PROSPECTUS

                               Shares

Cohen & Steers, Inc.
Common Stock

            This is Cohen & Steers, Inc.'s initial public offering. Cohen & Steers, Inc. is selling         shares and the selling stockholders are selling         shares.

            We expect the public offering price to be between $               and $               per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the New York Stock Exchange under the symbol ''CNS.''

            Investing in the common stock involves risks that are described in the ''Risk Factors'' section beginning on page 13 of this prospectus.

            The underwriters may also purchase up to                additional shares from us and up to                 additional shares from the selling stockholders at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover overallotments.

            Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

            The shares will be ready for delivery on or about              , 2004.

The date of this prospectus is              , 2004.

TABLE OF CONTENTS

      You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operation and prospects may have changed since that date.

      In this prospectus, references to the ''Company,'' ''Cohen & Steers,'' ''we,'' ''us'' or ''our'' refer to (1) Cohen & Steers Capital Management, Inc., a New York corporation, and its subsidiaries and (2) Cohen & Steers, Inc., a Delaware corporation, and its subsidiaries after the consummation of the reorganization for the purpose of redomestication and reorganization into a holding company structure as described under ''Reorganization and S Corporation Status.'' Unless the context otherwise requires, references to (1) ''Cohen & Steers, Inc.'' refer solely to Cohen & Steers, Inc., a Delaware corporation, and not to any of its subsidiaries and (2) ''Cohen & Steers Capital Management, Inc.'' refer solely to Cohen & Steers Capital Management, Inc., a New York corporation, and not to any of its subsidiaries. Completion of the reorganization is a condition to the consummation of this offering.

      The information in this prospectus relating to our assets under management at March 25, 2004, includes $787.6 million held in Cohen & Steers Select Utility Fund following the initial closing of that fund on March 30, 2004. The pricing date for the offering of this closed-end mutual fund was March 25, 2004.

      All share amounts and per share data contained in this prospectus will be adjusted to reflect a     for one stock split that we intend to effect prior to the consummation of this offering.

      Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of the overallotment option to purchase up to         additional shares from us and up to              additional shares from the selling stockholders and that the shares to be sold in this offering are sold at $        per share, which is the midpoint of the range indicated on the front cover of this prospectus.

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SUMMARY

      This summary highlights information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the section entitled ''Risk Factors'' and our consolidated financial statements and the notes to those statements before you decide to invest in our common stock.

Cohen & Steers

      We are the nation's largest manager of real estate mutual funds and a leading U.S. manager of income oriented equity securities portfolios. The foundation of our company is our investment department, which is organized and managed with the objective of creating value for our clients through active management. We believe excess returns can be generated through internal, fundamental research and analysis, and portfolio management. Our dedication to research and active portfolio management has enabled us to provide attractive returns for our institutional clients and mutual fund shareholders for over 18 years. We have also developed an effective distribution network that has contributed, along with our investment performance, to the rapid growth in our assets under management.

      We have enjoyed a compound annual rate of growth of assets under management of approximately 39%, to $15.4 billion at March 25, 2004 from $3.8 billion at December 31, 1999. In addition, as of March 25, 2004, we provided portfolio consulting services for more than $1.2 billion in assets, which are not included in our assets under management. As a complement to our asset management business, and to capitalize on our extensive expertise in public real estate securities and companies, we also provide investment banking services to small and middle market companies in real estate and real estate intensive businesses.

      We operate in two distinct business segments: asset management and investment banking. For the year ended December 31, 2003, asset management accounted for 84% of our revenue.

Asset Management

      As of March 25, 2004, we managed $4.4 billion in four open-end mutual funds, $7.6 billion in seven closed-end investment companies (''closed-end mutual funds'') and $3.3 billion in 39 separate account portfolios for institutional investors, including some of the world's largest pension and endowment funds. We also serve as portfolio consultant for non-proprietary unit investment trusts. While we have maintained our position as the nation's largest manager of real estate mutual funds, we have also diversified our asset management capabilities. Our investment vehicles and strategies currently focus on the following areas:

      We were founded as an investment advisor by our co-chief executive officers, Martin Cohen and Robert H. Steers (our ''principals''), in 1986. Throughout our history we have been innovators in developing income oriented equity portfolios and investment vehicles. Our principals, while employed at another firm, organized and managed the first open-end real estate mutual fund in 1985. We launched the first closed-end real estate mutual fund in 1988 and the first leveraged, closed-end real estate mutual fund in 2001. As of March 25, 2004, we managed five of the ten largest open-end and closed-end real estate mutual funds. We were the first firm to segment REIT investing into separate, distinct strategies such as total return, equity income and capital appreciation, and in 1996 we began managing REIT preferred stock portfolios. We are a leader in combining complementary asset classes within a single investment vehicle, such as REITs with corporate preferred securities or REITs with utility common stocks. In addition, we have developed a proprietary index for passive investment strategies. Our proprietary index is now the

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basis for the iShares Cohen & Steers Realty Majors Index Fund, the largest exchange traded real estate index fund. We have also developed a hedging strategy for leveraged, closed-end mutual funds that has become a model for the industry.

Our Assets Under Management

      Our revenue is largely based on the level of our assets under management. The following table sets forth the breakdown of total assets under management by account and security type as of the dates shown, and the compound annual growth rates (CAGR) for assets under management since December 31, 1999.

