COHEN & STEERS REALTY INCOME FUND INC, DEF 14A, 1999-03-24

COHEN & STEERS REALTY INCOME FUND INC
DEF 14A, 1999-03-24

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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

COHEN & STEERS REALTY INCOME FUND, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction
applies:

............................................................

(2) Aggregate number of securities to which transaction
applies:

.......................................................

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

.......................................................

(4) Proposed maximum aggregate value of transaction:

.......................................................

(5) Total fee paid:

.......................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

.......................................................

(2) Form, Schedule or Registration Statement No.:

.......................................................

(3) Filing Party:

.......................................................

(4) Date Filed:

.......................................................

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COHEN & STEERS REALTY INCOME FUND, INC.
757 THIRD AVENUE, NEW YORK, NEW YORK 10017
(212) 832-3232

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1999

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

To the Stockholders of
COHEN & STEERS REALTY INCOME FUND, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
'Meeting') of Cohen & Steers Realty Income Fund, Inc. (the 'Fund') will be held
at the offices of the Fund, 757 Third Avenue, 20th Floor, New York, New York
10017, on April 28, 1999 at 10:00 a.m., for the following purposes, all of which
are more fully described in the accompanying Proxy Statement dated March 18,
1999:

1. To elect two Directors of the Fund, to hold office for a term of
three years and until his successor is duly elected and qualified;

2. To ratify or reject the selection of PricewaterhouseCoopers LLP as
independent certified public accountants of the Fund for its fiscal year
ending December 31, 1999; and

3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Directors have fixed the close of business on March 10, 1999 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting or any adjournment thereof. The enclosed proxy is being
solicited on behalf of the Directors.

By order of the Board of Directors,

ROBERT H. STEERS
Secretary

New York, New York
March 18, 1999

YOUR VOTE IS IMPORTANT

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE OF
FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.

<PAGE>

PROXY STATEMENT
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----

<S> <C>
Introduction............................................................................................... 1
Proposal One: Election of Directors........................................................................ 2
Proposal Two: Ratification or Rejection of Selection of Independent Certified Public Accountants........... 5
Certain Information Regarding the Adviser and the Administrator............................................ 5
Officers of the Fund....................................................................................... 5
Submission of Proposals for the Next Annual Meeting of Stockholders........................................ 6
Other Matters.............................................................................................. 6
Votes Required............................................................................................. 6
</TABLE>

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PROXY STATEMENT
COHEN & STEERS REALTY INCOME FUND, INC.
757 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 832-3232

------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1999

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

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Cohen & Steers Realty Income
Fund, Inc., a Maryland corporation (the 'Fund'), to be voted at the Annual
Meeting of Stockholders of the Fund, to be held at the offices of the Fund, 757
Third Avenue, 20th Floor, New York, New York 10017, on April 28, 1999 at 10:00
a.m., and at any adjournments thereof (collectively, the 'Meeting'). Such
solicitation will be by mail and the cost (including printing and mailing this
Proxy Statement, meeting notice and form of proxy, as well as any necessary
supplementary solicitation) will be borne by the Fund pursuant to the terms of
the investment advisory agreement described below. The Notice of Meeting, Proxy
Statement and Proxy are being mailed to stockholders on or about March 18, 1999.

The presence in person or by proxy of the holders of record of one-half of
the shares of the Fund entitled to vote thereat shall constitute a quorum at the
Meeting. If, however, such quorum shall not be present or represented at the
Meeting or if fewer shares are present in person or by proxy than is the minimum
required to take action with respect to any proposal presented at the Meeting,
the holders of a majority of the shares of the Fund present in person or by
proxy shall have the power to adjourn the Meeting from time to time, without
notice other than announcement at the Meeting, until the requisite amount of
shares entitled to vote at the Meeting shall be present. At any such adjourned
Meeting, if the relevant quorum is subsequently constituted, any business may be
transacted which might have been transacted at the Meeting as originally called.
For purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker 'non-votes' (that is, proxies from brokers
or nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. For
this reason, abstentions and broker non-votes will have the effect of a 'no'
vote for purposes of obtaining the requisite approval of each proposal.

The Board of Directors has fixed the close of business on March 10, 1999 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and at any adjournments thereof. The outstanding voting
shares of the Fund as of March 10, 1999 consisted of 2,991,750 shares of common
stock, each share being entitled to one vote. All properly executed proxies
received prior to the Meeting will be voted at the Meeting in accordance with
the instructions marked thereon or as otherwise provided therein. Accordingly,
unless instructions to the contrary are marked, proxies will be voted for the
election of the two Directors and for the ratification of the selection of
PricewaterhouseCoopers LLP as the Fund's independent certified public
accountants for its fiscal year

<PAGE>

ending December 31, 1999. Any stockholder may revoke his proxy at any time prior
to exercise thereof by giving written notice to the Secretary of the Fund at its
offices at 757 Third Avenue, New York, New York 10017, or by signing another
proxy of a later date or by personally casting his vote at the Meeting.

