<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>quality.txt
<DESCRIPTION>AUDIT LETTER
<TEXT>
Report of Independent AccountantsAuditors

To the Board of Directors and Shareholders of
Cohen & Steers Quality Income Realty Fund, Inc.

In planning and performing our audit of the financial statements of
Cohen & Steers Quality Income Realty Fund, Inc. (hereafter referred
to as the Fund) for the year ended December 31, 2003, we considered
its internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, not to provide assurance
on internal control.

The management of the Fund is responsible for establishing and
 maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls.  Generally,
controls that are relevant to an audit pertain to the entitys
objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted
accounting principles.  Those controls include the safeguarding
of assets against unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or
fraud may occur and not be detected.  Also, projection of any
evaluation of internal control to future periods is subject to
the risk that controls may become inadequate because of changes
in conditions or that the effectiveness of their design and
operation may deteriorate.

Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses
under standards established by the American Institute of Certified
Public Accountants.  A material weakness is a condition in which the
design or operation of one or more of the internal control components
does not reduce to a relatively low level the risk that misstatements
caused by error or fraud in amounts that would be material in
relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course
of performing their assigned functions.  However, we noted no matters
involving internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses
as defined above as of December 31, 2003.

This report is intended solely for the information and use of the
Board of Directors, management and the Directors of the Fund and
the Securities and Exchange Commission and is not intended to be
and should not be used by anyone other than these specified parties.




PricewaterhouseCoopers LLP
New York, New York
February 17__, 2004
To the Board of Directors and Shareholders of
Cohen & Steers Quality Income Realty Fund, Inc.







</TEXT>
</DOCUMENT>