Assets Under Management

      As of December 31, 2003, approximately 41% of our assets under management was in closed-end mutual funds. For the year ended December 31, 2003, 36% of our investment advisory and administration fees and 26% of our total revenue were from closed-end mutual funds. Unlike open-end mutual funds, closed-end mutual funds are not subject to shareholder redemptions that can result in greater volatility in asset levels. As a result, a large proportion of our assets under management are relatively stable, providing us with similarly stable revenue and profits with respect to that part of our current business. Beginning in 2006, and continuing through 2012, certain investment advisory fee waivers on five of our closed-end mutual funds are scheduled to begin to expire. The expiration of these fee waivers is expected to result in higher revenue, assuming constant asset levels.

Our Investment Process

      Our investment process is based on fundamental portfolio and company research. Our investment committees and portfolio managers formulate strategies that take into account the economy, industry fundamentals and the valuation landscape for each portfolio strategy. A dedicated investment committee oversees the portfolio manager and research team responsible for each of our portfolio strategies. Our investment committees are headed by Martin Cohen, Robert

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H. Steers and Joseph M. Harvey, our president. Our seven portfolio managers have an average of 17 years experience as portfolio managers or analysts.

      Our research analysts, each of whom is a specialist in certain industry sectors, have an average of eight years of research experience. Each analyst must subject the companies that he or she covers to a rigorous fundamental analysis. We also require that our research analysts spend a significant amount of time interacting with and visiting company management, as well as talking to competitors, vendors, analysts and other industry participants. Investment performance is a primary determinant of incentive compensation for our investment professionals.

      We have developed in-house valuation models that are unique to each portfolio strategy and utilize key valuation metrics that have proven, through both back-testing and actual results, to be highly effective in identifying relative value. Our valuation models are utilized daily for portfolio construction and are critical to managing portfolios with the strict discipline to which we adhere.

      We believe that the experience of our investment professionals and the investment process that is used for each of our portfolio strategies are key competitive strengths, and that we are well positioned to continue delivering value-added performance to our institutional clients and mutual fund shareholders.

Our Historical Investment Performance

      Our investment process, combined with the experience of our investment team, has helped us to build a long and established track record of delivering attractive returns for our investors. The performance of our primary REIT portfolio strategies, which comprised 98% of our assets under management over the periods presented, is as follows:

Real Estate Securities Investment Performance
Inception through February 29, 2004

Our Distribution Network

      We have developed an effective distribution network that has contributed, along with our investment performance, to the rapid growth in our assets under management. Our distribution network encompasses the major channels in the asset management business, including large brokerage firms, registered investment advisors (RIAs) and institutional investors. We are a leading sponsor in the market for closed-end mutual funds, and our open-end mutual funds are available for purchase through the major broker-dealers, the significant networks serving financial advisors and the no-load investment community, and certain ''wrap fee'' platforms. We provide advisory and administration services to four open-end and seven closed-end mutual funds under the Cohen & Steers brand name, which collectively have over 375,000 individual investors. Our separate account relationships extend to institutions such as pension and endowment funds and insurance companies, and to high net worth individuals. In addition, we provide sub-advisory services in the variable annuity channel and to several products that are distributed outside of the United States, including Canada and Japan.

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Asset Management Strategy

      As a firm dedicated to creating portfolios of income producing equity securities with growth potential, we have capitalized, and we believe we are well positioned to continue to capitalize, on the increase in demand for these portfolios.

      We believe that investors view income producing equities more favorably today than at any time in the last 25 years. According to the U.S. Census Bureau, the proportion of the U.S. population that is 55 years of age and older is expected to increase from less than 22% in 2003 to nearly 29% by 2020. In addition to this demographic trend, tax incentives should continue to stimulate savings. The projected incremental new flows to 401(k)s and IRA accounts are expected, according to Cerulli Associates, to increase from a combined amount of $8 billion in 2003 to approximately $28 billion in 2007. As the U.S. population ages and retirement savings continue to increase, we believe individuals will reallocate assets in their investment accounts in a manner that reduces volatility and produces higher levels of current income. We believe this change will also be true for many institutional investors, such as pension and endowment funds that are seeking higher yielding, lower volatility investments to meet their investment objectives.

      Additionally, recently enacted federal tax legislation has removed the long held advantage that long-term capital gains have held over corporate dividends, furthering demand for dividend income. For the first time in recent history, both dividend income and long-term capital gains may now be taxed equally at a 15% federal rate. We believe the volatility the stock market has experienced, combined with the low inflation and low interest rate environment that has prevailed for several years, has encouraged investors to seek a higher proportion of long-term total returns from current income. Accordingly, we believe U.S. investors will continue to seek out current income opportunities. We expect mutual funds to be a primary vehicle for this investment. As evidence of this trend, the Investment Company Institute 2003 Mutual Fund Fact Book estimates that the percentage of U.S. households owning mutual funds increased from 27% in 1992 to 50% in 2002.

      Our business strategy includes the following key elements:

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Investment Banking

      As a complement to our asset management business, and to capitalize on our extensive expertise in public real estate securities and companies, in 1999 we established a highly specialized investment banking practice that services small and middle market companies in real estate and real estate intensive businesses, such as the health care and hospitality businesses. We believe that a significant opportunity exists to serve the needs of small and middle market companies that have historically been overlooked by the large investment banking firms. We further believe that the current ongoing consolidation in the financial services sector makes it less productive for our larger competitors to service such clients.

