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<SEC-DOCUMENT>0001224450-08-000004.txt : 20080829
<SEC-HEADER>0001224450-08-000004.hdr.sgml : 20080829
<ACCEPTANCE-DATETIME>20080829144038
ACCESSION NUMBER:		0001224450-08-000004
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20080630
FILED AS OF DATE:		20080829
DATE AS OF CHANGE:		20080829
EFFECTIVENESS DATE:		20080829

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COHEN & STEERS REIT & PREFERRED INCOME FUND INC
		CENTRAL INDEX KEY:			0001224450
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21326
		FILM NUMBER:		081048662

	BUSINESS ADDRESS:	
		STREET 1:		280 PARK AVENUE
		STREET 2:		10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2128323232

	MAIL ADDRESS:	
		STREET 1:		280 PARK AVENUE
		STREET 2:		10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COHEN & STEERS REIT & PREFERRED BALANCED INCOME FUND INC
		DATE OF NAME CHANGE:	20030325
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANSWER FILE
<TEXT>
<PAGE>      PAGE  1
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015 D010012 HONG KONG
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015 A000013 Deutsche Bank
015 B000013 S
015 C010013 MILAN
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015 B000014 S
015 C010014 TOKYO
015 D010014 JAPAN
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015 B000015 S
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015 B000016 S
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015 E040016 X
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015 B000017 S
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015 B000018 S
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015 B000019 S
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020 A000001 ASSENT LLC
020 B000001 74-3086513
020 C000001    100
<PAGE>      PAGE  4
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020 B000002 13-5674085
020 C000002     42
020 A000003 JEFFERIES & COMPANY, INC.
020 B000003 95-2622900
020 C000003     41
020 A000004 UBS SECURITIES
020 B000004 13-3873456
020 C000004     26
020 A000005 ISI Group, Inc.
020 B000005 13-3599877
020 C000005     22
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020 B000006 13-3299429
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SIGNATURE   LESTER LAY
TITLE       VICE PRESIDENT

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>rnp77q1b.txt
<DESCRIPTION>OTHER
<TEXT>
EXHIBIT 77Q1 (b): On June 12, 2008, the Board of Directors of the fund approved
the delegation of its authority to management to effect repurchases, pursuant
to management's discretion and subject to market conditions and investment
considerations, of up to 10% of the fund's total assets through the current
fiscal year ending December 31, 2008.  During the period of this report, the
fund did not effect any repurchases. Notice is hereby given in accordance with
Section 23(c) of the Investment Company Act of 1940 that the fund may
purchase, from time to time, shares of its common stock in the open market.

On June 18, 2008, the Board of Directors of the fund approved changes to the
fund's policies and procedures with respect to the disclosure of the fund's
portfolio securities permitting the fund to post an uncertified list of
portfolio holdings on the Web site at http://www.cohenandsteers.com, no
earlier than 15 days after the end of each calendar quarter. The holdings
information remains available until the fund files a report on Form N-Q or
Form NCSR for the period that includes the date as of which the information
is current. In addition to information on portfolio holdings, other fund
statistical information may be found on the Cohen & Steers Funds' Web site
or by calling 800-330-7348.

On March 18, 2008, the Board of Directors of the fund approved the expansion
of the options strategy to permit the fund to write options on custom baskets
of securities and customized indexes and to remove any requirement that a
fund must hold an exchange-traded fund ("ETF") as a portfolio security in
order to write an option on an ETF.

The fund may write covered call options on securities (including securities of
ETFs), stock indices or custom baskets of securities that are traded on U.S.
or foreign exchanges or over-the-counter (OTC). An option on a security is a
contract that gives the purchaser of the option, in return for the premium
paid, the right to buy a specified security (in the case of a call option)
from the writer of the option at a designated price during the term of the
option.An option on a securities index or basket of securities gives the
purchaser ofthe option, in return for the premium paid, the right to receive
from the sellercash equal to the difference between the closing price of the
index or basket of securities and the exercise price of the option.

The fund may write a call option on a security (other than securities of ETFs)
only if the option is "covered."  A call option on a security written by the
fund is covered if the fund owns the underlying security covered by the call.
The fund will cover call options on ETFs, stock indices or custom baskets by
owning securities whose price changes, in the opinion of the investment
manager, are expected to be similar to those of the ETF, index or basket, or
in such other manner as may be in accordance with the rules of any exchange on
which the option is traded and other applicable laws and regulations.
Nevertheless, where the fund covers a call option on an ETF, stock index or
custom basket through ownership of securities, such securities may not match
the composition of the ETF, index or basket. In that event, the fund will not
be fully covered and could be subject to risk of loss in the event of adverse
changes in the value of the ETF, index or basket.

The value of the underlying securities, ETFs, indices and baskets on which
options may be written at any one time will not exceed 25% of the total
managed assets of the fund.  The fund will receive a premium for writing a
call option, which will increase the fund's realized gains in the event the
option expires unexercised or is closed out at a profit. If the value of a
security, ETF, index or basket on which the fund has written a call option
falls or remains the same, the fund will realize a profit in the form of the
premium received (less transaction costs) that could offset all or a portion
of any decline in the value of the portfolio securities being hedged. A rise
in the value of the underlying security, ETF, index or basket, however,
exposes the fund to possible loss or loss of opportunity to realize
appreciation in the value of the underlying security, ETF, index or basket.

There can be no assurance that a liquid market will exist when the fund seeks
to close out an option position. Trading could be interrupted, for example,
because of supply and demand imbalances arising from a lack of either buyers
or sellers, or the options exchange could suspend trading after the price has
risen or fallen more than the maximum specified by the exchange. In addition,
when the fund enters into OTC options (including options on custom baskets of
securities), these options are not traded on or governed by the rules of any
exchange, and the fund's ability to close out an OTC option is subject to the
terms of the option contract and the creditworthiness of the option
counterparty. Although the fund may be able to offset to some extent any
adverse effects of being unable to liquidate an option position, the fund may
experience losses in some cases as a result of such inability.

On March 18, 2008, the Board of Directors of the Corporation approved changes
to the Corporation's dividend reinvestment plan (the "Plan").

The fund has a dividend reinvestment plan commonly referred to as an "opt-out"
plan. Each common shareholder who participates in the Plan will have all
distributions of dividends and capital gains ("Dividends") automatically
reinvested in additional common shares by The Bank of New York Mellon as agent
(the "Plan Agent"). Shareholders who elect not to participate in the Plan will
receive all Dividends in cash paid by check mailed directly to the shareholder
of record (or if the shares are held in street or other nominee name, then to
the nominee) by the Plan Agent, as dividend disbursing agent. Shareholders whose
common shares are held in the name of a broker or nominee should contact the
broker or nominee to determine whether and how they may participate in the Plan.

The Plan Agent serves as agent for the shareholders in administering the Plan.
After the fund declares a Dividend, the Plan Agent will, as agent for the
shareholders, either: (i) receive the cash payment and use it to buy common
shares in the open market, on the NYSE or elsewhere, for the participants'
accounts or (ii) distribute newly issued common shares of the Fund on behalf
of the participants.

The Plan Agent will receive cash from the fund with which to buy common shares
in the open market if, on the Dividend payment date, the net asset value
("NAV") per share exceeds the market price per share plus estimated brokerage
commissions on that date. The Plan Agent will receive the Dividend in newly
issued common shares of the fund if, on the Dividend payment date, the market
price per share plus estimated brokerage commissions equals or exceeds the
NAV per share of the fund on that date. The number of shares to be issued
will be computed at a per share rate equal to the greater of (i) the NAV or
(ii) 95% of the closing market price per share on the payment date.

If the market price per share is less than the NAV on a Dividend payment date,
the Plan Agent will have until the last business day before the next
ex-dividend date for the common stock, but in no event more than 30 days
after the Dividend payment date (as the case may be, the "Purchase Period"),
to invest the Dividend amount in shares acquired in open market purchases. If
at the close of business on any day during the Purchase Period on which NAV
is calculated the NAV equals or is less than the market price per share plus
estimated brokerage commissions, the Plan Agent will cease making open market
purchases and the uninvested portion of such Dividends shall be filled through
the issuance of new shares of common stock from the Fund at the price set
forth in the immediately preceding paragraph.

Participants in the Plan may withdraw from the Plan upon notice to the Plan
Agent. Such withdrawal will be effective immediately if received not less than
ten days prior to a Dividend record date; otherwise, it will be effective for
all subsequent Dividends. When a participant withdraws from the Plan or upon
termination of the Plan as provided below, certificates for whole common
sharescredited to his or her account under the Plan will be issued and a cash
payment will be made for any fraction of a common share credited to such
account. If any participant elects to have the Plan Agent sell all or part of
his or her shares and remit the proceeds, the Plan Agent is authorized to
deduct a $15.00 fee plus $0.10 per share brokerage commissions.

The Plan Agent's fees for the handling of reinvestment of Dividends will be
paid by the fund. However, each participant will pay a pro rata share of
brokerage commissions incurred with respect to the Plan Agent's open market
purchases in connection with the reinvestment of Dividends. The automatic
reinvestment of Dividends will not relieve participants of any income tax
that may be payable or required to be withheld on such Dividends.  The fund
reserves the right to amend or terminate the Plan. All correspondence
concerning the Plan should be directed to the Plan Agent at 800-432-8224.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>rnp77c.txt
<DESCRIPTION>VOTES
<TEXT>
PROXY RESULTS (Unaudited)
During the six months ended June 30, 2008, Cohen & Steers Reit and
Preferred Income Fund shareholders voted on the following proposals
at the annual meeting held on April 17, 2008. The description
of each proposal and number of shares voted are as follows:

Common Shares
			Shares Voted			Authority
			     For			Withheld
To Elect Directors
Bonnie Cohen	 	 44,581,925 	 		1,573,259
Richard E. Kroon	 44,581,925 	 		1,573,259



Preferred Shares
			 Shares Voted			Authority
			      For			Withheld
To Elect Directors
Bonnie Cohen	 	      22,521 	 		    2,549
Richard E. Kroon	      22,603 	 		    2,466
Williard H. Smith	      22,764 	 		    2,304


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77D POLICIES
<SEQUENCE>4
<FILENAME>rnp77d.txt
<DESCRIPTION>POLICIES
<TEXT>
ITEM 77D: The Board of Directors of the fund approved the delegation of its
authority to management to effect repurchases, pursuant to management's
discretion and subject to market conditions and investment considerations, of
up to 10% of the fund's total assets through the current fiscal year ending
December 31, 2008.

