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): July 22, 2009

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On July 22, 2009, Cohen & Steers, Inc. (the “Company”) issued a press release regarding the Company’s earnings and business for the quarter ended June 30, 2009. A copy of the press release issued by the Company is attached as Exhibit 99.1. All information in the press release is furnished, but not filed.

In the attached press release, the Company discloses earnings per share, non-operating income and pretax income from continuing operations for the three and six months ended June 30, 2009, each adjusted to exclude the effect of other-than-temporary impairment charges recorded on the Company’s available-for-sale securities.

The Company’s management believes that because the aforementioned charges are unusual to its business, the disclosed non-GAAP earnings per share, non-operating income and pretax income information enhance understanding of the Company’s operating performance.

A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release. While the Company’s management believes that this non-GAAP financial information is useful in evaluating the Company’s operations, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP.

Item 9.01. Financial Statements and Exhibits

 (d) Exhibits.  The exhibit listed on the Exhibit Index accompanying this Form 8-K is furnished 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: July 22, 2009	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 July 22, 2009 issued by the Company with respect to the Company’s second quarter 2009 earnings.

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EX-99.1

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.

Tel (212) 446-9168

COHEN & STEERS REPORTS SECOND QUARTER

2009 RESULTS

NEW YORK, NY, July 22, 2009—Cohen & Steers, Inc. (NYSE: CNS) reported a loss from continuing operations attributable to common shareholders of $6.4 million, or $0.15 per share (diluted and basic), for the quarter ended June 30, 2009, compared with income from continuing operations attributable to common shareholders of $14.0 million, or $0.33 per diluted share and $0.34 per basic share, for the quarter ended June 30, 2008. Total revenue for the second quarter of 2009 was $26.4 million, a decrease of 51.6% from $54.4 million for the second quarter of 2008.

The second quarter 2009 results from continuing operations attributable to common shareholders include an after-tax expense of approximately $0.30 per share due to other-than-temporary impairment charges recorded on available-for-sale securities. After adjusting for this item, earnings per share from continuing operations attributable to common shareholders would have been $0.15 for the quarter ended June 30, 2009.

For the six months ended June 30, 2009, the company recorded a loss from continuing operations attributable to common shareholders of $20.9 million, or $0.49 per share (diluted and basic), compared with income from continuing operations attributable to common shareholders of $27.9 million, or $0.66 per diluted share and $0.67 per basic share, for the six months ended June 30, 2008. The 2009 results include the after-tax expense mentioned above totaling approximately $0.30 per share and an after-tax expense of approximately $0.39 per share due to the previously reported other-than-temporary impairment charges recorded during the first quarter of 2009. After adjusting for these items, earnings per share would have been $0.20 per share for the six months ended June 30, 2009.

Assets Under Management

Assets under management were $16.3 billion as of June 30, 2009, an increase of 40.7% from $11.6 billion at March 31, 2009 and a decrease of 39.5% from $27.0 billion at June 30, 2008. The increase from March 31, 2009 was due to market appreciation of $3.3 billion and net inflows of $1.4 billion. The decrease from June 30, 2008 was due to market depreciation of $9.1 billion and net outflows of $1.5 billion. Average assets under management were $14.6 billion for the quarter ended June 30, 2009, an increase of 15.3% from $12.7 billion for the quarter ended March 31, 2009 and a decrease of 49.9% from $29.2 billion for the quarter ended June 30, 2008.

Open-end mutual funds had net inflows of $161 million during the quarter ended June 30, 2009. Average assets under management for open-end mutual funds were $3.8 billion in the quarter ended June 30, 2009, an increase of 13.3% from $3.4 billion in the quarter ended March 31, 2009 and a decrease of 55.0% from $8.4 billion in the quarter ended June 30, 2008.

Closed-end mutual funds had inflows of $448 million during the quarter ended June 30, 2009 through an increase in the funds’ credit facility. Average assets under management for closed-end mutual funds were $3.9 billion in the quarter ended June 30, 2009, an increase of 3.5% from $3.7 billion in the quarter ended March 31, 2009 and a decrease of 61.8% from $10.1 billion in the quarter ended June 30, 2008.

