COHEN & STEERS TOTAL RETURN REALTY FUND INC, DEF 14A, 1997-04-02

COHEN & STEERS TOTAL RETURN REALTY FUND INC
DEF 14A, 1997-04-02

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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 [ ]
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 TOTAL RETURN REALTY 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:

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

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

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1997

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

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

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
'Meeting') of Cohen & Steers Total Return Realty Fund, Inc. (the 'Fund') will be
held at the offices of the Fund, 757 Third Avenue, 27th Floor, New York, New
York 10017, on April 24, 1997 at 10:00 a.m., for the following purposes, all of
which are more fully described in the accompanying Proxy Statement dated March
18, 1997:

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 Coopers & Lybrand L.L.P. as
independent certified public accountants of the Fund for its fiscal year
ending December 31, 1997; 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 11, 1997 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, 1997

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.

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........... 4
Certain Information Regarding the Adviser and the Administrator............................................ 5
Officers of the Fund....................................................................................... 5
Submission of Proposals for the Next Annual Meeting of Stockholders........................................ 5
Other Matters.............................................................................................. 5
Votes Required............................................................................................. 6
</TABLE>

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

------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1997

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

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Cohen & Steers Total Return
Realty 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, 27th Floor, New York, New York 10017, on April 24, 1997
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, 1997.

The presence in person or by proxy of the holders of record of one-third 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 11, 1997 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 11, 1997 consisted of 7,399,100 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 Director and for the ratification of the selection of Coopers &
Lybrand L.L.P. as the Fund's independent certified public accountants for its
fiscal year ending December 31,

1997. 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) 426-5523 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
George Grossman and Robert H. Steers, who, if, elected, will serve for a term to
expire in 2000. 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 April 27, 1994, 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 1997. 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. Grossman, Mr. Steers, and the other
members of the Board of Directors is set forth as follows:

(table continued on next page)

(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, 1996
- --------------------------------------------------------------------- -------- ----------- ------------------
<S> <C> <C> <C>
George Grossman* .................................................... 1993 2000`D' 0
Director, 43. Attorney at law. Director, CSRI and CSRS. Mr.
Grossman's address is 17 Elm Place, Rye, New York.
Jeffrey H. Lynford* ................................................. 1993 1998 1,000
Director, 49. Director, CSRI and CSRS. Chairman of Wellsford
Residential Property Trust since 1992 and Chairman of Wellsford
Group, Inc. since 1986. Mr. Lynford is also 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 1999 500
Director, 60, Director, CSRI and CSRS. 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** .................................................. 1993 2000`D' 12,060`D'`D'
Director and Chairman, 44. Director, CSRI and CSRS. 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 7,100 shares owned beneficially and of record by Cohen & Steers
Capital Management, Inc., the Fund's investment adviser.

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

During the Fund's fiscal year ended December 31, 1996, 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, 1996 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, 1996,
such fees and expenses paid by the Fund totaled $30,500.

As of March 11, 1997 the Directors and officers of the Fund as a group
owned less than 1% 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,
1996. 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 From Registrant and Fund Complex Paid to Directors,' the
number in parentheses indicates the total number of boards in the fund complex
on which the Director serves.

COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS ESTIMATED TOTAL
AGGREGATE ACCRUED AS ANNUAL COMPENSATION FROM
COMPENSATION PART OF BENEFITS REGISTRANT AND
FROM FUND UPON FUND COMPLEX PAID
NAME OF PERSON, POSITION REGISTRANT EXPENSES RETIREMENT TO DIRECTORS
- ------------------------------------------------------ ------------ ----------- ----------- -----------------
<S> <C> <C> <C> <C>
Gregory C. Clark*, Director........................... $7,500 N/A N/A $22,500(3)
Martin Cohen**, Director and President................ $ 0 N/A N/A $ 0(3)
George Grossman*, Director............................ $7,500 N/A N/A $22,500(3)
Jeffrey H. Lynford*, Director......................... $7,500 N/A N/A $22,500(3)
Willard H. Smith*, Director........................... $5,625 N/A N/A $16,875(3)
Robert H. Steers**, Director and Chairman............. $ 0 N/A N/A $ 0(3)
</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.

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

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND VOTE
FOR THE ELECTION OF THE 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 Coopers & Lybrand L.L.P., independent certified public
accountants, to audit the accounts of the Fund for the fiscal year ending
December 31, 1997. 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 12, 1997. Coopers & Lybrand L.L.P. has audited the
accounts of the Fund since prior to the Fund's commencement of business on
September 24, 1993 and does not have any direct financial interest or any
material indirect financial interest in the Fund. A representative of Coopers &
Lybrand L.L.P. 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 Coopers & Lybrand L.L.P.
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 COOPERS & LYBRAND L.L.P. 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 September 17, 1993. 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. Princeton Administrators L.P., with offices at
500 College Rd East, Princeton, New Jersey 08540, 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.

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

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

Elizabeth O. Reagan, Vice President, age 34, joined the Adviser in 1987,
and has been Senior Vice President since 1996 and prior to that a Vice President
since 1990.

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 December 15, 1997 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-third of the
outstanding shares is required to constitute a quorum at the Meeting. The
election of the Director, 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 vote of the holders of a majority of the Fund's
shares present 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, 1997
New York, New York

STATEMENT OF DIFFERENCES
The dagger symbol shall be expressed as.....`D'