      We have assembled a highly experienced team of investment banking professionals with a long-standing transactional track record in the real estate and health care industries. Since 1999, we have completed 44 transactions representing over $5 billion in value. Our professionals have developed long-standing relationships with many companies and have established a strong presence in our targeted market. As a result, we believe we are well positioned to take advantage of new advisory opportunities.

      Our investment banking strategy focuses on providing a full range of services to a focused universe of companies in select real estate intensive businesses, including the following areas:

      Mergers & Acquisitions—We provide a full range of mergers and acquisitions advisory services involving the purchase or sale of public or private companies or their business units through a combination of broad auctions or highly targeted negotiations. We also facilitate leveraged buyouts and strategic capital infusions, and provide our clients with advice relating to takeover defenses. We have advised clients in 11 mergers and acquisitions transactions representing over $900 million in value.

      Capital Raising—We provide capital raising services as agent in connection with the sale of public and private debt, preferred, equity linked and equity securities. We have completed 16 transactions which raised over $860 million, primarily registered direct placements of equity and preferred securities.

      Restructurings—Considering the capital intensive and cyclical nature of the businesses we serve, we have developed a broad range of corporate restructuring advisory services. These services include advice with respect to debt and lease restructurings, recapitalization transactions, exchange offers and bankruptcy advisory services. We have advised clients in five restructuring assignments encompassing 17 transactions representing over $3.3 billion in value.

Dividend Policy

      We intend to pay cash dividends on a quarterly basis and expect to declare our first quarterly dividend payment at an initial rate of $        per share in the         quarter of 2004. The declaration

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and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition and earnings, legal requirements and other factors as our board of directors deems relevant. See ''Dividend Policy.''

      Our business is presently conducted by Cohen & Steers Capital Management, Inc. and its subsidiaries. Cohen & Steers Capital Management, Inc. was incorporated as a New York corporation in 1986 and is wholly owned by our principals and two trusts benefiting their families. Cohen & Steers, Inc. is a Delaware corporation that was formed on March 17, 2004. Cohen & Steers, Inc. has not engaged in any business or other activities except in connection with its formation and the reorganization whereby Cohen & Steers, Inc. will become the parent holding company of Cohen & Steers Capital Management, Inc. and, together with its direct and indirect subsidiaries (including Cohen & Steers Capital Management, Inc.), continue to conduct the business now conducted by Cohen & Steers Capital Management, Inc. and its subsidiaries. Completion of the reorganization is a condition to the consummation of this offering. See ''Reorganization and S Corporation Status—Reorganization.''

      Our principal executive offices are located at 757 Third Avenue, New York, NY 10017, and our telephone number is (212) 832-3232. Our Web site is located at www.cohenandsteers.com. The information on our Web site is not a part of this prospectus.

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The Offering

      The number of shares of common stock outstanding after the offering excludes             shares reserved for issuance under the 2004 Stock Incentive Plan,             shares reserved for issuance under the 2004 Annual Incentive Plan and             shares reserved for issuance under the 2004 Employee Stock Purchase Plan. We intend to grant certain employees an aggregate of                 restricted stock units pursuant to the 2004 Stock Incentive Plan on the date of the consummation of this offering in connection with the termination of our existing Stock Appreciation Rights Plan.

      All share amounts and per share data contained in this prospectus will be adjusted to reflect a           for one stock split that we intend to effect prior to the consummation of this offering.

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Summary Consolidated Financial and Other Data

      The following tables present summary consolidated financial and other data as of the dates and for the periods indicated. We derived the consolidated statement of financial condition data as of December 31, 2002 and 2003 and the consolidated statement of income data for each of the three years in the period ended December 31, 2003 from our consolidated financial statements audited by Deloitte & Touche LLP which are included elsewhere in this prospectus. We derived the consolidated statement of financial condition data as of December 31, 1999, 2000 and 2001 and the consolidated statement of income data for each of the two years in the period ended December 31, 2000 from our unaudited consolidated financial statements which are not included in this prospectus. The unaudited consolidated financial statements have been prepared on substantially the same basis as the audited consolidated financial statements and include all adjustments that we consider necessary for a fair presentation of our consolidated financial position and results of operations for all periods presented.

      Our wholly owned subsidiary, Cohen & Steers Securities, LLC, commenced operations on July 1, 2002. On the same date, Cohen & Steers Securities, LLC succeeded to the business of Cohen & Steers Securities, Inc. (previously wholly owned by our principals) pursuant to a transaction accounted for as a merger of entities under common control and recorded in a manner similar to a pooling-of-interests. Accordingly, the previously separate historical financial position and results of operations of Cohen & Steers Securities, Inc. are combined with our consolidated financial position and results of operations for all periods presented.

      For all periods presented, we operated as an S corporation and were not subject to U.S. federal and certain state income taxes. Upon completion of this offering, we will become subject to U.S. federal and certain state income taxes applicable to C corporations. See ''Reorganization and S Corporation Status.''

      The historical consolidated results for ''Employee compensation and benefits'' reflect salaries and bonuses paid to our co-chief executive officers during our status as an S corporation that are not indicative of the salaries and bonuses to be expected for any future accounting periods.

      You should read this summary consolidated financial and other data together with the other information contained in this prospectus, including ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' and our consolidated financial statements and the notes to those statements.