Institutional separate accounts had net inflows of $782 million during the quarter ended June 30, 2009. Average assets under management for institutional separate accounts were $7.0 billion in the quarter ended June 30, 2009, an increase of 24.4% from $5.6 billion in the quarter ended March 31, 2009 and a decrease of 34.7% from $10.7 billion in the quarter ended June 30, 2008.

“Our strategy to grow our asset gathering capabilities despite the economic challenges we are facing is beginning to pay off,” said Robert Steers, co-chairman and co-chief executive officer of Cohen & Steers. “We recorded significant net inflows into both our open-end mutual funds and our institutional separate account offerings. In addition, our institutional pipeline has never been more promising.”

Results From Continuing Operations

Total revenue was $26.4 million for the three months ended June 30, 2009, a decrease of 51.6% from $54.4 million for the three months ended June 30, 2008. Operating expenses were $25.9 million for the three months ended June 30, 2009, a decrease of 21.7% from $33.1 million for the three months ended June 30, 2008. Operating income was $423,000 for the three months ended June 30, 2009, compared with $21.3 million for the three months ended June 30, 2008. Non-operating loss was $5.4 million for the three months ended June 30, 2009, compared with non-operating income of $1.4 million for the three months ended June 30, 2008. Excluding the other-than-temporary impairment charge of $14.0 million, non-operating income would have been $8.7 million for the three months ended June 30, 2009. Pretax loss was $4.9 million for the three months ended June 30, 2009, compared with pretax income of $22.7 million for the three months ended June 30, 2008. Excluding the aforementioned other-than-temporary impairment charge, pretax income would have been $9.1 million for the three months ended June 30, 2009.

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Total revenue was $49.9 million for the six months ended June 30, 2009, a decrease of 53.8% from $108.0 million for the six months ended June 30, 2008. Operating expenses were $49.3 million for the six months ended June 30, 2009, a decrease of 25.9% from $66.6 million for the six months ended June 30, 2008. Operating income was $560,000 for the six months ended June 30, 2009, compared with $41.4 million for the six months ended June 30, 2008. Non-operating loss was $21.7 million for the six months ended June 30, 2009, compared with non-operating income of $3.4 million for the six months ended June 30, 2008. Excluding the other-than-temporary impairment charges of $32.2 million, non-operating income would have been $10.5 million for the six months ended June 30, 2009. Pretax loss was $21.1 million for the six months ended June 30, 2009, compared with pretax income of $44.8 million for the six months ended June 30, 2008. Excluding the aforementioned other-than-temporary impairment charge, pretax income would have been $11.1 million for the six months ended June 30, 2009.

Balance Sheet Information

As of June 30, 2009, cash, cash equivalents, investments, available-for-sale and seed capital investments (excluding cash and marketable securities attributable to the consolidation of the company’s long-short global real estate fund) were $163 million. As of June 30, 2009, stockholders’ equity was $253 million and the company had no long-term or short-term debt.

Conference Call Information

Cohen & Steers will hold a conference call tomorrow, July 23, 2009 at 11:00 a.m. (ET) to discuss the company's second quarter results. Investors and analysts can access the live conference call by dialing (866) 672-2663 (domestic) or (973) 582-2772 (international); passcode: 19991590. Participants should plan to register at least 10 minutes before the conference call begins.

A replay of the call will be available for two weeks starting at approximately 2:00 p.m. (ET) on July 23, 2009 and can be accessed at (800) 642-1687 (domestic) or (706) 645-9291 (international); passcode: 19991590. Internet access to the Web cast, which includes audio (listen-only), will be available on the company's Web site at cohenandsteers.com under "Corporate Info."  The Web cast will be archived on the Web site for two weeks.

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About Cohen & Steers, Inc.

Cohen & Steers is a manager of income-oriented equity portfolios specializing in U.S. and international real estate securities, large cap value stocks, utilities and listed infrastructure, and preferred securities. The company also offers alternative investment strategies such as hedged real estate securities portfolios and private real estate multimanager strategies. Headquartered in New York City, with offices in London, Brussels, Hong Kong and Seattle, Cohen & Steers serves individual and institutional investors through a broad range of investment vehicles.

