Sec Form 4 Filing - Bond Douglas R @ COHEN & STEERS INC - 2006-01-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bond Douglas R 2. Issuer Name and Ticker or Trading Symbol COHEN & STEERS INC [ CNS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) COHEN & STEERS, INC., 280 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2006 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 01/27/2006 A 32,488 ( 1 ) A $ 0 482,753 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bond Douglas R COHEN & STEERS, INC. 280 PARK AVENUE NEW YORK, NY10017 Executive Vice President Signatures Lawrence Stoller, Attorney-in-Fact for Douglas Bond 01/31/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 4,640 restricted stock units (RSUs) mandatorily deferred by the Company from Mr. Bond's annual discretionary bonus, plus 1,160 RSUs granted to Mr. Bond as a company match on his mandatory bonus deferral. These RSUs generally vest on the third anniversary of grant.Also includes 6,187 RSUs voluntarily deferred by Mr. Bond from his annual discretionary bonus, plus 1,546 RSUs as a company match on his voluntary bonus deferral. These RSUs generally will be delivered on the third anniversary of grant.Also includes 18,955 RSUs that vest one-fifth ratably on each of January 27, 2007, 2008, 2009, 2010 and 2011.All of these RSUs were granted pursuant to the Company's 2004 Stock Incentive Plan. ( 2 )Includes 2,316 shares acquired pursuant to the Company's 2004 Employee Stock Purchase Plan through December 31, 2005.Also includes 662 RSUs acquired pursuant to a dividend reinvestment feature under the Stock Incentive Plan through January 18, 2006.Also includes 505 shares acquired pursuant to a dividend reinvestment feature through Mr. Bond's broker.Does not include 8,221.712 shares owned by Mr. Bond's wife, of which Mr. Bond disclaims beneficial ownership.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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