The Board of Directors of the fund approved changes to the fund's policies and
procedures with respect to the disclosure of the fund's portfolio securities
permitting the fund to post an uncertified list of portfolio holdings on the
Web site at http://www.cohenandsteers.com, no earlier than 15 days after the
end of each calendar quarter.

The Board of Directors of the fund approved the expansion of the options
strategy to permit the fund to write options on custom baskets of securities
and customized indexes and to remove any requirement that a fund must hold an
exchange-traded fund (''ETF'') as a portfolio security in order to write an
option on an ETF.  The value of the underlying securities, ETFs, indices and
baskets on which options may be written at any one time will not exceed 25% of
the total managed assets of the fund.

On March 18, 2008, the Board of Directors of the Corporation approved changes
to the Corporation's dividend reinvestment plan.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>rnp77q1_1.txt
<DESCRIPTION>OTHER
<TEXT>
COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
Articles of Amendment to the
Articles Supplementary Creating and Fixing the Rights of
Series TH28 Taxable Auction Market Preferred Shares

Cohen & Steers REIT and Preferred Income Fund, Inc.,
a Maryland corporation having its principal office in the
City of Baltimore in the State of Maryland (the "Corporation"),
certifies to the State Department of Assessments and Taxation of
Maryland (the "Department") that:FIRST: Section 11 of Part I of
the Corporation's Articles Supplementary Creating and Fixing
the Rights of Series TH28 Taxable Auction Market Preferred Shares
(the "Articles Supplementary") is hereby amended by deleting
Section 11 in its entirety and substituting in lieu thereof the
following:

11.   Certain Other Restrictions. So long as any shares of the
      Series are Outstanding and S&P, Moody's or any Other Rating
      Agency that is rating such shares so requires, the Corporation
      will not, unless it has received written confirmation from S&P
      (if S&P is then rating the Series), Moody's (if Moody's is then
      rating the Series) and (if applicable) such Other Rating Agency,
      that any such action would not impair the rating then assigned
      by such Rating Agency to the Series, engage in any one or more
      of the following transactions:
(a)   issue senior securities except in conformity with the limits
      set forth in the 1940 Act or pursuant to exemptive relief;
(b)   except in connection with a refinancing of the Series,issue
      additional shares of any series of preferred stock, including
      the Series, or reissue any shares of preferred stock, including
      the Series previously purchased or redeemed by the Corporation;
(c)   engage in any short sales of securities;
(d)   lend portfolio securities;
(e)   merge or consolidate into or with any other fund;
(f)   change the Pricing Service referred to in the definition of
      Market Value; or
(g)   enter into reverse repurchase agreements.
(h)   For so long as the Series is rated by S&P and Moody's, the
      Corporation will not purchase or sell futures contracts, write,
      purchase or sell options on futures contracts or write put options
      (except covered put options) or call options (except covered call
      options) on portfolio securities unless it receives written
      confirmation from S&P and Moody's that engaging in such
      transactions will not impair the ratings then assigned to the
      Series by S&P and Moody's.
(i)   Subject to the requirement set forth in this Section 11 to obtain
      written confirmation from S&P (if S&P is then rating the Series)
      prior to engaging in any one or more of the transactions set forth
      in Section 11(a)-(h), that any such action would not impair the
      rating then assigned by S&P to the Series, the Corporation may enter
      into certain S&P Hedging Transactions provided the following
      requirements are met:
(i)   for each net long or short position in S&P Hedging Transactions,
      the Corporation will maintain in a segregated account with the
      Corporation's custodian an amount of cash or readily marketable
      securities having a value, when added to any amounts on deposit with
      the Corporation's futures commission merchants or brokers as margin or
      premium for such position, at least equal to the market value of the
      Corporation's potential obligations on such position, marked-to-market
      on a daily basis, in each case as and to the extent required by the
      applicable rules or orders of the Commission or by interpretations of
      the Commission's staff;
(ii)  the Corporation will not engage in any S&P Hedging Transaction which
      would cause the Corporation at the time of such transaction to own or
      have sold the lesser of outstanding futures contracts based on any of
      the aforementioned indices exceeding in number 10% of the average
      numberof daily traded futures contracts based on such index in the
      30 days preceding the time of effecting such transaction as reported
      by The Wall Street Journal;
(iii) the Corporation will engage in closing transactions to close out any
      outstanding futures contract which the Corporation owns or has sold
      or any outstanding option thereon owned by the Corporation in the
      event(1) the Corporation does not have S&P Eligible Assets with an
      aggregate Discounted Value equal to or greater than the Preferred
      Shares Basic Maintenance Amount on two consecutive Valuation Dates
      and (2) the  Corporation is required to pay variation margin on the
      second such Valuation Date;
(iv)  the Corporation will engage in a closing transaction to close out
      any outstanding futures contract or option thereon at least one week
      prior to the delivery date under the terms of the futures contract
      or option thereon unless the corporation holds the securities
      deliverable under such terms;
(v)   when the Corporation writes a futures contract or option thereon,
      either the amount of margin posted by the Corporation (in the case
      ofa futures contract) or the marked-to-market value of the
      Corporation's obligation (in the case of a put option written by the
      Corporation) shall be treated as a liability of the Corporation for
      purposes of calculating the Preferred Shares Basic Maintenance Amount,
      or, in the event the Corporation writes a futures contract or option
      thereon which requires delivery of an underlying security and the
      Corporation does not wish to treat its obligations with respect
      thereto as a liability for purposes of calculating the Preferred Shares
      Basic Maintenance Amount, it shall  hold such underlying security in
      its portfolio and shall not include such security to the extent of such
      contract or option as an S&P Eligible  Asset;
(vi)  when the Corporation engages in credit default swaps, the swaps will be
      transacted according to International Swap Dealers Association ("ISDA")
      standards.  If premiums are not paid in advance, they will be counted as
      a liability for the Preferred Shares Basic Maintenance Amount and 40 Act
      Coverage Tests. The Corporation may not sell credit protection;
(vii) when the Corporation engages in interest rate and currency swaps, the
      transactions meet ISDA standards;  The counterparty to the swap
      transaction has a minimum short-term rating of "A-1/A+" or the
     equivalent  by S&P, or, if the counterparty does not have a short-term
     rating, the counterparty's minimum senior unsecured long-term debt
      rating is "A-1/A+",  or the equivalent by S&P, or higher; the original
     aggregate notional amount of the interest rate swap transaction or
      transactions is not greater than  the liquidation preference of the
      Series; the interest rate swap transaction   will be marked-to-market
      weekly by the swap counterparty. If the Corporation   fails to maintain
       an aggregate Discounted Value that is at least equal to  the basic
      maintenance amount on two consecutive valuation dates, then the
      swap agreement will terminate immediately;  for the purpose of
     calculating the  asset coverage test, 90% of any positive mark-to-market
      valuation of the  Corporation's rights are eligible assets. One
       hundred percent of any negative  mark-to-market valuation
     of the Corporation's rights will be included in the calculation of the
      basic maintenance amount; and the Corporation maintains liquid assets
        with a value that is at least equal to the net amount of the excess,
        if any, of the Corporation's obligations over its entitlement with
      respect to each swap.  If the swap agreement is not on a net basis,
      the   Corporation must maintain liquid and unencumbered assets with
     a value at least equal to the full amount of its accrued obligations
     under the agreement.  For caps/floors, the Corporation must maintain
      liquid assets with a value that is at least equal to the Corporation's
     obligations for such caps or floors;
(viii)when the Corporation engages in short sales, the Corporation segregates
      liquid and unencumbered assets in an amount that, when combined with
      the  amount of collateral deposited with the broker in connection with
      the short  sale, equals the current market value of the security sold
      short. If the Corporation enters into a short sale against the box,
      it is required to  segregate securities equivalent in kind and amount
      to the securities sold short,  and the Corporation is required to
      segregate such securities while the short sale is outstanding;
      and the transaction will be marked-to-market daily by the counterparty;
(ix) when the Corporation engages in margin purchases,the Corporation
      segregates liquid and unencumbered assets in an amount that, when
      combined with the amount of collateral deposited with the broker
      in connection with the margin purchase, equals the current net
      obligation of the Corporation; and the transaction is marked-to-market
      daily by the counterparty;
(x)   when the Corporation engages in reverse repurchase agreements,
      the counterparty is rated at least "A-1/A+" and the agreement matures
      in 30 days or sooner; or the counterparty is rated "A-1/A+" and the
      transaction matures between 30 and 183 days; and the securities are
      marked-to-market daily by the counterparty; and
(xi)  when the Corporation engages in security lending  for periods of
      30 days or less, the counterparty must be rated at least A-1/A+
      and the Corporation must follow all requirements of the 1940 Act.
      SECOND:  The definition of "S&P Discount Factor" contained in
      Section 17 of Part I of the Corporation's Articles Supplementary
      Creating and Fixing the Rights of Series TH28 Taxable Auction Market
      Preferred Shares, is hereby amended by deleting subsection (b).
      THIRD:  Section 17 of Part I of the Corporation's Articles
      Supplementary Creating and Fixing the Rights of Series TH28
      Taxable Auction Market Preferred Shares is hereby amended by
      adding the following:
      "S&P Hedging Transactions": For so long as any Series is rated
      by S&P, the Corporation will not purchase or sell futures contracts,
      write, purchase or sell options on futures contracts or write put
      options (except covered put options) or call options
      (except covered call options) on portfolio securities unless it
      receives written confirmation from S&P that engaging in such
      transactions will not impair the rating then assigned to the
      Series by S&P, except that the Corporation may purchase or sell
      futures contracts and engage in swaps, caps, floors, and collars,
      reverse repurchase or repurchase agreements, short sales, write,
      purchase or sell put and call options on such contracts (collectively,
     "S&P Hedging Transactions''), subject to the following limitations:

Futures and Options:

1.    S&P Hedging Transactions may not exceed the notional value of
      the preferred shares outstanding;

2.    the Corporation will engage in closing transactions to close out any
      outstanding futures contract which the Corporation owns or has sold or
      any outstanding option thereon owned by the Corporation in the event
(A)	the Corporation does not have S&P Eligible Assets with an
aggregate  Discounted Value equal to or greater than the
Preferred Shares Basic   Maintenance Amount on two consecutive
 Valuation Dates and (B) the Corporation is required to pay variation
 margin on the second such Valuation Date;

3.    the Corporation will engage in a closing transaction to close out
      any outstanding futures contract or option thereon in the month prior
      to the delivery month under the terms of such futures contract or
     option  thereon unless the Corporation holds the securities deliverable
     under such terms; and

4.    when the Corporation writes a futures contract or option thereon,
      it will either maintain an amount of cash, cash equivalents or liquid
      securities ( in a segregated account with the Corporation's custodian,
      so that the amount so segregated plus the amount of initial margin and
      variation margin held in the account of or on behalf of the
      Corporation's  broker with respect to such futures contract or option
       equals the Market  Value of the Corporation's futures contract or
      option, marked-to-market   on a daily basis, or, in the event the
     Corporation writes a futures  contract or option thereon which requires
     delivery of an underlying  security, it shall hold such underlying
    security in its portfolio.

