COHEN & STEERS REALTY SHARES INC
N-30D, 1996-03-11
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                       COHEN & STEERS REALTY SHARES, INC.
 
February 6, 1996
 
To Our Shareholders:
 
     We are pleased to submit to you the annual report for Cohen & Steers Realty
Shares, Inc. for the year ended December 31, 1995. The net asset value per share
at  that  date  was $34.62.  In  addition,  a distribution  of  $0.57  per share
(including  a  regular  $0.43  per   share  distribution  plus  a  $0.14   extra
distribution representing additional income earned during the year) was declared
for shareholders of record December 26, 1995 and paid on December 27, 1995.
 
1995 REVIEW
 
     The  year just  ended can  best be  characterized as  one in  which balance
returned to nearly every  aspect of the real  estate and real estate  securities
markets.  The total investment return of REITs in 1995 was both satisfactory and
above their long-term record; for the past ten years REITs have produced average
annual total returns of 10.3%. The Fund's total return for 1995 based on  income
and  change in net asset value was  11.1%. In addition, returns from direct real
estate were the highest in seven years.
 
     Many investors,  however, have  expressed disappointment  over recent  REIT
performance  because it  lagged, by  a considerable  margin, the  unusually high
returns registered by the  stock (+37.6%) and  long-term bond (+34.2%)  markets.
While  many  observers  have  gone  to  great  lengths  to  try  to  explain the
performance of REITs relative to other financial market assets, we believe  that
REIT  returns were very  much in line  with what should  be rationally expected.
Importantly, in our opinion, 1995 performance substantiated the low  correlation
between  REIT returns  and interest  rates and  it further  demonstrated the low
volatility that is characteristic of REITs. The low 'beta' of REITs in  general,
and  our portfolio in particular, would imply  relative returns that are in line
with those achieved in 1995.
 
     The performance  of  REITs  in 1995  reflects  the  balanced  supply/demand
situation which exists in today's real estate markets between both landlords and
tenants  and  buyers  and sellers  of  property.  Vacancy rates  for  most major
property types have  declined and  market rents have  risen as  the economy  has
grown  and new  development has  been held  in check.  This improvement  in real
estate conditions has  resulted in the  return of liquidity  to the real  estate
markets,  an increase in transactions and,  therefore, a reversion of investment
returns to a more normal level.  Naturally, investment returns were not  uniform
among the various property sectors as shown in the table below.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
                                1995 TOTAL INVESTMENT RETURNS OF MAJOR SECTORS*
- ----------------------------------------------------------------------------------------------------------------
<S>                                             <C>    <C>                                             <C>  
All Equity REITs..............................  15.3%  Office REITs..................................  38.8%
Apartment REITs...............................  12.3   Self Storage REITs............................  34.9
Health Care REITs.............................  24.9   Shopping Center REITs.........................   5.1
Hotel REITs...................................  30.8   S&P 500 Index.................................  37.6
Industrial REITs..............................  15.9   Long-term Treasury............................  34.2
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
 
*Source:   National  Association   of  Real   Estate  Investment   Trusts,  Inc.
 
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                                       1
 
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                       COHEN & STEERS REALTY SHARES, INC.
 
     Our underperformance of the NAREIT Equity  REIT Index in 1995 was a  direct
result  of our heavier than average weighting  in owners of shopping centers. At
the beginning of  the year we  had expected the  economy to experience  moderate
growth  which would translate into a good  year for owners of retail properties.
Although the companies  in our  portfolio actually did  experience healthy  cash
flow  growth,  uncertainties  surrounding the  retail  environment, particularly
towards year end, caused the share  price performance of shopping center  owners
to  lag that of most other property types. We were also somewhat overweighted in
the apartment sector. Again, our  companies experienced strong cash flow  growth
but fears of increasing development activity suppressed the share prices of many
apartment-owning REITs.
 
     The better performing sectors during 1995 tended to be either somewhat less
mainstream  areas or ones which have a  limited number of companies available in
the public market but are enjoying extremely strong fundamentals. These  include
owners  of office,  hotel and  self-storage facilities.  Of the  $1.0 billion in
initial public offerings of REITs underwritten during 1995, over 80% were in the
storage and hotel sectors.  Most of the  balance of the  $5.7 billion of  common
equity raised by REITs during 1995 was in the form of secondary stock offerings,
essentially  by the better-positioned companies that used the proceeds primarily
to retire debt or finance property  acquisitions. Here too, on the  underwriting
side, balance was restored to the REIT market as equity offerings were completed
by  high-quality companies and  in amounts that satisfied  but did not overwhelm
demand.
 
     In summary, 1995 represented  a year of great  balance with regard to  real
estate  fundamentals, the supply  and demand for properties,  and the supply and
demand for REIT shares. This, in turn,  led to investment returns which were  in
line with historic trends.
 
1996 OUTLOOK
 
     While  we have maintained that  interest rates alone do  not exert the most
influence on REIT share  prices, we believe  that as we  start 1996, the  single
most  important  element  in  both  the real  estate  and  REIT  picture  is the
prevailing level of interest rates. With long-term treasury bond rates at around
the 6% level and credit readily  available, we believe the real estate  industry
is faced with a financing opportunity not seen in decades. Whereas the last time
interest rates were at this level (more than two years ago) REITs began a period
of below-average performance, the financial market and valuation conditions were
considerably different than they are today, as shown in the following table.
 
