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<SEC-DOCUMENT>0000950117-01-500497.txt : 20010604
<SEC-HEADER>0000950117-01-500497.hdr.sgml : 20010604
ACCESSION NUMBER:		0000950117-01-500497
CONFORMED SUBMISSION TYPE:	N-14MEF
PUBLIC DOCUMENT COUNT:		5
<REFERENCE-462B>333-56510
FILED AS OF DATE:		20010531
EFFECTIVENESS DATE:		20010531

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COHEN & STEERS TOTAL RETURN REALTY FUND INC
		CENTRAL INDEX KEY:			0000891290
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-14MEF
		SEC ACT:		
		SEC FILE NUMBER:	333-62060
		FILM NUMBER:		1652262

	BUSINESS ADDRESS:	
		STREET 1:		C/O MERRILL LYNCH ASSET MANAGEMENT
		STREET 2:		800 SCUDDERS MILL RD
		CITY:			PLAINSBORO
		STATE:			NJ
		ZIP:			08536
		BUSINESS PHONE:		6092822116

	MAIL ADDRESS:	
		STREET 1:		C/O MERRILL LYNCH ASSET MANAGEMENT
		STREET 2:		800 SCUDDERS MILL RD
		CITY:			PLAINSBORO
		STATE:			NJ
		ZIP:			08536

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COHEN & STEERS OPPORTUNITY TRUST INC
		DATE OF NAME CHANGE:	19930714
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-14MEF
<SEQUENCE>1
<FILENAME>a29835.txt
<DESCRIPTION>COHEN & STEERS TOTAL RETURN REALTY FUND, INC.
<TEXT>


<PAGE>

    As filed with the Securities and Exchange Commission on May 31, 2001.

                                                      REGISTRATION NO. 333-
                                       INVESTMENT COMPANY ACT FILE NO. 811-07154


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM N-14

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933       [X]

                           PRE-EFFECTIVE AMENDMENT N0.         [ ]

                         POST-EFFECTIVE AMENDMENT NO. _        [ ]
                                    AND/OR
                       REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940        [ ]

                        (CHECK APPROPRIATE BOX OR BOXES)

                               ------------------

                           COHEN & STEERS TOTAL RETURN
                               REALTY FUND, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                               ------------------

                                 (212) 832-3232
                        (AREA CODE AND TELEPHONE NUMBER)

                                757 THIRD AVENUE
                               NEW YORK, NY 10017
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                               ------------------

                                ROBERT H. STEERS
                 COHEN & STEERS TOTAL RETURN REALTY FUND, INC.
                                757 THIRD AVENUE
                               NEW YORK, NY 10017
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                               ------------------

                                   COPIES TO:

   LAWRENCE B. STOLLER, ESQ.                        SARAH E. COGAN, ESQ.
        COHEN & STEERS                           SIMPSON THACHER & BARTLETT
    CAPITAL MANAGEMENT, INC.                        425 LEXINGTON AVENUE
       757 THIRD AVENUE                            NEW YORK, NY 10017-3954
      NEW YORK, NY 10017

                               ------------------

         Approximate Date of Proposed Public Offering: As soon as practicable
after the effective date of this Registration Statement.

[X]      This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended
("Securities Act") and the Securities Act registration statement for the same
offering is No. 333-56510.

         If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act,
other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]






<PAGE>


        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
                                                      PROPOSED
                                                      MAXIMUM            PROPOSED MAXIMUM
   TITLE OF SECURITIES             AMOUNT BEING    OFFERING PRICE           AGGREGATE             AMOUNT OF
   BEING REGISTERED(1)             REGISTERED(1)    PER SHARE(1)        OFFERING PRICE(1)     REGISTRATION FEE
   --------------------            -------------    -------------       -----------------     ----------------
<S>                                <C>                 <C>             <C>                    <C>
Common Shares, $.001 par value.      150,000           $13.41              $2,011,500                $503
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.






<PAGE>

NOTE:  This Registration Statement is being filed by the Registrant pursuant to
       Rule 462(b) promulgated under the Securities Act of 1933, as amended. The
       Registrant hereby incorporates by reference into this Registration
       Statement the contents of the Registrant's Registration Statement on Form
       N-14 and all amendments thereto (File No. 333-56510) declared effective
       on April 10, 2001 by the Securities and Exchange Commission (the
       "Commission") including each of the documents filed by the Registrant
       with the Commission therein.