The most recent annual and semi-annual reports of the Fund, including
financial statements, have been previously mailed to stockholders. If you have
not received these reports or would like to receive additional copies free of
charge, please contact the Fund at 757 Third Avenue, New York, New York 10017,
(800) 330-REIT and they will be sent promptly by first-class mail.

PROPOSAL ONE
ELECTION OF DIRECTORS

At the Meeting, two Directors will be elected, to serve for a term of three
years and until his successor is duly elected and qualified. The nominees are
Gregory C. Clark and Willard H. Smith, Jr., who, if elected, will serve for a
term to expire in 2002. It is the intention of the persons named in the enclosed
proxy to nominate and vote in favor of the nominees.

At the Annual Meeting of stockholders held on May 23, 1989, the Fund's
stockholders elected the Board of Directors to staggered terms. Accordingly, the
term of office of only a single class of Directors will expire in 1999. As a
result of this system, only those Directors in any one class may be changed in
any one year, and it would require two years or more to change a majority of the
Board of Directors. This system of electing Directors, which may be regarded as
an 'anti-takeover' provision, may have the effect of maintaining the continuity
of management and, thus, make it more difficult for the Fund's stockholders to
change the majority of Directors.

The nominees have consented to serve as Directors. The Board of Directors
of the Fund knows of no reason why the nominee would be unable to serve, but in
the event of such unavailability, the proxies received will be voted for such
substitute nominee as the Board of Directors may recommend.

Certain information concerning Mr. Clark, Mr. Smith and the other members
of the Board of Directors is set forth as follows:

</TABLE>

(table continued on next page)

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(table continued from previous page)

<TABLE>
<CAPTION>
APPROXIMATE
NUMBER
OF SHARES
YEAR BENEFICIALLY OWNED
NAME, POSITIONS AND OFFICES WITH THE FUND, FIRST YEAR TERM DIRECTLY OR
AGE, PRINCIPAL OCCUPATIONS DURING BECAME A AS DIRECTOR INDIRECTLY AS OF
THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE DECEMBER 31, 1998
- - --------------------------------------------------------------------- -------- ----------- ------------------
<S> <C> <C> <C>
Martin Cohen** ...................................................... 1988 2001 75,922'D'D'
Director, President and Treasurer, 50. Director, RFI, CSR, CSS and
CSI. President of Cohen & Steers Capital Management, Inc., the
Fund's Investment Adviser, since 1986. Mr. Cohen's address is 757
Third Avenue, New York, New York.
George Grossman* .................................................... 1988 2000 1,000
Director, 45. Director, RFI, CSR, CSS and CSI. Attorney at law. Mr.
Grossman's address is 17 Elm Place, Rye, New York.
Jeffrey H. Lynford* ................................................. 1988 2001 1,500
Director, 51. Director, RFI, CSR, CSS and CSI. Chairman of
Wellsford Real Properties, Inc. since 1997, Chairman of Wellsford
Group, Inc. since 1986 and Chairman of Wellsford Residential
Property Trust from 1992 to May 1997. Mr. Lynford is also a Trustee
of Equity Residential Trust and an Emeritus Trustee of the National
Trust for Historic Preservation. Mr. Lynford's address is 610 Fifth
Avenue, New York, New York.
Willard H. Smith, Jr.* .............................................. 1996 2002'D' 500
Director, 62. Director, RFI, CSR, CSS and CSI. Board member of
Essex Property Trust, Inc., Highwoods Properties, Inc., Realty
Income Corporation and Willis Lease Finance Corporation. Managing
director at Merrill Lynch & Co., Equity Capital Markets Division
from 1983 to 1995. Mr. Smith's address is 7 Slayton Drive, Short
Hills, New Jersey.
Robert H. Steers** .................................................. 1988 2000 27,992'D'D'
Director, Chairman and Secretary, 46. Director, RFI, CSR, CSS and
CSI, Chairman of Cohen & Steers Capital Management, Inc., the
Fund's Investment Adviser, since 1986. Mr. Steers' address is 757
Third Avenue, New York, New York.
</TABLE>

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

* Member of the Audit Committee.