Credit Default Swap entered into according to International Swap Dealers
 Association ("ISDA") standards, if premiums not paid in advance, will be
 counted as a liability for purpose of the Preferred Shares Basic
 Maintenance Amount; the Corporation is not the seller of credit protection.

Interest Rate Swaps:

1.    The Corporation may engage in interest rate swaps if it is accordance
      to ISDA standards;

2.    the counterparty to the swap transaction has a minimum short-term
      rating of "A-1/A+" or equivalent by S&P, or, if the counterparty does
      not have a short-term rating, the counterparty's minimum senior
     unsecured long-term debt rating is "A+", or equivalent by S&P, or
      higher;

3.	The original aggregate notional amount of the interest rate swap
      transaction or transactions is not to be greater than the liquidation
      preference of the Series;

4.    The interest rate swap transaction will be marked-to-market weekly by
       the swap counterparty.  If the Corporation fails to maintain an aggregate
       discounted value at least equal to the basic maintenance amount on two
       consecutive valuation dates then the agreement shall terminate
        immediately;

5.    For the purpose of calculating the Preferred Shares Basic Maintenance
    Amount, 90% of any positive mark-to-market valuation of the
 Corporation's rights will be eligible assets. 100% of any negative
  mark-to-market valuation of the Corporation's rights will be included in
 the calculation of the basic maintenance amount;

6.	The Corporation must maintain liquid assets with a value at least equal
 to the net amount of the excess, if any, of the Corporation's obligations
over its entitlement with respect to each swap. If the swap agreement is not
on a net basis, it must maintain liquid and unencumbered assets with a value
 at least equal to the full amount of the Corporation's accrued obligations
under the agreement. For caps/floors, must maintain liquid assets with a
value at least equal to the Corporation's obligations with respect to such
 caps or floors.

Short Sales

The Corporation may engage in short sales of securities or short sales
against the box if:

1.    the Corporation segregates liquid and unencumbered assets in an
 amount that when combined with the amount of collateral deposited
with the broker in connection with the short sale equals the current market
 value of the security sold short or if the Corporation enters into a short
sale against the box, it is required to segregate securities equivalent in
kind and amount to the securities sold short and is required to hold such
securities while the short sale is outstanding; and

2.	The transaction will be marked to market daily by the counterparty.


Margin Purchase:

1.    The Corporation segregates liquid and unencumbered assets in an
 amount that when combined with the amount of collateral deposited with
 the broker in connection with the margin purchase equals the current net
obligation of the Corporation; and


2.    The transaction will be marked to market daily by the counterparty.

Reverse Repurchase Agreement:

The Corporation may engage in reverse repurchase agreements if:

1.    the counterparty is rated at least A-1/A+and the agreement
 matures in 30 days or less, or
2.    the counterparty must be rated AA-/A-1+if the transaction matures
 in more than 30 days but less than 183 days, and

3.    the securities are marked to market daily by the counterparty.

FOURTH:  The definition of "Moody's Eligible Assets" contained in Section 17
 of Part I of the Corporation's Articles Supplementary Creating and Fixing the
 Rights of Series TH28 Taxable Auction Market Preferred Shares is hereby
 amended by adding the following at the end of the definition: Where the
 Corporation sells an asset and agrees to repurchase such asset in the future,
 the Discounted Value of such asset will constitute a Moody's Eligible Asset and
 the amount the Corporation is required to pay upon repurchase of such asset
 will count as a liability for the purposes of the Preferred Shares Basic
Maintenance Amount. Where the Corporation purchases an asset and agrees
 to sell it to a third party in the future, cash receivable by the Corporation
 thereby will constitute a Moody's Eligible Asset if the long-term debt of
such other party is rated at least A2 by Moody's and such agreement has
 a term of 30 days or less; otherwise the Discounted Value of such purchased
 asset will constitute a Moody's Eligible Asset. For the purposes of
 calculation of Moody's Eligible Assets, portfolio securities which have
 been called for redemption by the issuer thereof shall be valued at the
 lower of Market Value or the call price of such portfolio securities.
For purposes of valuation of Moody's Eligible Assets: (A) if the Corporation
 writes a call option, the underlying asset will be valued as follows:
(1)	if the option is exchange-traded and may be offset readily or if the
option expires before the earliest possible redemption of the Series, at the
 lower of the Discounted Value of the underlying security of the option
and the exercise price of the option or (2) otherwise, it has no value;
(B)	if the Corporation writes a put option, the underlying asset will be
valued as follows: the lesser of (1) exercise price and (2) the Discounted
 Value of the underlying security; and (C) call or put option contracts
 which the Corporation buys have no value. For so long as the Series
is rated by Moody's: (A) the Corporation will not enter into an option
 transaction with respect to portfolio securities unless, after giving effect
 thereto, the Corporation would continue to have Eligible Assets with an
 aggregate Discounted Value equal to or greater than the Preferred
 Shares Basic Maintenance Amount; (B) the Corporation will not
 enter into an option transaction with respect to portfolio securities unless
 after giving effect to such transaction the Corporation would continue
 to be in compliance with the provisions relating to the
Preferred Shares Basic Maintenance Amount; (C) for purposes of the
 Preferred Shares Basic Maintenance Amount assets in margin accounts are
 not Eligible Assets; and (D) where delivery may be made to the Corporation
 with any of a class of securities, the Corporation will assume for purposes
 of the Preferred Shares Basic Maintenance Amount that it takes delivery
of that security which yields it the least value.

FIFTH:  Section 17 of Part I of the Corporation's Articles Supplementary
Creating and Fixing the Rights of Series TH28 Taxable Auction Market
Preferred Shares is hereby amended by adding the following immediately
 after the definition of "Moody's Eligible Assets":
"Moody's Hedging Transactions" means purchases or sales of exchange-traded
 financial futures contracts based on any index approved by Moody's or
Treasury Bonds, and purchases, writings or sales of exchange-traded put
options on such financial futures contracts, any index approved by Moody's
or Treasury Bonds, and purchases, writings or sales of exchange-traded call
 options on such financial futures contracts, any index approved by Moody's
 or Treasury Bonds, subject to the following limitations:
(i)  the Corporation will not engage in any Moody's Hedging Transaction
based on any index approved by Moody's (other than Closing Transactions)
 that would cause the Corporation at the time of such transaction to own or
have sold: (A)  Outstanding financial futures contracts based on such index
exceeding in number 10% of the average number of daily traded financial
 futures contracts based on such index in the 30 days preceding the time of
 effecting such transaction as reported by The Wall Street Journal; or
(B)  Outstanding financial futures contracts based on any index approved
by Moody's having a Market Value exceeding 50% of the Market Value
 of all portfolio securities of the Corporation constituting Moody's Eligible
 Assets owned by the Corporation;
(ii)  The Corporation will not engage in any Moody's Hedging Transaction
 based on Treasury Bonds (other than Closing Transactions) that would cause
the Corporation at the time of such transaction to own or have sold:
(A)  Outstanding financial futures contracts based on Treasury Bonds with
 such contracts having an aggregate Market value exceeding 20% of the
aggregate Market Value of Moody's Eligible Assets owned by the Corporation
 and rated Aa by Moody's (or, if not rated by Moody's but rated by S&P,
 rated AAA by S&P); or
(B)  Outstanding financial futures contracts based on Treasury Bonds
 with such contracts having an aggregate Market Value exceeding 50%
 of the aggregate Market Value of all portfolio securities of the Corporation
 constituting Moody's Eligible Assets owned by the Corporation
(other than Moody's Eligible Assets already subject to a
Moody's Hedging Transaction) and rated Baa or A by Moody's (or,
 if not rated by Moody's but rated by S&P, rated A or AA by S&P);
(iii)  The Corporation will engage in Closing Transactions to close out
 any outstanding financial futures contract based on any index approved
 by Moody's if the amount of open interest in such index as reported by
 The Wall Street Journal is less than an amount to be mutually determined
 by Moody's and the Corporation;
(iv)  The Corporation will engage in a Closing Transaction to close out
 any outstanding financial futures contract by no later than the fifth
 Business Day of the month in which such contract expires and will engage
 in a Closing Transaction to close out any outstanding option on a financial
 futures contract by no later than the first Business Day of the month in
 which such option expires;
(v)  The Corporation will engage in Moody's Hedging Transactions only
 with respect to financial futures contracts or options thereon having the
 next settlement date or the settlement date immediately thereafter; and
(vi)  The Corporation will not enter into an option or futures transaction
 unless, after giving effect thereto, the Corporation would continue to
 have Moody's Eligible Assets with an aggregate Discounted Value
equal to or greater than the Preferred Shares Basic Maintenance Amount.
(vii)  Swaps (including Total Return Swaps, Interest Rate Swaps, Currency
 Swaps and Credit Default Swaps): Total return and Interest Rate Swaps are
 subject to the following provisions:
(A) Only the cumulative unsettled profit and loss from a Total Return Swap
 transaction will be calculated when determining the Preferred Shares Basic
Maintenance Amount. If the Corporation has an outstanding gain from a swap
 transaction on a Valuation Date, the gain will be included as a Moody's
 Eligible Asset subject to the Moody's Discount Factor on the counterparty
 to the swap transaction. If the Corporation has an outstanding liability
from a swap transaction on a Valuation Date, the Corporation will subtract
 the outstanding liability from the total Moody's Eligible Assets in
calculating the Preferred Shares Basic Maintenance Amount. In addition,
 for swaps other than Total Return Swaps, the Market Value of the position
 (positive or negative) will be included as a Moody's Eligible Asset.
The aggregate notional value of all swaps will not exceed the Liquidation
 Preference of the Outstanding Series. At the time a swap is executed,
 the Corporation will only enter into swap transactions where the
 counterparty has at least a Fitch rating of A- or Moody's long-term
rating of A3.
(B)  (1) The underlying securities subject to a Credit Default Swap sold
by the Corporation will be subject to the applicable Moody's Discount
Factor for each security subject to the swap;
(2) If the Corporation purchases a Credit Default Swap and holds the
underlying security, the Market Value of the Credit Default Swap and the
 underlying security will be included as a Moody's Eligible Asset subject to
 the Moody's Discount Factor assessed based on the counterparty risk and
the duration of the swap agreement; and
(3) The Corporation will not include a Credit Default Swap as a Moody's
 Eligible Asset purchased by the Corporation without the Corporation
 holding the underlying security or when the Corporation buys a Credit
 Default Swap for a basket of securities without holding all the securities
 in the basket. If not otherwise provided for above, derivative instruments
 shall be treated as follows: Any derivative instruments will be valued
pursuant to the Corporation's valuation procedures on a Valuation Date.
 The amount of the net payment obligation and the cost of a closing
 transaction, as appropriate, on any derivative instrument on a Valuation
 Date will be counted as a liability for purposes of determining the
 Preferred Shares Basic Maintenance Amount (e.g., a written call option
that is in the money for the holder). Any derivative instrument with respect
to which the Corporation is owed payment on the Valuation Date that is
 not based upon an individual security or securities that are Moody's
 Eligible Assets will have a mutually agreed upon valuation by Moody's
 and the Corporation for purposes of determining Moody's Eligible Assets.
 Any derivative instrument with respect to which the Corporation is owed
payment on the valuation date that is based upon an individual security or
 securities that are Moody's Eligible Assets (e.g., a purchased call option
 on a bond that is in the money) will be valued as follows for purposes of
determining Moody's Eligible Assets: (A) For such derivative instruments
 that are exchange traded, the value of the in-the-money amount of the
payment obligation to the Corporation will be reduced by applying the
 Moody's Discount Factor (as it would apply to the underlying security or
 securities) and then added to Moody's Eligible Assets; and (B) for such
 derivative instruments that are not exchange traded, the value of the
 in-the-money amount of the payment obligation to the Corporation will be
(1) reduced as described in (A) and (B) further reduced by applying to the
 remaining amount the Moody's Discount Factor determined by reference to
 the credit rating of the derivative counterparty with the remaining amount
after these reductions then added to Moody's Eligible Assets.
For purposes of determining whether the Corporation has Moody's Eligible
 Assets with an aggregate Discounted Value that equals or exceeds the
Preferred Shares Basic Maintenance Amount Test, the Discounted Value
of all Forward Commitments to which the Corporation is a party and of all
securities deliverable to the Corporation pursuant to such Forward
Commitments shall be zero.
SIXTH: The amendments set forth in these Articles of Amendment were
duly approved by the Board of Directors in accordance with Part I, Sections
 6(k) and 16 of the Articles Supplementary and the Maryland General
Corporation Law.  No stock entitled to be voted on the matter was
outstanding or subscribed for at the time of the approval of the amendments
 set forth in these Articles of Amendment.
SEVENTH:  The amendments contemplated by these Articles of Amendment
 do not increase the authorized stock of the Corporation or the aggregate
 par value thereof.