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                                       2
 
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                       COHEN & STEERS REALTY SHARES, INC.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                                                     OCTOBER 1993    DECEMBER 1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>
30-year Treasury Yield.............................................................       5.96%           5.96%
10-year Treasury Yield.............................................................       5.43%           5.58%
S&P 500 Dividend Yield.............................................................       2.68%           2.24%
Equity REIT Dividend Yield.........................................................       6.16%           7.37%
      divided by 30-year Treasury Yield............................................       1.04            1.24
      divided by 10-year Treasury Yield............................................       1.13            1.32
      divided by S&P 500 Yield.....................................................       2.30            3.29
S&P 500 P/E Ratio..................................................................      24.20           17.51
Equity REIT Market Capitalization..................................................  $27.6 billion   $46.7 billion
Assets in Real Estate Mutual Funds.................................................   $1.0 billion    $2.2 billion
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
 
     The  last time long-term interest rates  were at today's level equity REITs
had completed almost  three years  of exceptional  returns and  were trading  at
valuation  levels, based on dividend yields, which were unsustainably high on an
absolute basis, albeit still attractive relative to the stock and bond  markets.
In  contrast, at the end of 1995  equity REIT yields were considerably higher on
an absolute  basis;  relative to  stocks  and bonds  REITs  were trading  at  an
historically  low valuation level.  In our opinion,  one important difference is
that although interest  rates were  quite low  in 1993,  there was  not a  great
amount  of mortgage  debt available  to the  real estate  industry. In addition,
because many REITs were newly formed, the credit markets were not yet fully open
to these  companies. Currently,  because of  the return  to health  of the  real
estate  industry, mortgage lenders are once  again actively making loans and the
commercial mortgage-backed  securities market  is enjoying  significant  growth.
Further,  the maturation of  the REIT industry  over the past  several years has
opened the credit  markets to many  companies for a  wide spectrum of  corporate
debt  instruments.  In 1995,  REITs raised  approximately  $2.6 billion  in such
capital, nearly double what was raised in 1994.
 
     With income  returns  (or  'capitalization rates')  on  property  purchases
higher  today  than  they were  in  1993  and debt  financing  now  more readily
available, we believe that the current environment for acquisitions is the  most
advantageous  in a generation. We believe that a continuation of the present low
interest rate environment is likely to  precipitate a great deal of  acquisition
activity and eventually cause property values to rise. Low interest rates are of
particular  benefit to the  REIT industry today  which, unlike in  1993, is much
larger, more  mature,  dominated  by  strong and  proven  companies  and  better
accepted  by investors  at large.  While the cost  of equity  financing may vary
based on the way it is computed,  we believe that there is no calculation  which
can  show that cost  to be less expensive  than the cost of  debt capital. It is
therefore our belief that those companies which either fail to take advantage of
today's borrowing  opportunity  or choose  to  sell  equity in  anything  but  a
judicious manner will find that their stock prices suffer as a result.
 
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                                       3
 
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                       COHEN & STEERS REALTY SHARES, INC.
 
     In summary, in our opinion there are three important underpinnings that the
low  current interest rate  environment provides to  the REIT industry. Mortgage
interest rates, which  are influenced  by long-term  bond yields,  and are  well
below  the  income  returns  available  in  the  property  markets,  provide  an
exceptional financing  opportunity  for  acquisitions  and  therefore  a  strong
foundation  for  property values.  Second,  those companies  that  properly take
advantage of  current  financing  opportunities  may be  expected  to  enjoy  an
increase  in  their  growth rates  and  share  prices. And  third,  because REIT
dividend yields are currently significantly  higher than other financial  market
yields  this should attract investors and  provide strong support for REIT share
prices.
 
     Our investment strategy  for 1996 will  focus on our  ability to invest  in
those  sectors that we believe show  the strongest fundamentals along with those
companies whose valuations have declined to  what we consider to be  unwarranted
levels.  We anticipate  a continuation of  moderate economic growth  due to what
appears to be a bias towards monetary stimulus by the Federal Reserve and a lack
of excesses in the  economy. As a  result, we believe that  our holdings in  the
shopping center sector are likely to achieve healthy profit growth. In addition,
consolidation  of the  retail industry may  well provide  the stronger companies
with uncommon re-leasing, upgrading and acquisition opportunities. Further, with
Wall Street  almost  unanimously negative  on  the shopping  center  sector,  we
believe  that nearly all  the bad news  has been adequately  factored into share
prices. Similarly, apartments are likely to be our next highest weighting due to
the continuing improvement that we expect to see in rental rates. Although there
is some apartment construction taking  place, it is at  a rate which we  believe
cannot  meet  the  underlying demand  for  rental housing.  We  are increasingly
attracted to the office sector, which has  been the last major property type  to
stage  a recovery and where high-quality  acquisition opportunities may still be
plentiful. We also expect  both occupancy and rent  growth to accelerate in  the
next five years in the office sector.
 
     While  a return to normal and stable conditions in the real estate industry
is welcomed by  most, it  has resulted  in a  market environment  which is  more
competitive  and efficient.  We nonetheless  remain confident  in our investment
strategy and security selection criteria.  Ultimately, we expect this to  result
in superior investment results.
 
Sincerely,
 
<TABLE>
<S>                                                        <C>
MARTIN COHEN                                               ROBERT H. STEERS
MARTIN COHEN                                               ROBERT H. STEERS
President                                                  Chairman
</TABLE>
 
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                                       4

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                       COHEN & STEERS REALTY SHARES, INC.
 
Performance Review
     The  investment objective  of Cohen &  Steers Realty Shares,  Inc. is total
return through  investment  in real  estate  securities. The  Fund  pursues  its
investment  objective by seeking  both current income  and capital appreciation.
Securities in the portfolio are selected by the adviser based on the outlook for
various property types and regions of  the country, and fundamental research  on
the  individual companies. Among  the investment criteria  applied to individual
companies are  organizational  structure,  management  depth,  track  record  of
profitability, balance sheet strength and growth potential.
 