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Consolidated Statement of Income Data

Consolidated Statement of Income Data by Segment

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Consolidated Statement of Financial Condition Data

Component Changes in Assets Under Management (AUM)

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Unaudited Consolidated Pro Forma Financial Information

      The unaudited pro forma consolidated statement of income data give effect to:

      The unaudited pro forma consolidated statement of financial condition data give effect to:

      The unaudited pro forma consolidated statement of income and statement of financial condition data are presented for illustrative purposes only and do not purport to represent our consolidated results of operations or financial position that would actually have occurred had the transactions referred to above been consummated on January 1, 2003 for the consolidated statement of income or on December 31, 2003 for the consolidated statement of financial condition, or to project our consolidated results of operations or financial position for any future date or period.

      You should read this unaudited pro forma consolidated financial information together with the other information contained in this prospectus, including ''Reorganization and S Corporation Status,'' ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' and our consolidated financial statements and the notes to those statements, including Note 3—Pro Forma Financial Information (unaudited).

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Unaudited Pro Forma Consolidated Statement of Income Data

Unaudited Pro Forma Consolidated Statement of Financial Condition Data

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RISK FACTORS

      An investment in our common stock involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in our common stock. The risks described below may not be the only risks we face. Additional risks of which we are not yet aware or that we currently think are immaterial may also impair our business, results of operations or financial condition. Any of the events or circumstances described as risks below could result in a significant or material adverse effect on our business, results of operations or financial condition and a corresponding decline in the market price of our common stock.

Risks Related to Our Business

We depend on Mr. Cohen, Mr. Steers and other key personnel and the loss of their services would have a material adverse effect on us.

      We are dependent on the efforts of Martin Cohen and Robert H. Steers, our co-chairmen and co-chief executive officers. The loss of their services would have a material adverse effect on us.

      In addition to our principals, our future success depends to a substantial degree on our ability to retain and attract other qualified personnel to conduct our asset management business. The market for qualified portfolio managers is extremely competitive. We anticipate that it will be necessary for us to add portfolio managers and investment analysts as we further diversify our investment products and strategies. See ''Business—Asset Management Strategy.'' There can be no assurance, however, that we will be successful in our efforts to recruit and retain the required personnel. Moreover, when we become a public company, we intend to employ compensation mechanisms involving the use of equity compensation that may not be effective, especially if the market price of our common stock declines. In addition, the investment professionals as well as the senior marketing personnel have direct contact with our separate account clients, which can lead to a strong client relationship. The loss of these personnel could jeopardize our relationships with certain separate account clients, and result in the loss of such accounts. The loss of key personnel or the inability to recruit and retain sufficient portfolio managers and marketing personnel could have a material adverse effect on our business.

A decline in the prices of securities could lead to a decline in our assets under management, revenue and earnings.

      A significant majority of our revenue—approximately 73% for the year ended December 31, 2003—is derived from investment advisory and administration agreements with our clients. Under these agreements, the investment advisory and administration fees we receive are typically based on the market value of assets under management. Accordingly, a decline in the prices of securities generally, and real estate securities in particular, may cause our revenue and income to decline by:

The securities markets are highly volatile, and securities prices may increase or decrease for many reasons, including economic, financial or political events, that we cannot control.

A general decline in the performance of securities in the real estate sector could have an adverse effect on our assets under management and revenue.

      A high proportion of the assets managed by us are concentrated in real estate securities. Real estate securities and real property investments owned by the issuers of real estate securities are subject to varying degrees of risk. The returns from investments in real estate depend on the amount of income and capital appreciation generated by the related properties. Income and real estate values may also be adversely affected by such factors as applicable laws (e.g., Americans

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with Disabilities Act and tax laws), interest rate levels, and the availability of financing. If the properties do not generate sufficient income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements, third party leasing commissions and other capital expenditures, the income and ability of the real estate company to make payments of any interest and principal on debt securities or any dividends on common or preferred stocks will be adversely affected. In addition, real property and loans on real property may be subject to the quality of credit extended and defaults by borrowers and tenants. The performance of the economy in each of the regions in which the real estate owned by a real estate company is located affects occupancy, market rental rates and expenses and, consequently, has an impact on the income from such properties and their underlying values. The financial results of major local employers may also have an impact on the cash flow and value of certain properties. In addition, real estate investments are relatively illiquid and, therefore, the ability of real estate companies to vary their portfolios promptly in response to changes in economic or other conditions is limited. A real estate company may also have joint venture investments in certain properties and, consequently, its ability to control decisions relating to such properties may be limited.

Our growth may be constrained by market forces.

      Real estate securities investment continues to play an important role in the overall prospects of our business. Our ability to continue our growth in real estate securities management is dependent in part on growth in the size and number of issuers in the real estate securities market, particularly in the United States. For example, due to the constraints in the size and number of U.S. public real estate securities and issuers, we have in the past and may in the future stop accepting new assets in real estate securities separate account portfolios we manage for institutional investors in certain strategies and in certain of our open-end mutual funds. We also may be constrained in our ability to sponsor new closed-end mutual funds that invest primarily or significantly in domestic real estate securities.

      In addition, market conditions may preclude us from increasing our assets under management in closed-end mutual funds. A significant portion of our recent growth in assets under management has resulted from public offerings of the shares of our closed-end mutual funds. The market conditions for these offerings may not be as favorable in the future, which could adversely impact our ability to grow our assets under management.

Our clients can remove the assets we manage on short notice, making our future client and revenue base unpredictable.