** 'Interested person,' as defined in the Investment Company Act of 1940,
of the Fund because of the affiliation with Cohen & Steers Capital
Management, Inc., the Fund's investment adviser.

'D' If elected at the Meeting.

'D'D' Includes 27,622 shares owned beneficially and of record by Cohen & Steers
Capital Management, Inc., the Fund's investment adviser.

<PAGE>

During the Fund's fiscal year ended December 31, 1998, the Board of
Directors met four times. All of such Directors attended all of the meetings of
the Board of Directors. The Fund maintains an Audit Committee of the Board of
Directors which is composed of all the Directors who are not 'interested
persons' of the Fund within the meaning of the Investment Company Act of 1940
(the 'Act'). The Audit Committee met twice during the fiscal year ended December
31, 1998 for the purposes described below in Proposal Two. Directors of the Fund
who are not interested persons of the Fund are paid an annual retainer of $5,500
and a fee of $500 for each meeting attended and are reimbursed for the expenses
of attendance at such meetings and, for the fiscal year ended December 31, 1998,
such fees and expenses paid by the Fund totaled $31,050.

As of March 10, 1999 the Directors and officers of the Fund as a group
owned 2.7% of the shares of the Fund.

COMPENSATION OF DIRECTORS AND CERTAIN OFFICERS. The following table sets
forth information regarding compensation of Directors by the Fund and by the
fund complex of which the Fund is a part for the fiscal year ended December 31,
1998. Officers of the Fund and Directors who are interested persons of the Fund
do not receive any compensation from the Fund or any other fund in the fund
complex which is a U.S. registered investment company. In the column headed
'Total Compensation Paid to Directors by Fund Complex,' the compensation paid to
each Director represents the five funds that each director serves in the fund
complex. The Directors do not receive any pension or retirement benefits from
the Fund Complex.

COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION
COMPENSATION PAID TO
FROM DIRECTORS BY
NAME OF PERSON, POSITION REGISTRANT FUND COMPLEX
- - ---------------------------------------------------------------------------------- ------------ ------------
<S> <C> <C>
Gregory C. Clark*, Director....................................................... $7,500 $ 37,500
Martin Cohen**, Director and President............................................ $ 0 $ 0
George Grossman*, Director........................................................ $7,500 $ 37,500
Jeffrey H. Lynford*, Director..................................................... $7,500 $ 37,500
Willard H. Smith, Jr.*, Director.................................................. $7,500 $ 37,500
Robert H. Steers**, Director and Chairman......................................... $ 0 $ 0
</TABLE>

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

* Member of the Audit Committee.

** 'Interested person,' as defined in the Act, of the Fund because of the
affiliation with Cohen & Steers Capital Management, Inc., the Fund's
investment adviser.

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the Securities Exchange Act of 1934 (the 'Exchange Act') and Section 30(h) of
the 1940 Act, as applied to the Fund, require the Fund's officers, Directors and
investment adviser, affiliates of the investment adviser, and persons who
beneficially own more than 10% of a registered class of the Fund's outstanding
securities ('Reporting Persons') to file reports of ownership of the Fund's
securities and changes in such ownership with the Securities and Exchange
Commission and the American Stock Exchange. Such

<PAGE>

persons are required by Securities and Exchange Commission regulations to
furnish the Fund with copies of all such filings.

Based solely upon its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end reports
were required for those persons, the Fund believes that during the fiscal year
ended December 31, 1998, all filing requirements applicable to its Reporting
Persons were met with.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND VOTE
FOR THE ELECTION OF EACH NOMINEE TO SERVE AS A DIRECTOR OF THE FUND.

PROPOSAL TWO
RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors recommends that the stockholders of the Fund ratify
the selection of PricewaterhouseCoopers LLP, independent certified public
accountants, to audit the accounts of the Fund for the fiscal year ending
December 31, 1999. Their selection was approved by the vote, cast in person, of
a majority of the Directors of the Fund, including a majority of the Directors
who are not 'interested persons' of the Fund within the meaning of the Act, at a
meeting held on March 9, 1999. PricewaterhouseCoopers LLP has audited the
accounts of the Fund since prior to the Fund's commencement of business on
August 23, 1988 and does not have any direct financial interest or any material
indirect financial interest in the Fund. A representative of
PricewaterhouseCoopers LLP is expected to attend the Meeting and to have the
opportunity to make a statement and respond to appropriate questions from the
stockholders. The Audit Committee of the Board of Directors meets twice each
year with representatives of PricewaterhouseCoopers LLP to discuss the scope of
their engagement, and review the financial statements of the Fund and the
results of their examination thereof.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND VOTE
FOR THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE FUND.