Forward-Looking Statements

This press release and other statements that Cohen & Steers may make may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect the company's current views with respect to, among other things, its 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. The company believes that these factors include, but are not limited to, those described in the "Risk Factors" section of the company's Annual Report on Form 10-K for the year ended December 31, 2008, which is accessible on the Securities and Exchange Commission's Web site at sec.gov and on the company’s Web site at www.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 release. The company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

#  #  #  #

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Cohen & Steers, Inc. and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

For the Periods Ended

(in thousands, except per share data)

	Three Months Ended									% Change From
	June 30, 2009			March 31, 2009			June 30, 2008			March 31, 2009			June 30, 2008
Revenue
Investment advisory and administration fees	$	23,997		$	21,073		$	47,901
Distribution and service fees		1,695			1,607			5,202
Portfolio consulting and other		663			820			1,307
Total revenue		26,355			23,500			54,410			12.1	%		(51.6	%)
Expenses
Employee compensation and benefits		14,916			12,175			16,481
Distribution and service fees		3,132			3,070			6,744
General and administrative		6,668			6,832			8,037
Depreciation and amortization		1,028			1,020			839
Amortization, deferred commissions		188			266			1,017
Total expenses		25,932			23,363			33,118			11.0	%		(21.7	%)
Operating income		423			137			21,292			*			(98.0	%)
Non-operating income
Interest and dividend income - net		660			666			1,610
Loss from marketable securities - net		(6,349	)		(16,751	)		(364	)
Foreign currency gain (loss) - net		326			(243	)		145
Total non-operating (loss) income		(5,363	)		(16,328	)		1,391			(67.2	%)		*
(Loss) income from continuing operations before
provision for income taxes		(4,940	)		(16,191	)		22,683			(69.5	%)		*
Provision (benefit) for income taxes		971			(1,802	)		8,648
(Loss) income from continuing operations		(5,911	)		(14,389	)		14,035			(58.9	%)		*
Loss from discontinued operations, net of tax		(5	)		(5	)		(455	)		0.0	%		(98.9	%)
Net (loss) income		(5,916	)		(14,394	)		13,580			(58.9	%)		*
Less: Net income attributable to redeemable noncontrolling interest		(505	)		(85	)		-
Net (loss) income attributable to common shareholders	$	(6,421	)	$	(14,479	)	$	13,580			(55.7	%)		*
Earnings per share - Basic:
(Loss) income from continuing operations attributable to
common shareholders	$	(0.15	)	$	(0.34	)	$	0.34			(55.8	%)		*
Loss from discontinued operations, net of tax,
attributable to common shareholders	$	(0.00	)	$	(0.00	)	$	(0.01	)		0.0	%		(98.9	%)
Net (loss) income attributable to common shareholders	$	(0.15	)	$	(0.34	)	$	0.32			(55.8	%)		*
Earnings per share - Diluted:
(Loss) income from continuing operations attributable to
common shareholders	$	(0.15	)	$	(0.34	)	$	0.33			(55.8	%)		*
Loss from discontinued operations, net of tax,
attributable to common shareholders	$	(0.00	)	$	(0.00	)	$	(0.01	)		0.0	%		(98.9	%)
Net (loss) income attributable to common shareholders	$	(0.15	)	$	(0.34	)	$	0.32			(55.8	%)		*
Weighted average shares outstanding
Basic		42,360			42,198			41,850
Diluted		42,360			42,198			42,037
* Not meaningful

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Cohen & Steers, Inc. and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

For the Periods Ended

(in thousands, except per share data)

