UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-9631

Cohen & Steers Institutional Realty Shares, Inc.
(Exact name of registrant as specified in charter)

280 Park Avenue, New York, NY					10017
(Address of principal executive offices)					(Zip code)

Tina M. Payne Cohen & Steers Capital Management, Inc. 280 Park Avenue New York, New York 10017
(Name and address of agent for service)

Registrant’s telephone number, including area code:				(212) 832-3232

Date of fiscal year end:	December 31

Date of reporting period:		December 31, 2013

To Our Shareholders:

We would like to share with you our report for the year ended December 31, 2013. The net asset value (NAV) at that date was $40.77 per share.

The total returns, including income and change in NAV, for the Fund and its comparative benchmarks were:

	Six Months Ended December 31, 2013			Year Ended December 31, 2013
Cohen & Steers Institutional Realty Shares		–2.44	%		3.46	%
FTSE NAREIT Equity REIT Index^a		–3.78	%		2.47	%
S&P 500 Index^a		16.31	%		32.39	%

The performance data quoted represent past performance. Past performance is no guarantee of future results. The investment return and the principal value of an investment will fluctuate and shares, if redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Current total returns of the Fund can be obtained by visiting our website at cohenandsteers.com. The Fund's returns assume the reinvestment of all dividends and distributions at NAV. Fund performance reflects fee waivers and/or expense reimbursements, without which the performance would have been lower. Index performance does not reflect the deduction of any fees, taxes or expenses. An investor cannot invest directly in an index. Performance figures for periods shorter than one year are not annualized.

Please note that distributions paid by the Fund to shareholders are subject to recharacterization for tax purposes and are taxable up to the amount of the Fund's investment company taxable income and net realized gains. Distributions in excess of the Fund's investment company taxable income and realized gains are a return of capital distributed from the Fund's assets.

Investment Review

In 2013, U.S. commercial real estate continued to see strengthening demand across all property sectors, driven by an improving labor market, a housing recovery, increased corporate spending and a stronger global economy. At the same time, new supply remained at a multi-decade low, giving many commercial landlords the leverage to raise rents as existing space was absorbed. As a result, REITs reported generally strong growth in cash flows and, as of the third quarter, had raised dividend payouts by an average of 9% from the prior year.

Against this positive fundamental backdrop, REIT shares were negatively affected by a sharp rise in Treasury yields and concerns of higher interest rates in the near-term. On May 22, 2013, the Federal Reserve said it could begin to taper its quantitative easing (QE) program if economic data continued to show improvements in employment and broader economic growth. Investors responded by selling any asset they perceived as being sensitive to interest rates, including REITs. After rising 19.9% year-to-date through May 21, 2013, REITs fell 14.5% through the remainder of the year. And while they managed to produce a fifth straight year of positive total returns, their 2.5% gain versus 32.4% for the S&P 500 Index was the widest margin of underperformance in 15 years.

Among the headwinds facing REITs were concerns about the negative effects of rising Treasury yields on capital costs and property values. However, REIT bond yields were largely unchanged, and transactions in the private market indicated that real estate values were relatively stable, supported by continued cash flow growth and strong investment demand for the types of high-quality properties that REITs typically own. As a result of the divergence between public and private sentiment, most REITs ended the year trading for less than the combined value of their underlying properties.

Short-Lease Property Sectors Generally Outperformed

Returns diverged broadly across the REIT universe, depending largely on a company's ability to grow cash flows in a rising-rate environment. This generally favored short-lease property types such as hotel REITs (27.2% total return^b), which meaningfully outperformed all other sectors. Hotel companies are typically viewed as the least vulnerable to rising Treasury yields since they can raise room rates on a nightly basis, enabling them to quickly capture increasing economic activity. The sector also benefited from relatively modest revenue expectations coming out of 2012, which most companies easily exceeded as bookings accelerated.

The self storage sector (9.5%) experienced exceptionally strong cash flow growth, driven by accretive acquisitions and reduced promotional activity. Industrial REITs (7.4%) also did well, as a strengthening economy led to increased global trade, manufacturing and shipping volumes. In the shopping center sector (5.0%), expansion by anchor tenants such as Target helped offset headwinds from retailers under pressure from e-commerce. By contrast, investors viewed regional mall REITs (–1.0%) as more at risk to slowing retail sales, even punishing those with the best-quality properties, where tenant demand remained strong.

The apartment sector (–6.2%) underperformed for a second straight year. Apartments were the only property sector to see meaningful supply growth, which, together with the overhang of a recovery in the "for-sale" housing market, threatened to slow the pace of income growth. Health care REITs (–7.1%) also struggled, affected more than others by interest-rate concerns due to their relatively "bond-like" cash flows. Free standing REITs (7.3%) also have long-term lease structures, but outperformed amid consolidation within the sector, including the notable merger of American Realty Capital Properties and Cole Real Estate.

Fund Performance

The Fund had a positive total return in 2013 and outperformed its benchmark. Stock selection in the apartment sector was the largest contributor to relative performance, as we had underweight positions or did not invest in several securities that underperformed. We were also overweight BRE Properties, which received a takeover bid from Essex Property Trust in December. Stock selection was also a positive factor in the diversified sector (4.3% total return in the index), due largely to our overweight in Vornado. In the hotel sector, our stock selection and overweight contributed to relative performance, helped by out-of-index allocations to several non-REIT lodging corporations, which were relatively unaffected by interest-rate concerns. Among these were two notable IPOs from the fourth quarter—Hilton Worldwide and Extended Stay America—which performed well after their debuts.