CERTAIN INFORMATION REGARDING THE ADVISER AND
THE ADMINISTRATOR

The Fund has retained Cohen & Steers Capital Management, Inc., a New York
corporation with offices at 757 Third Avenue, New York, New York 10017, to serve
as its investment adviser and manager (the 'Adviser') under an investment
advisory agreement dated August 23, 1988. Martin Cohen and Robert H. Steers may
be deemed to be 'controlling persons' of the Adviser on the basis of their
ownership of more than 10% of the Adviser's stock. Their address is 757 Third
Avenue, New York, New York 10017. Chase Global Funds Services Company, with
offices at 73 Tremont Street, Boston Massachusetts 02108, serves as
administrator to the Fund.

OFFICERS OF THE FUND

The principal officers of the Fund and their principal occupations during
the past five years are set forth below. The address of each of the following
persons is 757 Third Avenue, New York, New York 10017.

<PAGE>

Robert H. Steers, Chairman and Secretary (see Proposal One, 'Election of
Directors,' at page 3 for biographical information).

Martin Cohen, President and Treasurer (see Proposal One, 'Election of
Directors,' at page 3 for biographical information).

Elizabeth O. Reagan, Vice President, age 36, joined the Adviser in 1987,
and has been Senior Vice President since 1996 and prior to that was a Vice
President since 1990.

Adam Derechin, Vice President and Assistant Treasurer, age 35, joined the
Advisor in 1993, and has been a Senior Vice President since 1998 and prior to
that was a Vice President since 1995.

SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS

Proposals of stockholders intended to be presented at the next annual
meeting of stockholders must be received by the Fund by November 17, 1999 for
inclusion in the Fund's proxy statement and form of proxy relating to that
meeting.

OTHER MATTERS

Management does not know of any matters to be presented at the Meeting
other than those mentioned in this Proxy Statement. If any of the persons listed
above is unavailable for election as a director, an event not now anticipated,
or if any other matters properly come before the Meeting, the shares represented
by proxies will be voted with respect thereto in accordance with the best
judgment of the person or persons voting the proxies.

VOTES REQUIRED

The presence in person or by proxy of the holders of one-half of the
outstanding shares is required to constitute a quorum at the Meeting. The
election of the Directors, as set forth in Proposal 1, will require a vote of
the holders of a plurality of the Fund's shares present at the Meeting.
Ratification of the selection of the independent certified public accountants,
as set forth in Proposal 2, will require a majority of the votes cast at the
Meeting.

If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted for the election of the Director and for the other proposals.

By order of the Board of Directors,

ROBERT H. STEERS
Secretary

March 18, 1999
New York, New York

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APPENDIX 1
COHEN & STEERS REALTY INCOME FUND, INC.
757 THIRD AVENUE
NEW YORK, NEW YORK 10017
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Revoking any such prior appointments, the undersigned appoints Martin Cohen
and Robert H. Steers (or if only one shall act then that one) proxies with the
power of substitution to vote all the common stock of Cohen & Steers Realty
Income Fund, Inc. (the 'Fund') registered in the name of the undersigned at the
Annual Meeting of the Stockholders to be held at the offices of the Fund, 757
Third Avenue, New York, N.Y. 10017 on April 28, 1999 at 10:00 a.m. and at any
adjournments thereof:

PLEASE SIGN IN BOX BELOW

Reciept acknowledged of the Proxy
Statement for the Annual Meeting of
Stockholders to be held on April 28,
1999.

-------------------------------------
Signature(s)

Date _____________, 1999

I (we) do [ ] do not [ ] expect to be
present at the meeting.

THIS PROXY IS CONTINUED ON THE REVERSE
SIDE.

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PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX(ES) BELOW.
<TABLE>
<CAPTION>
WITHHOLD
FOR AUTHORITY
<S> <C> <C> <C>
1. To elect Gregory C. Clark and Willard H. Smith, Jr. as Directors. [ ] [ ]

TO WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE, WRITE THE NOMINEE'S NAME ON THE
LINE BELOW.

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<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
2. To ratify the selection of PricewaterhouseCoopers LLP as independent certified [ ] [ ] [ ]
public accountants of the Fund for its fiscal year ending December 31, 1999.

3. To transact such other business as may properly come before the Meeting or any
adjournment thereof.

</TABLE>

The shares of common stock represented by this Proxy will be voted in
accordance with the specifications made above. If no specifications are made,
such shares will be voted FOR the election of the nominee for Director and FOR
Proposal 2.

STATEMENT OF DIFFERENCES

The dagger symbol shall be epxressed as .................................... 'D'