UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-10491

Nuveen Real Estate Income Fund

(Exact name of registrant as specified in charter)

     333 West Wacker Drive, Chicago, Illinois 60606     
(Address of principal executive offices) (Zip code)

Kevin J. McCarthy—Vice President and Secretary
     333 West Wacker Drive, Chicago, Illinois 60606     
(Name and address of agent for service)

Registrant’s telephone number, including area code:      312-917-7700     

Date of fiscal year end:        12/31      

Date of reporting period:    9/30/2008   

Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

Item 1. Schedule of Investments

Nuveen Real Estate Income Fund (JRS)
September 30, 2008

Shares				Description (1)								Value
				Real Estate Investment Trust Common Stocks – 98.1% (61.8% of Total Investments)
				Hotels, Restaurants & Leisure – 1.3%
	175,000			Starwood Hotels & Resorts Worldwide, Inc.								$	4,924,500
				Industrial – 3.4%
	470,700			First Industrial Realty Trust, Inc.									13,499,676
				Office – 17.1%
	153,400			Boston Properties, Inc.									14,367,444
	1,195,300			Brandywine Realty Trust									19,160,659
	520,500			Mack-Cali Realty Corporation									17,629,335
	246,400			SL Green Realty Corporation									15,966,720
				Total Office									67,124,158
				Residential – 21.6%
	350,239			Apartment Investment & Management Company, Class A									12,265,370
	294,500			AvalonBay Communities, Inc.									28,984,690
	189,900			Camden Property Trust									8,708,814
	552,700			Equity Residential									24,545,407
	370,700			Post Properties, Inc.									10,368,479
				Total Residential									84,872,760
				Retail – 23.4%
	338,800			Federal Realty Investment Trust									29,001,280
	545,900			Macerich Company									34,746,535
	144,500			Simon Property Group, Inc.									14,016,500
	1,043,100			Westfield Group									14,288,318
				Total Retail									92,052,633
				Specialized – 31.3%
	791,400			Cogdell Spencer Inc.									12,694,056
	1,029,600			DiamondRock Hospitality Company									9,369,360
	1,960,000			Extra Space Storage Inc.									30,105,600
	683,800			Health Care Property Investors Inc.									27,440,894
	600,000			Host Hotels & Resorts Inc.									7,974,000
	723,100			Senior Housing Properties Trust									17,231,473
	363,600			Ventas Inc.									17,969,112
				Total Specialized									122,784,495
				Real Estate Investment Trust Common Stocks (cost $359,494,401)									385,258,222

Shares				Description (1)		Coupon						Value
				Real Estate Investment Trust Preferred Stocks – 52.6% (33.1% of Total Investments)
				Diversified – 10.8%
	979,942			Duke-Weeks Realty Corporation		6.950%						$	16,071,049
	150,000			Lexington Corporate Properties Trust, Series B		8.050%							2,265,000
	850,000			Lexington Realty Trust		7.550%							11,262,500
	400,000			PS Business Parks, Inc., Series O		7.375%							6,716,000
	196,000			Vornado Realty Trust, Series G		6.625%							3,234,000
	75,200			Vornado Realty Trust, Series H		6.750%							1,257,344
	102,000			Vornado Realty Trust, Series I		6.625%							1,683,000
				Total Diversified									42,488,893
				Industrial – 1.0%
	211,000			AMB Property Corporation, Series P		6.850%							3,789,560
				Mortgage – 0.7%
	400,000			Gramercy Capital Corporation		8.125%							2,960,000
				Office – 6.7%
	12,141			Highwoods Properties, Inc., Series A		8.625%							13,745,888
	57,612			Highwoods Properties, Inc., Series B		8.000%							1,111,912
	81,000			HRPT Properties Trust, Series C		7.125%							1,316,250
	1,046,200			Maguire Properties, Inc., Series A		7.625%							10,043,520
				Total Office									26,217,570
				Residential – 5.3%
	511,100			Apartment Investment & Management Company, Series U		7.750%							8,893,140
	183,000			Apartment Investment & Management Company, Series Y		7.875%							3,111,000
	504,625			BRE Properties, Series D		6.750%							8,992,418
				Total Residential									20,996,558
				Retail – 8.2%
	160,000			Cedar Shopping Centers Inc., Series A		8.875%							3,520,000
	113,000			Glimcher Realty Trust, Series F		8.750%							1,308,540
	154,300			Glimcher Realty Trust, Series G		8.125%							1,632,494
	307,000			Saul Centers, Inc.		9.000%							6,600,500
	125,000			Saul Centers, Inc.		8.000%							2,812,500
	200,000			Taubman Centers, Inc., Series G		8.000%							4,300,000
	600,000			Taubman Centers, Inc., Series H		7.625%							12,000,000
				Total Retail									32,174,034
				Specialized – 19.9%
	640,000			Ashford Hospitality Trust, Inc., Series D		8.450%							7,040,000
	130,000			Ashford Hospitality Trust, Series A		8.550%							1,495,000
	546,900			FelCor Lodging Trust Inc., Series C		8.000%							6,015,900
	120,000			Hersha Hospitality Trust, Series A		8.000%							1,980,000
	800,000			Hospitality Properties Trust, Series C		7.000%							9,560,000
	1,396,154			Public Storage, Inc., Series I		7.250%							27,057,464
	254,200			Public Storage, Inc., Series K		7.250%							4,740,830
	190,000			Public Storage, Inc., Series M		6.625%							3,325,000
	209,100			Public Storage, Inc., Series Y		6.850%							4,580,607
	105,900			Public Storage, Inc.		6.750%							1,829,952
	175,000			Strategic Hotel Capital Inc., Series B		8.250%							2,012,500
	320,000			Strategic Hotel Capital Inc., Series C		8.250%							4,000,000
	300,000			Sunstone Hotel Investors Inc., Series A		8.000%							4,398,000
				Total Specialized									78,035,253
				Real Estate Investment Trust Preferred Stocks (cost $309,290,946)									206,661,868