     The  Fund's  investment performance  in 1995  was exceeded  by that  of its
benchmarks and the  stock market  in general.  Real estate  securities (and  the
Fund) underperformed the stock market in general in 1995, in the adviser's view,
due  to the slower than expected growth  of the economy, particularly the retail
sector, and consequently, shopping  center REITs. In  comparison to real  estate
securities  benchmarks,  the  Fund's  underperformance  is  attributable  to its
heavier than average weighting in the underperforming shopping center REITs. The
Fund has also emphasized  companies specialized in  the ownership of  apartments
which experienced strong cash flow growth but whose share prices were suppressed
due to fears of increasing development activity.
 
     Notwithstanding  the performance of the Fund in 1995, its cumulative return
since its inception in 1991 has comfortably exceeded that of its benchmarks  and
has been competitive with that of the stock market in general.


<TABLE>
<CAPTION>
                                        AVERAGE ANNUAL TOTAL RETURNS
                                      FOR PERIODS ENDED DEC. 31, 1995

                                      1 YEAR      SINCE INCEPTION 7/2/91
                                     --------     ----------------------
                                      <C>          <C>    
Fund                                  11.13%              14.68%
NAREIT All                            15.27%              12.76%
Wilshire                              13.65%               8.03%
S&P 500                               37.57%              15.13%
</TABLE>


<TABLE>
<CAPTION>
                                         7/2/91          12/31/91                            12/31/92 
<S>                                     <C>      <C>      <C>      <C>     <C>       <C>      <C>      <C>      <C>      <C> 
Cohen & Steers Reality Share, Inc.      10000.0  10112.0  10792.0  10962.0  11226.0  12111.0  12959.0  15615.0  15014.0  16523.0
Nareit All Reit Index                   10000.0  10396.0  10823.0  10930.0  11170.0  11723.0  12142.0  14462.0  14056.0  15304.0
Wilshire Real Estate Securities Index   10000.0  9725.00  9906.00  10121.0  9692.00  9988.00  10680.0  12779.0  12176.0  13258.0
S&P 500                                 10000.0  10535.0  11418.0  11129.0  11340.0  11698.0  12287.0  12824.0  12887.0  13219.0


<CAPTION>
                                       12/31/93                            12/31/94                            12/31/95

<S>                                     <C>      <C>      <C>      <C>     <C>       <C>      <C>      <C>      <C>
Cohen & Steers Reality Share, Inc.      15389.0  16314.0  16517.0  16219.0  16669.0  16268.0  16996.0  17910.0  18523.0
Nareit All Reit Index                   14394.0  14723.0  14935.0  14675.0  14515.0  14677.0  15645.0  16421.0  17173.0
Wilshire Real Estate Securities Index   12308.0  12585.0  12735.0  12542.0  12511.0  12558.0  13105.0  13726.0  14219.0
S&P 500                                 13526.0  13014.0  13068.0  13707.0  13704.0  15038.0  16474.0  17784.0  18854.0


</TABLE>





Past performance is not predictive of future performance. Your investment return
and principal value will fluctuate.  When shares are redeemed, they may be worth
more or less than the original cost.


 *   Commencement of Operations.
 
`D'  The Comparative indices are not adjusted to reflect expenses or other  fees
     that the SEC requires to be reflected in the Fund's performance. The Fund's
     performance  assumes the  reinvestment of all  dividends and distributions.
     The NAREIT Index of  All REITs is comprised  of 219 real estate  investment
     trusts.  The  Wilshire Real  Estate Securities  Index  is comprised  of 117
     companies operating in the  real estate industry  and includes REITs.  This
     index  does not include  REITs with investments  in health care facilities,
     which as a group  have produced investment returns  in recent years  higher
     than  the market as a whole. The  Fund invests in REITs with investments in
     health care facilities. The  S&P 500 Index is  an unmanaged list of  common
     stocks  that  is  frequently used  as  a  general measure  of  stock market
     performance. For more information,  including charges and expenses,  please
     read the prospectus carefully before you invest.
 
- --------------------------------------------------------------------------------
                                       5<PAGE>
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                       COHEN & STEERS REALTY SHARES, INC.

                            SCHEDULE OF INVESTMENTS
                               DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                                NUMBER             VALUE
                                                                               OF SHARES          (NOTE 1)
                                                                              -----------       ------------
<S>                                                                           <C>               <C>
EQUITIES                                                          95.73%
      APARTMENT                                                   23.94%
            Associated Estates Realty Corp..............................          610,400       $ 13,123,600
            Avalon Properties...........................................        1,005,500         21,618,250
            Camden Property Trust.......................................          655,000         15,638,125
            Charles E. Smith Residential Realty.........................          500,800         11,831,400
            Colonial Properties Trust...................................          596,000         15,198,000
            Columbus Realty Trust.......................................          546,400         10,586,500
            Equity Residential Properties Trust.........................          216,200          6,621,125
            Merry Land & Investment.....................................        1,066,000         25,184,250
            Oasis Residential...........................................          662,300         15,067,325
            Post Properties.............................................          833,400         26,564,625
            Security Capital Pacific Trust..............................          364,200          7,192,950
            Summit Properties...........................................          314,700          6,254,662
            United Dominion Realty Trust................................          996,100         14,941,500
                                                                                                ------------
                                                                                                 189,822,312
                                                                                                ------------
      HEALTH CARE                                                  7.15%
            Health Care Property Investors..............................          702,300         24,668,287
            Nationwide Health Properties................................          761,800         31,995,600
                                                                                                ------------
                                                                                                  56,663,887
                                                                                                ------------
      HOTEL                                                        4.81%
            *Bristol Hotel Co...........................................          126,600          3,085,875
            Felcor Suite Hotels.........................................          400,400         11,111,100
            Patriot American Hospitality................................          441,300         11,363,475
            Starwood Lodging Trust......................................          423,500         12,599,125
                                                                                                ------------
                                                                                                  38,159,575
                                                                                                ------------
      INDUSTRIAL                                                   8.05%
            Duke Realty Investments.....................................          491,200         15,411,400
            Liberty Property Trust......................................          778,700         16,158,025
            Security Capital Industrial Trust...........................          268,300          4,695,250
            Spieker Properties..........................................          489,300         12,293,663
            `D'Weeks Corp...............................................          609,400         15,311,175
                                                                                                ------------
                                                                                                  63,869,513
                                                                                                ------------
</TABLE>
 
                       See notes to financial statements.
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                                       6
 
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                       COHEN & STEERS REALTY SHARES, INC.

