Exhibit 10(a)(2)(ii)


         I, Martin Cohen, certify that:

         1.   I have reviewed this report on Form N-CSR of Cohen & Steers
              Institutional Realty Shares, Inc.;

         2.   Based on my knowledge, this report does not contain any untrue
              statement of a material fact or omit to state a material fact
              necessary to make the statements made, in light of the
              circumstances under which such statements were made, not
              misleading with respect to the period covered by this report;

         3.   Based on my knowledge, the financial statements, and other
              financial information included in this report, fairly present in
              all material respects the financial condition, results of
              operations, changes in net assets, and cash flows (if the
              financial statements are required to include a statement of cash
              flows) of the registrant as of, and for, the periods presented in
              this report;

         4.   The registrant's other certifying officer and I are responsible
              for establishing and maintaining disclosure controls and
              procedures (as defined in Rule 30a-3(c) under the Investment
              Company Act of 1940) and internal control over financial reporting
              (as defined in Rule 30a-3(d) under the Investment Company Act of
              1940) for the registrant and have:

              (a) designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

              (b) designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

              (c) evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures as of a date within 90 days prior to the filing
                  date of this report based on such evaluation; and

              (d) disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal half-year (the
                  registrant's second fiscal half-year in the case of an annual
                  report)










                  that has materially affected, or is reasonably likely to
                  materially affect, the registrant's internal control over
                  financial reporting; and

         5.   The registrant's other certifying officer and I have disclosed to
              the registrant's auditors and the audit committee of the
              registrant's board of directors (or persons performing the
              equivalent functions):

              (a) all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

              (b) any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


              Date: August 19, 2003

                                              /s/ Martin Cohen
                                              ----------------
                                              Martin Cohen
                                              President, Treasurer and principal
                                              financial officer