FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * COHEN MARTIN   2. Issuer Name and Ticker or Trading Symbol COHEN & STEERS INC [CNS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-Chairman and C-CEO (Last) (First) (Middle) C/O COHEN & STEERS, INC., 280 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 01/26/2007 (Street) NEW YORK, NY 10017 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 01/26/2007   A   47,324 (1) A $ 0 10,459,996 (2) D   Common Stock, par value $0.01 per share 01/26/2007(3)   P(3)   0 (3) A $ 0 (3) 1,340,701 (4) I See footnote (4)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COHEN MARTIN C/O COHEN & STEERS, INC. 280 PARK AVENUE NEW YORK, NY 10017	X	X	Co-Chairman and C-CEO

Signatures

Lawrence B. Stoller, Attorney-in-Fact for Martin Cohen		01/30/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 8,321 restricted stock units (RSUs) that vest ratably over five years. Also includes 27,043 RSUs mandatorily deferred by the Company from Mr. Cohen's annual discretionary bonus, plus 6,760 RSUs granted to Mr. Cohen as a Company match on his mandatory bonus deferral. These RSUs will generally vest ratably over four years. Also includes 4,160 RSUs voluntarily deferred by Mr. Cohen from his annual discretionary bonus, plus 1,040 RSUs granted to Mr. Cohen as a Company match on his voluntary bonus deferral. These RSUs will generally be delivered on the third anniversary of grant.
(2)	Includes 1,373 total RSUs acquired pursuant to a dividend reinvestment feature under the Company's 2004 Stock Incentive Plan. Does not include 1,340,701 shares held in trust for the benefit of Mr. Cohen's family. Mr. Cohen's spouse is the trustee of the trust. Mr. Cohen disclaims beneficial ownership of these securities for the purposes of Section 16 or for any other purposes.
(3)	Disregard entries in the second row for columns 2, 2A, 3 and 4, which entries were provided solely to allow transmission of second row information in columns 1,5,6 and 7.
(4)	These shares are held by the Martin Cohen 1998 Family Trust for the benefit of Mr. Cohen's family. Mr. Cohen's spouse is the trustee of the trust. Mr. Cohen disclaims beneficial ownership of these securities for the purposes of Section 16 or for any other purpose.

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