Report of Independent Registered Public
Accounting Firm

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

In planning and performing our audit of the financial
statements of Cohen & Steers Institutional Realty Shares,
Inc. (the "Fund") as of and for the year ended December
31, 2019, in accordance with the standards of the Public
Company Accounting Oversight Board (United States)
(PCAOB), we considered the Fund's internal control over
financial reporting, including controls over safeguarding
securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on
the financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting.  Accordingly, we
do not express an opinion on the effectiveness of the
Fund's internal control over financial reporting.

The management of the Fund is responsible for
establishing and maintaining effective internal control
over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required to
assess the expected benefits and related costs of controls.
A company's internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes
in accordance with generally accepted accounting
principles. A company's internal control over financial
reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements
in accordance with generally accepted accounting
principles, and that receipts and expenditures of the
company are being made only in accordance with
authorizations of management and directors of the
company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company's assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
company's annual or interim financial statements will
not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control over financial reporting
that might be material weaknesses under standards
established by the PCAOB. However, we noted no
deficiencies in the Fund's internal control over financial
reporting and its operation, including controls over
safeguarding securities, that we consider to be a material
weakness as defined above as of December 31, 2019.


This report is intended solely for the information and use
of the Board of Directors of Cohen & Steers Institutional
Realty Shares, Inc. and the Securities and Exchange
Commission and is not intended to be and should not be
used by anyone other than these specified parties.



/s/ PricewaterhouseCoopers LLP
New York, New York
February 21, 2020