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U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer: COHEN & STEERS REALTY SHARES, INC.
757 THIRD AVENUE
NEW YORK, NY 10017
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2. Name of each series or class of funds for which this notice is filed:
SHARES OF CAPITAL STOCK, PAR VALUE $0.001
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3. Investment Company Act File Number: 811-6302
Securities Act File Number: 33-40215
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4. Last day of fiscal year for which this notice is filed: DECEMBER 31, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A, 6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
NONE
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
NONE
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9. Number and aggregate sale price of securities sold during the fiscal year:
SHARES: 28,020,205 PRICE: $1,072,865,893
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
SHARES: 28,020,205 PRICE: $1,072,865,893
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see Instruction
b.7):
SHARES: 1,840,925 PRICE: $74,067,867
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12. Calculation of registration fee:
(I) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10): $1,072,865,893
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 74,067,867
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(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 281,547,217
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(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2(if applicable): + 0
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(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i),
plus line (ii), less line (iii), plus line (iv)]
if applicable: $ 865,386,543
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
instruction C.6): X 1 / 3,300
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(vii) Fee due [line (I) or line (v) multiplied by line (vi)]: $ 262,238.35
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 21, 1997
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* ROBERT H. STEERS, CHAIRMAN OF THE BOARD
ROBERT H. STEERS, CHAIRMAN OF THE BOARD
Date: FEBRUARY 21, 1997
*Please print the name and title of the signing officer below the signature.
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[LETTERHEAD OF DECHERT PRICE & RHOADS]
February 19, 1997
Cohen & Steers Realty Shares, Inc.
757 Third Avenue
New York, New York 10017
Ladies and Gentlemen:
As counsel for Cohen & Steers Realty Shares, Inc. (the "Fund")
during the fiscal year ended December 31, 1996, we are familiar with the Fund's
registration under the Investment Company Act of 1940 and with the registration
statement relating to its Shares of Common Stock (the "Shares") under the
Securities Act of 1933 (File No. 33-40215) (the "Registration Statement"). We
have also examined such other corporate records, agreements, documents and
instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares sold
at the public offering price and delivered by the Fund against receipt of the
net asset value of the Shares in compliance with the terms of the Registration
Statement and the requirements of applicable law during the Fund's fiscal year
ended December 31, 1996, were, when sold, duly and validly authorized, legally
and validly issued, and fully paid and non-assessable.
We consent to the filing of this opinion in connection with the
Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940 for the
fiscal year ended December 31, 1996 to be filed on behalf of the Fund with the
Securities and Exchange Commission.
Very truly yours,
\s\ Dechert Price & Rhoads
