<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>icletterrnp.txt
<DESCRIPTION>INTERNAL CONTROL LETTER
<TEXT>
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Cohen & Steers REIT and Preferred Income Fund, Inc.
In planning and performing our audit of the financial statements of Cohen &
Steers REIT and Preferred Income Fund, Inc. (the Fund) for the year ended
December 31, 2004, we considered its internal control, including control
activities for safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-SAR, not to provide
assurance on internal control.
The management of the Fund is responsible for establishing and maintaining
internal control.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected benefits and
related costs of controls.  Generally, controls that are relevant to an
audit pertain to the entity s objective of preparing financial statements
for external purposes that are fairly presented in conformity with generally
accepted accounting principles.  Those controls include the safeguarding of
assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud may
occur and not be detected.  Also, projection of any evaluation of internal
control to future periods is subject to the risk that controls may become
inadequate because of changes in conditions or that the effectiveness of
their design and operation may deteriorate.
Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under
standards established by the Public Company Accounting Oversight Board
(United States).  A material weakness, for purposes of this report, is a
condition in which the design or operation of one or more of the internal
control components does not reduce to a relatively low level the risk that
misstatements caused by error or fraud in amounts that would be material in
relation to the financial statements being audited may occur and not be
detected within a timely period by employees in the normal course of
performing their assigned functions.  However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as
of December 31, 2004.
This report is intended solely for the information and use of the Board of
Directors, management and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these specified
parties.

February 21, 2005
2
</TEXT>
</DOCUMENT>