Principal

Amount (000)

Description (1)

Coupon

Maturity

Ratings (2)

Value

Convertible Bonds – 3.7% (2.4% of Total Investments)

Real Estate Management & Development – 2.4%

$

16,000

General Growth Properties LP, Convertible Bond

3.980%

4/15/27

N/R

$

9,600,000

Retail – 1.3%

6,500

Macerich Company, Convertible Bond

3.250%

3/15/12

N/R

4,940,000

$

22,500

Total Convertible Bonds (cost $18,510,546)

14,540,000

Principal
Amount (000)				Description (1)		Coupon		Maturity				Value
				Short-Term Investments – 4.4% (2.7% of Total Investments)
$	17,114			Repurchase Agreement with Fixed Income Clearing Corporation, dated 9/30/08, repurchase price $17,113,658, collateralized by $13,190,000 U.S. Treasury Bonds, 6.750%, due 8/15/26, value $17,460,263		0.100%		10/01/08				$	17,113,610
				Total Short-Term Investments (cost $17,113,610)									17,113,610
				Total Investments (cost $704,409,503) – 158.8%									623,573,700
				Borrowings – (38.2)% (3) (4)									(150,000,000	)
				Other Assets Less Liabilities – (2.3)%									(8,992,144	)
				Taxable Auction Preferred Shares, at Liquidation Value – (18.3)% (3)									(72,000,000	)
				Net Assets Applicable to Common Shares – 100%								$	392,581,556

Interest Rate Swaps outstanding at September 30, 2008:

Fund

Fixed Rate

Unrealized

Notional

Pay/Receive

Floating Rate

Fixed Rate

Payment

Termination

Appreciation

Counterparty

Amount

Floating Rate

Index

(Annualized)

Frequency

Date

(Depreciation)

Citigroup Inc.

$

43,000,000

Receive

1-Month USD-LIBOR

5.190%

Monthly

2/06/09

$

(263,924

)

USD-LIBOR (United States Dollar-London Inter-Bank Offered Rate)

(1)		All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)		Ratings: Using the higher of Standard & Poor’s Group (“Standard & Poor’s”) or Moody’s Investor Service, Inc. (“Moody’s”) rating. Ratings below BBB by Standard & Poor’s or Baa by Moody’s are considered to be below investment grade.
(3)		Borrowings and Taxable Auction Preferred Shares, at Liquidation Value as a percentage of Total Investments are 24.1% and 11.5%, respectively.
(4)		The Fund may pledge up to 100% of its eligible securities in the Portfolio of Investments as collateral for Borrowings.
N/R		Not rated.

During the current fiscal period, the Fund adopted the provisions of Statement of Financial Accounting Standards No. 157 (SFAS No. 157) “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. In determining the value of the Fund’s investments various inputs are used. These inputs are summarized in the three broad levels listed below:

     Level 1 – Quoted prices in active markets for identical securities.

     Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk,

etc.).

     Level 3 – Significant unobservable inputs (including management’s assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

The following is a summary of the Fund’s fair value measurements as of September 30, 2008:

		Level 1				Level 2				Level 3				Total
Investments		$	576,418,886			$	47,154,814			$	–			$	623,573,700
Derivatives*			–				(263,924	)			–				(263,924	)
Total		$	576,418,886			$	46,890,890			$	–			$	623,309,776

* Represents net unrealized appreciation (depreciation).

The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to timing differences in recognition of income on REIT investments and timing differences in recognizing certain gains and losses on investment transactions. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts on the Statement of Assets and Liabilities presented in the annual report, based on their federal tax basis treatment; temporary differences do not require reclassification. Temporary and permanent differences do not impact the net asset value of the Fund.

At September 30, 2008, the cost of investments was $704,409,503.

Gross unrealized appreciation and gross unrealized depreciation of investments at September 30, 2008, were as follows:

Gross unrealized:
Appreciation		$	93,948,140
Depreciation			(174,783,943	)
Net unrealized appreciation (depreciation) of investments		$	(80,835,803	)

Item 2. Controls and Procedures.

	a.		The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (17 CFR 240.13a-15(b) or 240.15d-15(b)).
	b.		There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

File as exhibits as part of this Form a separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)), exactly as set forth below: EX-99 CERT Attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)     Nuveen Real Estate Income Fund

Date November 28, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date November 28, 2008

Date November 28, 2008