<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>4
<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 Company) as of and for the year ended
December 31, 2005, in accordance with the standards
of the Public Company Accounting Oversight Board
(United States), we considered the Company's internal
control over financial reporting, including control
activities for safeguarding securities, as a basis
for designing our auditing procedures for the purpose
of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR,
but not for the purpose of expressing an opinion on
the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no
such opinion.
The management of the Company is responsible for
establishing and maintaining effective internal
control over financial reporting.  In fulfilling
this responsibility, estimates and judgments by
management are required to assess the expected benefits
and related costs of controls.  A company's internal
control over financial reporting is a process designed
to provide reasonable assurance regarding the
reliability of financial reporting and the preparation
of financial statements for external purposes in
accordance with generally accepted accounting
principles.  Such internal control over financial
reporting includes policies and procedures that provide
reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or
disposition of a company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes
in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
A control deficiency exists when the design or operation
of a control does not allow management or employees, in
the normal course of performing their assigned functions,
to prevent or detect misstatements on a timely basis.
A significant deficiency is a control deficiency, or
combination of control deficiencies, that adversely
affects the company's ability to initiate, authorize,
record, process or report external financial data
reliably in accordance with generally accepted accounting
principles such that there is more than a remote
likelihood that a misstatement of the company's annual or
interim financial statements that is more than
inconsequential will not be prevented or detected.  A
material weakness is a control deficiency, or combination
of control deficiencies, that results in more than a
remote likelihood that a material misstatement of the
annual or interim financial statements will not be
prevented or detected.
Our consideration of the Company's internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control over financial
reporting that might be significant deficiencies or
material weaknesses under standards established by the
Public Company Accounting Oversight Board (United States).
However, we noted no deficiencies in the Company's internal
control over financial reporting and its operation,
including controls for safeguarding securities, that we
consider to be material weaknesses as defined above as
of December 31, 2005.
This report is intended solely for the information and
use of management and the Board of Directors of Cohen &
Steers REIT and Preferred Income Fund, Inc. and the
Securities and Exchange Commission and is not intended
to be and should not be used by anyone other than these
specified parties.
PricewaterhouseCoopers LLP

February 17, 2006

</TEXT>
</DOCUMENT>
