SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(D)(1) or 13(E)(1) of the

Securities Exchange Act Of 1934

(Amendment No. 2)

NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.

(Name of Subject Company (Issuer))

NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.

(Name of Filing Person (Issuer))

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

64190A103

(CUSIP Number of Class of Securities)

Robert Conti

Chief Executive Officer and President

Neuberger Berman Real Estate Securities Income Fund Inc.

c/o Neuberger Berman Management LLC

605 Third Avenue

New York, NY 10158-0180

Telephone:  (877) 628-2583

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

Arthur C. Delibert, Esq.

K&L Gates LLP

1601 K Street, NW

Washington, DC  20006

Telephone:  (202)  778-9000

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
$11,582,140 (a)	$825.81 (b)

(a)           Calculated as the aggregate maximum purchase price to be paid for 3,253,410 shares in the offer, based upon a price of 98% of the net asset value per share of $3.63 on June 8, 2010.

(b)           Calculated at $71.30 per $1,000,000 of the Transaction Valuation.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $825.81	Filing Party:  Neuberger Berman Real Estate Securities Income Fund Inc.
Form or Registration No.:  Schedule TO	Date Filed: June 11, 2010

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.   x

Items 1 through 9 and Item 11.

This Amendment No. 2 hereby amends and supplements the Tender Offer Statement on Schedule TO initially filed by Neuberger Berman Real Estate Securities Income Fund Inc., a Maryland corporation (the “Fund”), with the Securities and Exchange Commission (the “Commission”) on June 11, 2010, as amended by Amendment No. 1 to Schedule TO filed with the Commission on July 12, 2010 (as amended hereby, the “Schedule TO”).  The Schedule TO relates to the Fund’s offer to purchase up to 5% of its outstanding shares of common stock, par value $0.0001 per share (the “Offer”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated June 11, 2010 and the related Letter of Transmittal,as the same may be amended or supplemented, copies of which have been filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.  Filed herewith as Exhibit (a)(5)(iii) is a copy of the press release issued by the Fund dated July 14, 2010 announcing the results of the Offer and the information contained therein is incorporated herein by reference.

Except as amended herein, the information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.

Item 12.                      Exhibits.

Item 12 is hereby amended to add the following exhibit.

Exhibit No.	Document
(a)(5)(iii)	Press Release issued by the Fund dated July 14, 2010.

Item 13.

Not applicable.

Signature

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC.
By:	/s/ Robert Conti
Name:	Robert Conti
Title:	President and Chief Executive Officer

Dated as of:                      July 14, 2010

Exhibit Index

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated June 11, 2010.1
(a)(1)(ii)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). 1
(a)(1)(iii)	Notice of Guaranteed Delivery. 1
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. 1
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. 1
(a)(1)(vi)	Notice of Withdrawal. 1
(a)(5)(i)	Press Release issued by the Fund dated June 11, 2010. 1
(a)(5)(ii)	Press Release issued by the Fund dated July 12, 2010. 2
(a)(5)(iii)	Press Release issued by the Fund dated July 14, 2010. (Filed herewith).

1	Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on June 11, 2010.
2	Previously filed as an exhibit to Amendment No. 1 to the Schedule TO filed by the Fund with the Commission on July 12, 2010.

EX-99.(A)(5)(III)

Neuberger Berman Management LLC 605 Third Avenue New York, NY 10158-3698 Tel 212.476.9000  

Contact:

Neuberger Berman Management LLC

Investor Information

(877) 461-1899

NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND

ANNOUNCES FINAL RESULTS OF TENDER OFFER

NEW YORK, NY July 14, 2010 — Neuberger Berman Real Estate Securities Income Fund Inc. (NYSE Amex: NRO) (the “Fund”) announced the final results of its tender offer.  The tender offer, which expired at 5:00 p.m., New York time on Friday July 9, 2010, was oversubscribed.

In accordance with the terms of the Fund’s Offer to Purchase, notwithstanding that its tender offer was oversubscribed, the Fund will accept all common stock properly tendered by stockholders holding fewer than 100 shares of common stock who tendered all of their shares and provided appropriate certification as part of their tender (“odd-lot adjustment”).  Since the total number of shares tendered exceeded the number of shares the Fund offered to purchase, it will purchase 5% of its outstanding common stock on a pro-rata basis, after making the odd-lot adjustment, based on the number of shares properly tendered (the “Pro-Ration Factor”).  The final results of the tender offer are provided in the table below.

Number of Shares Tendered	Number of Tendered Shares to be Purchased	Pro-Ration Factor	Purchase Price (98% of NAV on  Expiration Date)	Number of Outstanding Shares after Tender Offer
11,133,542.6545	3,253,410	29.17%	$3.64	61,814,787.129

The Fund will purchase the common stock that it has accepted for payment as promptly as practicable.  Stockholders who have questions regarding the tender offer should contact their financial advisors, or should call Mellon Investor Services LLC, the information agent for the tender offer, at (866) 223-8669 or the Fund at (877) 461-1899.

About Neuberger Berman

Neuberger Berman Group LLC is one of the world’s leading independent, employee-controlled asset management companies. As of March 31, 2010, assets under management were approximately $180 billion. Established in 1939, Neuberger Berman is a leader in a broad range of global investment solutions – equity, fixed income, and alternatives – to institutions and individuals through customized separately managed accounts, mutual funds and alternative investment products. For more information please visit our website at www.nb.com.

# # #

Statements made in this release that look forward in time involve risks and uncertainties and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such risks and uncertainties include, without limitation, the adverse effect from a decline in the securities markets or a decline in the Fund’s performance, a general downturn in the economy, competition from other closed-end investment companies, changes in government policy or regulation, inability of the Fund’s investment adviser to attract or retain key employees, inability of the Fund to implement its investment strategy, inability of the Fund to manage rapid expansion and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations.