AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                              COHEN & STEERS, INC.
 
          The present name of the corporation is Cohen & Steers, Inc. The
corporation was incorporated under the name "Cohen & Steers Capital Management
Holdings, Inc." by the filing of its original Certificate of Incorporation with
the Secretary of State of the State of Delaware on March 17, 2004. This Amended
and Restated Certificate of Incorporation of the corporation, which both
restates and further amends the provisions of the corporation's Certificate of
Incorporation, was duly adopted in accordance with the provisions of Sections
242 and 245 of the General Corporation Law of the State of Delaware. The
Certificate of Incorporation of the corporation is hereby amended and restated
to read in its entirety as follows:
 
          FIRST: The name of the corporation is Cohen & Steers, Inc.
 
          SECOND: The registered office of the corporation in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware 19801, New Castle County;
and the name of the corporation's registered agent at such address is The
Corporation Trust Company.
 
          THIRD: The purposes of the corporation are to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
 
          FOURTH: (1) The total number of shares of all classes of stock which
the corporation shall have authority to issue is 550,000,000, consisting of (i)
50,000,000 shares of Preferred Stock, par value $.01 per share ("Preferred
Stock"), and (ii) 500,000,000 shares of Common Stock, par value $.01 per share
("Common Stock"). The number of authorized shares of any of the Common Stock or
the Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority in voting power of the stock of the corporation entitled to vote
thereon irrespective of the provisions of Section 242(b)(2) of the General
Corporation Law of the State of Delaware (or any successor provision thereto),
and no vote of the holders of any of the Common Stock or the Preferred Stock
voting separately as a class shall be required therefor.
 
          (2) The Board of Directors is hereby expressly authorized, by
resolution or resolutions, to provide, out of the unissued shares of Preferred
Stock, for series of Preferred Stock and, with respect to each such series, to
fix the number of shares constituting such series and the designation of such
series, the voting powers (if any) of the shares of such series, and the powers,
preferences and relative, participating, optional or other special rights, if
any, and any qualifications, limitations or restrictions thereof, of the shares
of such series. The powers, preferences and relative, participating, optional
and other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding.
 
          (3) (a) Each holder of Common Stock, as such, shall be entitled to one
vote for each share of Common Stock held of record by such holder on all matters
on which stockholders
 
 
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generally are entitled to vote; provided, however, that, to the fullest extent
permitted by law, holders of Common Stock, as such, shall have no voting power
with respect to, and shall not be entitled to vote on, any amendment to this
Amended and Restated Certificate of Incorporation (including any certificate of
designations relating to any series of Preferred Stock) that relates solely to
the terms of one or more outstanding series of Preferred Stock if the holders of
such affected series are entitled, either separately or together with the
holders of one or more other such series, to vote thereon pursuant to this
Amended and Restated Certificate of Incorporation (including any certificate of
designations relating to any series of Preferred Stock) or pursuant to the
General Corporation Law of the State of Delaware.
 
          (b) Except as otherwise required by law, holders of a series of
Preferred Stock, as such, shall be entitled only to such voting rights, if any,
as shall expressly be granted thereto by this Amended and Restated Certificate
of Incorporation (including any certificate of designations relating to such
series).
 
          (c) Subject to applicable law and the rights, if any, of the holders
of any outstanding series of Preferred Stock or any class or series of stock
having a preference over or the right to participate with the Common Stock with
respect to the payment of dividends, dividends may be declared and paid on the
Common Stock at such times and in such amounts as the Board of Directors in its
discretion shall determine.
 
          (d) Upon the dissolution, liquidation or winding up of the
corporation, subject to the rights, if any, of the holders of any outstanding
series of Preferred Stock or any class or series of stock having a preference
over or the right to participate with the Common Stock with respect to the
distribution of assets of the corporation upon such dissolution, liquidation or
winding up of the corporation, the holders of the Common Stock, as such, shall
be entitled to receive the assets of the corporation available for distribution
to its stockholders ratably in proportion to the number of shares held by them.
 
          FIFTH: The Board of Directors shall be authorized to make, amend,
alter, change, add to or repeal the By-Laws of the corporation in any manner not
inconsistent with the laws of the State of Delaware, subject to the power of the
stockholders to amend, alter, change, add to or repeal the By-Laws made by the
Board of Directors.
 
          SIXTH: Except as otherwise provided by the General Corporation Law of
the State of Delaware as the same exists or may hereafter be amended, to the
fullest extent permitted by law, no director of the corporation shall be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director. Any amendment, modification or
repeal of this Article SIXTH shall not adversely affect any right or protection
of a director of the corporation existing at the time of such amendment,
modification or repeal.
 
          SEVENTH: (1) The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors with the exact number
of directors to be determined from time to time by resolution adopted by
affirmative vote of a majority of the Board of Directors.
 
 
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          (2) Notwithstanding the foregoing, whenever the holders of any one or
more series of Preferred Stock issued by the corporation shall have the right,
voting separately as a series or separately as a class with one or more such
other series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, removal, filling of vacancies and
other features of such directorships shall be governed by the terms of this
Amended and Restated Certificate of Incorporation (including any certificate of
designations relating to any series of Preferred Stock) applicable thereto.
 
          (3) Unless and except to the extent that the By-Laws of the
corporation shall so require, the election of the directors of the corporation
need not be by written ballot.
 
          EIGHTH: Except as otherwise required by law and subject to the rights
of the holders of any series of Preferred Stock, special meetings of
stockholders of the corporation may be called only by the Chief Executive
Officer or, if applicable, the co-Chief Executive Officers of the corporation or
by the Board of Directors pursuant to a resolution approved by the Board of
Directors. The books of the corporation may be kept outside the State of
Delaware at such place or places as may be designated by the Board of Directors
or in the By-Laws of the corporation.
 
 
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     IN WITNESS WHEREOF, Cohen & Steers, Inc. has caused this certificate to be
signed by ________________, its ________________ this ____ day of _____________,
2004.
 
                                        COHEN & STEERS, INC.
 
 
                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:
 
 
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