SEC Form 3

FORM 3

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

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1. Name and Address of Reporting Person* COHEN MARTIN (Last) (First) (Middle) 75 EAST END AVENUE APARTMENT 7A (Street) NEW YORK NY 10028 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/12/2004	3. Issuer Name and Ticker or Trading Symbol COHEN & STEERS INC [ CNS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Co-Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	11,689,299	D(1)
Common Stock, par value $.01 per share	1,660,701	I(1)(2)	By The Martin Cohen 1998 Family Trust(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported shares are currently issued by Cohen & Steers Capital Management, Inc., of which Cohen & Steers, Inc. is currently a wholly-owned subsidiary. Pursuant to the merger that will be effected prior to the consummation of the initial public offering of Cohen & Steers, Inc.'s common stock and which will not alter the proportionate interests of Cohen & Steers Capital Management, Inc.'s securityholders, Cohen & Steers, Inc. will become the Delaware-incorporated parent holding company of Cohen & Steers Capital Management, Inc. and the issuer of the reported shares.

2. These shares are held in trust for the benefit of Mr. Cohen's family. Mr. Cohen's spouse is trustee of the trust. Mr. Cohen disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Mr. Cohen is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.

	/s/ Lawrence B. Stoller, Attorney-in-Fact for Martin Cohen	08/12/2004
	** Signature of Reporting Person	Date
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 5 (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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