                     SCHEDULE OF INVESTMENTS -- (CONTINUED)
                               DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                                NUMBER             VALUE
                                                                               OF SHARES          (NOTE 1)
                                                                              -----------       ------------
<S>                                                                           <C>               <C>
      OFFICE                                                      12.11%
            Beacon Properties Corp......................................          487,500       $ 11,212,500
            Cali Realty Corp............................................          732,200         16,016,875
            Carr Realty Corp............................................          338,100          8,241,187
            Cousins Properties..........................................          931,700         18,866,925
            Crescent Real Estate Equities...............................          453,000         15,458,625
            Highwoods Properties........................................          531,100         15,003,575
            Reckson Associates Realty Corp..............................          383,100         11,253,563
                                                                                                ------------
                                                                                                  96,053,250
                                                                                                ------------
      SELF STORAGE                                                 2.34%
            Shurgard Storage Centers....................................          262,200          7,079,400
            Storage USA.................................................          351,900         11,480,737
                                                                                                ------------
                                                                                                  18,560,137
                                                                                                ------------
      SHOPPING CENTER                                             37.33%
         COMMUNITY CENTER                                         17.02%
            Bradley Real Estate.........................................          484,300          6,538,050
            Developers Diversified Realty Corp..........................          898,600         26,958,000
            Federal Realty Investment Trust.............................        1,205,500         27,425,125
            Kimco Realty Corp...........................................        1,207,200         32,896,200
            Price REIT, Series B........................................          386,500         10,725,375
            Sizeler Property Investors..................................          112,100            994,888
            Vornado Realty Trust........................................          784,000         29,400,000
                                                                                                ------------
                                                                                                 134,937,638
                                                                                                ------------
         FACTORY OUTLET CENTER                                     2.39%
            Chelsea GCA Realty..........................................          305,300          9,159,000
            HGI Realty..................................................           40,000            915,000
            `D'Tanger Factory Outlet Centers............................          356,200          8,905,000
                                                                                                ------------
                                                                                                  18,979,000
                                                                                                ------------
</TABLE>
 
                       See notes to financial statements.
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                                       7
 
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                       COHEN & STEERS REALTY SHARES, INC.

                     SCHEDULE OF INVESTMENTS -- (CONTINUED)
                               DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                                NUMBER             VALUE
                                                                               OF SHARES          (NOTE 1)
                                                                              -----------       ------------
<S>                                                                           <C>               <C>
         REGIONAL MALL                                            17.92%
            CBL & Associates Properties.................................          589,700       $ 12,825,975
            DeBartolo Realty Corp.......................................        1,609,400         20,922,200
            Glimcher Realty Trust.......................................        1,105,400         19,068,150
            `D'J.P. Realty..............................................          834,300         18,250,313
            Macerich Co.................................................          960,100         19,202,000
            Rouse Co....................................................        1,492,000         30,399,500
            Simon Property Group........................................          473,600         11,544,000
            Taubman Centers.............................................          724,700          7,247,000
            The Mills Corp..............................................          125,300          2,130,100
            Urban Shopping Centers......................................           26,200            560,025
                                                                                                ------------
                                                                                                 142,149,263
                                                                                                ------------
            TOTAL SHOPPING CENTER.......................................                         296,065,901
                                                                                                ------------
                  TOTAL EQUITIES (Identified cost $710,748,829).........                         759,194,575
                                                                                                ------------
</TABLE>

<TABLE>
<CAPTION>
 
                                                                                PRINCIPAL
                                                                                 AMOUNT
                                                                              ------------
<S>                                                                           <C>               <C>
COMMERCIAL PAPER                                                   3.48%
            General Electric Capital Corp., 5.20%, 1/2/96
               (Identified cost $27,645,007)...........................       $27,649,000         27,645,007
                                                                                                ------------
TOTAL INVESTMENTS (Identified cost $738,393,836)...............   99.21%                         786,839,582
OTHER ASSETS, LESS LIABILITIES.................................     .79%                           6,244,492
                                                                 ------                         ------------
NET ASSETS (Equivalent to $34.62 per share based on 22,907,765
   shares of capital stock outstanding)........................  100.00%                        $793,084,074
                                                                 ------                         ------------
                                                                 ------                         ------------
</TABLE>
 
- ------------
 
* This  security  did not  pay a  dividend  in 1995.  Dividends are  expected to
  commence in 1996.
 
`D' The Fund owns  5% or more  of this company's  outstanding voting  securities
    (Note 5).
 
                       See notes to financial statements.
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                                       8

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                       COHEN & STEERS REALTY SHARES, INC.

