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): October 25, 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 2.02. Results of Operations and Financial Condition

On October 25, 2006, Cohen & Steers, Inc. (the “Company”) issued a press release regarding the Company’s earnings and business for the quarter ended September 30, 2006. 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The exhibit listed on the Exhibit Index accompanying this Form 8-K is furnished herewith.

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: October 25, 2006	By:	/s/ Matthew S. Stadler
	Name:	Matthew S. Stadler
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

99.1 Press release dated October 25, 2006 issued by the Company with respect to the Company’s third quarter 2006 earnings.

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.

(212) 446-9168

COHEN & STEERS REPORTS THIRD QUARTER 2006 RESULTS

Reports Record Quarterly Revenue and Earnings

Assets Under Management Reach Record High of $25.5 Billion

NEW YORK, NY, October 25, 2006 — Cohen & Steers, Inc. (NYSE: CNS) today reported record net income of $15.7 million, or $0.39 per share (diluted and basic) for the quarter ended September 30, 2006, compared with net income of $8.0 million, or $0.20 per share (diluted and basic) for the quarter ended September 30, 2005. Total revenue in the third quarter of 2006 was $54.0 million, up 48.1% from $36.4 million in the third quarter of 2005.

For the nine months ended September 30, 2006, the Company recorded a net loss of $13.4 million, or $0.34 per share (diluted and basic), which includes a $1.25 per share after-tax expense associated with the termination of additional compensation agreements for certain of the Company’s closed-end mutual funds and a $0.02 per share after-tax gain from the sale of property and equipment. In the comparable period in 2005, net income was $23.6 million or $0.58 per diluted share and $0.59 per basic share. The 2005 results were reduced by $0.05 per share attributable to a decrease in the Company’s net deferred tax asset and expenses associated with the launch of four mutual funds. Total revenue was $133.9 million for the nine months ended September 30, 2006, up 23.1% from $108.8 million for the nine months ended September 30, 2005.

Assets Under Management

Assets under management reached a record $25.5 billion at September 30, 2006, a 9.6% increase from $23.2 billion at June 30, 2006 and a 26.3% increase from $20.2 billion at September 30, 2005.

The Company had record net inflows of $446 million into its open-end mutual funds during the quarter ended September 30, 2006, led by U.S. and international real estate securities portfolios. “We are beginning to see positive results from the recently completed expansion of our retail sales force,” stated Robert Steers, co-chairman and co-chief executive officer of Cohen & Steers.

Assets managed by Houlihan Rovers, the Company’s Brussels-based affiliate, were $3.5 billion at September 30, 2006, a 21.2% increase from $2.9 billion at June 30, 2006 and a 190.0% increase from $1.2 billion at September 30, 2005. Cohen & Steers assets under management at September 30, 2006, June 30, 2006 and September 30, 2005 included $2.6 billion, $2.1 billion and $387 million, respectively, of assets managed by Houlihan Rovers through sub-advisory and similar arrangements.

Recent Developments

The Company recently announced that it reached an agreement to acquire the remaining 50% of Houlihan Rovers. “This further demonstrates our commitment to expand our international presence and will allow us to fully integrate our global platform,” said Martin Cohen, co-chairman and co-chief executive officer of Cohen & Steers.

Other recent highlights include:

• Cohen & Steers Asia Pacific Realty Shares, an open-end mutual fund launched in July 2006, recorded $52 million of net inflows.

• The investment banking segment achieved record quarterly revenue and record quarterly pretax earnings.

• The Company filed a registration statement with the Securities and Exchange Commission for Cohen & Steers Closed-End Opportunity Fund. This closed-end mutual fund will seek to maximize total return through investment in a portfolio of closed-end management investment companies that invest significantly in equity or income-producing securities.

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• Three of the Company’s funds were recently named to the Wall Street Journal’s “Category Kings” rankings, a list of top-performing mutual funds in a wide variety of sectors and asset classes based on 3-month, 1-year, 5-year and 10-year returns.

• Cohen & Steers was named Nonprofit Real Asset Manager of the Year by Institutional Investor.

• The Company’s website, www.cohenandsteers.com, was awarded the “Best Mutual Fund WebSite Award” for the second consecutive year in the Web Marketing Association’s 2006 competition.

Asset Management Segment

Total revenue for the asset management segment was $44.1 million for the three months ended September 30, 2006, an increase of 24.1% from $35.5 million for the three months ended September 30, 2005. Asset management recorded pretax net income of $17.2 million for the three months ended September 30, 2006, an increase of 25.5% from $13.7 million for the third quarter of 2005. Assets under management reached $25.5 billion at September 30, 2006, an increase of 26.3% from $20.2 billion at September 30, 2005.