<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York on the 31st day of May, 2001.


                                   COHEN & STEERS TOTAL RETURN REALTY FUND,
                                   INC.
                                   Registrant

                                   By:         /s/ ROBERT H. STEERS
                                      ......................................
                                                  ROBERT H. STEERS
                                                CHAIRMAN & SECRETARY


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

   SIGNATURE                                  TITLE                                 DATE
   ---------                                  -----                                 -----
<S>                              <C>                                                 <C>
  /s/ MARTIN COHEN*               President, Treasurer and Director             May 31, 2001
 .............................
   (MARTIN COHEN)

/s/ ROBERT H. STEERS*             Director, Chairman and Secretary              May 31, 2001
 .............................
 (ROBERT  H. STEERS)

/s/ GREGORY C. CLARK*                           Director                        May 31, 2001
 .............................
  (GREGORY C.CLARK)

/s/ GEORGE GROSSMAN*                            Director                        May 31, 2001
 .............................
   (GEORGE GROSSMAN)

/s/ WILLARD H. SMITH JR.*                       Director                        May 31, 2001
 .............................
 (WILLARD H. SMITH JR.)

*By: Power-of-Attorney

/s/ LAWRENCE B. STOLLER                    Attorney-in-Fact                     May 31, 2001
 .............................
 (LAWRENCE B.STOLLER)
</TABLE>







<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBITS          DESCRIPTION
- --------          ----------

<S>               <C>
   (5)(a)          Opinion of Simpson Thacher & Bartlett.
      (b)          Opinion of Venable, Baetjer and Howard, LLP.
  (12)             Tax Opinion of Simpson Thacher & Bartlett.
  (14)             Consent of PricewaterhouseCoopers

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99-5a.txt
<DESCRIPTION>EXHIBIT 99-5(A)
<TEXT>


<PAGE>



                          [Simpson Thacher & Bartlett]

                                                         May 31, 2001


Cohen & Steers Total Return Realty Fund, Inc.
757 Third Avenue
New York, New York 10017

Ladies and Gentlemen:

         We have acted as counsel to Cohen & Steers Total Return Realty Fund,
Inc., a closed-end management investment company organized as a Maryland
corporation (the "Company"), in connection with an Agreement and Plan of
Reorganization (the "Agreement"), dated as of March 30, 2001, between the
Company and Cohen & Steers Realty Income Fund, Inc. ("Realty Income Fund"),
a closed-end management investment company organized as a Maryland corporation,
pursuant to which the Company will acquire all of the assets and liabilities of
Realty Income Fund in exchange for shares of common stock, $.001 par value, of
the Company and cash in lieu of any fractional Shares, which will then be
distributed to the holders of common stock, $.01 par value, of Realty
Income Fund.

         We have examined (i) the Registration Statement on Form N-14 (File
No. 333-56510) filed by the Company under the Securities Act of 1933, as amended
(the "Act") and the Investment Company Act of 1940, as it became effective under
the Act (the "Registration Statement") (ii) the Registration Statement on Form
N-14 filed by the Company pursuant to Rule 462(b) under the rules and
regulations of the Securities and Exchange Commission on Form N-14 (the "Rule
462(b) Registration Statement" and together with the Registration Statement,
the "Registration Statements") under the Act, (which, pursuant to Rule
462 thereof, incorporates by reference the Registration Statement)
relating to 150,000 shares of common stock, $.001 par value, of the Company,
(the "Shares") with respect to the Agreement. We also have examined the
originals, or duplicates or certified or conformed copies, of such records,
agreements, instruments and other documents and have made such other and
further investigations as we have deemed relevant and necessary in connection
with the opinions expressed herein. As to questions of fact material to this
opinion, we have relied upon certificates of public officials and of officers
and representatives of the Company.