                      STATEMENT OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1995
 
<TABLE>
<S>                                                                                                  <C>
ASSETS:
      Investments in securities, at value (Identified cost $738,393,836) (Note 1)..................  $786,839,582
      Receivable for fund shares sold..............................................................     4,458,419
      Dividends receivable.........................................................................     4,982,953
      Receivable for investment securities sold....................................................       837,642
      Unamortized organization costs and other assets (Note 1).....................................        78,653
                                                                                                     ------------
            Total Assets...........................................................................   797,197,249
                                                                                                     ------------
LIABILITIES:
      Payable for investment securities purchased..................................................     2,759,549
      Payable to investment adviser................................................................       554,672
      Payable for fund shares redeemed.............................................................       381,140
      Payable to administrator.....................................................................       182,493
      Payable to custodian bank....................................................................        25,644
      Other liabilities............................................................................       209,677
                                                                                                     ------------
            Total Liabilities......................................................................     4,113,175
                                                                                                     ------------
NET ASSETS applicable to 22,907,765 shares of $.001 par value common stock
   outstanding (Note 4)............................................................................  $793,084,074
                                                                                                     ------------
                                                                                                     ------------
NET ASSET VALUE PER SHARE:
      ($793,084,074[div]22,907,765 shares outstanding).............................................  $      34.62
                                                                                                     ------------
                                                                                                     ------------
NET ASSETS consist of:
      Paid-in capital (Note 4).....................................................................  $736,108,375
      Accumulated net realized gain on investments.................................................     8,529,953
      Net unrealized appreciation on investments...................................................    48,445,746
                                                                                                     ------------
                                                                                                     $793,084,074
                                                                                                     ------------
                                                                                                     ------------
</TABLE>
 
                       See notes to financial statements.
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                                       9
 
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                       COHEN & STEERS REALTY SHARES, INC.

                            STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<S>                                                                                                   <C>
Investment Income:
      Dividend income...............................................................................  $39,748,746
      Interest income...............................................................................    2,050,938
                                                                                                      -----------
            Total Income............................................................................   41,799,684
                                                                                                      -----------
Expenses:
      Investment advisory fees (Note 2).............................................................    4,956,723
      Administrative and transfer agent fees (Note 2)...............................................    1,113,329
      Registration and filing fees..................................................................      192,366
      Custodian fees................................................................................      154,159
      Reports to shareholders.......................................................................      109,943
      Professional fees.............................................................................       99,483
      Directors' fees and expenses (Note 2).........................................................       29,000
      Amortization of organization expenses (Note 1)................................................       27,598
      Miscellaneous.................................................................................       83,192
                                                                                                      -----------
            Total Expenses..........................................................................    6,765,793
      Reduction of expenses (Notes 2 and 6).........................................................     (248,601)
                                                                                                      -----------
            Net Expenses............................................................................    6,517,192
                                                                                                      -----------
Net Investment Income...............................................................................   35,282,492
                                                                                                      -----------
Realized and Unrealized Gain (Loss) on Investments:
      Net realized loss on investments..............................................................   (5,735,142)
      Increase in unrealized appreciation on investments............................................   41,783,548
                                                                                                      -----------
            Net realized and unrealized gain on investments.........................................   36,048,406
                                                                                                      -----------
Net increase in net assets resulting from operations................................................  $71,330,898
                                                                                                      -----------
                                                                                                      -----------
</TABLE>
 
                       See notes to financial statements.
- --------------------------------------------------------------------------------
                                       10
 
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
                       COHEN & STEERS REALTY SHARES, INC.

                       STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                        YEAR ENDED          YEAR ENDED
                                                                     DECEMBER 31, 1995   DECEMBER 31, 1994
                                                                     -----------------   -----------------
 
<S>                                                                  <C>                 <C>
Change in Net Assets:
      From Operations:
            Net investment income..................................     $ 35,282,492        $ 18,529,456
            Net realized loss on investments.......................       (5,735,142)         (3,075,892)
            Increase in unrealized appreciation on investments.....       41,783,548           3,511,446
                                                                     -----------------   -----------------
                  Net increase in net assets resulting from
                     operations....................................       71,330,898          18,965,010
                                                                     -----------------   -----------------
      Dividends and Distributions From:
            Net investment income..................................      (25,186,847)        (12,475,826)
            Tax return of capital..................................       (9,488,813)         (6,053,363)
                                                                     -----------------   -----------------
                  Total distributions to shareholders..............      (34,675,660)        (18,529,189)
                                                                     -----------------   -----------------
      Capital Stock Transactions (Note 4):
            Increase in net assets from Fund share transactions....      298,330,768         294,184,084
                                                                     -----------------   -----------------
                  Total increase in net assets.....................      334,986,006         294,619,905
      Net Assets:
            Beginning of year......................................      458,098,068         163,478,163
                                                                     -----------------   -----------------
            End of year............................................     $793,084,074        $458,098,068
                                                                     -----------------   -----------------
                                                                     -----------------   -----------------
</TABLE>
 
                       See notes to financial statements.
- --------------------------------------------------------------------------------
                                       11

<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
                       COHEN & STEERS REALTY SHARES, INC.

