<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>3
<FILENAME>ex99-2aii.txt
<DESCRIPTION>EXHIBIT 2(A)(II)
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                              ARTICLES OF AMENDMENT

                                       OF

          COHEN & STEERS REIT AND PREFERRED BALANCED INCOME FUND, INC.


                  Cohen & Steers REIT and Preferred Balanced Income Fund, Inc.,
a Maryland corporation having its principal office in the State of Maryland in
Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies
that:
                  FIRST: The charter of the Corporation is hereby amended by
striking out Article SECOND of the Articles of Incorporation and inserting in
lieu thereof the following:

                           "SECOND: The name of the corporation (hereinafter
                  called the "Corporation") is Cohen & Steers REIT and Preferred
                  Income Fund, Inc."

                  SECOND: The charter of the Corporation is hereby amended by
striking out Article EIGHTH of the Articles of Incorporation and inserting in
lieu thereof the following:

                           "EIGHTH: (1) Notwithstanding any other provision of
                  these Articles of Incorporation, the affirmative vote of the
                  holders of (a) eighty percent (80%) of the votes entitled to
                  be cast thereon by stockholders of the Corporation and (b) in
                  the case of a Business Combination (as defined below), 66 2/3%
                  of the votes entitled to be cast thereon by stockholders of
                  the Corporation other than votes entitled to be cast thereon
                  by an Interested Party (as defined below) who is (or whose
                  Affiliate or Associate (each as defined below) is) a party to
                  a Business Combination (as defined below) or by an Affiliate
                  or Associate of the Interested Party, in addition to the
                  affirmative vote of seventy-five percent (75%) of the entire
                  Board of Directors, shall be required to advise, approve,
                  adopt or authorize any of the following:




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                           (i) a merger, consolidation or statutory share
         exchange of the Corporation with or into another person;

                           (ii) issuance or transfer by the Corporation (in one
         or a series of transactions in any 12 month period) of any securities
         of the Corporation to any person or entity for cash, securities or
         other property (or combination thereof) having an aggregate fair market
         value of $1,000,000 or more, excluding (a) issuances or transfers of
         debt securities of the Corporation, (b) sales of securities of the
         Corporation in connection with a public offering, (c) issuances of
         securities of the Corporation pursuant to a dividend reinvestment plan
         adopted by the Corporation, (d) issuances of securities of the
         Corporation upon the exercise of any stock subscription rights
         distributed by the Corporation and (e) portfolio transactions effected
         by the Corporation in the ordinary course of business;

                           (iii) sale, lease, exchange, mortgage, pledge,
         transfer or other disposition by the Corporation (in one or a series of
         transactions in any 12 month period) to or with any person or entity of
         any assets of the Corporation having an aggregate fair market value of
         $1,000,000 or more except for portfolio transactions (including pledges
         of portfolio securities in connection with borrowings) effected by the
         Corporation in the ordinary course of its business (transactions within
         clauses (i), (ii) and (iii) above being known individually as a
         "Business Combination");

                           (iv) the voluntary liquidation or dissolution of the
         Corporation, or an amendment to these Articles of Incorporation to
         terminate the Corporation's existence; or

                           (v) any stockholder proposal as to specific
         investment decisions made or to be made with respect to the
         Corporation's assets.

                           However, the stockholder vote described in Paragraph
         (1) of this Article EIGHTH will not be required with respect to the
         foregoing transactions (other than those set forth in (v) above) if
         they are approved by a vote of seventy-five percent (75%) of the
         Continuing Directors (as defined below). In that case, if Maryland law
         requires stockholder approval, the affirmative vote of a majority of
         the votes entitled to be cast shall be required, and if Maryland law
         does not require stockholder approval, no stockholder approval will be
         required.

                           (i) "Continuing Director" means any member of the
         Board of Directors of the Corporation who is not an Interested Party or
         an Affiliate of an Interested Party and has been a member of the Board
         of Directors for a period of at least 12 months, or has been a member
         of the Board of Directors since the Corporation's initial public
         offering of its Common Stock, or is a successor of a Continuing
         Director who is unaffiliated with an Interested Party and is
         recommended to succeed a Continuing Director by a majority of the
         Continuing Directors then on the Board of Directors.


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                           (ii) "Interested Party" shall mean any person, other
         than an investment company advised by the Corporation's initial
         investment manager, or any of its Affiliates, that enters, or proposes
         to enter, into a Business Combination with the Corporation.

                           (iii) "Affiliate" and "Associate" shall have the
         meaning ascribed to each such respective term in Rule 12b-2 of the
         General Rules and Regulations under the Securities Exchange Act of
         1934, as amended.

                           (2) Continuing Directors of the Corporation acting by
         vote of at least 75% shall have the power and duty to determine, on the
         basis of information known to them after reasonable inquiry, all facts
         necessary to determine (a) whether a person is an Affiliate or
         Associate of another, and (b) whether the assets that are the subject
         of any Business Combination have, or the consideration to be received
         for the issuance or transfer of securities by the Corporation in any
         Business Combination has, an aggregate Fair Market Value of $1,000,000
         or more.

                           (3) Notwithstanding any other provision of these
         Articles of Incorporation, the affirmative vote of seventy-five percent
         (75%) of the entire Board of Directors shall be required to advise,
         approve, adopt or authorize the conversion of the Corporation from a
         "closed-end company" to an "open-end company" (as those terms are
         defined in the Investment Company Act of 1940, as amended), and any
         amendments to Article THIRD and otherwise to these Articles of
         Incorporation necessary to effect the conversion. Such conversion or
         any such amendment shall also require the approval of the holders of
         seventy-five percent (75%) of the votes entitled to be cast thereon by
         stockholders of the Corporation unless approved by a vote of
         seventy-five percent (75%) of the Continuing Directors (as defined
         above), in which event such conversion and amendment shall require the
         approval of the holders of a majority of the votes entitled to be cast
         thereon by stockholders of the Corporation."

                  THIRD: The foregoing charter amendment was duly approved
unanimously by the Board of Directors of the Corporation. No stock entitled to
be voted on the matter was outstanding or subscribed for at the time of
approval.



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<PAGE>



                  IN WITNESS WHEREOF, Cohen & Steers REIT and Preferred Balanced
Income Fund, Inc. has caused these Articles of Amendment to be signed in its
name and on its behalf by its President and attested by its Secretary on
April __, 2003.

                           COHEN & STEERS REIT AND PREFERRED BALANCED
                           INCOME FUND, INC.


                           By: /s/ Martin Cohen
                               ------------------------------
                               Martin Cohen
                               President


Attest:

/s/ Robert H. Steers
---------------------------
Robert H. Steers
Secretary


                  The UNDERSIGNED President of Cohen & Steers REIT and Preferred
Balanced Income Fund, Inc., who executed on behalf of said Corporation the
foregoing Articles of Amendment of which this certificate is made a part, hereby
acknowledges same in the name and on behalf of said Corporation and further
certifies that, to the best of his knowledge, information and belief all matters
and facts set forth herein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.

                                                     /s/ Martin Cohen
                                                     ------------------------
                                                     Martin Cohen
                                                     President


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