FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DERECHIN ADAM M   2. Issuer Name and Ticker or Trading Symbol COHEN & STEERS INC [CNS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) Chief Operating Officer, EVP (Last) (First) (Middle) 280 PARK AVENUE, 10TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2013 (Street) NEW YORK, NY 10017 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/31/2013   A   25,554 (1) A $ 0 456,301 D   Common Stock 01/31/2013   F   10,161 (2) D $ 32.7 446,140 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DERECHIN ADAM M 280 PARK AVENUE, 10TH FLOOR NEW YORK, NY 10017			Chief Operating Officer, EVP

Signatures

Salvatore Rappa, Attorney-in-Fact		02/01/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 13,781 restricted stock units (RSUs) mandatorily deferred by CNS from the reporting persons annual incentive performance bonus. Dividends paid on CNS common stock are reflected in additional RSUs on such deferred RSUs. The deferred RSUs vest ratably over four years, and the dividend RSUs vest on the fourth anniversary of the grant. Also includes 3,028 RSUs voluntarily deferred by the reporting person from his annual incentive performance bonus, plus 757 RSUs granted to him as a company match on such deferral. Dividends paid on CNS common stock are reflected in additional RSUs on such deferred and matching RSUs. The deferred RSUs are immediately vested (but delivered on the third anniversary of grant) and the matching and accrued dividend RSUs vest and are delivered on the third anniversary of the grant. Also includes 7,988 RSUs that generally vest over four years.
(2)	Represents the withholding by Cohen & Steers of a sufficient number of shares of common stock to satisfy the reporting person's tax obligations upon the vesting and delivery of previously reported restricted stock units.

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