Exhibit 10(b)(2)


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Report of Cohen & Steers Institutional Realty
Shares, Inc. (the "Company") on Form N-CSR for the semi-annual period ended June
30, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Martin Cohen, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. 'SS'1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


                                                      /s/ Martin Cohen
                                                      -----------------------
                                                      Martin Cohen
                                                      Chief Financial Officer
                                                      Date: August 19, 2003