      Our investment advisory and administration agreements are generally terminable upon 60 or fewer days' notice, and open-end mutual fund investors may redeem their investments in the mutual funds at any time without prior notice. Moreover, each investment advisory agreement, including the fees payable thereunder, with an investment company is subject to annual approval by the company's board, as well as by a majority of the directors who are not interested persons, which approval may not occur. Institutional and individual clients, and firms with which we have strategic alliances, can terminate their relationships with us, reduce the aggregate amount of our assets under management or shift their funds to other types of accounts with different rate structures for any of a number of reasons, including investment performance, changes in prevailing interest rates and financial market performance. In a declining stock market the pace of mutual fund redemptions could accelerate. Poor performance relative to other asset management firms tends to result in decreased purchases of mutual fund shares, increased redemptions of mutual fund shares, and the loss of institutional or individual accounts or strategic alliances. Under certain circumstances, stockholder activists may pressure one or more of our closed-end mutual funds to tender for its shares, open-end, liquidate or take other actions that may adversely affect the fees we receive from the affected closed-end mutual funds. The decrease in revenue that could result from any such event could have a material adverse effect on our business.

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      In addition, as required by the Investment Company Act of 1940, each investment advisory agreement with a registered investment company automatically terminates upon its ''assignment,'' although the investment company's board and shareholders may approve new investment advisory agreements. A sale of a sufficient number of shares of our voting securities to transfer control of us could be deemed an ''assignment'' in certain circumstances. An assignment, actual or constructive, will trigger these termination provisions and may adversely affect our ability to continue managing the investment companies.

Loss of significant separate accounts would decrease our revenue.

      We managed 39 separate account portfolios at March 25, 2004, of which the five largest represented approximately 53% of our assets under management in separate accounts and approximately 11% of our total assets under management. Approximately 7% of our total revenue during 2003 was derived from these five largest separate account portfolios. Loss of any of these separate accounts would reduce our revenue. We have, from time to time, lost separate accounts because of decisions by our clients to reallocate their assets to different asset classes or to move their assets to our competitors, and in the future we could lose accounts under these or other circumstances, such as adverse market conditions or poor investment performance.

Future investment performance could reduce our assets under management, revenue and income.

      Success in the asset management business is dependent on investment performance as well as distribution and client service. Good performance generally stimulates sales of our investment products and tends to keep withdrawals and redemptions low, which generates higher management fees (which are based on the amount of assets under management). Conversely, relatively poor performance tends to result in decreased sales, increased withdrawals and redemptions in the case of the open-end mutual funds, and in the loss of separately managed accounts, with corresponding decreases in revenue to us. Many analysts of the mutual fund business believe that investment performance is the most important factor for the growth of open-end mutual funds. Failure of our investment products to perform well could, therefore, have a material adverse effect on our current performance and future growth.

We depend on accessing clients through intermediaries.

      Our ability to distribute our mutual funds and subadvisory services is highly dependent on access to the client base of national and regional securities firms, banks, insurance companies, defined contribution plan administrators and other intermediaries which generally offer competing investment products. To a lesser extent, our separate account asset management business depends on referrals from financial planners and other professional advisors, as well as our existing clients. We cannot be sure that we will continue to gain access to these channels. The inability to have this access could have a material adverse effect on our business.

      While we continue to diversify and add new distribution channels for our open-end and closed-end mutual funds, a significant portion of the growth in our assets under management in our mutual funds in recent years has been accessed through intermediaries, including Merrill Lynch & Co., UBS and Wachovia. Loss of any of these distribution channels, and the inability to access clients through new distribution channels, could adversely affect our results of operations and business prospects.

Fee pressures could reduce profit margins.

      There has been a trend toward lower fees in some segments of the asset management business. In order for us to maintain our fee structure in a competitive environment, we must be able to provide clients with investment returns and service that will encourage them to be willing to pay such fees. Accordingly, there can be no assurance that we will be able to maintain our current fee structure or take advantage of scheduled fee increases. Fee reductions on existing or future new business could have an adverse impact on our profit margins and results of operations.

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Our business strategy may not be successful.

      Our business strategy involves diversifying our asset management business to include products and services outside the real estate securities area. This may entail hiring additional portfolio managers in areas in which we do not have significant prior experience or acquiring other asset management firms. We may not be successful in locating and hiring or acquiring such portfolio managers or asset management firms and any such hiring activity or acquisitions may not be successful. In addition, in the event the recently enacted U.S. federal income tax legislation, which generally provides for a 15% maximum tax rate on dividends, is rescinded or is not extended beyond its January 1, 2009 expiration date, our business strategy could be adversely impacted as a result of diminished demand for income producing equity securities.

We could experience losses and significant volatility in connection with the activities of our investment banking business.

      Our investment banking business has historically earned revenue almost exclusively from advisory and placement fees paid to us by our clients, in large part upon the successful completion of the client's merger, acquisition, restructuring or capital raising transaction. Our investment banking clients generally retain us on a non-exclusive, short term, engagement-by-engagement basis in connection with specific merger, acquisition or capital raising transactions or restructuring projects, rather than under exclusive long-term agreements. As these transactions are singular in nature and our engagements are not likely to recur, we must seek out new investment banking engagements when our current engagements are completed or are terminated. As a result, high investment banking activity levels in any period are not necessarily indicative of continued high levels of activity in the next succeeding or any other period. In addition, when an investment banking engagement is terminated, whether due to the cancellation of a transaction due to market reasons or otherwise, we may earn limited or no fees and may not be able to recover the costs that we incurred prior to that termination.