Factors that detracted from relative performance included our underweights in both free standing REITs and the relatively small manufactured home sector (10.5%). Stock selection in the health care sector also detracted from returns, although this was more than offset by the benefit of our underweight. By contrast, the positive effect from our overweight in shopping center REITs only partially compensated for the negative impact of stock selection.

Investment Outlook

Although it wasn't apparent in 2013, REITs have historically performed well in periods of rising Treasury yields. Rising yields are often accompanied by an improving economy, benefiting REITs, in our view, in the form of lower vacancies, higher rents and stronger investment demand for real estate. While there may be periods of volatility as QE tapering commences, we expect REITs' performance profile to improve in 2014, as strengthening real estate fundamentals should outweigh further headwinds from rising Treasury yields. Furthermore, if the public market continues to price REIT properties below what they are worth to private investors, we believe more REITs could look for strategic alternatives to realize the value of their assets, potentially providing a backstop to REIT valuations.

The Federal Reserve's decision to begin tapering QE in January 2014 gives us greater confidence that the economy is strong and sustainable. Our economic view is modestly more positive than the consensus, as we expect job growth and recent gains in household wealth (due to strong stock-market returns and rising home values) to drive increased consumer spending. According to our estimates, this additional spending, plus a stronger global economy, should contribute to the creation of 2.7 million new jobs in 2014, accelerating from 2.2 million in the 2013.

While we expect all property sectors to benefit from rising employment, our focus is on those we believe are the most attractively valued in the context of rising employment and consumer spending. In particular, we favor owners of high-quality retail assets, many of which trade at compelling valuations and continue to see healthy demand from national and regional retailers. We also see attractive value in offices located in urban markets benefiting from job growth in technology, media and life sciences. In the apartment sector, we expect household formation to accelerate as new jobs are added to the economy, releasing pent up demand for all forms of housing. By contrast, we have become more cautious toward industrial REITs, as we believe the market has underestimated the potential for increased supply. We remain cautious toward companies that own health care facilities and suburban offices.

Sincerely,


				MARTIN COHEN				ROBERT H. STEERS
				Co-chairman				Co-chairman

				JOSEPH M. HARVEY				THOMAS N. BOHJALIAN
				Portfolio Manager				Portfolio Manager

				JON CHEIGH				JASON A. YABLON
				Portfolio Manager				Portfolio Manager

The views and opinions in the preceding commentary are subject to change without notice and are as of the date of publication. There is no guarantee that any market forecast set forth in the commentary will be realized. This material represents an assessment of the market environment at a specific point in time, should not be relied upon as investment advice and is not intended to predict or depict performance of any investment.

Visit Cohen & Steers online at cohenandsteers.com

For more information about any of our funds, visit cohenandsteers.com, where you will find net asset values, fund fact sheets and portfolio highlights. You can also access newsletters, education tools and market updates covering real assets including real estate, listed infrastructure, MLPs and commodities, as well as large cap value and preferred securities.

In addition, our website contains comprehensive information about our firm, including our most recent press releases, profiles of our senior investment professionals and an overview of our investment approach.

The performance data quoted represent past performance. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate and shares, if redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Performance information current to the most recent month end can be obtained by visiting our website at cohenandsteers.com. Total return assumes the reinvestment of all dividends and distributions at NAV. The performance graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. During the periods presented above, the manager waived fees and/or reimbursed expenses. Without this arrangement, performance would have been lower.

The annualized gross and net expense ratios, respectively, were 0.77% and 0.75% as disclosed in the May 1, 2013 prospectus. The investment manager has contractually agreed to waive its fee and/or reimburse the Fund for expenses incurred to the extent necessary to maintain the Fund's total annual operating expenses (excluding acquired fund fees and expenses, and extraordinary expenses) as a percentage of average daily net assets at 0.75%. This commitment will remain in place for the life of the Fund.

^a The comparative indexes are not adjusted to reflect expenses or other fees that the SEC requires to be reflected in the Fund's performance. Index performance does not reflect the deduction of any fees, taxes or expenses. An investor cannot invest directly in an index. The Fund's performance assumes the reinvestment of all dividends and distributions at NAV. For more information, including charges and expenses, please read the prospectus carefully before you invest.

^b Inception date of February 14, 2000.

Expense Example (Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2013—December 31, 2013.

Actual Expenses

The first line of the following table provides information about actual account values and expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2013		Ending Account Value December 31, 2013		Expenses Paid During Period^aJuly 1, 2013– December 31, 2013
Actual (–2.44% return)	$	1,000.00	$	975.60	$	3.73
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,021.42	$	3.82

December 31, 2013

Top Ten Holdings
(Unaudited)

Security	Value		% of Net Assets
Simon Property Group	$	278,515,490		11.5
Vornado Realty Trust		135,094,607		5.6
Equity Residential		127,136,586		5.2
Prologis		125,872,983		5.2
Ventas		112,963,549		4.6
SL Green Realty Corp.		104,670,143		4.3
Boston Properties		91,796,394		3.8
UDR		88,515,180		3.6
Public Storage		87,572,235		3.6
General Growth Properties		65,387,097		2.7

Sector Breakdown

(Based on Net Assets)
(Unaudited)