The Company recorded net inflows of $446 million into open-end mutual funds during the quarter ended September 30, 2006. This marked the fifth consecutive quarter of positive inflows into open-end mutual funds, and was led by Cohen & Steers International Realty Fund which had net inflows of $348 million.

Institutional separate accounts had net outflows of $5 million during the quarter ended September 30, 2006. The impact of client rebalancing, which continued in the face of strong performance, was neutralized by inflows resulting from new client relationships and accounts generated by the institutional marketing team.

Houlihan Rovers recorded net income of $1.0 million for the quarter ended September 30, 2006, up from $570,000 for the quarter ended September 30, 2005. The Company records 50% of Houlihan Rovers’ net income.

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Investment Banking Segment

Total revenue for the investment banking segment was $10.4 million for the quarter ended September 30, 2006, compared with $1.2 million for the quarter ended September 30, 2005. The investment banking segment recorded pretax income of $6.2 million for the quarter ended September 30, 2006, compared with a pretax loss of $445,000 for the quarter ended September 30, 2005. Revenue from investment banking activity is dependent on the completion of transactions, the timing of which cannot reasonably be predicted.

Conference Call Information

Cohen & Steers will hold a conference call tomorrow, October 26, 2006 at 11:00 a.m. Eastern Time to discuss the Company’s third quarter results. Investors and analysts can access the live conference call by dialing (800) 683-1565 (domestic) and (973) 935-2101 (international); PIN: 8013398. A replay of the call will be available for two weeks starting at approximately 2:00 p.m. (ET) on October 26, 2006 and can be accessed at (877) 519-4471 (domestic) and (973) 341-3080 (international); PIN: 8013398. Internet access to the webcast, which includes audio (listen-only), will be available on the Company’s website at cohenandsteers.com under “Corporate Info.” The webcast will be archived on Cohen & Steers’ website for two weeks. Participants should plan to register at least 10 minutes before the conference call begins.

About Cohen & Steers, Inc.

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 mutual funds, closed-end mutual 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 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

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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, 2005, which is accessible on the Securities and Exchange Commission’s website at http://www.sec.gov and on Cohen & Steers website 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 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.

Performance Notes

The three Cohen & Steers Funds named to the recent Category Kings rankings were Cohen & Steers International Realty Fund – Class A Shares, Cohen & Steers Realty Focus Fund – Class A Shares and Cohen & Steers Realty Shares.

Cohen & Steers International Realty Fund – Class A Shares: The Wall Street Journal, October 3, 2006, “Category Kings in 19 Realms,” p. R11. Top-performing funds in each category, ranked by one-year total returns (changes in net asset values with reinvested distributions) as of September 30, 2006. For the one-year period ended September 30, 2006, the fund was ranked 8th out of 250 funds in the real estate funds category. All performance numbers are preliminary.

Cohen & Steers Realty Focus Fund – Class A Shares: The Wall Street Journal, October 3, 2006, “Third Quarter Best Performers,” p. R13. Best-performing stock funds for the quarter ended September 30, 2006. For the third quarter ended September 30, the fund was ranked 35th in the list of funds measured. For the one-year period ended September 30, the fund was ranked 174th out of 250 funds in the real estate funds category. For the five-year period ended September 30, the fund was ranked 7th out of 130 in the real estate funds category. All performance numbers are preliminary and include both share prices and reinvested dividends.

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Cohen & Steers Realty Shares: The Wall Street Journal, October 3, 2006, “Ten-Year Best Performers,” p. R13. Best-performing stock funds for the period ended September 30, 2006. For the one-year period ended September 30, the fund was ranked 60th out of 250 in the real estate funds category. For the five-year period ended September 30, the fund was ranked 25th out of 130 in the real estate funds category. For the 10-year period ended September 30, the fund was ranked 8th out of 37 in the real estate funds category. All performance numbers are preliminary and include both share prices and reinvested dividends. Ten-year returns are annualized.

Please consider the investment objectives, risks, charges and expenses of the funds carefully before investing. A prospectus and fact sheet containing this and other information may be obtained by calling 1-800-330-7348. Please read the prospectus carefully before investing.

Risks of investing in real estate securities include falling property values due to increasing vacancies or declining rents resulting from economic, legal, or technological developments. Foreign securities involve special risks, including currency fluctuations, lower liquidity, political and economic uncertainties, and differences in accounting standards. Some international securities may represent small- and medium-sized companies, which may be more susceptible to price volatility and less liquidity than larger companies.

Cohen & Steers Closed-End Opportunity Fund, Inc. For more complete information about the fund, including charges and expenses, please call (800) 330-7348 for a prospectus. There are special risks associated with an investment in the fund. These risks are described in the prospectus, which you should read carefully before you invest or send money. A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. The information in the registration statement is not complete and may be changed. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any such state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.