      Moreover, each year we advise a limited number of investment banking clients. While the composition of the group comprising our largest clients varies significantly from year to year, we expect that our investment banking engagements will continue to be limited to a relatively small number of clients and that an even smaller number of those clients will account for a high percentage of revenue in any particular year. For example, four of our clients represented 97% of our investment banking revenue in 2003. As a result, the adverse impact on the results of our investment banking segment of one lost mandate or the failure of one transaction or restructuring on which we are advising to be completed can be significant.

Compliance failures and changes in regulation could adversely affect us.

      Our asset management activities are subject to client guidelines and our mutual fund business involves compliance with numerous investment, asset valuation, distribution and tax requirements. A failure to adhere to these guidelines or satisfy these requirements could result in losses which could be recovered by the client from us in certain circumstances. Although we have implemented procedures and utilize the services of experienced administrators, accountants and lawyers to assist us in adhering to these guidelines and satisfying these requirements, and maintain insurance to protect us in the case of client losses, there can be no assurance that such precautions or insurance will protect us from potential liabilities.

      Our businesses are subject to extensive regulation in the United States, including by the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. (''NASD''). We are also subject to the laws of non-U.S. jurisdictions and non-U.S. regulatory agencies or bodies. Our failure to comply with applicable laws or regulations could result in fines, suspensions of personnel or other sanctions, including revocation of the registration of any of our subsidiaries as an investment advisor or broker-dealer. Changes in laws or regulations or in governmental policies could have a material adverse effect on us. See ''Business—Regulation.''

      In response to recent scandals in the financial services business regarding late trading, market timing, selective disclosure of portfolio information, and advisory and distribution fees, various

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legislative and regulatory proposals are pending in or before, or have been approved by, Congress, the legislatures in states in which we conduct operations and the various regulatory agencies that supervise our operations. These proposals, if enacted or adopted, could have a substantial impact on the regulation and operation of our mutual funds. Additionally, the Securities and Exchange Commission, the NASD and other regulators, as well as Congress, are investigating certain practices within our industry. New Securities and Exchange Commission rules require each investment company and each investment advisor registered with the Securities and Exchange Commission to adopt and implement comprehensive compliance policies and procedures, review those policies and procedures at least annually for their adequacy and the effectiveness of their implementation and designate a chief compliance officer. Recently adopted Securities and Exchange Commission rules also will require mutual funds to adopt ''fair value'' pricing procedures to address time zone arbitrage, selective disclosure procedures to protect mutual fund portfolio information and procedures to ensure compliance with a mutual fund's disclosed market timing policy. The Securities and Exchange Commission has also proposed further rule amendments to eliminate late trading of mutual fund shares. In addition, if regulations are adopted revising or eliminating the ability of asset managers to receive rebates of brokerage commissions through ''soft dollars,'' whereby the brokers pay certain research related expenses of asset managers, our expenses could increase.

The asset management and investment banking businesses are intensely competitive.

      The asset management business is intensely competitive, with competition based on a variety of factors, including:

We compete in all aspects of our business with a large number of asset management firms, commercial banks, investment banks, broker-dealers, insurance companies and other financial institutions. A number of factors serve to increase our competitive risks:

This competitive pressure could reduce our revenue and earnings.

      Our investment banking business faces intense competition from other investment banking and financial advisory firms. We compete with these firms on the basis of a number of factors,

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including transaction execution skills, range of services, innovation, reputation and price. In recent years there has been substantial consolidation and convergence among companies in the financial services industry. In particular, a number of large commercial banks, insurance companies and other broad-based financial services firms have established or acquired broker-dealers or have merged with other financial institutions. Many of these firms have the ability to offer a wider range of products, from loans, deposit-taking and insurance to brokerage and investment banking services, which may enhance their competitive position.

Our business is heavily dependent upon computer based systems to process transactions; systems failures may disrupt our business and limit our growth.

      Our business is highly dependent on communications and information systems and those of our key service vendors. Any failure or interruption of such systems could have a material adverse effect on our operating results. Operational risk arises from mistakes made in the confirmation or settlement of transactions or from the improper recording or accounting of transactions. We are highly dependent on our ability to process a large number of transactions on a daily basis, and rely heavily on financial, accounting and other data processing systems. If any of these do not function properly, we could suffer financial loss, business disruption, liability to clients, regulatory intervention or damage to our reputation. If systems are unable to accommodate an increasing volume of transactions, our ability to expand could be affected. Although we have back-up systems in place, we cannot be sure that a failure or interruption of any such systems, whether caused by a fire, other natural disaster, power or telecommunications failure, act of war, terrorist act or otherwise, will not occur, or that back-up procedures and capabilities in the event of any such failure or interruption will be adequate.

We expect to record a substantial net loss in the fiscal quarter ending                   , 2004 due to the grant of restricted stock units on the date of the consummation of this offering.

      We expect to record a substantial loss in the quarter ending                 , 2004 as the result of net compensation expense of approximately $              resulting from the grant of restricted stock units on the date of the consummation of this offering in connection with the termination of our existing Stock Appreciation Rights Plan.

Risks Related to Our Common Stock and This Offering

We will be effectively controlled by Mr. Cohen and Mr. Steers, whose interests may differ from those of other stockholders.

