8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
      FORM 8-K
 
      CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
 
      Date of Report (Date of earliest event reported): September 15, 2004COHEN & STEERS, INC.(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-32236 (Commission File Number)	14-1904657 (IRS Employer Identification No.)
757 Third Avenue, New York, New York (Address of principal executive offices)		10077 (Zip Code)
Registrant's telephone number, including area code: (212) 832-3232

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

      On September 15, 2004, Cohen & Steers, Inc. (the “Company”) announced the declaration of a quarterly cash dividend. A copy of the press release issued by the Company is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

      (c) Exhibits.

      99.1 Press release dated September 15, 2004 issued by the Company.

SIGNATURES

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

	Cohen & Steers, Inc. (Registrant)
Date: September 15, 2004	By: /s/ Victor Gomez                                     Victor Gomez       Chief Financial Officer (Principal           Financial and Accounting Officer)

EXHIBIT INDEX

      99.1 Press release dated September 15, 2004 issued by the Company.

EX-99

FOR IMMEDIATE RELEASE

Cohen & Steers, Inc. Board Declares Initial Quarterly Dividend

      New York, September 15, 2004 – Cohen & Steers, Inc. (NYSE:CNS) today announced that its board of directors has declared its initial quarterly cash dividend of $0.10 per share of common stock, payable October 11, 2004 to stockholders of record at the close of business on September 27, 2004.

      About Cohen & Steers. Cohen & Steers is a leading manager of income-oriented equity portfolios and specializes in common and preferred stocks of REITs and utilities, as well as other preferred securities. Based in New York City, the firm serves individual and institutional investors through a wide range of open-end funds, closed-end funds and separate accounts.

      Forward Looking Statements. This press release and other statements that Cohen & Steers may make may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those described in our Registration Statement on Form S-1, accessible on the SEC’s Web site at sec.gov and on our Web site at cohenandsteers.com. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Contact:

Salvatore Rappa, vice president and associate general counsel
212-832-3232

Cohen & Steers, Inc.
757 Third Avenue
New York, New York 10017
cohenandsteers.com