[Remainder of page left blank]

IN WITNESS WHEREOF, COHEN & STEERS REIT AND PREFERRED INCOME
FUND, INC. has caused these Articles of Amendment to be signed in its name
and on its behalf by its President and Chief Executive Officer and witnessed
 by its Secretary as of this 16th day of June, 2008.
WITNESS:
By: /s/ Francis C. Poli
Name: Francis C. Poli
Title: Secretary

COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.


By: /s/ Adam M. Derechin
Name: Adam M. Derechin
Title: President and Chief Executive Officer

THE UNDERSIGNED, President of the COHEN & STEERS REIT AND PREFERRED
INCOME FUND, INC., who executed on behalf of the Corporation the foregoing
Articles of Amendment hereby acknowledges the foregoing Articles of
 Amendment to be the corporate act of the Corporation and hereby certifies
to the best of his knowledge, information, and belief that the matters and
 facts set forth herein with respect to the authorization and approval
thereof are true in all material respects under the penalties of perjury.

By: /s/ Adam M. Derechin
Name: Adam M. Derechin
Title: President and Chief Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>rnp77q1_2.txt
<DESCRIPTION>OTHER
<TEXT>
COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.

Articles of Amendment to the
Articles Supplementary Creating and Fixing the Rights of
Series T28 Taxable Auction Market Preferred Shares

Cohen & Steers REIT and Preferred Income Fund, Inc., a Maryland corporation
 having its principal office in the City of Baltimore in the State of
Maryland (the "Corporation"), certifies to the State Department of Assessments
 and Taxation of Maryland (the "Department") that:
FIRST: Section 11 of Part I of the Corporation's Articles Supplementary
Creating and Fixing the Rights of Series T28 Taxable Auction Market
Preferred Shares (the "Articles Supplementary") is hereby amended by deleting
 Section 11 in its entirety and substituting in lieu thereof the following:

11.	Certain Other Restrictions. So long as any shares of the Series are
Outstanding and S&P, Moody's or any Other Rating Agency that is rating
 such shares so requires, the Corporation will not, unless it has received
written confirmation from S&P (if S&P is then rating the Series), Moody's
 (if Moody's is then rating the Series) and (if applicable) such Other
Rating Agency, that any such action would not impair the rating then
 assigned by such Rating Agency to the Series, engage in any one
or more of the following transactions:
(a)   issue senior securities except in conformity with the limits
 set forth in the 1940 Act or pursuant to exemptive relief;
(b)   except in connection with a refinancing of the Series,
 issue additional shares of any series of preferred stock, including the
 Series, or reissue any shares of preferred stock, including the Series
 previously purchased or redeemed by the Corporation;
(c)   engage in any short sales of securities;
(d)   lend portfolio securities;
(e)   merge or consolidate into or with any other fund;
(f)   change the Pricing Service referred to in the definition of
      Market Value;or
(g)   enter into reverse repurchase agreements.
(h)   For so long as the Series is rated by S&P and Moody's, the
Corporation will not purchase or sell futures contracts, write, purchase
 or sell options on futures contracts or write put options
(except covered put options) or call options (except covered call options)
on portfolio securities unless it receives written confirmation from S&P
and Moody's that engaging in such transactions will not impair the ratings then
 assigned to the Series by S&P and Moody's.
(i)   Subject to the requirement set forth in this Section 11 to obtain written
confirmation from S&P (if S&P is then rating the Series) prior to engaging in
any one or more of the transactions set forth in Section 11(a)-(h), that any
 such action would not impair the rating then assigned by S&P to the Series,
 the Corporation may enter into certain S&P Hedging Transactions provided the
following requirements are met:
(i)   for each net long or short position in S&P Hedging Transactions, the
 Corporation will maintain in a segregated account with the Corporation's
 custodian an amount of cash or readily marketable securities having a value,
 when added to any amounts on deposit with the Corporation's futures
commission merchants or brokers as margin or premium for such position,
at least equal to the market value of the Corporation's potential obligations on
 such position, marked-to-market on a daily basis, in each case as and to the
extent required by the applicable rules or orders of the Commission or by
interpretations of the Commission's staff;
(ii)   the Corporation will not engage in any S&P Hedging Transaction
 which would cause the Corporation at the time of such transaction to own
 or have sold the lesser of outstanding futures contracts based on any of the
 aforementioned indices exceeding in number 10% of the average number of
daily traded futures contracts based on such index in the 30 days preceding
 the time of effecting such transaction as reported by The Wall Street
Journal;
(iii)   the Corporation will engage in closing transactions to close out
any outstanding futures contract which the Corporation owns or has sold or
any outstanding option thereon owned by the Corporation in the event (1) the
 Corporation does not have S&P Eligible Assets with an aggregate Discounted
Value equal to or greater than the Preferred Shares Basic Maintenance
Amount on two consecutive Valuation Dates and (2) the Corporation is
required to pay variation margin on the second such Valuation Date;
(iv)   the Corporation will engage in a closing transaction to close out
 any outstanding futures contract or option thereon at least one week prior
to the delivery date under the terms of the futures contract or option
thereon unless the corporation holds the securities deliverable under
 such terms;
(v)   when the Corporation writes a futures contract or option thereon,
either the amount of margin posted by the Corporation (in the case of a
futures contract) or the marked-to-market value of the Corporation's
obligation (in the case of a put option written by the Corporation) shall be
treated as a liability of the Corporation for purposes of calculating the
Preferred Shares Basic Maintenance Amount, or, in the event the Corporation
writes a futures contract or option thereon which requires delivery of an
underlying security and the Corporation does not wish to treat its obligations
with respect thereto as a liability for purposes of calculating the Preferred
Shares Basic Maintenance Amount, it shall hold such underlying security in its
 portfolio and shall not include such security to the extent of such
contract or option as an S&P Eligible Asset;
(vi)   when the Corporation engages in credit default swaps, the swaps will
be transacted according to International Swap Dealers Association
 ("ISDA") standards.  If premiums are not paid in advance, they will be
counted as a liability for the Preferred Shares Basic Maintenance Amount
 and 40 Act Coverage Tests. The Corporation may not sell credit protection;
(vii)   when the Corporation engages in interest rate and currency swaps,
 the transactions meet ISDA standards;  The counterparty to the swap
transaction has a minimum short-term rating of "A-1/A+" or the equivalent by
S&P, or, if the counterparty does not have a short-term rating, the
counterparty's minimum senior unsecured long-term debt rating is "A-1/A+"
, or the equivalent by S&P, or higher; the original aggregate notional amount
of the interest rate swap transaction or transactions is not greater than the
liquidation preference of the Series; the interest rate swap transaction will
be marked-to-market weekly by the swap counterparty. If the Corporation fails
 to maintain an aggregate Discounted Value that is at least equal to the
basic maintenance amount on two consecutive valuation dates, then the swap
agreement will terminate immediately;  for the purpose of calculating the asset
coverage test, 90% of any positive mark-to-market valuation of the
Corporation's rights are eligible assets. One hundred percent of any negative
 mark-to-market valuation of the Corporation's rights will be included in the
calculation of the basic maintenance amount; and the Corporation maintains
 liquid assets with a value that is at least equal to the net amount of the
excess, if any, of the Corporation's obligations over its entitlement with
respect to each swap.  If the swap agreement is not on a net basis, the
Corporation must maintain liquid and unencumbered assets with a value at
 least equal to the full amount of its accrued obligations under the agreement.
 For caps/floors, the Corporation must maintain liquid assets with a value
 that is at least equal to the Corporation's obligations for such
caps or floors;
(viii)   when the Corporation engages in short sales, the Corporation
segregates liquid and unencumbered assets in an amount that, when
combined with the amount of collateral deposited with the broker in connection
 with the short sale, equals the current market value of the security sold
short.  If the Corporation enters into a short sale against the box, it is
 required
 to segregate securities equivalent in kind and amount to the securities sold
short, and the Corporation is required to segregate such securities while the
 short sale is outstanding; and the transaction will be marked-to-market .
aily by the counterparty;
(ix)   when the Corporation engages in margin purchases, the Corporation
segregates liquid and unencumbered assets in an amount that, when combined
 with the amount of collateral deposited with the broker in connection with
 the margin purchase, equals the current net obligation of the Corporation;
 and the transaction is marked-to-market daily by the counterparty;
(x)   when the Corporation engages in reverse repurchase agreements,
(xi)   the counterparty is rated at least "A-1/A+" and the agreement matures
in 30 days or sooner; or the counterparty is rated "A-1/A+" and the
transaction matures between 30 and 183 days; and the securities are
marked-to-market daily by the counterparty; and
(xii)   when the Corporation engages in security lending  for periods
of 30 days or less, the counterparty must be rated at least A-1/A+ and the
 Corporation must follow all requirements of the 1940 Act.
SECOND:  The definition of "S&P Discount Factor" contained in Section
17 of Part I of the Corporation's Articles Supplementary Creating and Fixing
the Rights of Series T28 Taxable Auction Market Preferred Shares, is hereby
 amended by deleting subsection (b).