                              FINANCIAL HIGHLIGHTS
 
     The  following  table  includes  selected  data  for  a  share  outstanding
throughout each  period  and  other performance  information  derived  from  the
Financial  Statements.  It  should be  read  in conjunction  with  the Financial
Statements and notes thereto.
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
                                                     -------------------------------------------------------
          PER SHARE OPERATING PERFORMANCE              1995         1994        1993       1992       1991*
- ---------------------------------------------------- --------     --------    --------    -------    -------
<S>                                                  <C>          <C>         <C>         <C>        <C>
Net asset value, beginning of period................ $  32.90     $  31.92    $  29.58    $ 26.55    $ 25.00
                                                     --------     --------    --------    -------    -------
Income from investment operations:
      Net investment income.........................     1.86         1.66        1.29       1.51       0.88
      Net realized and unrealized gains (losses) on
         investments................................     1.69         0.98        4.24       3.55       1.07
                                                     --------     --------    --------    -------    -------
            Total from investment operations........     3.55         2.64        5.53       5.06       1.95
                                                     --------     --------    --------    -------    -------
Less distributions from:
      Net investment income.........................    (1.33)       (1.09)      (1.27)     (1.80)     (0.40)
      Realized gains on investments.................     0.00         0.00       (1.64)     (0.18)      0.00
      In excess of net realized gains...............     0.00         0.00       (0.04)      0.00       0.00
      Tax return of capital.........................    (0.50)       (0.57)      (0.24)     (0.05)      0.00
                                                     --------     --------    --------    -------    -------
            Total distributions.....................    (1.83)       (1.66)      (3.19)     (2.03)     (0.40)
                                                     --------     --------    --------    -------    -------
Net asset value, end of period...................... $  34.62     $  32.90    $  31.92    $ 29.58    $ 26.55
                                                     --------     --------    --------    -------    -------
                                                     --------     --------    --------    -------    -------
- ------------------------------------------------------------------------------------------------------------
Total investment return`D'..........................    11.13%        8.31%      18.76%     20.09%      7.91%
                                                     --------     --------    --------    -------    -------
                                                     --------     --------    --------    -------    -------
- ------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
      Net assets, end of period (in millions)....... $793.084     $458.098    $163.478    $49.481    $24.434
                                                     --------     --------    --------    -------    -------
                                                     --------     --------    --------    -------    -------
      Ratio of expenses to average daily net
         assets(1)..................................     1.12%        1.14%       1.18%      1.25%      1.25%**
                                                     --------     --------    --------    -------    -------
                                                     --------     --------    --------    -------    -------
      Ratio of net investment income to average
         daily net assets(1)........................     6.05%        5.71%       4.57%      5.92%      7.48%**
                                                     --------     --------    --------    -------    -------
                                                     --------     --------    --------    -------    -------
      Portfolio turnover rate.......................    22.68%       39.00%      65.28%     14.81%     57.40%
                                                     --------     --------    --------    -------    -------
                                                     --------     --------    --------    -------    -------
</TABLE>
 
- ------------------------
 
*  For the period  July 2,  1991 (commencement  of operations)  to December  31,
   1991.
** Annualized.
`D' Total returns for periods of less than one year are not annualized.
(1) Net of expense reduction and fees waived. If such agreements had not been in
    effect, the expense and net investment income ratios would have been:
 
<TABLE>
<S>                                                  <C>          <C>         <C>         <C>        <C>
      Ratios (to average daily net assets):
            Expenses................................     1.16%        1.26%       1.35%      1.77%      1.94%**
                                                     --------     --------    --------    -------    -------
                                                     --------     --------    --------    -------    -------
            Net investment income...................     6.01%        5.59%       4.40%      5.40%      6.78%**
                                                     --------     --------    --------    -------    -------
                                                     --------     --------    --------    -------    -------
</TABLE>
 
                       See notes to financial statements.
- --------------------------------------------------------------------------------
                                       12
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
                       COHEN & STEERS REALTY SHARES, INC.

                         NOTES TO FINANCIAL STATEMENTS
 
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
 
     Cohen  & Steers Realty Shares, Inc. (the 'Fund') was incorporated under the
laws of the  State of Maryland  on April 26,  1991 and is  registered under  the
Investment  Company Act  of 1940,  as amended,  as an  open-end, non-diversified
management investment  company.  The  following  is  a  summary  of  significant
accounting  policies followed  by the Fund  in the preparation  of its financial
statements. The policies  are in conformity  with generally accepted  accounting
principles.  The  preparation of  the  financial statements  in  accordance with
generally accepted accounting principles  requires management to make  estimates
and  assumptions  that  affect  the  reported  amounts  and  disclosures  on the
financial statements. Actual results could differ from those estimates.
 
     Portfolio Valuation: Investment in  securities that are  listed on the  New
York  Stock Exchange are valued at the last sale price reflected at the close of
the New York Stock Exchange on the business day as of which such value is  being
determined.  If there has been no sale on such day, the securities are valued at
the mean of the closing bid and asked prices for the day.
 
     Securities not listed on  the New York Stock  Exchange but listed on  other
domestic  or foreign securities exchanges or admitted to trading on the National
Association of Securities Dealers Automated Quotations, Inc. ('NASDAQ') National
Market System are valued in a similar manner. Securities traded on more than one
securities exchange are valued at the last sale price on the business day as  of
which  such value is being  determined as reflected on the  tape at the close of
the exchange representing the principal market for such securities.
 
     Readily  marketable  securities  traded  in  the  over-the-counter  market,
including  listed securities whose primary market  is believed by the Adviser to
be over-the-counter, but excluding securities admitted to trading on the  NASDAQ
National  List, are valued  at the mean of  the current bid  and asked prices as
reported by  NASDAQ, the  National  Quotation Bureau  or such  other  comparable
sources  as the Directors  deem appropriate to reflect  their fair market value.
Where securities are traded on more than one exchange and also over-the-counter,
the securities  will generally  be  valued using  the  quotations the  Board  of
Directors believes reflect most closely the value of such securities.
 
     Commercial  paper instruments,  which have a  maturity value of  60 days or
less, are valued at amortized cost which approximates value.
 
     Security Transactions  and  Investment Income:  Security  transactions  are
recorded  on  trade date.  Realized  gains and  losses  on investments  sold are
recorded on  the basis  of  identified cost  for  accounting and  tax  purposes.
Interest income is recorded on the accrual basis. Dividend income is recorded on
the ex-dividend date.
 
     Dividends  and Distributions to Shareholders: Dividends from net investment
income are  declared and  paid  quarterly. Net  realized capital  gains,  unless
offset   by  any  available  capital   loss  carryforward,  are  distributed  to
shareholders  annually.  Distributions  to  shareholders  are  recorded  on  the
ex-dividend date.
 
