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<SEC-DOCUMENT>0001157842-08-000005.txt : 20080828
<SEC-HEADER>0001157842-08-000005.hdr.sgml : 20080828
<ACCEPTANCE-DATETIME>20080828162058
ACCESSION NUMBER:		0001157842-08-000005
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20080630
FILED AS OF DATE:		20080828
DATE AS OF CHANGE:		20080828
EFFECTIVENESS DATE:		20080828

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COHEN & STEERS QUALITY INCOME REALTY FUND INC
		CENTRAL INDEX KEY:			0001157842
		IRS NUMBER:				134189110
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-10481
		FILM NUMBER:		081045738

	BUSINESS ADDRESS:	
		STREET 1:		280 PARK AVENUE
		STREET 2:		10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2128323232

	MAIL ADDRESS:	
		STREET 1:		280 PARK AVENUE
		STREET 2:		10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COHEN & STEERS INCOME REALTY FUND INC
		DATE OF NAME CHANGE:	20010821
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANSWER FILE
<TEXT>
<PAGE>      PAGE  1
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000 C000000 0001157842
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000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 COHEN & STEERS QUALITY INCOME REALTY FUND
001 B000000 811-10481
001 C000000 2128323232
002 A000000 280 PARK AVENUE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10017
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010 A000001 COHEN & STEERS CAPITAL MANAGEMENT, INC.
010 B000001 801-27721
010 C010001 NEW YORK
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013 A000001 PRICEWATERHOUSECOOPERS, LLP
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014 A000001 COHEN & STEERS SECURITIES, LLC
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<PAGE>      PAGE  2
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015 B000015 S
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015 B000016 S
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015 B000017 S
015 C010017 LUXEMBOURG
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015 E040017 X
015 A000018 CREDIT SUISSE
015 B000018 S
015 C010018 ZURICH
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015 E040018 X
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015 B000019 S
015 C010019 LONDON
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015 E040019 X
015 A000020 SEB NORWAY
015 B000020 S
015 C010020 OSLO
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015 E040020 X
<PAGE>      PAGE  4
015 A000021 DBS BANK LIMITED
015 B000021 S
015 C010021 SINGAPORE
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018  000000 Y
019 A000000 Y
019 B000000   21
019 C000000 COHENSTEER
020 A000001 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.
020 B000001 13-5674085
020 C000001     16
020 A000002 UBS SECURITIES LLC
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020 A000003 STIFEL NICOLAUS & CO. INC.
020 B000003 43-0538770
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<PAGE>      PAGE  5
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SIGNATURE   LESTER LAY
TITLE       VICE PRESIDENT

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>rqi77q1b.txt
<DESCRIPTION>OTHER
<TEXT>
EXHIBIT 77Q1 (b): On June 12, 2008, the Board of Directors of the fund approved
the delegation of its authority to management to effect repurchases, pursuant
to management's discretion and subject to market conditions and investment
considerations, of up to 10% of the fund's total assets through the current
fiscal year ending December 31, 2008.  During the period of this report, the
fund did not effect any repurchases. Notice is hereby given in accordance with
Section 23(c) of the Investment Company Act of 1940 that the fund may
purchase, from time to time, shares of its common stock in the open market.

On June 18, 2008, the Board of Directors of the fund approved changes to the
fund's policies and procedures with respect to the disclosure of the fund's
portfolio securities permitting the fund to post an uncertified list of
portfolio holdings on the Web site at http://www.cohenandsteers.com, no
earlier than 15 days after the end of each calendar quarter. The holdings
information remains available until the fund files a report on Form N-Q or
Form NCSR for the period that includes the date as of which the information
is current. In addition to information on portfolio holdings, other fund
statistical information may be found on the Cohen & Steers Funds' Web site
or by calling 800-330-7348.

On March 18, 2008, the Board of Directors of the fund approved the expansion
of the options strategy to permit the fund to write options on custom baskets
of securities and customized indexes and to remove any requirement that a
fund must hold an exchange-traded fund ("ETF") as a portfolio security in
order to write an option on an ETF.