THIRD:  Section 17 of Part I of the Corporation's Articles Supplementary
Creating and Fixing the Rights of Series T28 Taxable Auction Market
Preferred Shares is hereby amended by adding the following:

"S&P Hedging Transactions": For so long as any Series is rated by S&P,
 the Corporation will not purchase or sell futures contracts, write, purchase
or sell options on futures contracts or write put options (except covered
put options) or call options (except covered call options) on portfolio
securities unless it receives written confirmation from S&P that
engaging in such transactions will not impair the rating then assigned to the
Series by S&P, except that the Corporation may purchase or sell futures
contracts and engage in swaps, caps, floors, and collars, reverse repurchase
or repurchase agreements, short sales, write, purchase or sell put and call
options on such contracts (collectively, "S&P Hedging Transactions"),
subject to the following limitations:

Futures and Options:

1.    S&P Hedging Transactions may not exceed the notional value of the
preferred shares outstanding;

2.    the Corporation will engage in closing transactions to close out any
 outstanding futures contract which the Corporation owns or has sold or
any outstanding option thereon owned by the Corporation in the event (A) the
Corporation does not have S&P Eligible Assets with an aggregate Discounted
Value equal to or greater than the Preferred Shares Basic Maintenance
Amount on two consecutive Valuation Dates and (B) the Corporation is
required to pay variation margin on the second such Valuation Date;

3.  the Corporation will engage in a closing transaction to close out any
 outstanding futures contract or option thereon in the month prior to the
 delivery month under the terms of such futures contract or option thereon
 unless the Corporation holds the securities deliverable under such terms;
 and

4.    when the Corporation writes a futures contract or option thereon, it will
either maintain an amount of cash, cash equivalents or liquid securities
( in a segregated account with the Corporation's custodian, so that the amount
 so segregated plus the amount of initial margin and variation margin held in
 the account of or on behalf of the Corporation's broker with respect to such
futures contract or option equals the Market Value of the Corporation's futures
 contract or option, marked-to-market on a daily basis, or, in the event the
Corporation writes a futures contract or option thereon which requires
delivery of an underlying security, it shall hold such underlying security in
its portfolio.

Credit Default Swap entered into according to International Swap
Dealers Association ("ISDA") standards, if premiums not paid in advance,
 will be counted as a liability for purpose of the Preferred Shares
Basic Maintenance Amount; the Corporation is not the seller of credit
 protection.

Interest Rate Swaps:

1. The Corporation may engage in interest rate swaps if it is
accordance to ISDA standards;

2.the counterparty to the swap transaction has a minimum short-term rating of
 "A-1/A+" or equivalent by S&P, or, if the counterparty does not have a
short-term rating, the counterparty's minimum senior unsecured long-term debt
rating is "A+", or equivalentby S&P, or higher;

3.The original aggregate notional amount of the interest rate swap
transaction or transactions is not to be greater than the
liquidation preference of the Series;

4.    The interest rate swap transaction will be marked-to-market weekly
by the swap counterparty.  If the Corporation fails to maintain an aggregate
discounted value at least equal to the basic maintenance amount on two
consecutive valuation dates then the agreement shall terminate immediately;

5. For the purpose of calculating the Preferred Shares Basic Maintenance
Amount, 90% of any positive mark-to-market valuation of the Corporation's
rights will be eligible assets. 100% of any negative mark-to-market valuation
 of the Corporation's rights will be included in the calculation of the basic
maintenance amount;

6.	The Corporation must maintain liquid assets with a value at least equal
 to the net amount of the excess, if any, of the Corporation's obligations over
its entitlement with respect to each swap. If the swap agreement is not on a
net basis, it must maintain liquid and unencumbered assets with a value at
least equal to the full amount of the Corporation's accrued obligations under
the agreement. For caps/floors, must maintain liquid assets with a
value at least equal to the Corporation's obligations with respect to such
 caps or floors.

Short Sales

The Corporation may engage in short sales of securities or short sales against
 the box if:

1. the Corporation segregates liquid and unencumbered assets in an amount
 that when combined with the amount of collateral deposited with the broker
 in connection with the short sale equals the current market value of the
security sold short or if the Corporation enters into a short sale against the
 box, it is required to segregate securities equivalent in kind and amount to
 the securities sold short and is required to hold such securities while
 the short sale is outstanding; and

2.    The transaction will be marked to market daily by the counterparty.

Margin Purchase:

1.    The Corporation segregates liquid and unencumbered assets in an
amount that when combined with the amount of collateral deposited
with the broker in connection with the margin purchase equals the current net
 obligation of the Corporation; and

2.    The transaction will be marked to market daily by the counterparty.

Reverse Repurchase Agreement:

The Corporation may engage in reverse repurchase agreements if:

1.   the counterparty is rated at least A-1/A+ and the agreement matures in
 30 days or less, or
2.    the counterparty must be rated AA-/A-1+ if the transaction matures in
 ore than 30 days but less than 183 days, and
3.    the securities are marked to market daily by the counterparty.

