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): September 15, 2004
 
            COHEN & STEERS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)		      001-32236
(Commission
File Number)		      14-1904657
(IRS Employer
Identification No.)
         
757 Third Avenue, New York, New York
(Address of principal executive offices)		      10077
(Zip Code)
     
Registrant's telephone number, including area code: (212) 832-3232

 

(Former name or former address, if changed since 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 (see General Instruction A.2. below):

£ 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 8.01. Other Events

      On September 15, 2004, Cohen & Steers, Inc. (the “Company”) announced the declaration of a quarterly cash dividend. 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.

      99.1    Press release dated September 15, 2004 issued by the Company.

SIGNATURES

      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: September 15, 2004      By: /s/ Victor Gomez                              
      Victor Gomez
      Chief Financial Officer (Principal
          Financial and Accounting Officer)

EXHIBIT INDEX

      99.1    Press release dated September 15, 2004 issued by the Company.