<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>4
<FILENAME>ex99-2d2.txt
<DESCRIPTION>EXHIBIT 99.2(D)(II)
<TEXT>


<PAGE>


CERTIFICATE NUMBER                                              NUMBER OF SHARES


                                                                  2,800
-------------                                                     -----



                 COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
                             a Maryland corporation
          Series [T][TH][F][W] Taxable Auction Market Preferred Shares
                            $.001 Par Value Per Share
                    $25,000 Liquidation Preference Per Share


                                                                 Cusip No.______


         This certifies that Cede & Co. is the owner of 2,800 fully paid and
non-assessable Series [T][TH][F][W] Shares of Taxable Auction Market Preferred
Shares, par value $.001 per share, $25,000 liquidation preference per share, of
Cohen & Steers Quality Income Realty Fund, Inc. (the "Fund") transferable only
on the books of the Fund by the holder thereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the transfer agent and registrar.


         IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed
by its duly authorized officers and its Seal to be hereunto affixed this __th
day of April A.D. 2002.



THE BANK OF NEW YORK                                COHEN & STEERS QUALITY
As Transfer Agent and Registrar                       INCOME REALTY FUND, INC.

By:_________________________                        By:_________________________
     Authorized Signature                                 Name: Martin Cohen
                                                          Title:   President


                                                  Attest:_______________________
                                                      Name:  Lawrence B. Stoller
                                                      Title: Assistant Secretary



<PAGE>



                                  TRANSFER FORM



         FOR VALUE RECEIVED, ____________________________ hereby sells, assigns
and transfers unto _______________ Series [T][TH][F][W] Taxable Auction Market
Preferred Shares represented by this Certificate, and does hereby irrevocably
constitute and appoint ___________________________ attorney to transfer said
Shares on the books of the within named Fund with full power of substitution in
the premises.


Dated: _____________________, _______


    In presence of:


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




         Series [T][TH][F][W] Taxable Auction Market Preferred Shares evidenced
by this Certificate may be sold, transferred or otherwise disposed of only
pursuant to the provisions of the Fund's Articles Supplementary Creating and
Fixing the Rights of Series T, Series TH, Series F and Series W Auction Market
Preferred Shares, a copy of which may be obtained at the office of the State
Department of Assessments and Taxation of Maryland.

         The Fund will furnish information about the restrictions on
transferability to any stockholder upon request and without charge. Any such
request should be addressed to the Secretary of the Fund.

         The Fund will furnish to any stockholder on request and without charge
a full statement of the designations, and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class authorized to be issued, the differences in the relative rights and
preferences between shares of any series of any authorized preferred or special
class to the extent they have been set, and the authority of the Board of
Directors to classify unissued shares and to set the relative rights and
preference thereof and of any subsequent series of such preferred or special
classes. Any such request should be addressed to the Secretary of the Fund.

         Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.



</TEXT>
</DOCUMENT>
