<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>icletterrqi.txt
<DESCRIPTION>AUDITOR'S 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, 2006, 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 on the effectiveness of the Company's internal control over
financial reporting.

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, 2006.

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 16, 2007

</TEXT>
</DOCUMENT>