SCHEDULE OF INVESTMENTS

December 31, 2013

		Number of Shares		Value
COMMON STOCK	99.6%
FINANCIAL—BANKS	0.2%
Bond Street Holdings, Class A, 144A^a,b,c,d			289,434	$	4,989,842
REAL ESTATE	99.4%
DIVERSIFIED	10.3%
American Assets Trust			788,179		24,772,466
Cousins Properties			2,429,710		25,026,013
Duke Realty Corp.			1,235,857		18,587,289
Forest City Enterprises, Class A^d			1,492,151		28,500,084
Vornado Realty Trust			1,521,507		135,094,607
WP Carey			300,383		18,428,497
					250,408,956
HEALTH CARE	10.0%
HCP			1,014,623		36,851,107
Health Care REIT			897,417		48,074,629
Healthcare Trust of America, Class A			2,403,647		23,651,886
Omega Healthcare Investors			682,982		20,352,864
Ventas			1,972,129		112,963,549
					241,894,035
HOTEL	8.2%
DiamondRock Hospitality Co.			2,227,233		25,724,541
Hersha Hospitality Trust			2,336,687		13,015,347
Hilton Worldwide Holdings^d			490,366		10,910,644
Host Hotels & Resorts			3,075,523		59,788,167
Hyatt Hotels Corp., Class A^d			272,618		13,483,686
Orient-Express Hotels Ltd., Class A (Bermuda)^d			1,614,340		24,392,678
Strategic Hotels & Resorts^d			3,404,143		32,169,151
Sunstone Hotel Investors			1,549,213		20,759,454
					200,243,668
INDUSTRIALS	6.6%
First Industrial Realty Trust			1,158,680		20,218,966
Prologis			3,406,576		125,872,983
QTS Realty Trust, Class A			541,315		13,413,786
					159,505,735

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2013

		Number of Shares		Value
OFFICE	13.0%
Boston Properties			914,580	$	91,796,394
Corporate Office Properties Trust			1,247,140		29,544,747
Douglas Emmett			1,649,499		38,416,832
Empire State Realty Trust, Class A			1,337,637		20,465,846
Hudson Pacific Properties			909,155		19,883,220
PS Business Parks			159,670		12,201,981
SL Green Realty Corp.			1,133,039		104,670,143
					316,979,163
RESIDENTIAL	15.4%
APARTMENT	14.8%
Apartment Investment & Management Co.			1,676,670		43,442,520
BRE Properties			545,752		29,858,092
Equity Residential			2,451,062		127,136,586
Essex Property Trust			173,419		24,887,361
Home Properties			868,257		46,555,940
UDR			3,790,800		88,515,180
					360,395,679
MANUFACTURED HOME	0.6%
Toll Brothers^d			373,915		13,834,855
TOTAL RESIDENTIAL					374,230,534
SELF STORAGE	7.1%
CubeSmart			2,198,711		35,047,453
Extra Space Storage			685,173		28,866,339
Public Storage			581,798		87,572,235
Sovran Self Storage			336,902		21,955,903
					173,441,930

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2013

		Number of Shares		Value
SHOPPING CENTERS	28.4%
COMMUNITY CENTER	9.9%
DDR Corp.			2,651,795	$	40,758,089
Federal Realty Investment Trust			468,749		47,535,836
Ramco-Gershenson Properties Trust			1,251,755		19,702,624
Regency Centers Corp.			1,129,280		52,285,664
Retail Properties of America, Class A			1,085,561		13,808,336
Tanger Factory Outlet Centers			760,663		24,356,429
Weingarten Realty Investors			1,530,298		41,960,771
					240,407,749
FREE STANDING	1.8%
National Retail Properties			630,941		19,136,440
Spirit Realty Capital			2,404,538		23,636,609
					42,773,049
REGIONAL MALL	16.7%
General Growth Properties			3,257,952		65,387,097
Glimcher Realty Trust			2,929,786		27,422,797
Simon Property Group			1,830,412		278,515,490
Taubman Centers			549,630		35,132,349
					406,457,733
TOTAL SHOPPING CENTERS					689,638,531

ASSETS:
Investments in securities, at value (Identified cost—$1,976,804,050)	$	2,420,415,763
Receivable for:
Dividends		10,086,824
Fund shares sold		9,298,412
Investment securities sold		5,606,342
Other assets		29,160
Total Assets		2,445,436,501
LIABILITIES:
Payable for:
Due to custodian		6,685,886
Fund shares redeemed		6,079,303
Investment management fees		1,500,409
Directors' fees		7,785
Other liabilities		38,072
Total Liabilities		14,311,455
NET ASSETS applicable to 59,630,664 shares of $0.001 par value of common stock outstanding	$	2,431,125,046
NET ASSET VALUE PER SHARE:
($2,431,125,046 ÷ 59,630,664 shares outstanding)	$	40.77
NET ASSETS consist of:
Paid-in capital	$	2,031,703,101
Accumulated undistributed net investment income		3,081,193
Accumulated net realized loss		(47,270,961	)
Net unrealized appreciation		443,611,713
	$	2,431,125,046

Investment Income:
Dividend income	$	60,637,936
Expenses:
Management fees		19,280,105
Registration and filing fees		174,914
Directors' fees and expenses		150,214
Line of credit fees		38,135
Dues and subscriptions		25,607
Total Expenses		19,668,975
Reduction of Expenses (See Note 2)		(388,870	)
Net Expenses		19,280,105
Net Investment Income		41,357,831
Net Realized and Unrealized Gain (Loss):
Net realized gain on investments		134,516,676
Net change in unrealized appreciation (depreciation) on investments		(100,038,246	)
Net realized and unrealized gain		34,478,430
Net Increase in Net Assets Resulting from Operations	$	75,836,261

	For the Year Ended December 31, 2013			For the Year Ended December 31, 2012
Change in Net Assets:
From Operations:
Net investment income	$	41,357,831		$	31,196,999
Net realized gain		134,516,676			167,127,969
Net change in unrealized appreciation (depreciation)		(100,038,246	)		105,526,764
Net increase in net assets resulting from operations		75,836,261			303,851,732
Dividends and Distributions to Shareholders from:
Net investment income		(41,716,355	)		(29,375,815	)
Net realized gain		(117,733,086	)		(156,890,004	)
Total dividends and distributions to shareholders		(159,449,441	)		(186,265,819	)
Capital Stock Transactions:
Increase in net assets from Fund share transactions		189,645,741			417,082,851
Total increase in net assets		106,032,561			534,668,764
Net Assets:
Beginning of year		2,325,092,485			1,790,423,721
End of year^a	$	2,431,125,046		$	2,325,092,485

FINANCIAL HIGHLIGHTS

The following table includes selected data for a share outstanding throughout each year and other performance information derived from the financial statements. It should be read in conjunction with the financial statements and notes thereto.