#   #   #   #

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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
	September 30, 2006			June 30, 2006			September 30, 2005			June 30, 2006		September 30, 2005
Revenue
Investment advisory and administration fees	$	38,480		$	35,298		$	31,402
Distribution and service fee revenue		4,015			3,530			3,122
Portfolio consulting and other		1,080			1,165			720
Investment banking fees		10,375			2,128			1,187
Total revenue		53,950			42,121			36,431		28.1	%	48.1	%
Expenses
Employee compensation and benefits		16,066			11,992			10,154
Distribution and service fee expenses		5,642			81,118			7,838
General and administrative		8,159			6,703			5,195
Depreciation and amortization		1,597			1,623			1,380
Amortization, deferred commissions		1,139			991			826
Total expenses		32,603			102,427			25,393		(68.2	)%	28.4	%
Operating income (loss)		21,347			(60,306	)		11,038		*		93.4	%
Non-operating income (expense)
Interest and dividend income		686			645			877
Gain from sale of marketable securities		834			530			827
Gain from sale of property and equipment		—			1,056			289
Foreign currency transaction loss		(8	)		(29	)		(33	)
Interest expense		—			—			(54	)
Total non-operating income		1,512			2,202			1,906		(31.3	)%	(20.7	)%
Income (loss) before provision for income taxes and equity in earnings of affiliate		22,859			(58,104	)		12,944		*		76.6	%
Provision for income taxes		7,648			(19,925	)		5,226
Equity in earnings of affiliate		513			360			285
Net income (loss)	$	15,724		$	(37,819	)	$	8,003		*		96.5	%
Earnings (loss) per share
Basic	$	0.39		$	(0.95	)	$	0.20		*		96.7	%
Diluted	$	0.39		$	(0.95	)	$	0.20		*		95.1	%
Weighted average shares outstanding
Basic		39,927			39,805			39,980
Diluted		40,647			39,805			40,371

* 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)

	Nine Months Ended						% Change From
	September 30, 2006			September 30, 2005			September 30, 2005
Revenue
Investment advisory and administration fees	$	106,784		$	87,732
Distribution and service fee revenue		10,746			8,941
Portfolio consulting and other		3,179			2,515
Investment banking fees		13,208			9,618
Total revenue		133,917			108,806		23.1	%
Expenses
Employee compensation and benefits		38,655			27,963
Distribution and service fee expenses		94,436			21,861
General and administrative		20,557			16,400
Depreciation and amortization		4,771			4,144
Amortization, deferred commissions		2,879			2,625
Total expenses		161,298			72,993		121.0	%
Operating income (loss)		(27,381	)		35,813		*
Non-operating income (expense)
Interest and dividend income		2,388			2,232
Gain from sale of marketable securities		2,023			1,976
Gain from sale of property and equipment		1,056			289
Foreign currency transaction loss		(53	)		(64	)
Interest expense		—			(102	)
Total non-operating income		5,414			4,331		25.0	%
Income (loss) before provision for income taxes and equity in earnings of affiliate		(21,967	)		40,144		*
Provision for income taxes		(7,368	)		17,250
Equity in earnings of affiliate		1,221			683
Net income (loss)	$	(13,378	)	$	23,577		*
Earnings (loss) per share
Basic	$	(0.34	)	$	0.59		*
Diluted	$	(0.34	)	$	0.58		*
Weighted average shares outstanding
Basic		39,865			39,999
Diluted		39,865			40,303

* Not meaningful

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Cohen & Steers, Inc. and Subsidiaries

Selected Segment Financial Data (Unaudited)

For the Periods Ended

(in thousands)

	Three Months Ended									% Change From
	September 30, 2006			June 30, 2006			September 30, 2005			June 30, 2006		September 30, 2005
Asset Management
Total revenue, including equity in earnings of affiliate	$	44,088		$	40,353		$	35,529		9.3	%	24.1	%
Total expenses		(28,241	)		(100,471	)		(23,693	)	(71.9	)%	19.2	%
Net non-operating income		1,308			2,135			1,838		(38.7	)%	(28.8	)%
Income (loss) before provision for income taxes	$	17,155		$	(57,983	)	$	13,674		*		25.5	%
Investment Banking
Total revenue	$	10,375		$	2,128		$	1,187		387.5	%	774.1	%
Total expenses		(4,362	)		(1,956	)		(1,700	)	123.0	%	156.6	%
Net non-operating income		204			67			68		204.5	%	200.0	%
Income (loss) before provision for income taxes	$	6,217		$	239		$	(445	)	2,501.3	%	*
Total
Total revenue, including equity in earnings of affiliate	$	54,463		$	42,481		$	36,716		28.2	%	48.3	%
Total expenses		(32,603	)		(102,427	)		(25,393	)	(68.2	)%	28.4	%
Net non-operating income		1,512			2,202			1,906		(31.3	)%	(20.7	)%
Income (loss) before provision for income taxes	$	23,372		$	(57,744	)	$	13,229		*		76.7	%

