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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 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



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