FOURTH:  The definition of "Moody's Eligible Assets" contained in Section
17 of Part I of the Corporation's Articles Supplementary Creating and Fixing
 the Rights of Series T28 Taxable Auction Market Preferred Shares is hereby
 amended by adding the following at the end of the definition:
 Where the Corporation sells an asset and agrees to repurchase such
asset in the future, the Discounted Value of such asset will constitute a
Moody's Eligible Asset and the amount the Corporation is required to
pay upon repurchase of such asset will count as a liability for the purposes
of the Preferred Shares Basic Maintenance Amount. Where the Corporation
 purchases an asset and agrees to sell it to a third party in the future,
 cash receivable by the Corporation thereby will constitute a Moody's
Eligible Asset if the long-term debt of such other party is rated at least
A2 by Moody's and such agreement has a term of 30 days or less; otherwise
the Discounted Value of such purchased asset will constitute a Moody's
Eligible Asset. For the purposes of calculation of Moody's Eligible Assets,
 portfolio securities which have been called for redemption by the issuer
thereof shall be valued at the lower of Market Value or the call price of
such portfolio securities.
For purposes of valuation of Moody's Eligible Assets: (A) if the Corporation
writes a call option, the underlying asset will be valued as follows: (1) if
the option is exchange-traded and may be offset readily or if the option
expires before the earliest possible redemption of the Series, at the lower
 of the Discounted Value of the underlying security of the option and the
exercise price of the option or (2) otherwise, it has no value; (B) if the
Corporation writes a put option, the underlying asset will be valued as
follows: the lesser of (1) exercise price and (2) the Discounted Value of the
 underlying security; and (C) call or put option contracts which the
Corporation buys have no value. For so long as the Series is rated by
Moody's: (A) the Corporation will not enter into an option transaction with
 respect to portfolio securities unless, after giving effect thereto, the
Corporation would continue to have Eligible Assets with an aggregate
Discounted Value equal to or greater than the Preferred Shares Basic
Maintenance Amount; (B) the Corporation will not enter into an option
transaction with respect to portfolio securities unless after giving
effect to such transaction the Corporation would continue to be in compliance
 with the provisions relating to the Preferred Shares Basic Maintenance
Amount; (C) for purposes of the Preferred Shares Basic Maintenance Amount
assets in margin accounts are not Eligible Assets; and (D) where delivery may
be made to the Corporation with any of a class of securities, the Corporation
will assume for purposes of the Preferred Shares Basic Maintenance Amount that
 it takes delivery of that security which yields it the least value.
FIFTH:  Section 17 of Part I of the Corporation's Articles Supplementary
 Creating and Fixing the Rights of Series T28 Taxable Auction Market
Preferred Shares is hereby amended by adding the following immediately after
the definition of "Moody's Eligible Assets":
"Moody's Hedging Transactions" means purchases or sales of exchange-traded
financial futures contracts based on any index approved by Moody's or
Treasury Bonds, and purchases, writings or sales of exchange-traded put options
 on such financial futures contracts, any index approved by Moody's or Treasury
Bonds, and purchases, writings or sales of exchange-traded call options on such
financial futures contracts, any index approved by Moody's or Treasury Bonds,
subject to the following limitations:
(i)  the Corporation will not engage in any Moody's Hedging Transaction based
on any index approved by Moody's (other than Closing Transactions) that would
 cause the Corporation at the time of such transaction to own or have sold:
(A)  Outstanding financial futures contracts based on such index exceeding
in number 10% of the average number of daily traded financial futures
contracts based on such index in the 30 days preceding the time of effecting
such transaction as reported by The Wall Street Journal; or
(B) Outstanding financial futures contracts based on any index approved
by Moody's having a Market Value exceeding 50% of the Market Value
of all portfolio securities of the Corporation constituting Moody's Eligible
Assets owned by the Corporation;
(ii)  The Corporation will not engage in any Moody's Hedging Transaction
 based on Treasury Bonds (other than Closing Transactions) that would cause
 the Corporation at the time of such transaction to own or have sold:
(A)  Outstanding financial futures contracts based on Treasury Bonds with
 such contracts having an aggregate Market value exceeding 20% of the
aggregate Market Value of Moody's Eligible Assets owned by the Corporation
 and rated Aa by Moody's (or, if not rated by Moody's but rated by S&P, rated
AAA by S&P); or
(B)  Outstanding financial futures contracts based on Treasury Bonds with
 such contracts having an aggregate Market Value exceeding 50% of the
 aggregate Market Value of all portfolio securities of the Corporation
constituting Moody's Eligible Assets owned by the Corporation (other than
Moody's Eligible Assets already subject to a Moody's Hedging Transaction) and
 rated Baa or A by Moody's (or, if not rated by Moody's but rated by S&P,
rated A or AA by S&P);
(iii)  The Corporation will engage in Closing Transactions to close out
any outstanding financial futures contract based on any index approved by
 Moody's if the amount of open interest in such index as reported by The
Wall Street Journal is less than an amount to be mutually determined by
 Moody's and the Corporation;
(iv)  The Corporation will engage in a Closing Transaction to close out any
outstanding financial futures contract by no later than the fifth Business
 Day of the month in which such contract expires and will engage n a
Closing Transaction to close out any outstanding option on a financial futures
 contract by no later than the first Business Day of the month in which such
option expires;
(v)	The Corporation will engage in Moody's Hedging Transactions only with
respect to financial futures contracts or options thereon having the next
settlement date or the settlement date immediately thereafter; and
(vi)  The Corporation will not enter into an option or futures transaction
unless, after giving effect thereto, the Corporation would continue to have
Moody's Eligible Assets with an aggregate Discounted Value equal to or
 greater than the Preferred Shares Basic Maintenance Amount.
(vii)  Swaps (including Total Return Swaps, Interest Rate Swaps, Currency
Swaps and Credit Default Swaps): Total return and Interest Rate Swaps are
 subject to the following provisions:
(A)	Only the cumulative unsettled profit and loss from a Total Return
 Swap transaction will be calculated when determining the Preferred Shares
Basic Maintenance Amount. If the Corporation has an outstanding gain from a
swap transaction on a Valuation Date, the gain will be included as a Moody's
Eligible Asset subject to the Moody's Discount Factor on the counterparty to
the swap transaction. If the Corporation has an outstanding liability from a
 swap transaction on a Valuation Date, the Corporation will subtract the
outstanding liability from the total Moody's Eligible Assets in calculating
the Preferred Shares Basic Maintenance Amount.
In addition, for swaps other than Total Return Swaps, the Market Value of the
position (positive or negative) will be included as a Moody's Eligible Asset.
 The aggregate notional value of all swaps will not exceed the Liquidation
Preference of the Outstanding Series. At the time a swap is executed, the
Corporation will only enter into swap transactions where the counterparty has
 at least a Fitch rating of A- or Moody's long-term rating of A3.
(B)  (1) The underlying securities subject to a Credit Default Swap sold by
the Corporation will be subject to the applicable Moody's Discount Factor
 for each security subject to the swap;
(2) If the Corporation purchases a Credit Default Swap and holds the
 underlying security, the Market Value of the Credit Default Swap and the
 underlying security will be included as a Moody's Eligible Asset subject to
 the Moody's Discount Factor assessed based on the counterparty risk and the
 duration of the swap agreement; and
(3) The Corporation will not include a Credit Default Swap as a Moody's
 Eligible Asset purchased by the Corporation without the Corporation holding
the underlying security or when the Corporation buys a Credit Default Swap
for a basket of securities without holding all the securities in the basket.
If not otherwise provided for above, derivative instruments shall be treated as
follows: Any derivative instruments will be valued pursuant to the
Corporation's valuation procedures on a Valuation Date. The amount of the net
payment obligation and the cost of a closing transaction, as appropriate,
on any derivative instrument on a Valuation Date will be counted as a
liability for purposes of determining the Preferred Shares Basic Maintenance
Amount (e.g., a written call option that is in the money for the holder). Any
 derivative instrument with respect to which the Corporation is owed payment
on the Valuation Date that is not based upon an individual security or
 securities that are Moody's Eligible Assets will have a mutually agreed upon
 valuation by Moody's and the Corporation for purposes of determining Moody's
Eligible Assets. Any derivative instrument with respect to which the
Corporation is owed payment on the valuation date that is based upon
an individual security or securities that are Moody's Eligible Assets
(e.g., a purchased call option on a bond that is in the money) will be
valued as follows for purposes of determining Moody's Eligible Assets:
 (A) For such derivative instruments that are exchange traded, the value
 of the in-the-money amount of the payment obligation to the Corporation
will be reduced by applying the Moody's Discount Factor (as it would apply
 to the underlying security or securities) and then added to Moody's
 Eligible Assets; and
(B)	for such derivative instruments that are not exchange traded, the value
of the in-the-money amount of the payment obligation to the Corporation will
be (1) reduced as described in (A) and (B) further reduced by applying to the
remaining amount the Moody's Discount Factor determined by reference to the
credit rating of the derivative counterparty with the remaining amount after
 these reductions then added to Moody's Eligible Assets.
For purposes of determining whether the Corporation has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the
 Preferred Shares Basic Maintenance Amount Test, the Discounted Value of all
Forward Commitments to which the Corporation is a party and of all securities
deliverable to the Corporation pursuant to such Forward Commitments
 shall be zero.
SIXTH: 	The amendments set forth in these Articles of Amendment were duly
 approved by the Board of Directors in accordance with Part I, Sections 6(k)
and 16 of the Articles Supplementary and the Maryland General Corporation
 Law.  No stock entitled to be voted on the matter was outstanding or
subscribed for at the time of the approval of the amendments set forth in
 these Articles of Amendment.
SEVENTH:  The amendments contemplated by these Articles of Amendment do not
increase the authorized stock of the Corporation or the aggregate par
value thereof.

[Remainder of page left blank]

IN WITNESS WHEREOF, COHEN & STEERS REIT AND PREFERRED INCOME
FUND, INC. has caused these Articles of Amendment to be signed in its name
 and on its behalf by its President and Chief Executive Officer and
witnessed by its Secretary as of this
16th day of June, 2008.
WITNESS:
By: /s/ Francis C. Poli
Name: Francis C. Poli
Title: Secretary

COHEN & STEERS REIT AND PREFERRED
INCOME FUND, INC.


By: /s/ Adam M. Derechin
Name: Adam M. Derechin
Title: President and Chief Executive Officer

THE UNDERSIGNED, President of the COHEN & STEERS REIT AND PREFERRED
INCOME FUND, INC., who executed on behalf of the Corporation the foregoing
Articles of Amendment hereby acknowledges the foregoing Articles of Amendmen
t to be the corporate act of the Corporation and hereby certifies to the
best of his knowledge, information, and belief that the matters and
facts set forth herein with respect to the authorization and approval
thereof are true in all material respects under the penalties of perjury.

By: /s/ Adam M. Derechin
Name: Adam M. Derechin
Title: President and Chief Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>7
<FILENAME>rnp77q1_3.txt
<DESCRIPTION>OTHER
<TEXT>
COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.

Articles of Amendment to the
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

Cohen & Steers REIT and Preferred Income Fund, Inc., a Maryland corporation
 having its principal office in the City of Baltimore in the State of
Maryland (the "Corporation"), certifies to the State Department of
Assessments and Taxation of Maryland (the "Department") that:
FIRST: Section 11 of Part I of the Corporation'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 (the "Articles Supplementary")
is hereby amended by deleting Section 11 in its entirety and substituting
in lieu thereof the following:

11.	Certain Other Restrictions. So long as any AMPS are Outstanding
and S&P, Moody's or any Other Rating Agency that is rating such shares
so requires, the Corporation will not, unless it has received written
confirmation from S&P (if S&P is then rating the AMPS), Moody's
(if Moody's is then rating the AMPS) and (if applicable) such Other
Rating Agency, that any such action would not impair the rating then
assigned by such Rating Agency to the AMPS, engage in any one or more
of the following transactions:
(a)   issue senior securities except in conformity with the limits set
forth in the 1940 Act or pursuant to exemptive relief;
(b)   except in connection with a refinancing of the AMPS, issue additional
shares of any series of preferred stock, including any Series, or reissue
any shares of preferred stock, including any Series previously purchased
or redeemed by the Corporation;
(c)   engage in any short sales of securities;
(d)   lend portfolio securities;
(e)   merge or consolidate into or with any other fund;
(f)   change the Pricing Service referred to in the definition of
Market Value; or
(g)   enter into reverse repurchase agreements.
(h)   For so long as the AMPS are rated by S&P and Moody's, the Corporation
will not purchase or sell futures contracts, write, purchase or sell
options on futures contracts or write put options (except covered put
options) or call options (except covered call options) on portfolio
securities unless it receives written confirmation from S&P and Moody's
that engaging in such transactions will not impair the ratings then
assigned to the AMPS by S&P and Moody's.
(i)   Subject to the requirement set forth in this Section 11 to obtain
written confirmation from S&P (if S&P is then rating the AMPS) prior to
 engaging in any one or more of the transactions set forth in
Section 11(a)-(h), that any such action would not impair the rating
then assigned by S&P to the AMPS, the Corporation may enter into
certain S&P Hedging Transactions provided the following requirements
are met:
(i)   for each net long or short position in S&P Hedging Transactions,
 the Corporation will maintain in a segregated account with the
Corporation's custodian an amount of cash or readily marketable
securities having a value, when added to any amounts on deposit with
the Corporation's futures commission merchants or brokers as margin or
 premium for such position, at least equal to the market value of the
Corporation's potential obligations on such position, marked-to-market
 on a daily basis, in each case as and to the extent required by the
applicable rules or orders of the Commission or by interpretations of
the Commission's staff;
(ii)   the Corporation will not engage in any S&P Hedging Transaction
which would cause the Corporation at the time of such transaction to
own or have sold the lesser of outstanding futures contracts based on
any of the aforementioned indices exceeding in number 10% of the
average number of daily traded futures contracts based on such index
 in the 30 days preceding the time of effecting such transaction as
 reported by The Wall Street Journal;
(iii)   the Corporation will engage in closing transactions to close
 out any outstanding futures contract which the Corporation owns or
has sold or any outstanding option thereon owned by the Corporation
in the event (1) the Corporation does not have S&P Eligible Assets
with an aggregate Discounted Value equal to or greater than the Preferred
Shares Basic Maintenance Amount on two consecutive Valuation Dates and
(2) the Corporation is required to pay variation margin on the second
such Valuation Date;
(iv)   the Corporation will engage in a closing transaction to close out
any outstanding futures contract or option thereon at least one week
prior to the delivery date under the terms of the futures contract or
option thereon unless the corporation holds the securities deliverable
 under such terms;
(v)   when the Corporation writes a futures contract or option thereon
, either the amount of margin posted by the Corporation (in the case of
 a futures contract) or the marked-to-market value of the Corporation's
 obligation (in the case of a put option written by the Corporation) shall
 be treated as a liability of the Corporation for purposes of calculating
the Preferred Shares Basic Maintenance Amount, or, in the event the
 Corporation writes a futures contract or option thereon which requires
 delivery of an underlying security and the Corporation does not wish to
treat its obligations with respect thereto as a liability for purposes
of calculating the Preferred Shares Basic Maintenance Amount, it shall
 hold such underlying security in its portfolio and shall not include
such security to the extent of such contract or option as an S&P
Eligible Asset;
(vi)   when the Corporation engages in credit default swaps, the swaps
will be transacted according to International Swap Dealers Association
("ISDA") standards.  If premiums are not paid in advance, they will be
counted as a liability for the Preferred Shares Basic Maintenance Amount
and 40 Act Coverage Tests. The Corporation may not sell credit protection;
(vii)   when the Corporation engages in interest rate and currency swaps,
 the transactions meet ISDA standards;  The counterparty to the swap
 transaction has a minimum short-term rating of "A-1/A+" or the equivalent
by S&P, or, if the counterparty does not have a short-term rating, the
counterparty's minimum senior unsecured long-term debt rating is "A-1/A+",
or the equivalent by S&P, or higher; the original aggregate notional amount
of the interest rate swap transaction or transactions is not greater than
the liquidation preference of the AMPS; the interest rate swap transaction
will be marked-to-market weekly by the swap counterparty. If the Corporation
fails to maintain an aggregate Discounted Value that is at least equal to
the basic maintenance amount on two consecutive valuation dates, then the
swap agreement will terminate immediately;  for the purpose of calculating
 the asset coverage test, 90% of any positive mark-to-market valuation of
the Corporation's rights are eligible assets. One hundred percent of any
negative mark-to-market valuation of the Corporation's rights will be
included in the calculation of the basic maintenance amount; and the
Corporation maintains liquid assets with a value that is at least equal
to the net amount of the excess, if any, of the Corporation's obligations
over its entitlement with respect to each swap.  If the swap agreement
 is not on a net basis, the Corporation must maintain liquid and unencumbered
 assets with a value at least equal to the full amount of its accrued
obligations under the agreement.  For caps/floors, the Corporation must
 maintain liquid assets with a value that is at least equal to the
 Corporation's obligations for such caps or floors;
(viii)   when the Corporation engages in short sales, the Corporation
segregates liquid and unencumbered assets in an amount that, when combined
with the amount of collateral deposited with the broker in connection with
 the short sale, equals the current market value of the security sold short.
  If the Corporation enters into a short sale against the box, it is
required to segregate securities equivalent in kind and amount to the
securities sold short, and the Corporation is required to segregate such
 securities while the short sale is outstanding; and the transaction will
be marked-to-market daily by the counterparty;
(ix)   when the Corporation engages in margin purchases, the Corporation
segregates liquid and unencumbered assets in an amount that, when combined
 with the amount of collateral deposited with the broker in connection with
 the margin purchase, equals the current net obligation of the Corporation;
and the transaction is marked-to-market daily by the counterparty;
(x)   when the Corporation engages in reverse repurchase agreements,
 the counterparty is rated at least "A-1/A+" and the agreement matures
in 30 days or sooner; or the counterparty is rated "A-1/A+" and the
transaction matures between 30 and 183 days; and the securities are
 marked-to-market daily by the counterparty; and
(xi)   when the Corporation engages in security lending  for periods
of 30 days or less, the counterparty must be rated at least A-1/A+ and
the Corporation must follow all requirements of the 1940 Act.
SECOND:  The definition of "S&P Discount Factor" contained in
Section 17 of Part I of the Corporation'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, as previously amended,
is hereby amended by deleting subsection (b).

THIRD:  Section 17 of Part I of the Corporation'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 is hereby amended by adding the following:

"S&P Hedging Transactions": For so long as any Series is rated by S&P,
the Corporation will not purchase or sell futures contracts, write,
purchase or sell options on futures contracts or write put options
(except covered put options) or call options (except covered call options)
 on portfolio securities unless it receives written confirmation from S&P
 that engaging in such transactions will not impair the rating then assigned
 to the Series by S&P, except that the Corporation may purchase or sell
futures contracts and engage in swaps, caps, floors, and collars, reverse
repurchase or repurchase agreements, short sales, write, purchase or sell
put and call options on such contracts
(collectively, "S&P Hedging Transactions"), subject to the
following limitations:

Futures and Options:

1.    S&P Hedging Transactions may not exceed the notional value of the
preferred shares outstanding;

2.    the Corporation will engage in closing transactions to close out any
outstanding futures contract which the Corporation owns or has sold or any
outstanding option thereon owned by the Corporation in the event (A) the
Corporation does not have S&P Eligible Assets with an aggregate Discounted
Value equal to or greater than the Preferred Shares Basic Maintenance Amount
on two consecutive Valuation Dates and (B) the Corporation is required to
pay variation margin on the second such Valuation Date;

3.    the Corporation will engage in a closing transaction to close out any
outstanding futures contract or option thereon in the month prior to the
delivery month under the terms of such futures contract or option thereon
unless the Corporation holds the securities deliverable under such terms; and

4.    when the Corporation writes a futures contract or option thereon,
it will either maintain an amount of cash, cash equivalents or liquid
securities ( in a segregated account with the Corporation's custodian,
so that the amount so segregated plus the amount of initial margin and
variation margin held in the account of or on behalf of the Corporation's
broker with respect to such futures contract or option equals the Market
Value of the Corporation's futures contract or option, marked-to-market
on a daily basis, or, in the event the Corporation writes a futures
contract or option thereon which requires delivery of an underlying
security, it shall hold such underlying security in its portfolio.

Credit Default Swap entered into according to International Swap Dealers
Association ("ISDA") standards, if premiums not paid in advance, will be
counted as a liability for purpose of the Preferred Shares Basic
 Maintenance Amount; the Corporation is not the seller of credit protection.

Interest Rate Swaps:


1.    The Corporation may engage in interest rate swaps if it is
 accordance to ISDA standards;

2.    the counterparty to the swap transaction has a minimum short-term
 rating of "A-1/A+" or equivalent by S&P, or, if the counterparty does
 not have a short-term rating, the counterparty's minimum senior unsecured
 long-term debt rating is "A+", or equivalent by S&P, or higher;

3.    The original aggregate notional amount of the interest rate swap
transaction or transactions is not to be greater than the liquidation
preference of the Series;

4.    The interest rate swap transaction will be marked-to-market weekly by
the swap counterparty.  If the Corporation fails to maintain an aggregate
discounted value at least equal to the basic maintenance amount on two
consecutive valuation dates then the agreement shall terminate immediately;

5.    For the purpose of calculating the Preferred Shares Basic Maintenance
 Amount, 90% of any positive mark-to-market valuation of the Corporation's
rights will be eligible assets. 100% of any negative mark-to-market
valuation of the Corporation's rights will be included in the calculation
 of the basic maintenance amount;

6.    The Corporation must maintain liquid assets with a value at least equal
 to the net amount of the excess, if any, of the Corporation's obligations
over its entitlement with respect to each swap. If the swap agreement is not
 on a net basis, it must maintain liquid and unencumbered assets with a value
 at least equal to the full amount of the Corporation's accrued obligations
under the agreement. For caps/floors, must maintain liquid assets with a
value at least equal to the Corporation's obligations with respect to such
 caps or floors.

Short Sales

The Corporation may engage in short sales of securities or short sales
against the box if:

1.    the Corporation segregates liquid and unencumbered assets in an
amount that when combined with the amount of collateral deposited with
the broker in connection with the short sale equals the current market
value of the security sold short or if the Corporation enters into a short
 sale against the box, it is required to segregate securities equivalent
in kind and amount to the securities sold short and is required to hold
such securities while the short sale is outstanding; and

2.    The transaction will be marked to market daily by the counterparty.

Margin Purchase:

1.    The Corporation segregates liquid and unencumbered assets in an amount
 that when combined with the amount of collateral deposited with the broker
in connection with the margin purchase equals the current net obligation of
 the Corporation; and

2.    The transaction will be marked to market daily by the counterparty.

Reverse Repurchase Agreement:

The Corporation may engage in reverse repurchase agreements if:

1.    the counterparty is rated at least A-1/A+ and the agreement matures
in 30 days or less, or
2.    the counterparty must be rated AA-/A-1+ if the transaction matures
in more than 30 days but less than 183 days, and
3.    the securities are marked to market daily by the counterparty.

