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): April 10, 2006

Cohen & Steers, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32236	14-1904657
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

280 Park Avenue, New York, New York	10017
(Address of Principal Executive Offices)	(Zip Code)

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

_________________________________________
(Former name or former address, if changed from 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:

£ 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 1.01. Entry into a Material Definitive Agreement

On April 10, 2006, Cohen & Steers, Inc. (the “Company”) issued a press release regarding the Company’s agreement to terminate additional compensation agreements relating to the offering of seven Cohen & Steers closed-end funds. 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. The exhibit listed on the Exhibit Index accompanying this Form 8-K is filed herewith.

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SIGNATURE

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: April 10, 2006	By:	/s/ Matthew S. Stadler
		Name:	Matthew S. Stadler
		Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

99.1 Press release dated April 10, 2006 issued by the Company regarding the Company’s agreement to terminate additional compensation agreements relating to the offering of seven Cohen & Steers closed-end funds.

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EX-99

Cohen & Steers, Inc. 280 Park Avenue New York, NY 10017-1216 Tel 212.832.3232

Contact:

Matthew S. Stadler

Executive Vice President

Chief Financial Officer

Cohen & Steers, Inc.

(212) 446-9168

Cohen & Steers, Inc. Reaches Agreement to Terminate Additional Compensation Agreements

New York, April 10, 2006 — Cohen & Steers, Inc. (NYSE:CNS) today announced that it has agreed with Merrill Lynch, Pierce, Fenner and Smith Incorporated (“Merrill Lynch”) to terminate its additional compensation agreements entered into in connection with the common share offerings of seven Cohen & Steers closed-end mutual funds. These agreements obligated Cohen & Steers to make certain periodic payments over time in connection with these funds. In exchange for the termination of these agreements, Cohen & Steers will pay Merrill Lynch a lump sum payment of $72 million.

The payment will be funded from the company’s working capital and will be recorded as a one-time expense in the second quarter of 2006. Termination of these additional compensation agreements will reduce the company’s future distribution expense, and is expected to result in annualized after-tax earnings accretion of approximately $0.12 to $0.14 per share.

About Cohen & Steers. Cohen & Steers is a manager of high-income equity portfolios, specializing in U.S. REITs, international real estate securities, preferred securities, utilities and large cap value stocks. Headquartered 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 the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2005, which is accessible on the Securities and Exchange Commission’s Web site at http://www.sec.gov and on Cohen & Steers’ 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.