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 [X]
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 25, 2000

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

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, 20th Floor, New York, New
York 10017, on April 25, 2000 at 10:00 a.m., for the following purposes, all of
which are more fully described in the accompanying Proxy Statement dated
March 15, 2000:

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 PricewaterhouseCoopers LLP as
independent certified public accountants of the Fund for its fiscal year
ending December 31, 2000; 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 10, 2000 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

ROBERT H. STEERS
Secretary

New York, New York
March 15, 2000

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

PAGE
----

Introduction................................................ 1
Proposal One: Election of Directors......................... 2
Proposal Two: Ratification or Rejection of Selection of
Independent Certified Public Accountants.................. 5
Certain Information Regarding the Adviser and the
Administrator............................................. 5
Officers of the Fund........................................ 5
Submission of Proposals for the Next Annual Meeting of
Stockholders.............................................. 6
Other Matters............................................... 6
Votes Required.............................................. 6

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 25, 2000

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

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, 20th Floor, New York, New York 10017, on April 25, 2000
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 15, 2000.

The presence in person or by proxy of the holders of record of one-half 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 10, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting. The outstanding voting shares of the Fund as of
March 10, 2000 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 PricewaterhouseCoopers LLP as the
Fund's independent certified public accountants for its fiscal year ending
December 31, 2000. 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) 330-REIT, 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 2003. 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 2000. 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:

APPROXIMATE
NUMBER
OF SHARES
YEAR YEAR TERM BENEFICIALLY OWNED
NAME, POSITIONS AND OFFICES WITH THE FUND, FIRST AS DIRECTOR DIRECTLY OR
AGE, PRINCIPAL OCCUPATIONS DURING BECAME A WILL INDIRECTLY AS OF
THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS DIRECTOR EXPIRE DECEMBER 31, 1999
------------------------------------------- -------- ------ -----------------

Gregory C. Clark*...................................... 1993 2002 3,000
Director, 53. Director, Cohen & Steers Realty Income
Fund, Inc. ('RIF'), Cohen & Steers Realty Shares, Inc.
('CSR'), Cohen & Steers Institutional Realty Shares,
Inc. ('CSIR'), Cohen & Steers Special Equity Fund, Inc.
('CSS'), and Cohen & Steers Equity Income Fund, Inc.
('CSI'). President of Wellspring Management Group,
Inc. Mr. Clark's address is 376 Mountain Laurel Drive,
Aspen, Colorado.

(table continued on next page)

(table continued from previous page)

Martin Cohen** ........................................ 1993 2001 38,578'DD'
Director, President and Treasurer, 51. Director, RIF,
CSR, CSIR, CSS and CSI. President of Cohen & Steers
Capital Management, Inc., the Fund's Investment
Adviser, since 1986. Mr. Cohen's address is 757 Third
Avenue, New York, New York.
George Grossman* ...................................... 1993 2003'D' 1,000
Director, 46. Attorney at law. Director, RIF, CSR,
CSIR, CSS and CSI. Mr. Grossman's address is 17 Elm
Place, Rye, New York.
Jeffrey H. Lynford* ................................... 1993 2001 1,000
Director, 52. Director, RIF, CSR, CSIR, CSS and CSI.
Chairman of Wellsford Real Properties, Inc. since
1997, and Chairman of Wellsford Residential Property
Trust from 1992 to May 1997. Mr. Lynford is also a
Trustee of Equity Residential Properties Trust and an
Emeritus Trustee of the National Trust for Historic
Preservation. Mr. Lynford's address is 535 Madison
Avenue, New York, New York.
Willard H. Smith, Jr.* ................................ 1996 2002 500
Director, 63. Director, RIF, CSR, CSIR, CSS and CSI.
Board member of Essex Property Trust, Inc., Highwoods
Properties, Inc., Realty Income Corporation, Willis
Lease Finance Corporation and Crest Net Lease Inc.
Managing director at Merrill Lynch & Co., Equity
Capital Markets Division from 1983 to 1995. Mr.
Smith's address is 5208 Renaissence Avenue, San
Diego, CA.
Robert H. Steers** .................................... 1993 2003'D' 18,458'DD'
Director, Chairman and Secretary, 47. Director, RIF,
CSR, CSIR, CSS and CSI. 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.

- ---------

* 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.

'DD' Includes 13,578 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, 1999, 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, 1999 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, 1999,
such fees and expenses paid by the Fund totaled $32,703.

As of March 10, 2000, 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,
1999. 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 to Directors by Fund Complex,' the compensation paid to each
director represents the five funds that each director served in the fund complex
during 1999. The Directors do not receive any pension or retirement benefits
from the Fund Complex.

COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 1999

TOTAL
AGGREGATE COMPENSATION
COMPENSATION PAID TO
FROM DIRECTORS BY
NAME OF PERSON, POSITION REGISTRANT FUND COMPLEX
------------------------ ---------- ------------

Gregory C. Clark*, Director................................. $7,500 $37,500
Martin Cohen**, Director and President...................... $ 0 $ 0
George Grossman*, Director.................................. $7,500 $37,500
Jeffrey H. Lynford*, Director............................... $7,000 $37,500
Willard H. Smith*, Director................................. $7,500 $37,500
Robert H. Steers**, Director and Chairman................... $ 0 $ 0

- ---------

* 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.

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

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the Securities Exchange Act of 1934 (the 'Exchange Act') and Section 30(h) of
the 1940 Act, as applied to the Fund, require the Fund's officers, Directors and
investment adviser, affiliates of the investment adviser, and persons who
beneficially own more than 10% of a registered class of the Fund's outstanding
securities ('Reporting Persons') to file reports of ownership of the Fund's
securities and changes in such ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Such

persons are required by Securities and Exchange Commission regulations to
furnish the fund with copies of all such filings.

Based solely upon its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end reports
were required for those persons, the Fund believes that during the fiscal year
ended December 31, 1999, all filing requirements applicable to its Reporting
Persons were met.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND VOTE FOR
THE ELECTION OF EACH 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 PricewaterhouseCoopers LLP, independent certified public
accountants, to audit the accounts of the Fund for the fiscal year ending
December 31, 2000. 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 9, 2000. PricewaterhouseCoopers LLP 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
PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP 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 PRICEWATERHOUSECOOPERS LLP 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 Road 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 and Treasurer (see Proposal One, 'Election of
Directors,' at page 3 for biographical information).

Elizabeth O. Reagan, Vice President, age 37, joined the Adviser in 1987, and
has been Senior Vice President since 1996 and prior to that a Vice President
since 1990.

Adam Derechin, Vice President and Assistant Treasurer, age 35, joined the
Advisor in 1993 and has been a Senior Vice President since 1998 and prior to
that was a Vice President since 1995.

Lawrence B. Stoller, Assistant Secretary, age 36, joined the Advisor in 1999
as Senior Vice President and General Counsel. For the five years prior to that
time, he was Associate General Counsel at Neuberger Berman Management Inc.
(1998-1999) and Assistant General Counsel of The Dreyfus Corporation
(1995-1998).

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 November 17, 2000 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-half of the
outstanding shares is required to constitute a quorum at the Meeting. The
election of the Directors, 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 majority of the votes cast 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 Directors and for the other proposals.

By order of the Board of Directors,

ROBERT H. STEERS

ROBERT H. STEERS
Secretary

March 15, 2000
New York, New York

APPENDIX 1

COHEN & STEERS TOTAL RETURN REALTY FUND, INC

757 THIRD AVENUE
NEW YORK, NEW YORK 10017

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Revoking any such prior appointments, the undersigned appoints Martin Cohen
and Robert H. Steers (or, if only one shall act, then that one) proxies with
the power of substitution to vote all the common stock of Cohen & Steers
Total Return Realty Fund, Inc. (the "Fund") registered in the name of the
undersigned at the Annual Meeting of Stockholders to be held at the
offices of Cohen & Steers Capital Management, Inc., 757 Third Avenue,
New York 10017 on April 25, 2000 at 10:00 a.m., and at any adjournments
thereof.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.

Please sign exactly as your name(s) appear(s) on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one
name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------- ---------------------------
- -------------------------- ---------------------------
- -------------------------- ---------------------------

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ---------------------------------------------
COHEN & STEERS TOTAL RETURN REALTY FUND, INC.
- ---------------------------------------------

Mark box at right if an address change or comment has been noted on [ ]
the reverse side of this card.

1. Election of Directors

GREGORY GROSSMAN
ROBERT H. STEERS

FOR ALL FOR ALL
NOMINEES WITHHOLD EXCEPT
[ ] [ ] [ ]

NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME OF THE NOMINEE.
YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE.

2. To ratify the appointment of Pricewaterhouse Coopers LLP as independent
Certified Public Accountants of the Fund for the fiscal year ending
December 31, 2000.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. To transact such other business as may properly come before the meeting.

Please be sure to sign and date this Proxy.

- ----------------------------------------
Date

- ----------------------------------------
Stockholder sign here

- ----------------------------------------
Co-owner sign here

THE SHARES OF COMMON STOCK REPRESENTED BY THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATIONS MADE ABOVE. IF NO SPECIFICATIONS ARE MADE,
SUCH SHARES WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND
FOR PROPOSAL 2.

STATEMENT OF DIFFERENCES

The dagger symbol shall be expressed as....................................'D'
The double dagger symbol shall be expressed as............................'DD'