<DOCUMENT>
<TYPE>EX-99.CERT
<SEQUENCE>2
<FILENAME>ex3a.txt
<DESCRIPTION>EXHIBIT 3(A)
<TEXT>

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                                  EXHIBIT 3(a)
                          RULE 30a-2(a) CERTIFICATIONS

         I, Adam M. Derechin, certify that:

         1.       I have reviewed this report on Form N-Q of Cohen & Steers
                  Quality Income Realty Fund, 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 schedules of investments included
                  in this report fairly present in all material respects the
                  investments of the registrant as of the end of the fiscal
                  quarter for which the report is filed;

         4.       The registrant's other certifying officer(s) 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 30-a-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




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                         recent fiscal quarter 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(s) 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: November 17, 2005

                                                         /s/ Adam M. Derechin
                                                         --------------------
                                                         Adam M. Derechin
                                                         President and principal
                                                         executive officer




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                                  EXHIBIT 3(a)
                          RULE 30a-2(a) CERTIFICATIONS



         I, Jay J. Chen, certify that:

         1.       I have reviewed this report on Form N-Q of Cohen & Steers
                  Quality Income Realty Fund, 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 schedules of investments included
                  in this report fairly present in all material respects the
                  investments of the registrant as of the end of the fiscal
                  quarter for which the report is filed;

         4.       The registrant's other certifying officer(s) 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 30-a-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




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                    (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 quarter 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(s) 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: November 17, 2005


                                                         /s/ Jay J. Chen
                                                         ---------------
                                                         Jay J. Chen
                                                         Treasurer and principal
                                                         financial officer




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