	Nine Months Ended						% Change From
	September 30, 2006			September 30, 2005			September 30, 2005
Asset Management
Total revenue, including equity in earnings of affiliate	$	121,930		$	99,871		22.1	%
Total expenses		(153,229	)		(65,982	)	132.2	%
Net non-operating income		5,014			4,182		19.9	%
Income (loss) before provision for income taxes	$	(26,285	)	$	38,071		*
Investment Banking
Total revenue	$	13,208		$	9,618		37.3	%
Total expenses		(8,069	)		(7,011	)	15.1	%
Net non-operating income		400			149		168.5	%
Income before provision for income taxes	$	5,539		$	2,756		101.0	%
Total
Total revenue, including equity in earnings of affiliate	$	135,138		$	109,489		23.4	%
Total expenses		(161,298	)		(72,993	)	121.0	%
Net non-operating income		5,414			4,331		25.0	%
Income (loss) before provision for income taxes	$	(20,746	)	$	40,827		*

Certain prior period amounts have been reclassified to conform with the current period’s presentation.

* 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
	September 30, 2006			June 30, 2006			September 30, 2005			June 30, 2006		September 30, 2005
Closed-End Mutual Funds
Assets under management, beginning of period	$	10,098		$	10,262		$	10,007
Inflows		—			—			—
Market appreciation (depreciation)		588			(164	)		78
Total increase (decrease)		588			(164	)		78
Assets under management, end of period	$	10,686		$	10,098		$	10,085		5.8	%	6.0	%
Open-End Mutual Funds
Assets under management, beginning of period	$	6,740		$	6,577		$	5,428
Inflows		928			702			448
Outflows		(482	)		(481	)		(399	)
Net inflows		446			221			49
Market appreciation (depreciation)		599			(58	)		119
Total increase		1,045			163			168
Assets under management, end of period	$	7,785		$	6,740		$	5,596		15.5	%	39.1	%
Institutional Separate Accounts
Assets under management, beginning of period	$	6,407		$	6,124		$	4,428
Inflows		254			465			83
Outflows		(259	)		(150	)		(197	)
Net inflows (outflows)		(5	)		315			(114	)
Market appreciation (depreciation)		594			(32	)		165
Total increase		589			283			51
Assets under management, end of period	$	6,996		$	6,407		$	4,479		9.2	%	56.2	%
Total
Assets under management, beginning of period	$	23,245		$	22,963		$	19,863
Inflows		1,182			1,167			531
Outflows		(741	)		(631	)		(596	)
Net inflows (outflows)		441			536			(65	)
Market appreciation (depreciation)		1,781			(254	)		362
Total increase		2,222			282			297
Assets under management, end of period (1)	$	25,467		$	23,245		$	20,160		9.6	%	26.3	%

(1) As of September 30, 2006, June 30, 2006 and September 30, 2005, assets under management included $2.6 billion, $2.1 billion and $387 million, respectively, of assets managed by Houlihan Rovers through sub-advisory and similar arrangements.

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Cohen & Steers, Inc. and Subsidiaries

Assets Under Management (Unaudited)

For the Periods Ended

(in millions)

	Nine Months Ended						% Change From
	September 30, 2006			September 30, 2005			September 30, 2005
Closed-End Mutual Funds
Assets under management, beginning of period	$	9,674		$	8,984
Inflows		54			755
Market appreciation		958			346
Total increase		1,012			1,101
Assets under management, end of period	$	10,686		$	10,085		6.0	%
Open-End Mutual Funds
Assets under management, beginning of period	$	5,591		$	5,199
Inflows		2,349			1,287
Outflows		(1,463	)		(1,345	)
Net inflows (outflows)		886			(58	)
Market appreciation		1,308			455
Total increase		2,194			397
Assets under management, end of period	$	7,785		$	5,596		39.1	%
Institutional Separate Accounts
Assets under management, beginning of period	$	5,226		$	4,118
Inflows		1,124			351
Outflows		(635	)		(461	)
Net inflows (outflows)		489			(110	)
Market appreciation		1,281			471
Total increase		1,770			361
Assets under management, end of period	$	6,996		$	4,479		56.2	%
Total
Assets under management, beginning of period	$	20,491		$	18,301
Inflows		3,527			2,393
Outflows		(2,098	)		(1,806	)
Net inflows		1,429			587
Market appreciation		3,547			1,272
Total increase		4,976			1,859
Assets under management, end of period (1)	$	25,467		$	20,160		26.3	%

(1) As of September 30, 2006 and September 30, 2005, assets under management included $2.6 billion and $387 million, respectively, of assets managed by Houlihan Rovers through sub-advisory and similar arrangements.

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