- --------------------------------------------------------------------------------
                                       13
 
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
                       COHEN & STEERS REALTY SHARES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
     Distributions  will  automatically  be reinvested  in  full  and fractional
shares of the  Fund based  on the  net asset  value per  share at  the close  of
business  on the payable  date unless the  shareholder has elected  to have them
paid in cash.
 
     Dividends from net income and capital gain distributions are determined  in
accordance  with  U.S.  Federal Income  Tax  regulations which  may  differ from
generally accepted accounting  principles. During  the year  ended December  31,
1995,  the Fund decreased paid-in capital by $9,103,193, decreased undistributed
net investment income by $606,832  and increased accumulated net realized  gains
on  investments by $9,710,025. These differences  are primarily due to return of
capital distributions received by the Fund on portfolio securities.
 
     Federal Income  Taxes:  It is  the  policy of  the  Fund to  qualify  as  a
regulated  investment company, if such qualification  is in the best interest of
the shareholders, by  complying with  the requirements  of Subchapter  M of  the
Internal  Revenue  Code applicable  to  regulated investment  companies,  and by
distributing substantially  all of  its taxable  earnings to  its  shareholders.
Accordingly,  no provision  for federal  income or  excise tax  is necessary. At
December 31, 1995,  the Fund  had, for Federal  income tax  purposes, an  unused
capital  loss carryforward of  $4,139,954 to be  applied against future realized
gains, if any. If not applied, the  capital loss carryforward will expire in  as
follows, $2,310,026 in 2002 and $1,829,928 in 2003.
 
     Organization  Costs: All costs  incurred in connection  with organizing and
establishing the Fund  are being  amortized on  the straight-line  basis over  a
period of five years from the date on which the Fund commenced operations.
 
NOTE 2. INVESTMENT ADVISORY AND ADMINISTRATIVE FEES AND OTHER TRANSACTIONS WITH
        AFFILIATES
 
     Investment  Advisory  Fees: Cohen  & Steers  Capital Management,  Inc. (the
'Adviser') serves as  the Fund's  Investment Adviser pursuant  to an  investment
advisory  agreement (the 'Advisory Agreement'). Under  the terms of the Advisory
Agreement,  the  Adviser  provides  the  Fund  with  the  day-to-day  investment
decisions  and generally manages  the Fund's investments  in accordance with the
stated policies of the Fund, subject to  the supervision of the Fund's Board  of
Directors. For the services provided to the Fund, the Adviser receives a monthly
fee  in an amount equal to 1/12th of .85% of the average daily net assets of the
Fund (approximately .85% on  an annual basis). For  the year ended December  31,
1995, the Fund incurred $4,956,723 in advisory fees.
 
     The  Investment Adviser has agreed to reduce its fee and reimburse the Fund
for other expenses, to  the extent necessary to  comply with the most  stringent
state  expense limitation applicable to the Fund  in which the Fund's shares are
sold. The most stringent limitation requires the Adviser to reduce or  eliminate
its  fee to the extent that aggregate  operating expenses of the Fund (excluding
interest, taxes,  brokerage and  extraordinary expenses)  exceed 2  1/2% of  the
first  $30 million of average  annual net assets, 2% of  the next $70 million of
average annual net assets and 1 1/2%  of average annual net assets in excess  of
$100    million.   However,    the   Adviser    has   voluntarily    agreed   to
 
- --------------------------------------------------------------------------------
                                       14
 
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
                       COHEN & STEERS REALTY SHARES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

limit the total operating expenses of the Fund, excluding expenses listed above,
to an annual rate of  1.25% of the average annual  net assets of the Fund  until
December  31,  1995. For  the  year ended  December  31, 1995,  no  reduction of
expenses was required as a result of the limitation.
 
     Administrative Fees: The Fund has entered into an administrative  agreement
with  the Adviser and Chase Global  Funds Services Company ('CGFSC') under which
the Adviser performs certain administrative functions for the Fund and  receives
a  fee of .02%  of the Fund's  average daily net  assets. The Fund  has paid the
Adviser $61,772 in fees under this and prior administrative agreements. For  the
year ended December 31, 1995, CGFSC waived $117,113 of administrative fees.
 
     Directors' Fees: Certain directors of the Fund are also directors, officers
and/or  employees of the  Adviser. None of the  directors so affiliated received
compensation for their services as directors  of the Fund with the exception  of
out-of-pocket  expenses relating to attendance  at Board and committee meetings.
Similarly, none of the Fund's officers received compensation from the Fund. Fees
and related expenses  accrued for non-affiliated  directors totaled $29,000  for
the year ended December 31, 1995.
 
NOTE 3. PURCHASES AND SALES OF SECURITIES
 
     Purchases  and sales  of securities, excluding  short-term investments, for
the year  ended  December 31,  1995  aggregated $429,206,888  and  $124,350,500,
respectively.
 
     At  December 31, 1995, the cost and unrealized appreciation or depreciation
in value of the investments owned by  the Fund, as computed on a federal  income
tax basis, are as follows:
 
<TABLE>
<S>                                                                                      <C>
Aggregate cost.........................................................................  $725,607,336
                                                                                         ------------
Gross unrealized appreciation..........................................................  $ 72,742,979
Gross unrealized depreciaiton..........................................................  $(11,510,733)
                                                                                         ------------
Net unrealized appreciation............................................................  $ 61,232,246
                                                                                         ------------
                                                                                         ------------
</TABLE>
 
- --------------------------------------------------------------------------------
                                       15
 
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
                       COHEN & STEERS REALTY SHARES, INC.