	Six Months Ended						% Change From
	June 30, 2009			June 30, 2008			June 30, 2008
Revenue
Investment advisory and administration fees	$	45,070		$	94,544
Distribution and service fees		3,302			10,576
Portfolio consulting and other		1,483			2,877
Total revenue		49,855			107,997			(53.8	%)
Expenses
Employee compensation and benefits		27,091			32,584
Distribution and service fees		6,202			13,366
General and administrative		13,500			15,813
Depreciation and amortization		2,048			1,792
Amortization, deferred commissions		454			3,013
Total expenses		49,295			66,568			(25.9	%)
Operating income		560			41,429			(98.6	%)
Non-operating income
Interest and dividend income - net		1,326			3,208
Loss from marketable securities - net		(23,100	)		(308	)
Foreign currency gain - net		83			500
Total non-operating (loss) income		(21,691	)		3,400			*
(Loss) income from continuing operations before
provision for income taxes		(21,131	)		44,829			*
(Benefit) provision for income taxes		(831	)		16,938
(Loss) income from continuing operations		(20,300	)		27,891			*
Loss from discontinued operations, net of tax		(10	)		(1,311	)		(99.2	%)
Net (loss) income		(20,310	)		26,580			*
Less: Net income attributable to redeemable noncontrolling interest		(590	)		-
Net (loss) income attributable to common shareholders	$	(20,900	)	$	26,580			*
Earnings per share - Basic:
(Loss) income from continuing operations attributable to
common shareholders	$	(0.49	)	$	0.67			*
Loss from discontinued operations, net of tax,
attributable to common shareholders	$	(0.00	)	$	(0.03	)		(99.2	%)
Net (loss) income attributable to common shareholders	$	(0.49	)	$	0.63			*
Earnings per share - Diluted:
(Loss) income from continuing operations attributable to
common shareholders	$	(0.49	)	$	0.66			*
Loss from discontinued operations, net of tax,
attributable to common shareholders	$	(0.00	)	$	(0.03	)		(99.2	%)
Net (loss) income attributable to common shareholders	$	(0.49	)	$	0.63			*
Weighted average shares outstanding
Basic		42,279			41,877
Diluted		42,279			42,086
* Not meaningful

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Cohen & Steers, Inc. and Subsidiaries

Assets Under Management (Unaudited)

For the Periods Ended

(in millions)

	Three Months Ended									% Change From
	June 30, 2009			March 31, 2009			June 30, 2008			March 31, 2009			June 30, 2008
Open-End Mutual Funds
Assets under management, beginning of period	$	3,102		$	4,280		$	8,432
Inflows		431			324			660
Outflows		(270	)		(400	)		(818	)
Net inflows (outflows)		161			(76	)		(158	)
Market appreciation (depreciation)		975			(1,102	)		(630	)
Total increase (decrease)		1,136			(1,178	)		(788	)
Assets under management, end of period	$	4,238		$	3,102		$	7,644			36.6	%		(44.6	%)
Average assets under management for period	$	3,803		$	3,357		$	8,448			13.3	%		(55.0	%)
Closed-End Mutual Funds
Assets under management, beginning of period	$	3,029		$	4,278		$	9,724
Inflows		448			-			-
Outflows		-			(395	)		-
Net inflows (outflows)		448			(395	)		-
Market appreciation (depreciation)		736			(854	)		(193	)
Total increase (decrease)		1,184			(1,249	)		(193	)
Assets under management, end of period	$	4,213		$	3,029		$	9,531			39.1	%		(55.8	%)
Average assets under management for period	$	3,855		$	3,723		$	10,100			3.5	%		(61.8	%)
Institutional Separate Accounts
Assets under management, beginning of period	$	5,469		$	6,544		$	10,414
Inflows		954			522			776
Outflows		(172	)		(127	)		(618	)
Net inflows		782			395			158
Market appreciation (depreciation)		1,618			(1,470	)		(787	)
Total increase (decrease)		2,400			(1,075	)		(629	)
Assets under management, end of period	$	7,869		$	5,469		$	9,785			43.9	%		(19.6	%)
Average assets under management for period	$	6,970		$	5,605		$	10,673			24.4	%		(34.7	%)
Total
Assets under management, beginning of period	$	11,600		$	15,102		$	28,570
Inflows		1,833			846			1,436
Outflows		(442	)		(922	)		(1,436	)
Net inflows (outflows)		1,391			(76	)		-
Market appreciation (depreciation)		3,329			(3,426	)		(1,610	)
Total increase (decrease)		4,720			(3,502	)		(1,610	)
Assets under management, end of period	$	16,320		$	11,600		$	26,960			40.7	%		(39.5	%)
Average assets under management for period	$	14,628		$	12,685		$	29,221			15.3	%		(49.9	%)

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Cohen & Steers, Inc. and Subsidiaries

Assets Under Management (Unaudited)

For the Periods Ended

(in millions)