      Upon completion of the offering, our principals, Martin Cohen and Robert H. Steers, will control, in the aggregate, approximately    % of our common stock. As long as Mr. Cohen and Mr. Steers control a majority of the common stock, they will have the ability to elect all of the members of our board of directors and thereby control our management and affairs, including compensation decisions and determinations with respect to acquisitions, dispositions, borrowings, issuances of common stock or other securities and the declaration and payment of dividends on the common stock. In addition, they will be able to determine the outcome of matters submitted to a vote of our stockholders for approval. The control exerted by our principals could preclude any unsolicited acquisition of us and, consequently, adversely affect the market price of the common stock or prevent our stockholders from realizing a premium on their shares.

There may not be an active trading market for shares of our common stock, which may cause our common stock to trade at a discount from its initial offering price and make it difficult to sell the shares you purchase.

      Prior to this offering, there has been no public trading market for shares of our common stock. It is possible that, after this offering, an active trading market will not develop or continue. The initial public offering price per share of our common stock will be determined by agreement among us, the selling stockholders and the representative of the underwriters, and may not be

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indicative of the price at which the shares of our common stock will trade in the public market after this offering.

Sales of a substantial number of shares of our common stock following this offering may adversely affect the market price of our common stock; and the issuance of additional shares will dilute all other stockholdings.

      Sales of a substantial number of shares of our common stock in the public market or otherwise following this offering, or the perception that such sales could occur, could adversely affect the market price of our common stock. Our principals, who will beneficially own, in the aggregate,         shares of our common stock immediately following the offering (or        shares assuming the underwriters exercise their overallotment option in full), have advised us that they intend to sell additional shares of our common stock over a period of time, subject to the restrictions referred to in ''Underwriting.'' Subject to the restrictions referred to in ''Underwriting,'' we may also issue substantial amounts of common stock in the future, including pursuant to employee benefit plans, which would dilute the percentage ownership held by the investors who purchase our shares in this offering. We intend to grant to certain employees an aggregate of                 restricted stock units pursuant to the 2004 Stock Incentive Plan on the date of the consummation of this offering in connection with the termination of our existing Stock Appreciation Rights Plan. In general, subject to a participant's compliance with certain restrictive covenants, the shares of common stock underlying the vested restricted stock units will be delivered to each participant as follows: 20% will be delivered on the last business day in January 2006; 40% will be delivered on the last business day in January 2007; and 40% will be delivered on the last business day in January 2008. In addition, concurrently with the reorganization, we will grant our principals and two trusts benefiting their families, their affiliates and certain of their transferees, the right to require us to register under the Securities Act of 1933 shares of our common stock (and other securities convertible into or exchangeable or exercisable for shares of common stock) held by them under certain circumstances and subject to the restrictions referred to in ''Underwriting.'' See ''Related Party Transactions—Registration Rights Agreement,'' ''Shares Eligible for Future Sale'' and ''Underwriting'' for further information regarding circumstances under which additional shares of our common stock may be sold.

The market price of our common stock may be volatile, which could cause the value of your investment to decline.

      Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common stock in spite of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors, and in response, the market price of our common stock could decrease significantly. You may be unable to resell your shares of our common stock at or above the initial public offering price.

Anti-takeover provisions in our charter documents and Delaware law could delay or prevent a change in control.

      Our certificate of incorporation may delay or prevent a merger or acquisition that a stockholder may consider favorable by permitting our board of directors to issue one or more series of preferred stock. In addition, provisions of the Delaware General Corporation Law restrict certain business combinations with interested stockholders. These provisions may also discourage acquisition proposals or delay or prevent a change in control, which could harm our stock price.

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FORWARD-LOOKING STATEMENTS

      This prospectus contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as ''outlook,'' ''believes,'' ''expects,'' ''potential,'' ''continues,'' ''may,'' ''will,'' ''should,'' ''seeks,'' ''approximately,'' ''predicts,'' ''intends,'' ''plans,'' ''estimates,'' ''anticipates'' or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those described under ''Risk Factors.'' These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

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USE OF PROCEEDS

      We estimate that our net proceeds from the offering, at an assumed initial public offering price of $           per share and after deducting estimated underwriting discounts, commissions and offering expenses, will be approximately $           , or $           if the underwriters exercise their overallotment option in full. We intend to use these net proceeds to continue to expand our asset management platform, to establish new investment vehicles, to make strategic acquisitions and for general corporate purposes.

      We will not receive any proceeds from the sale of shares by the selling stockholders.

DIVIDEND POLICY

      We intend to pay cash dividends on a quarterly basis and expect to declare our first quarterly dividend payment at an initial rate of $           per share in the         quarter of 2004.

      The declaration and payment of dividends to holders of our common stock by us, if any, are subject to the discretion of our board of directors. Our board of directors will take into account such matters as general economic and business conditions, our strategic plans, our financial results and condition, contractual, legal and regulatory restrictions on the payment of dividends by us and our subsidiaries and such other factors as our board of directors may consider to be relevant.

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REORGANIZATION AND S CORPORATION STATUS

Reorganization

      Our business is presently conducted by Cohen & Steers Capital Management, Inc. and its subsidiaries. Cohen & Steers Capital Management, Inc. was incorporated as a New York corporation in 1986 and is wholly owned by our principals and two trusts benefiting their families. Cohen & Steers, Inc. is a Delaware corporation that was formed on March 17, 2004. Cohen & Steers, Inc. has not engaged in any business or other activities except in connection with its formation and the reorganization described below.

      Prior to the consummation of this offering, we will effect a reorganization whereby Cohen & Steers, Inc. will become the parent holding company of Cohen & Steers Capital Management, Inc. and, together with its direct and indirect subsidiaries (including Cohen & Steers Capital Management, Inc.), continue to conduct the business now conducted by Cohen & Steers Capital Management, Inc. and its subsidiaries.