FOURTH:  The definition of "Moody's Eligible Assets" contained in
Section 17 of Part I of the Corporation'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 is hereby amended by adding the following at the end of
 the definition:
 Where the Corporation sells an asset and agrees to repurchase such asset
 in the future, the Discounted Value of such asset will constitute a Moody's
 Eligible Asset and the amount the Corporation is required to pay upon
repurchase of such asset will count as a liability for the purposes of the
 Preferred Shares Basic Maintenance Amount. Where the Corporation purchases
an asset and agrees to sell it to a third party in the future, cash
receivable by the Corporation thereby will constitute a Moody's Eligible
Asset if the long-term debt of such other party is rated at least A2 by
 Moody's and such agreement has a term of 30 days or less; otherwise the
Discounted Value of such purchased asset will constitute a Moody's Eligible
 Asset. For the purposes of calculation of Moody's Eligible Assets,
portfolio securities which have been called for redemption by the issuer
thereof shall be valued at the lower of Market Value or the call price of
such portfolio securities.
For purposes of valuation of Moody's Eligible Assets: (A) if the Corporation
writes a call option, the underlying asset will be valued as follows:
 (1) if the option is exchange-traded and may be offset readily or if the
option expires before the earliest possible redemption of the Series, at
the lower of the Discounted Value of the underlying security of the option
 and the exercise price of the option or (2) otherwise, it has no value;
 (B) if the Corporation writes a put option, the underlying asset will be
valued as follows: the lesser of (1) exercise price and (2) the Discounted
 Value of the underlying security; and (C) call or put option contracts
which the Corporation buys have no value. For so long as the Series is
rated by Moody's: (A) the Corporation will not enter into an option
transaction with respect to portfolio securities unless, after giving effect
 thereto, the Corporation would continue to have Eligible Assets with an
aggregate Discounted Value equal to or greater than the Preferred Shares
Basic Maintenance Amount; (B) the Corporation will not enter into an
 option transaction with respect to portfolio securities unless after
giving effect to such transaction the Corporation would continue to be
in compliance with the provisions relating to the Preferred Shares Basic
 Maintenance Amount; (C) for purposes of the Preferred Shares Basic
Maintenance Amount assets in margin accounts are not Eligible Assets;
 and (D) where delivery may be made to the Corporation with any of a
class of securities, the Corporation will assume for purposes of the
 Preferred Shares Basic Maintenance Amount that it takes delivery of
 that security which yields it the least value.
FIFTH:  Section 17 of Part I of the Corporation'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 is hereby amended by adding the following
 immediately after the definition of "Moody's Eligible Assets":
"Moody's Hedging Transactions" means purchases or sales of exchange-traded
financial futures contracts based on any index approved by Moody's or
Treasury Bonds, and purchases, writings or sales of exchange-traded put
options on such financial futures contracts, any index approved by
Moody's or Treasury Bonds, and purchases, writings or sales of
exchange-traded call options on such financial futures contracts, any
index approved by Moody's or Treasury Bonds, subject to the following
limitations:
(i)  the Corporation will not engage in any Moody's Hedging Transaction
based on any index approved by Moody's (other than Closing Transactions)
 that would cause the Corporation at the time of such transaction to own
 or have sold:
(A)  Outstanding financial futures contracts based on such index exceeding
 in number 10% of the average number of daily traded financial futures
contracts based on such index in the 30 days preceding the time of
 effecting such transaction as reported by The Wall Street Journal; or
(B)  Outstanding financial futures contracts based on any index approved
 by Moody's having a Market Value exceeding 50% of the Market Value of
all portfolio securities of the Corporation constituting Moody's Eligible
 Assets owned by the Corporation;
(ii)  The Corporation will not engage in any Moody's Hedging Transaction
 based on Treasury Bonds (other than Closing Transactions) that would
cause the Corporation at the time of such transaction to own or have sold:
(A)  Outstanding financial futures contracts based on Treasury Bonds with
 such contracts having an aggregate Market value exceeding 20% of the
 aggregate Market Value of Moody's Eligible Assets owned by the Corporation
 and rated Aa by Moody's (or, if not rated by Moody's but rated by S&P,
 rated AAA by S&P); or
(B)  Outstanding financial futures contracts based on Treasury Bonds with
such contracts having an aggregate Market Value exceeding 50% of the
aggregate Market Value of all portfolio securities of the Corporation
 constituting Moody's Eligible Assets owned by the Corporation (other
than Moody's Eligible Assets already subject to a Moody's Hedging
Transaction) and rated Baa or A by Moody's (or, if not rated by Moody's
but rated by S&P, rated A or AA by S&P);
(iii)  The Corporation will engage in Closing Transactions to close out
any outstanding financial futures contract based on any index approved
by Moody's if the amount of open interest in such index as reported by
The Wall Street Journal is less than an amount to be mutually determined
by Moody's and the Corporation;
(iv)  The Corporation will engage in a Closing Transaction to close out
any outstanding financial futures contract by no later than the fifth
 Business Day of the month in which such contract expires and will engage
 in a Closing Transaction to close out any outstanding option on a
financial futures contract by no later than the first Business Day of
the month in which such option expires;
(v)  The Corporation will engage in Moody's Hedging Transactions only
 with respect to financial futures contracts or options thereon having
 the next settlement date or the settlement date immediately thereafter;
and
(vi)  The Corporation will not enter into an option or futures transaction
 unless, after giving effect thereto, the Corporation would continue to
 have Moody's Eligible Assets with an aggregate Discounted Value equal to
or greater than the Preferred Shares Basic Maintenance Amount.
(vii)  Swaps (including Total Return Swaps, Interest Rate Swaps, Currency
 Swaps and Credit Default Swaps): Total return and Interest Rate Swaps are
subject to the following provisions:
(A) Only the cumulative unsettled profit and loss from a Total Return Swap
transaction will be calculated when determining the Preferred Shares Basic
 Maintenance Amount. If the Corporation has an outstanding gain from a swap
 transaction on a Valuation Date, the gain will be included as a Moody's
 Eligible Asset subject to the Moody's Discount Factor on the counterparty
 to the swap transaction. If the Corporation has an outstanding liability
from a swap transaction on a Valuation Date, the Corporation will subtract
 the outstanding liability from the total Moody's Eligible Assets in
calculating the Preferred Shares Basic Maintenance Amount.
In addition, for swaps other than Total Return Swaps, the Market Value of
 the position (positive or negative) will be included as a Moody's
 Eligible Asset. The aggregate notional value of all swaps will not exceed
the Liquidation Preference of the Outstanding AMPS. At the time a swap is
executed, the Corporation will only enter into swap transactions where the
counterparty has at least a Fitch rating of A- or Moody's long-term
rating of A3.
(B)  (1) The underlying securities subject to a Credit Default Swap sold
by the Corporation will be subject to the applicable Moody's Discount
Factor for each security subject to the swap;
(2) If the Corporation purchases a Credit Default Swap and holds the
underlying security, the Market Value of the Credit Default Swap and the
underlying security will be included as a Moody's Eligible Asset subject
to the Moody's Discount Factor assessed based on the counterparty risk
and the duration of the swap agreement; and
(3) The Corporation will not include a Credit Default Swap as a Moody's
Eligible Asset purchased by the Corporation without the Corporation
holding the underlying security or when the Corporation buys a Credit
Default Swap for a basket of securities without holding all the
securities in the basket.
If not otherwise provided for above, derivative instruments shall be
treated as follows: Any derivative instruments will be valued pursuant
 to the Corporation's valuation procedures on a Valuation Date. The
amount of the net payment obligation and the cost of a closing
transaction, as appropriate, on any derivative instrument on a Valuation
 Date will be counted as a liability for purposes of determining the
Preferred Shares Basic Maintenance Amount (e.g., a written call option
 that is in the money for the holder). Any derivative instrument with
respect to which the Corporation is owed payment on the Valuation Date
that is not based upon an individual security or securities that are
Moody's Eligible Assets will have a mutually agreed upon valuation by
 Moody's and the Corporation for purposes of determining Moody's Eligible
 Assets. Any derivative instrument with respect to which the Corporation is
 owed payment on the valuation date that is based upon an individual security
 or securities that are Moody's Eligible Assets (e.g., a purchased call
 option on a bond that is in the money) will be valued as follows for
purposes of determining Moody's Eligible Assets: (A) For such derivative
instruments that are exchange traded, the value of the in-the-money amount
of the payment obligation to the Corporation will be reduced by applying
the Moody's Discount Factor (as it would apply to the underlying security
or securities) and then added to Moody's Eligible Assets; and (B) for such
 derivative instruments that are not exchange traded, the value of the
in-the-money amount of the payment obligation to the Corporation will be
(1) reduced as described in (A) and (B) further reduced by applying to the
 remaining amount the Moody's Discount Factor determined by reference to
the credit rating of the derivative counterparty with the remaining amount
 after these reductions then added to Moody's Eligible Assets.
For purposes of determining whether the Corporation has Moody's Eligible
 Assets with an aggregate Discounted Value that equals or exceeds the
 Preferred Shares Basic Maintenance Amount Test, the Discounted Value of
all Forward Commitments to which the Corporation is a party and of all
securities deliverable to the Corporation pursuant to such Forward
Commitments shall be zero.
SIXTH: 	The amendments set forth in these Articles of Amendment were
duly approved by the Board of Directors in accordance with Part I,
Sections 6(k) and 16 of the Articles Supplementary and the Maryland
 General Corporation Law.  No stock entitled to be voted on the matter
was outstanding or subscribed for at the time of the approval of the
amendments set forth in these Articles of Amendment.
SEVENTH:  The amendments contemplated by these Articles of Amendment
do not increase the authorized stock of the Corporation or the
aggregate par value thereof.

[Remainder of page left blank]

IN WITNESS WHEREOF, COHEN & STEERS REIT AND PREFERRED INCOME FUND,
 INC. has caused these Articles of Amendment to be signed in its
 name and on its behalf by its President and Chief Executive Officer
and witnessed by its Secretary as of this 16th day of June, 2008.
WITNESS:
By: /s/ Francis C. Poli
Name: Francis C. Poli
Title: Secretary

COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.


By: /s/ Adam M. Derechin
Name: Adam M. Derechin
Title: President and Chief Executive Officer

THE UNDERSIGNED, President of the COHEN & STEERS REIT AND PREFERRED INCOME
 FUND, INC., who executed on behalf of the Corporation the foregoing
Articles of Amendment hereby acknowledges the foregoing Articles of
 Amendment to be the corporate act of the Corporation and hereby certifies
 to the best of his knowledge, information, and belief that the matters
 and facts set forth herein with respect to the authorization and
approval thereof are true in all material respects under the
 penalties of perjury.

By: /s/ Adam M. Derechin
Name: Adam M. Derechin
Title: President and Chief Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>8
<FILENAME>rnp77q1a.txt
<DESCRIPTION>OTHER
<TEXT>
EXHIBIT 77Q1 (a): Certain amendments to the Registrant's articles of
incorporation are attached and filed herein.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