	Six Months Ended						% Change From
	June 30, 2009			June 30, 2008			June 30, 2008
Open-End Mutual Funds
Assets under management, beginning of period	$	4,280		$	8,900
Inflows		755			1,548
Outflows		(670	)		(1,949	)
Net inflows (outflows)		85			(401	)
Market depreciation		(127	)		(855	)
Total decrease		(42	)		(1,256	)
Assets under management, end of period	$	4,238		$	7,644			(44.6	%)
Average assets under management for period	$	3,580		$	8,308			(56.9	%)
Closed-End Mutual Funds
Assets under management, beginning of period	$	4,278		$	10,274
Inflows		448			-
Outflows		(395	)		-
Net inflows		53			-
Market depreciation		(118	)		(743	)
Total decrease		(65	)		(743	)
Assets under management, end of period	$	4,213		$	9,531			(55.8	%)
Average assets under management for period	$	3,788		$	9,970			(62.0	%)
Institutional Separate Accounts
Assets under management, beginning of period	$	6,544		$	10,612
Inflows		1,476			1,093
Outflows		(299	)		(1,218	)
Net inflows (outflows)		1,177			(125	)
Market appreciation (depreciation)		148			(702	)
Total increase (decrease)		1,325			(827	)
Assets under management, end of period	$	7,869		$	9,785			(19.6	%)
Average assets under management for period	$	6,288		$	10,586			(40.6	%)
Total
Assets under management, beginning of period	$	15,102		$	29,786
Inflows		2,679			2,641
Outflows		(1,364	)		(3,167	)
Net inflows (outflows)		1,315			(526	)
Market depreciation		(97	)		(2,300	)
Total increase (decrease)		1,218			(2,826	)
Assets under management, end of period	$	16,320		$	26,960			(39.5	%)
Average assets under management for period	$	13,656		$	28,864			(52.7	%)

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Cohen & Steers, Inc. and Subsidiaries

Assets Under Management (Unaudited)

By Investment Category

(in millions)

	As of June 30, 2009		As of March 31, 2009		As of June 30, 2008
Open-End Mutual Funds
U.S. Real Estate	$	2,362	$	1,671	$	3,848
International Real Estate		1,535		1,099		3,293
Large Cap Value		154		128		141
Preferreds		8		8		13
Utilities and Listed Infrastructure		71		48		28
Other		108		148		321
Assets under management, end of period	$	4,238	$	3,102	$	7,644
Closed-End Mutual Funds
U.S. Real Estate	$	1,233	$	774	$	3,533
International Real Estate		68		46		305
Large Cap Value		212		178		518
Preferreds		1,123		774		2,264
Utilities and Listed Infrastructure		1,080		827		2,334
Other		497		430		577
Assets under management, end of period	$	4,213	$	3,029	$	9,531
Institutional Separate Accounts
U.S. Real Estate	$	2,997	$	2,051	$	4,478
International Real Estate		2,825		1,947		3,616
Large Cap Value		1,351		713		742
Preferreds		479		421		704
Utilities and Listed Infrastructure		12		10		12
Other		205		327		233
Assets under management, end of period	$	7,869	$	5,469	$	9,785
Total
U.S. Real Estate	$	6,592	$	4,496	$	11,859
International Real Estate		4,428		3,092		7,214
Large Cap Value		1,717		1,019		1,401
Preferreds		1,610		1,203		2,981
Utilities and Listed Infrastructure		1,163		885		2,374
Other		810		905		1,131
Assets under management, end of period	$	16,320	$	11,600	$	26,960

9

Cohen & Steers, Inc. and Subsidiaries

Other Fee Earning Assets (Unaudited)

(in millions)

	As of June 30, 2009		As of March 31, 2009		As of June 30, 2008
Unified Managed Accounts
Other fee earning assets, end of period	$	268	$	178	$	196
Exchange Traded Funds
Other fee earning assets, end of period	$	1,104	$	828	$	2,354
Unit Investment Trusts
Other fee earning assets, end of period	$	1,124	$	904	$	1,578
Total
Other fee earning assets, end of period	$	2,496	$	1,910	$	4,128

Note: Other fee earning assets are defined as assets for which the company provides investment advice but for which the company has no discretion to execute trades, and therefore are not included in the company’s reported assets under management.

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