	For the Year Ended December 31,
Per Share Operating Performance:	2013			2012			2011			2010			2009
Net asset value, beginning of year	$	42.08		$	39.48		$	37.99		$	30.53		$	24.05
Income (loss) from investment operations:
Net investment income		0.71	^a		0.58			0.48	^b		0.86			0.66
Net realized and unrealized gain		0.72			5.59			1.86			7.47			6.81
Total from investment operations		1.43			6.17			2.34			8.33			7.47
Less dividends and distributions to shareholders from:
Net investment income		(0.72	)		(0.56	)		(0.45	)		(0.87	)		(0.66	)
Net realized gain		(2.02	)		(3.01	)		(0.40	)		—			—
Tax return of capital		—			—			—			—			(0.33	)
Total dividends and distributions to shareholders		(2.74	)		(3.57	)		(0.85	)		(0.87	)		(0.99	)
Net increase (decrease) in net asset value		(1.31	)		2.60			1.49			7.46			6.48
Net asset value, end of year	$	40.77		$	42.08		$	39.48		$	37.99		$	30.53
Total investment return^c		3.46	%		15.91	%		6.25	%		27.63	%		32.73	%
Ratios/Supplemental Data:
Net assets, end of year (in millions)	$	2,431.1		$	2,325.1		$	1,790.4		$	1,407.5		$	974.8
Ratio of expenses to average daily net assets (before expense reduction)		0.77	%		0.77	%		0.77	%		0.77	%		0.77	%
Ratio of expenses to average daily net assets (net of expense reduction)		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Ratio of net investment income to average daily net assets (before expense reduction)		1.59	%		1.41	%		1.19	%		1.33	%		2.76	%
Ratio of net investment income to average daily net assets (net of expense reduction)		1.61	%		1.42	%		1.21	%		1.35	%		2.79	%
Portfolio turnover rate		75	%		85	%		92	%		104	%		119	%

Note 1. Organization and Significant Accounting Policies

Cohen & Steers Institutional Realty Shares, Inc. (the Fund) was incorporated under the laws of the State of Maryland on October 13, 1999 and is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, open-end management investment company. The Fund's investment objective is total return.

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Portfolio Valuation: Investments in securities that are listed on the New York Stock Exchange (NYSE) are valued, except as indicated below, at the last sale price reflected at the close of the NYSE on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and ask prices on such day or, if no ask price is available, at the bid price.

Securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a similar manner. Securities traded on more than one securities exchange are valued at the last sale price reflected at the close of the exchange representing the principal market for such securities on the business day as of which such value is being determined. If after the close of a foreign market, but prior to the close of business on the day the securities are being valued, market conditions change significantly, certain non-U.S. equity holdings may be fair valued pursuant to procedures established by the Board of Directors.

Readily marketable securities traded in the over-the-counter market, including listed securities whose primary market is believed by Cohen & Steers Capital Management, Inc. (the manager) to be over-the-counter, are valued at the last sale price on the valuation date as reported by sources deemed appropriate by the Board of Directors to reflect their fair market value. If there has been no sale on such day, the securities are valued at the mean of the closing bid and ask prices on such day or, if no ask price is available, at the bid price.

Short-term debt securities with a maturity date of 60 days or less are valued at amortized cost, which approximates fair value. Investments in open-end mutual funds are valued at their closing net asset value.

The policies and procedures approved by the Fund's Board of Directors delegate authority to make fair value determinations to the manager, subject to the oversight of the Board of Directors. The manager has established a valuation committee (Valuation Committee) to administer, implement and oversee the fair valuation process according to the policies and procedures approved annually by the Board of Directors. Among other things, these procedures allow the Fund to utilize independent pricing

services, quotations from securities and financial instrument dealers and other market sources to determine fair value.

Securities for which market prices are unavailable, or securities for which the manager determines that the bid and/or ask price or a counterparty valuation does not reflect market value, will be valued at fair value, as determined in good faith by the Valuation Committee, pursuant to procedures approved by the Fund's Board of Directors. Circumstances in which market prices may be unavailable include, but are not limited to, when trading in a security is suspended, the exchange on which the security is traded is subject to an unscheduled close or disruption or material events occur after the close of the exchange on which the security is principally traded. In these circumstances, the Fund determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include, but are not limited to, recent transactions in comparable securities, information relating to the specific security and developments in the markets.

The Fund's use of fair value pricing may cause the net asset value of Fund shares to differ from the net asset value that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

Fair value is defined as the price that the Fund would expect to receive upon the sale of an investment or expect to pay to transfer a liability in an orderly transaction with an independent buyer in the principal market or, in the absence of a principal market, the most advantageous market for the investment or liability. The hierarchy of inputs that are used in determining the fair value of the Fund's investments is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

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

For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfer at the end of the period in which the underlying event causing the movement occurred. Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. There were no transfers between Level 1 and Level 2 securities as of December 31, 2013.

