[Letterhead of Simpson Thacher & Bartlett LLP]
212-455-3205 jgray@stblaw.com
October 8, 2004
Re: Cohen & Steers REIT and Preferred Income Fund, Inc.,
(File Nos. 333-113018 and 811-21326)
----------------------------------------------------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Attn: Filing Desk
Dear Sir/Madam:
Pursuant to the General Rules and Regulations under the
Securities Act of 1933, as amended, (the "Act") Cohen & Steers REIT and
Preferred Income Fund, Inc. (the "Fund"), has submitted for filing the
Pre-Effective Amendment No. 2 to the Registration Statement of the Fund. Please
note that the Fund and the underwriters have requested acceleration of the
Registration Statement on Form N-2 so that it will become effective as soon as
practicable on Tuesday, October 12, 2004.
The prospectus and the statement of additional information
included therein omit certain information as permitted pursuant to Rule 430A
which is dependent upon the offering price and the delivery date. The Fund has
furnished the undertakings required by Item 512(i) of Regulations S-K and
information omitted in reliance on Rule 430A will be contained in a form of
prospectus filed with the Securities and Exchange Commission pursuant to Rule
497(h) under the Act.
We have attached acceleration requests from the Fund and the
underwriters.
Any questions or communications concerning the enclosed
materials should be directed to Jon Gray at (212) 455-3205 of this firm.
Very truly yours,
/s/ Jon Gray
-------------------
Jon Gray
Enclosures
cc: Keith O'Connell (Securities and Exchange Commission)
Sarah E. Cogan, Esq.
Lawrence B. Stoller, Esq.
Leonard Mackey, Esq.
Lee Miller, Esq.
October 8, 2004
[Letterhead of Cohen & Steers REIT and Preferred Income Fund, Inc.]
October 8, 2004
OVERNIGHT DELIVERY AND EDGAR
----------------------------
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Keith O'Connell
Re: Cohen & Steers REIT and Preferred Income Fund, Inc.
Registration Statement on Form N-2
Filed on October 6, 2004
File Nos.: 333-113018 and 811-21326
Dear Mr. O'Connell:
Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended, Cohen & Steers REIT and Preferred Income
Fund, Inc. (the "Fund") hereby requests that the effective date of the
Registration Statement on Form N-2 (File Nos.: 333-113018 and 811-21326) (the
"Registration Statement") be accelerated so that it will be declared effective
as soon as practicable on Tuesday, October 12, 2004.
We have also been advised that the National Association of Securities
Dealers, Inc. has no objection to the underwriting arrangements.
In addition, as you requested in a telephone conversation held on
September 29, 2004 with Jon R. Gray of Simpson Thacher & Bartlett LLP, the Fund
hereby acknowledges that:
o in declaring the Registration Statement effective, neither the
Securities and Exchange Commission (the "Commission") nor the
staff of the Commission (the "Staff") forecloses itself from
taking any action with respect to the Registration Statement;
o the action of the Commission or the Staff in declaring the filing
effective does not relieve the Fund from its full responsibility
for the adequacy and accuracy of the disclosure in the
Registration Statement; and
o the Fund may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Very truly yours,
COHEN & STEERS REIT AND
PREFERRED INCOME FUND, INC.
By: /s/ Lawrence B. Stoller
------------------------------
Name: Lawrence B. Stoller
Global Markets & Investment Banking
4 World Financial Center - 5th Floor
[LOGO OF MERRILL LYNCH] New York, New York 10080
212-449-6500
October 8, 2004
Mr. Keith O'Connell
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cohen & Steers REIT and Preferred Income Fund, Inc. (the "Fund")
Form N-2 Registration Statement No. 333-113018
Investment Company Act File No. 811-21326
Dear Mr. O'Connell:
Pursuant to Rule 460 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Securities Act"), we on behalf of the
several underwriters, wish to advise you that the amended Registration
Statement, Form N-2 as filed on October 6, 2004, and Preliminary Prospectus
dated October 6, 2004, will be electronically distributed during the period
October 6, 2004 through pricing October 12, 2004 as follows: approximately 350
copies of the Preliminary Prospectus and a limited number of Registration
Statements will be sent to underwriters, dealers and institutions.
In accordance with Rule 461 of the General Rules and Regulations under
the Securities Act, the undersigned, on behalf of the underwriters of the
offering of up to 2,200 preferred shares of beneficial interest of the Fund,
Series TH28, hereby joins in the request of the Fund for acceleration of the
effective date of the above-named Registration Statement so that it becomes
effective on October 12, 2004, or as soon as possible thereafter.
Very truly yours,
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
On behalf of the several Underwriters
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
/s/ Richard A. Diaz
---------------------------
Name: Richard A. Diaz
Authorized Signatory