      The reorganization will be accomplished through our principals and their family trusts contributing all of their interests in Cohen & Steers Capital Management, Inc. to Cohen & Steers, Inc. in exchange for newly issued shares of common stock in Cohen & Steers, Inc. Immediately following this contribution and share issuance, our principals and their family trusts will be the sole stockholders of Cohen & Steers, Inc., and Cohen & Steers Capital Management, Inc. will be a wholly owned subsidiary of Cohen & Steers, Inc.

      The reorganization will be effected pursuant to a contribution agreement among Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc. and our principals and their family trusts, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. The reorganization will not result in a change of control of Cohen & Steers Capital Management, Inc. Completion of the reorganization is a condition to the consummation of this offering.

S Corporation Status

      Since we were organized in 1986, we have elected to be treated for U.S. federal and certain state income tax purposes as an S corporation under Subchapter S of the Internal Revenue Code of 1986 and comparable state laws. As a result, our earnings have been taxed for U.S. federal and, in the case of certain states, state income tax purposes directly to our stockholders rather than to us, leaving our stockholders responsible for paying income taxes on these earnings. Prior to the closing of this offering, we will revoke our status as an S corporation and will be taxed as a C corporation. As a result of the revocation of our S corporation status, we will record a net deferred tax liability and corresponding deferred income tax expense effective upon the revocation date. The amount of the deferred tax liability would have been approximately $1.5 million if the revocation date had been December 31, 2003, and we estimate that the deferred tax liability will be approximately $               . The actual amount of the deferred tax liability will be determined after giving effect to our operating results through the revocation date.

      In connection with the revocation of our S corporation tax status, we expect to make a distribution to our current stockholders representing payment of undistributed S corporation accumulated earnings for tax purposes at and through the date of revocation. The distribution would have been approximately $10.9 million if the revocation date had been December 31, 2003, and we estimate that the distribution will be approximately $          . The actual amount of the distribution will depend on the amount of our earnings through the revocation date.

      We will also enter into a tax indemnification agreement with our current stockholders, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. Although we believe that we have met the requirements for an S corporation, the agreement will provide for, among other things, our current stockholders to indemnify us for any additional U.S. federal and state income taxes, including interest and penalties, incurred by us if for any reason we are deemed to have been a C corporation during any period in which we

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reported our taxable income as an S corporation. The tax indemnification obligation of our current stockholders will be limited to the aggregate amount of all distributions made to them by us to pay taxes during any time that we were reporting our taxable income as an S corporation but are deemed to have been a C corporation. The agreement will also provide for payment by our current stockholders to us and by us to our current stockholders to adjust for any increases or decreases in tax liability arising from a tax audit that affects our tax liability and results in a corresponding adjustment to the tax liability of our current stockholders. The amount of any payment cannot exceed the amount of refund received by us or our current stockholders attributable to the adjustment in tax liability. If we are required to make substantial payments under this tax indemnification agreement, it could adversely affect our financial condition.

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CAPITALIZATION

      The following table sets forth our consolidated capitalization and cash and cash equivalents as of December 31, 2003:

You should read this table together with the other information contained in this prospectus, including ''Reorganization and S Corporation Status,'' ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' and our consolidated financial statements and the notes to those statements, including Note 3—Pro Forma Financial Information (unaudited).

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SELECTED CONSOLIDATED FINANCIAL DATA

      The following tables present selected consolidated financial data as of the dates and for the periods indicated. We derived the consolidated statement of financial condition data as of December 31, 2002 and 2003 and the consolidated statement of income data for each of the three years in the period ended December 31, 2003 from our consolidated financial statements audited by Deloitte & Touche LLP which are included elsewhere in this prospectus. We derived the consolidated statement of financial condition data as of December 31, 1999, 2000 and 2001 and the consolidated statement of income data for each of the two years in the period ended December 31, 2000 from our unaudited consolidated financial statements which are not included in this prospectus. The unaudited consolidated financial statements have been prepared on substantially the same basis as the audited consolidated financial statements and include all adjustments that we consider necessary for a fair presentation of our consolidated financial position and results of operations for all periods presented.

      Our wholly owned subsidiary, Cohen & Steers Securities, LLC, commenced operations on July 1, 2002. On the same date, Cohen & Steers Securities, LLC succeeded to the business of Cohen & Steers Securities, Inc. (previously wholly owned by our principals) pursuant to a transaction accounted for as a merger of entities under common control and recorded in a manner similar to a pooling-of-interests. Accordingly, the previously separate historical financial position and results of operations of Cohen & Steers Securities, Inc. are combined with our consolidated financial position and results of operations for all periods presented.

      For all periods presented, we operated as an S corporation and were not subject to U.S. federal and certain state income taxes. Upon completion of this offering, we will become subject to U.S. federal and certain state income taxes applicable to C corporations. See ''Reorganization and S Corporation Status.''

      The historical consolidated results for ''Employee compensation and benefits'' reflect salaries and bonuses paid to our co-chief executive officers during our status as an S corporation that are not indicative of the salaries and bonuses to be expected for any future accounting periods.

      You should read this selected consolidated financial data together with the other information contained in this prospectus, including ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' and our consolidated financial statements and the notes to those statements.

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Consolidated Statement of Income Data

Consolidated Statement of Income Data by Segment