The following is a summary of the inputs used as of December 31, 2013 in valuing the Fund's investments carried at value:

	Total		Quoted Prices In Active Markets for Identical Investments (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common Stock— Financial—Banks	$	4,989,842	$	—	$	—	$	4,989,842	^a
Common Stock—Other Industries		2,415,425,921		2,415,425,921		—		—
Total Investments^b	$	2,420,415,763	$	2,415,425,921	$	—	$	4,989,842

^a Fair valued, pursuant to the Fund's fair value procedures, utilizing significant unobservable inputs and assumptions.

^b Portfolio holdings are disclosed individually on the Schedule of Investments.

Following is a reconciliation of investments for which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments in Securities
Balance as of December 31, 2012	$	5,930,503
Change in unrealized appreciation (depreciation)		(940,661	)
Balance as of December 31, 2013	$	4,989,842

The change in unrealized appreciation (depreciation) attributable to securities owned on December 31, 2013 which were valued using significant unobservable inputs (Level 3) amounted to $(940,661).

The following table summarizes the quantitative inputs and assumptions used for investments categorized in Level 3 of the fair value hierarchy.

Fair Value at
December 31, 2013

Valuation
Technique

Unobservable
Inputs

Range

Common Stock—
Financial—Banks

4,989,842

Market comparable
companies

Price/ Book Ratio
Liquidity Discount

1.19
33%

x – 2.10x

The significant unobservable inputs utilized in the fair value measurement of the Fund's Level 3 equity investment in Common Stock—Financial—Banks are the price-to-book ratio and discount for

lack of liquidity. Significant changes in these inputs may result in a materially higher or lower fair value measurement.

Security Transactions and Investment Income: Security transactions are recorded on trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost. Interest income is recorded on the accrual basis. Discounts are accreted and premiums are amortized over the life of the respective securities. Dividend income is recorded on the ex-dividend date. Distributions from Real Estate Investment Trusts (REITs) are recorded as ordinary income, net realized capital gain or return of capital based on information reported by the REITs and management's estimates of such amounts based on historical information. These estimates are adjusted when the actual source of distributions is disclosed by the REITs and actual amounts may differ from the estimated amounts.

Dividends and Distributions to Shareholders: Dividends from net investment income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from GAAP. Dividends from net investment income, if any, are declared and paid quarterly. Net realized capital gains, unless offset by any available capital loss carryforward, are typically distributed to shareholders at least annually. Dividends and distributions to shareholders are recorded on the ex-dividend date and are automatically reinvested in full and fractional shares of the Fund based on the net asset value per share at the close of business on the payable date unless the shareholder has elected to have them paid in cash. Distributions paid by the Fund are subject to recharacterization for tax purposes. Based upon the results of operations for the year ended December 31, 2013, a portion of the dividends have been reclassified to distributions from net realized capital gains.

Income Taxes: It is the policy of the Fund to continue to qualify as a regulated investment company, if such qualification is in the best interest of the shareholders, by complying with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies, and by distributing substantially all of its taxable earnings to its shareholders. Accordingly, no provision for federal income or excise tax is necessary. Dividend and interest income from holdings in non-U.S. securities is recorded net of non-U.S. taxes paid. Management has analyzed the Fund's tax positions taken on federal income tax returns as well as its tax positions in non-U.S. jurisdictions in which it trades for all open tax years and has concluded that as of December 31, 2013, no additional provisions for income tax are required in the Fund's financial statements. The Fund's tax positions for the tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service, state departments of revenue and by foreign tax authorities.

Note 2. Investment Management Fees and Other Transactions with Affiliates

Management Fees: The manager serves as the Fund's investment manager pursuant to an investment management agreement (the investment management agreement). Under the terms of the investment management agreement, the manager provides the Fund with day-to-day investment decisions and generally manages the Fund's investments in accordance with the stated policies of the Fund, subject to the supervision of the Board of Directors.

For the services provided to the Fund, the manager receives a fee, accrued daily and paid monthly, at the annual rate of 0.75% of the average daily net assets of the Fund.

The manager is also responsible, under the investment management agreement, for the performance of certain administrative functions for the Fund. Additionally, the manager pays certain expenses of the Fund, including administrative and custody fees, transfer agent fees, professional fees, and reports to shareholders.

The manager has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund's total annual operating expenses (excluding acquired fund fees and expenses, and extraordinary expenses) do not exceed 0.75% of the average daily net assets of the Fund. This commitment will remain in place for the life of the Fund. For the year ended December 31, 2013, fees waived and/or expenses reimbursed totaled $388,870.

Directors' and Officers' Fees: Certain directors and officers of the Fund are also directors, officers, and/or employees of the manager. The Fund does not pay compensation to directors and officers affiliated with the manager.

Note 3. Purchases and Sales of Securities

Purchases and sales of securities, excluding short-term investments, for the year ended December 31, 2013, totaled $2,000,210,820 and $1,860,752,426, respectively.

Note 4. Income Tax Information

The tax character of dividends and distributions paid was as follows:

	For the Year Ended
	December 31, 2013		December 31, 2012
Ordinary income	$	61,434,005	$	99,918,209
Long-term capital gain		98,015,436		86,347,610
Total dividends and distributions	$	159,449,441	$	186,265,819

As of December 31, 2013, the tax-basis components of accumulated earnings and the federal tax cost were as follows:

Cost for federal income tax purposes	$	2,026,618,420
Gross unrealized appreciation	$	431,446,273
Gross unrealized depreciation		(37,648,930	)
Net unrealized appreciation	$	393,797,343
Undistributed long-term capital gains	$	2,543,409

As of December 31, 2013, the Fund had temporary book/tax differences primarily attributable to wash sales on portfolio securities and permanent book/tax differences primarily attributable to Fund redemptions used as distributions and prior year REIT distribution adjustments. To reflect reclassifications arising from the permanent differences, paid-in capital was credited $14,788,557, accumulated net realized loss was charged $13,135,148 and accumulated undistributed net investment income was charged $1,653,409. Net assets were not affected by this reclassification.

