<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>3
<FILENAME>ex99-2d.txt
<DESCRIPTION>EXHIBIT 2(D)(II)
<TEXT>

<PAGE>

<TABLE>
<CAPTION>
CERTIFICATE NUMBER                                              NUMBER OF SHARES
------------------                                              ----------------
<S>                                                                  <C>
        1                                                            3,280
</TABLE>

               COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
                             a Maryland corporation
                Series M7 Taxable Auction Market Preferred Shares
                            $.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share

                                                          Cusip No. [__________]

     This certifies that Cede & Co. is the owner of 3,280 fully paid and non-
assessable Series M7 Shares of Taxable Auction Market Preferred Shares, par
value $.001 per share, $25,000 liquidation preference per share, of Cohen &
Steers REIT and Preferred Income Fund, Inc. (the "Fund") transferable only on
the books of the Fund by the holder thereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the transfer agent and registrar.

     IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers and its Seal to be hereunto affixed this ____ day
of August A.D. 2003.

THE BANK OF NEW YORK                              COHEN & STEERS REIT AND
As Transfer Agent and Registrar                   PREFERRED INCOME FUND, INC.


By:                                               By:
   ---------------------------                       ---------------------------
   Authorized Signature                              Name:  Martin Cohen
                                                     Title: President


                                                  By:
                                                     ---------------------------
                                                     Name:  Lawrence B. Stoller
                                                     Title: Assistant Secretary





<PAGE>

                                  TRANSFER FORM

     FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers unto _______________ Series M7 Taxable Auction Market Preferred Shares
represented by this Certificate, and does hereby irrevocably constitute and
appoint ___________________________ attorney to transfer said Shares on the
books of the within named Fund with full power of substitution in the premises.

Dated: _____________________, _______

   In presence of:


-----------------------------                      -----------------------------

     Series M7 Taxable Auction Market Preferred Shares evidenced by this
Certificate may be sold, transferred or otherwise disposed of only pursuant to
the provisions of the Fund's Articles Supplementary Creating and Fixing the
Rights of Series M7, Series T7, Series W7, Series TH7, Series F7, Series W28A,
Series W28B and Series W28C Taxable Auction Market Preferred Shares, a copy of
which may be obtained at the office of the State Department of Assessments and
Taxation of Maryland.

     The Fund will furnish information about the restrictions on transferability
to any stockholder upon request and without charge. Any such request should be
addressed to the Secretary of the Fund.

     The Fund will furnish to any stockholder on request and without charge a
full statement of the designations, and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class authorized to be issued, the differences in the relative rights and
preferences between shares of any series of any authorized preferred or special
class to the extent they have been set, and the authority of the Board of
Directors to classify unissued shares and to set the relative rights and
preference thereof and of any subsequent series of such preferred or special
classes. Any such request should be addressed to the Secretary of the Fund.

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.





<PAGE>

<TABLE>
<CAPTION>
CERTIFICATE NUMBER                                              NUMBER OF SHARES
------------------                                              ----------------
<S>                                                                  <C>
       1                                                             3,280
</TABLE>

               COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
                             a Maryland corporation
                Series T7 Taxable Auction Market Preferred Shares
                            $.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share

                                                           Cusip No. [_________]

     This certifies that Cede & Co. is the owner of 3,280 fully paid and non-
assessable Series T7 Shares of Taxable Auction Market Preferred Shares, par
value $.001 per share, $25,000 liquidation preference per share, of Cohen &
Steers REIT and Preferred Income Fund, Inc. (the "Fund") transferable only on
the books of the Fund by the holder thereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the transfer agent and registrar.

     IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers and its Seal to be hereunto affixed this ____ day
of August A.D. 2003.

THE BANK OF NEW YORK                            COHEN & STEERS REIT AND
As Transfer Agent and Registrar                 PREFERRED INCOME FUND, INC.


By:                                             By:
   ----------------------------                    -----------------------------
   Authorized Signature                            Name:  Martin Cohen
                                                   Title: President


                                                By:
                                                   -----------------------------
                                                   Name:  Lawrence B. Stoller
                                                   Title: Assistant Secretary





<PAGE>

                                  TRANSFER FORM

     FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers unto _______________ Series T7 Taxable Auction Market Preferred Shares
represented by this Certificate, and does hereby irrevocably constitute and
appoint ___________________________ attorney to transfer said Shares on the
books of the within named Fund with full power of substitution in the premises.