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
NOTE 4. CAPITAL STOCK
 
     The  Fund  is  authorized to  issue  fifty million  (50,000,000)  shares of
capital stock, par value $.001 per share. The Board of Directors of the Fund may
increase or decrease  the aggregate number  of shares of  common stock that  the
Fund has authority to issue. Transactions in Fund shares were as follows:
 
<TABLE>
<CAPTION>
                                                    YEAR ENDED                   YEAR ENDED
                                                DECEMBER 31, 1995            DECEMBER 31, 1994
                                            --------------------------   --------------------------
                                              SHARES        AMOUNT         SHARES        AMOUNT
                                            ----------   -------------   ----------   -------------
<S>                                         <C>          <C>             <C>          <C>
Sold......................................  15,202,637   $ 499,162,840   13,553,253   $ 448,861,740
Issued as reinvestment of dividends.......     794,839      26,664,507      416,846      13,794,953
Redeemed..................................  (7,012,384)   (227,496,579)  (5,169,130)   (168,472,609)
                                            ----------   -------------   ----------   -------------
Net increase..............................   8,985,092   $ 298,330,768    8,800,969   $ 294,184,084
                                            ----------   -------------   ----------   -------------
                                            ----------   -------------   ----------   -------------
</TABLE>
 
NOTE 5. INVESTMENT IN AFFILIATES
 
     The market value of investments in affiliates (as defined in the Investment
Company Act of 1940, 'Affiliated Companies' are those which the Fund holds 5% or
more  of  the outstanding  voting securities)  at  December 31,  1995 aggregated
$42,466,488. The Fund earned $1,855,060 on dividend income from its  investments
in affiliates.
 
NOTE 6. DIRECTED BROKERAGE ARRANGEMENTS
 
     The  Adviser has  directed certain portfolio  trades to brokers  who paid a
portion of the Fund's expenses. For the year ended December 31, 1995, the Fund's
expenses were reduced by $131,488 under this arrangement.
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
                       COHEN & STEERS REALTY SHARES, INC.

                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To The Shareholders and Board of Directors of
Cohen & Steers Realty Shares, Inc:
 
     We  have  audited the  accompanying  statement of  assets  and liabilities,
including the schedule of investments, of Cohen & Steers Realty Shares, Inc., as
of December 31, 1995, and the related statement of operations for the year  then
ended,  the statement of changes in net assets  for each of the two years in the
period then ended, and the  financial highlights for each  of the four years  in
the  period then  ended and for  the period  from July 2,  1991 (commencement of
operations) to  December  31, 1991.  These  financial statements  and  financial
highlights  are the responsibility of  the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial  highlights
based on our audits.
 
     We  conducted  our audits  in accordance  with generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements. Our  procedures  included confirmation  of  securities owned  as  of
December  31, 1995  by correspondence with  the custodian and  brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well  as  evaluating the  overall  financial  statement
presentation.  We believe  that our  audits provide  a reasonable  basis for our
opinion.
 
     In our opinion, the financial statements and financial highlights  referred
to  above present  fairly, in all  material respects, the  financial position of
Cohen & Steers Realty Shares, Inc. as  of December 31, 1995, the results of  its
operations  for the year then  ended, the changes in its  net assets for each of
the two years in the period then ended, and the financial highlights for each of
the four years in  the period then ended  and for the period  from July 2,  1991
(commencement  of operations) to December 31, 1991, in conformity with generally
accepted accounting principles.

                                                       COOPERS & LYBRAND L.L.P.
 
New York, New York
February 8, 1996
 
- --------------------------------------------------------------------------------
                                       17
 
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
                       COHEN & STEERS REALTY SHARES, INC.
 
                      [This page intentionally left blank]
 
- --------------------------------------------------------------------------------
                                       18
 
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
                       COHEN & STEERS REALTY SHARES, INC.
 
<TABLE>
<S>                                                        <C>
OFFICERS AND DIRECTORS                                     KEY INFORMATION
 
 Robert H. Steers                                          INVESTMENT ADVISER
 Director and Chairman                                     Cohen & Steers Capital Management, Inc.
                                                           757 Third Avenue
 Martin Cohen                                              New York, NY 10017
 Director and President                                    (212) 832-3232
                                                           
 Gregory C. Clark                                          FUND ADMINISTRATOR AND TRANSFER AGENT
 Director                                                  Chase Global Funds Services Co.
                                                           73 Tremont Street
 George Grossman                                           Boston, MA 02108
 Director                                                  (800) 437-9912
                                                           
 Jeffrey H. Lynford                                        CUSTODIAN
 Director                                                  The Chase Manhattan Bank, N.A.
                                                           770 Broadway
 Elizabeth O. Reagan                                       New York, NY 10003
 Vice President                                            
                                                           LEGAL COUNSEL
                                                           Dechert Price & Rhoads
                                                           477 Madison Avenue
                                                           New York, NY 10022
                                                           NASDAQ Symbol: CSRSX

                                                           Net asset value (NAV)  can be found  in the daily  mutual
                                                           fund  listings  in the  financial  section of  most major
                                                           newspapers  under  the  Fund's  abbreviation   'C&SRlty'.

                                                           This  report  is authorized  for  delivery to  other than
                                                           shareholders of Cohen &  Steers Realty Shares, Inc.  only
                                                           when  accompanied  or  preceded  by  the  delivery  of  a
                                                           currently effective prospectus  setting forth details  of
                                                           the Fund.
</TABLE>
 
- --------------------------------------------------------------------------------
                                       19


<PAGE>
<PAGE>


                                 COHEN & STEERS
                                 REALTY SHARES
                                 757 THIRD AVENUE
                                 NEW YORK, N.Y. 10017

                                 FIRST CLASS MAIL
                                 U.S. POSTAGE
                                 PAID
                                 BOSTON, MA
                                 PERMIT NO. 56712

                                 COHEN & STEERS
                                 REALTY SHARES

                                 ANNUAL REPORT
                                 DECEMBER 31, 1995


                              STATEMENT OF DIFFERENCES
                              ------------------------

The dagger symbol shall be expressed as `D'
The division sign shall be expressed as [div]



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