Note 5. Capital Stock

The Fund is authorized to issue 100 million shares of capital stock, at a par value of $0.001 per share. The Board of Directors of the Fund may increase or decrease the aggregate number of shares of common stock that the Fund has authority to issue. Transactions in Fund shares were as follows:

	For the Year Ended December 31, 2013						For the Year Ended December 31, 2012
	Shares			Amount			Shares			Amount
Sold		15,038,423		$	662,535,300			17,549,401		$	753,057,432
Issued as reinvestment of dividends and distributions		3,422,269			140,392,405			3,877,541			160,942,716
Redeemed		(14,084,812	)		(613,281,964	)		(11,522,576	)		(496,917,297	)
Net Increase		4,375,880		$	189,645,741			9,904,366		$	417,082,851

Note 6. Borrowings

The Fund, in conjunction with other Cohen & Steers open-end funds, is a party to a $200,000,000 syndicated credit agreement (the credit agreement) with State Street Bank and Trust Company, as administrative agent and operations agent, and the lenders identified in the credit agreement, which expires January 24, 2014. The Fund pays a commitment fee of 0.10% per annum on its proportionate share of the unused portion of the credit agreement. Effective January 24, 2014, the credit agreement was renewed under similar terms and expires January 23, 2015.

During the year ended December 31, 2013, the Fund did not borrow under the credit agreement.

Note 7. Other

In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Cohen & Steers Institutional Realty Shares, Inc.

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Cohen & Steers Institutional Realty Shares, Inc. (the "Fund") at December 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2013 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
February 18, 2014

TAX INFORMATION—2013 (Unaudited)

Pursuant to the Jobs and Growth Relief Reconciliation Act of 2003, the Fund designates qualified dividend income of $1,460,707. Also, the Fund designates a long-term capital gain distribution of $105,273,579 at the 20% maximum rate and $5,024,800 at the 25% maximum rate.

OTHER INFORMATION

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling 800-330-7348, (ii) on our website at cohenandsteers.com or (iii) on the Securities and Exchange Commission's (the SEC) website at http://www.sec.gov. In addition, the Fund's proxy voting record for the most recent 12-month period ended June 30 is available by August 31 of each year (i) without charge, upon request, by calling 800-330-7348 or (ii) on the SEC's website at http://www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available (i) without charge, upon request, by calling 800-330-7348 or (ii) on the SEC's website at http://www.sec.gov. In addition, the Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

Please note that distributions paid by the Fund to shareholders are subject to recharacterization for tax purposes. The Fund may also pay distributions in excess of the Fund's net investment company taxable income and this excess could be a tax free return of capital distributed from the Fund's assets. The final tax treatment of all distributions is reported to shareholders on their 1099-DIV forms, which are mailed after the close of each calendar year.

MANAGEMENT OF THE FUND

The business and affairs of the Fund are managed under the direction of the Board of Directors. The Board of Directors approves all significant agreements between the Fund and persons or companies furnishing services to it, including the Fund's agreements with its investment manager, administrator, co-administrator, custodian and transfer agent. The management of the Fund's day-to-day operations is delegated to its officers, the investment manager, administrator and co-administrator, subject always to the investment objective and policies of the Fund and to the general supervision of the Board of Directors.

The Board of Directors and officers of the Fund and their principal occupations during at least the past five years are set forth below. The statement of additional information (SAI) includes additional information about fund directors and is available, without charge, upon request by calling 800-330-7348.

Name, Address¹ and Age

Position(s) Held
With Fund

Term of
Office²

Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)

Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)

Length
of Time
Served³

Interested Directors⁴

Robert H. Steers⁵
Age: 60

Director and Co-Chairman

Until next election of directors

Co-Chairman and Co-Chief Executive Officer of Cohen & Steers Capital Management, Inc. (CSCM or the Advisor) since 2003 and its parent, Cohen & Steers, Inc. (CNS) since 2004. Prior to that, Chairman of the Advisor; Vice President of Cohen & Steers Securities, LLC.

1991 to present

Martin Cohen^5,6
Age: 65

Director and Co-Chairman

Until next election of directors

Co-Chairman and Co-Chief Executive Officer of CSCM since 2003 and CNS since 2004. Prior to that, President of the Advisor; Vice President of Cohen & Steers Securities, LLC.

1991 to present

Disinterested Directors

Michael G. Clark
Age: 48

Director

Until next election of directors

From May 2006 to June 2011, President and Chief Executive Officer of DWS Funds and Managing Director of Deutsche Asset Management.

2011 to present

(table continued on next page)

(table continued from previous page)

Name, Address¹ and Age

Position(s) Held
With Fund

Term of
Office²

Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)

Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)

Length
of Time
Served³

Bonnie Cohen⁶
Age: 71

Director

Until next election of directors

Consultant. Board Member DC Public Library Foundation since 2012, President since 2014; Board Member, United States Department of Defense Business Board, 2010-2014; Board Member, Teluride Mountain Film Festival since 2010; Advisory Board Member, Posse Foundation, 2004-2013; Trustee, H. Rubenstein Foundation since 1996; Trustee, District of Columbia Public Libraries since 2004.