Dated: _____________________, _______

   In presence of:


-----------------------------                      -----------------------------

     Series T7 Taxable Auction Market Preferred Shares evidenced by this
Certificate may be sold, transferred or otherwise disposed of only pursuant to
the provisions of the Fund's Articles Supplementary Creating and Fixing the
Rights of Series M7, Series T7, Series W7, Series TH7, Series F7, Series W28A,
Series W28B and Series W28C Taxable Auction Market Preferred Shares, a copy of
which may be obtained at the office of the State Department of Assessments and
Taxation of Maryland.

     The Fund will furnish information about the restrictions on transferability
to any stockholder upon request and without charge. Any such request should be
addressed to the Secretary of the Fund.

     The Fund will furnish to any stockholder on request and without charge a
full statement of the designations, and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class authorized to be issued, the differences in the relative rights and
preferences between shares of any series of any authorized preferred or special
class to the extent they have been set, and the authority of the Board of
Directors to classify unissued shares and to set the relative rights and
preference thereof and of any subsequent series of such preferred or special
classes. Any such request should be addressed to the Secretary of the Fund.

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.





<PAGE>

<TABLE>
<CAPTION>
CERTIFICATE NUMBER                                              NUMBER OF SHARES
------------------                                              ----------------
<S>                                                                   <C>
        1                                                             3,280
</TABLE>

               COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
                             a Maryland corporation
                Series W7 Taxable Auction Market Preferred Shares
                            $.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share

                                                           Cusip No. [_________]

     This certifies that Cede & Co. is the owner of 3,280 fully paid and non-
assessable Series W7 Shares of Taxable Auction Market Preferred Shares, par
value $.001 per share, $25,000 liquidation preference per share, of Cohen &
Steers REIT and Preferred Income Fund, Inc. (the "Fund") transferable only on
the books of the Fund by the holder thereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the transfer agent and registrar.

     IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers and its Seal to be hereunto affixed this ____ day
of August A.D. 2003.

THE BANK OF NEW YORK                              COHEN & STEERS REIT AND
As Transfer Agent and Registrar                   PREFERRED INCOME FUND, INC.


By:                                               By:
   ----------------------------                      ---------------------------
   Authorized Signature                              Name:  Martin Cohen
                                                     Title: President


                                                  By:
                                                     ---------------------------
                                                     Name:  Lawrence B. Stoller
                                                     Title: Assistant Secretary





<PAGE>

                                  TRANSFER FORM

     FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers unto _______________ Series W7 Taxable Auction Market Preferred Shares
represented by this Certificate, and does hereby irrevocably constitute and
appoint ___________________________ attorney to transfer said Shares on the
books of the within named Fund with full power of substitution in the premises.

Dated: _________________, _______

   In presence of:


-----------------------------                      -----------------------------

     Series W7 Taxable Auction Market Preferred Shares evidenced by this
Certificate may be sold, transferred or otherwise disposed of only pursuant to
the provisions of the Fund's Articles Supplementary Creating and Fixing the
Rights of Series M7, Series T7, Series W7, Series TH7, Series F7, Series W28A,
Series W28B and Series W28C Taxable Auction Market Preferred Shares, a copy of
which may be obtained at the office of the State Department of Assessments and
Taxation of Maryland.

     The Fund will furnish information about the restrictions on transferability
to any stockholder upon request and without charge. Any such request should be
addressed to the Secretary of the Fund.

     The Fund will furnish to any stockholder on request and without charge a
full statement of the designations, and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class authorized to be issued, the differences in the relative rights and
preferences between shares of any series of any authorized preferred or special
class to the extent they have been set, and the authority of the Board of
Directors to classify unissued shares and to set the relative rights and
preference thereof and of any subsequent series of such preferred or special
classes. Any such request should be addressed to the Secretary of the Fund.

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.





<PAGE>

<TABLE>
<CAPTION>
CERTIFICATE NUMBER                                              NUMBER OF SHARES
------------------                                              ----------------
<S>                                                                   <C>
         1                                                            3,280
</TABLE>

               COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
                             a Maryland corporation
               Series TH7 Taxable Auction Market Preferred Shares
                            $.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share

                                                           Cusip No. [_________]

     This certifies that Cede & Co. is the owner of 3,280 fully paid and non-
assessable Series TH7 Shares of Taxable Auction Market Preferred Shares, par
value $.001 per share, $25,000 liquidation preference per share, of Cohen &
Steers REIT and Preferred Income Fund, Inc. (the "Fund") transferable only on
the books of the Fund by the holder thereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the transfer agent and registrar.

     IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers and its Seal to be hereunto affixed this ____ day
of August A.D. 2003.

THE BANK OF NEW YORK                              COHEN & STEERS REIT AND
As Transfer Agent and Registrar                   PREFERRED INCOME FUND, INC.


By:                                               By:
   -------------------------                         ---------------------------
   Authorized Signature                              Name:  Martin Cohen
                                                     Title: President


                                                  By:
                                                     ---------------------------
                                                     Name:  Lawrence B. Stoller
                                                     Title: Assistant Secretary





<PAGE>

                                  TRANSFER FORM

     FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers unto _______________ Series TH7 Taxable Auction Market Preferred
Shares represented by this Certificate, and does hereby irrevocably constitute
and appoint ___________________________ attorney to transfer said Shares on the
books of the within named Fund with full power of substitution in the premises.

Dated: _____________________, _______

   In presence of:


-----------------------------                      -----------------------------

     Series TH7 Taxable Auction Market Preferred Shares evidenced by this
Certificate may be sold, transferred or otherwise disposed of only pursuant to
the provisions of the Fund's Articles Supplementary Creating and Fixing the
Rights of Series M7, Series T7, Series W7, Series TH7, Series F7, Series W28A,
Series W28B and Series W28C Taxable Auction Market Preferred Shares, a copy of
which may be obtained at the office of the State Department of Assessments and
Taxation of Maryland.

     The Fund will furnish information about the restrictions on transferability
to any stockholder upon request and without charge. Any such request should be
addressed to the Secretary of the Fund.

     The Fund will furnish to any stockholder on request and without charge a
full statement of the designations, and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class authorized to be issued, the differences in the relative rights and
preferences between shares of any series of any authorized preferred or special
class to the extent they have been set, and the authority of the Board of
Directors to classify unissued shares and to set the relative rights and
preference thereof and of any subsequent series of such preferred or special
classes. Any such request should be addressed to the Secretary of the Fund.

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.





<PAGE>

<TABLE>
<CAPTION>
CERTIFICATE NUMBER                                              NUMBER OF SHARES
------------------                                              ----------------
<S>                                                                  <C>
       1                                                             3,280
</TABLE>

               COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
                             a Maryland corporation
                Series F7 Taxable Auction Market Preferred Shares
                            $.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share

                                                           Cusip No. [_________]

     This certifies that Cede & Co. is the owner of 3,280 fully paid and non-
assessable Series F7 Shares of Taxable Auction Market Preferred Shares, par
value $.001 per share, $25,000 liquidation preference per share, of Cohen &
Steers REIT and Preferred Income Fund, Inc. (the "Fund") transferable only on
the books of the Fund by the holder thereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the transfer agent and registrar.

     IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers and its Seal to be hereunto affixed this ____ day
of August A.D. 2003.

THE BANK OF NEW YORK                              COHEN & STEERS REIT AND
As Transfer Agent and Registrar                   PREFERRED INCOME FUND, INC.


By:                                               By:
   --------------------------------                   --------------------------
   Authorized Signature                               Name:  Martin Cohen
                                                      Title: President


                                                  By:
                                                      --------------------------
                                                      Name:  Lawrence B. Stoller
                                                      Title: Assistant Secretary





<PAGE>

                                  TRANSFER FORM

     FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers unto _______________ Series F7 Taxable Auction Market Preferred Shares
represented by this Certificate, and does hereby irrevocably constitute and
appoint ___________________________ attorney to transfer said Shares on the
books of the within named Fund with full power of substitution in the premises.

Dated: _____________________, _______

   In presence of:


-----------------------------                      -----------------------------

     Series F7 Taxable Auction Market Preferred Shares evidenced by this
Certificate may be sold, transferred or otherwise disposed of only pursuant to
the provisions of the Fund's Articles Supplementary Creating and Fixing the
Rights of Series M7, Series T7, Series W7, Series TH7, Series F7, Series W28A,
Series W28B and Series W28C Taxable Auction Market Preferred Shares, a copy of
which may be obtained at the office of the State Department of Assessments and
Taxation of Maryland.