<PAGE>

Exhibit 5 Opinion
Counsel to the Issuer
Common or Preferred Stock--Primary Offering
Page 2



         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as duplicates or certified or conformed copies, and
the authenticity of the originals of such latter documents.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that when the Shares have been
issued pursuant to the Agreement and the Articles of Transfer and in the manner
described in the Registration Statements, the Shares will be validly issued
shares, fully paid and nonassessable, under the laws of the State of Maryland.

         Insofar as the opinion expressed herein relates to or is dependent upon
matters governed by the laws of the State of Maryland, we have relied upon the
opinion of Venable, Baetjer and Howard, LLP, dated the date hereof.

         We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the State of
New York and, to the extent set forth herein, the law of the State of Maryland.

         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statements and to the use of our name under the caption
"Legal Matters" in the Prospectus included in the Registration Statement.


                                                 Very truly yours,



                                                 SIMPSON THACHER & BARTLETT
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex99-5b.txt
<DESCRIPTION>EXHIBIT 99-5(B)
<TEXT>


<PAGE>


                                           May 31, 2001


Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3909

                  Re:      Cohen & Steers Total Return Realty Fund, Inc.
                           ---------------------------------------------

Ladies and Gentlemen:

         We have acted as special Maryland counsel to Cohen & Steers Total
Return Realty Fund, Inc., a Maryland corporation ("RFI"), in connection with an
Agreement and Plan of Reorganization (the "Agreement"), dated as of March 30,
2001, between RFI and Cohen & Steers Realty Income Fund, Inc. ("RIF"), a
Maryland corporation, pursuant to which RFI will acquire all of the assets and
liabilities of RIF in exchange for shares of common stock, $.001 par value, of
RFI (the "Shares"), and cash in lieu of any fractional RFI shares, which will
then be distributed to the holders of RIF common stock, $.01 par value.

         We have examined: (i) the Registration Statement on Form N-14, File No.
333-56510 and 811-07154, filed by RFI under the Securities Act of 1933, as
amended (the "Act") and the Investment Company Act of 1940, as amended, as it
became effective under the Act (the "Registration Statement"), and the
Registration Statement on Form N-14 filed by RFI pursuant to Rule 462(b) under
the rules and regulations of the Securities and Exchange Commission under the
Act (the "Rule 462(b) Registration Statement" and together with Registration
Statement, the "Registration Statements"), (ii) RFI's Charter and Bylaws and
(iii) the Agreement. We have also examined and relied on a certificate of the
Maryland State Department of Assessments and Taxation ("SDAT") to the effect
that RFI is duly incorporated and existing under the laws of the State of
Maryland and is in good standing and duly authorized to transact business in the
State of Maryland. We have also reviewed Articles of Transfer between RFI and
RIF as accepted for record by SDAT and effective as of 4:00 p.m. on the date
hereof (the "Articles of Transfer").





<PAGE>



Simpson Thacher & Bartlett
May 31, 2001

Page 2


         We have also examined and relied on such other corporate records of
RFI, including a certificate of an appropriate officer of RFI with respect to
RFI Board and stockholder actions with respect to the Reorganization and certain
other matters, and such other documents as we have deemed necessary to render
the opinion expressed herein. We have assumed, without independent verification,
the genuineness of all signatures on documents that we have reviewed, the
authenticity of all documents submitted to us as originals, and the conformity
with originals of all documents submitted to us as copies.

         We have also assumed that the terms of the Agreement are fair and
reasonable to RFI.

         Based on the foregoing and subject to the qualifications set forth
below, we are of the opinion that:

         1. RFI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Maryland.

         2. The Shares have been duly authorized and, when the Shares have been
issued pursuant to the Agreement and the Articles of Transfer and in the manner
described in the Registration Statements, the Shares will be validly issued,
fully paid and nonassessable under the laws of the State of Maryland.

         This letter expresses our opinion with respect to the Maryland General
Corporation Law governing such matters as due organization and the authorization
and issuance of stock. It does not extend to the securities or "Blue Sky" laws
of Maryland, to federal securities laws, or to other laws.