2001 to present

George Grossman
Age: 60

Director

Until next election of directors

Attorney-at-law

1993 to present

Richard E. Kroon
Age: 71

Director

Until next election of directors

Member of Investment Committee, Monmouth University since 2004; Former Director, Retired Chairman and Managing Partner of Sprout Group venture capital funds, then an affiliate of Donaldson, Lufkin and Jenrette Securities Corporation from 1981 to 2001. Former chairman of the National Venture Capital Association for the year 2000.

2004 to present

(table continued on next page)

(table continued from previous page)

Name, Address¹ and Age

Position(s) Held
With Fund

Term of
Office²

Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)

Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)

Length
of Time
Served³

Richard J. Norman
Age: 70

Director

Until next election of directors

Private Investor. Member, District of Columbia Department of Corrections Chaplains Corps from 2008 to February 2010; Member, Montgomery County, Maryland Department of Corrections Volunteer Corps since February 2010; Liason for Business Leadership, Salvation Army World Service Organization (SAWSO) since 2010; Advisory Board Member, The Salvation Army since 1985; Financial Education Fund Chair, The Foundation Board of Maryland Public Television since 2009; Former President, Executive Committee, Chair of Investment Committee, The Foundation Board of Maryland Public Television from 1997 to 2008. Prior thereto, Investment Representative of Morgan Stanley Dean Witter from 1966 to 2000.

2001 to present

Frank K. Ross
Age: 70

Director

Until next election of directors

Visiting Professor of Accounting, Howard University School of Business since 2004; Board member and Audit Committee Chair and Human Resources and Compensation Committee Member, Pepco Holdings, Inc. (electric utility) since 2004. Formerly, Midatlantic Area Managing Partner for Assurance Services at KPMG LLP and Managing Partner of its Washington, DC offices from 1977 to 2003.

2004 to present

(table continued on next page)

The officers of the Fund (other than Messrs. Cohen and Steers, whose biographies are provided above), their address, their ages and their principal occupations for at least the past five years are set forth below.

Name, Address and Age¹

Position(s) Held
with Fund

Principal Occupation During At Least the Past 5 Years

Length
of Time
Served²

Adam M. Derechin
Age: 49

President and Chief Executive Officer

Chief Operating Officer of CSCM (since 2003) and CNS (since 2004). Prior to that, Senior Vice President of CSCM and Vice President and Assistant Treasurer of the Cohen & Steers funds.

Since 2005

Joseph M. Harvey
Age: 50

Vice President

President and Chief Investment Officer of CSCM (since 2003) and President of CNS (since 2004). Prior to that, Senior Vice President and Director of Investment Research of CSCM.

Since 2004

Jon Cheigh
Age: 41

Vice President

Executive Vice President (since 2012). Prior to that, Senior Vice President of CSCM.

Since 2007

Thomas N. Bohjalian
Age: 48

Vice President

Executive Vice President (since 2012). Prior to that, Senior Vice President of CSCM.

Since 2006

Francis C. Poli
Age: 51

Secretary

Executive Vice President, Secretary and General Counsel of CSCM and CNS since March 2007. Prior thereto, General Counsel of Allianz Global Investors of America LP.

Since 2007

James Giallanza
Age: 47

Treasurer and Chief Financial Officer

Senior Vice President of CSCM since September 2006.

Since 2006

Lisa D. Phelan
Age: 45

Chief Compliance Officer

Senior Vice President of CSCM since 2008. Chief Compliance Officer of CSCM, the Cohen & Steers funds, Cohen & Steers Asia Limited and CSSL since 2007, 2006, 2005 and 2004, respectively. Vice President of CSCM from 2006-2008.

Since 2006

(table continued on next page)

Cohen & Steers Privacy Policy

Facts				What Does Cohen & Steers Do With Your Personal Information?
Why?				Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?				The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Transaction history and account transactions • Purchase history and wire transfer instructions
How?				All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Cohen & Steers chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does Cohen & Steers share?	Can you limit this sharing?
For our everyday business purposes— such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or reports to credit bureaus	Yes	No
For our marketing purposes— to offer our products and services to you	Yes	No
For joint marketing with other financial companies—	No	We don't share
For our affiliates' everyday business purposes— information about your transactions and experiences	No	We don't share
For our affiliates' everyday business purposes— information about your creditworthiness	No	We don't share
For our affiliates to market to you—	No	We don't share
For non-affiliates to market to you—	No	We don't share

Questions? Call 800-330-7348

Cohen & Steers Privacy Policy—(Continued)

Who we are
Who is providing this notice?				Cohen & Steers Capital Management, Inc., Cohen & Steers Asia Limited, Cohen & Steers UK Limited, Cohen & Steers Securities, LLC, Cohen & Steers Private Funds and Cohen & Steers Open- and Closed-End Funds (collectively, Cohen & Steers).
What we do
How does Cohen & Steers protect my personal information?				To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We restrict access to your information to those employees who need it to perform their jobs, and also require companies that provide services on our behalf to protect your information.
How does Cohen & Steers collect my personal information?				We collect your personal information, for example, when you: • Open an account or buy securities from us • Provide account information or give us your contact information • Make deposits or withdrawals from your account We also collect your personal information from other companies.
Why can't I limit all sharing?				Federal law gives you the right to limit only: • sharing for affiliates' everyday business purposes—information about your creditworthiness • affiliates from using your information to market to you • sharing for non-affiliates to market to you State law and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates				Companies related by common ownership or control. They can be financial and nonfinancial companies. • Cohen & Steers does not share with affiliates.
Non-affiliates				Companies not related by common ownership or control. They can be financial and nonfinancial companies. • Cohen & Steers does not share with non-affiliates.
Joint marketing				A formal agreement between non-affiliated financial companies that together market financial products or services to you. • Cohen & Steers does not jointly market.

