<PAGE>
SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, NY 10017
April 27, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Filing Desk
Re: Cohen & Steers Realty Shares, Inc.
(Registration Statement File Nos. 33-40215; 811-6302)
Ladies and Gentlemen:
On behalf of Cohen & Steers Realty Shares, Inc. (the "Company"), and
pursuant to Rule 497(j) of the Securities Act of 1933, as amended, we hereby
certify that the definitive forms for the Company's Prospectus and Statement of
Additional Information, each dated May 1, 2000, that would have been filed on
behalf of the Company in accordance with Rule 497(c) do not differ from those
contained in the most recent amendment to the Company's Registration Statement
on Form N-1A, the text of which was filed electronically with the Securities and
Exchange Commission on April 25, 2000.
Any questions or communications should be directed to Brynn D. Peltz or
Michael S. Shim of this firm at 212-455-2210 or 212-455-2204, respectively.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
cc: Lawrence B. Stoller, Esq.
Sarah E. Cogan, Esq.