     The Fund will furnish information about the restrictions on transferability
to any stockholder upon request and without charge. Any such request should be
addressed to the Secretary of the Fund.

     The Fund will furnish to any stockholder on request and without charge a
full statement of the designations, and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class authorized to be issued, the differences in the relative rights and
preferences between shares of any series of any authorized preferred or special
class to the extent they have been set, and the authority of the Board of
Directors to classify unissued shares and to set the relative rights and
preference thereof and of any subsequent series of such preferred or special
classes. Any such request should be addressed to the Secretary of the Fund.

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.





<PAGE>

<TABLE>
<CAPTION>
CERTIFICATE NUMBER                                              NUMBER OF SHARES
------------------                                              ----------------
<S>                                                                   <C>
       1                                                              2,800
</TABLE>

               COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
                             a Maryland corporation
               Series W28A Taxable Auction Market Preferred Shares
                            $.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share

                                                           Cusip No. [_________]

     This certifies that Cede & Co. is the owner of 2,800 fully paid and non-
assessable Series W28A Shares of Taxable Auction Market Preferred Shares, par
value $.001 per share, $25,000 liquidation preference per share, of Cohen &
Steers REIT and Preferred Income Fund, Inc. (the "Fund") transferable only on
the books of the Fund by the holder thereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the transfer agent and registrar.

     IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers and its Seal to be hereunto affixed this ____ day
of August A.D. 2003.

THE BANK OF NEW YORK                              COHEN & STEERS REIT AND
As Transfer Agent and Registrar                   PREFERRED INCOME FUND, INC.


By:                                               By:
   ----------------------------                      ---------------------------
   Authorized Signature                              Name: Martin Cohen
                                                     Title: President


                                                  By:
                                                     ---------------------------
                                                     Name: Lawrence B. Stoller
                                                     Title: Assistant Secretary





<PAGE>

                                  TRANSFER FORM

     FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers unto _______________ Series W28A Taxable Auction Market Preferred
Shares represented by this Certificate, and does hereby irrevocably constitute
and appoint ___________________________ attorney to transfer said Shares on the
books of the within named Fund with full power of substitution in the premises.

Dated: _____________________, _______

   In presence of:


-----------------------------                      -----------------------------

     Series W28A Taxable Auction Market Preferred Shares evidenced by this
Certificate may be sold, transferred or otherwise disposed of only pursuant to
the provisions of the Fund's Articles Supplementary Creating and Fixing the
Rights of Series M7, Series T7, Series W7, Series TH7, Series F7, Series W28A,
Series W28B and Series W28C Taxable Auction Market Preferred Shares, a copy of
which may be obtained at the office of the State Department of Assessments and
Taxation of Maryland.

     The Fund will furnish information about the restrictions on transferability
to any stockholder upon request and without charge. Any such request should be
addressed to the Secretary of the Fund.

     The Fund will furnish to any stockholder on request and without charge a
full statement of the designations, and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class authorized to be issued, the differences in the relative rights and
preferences between shares of any series of any authorized preferred or special
class to the extent they have been set, and the authority of the Board of
Directors to classify unissued shares and to set the relative rights and
preference thereof and of any subsequent series of such preferred or special
classes. Any such request should be addressed to the Secretary of the Fund.

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.





<PAGE>

<TABLE>
<CAPTION>
CERTIFICATE NUMBER                                              NUMBER OF SHARES
------------------                                              ----------------
<S>                                                                  <C>
        1                                                            2,800
</TABLE>

               COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
                             a Maryland corporation
               Series W28B Taxable Auction Market Preferred Shares
                            $.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share

                                                           Cusip No. [_________]

     This certifies that Cede & Co. is the owner of 2,800 fully paid and non-
assessable Series W28B Shares of Taxable Auction Market Preferred Shares, par
value $.001 per share, $25,000 liquidation preference per share, of Cohen &
Steers REIT and Preferred Income Fund, Inc. (the "Fund") transferable only on
the books of the Fund by the holder thereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the transfer agent and registrar.

     IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers and its Seal to be hereunto affixed this ____ day
of August A.D. 2003.

THE BANK OF NEW YORK                              COHEN & STEERS REIT AND
As Transfer Agent and Registrar                   PREFERRED INCOME FUND, INC.