<PAGE>



Simpson Thacher & Bartlett
May 31, 2001

Page 3


         You may rely on this opinion in rendering your opinion to RFI that is
to be filed as an exhibit to the Registration Statements. We consent to the
filing of this opinion as an exhibit to the Registration Statements and to
the reference to us in the Prospectus under the caption "Legal Matters." We do
not thereby admit that we are "experts" within the meaning of the Securities
Act of 1933 and the regulations thereunder. This opinion may not be relied on
by any other person or for any other purpose without our prior written consent.

                                           Very truly yours,



                                           Venabler, Baetjer and Howard, LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex99-12.txt
<DESCRIPTION>EX99-12
<TEXT>


<PAGE>



                                  May 31, 2001


Cohen and Steers Realty Income Fund, Inc.
757 Third Avenue
New York, NY 10017

Cohen and Steers Total Return Realty Fund, Inc.
757 Third Avenue
New York, NY 10017




                Re:   Agreement and Plan of Reorganization dated as of March 30,
                      2001 by Cohen and Steers Realty Income Fund, Inc. and
                      Cohen and Steers Total Return Realty Fund, Inc.


Ladies and Gentlemen:


                  We have acted as legal counsel for Cohen and Steers Realty
Income Fund, Inc. (the "Transferor"), a Maryland corporation, and Cohen and
Steers Total Return Realty Fund, Inc. (the "Acquiror"), a Maryland corporation,
in connection with the proposed transfer of the assets and liabilities of the
Transferor to the Acquiror pursuant to the Agreement and Plan of Reorganization
by the Transferor and the Acquiror, dated as of March 30, 2001 (the "Plan").
Except as otherwise provided, any capitalized term not defined herein shall have
the meaning given to such term in the Plan.

                  In that connection, you have requested our opinion regarding
the material United States federal income tax consequences of the
Reorganization. In providing our opinion, we have examined the Plan, the
Registration Statement on Form N-14 filed by the Acquiror under the Securities
Act of 1933, as amended (the "Act") as it became effective under the Act
(the "Registration Statement"), the Registration Statement on Form N-14 filed
pursuant to Rule 462(b) under the rules and regulations of the Securities and
Exchange Commission under the Act (the "Rule 462(b) Registration Statement" and
together with the Registration Statement, the "Registration Statements") the
Representation Letters (as hereinafter defined), and such other documents and
corporate records as we have deemed necessary or appropriate for purposes of
our opinion. In our examination of such documents and in our reliance upon them
in issuing this opinion, we have assumed, with






<PAGE>

                                                                               2

your consent, that all the documents submitted to us as photocopies or by
telecopy faithfully reproduce the originals thereof; that the originals are
authentic; that all such documents submitted to us have been or will be duly
executed and validly signed (or filed, where applicable) to the extent required
in substantially the same form as they have been provided to us; and that each
executed document will constitute the legal, valid, binding, and enforceable
agreement of the signatory parties.

                  In rendering our opinion, we have also assumed that (i) the
Reorganization will be consummated in accordance with the provisions set forth
in the Plan, (ii) the statements concerning the Reorganization set forth in the
Plan and the Registration Statements are and will remain true, correct and
complete, (iii) the factual representations made to us by the Acquiror and the
Transferor in their respective letters to us each dated the date hereof, and
delivered to us for purposes of this opinion are and will remain true, correct
and complete (such letters, collectively, the "Representation Letters"), and
(iv) all obligations imposed on, or covenants agreed to by, the parties pursuant
to any of the documents have been or will be performed or satisfied in
accordance with their terms in all material respects.

                  Based upon the foregoing, in our opinion, for United States
federal income tax purposes:

                  (i) the Reorganization will constitute a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), with respect to the Acquiror and the Transferor;

                  (ii) no gain or loss will be recognized by the Transferor or
the Acquiror upon the transfer of all the assets and liabilities, if any, of the
Transferor to the Acquiror in exchange for shares of the Acquiror or upon the
distribution of the shares of the Acquiror to the holders of the shares of the
Transferor in exchange for all of their shares of the Transferor;

                  (iii) no gain or loss will be recognized by the shareholders
of the Transferor upon the exchange of shares of the Transferor for shares of
the Acquiror pursuant to the Reorganization;

                  (iv) the tax basis of the shares of the Acquiror received by a
holder of shares of the Transferor pursuant to the Reorganization (including any
fractional shares of the Acquiror with respect to which such Transferor
shareholder receives cash) will be the same as the tax basis of the Transferor
shares held by such holder immediately prior to the Reorganization;