COHEN & STEERS
INSTITUTIONAL GLOBAL REALTY SHARES

• Designed for institutional investors seeking total return, investing primarily in global real estate securities

• Symbol: GRSIX

COHEN & STEERS GLOBAL INFRASTRUCTURE FUND

• Designed for investors seeking total return, investing primarily in global infrastructure securities

• Symbols: CSUAX, CSUBX*, CSUCX, CSUIX

COHEN & STEERS DIVIDEND VALUE FUND

• Designed for investors seeking long-term growth of income and capital appreciation, investing primarily in dividend paying common stocks and preferred stocks

• Symbols: DVFAX, DVFCX, DVFIX

COHEN & STEERS
PREFERRED SECURITIES AND INCOME FUND

• Designed for investors seeking total return (high current income and capital appreciation), investing primarily in preferred and debt securities

• Symbols: CPXAX, CPXCX, CPXIX

COHEN & STEERS REAL ASSETS FUND

• Designed for investors seeking total return and the maximization of real returns during inflationary environments by investing primarily in real assets

• Symbols: RAPAX, RAPCX, RAPIX, RAPRX, RAPZX

COHEN & STEERS
MLP & ENERGY OPPORTUNITY FUND

• Designed for investors seeking total return, investing primarily in midstream energy master limited partnership (MLP) units and related stocks

• Symbols: MLOAX, MLOCX, MLOIX, MLOZX

Item 2. Code of Ethics.

The Registrant has adopted an Amended and Restated Code of Ethics that applies to its Principal Executive Officer and Principal Financial Officer. The Code of Ethics was in effect during the reporting period. The Registrant has not amended the Code of Ethics as described in Form N-CSR during the reporting period. The Registrant has not granted any waiver, including an implicit waiver, from a provision of the Code of Ethics as described in Form N-CSR during the reporting period. A current copy of the Code of Ethics is available on the Registrant’s website at www.cohenandsteers.com/assets/content/uploads/code_of_ethics_exec_and_senior.pdf. Upon request, a copy of the Code of Ethics can be obtained free of charge by calling 800-330-7348 or writing to the Secretary of the Registrant, 280 Park Avenue, 10th floor, New York, NY 10017.

Item 3. Audit Committee Financial Expert.

The registrant’s board has determined that Michael G. Clark and Frank K. Ross, each a member of the board’s audit committee, are each an “audit committee financial expert”. Mr. Clark and Mr. Ross are each “independent,” as such term is defined in Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) — (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant’s principal accountant were as follows:

	2013		2012
Audit Fees	$	44,910	$	44,910
Audit-Related Fees	$	0	$	0
Tax Fees	$	6,200	$	6,200
All Other Fees	$	0	$	0

Tax fees were billed in connection with the preparation of tax returns, calculation and designation of dividends and other miscellaneous tax services.

(e)(1) The audit committee is required to pre-approve audit and non-audit services performed for the registrant by the principal accountant. The audit committee also is required to pre-approve non-audit services performed by the registrant’s principal accountant for the registrant’s investment advisor and any sub-advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the registrant’s investment advisor that provides ongoing services to the registrant, if the engagement for services relates directly to the operations and financial reporting of the registrant.

The audit committee may delegate pre-approval authority to one or more of its members who are independent members of the board of directors of the registrant. The member or members to whom such authority is delegated shall report any pre-approval decisions to the audit committee at its next scheduled meeting. The audit committee may not delegate its responsibility to pre-

approve services to be performed by the registrant’s principal accountant to the investment advisor.

(e)(2) No services included in (b) — (d) above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) For the fiscal years ended December 31, 2013 and December 31, 2012, the aggregate fees billed by the registrant’s principal accountant for non-audit services rendered to the registrant and for non-audit services rendered to the registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the registrant’s investment advisor that provides ongoing services to the registrant were:

	2013		2012
Registrant	$	6,200	$	6,200
Investment Advisor	$	15,000	$	15,000

(h) The registrant’s audit committee considered whether the provision of non-audit services that were rendered to the registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the registrant’s investment advisor that provides ongoing services to the registrant that were not required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X was compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

Included in Item 1 above.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

None.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(b) There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Not Applicable.

(a)(2) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(a)(3) Not applicable.

(b) Certifications of chief executive officer and chief financial officer as required by Rule 30a- 2(b) under the Investment Company Act of 1940.

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.

COHEN & STEERS INSTITUTIONAL REALTY SHARES, INC.

By:	/s/ Adam M. Derechin
	Name: Adam M. Derechin
	Title: President and Chief Executive Officer

Date: February 28, 2014

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.

By:	/s/ Adam M. Derechin
	Name:	Adam M. Derechin
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

By:	/s/ James Giallanza
	Name:		James Giallanza
	Title:		Treasurer and Chief Financial Officer
			(Principal Financial Officer)


Date: February 28, 2014

				1 Year				5 Years				10 Years				Since Inception^b
Fund					3.46	%			16.64	%			9.65	%			12.15	%

			Number of Shares		Value
SPECIALTY	0.4%
Digital Realty Trust				184,922	$	9,083,369
TOTAL REAL ESTATE						2,415,425,921
TOTAL INVESTMENTS (Identified cost—$1,976,804,050)	99.6	%				2,420,415,763
OTHER ASSETS IN EXCESS OF LIABILITIES	0.4					10,709,283
NET ASSETS (Equivalent to $40.77 per share based on 59,630,664 shares of common stock outstanding)	100.0	%			$	2,431,125,046