<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>icletterrqi.txt
<DESCRIPTION>INTERNAL CONTROL LETTER
<TEXT>
Report of Independent Registered Public Accounting Firm
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. (the Company) as of and for the year
ended December 31, 2005, in accordance with the
standards of the Public Company Accounting Oversight
Board (United States), we considered the Company's
internal control over financial reporting, including
control activities for safeguarding securities, as a
basis for designing our auditing procedures for the
purpose of expressing our opinion on the financial
statements and to comply with the requirements of
Form N-SAR, but not for the purpose of expressing
an opinion on the effectiveness of the Company's
internal control over financial reporting.
Accordingly, we express no such opinion.
The management of the Company is responsible for
establishing and maintaining effective internal
control over financial reporting.  In fulfilling
this responsibility, estimates and judgments by
management are required to assess the expected
benefits and related costs of controls.  A company's
internal control over financial reporting is a
process designed 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.  Such internal
control over financial reporting includes policies
and procedures that provide reasonable assurance
regarding prevention or timely detection of
unauthorized acquisition, use or disposition of a
company's assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the
risk that controls may become inadequate because of
changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate.
A control deficiency exists when the design or
operation of a control does not allow management or
employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements
on a timely basis. A significant deficiency is a
control deficiency, or combination of control
deficiencies, that adversely affects the company's
ability to initiate, authorize, record, process or
report external financial data reliably in accordance
with generally accepted accounting principles such
that there is more than a remote likelihood that a
misstatement of the company's annual or interim
financial statements that is more than
inconsequential will not be prevented or detected.
A material weakness is a control deficiency, or
combination of control deficiencies, that results in
more than a remote likelihood that a material
misstatement of the annual or interim financial
statements will not be prevented or detected.
Our consideration of the Company's internal control
over financial reporting was for the limited purpose
described in the first paragraph and would not
necessarily disclose all deficiencies in internal
control over financial reporting that might be
significant deficiencies or material weaknesses under
standards established by the Public Company Accounting
Oversight Board (United States).  However, we noted
no deficiencies in the Company's internal control
over financial reporting and its operation, including
controls for safeguarding securities, that we
consider to be material weaknesses as defined above
as of December 31, 2005.
This report is intended solely for the information and
use of management and the Board of Directors of
Cohen & Steers Quality Income Realty Fund, Inc. 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

February 17, 2005

</TEXT>
</DOCUMENT>