                  (v) the tax basis of the assets acquired by the Acquiror from
the Transferor will be the same as the tax basis of those assets in the hands of
the Transferor immediately prior to the Reorganization;

                   (vi) the holding period of the shares of the Acquiror
received by a holder of the shares of the Transferor pursuant to the
Reorganization (including any fractional shares of the Acquiror with respect to
which such Transferor shareholder receives cash) will be determined by including
the period for which such holder held the shares of the Transferor exchanged
therefor (provided the shares of the Transferor were held as a capital asset on
the date of the Reorganization);






<PAGE>
                                                                               3


                   (vii) the holding period of the assets acquired by the
Acquiror from the Transferor will be determined by including the period such
assets were held by the Transferor; and

                  (viii) the payment of cash to the shareholders of the
Transferor in lieu of fractional shares of the Acquiror will be treated as
though such fractional shares were distributed as part of the Reorganization and
redeemed by the Acquiror with the result that the Transferor shareholder will
generally have capital gain or loss to the extent the cash distribution differs
from such Transferor shareholder's basis allocable to the fractional Acquiror
shares.

                  The payment by the Acquiror and the Transferor of expenses
which are directly related to the Reorganization (referred to in Section 9 of
the Plan) will not affect the opinions set forth above regarding the United
States federal income tax consequences of the Reorganization. However, no
opinion is expressed as to any other United States federal income tax
consequences to any of the parties of the payment of such expenses.

                  The opinions expressed herein are based upon existing
statutory, regulatory and judicial authority, any of which may be changed at any
time with retroactive effect. Nevertheless, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
United States federal income tax laws. Our opinions are not binding upon the
Internal Revenue Service or the courts, and there is no assurance that the
Internal Revenue Service will not successfully assert a contrary position. In
addition, our opinions are based solely on the documents that we have examined,
the additional information that we have obtained, and the assumptions referred
to above, all of which we have assumed (without independent verification) are
and will be true, correct and complete as of the Effective Time of the
Reorganization. Our opinions may be adversely affected and cannot be relied upon
if any facts pertinent to the United States federal income tax treatment of the
Reorganization stated in such documents or in such additional information is, or
later becomes, inaccurate. Finally, our opinions are limited to the tax matters
specifically covered hereby, and we have not been asked to address, nor have we
addressed, any other tax consequences of the Reorganization or any other
transactions.

                  This opinion is given for the purpose of satisfying mutual
closing conditions set forth in Sections 6(e) and 7(e) of the Plan and is
intended solely for the benefit of the Transferor and the Acquiror; it may not
be relied upon for any other purpose or by any other person or entity (other
than shareholders of the Transferor who are receiving shares of the Acquiror
pursuant to the terms of the Plan), and may not be made available to any other
person or entity without our prior written consent.

                  We consent to the filing of this opinion as Exhibit 5 to the
Rule 462(b) Registration Statement and to the reference to our firm name in the
sections of the Combined Prospectus/Proxy Statement contained or incorporated by
reference in the Registration Statements under the headings "Synopsis- Federal
Income Tax Consequences of the Reorganization" and "The Reorganization- Federal
Income Tax Consequences." In giving such consent, we do not admit that we are an
"expert" within the meaning of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

                                         Sincerely,



                                         Simpson Thacher & Bartlett


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>ex99-14.txt
<DESCRIPTION>EXHIBIT 99-14
<TEXT>


<PAGE>



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form N-14 of our reports dated February 7, 2001, relating to the
financial statements and financial highlights of Cohen & Steers Realty Income
Fund, Inc. and Cohen & Steers Total Return Realty Fund, Inc., which appear in
the December 31, 2000 Annual Reports to Shareholders, which are also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the headings "Financial Highlights," "Experts" and
"Financial Statements" in the Registration Statement on Form N-14 (File No.
333-56510) of the Cohen & Steers Total Return Realty Fund, Inc., which is also
incorporated by reference in this Registration Statement.



PricewaterhouseCoopers LLP
New York, New York
May 31, 2001
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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