By:                                               By:
   -----------------------------                     ---------------------------
   Authorized Signature                              Name:  Martin Cohen
                                                     Title: President


                                                  By:
                                                     ---------------------------
                                                     Name:  Lawrence B. Stoller
                                                     Title: Assistant Secretary





<PAGE>

                                  TRANSFER FORM

     FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers unto _______________ Series W28B Taxable Auction Market Preferred
Shares represented by this Certificate, and does hereby irrevocably constitute
and appoint ___________________________ attorney to transfer said Shares on the
books of the within named Fund with full power of substitution in the premises.

Dated: _____________________, _______

   In presence of:


-----------------------------                      -----------------------------

     Series W28B Taxable Auction Market Preferred Shares evidenced by this
Certificate may be sold, transferred or otherwise disposed of only pursuant to
the provisions of the Fund's Articles Supplementary Creating and Fixing the
Rights of Series M7, Series T7, Series W7, Series TH7, Series F7, Series W28A,
Series W28B and Series W28C Taxable Auction Market Preferred Shares, a copy of
which may be obtained at the office of the State Department of Assessments and
Taxation of Maryland.

     The Fund will furnish information about the restrictions on transferability
to any stockholder upon request and without charge. Any such request should be
addressed to the Secretary of the Fund.

     The Fund will furnish to any stockholder on request and without charge a
full statement of the designations, and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class authorized to be issued, the differences in the relative rights and
preferences between shares of any series of any authorized preferred or special
class to the extent they have been set, and the authority of the Board of
Directors to classify unissued shares and to set the relative rights and
preference thereof and of any subsequent series of such preferred or special
classes. Any such request should be addressed to the Secretary of the Fund.

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.





<PAGE>

<TABLE>
<CAPTION>
CERTIFICATE NUMBER                                              NUMBER OF SHARES
<S>                                                                  <C>
       1                                                             2,800
</TABLE>

               COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
                             a Maryland corporation
               Series W28C Taxable Auction Market Preferred Shares
                            $.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share

                                                           Cusip No. [_________]

     This certifies that Cede & Co. is the owner of 2,800 fully paid and non-
assessable Series W28C Shares of Taxable Auction Market Preferred Shares, par
value $.001 per share, $25,000 liquidation preference per share, of Cohen &
Steers REIT and Preferred Income Fund, Inc. (the "Fund") transferable only on
the books of the Fund by the holder thereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the transfer agent and registrar.

     IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers and its Seal to be hereunto affixed this ____ day
of August A.D. 2003.

THE BANK OF NEW YORK                              COHEN & STEERS REIT AND
As Transfer Agent and Registrar                   PREFERRED INCOME FUND, INC.


By:                                               By:
   --------------------------------                  ---------------------------
   Authorized Signature                              Name: Martin Cohen
                                                     Title: President


                                                  By:
                                                     ---------------------------
                                                     Name: Lawrence B. Stoller
                                                     Title: Assistant Secretary





<PAGE>

                                  TRANSFER FORM

     FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers unto _______________ Series W28C Taxable Auction Market Preferred
Shares represented by this Certificate, and does hereby irrevocably constitute
and appoint ___________________________ attorney to transfer said Shares on the
books of the within named Fund with full power of substitution in the premises.

Dated: _____________________, _______

   In presence of:


-----------------------------                      -----------------------------

     Series W28C Taxable Auction Market Preferred Shares evidenced by this
Certificate may be sold, transferred or otherwise disposed of only pursuant to
the provisions of the Fund's Articles Supplementary Creating and Fixing the
Rights of Series M7, Series T7, Series W7, Series TH7, Series F7, Series W28A,
Series W28B and Series W28C Taxable Auction Market Preferred Shares, a copy of
which may be obtained at the office of the State Department of Assessments and
Taxation of Maryland.

     The Fund will furnish information about the restrictions on transferability
to any stockholder upon request and without charge. Any such request should be
addressed to the Secretary of the Fund.

     The Fund will furnish to any stockholder on request and without charge a
full statement of the designations, and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class authorized to be issued, the differences in the relative rights and
preferences between shares of any series of any authorized preferred or special
class to the extent they have been set, and the authority of the Board of
Directors to classify unissued shares and to set the relative rights and
preference thereof and of any subsequent series of such preferred or special
classes. Any such request should be addressed to the Secretary of the Fund.

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

</TEXT>
</DOCUMENT>
