[Letterhead of Simpson Thacher & Bartlett]


                                                           October 13, 2004


            Re:      Cohen & Steers REIT and Preferred Income Fund, Inc.,
                     (File Nos. 333-113018 and 811-21326)

VIA ELECTRONIC TRANSMITTAL

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C.  20549
Attn: Filing Desk

Dear Sir/Madam:

         Pursuant to Rule 497(h) under the Securities Act of 1933, as amended
and on behalf of Cohen & Steers REIT and Preferred Income Fund, Inc. (the
"Fund"), we transmit for filing with the Securities and Exchange Commission (the
"Commission") the Fund's form of prospectus that discloses the information
previously omitted from the prospectus filed with the Commission as part of the
Fund's effective Registration Statement on Form N-2 (File Nos. 333-113018 and
811-21326) on October 6, 2004.

         Please direct any comments to the undersigned at (212) 455-3205.

                                          Sincerely,

                                          /s/ Jon Gray

                                          Jon Gray

Enclosures

cc:      Keith O'Connell (Securities and Exchange Commission)
         Sarah E. Cogan, Esq.
         Lawrence B. Stoller, Esq.
         Leonard Mackey, Esq.
         Lee Miller, Esq.