<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>4
<FILENAME>ex99-2dii.txt
<DESCRIPTION>EXHIBIT (D)(II)
<TEXT>


<PAGE>



CERTIFICATE NUMBER                                              NUMBER OF SHARES

        1



               COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
                             a Maryland corporation
               Series T28 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     fully paid and
non-assessable Series T28 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 __th day
of December 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:  Robert H. Steers
                                                Title: Secretary





<PAGE>


                                  TRANSFER FORM



     FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers unto _________ ______ Series T28 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 T28 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 T28 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>
