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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.

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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



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