The fund may write covered call options on securities (including securities of
ETFs), stock indices or custom baskets of securities that are traded on U.S.
or foreign exchanges or over-the-counter (OTC). An option on a security is a
contract that gives the purchaser of the option, in return for the premium
paid, the right to buy a specified security (in the case of a call option)
from the writer of the option at a designated price during the term of the
option.An option on a securities index or basket of securities gives the
purchaser ofthe option, in return for the premium paid, the right to receive
from the sellercash equal to the difference between the closing price of the
index or basket of securities and the exercise price of the option.

The fund may write a call option on a security (other than securities of ETFs)
only if the option is "covered."  A call option on a security written by the
fund is covered if the fund owns the underlying security covered by the call.
The fund will cover call options on ETFs, stock indices or custom baskets by
owning securities whose price changes, in the opinion of the investment
manager, are expected to be similar to those of the ETF, index or basket, or
in such other manner as may be in accordance with the rules of any exchange on
which the option is traded and other applicable laws and regulations.
Nevertheless, where the fund covers a call option on an ETF, stock index or
custom basket through ownership of securities, such securities may not match
the composition of the ETF, index or basket. In that event, the fund will not
be fully covered and could be subject to risk of loss in the event of adverse
changes in the value of the ETF, index or basket.

The value of the underlying securities, ETFs, indices and baskets on which
options may be written at any one time will not exceed 25% of the total
managed assets of the fund.  The fund will receive a premium for writing a
call option, which will increase the fund's realized gains in the event the
option expires unexercised or is closed out at a profit. If the value of a
security, ETF, index or basket on which the fund has written a call option
falls or remains the same, the fund will realize a profit in the form of the
premium received (less transaction costs) that could offset all or a portion
of any decline in the value of the portfolio securities being hedged. A rise
in the value of the underlying security, ETF, index or basket, however,
exposes the fund to possible loss or loss of opportunity to realize
appreciation in the value of the underlying security, ETF, index or basket.

There can be no assurance that a liquid market will exist when the fund seeks
to close out an option position. Trading could be interrupted, for example,
because of supply and demand imbalances arising from a lack of either buyers
or sellers, or the options exchange could suspend trading after the price has
risen or fallen more than the maximum specified by the exchange. In addition,
when the fund enters into OTC options (including options on custom baskets of
securities), these options are not traded on or governed by the rules of any
exchange, and the fund's ability to close out an OTC option is subject to the
terms of the option contract and the creditworthiness of the option
counterparty. Although the fund may be able to offset to some extent any
adverse effects of being unable to liquidate an option position, the fund may
experience losses in some cases as a result of such inability.

On March 18, 2008, the Board of Directors of the Corporation approved changes
to the Corporation's dividend reinvestment plan (the "Plan").

The fund has a dividend reinvestment plan commonly referred to as an "opt-out"
plan. Each common shareholder who participates in the Plan will have all
distributions of dividends and capital gains ("Dividends") automatically
reinvested in additional common shares by The Bank of New York Mellon as agent
(the "Plan Agent"). Shareholders who elect not to participate in the Plan will
receive all Dividends in cash paid by check mailed directly to the shareholder
of record (or if the shares are held in street or other nominee name, then to
the nominee) by the Plan Agent, as dividend disbursing agent. Shareholders whose
common shares are held in the name of a broker or nominee should contact the
broker or nominee to determine whether and how they may participate in the Plan.

The Plan Agent serves as agent for the shareholders in administering the Plan.
After the fund declares a Dividend, the Plan Agent will, as agent for the
shareholders, either: (i) receive the cash payment and use it to buy common
shares in the open market, on the NYSE or elsewhere, for the participants'
accounts or (ii) distribute newly issued common shares of the Fund on behalf
of the participants.

The Plan Agent will receive cash from the fund with which to buy common shares
in the open market if, on the Dividend payment date, the net asset value
("NAV") per share exceeds the market price per share plus estimated brokerage
commissions on that date. The Plan Agent will receive the Dividend in newly
issued common shares of the fund if, on the Dividend payment date, the market
price per share plus estimated brokerage commissions equals or exceeds the
NAV per share of the fund on that date. The number of shares to be issued
will be computed at a per share rate equal to the greater of (i) the NAV or
(ii) 95% of the closing market price per share on the payment date.

If the market price per share is less than the NAV on a Dividend payment date,
the Plan Agent will have until the last business day before the next
ex-dividend date for the common stock, but in no event more than 30 days
after the Dividend payment date (as the case may be, the "Purchase Period"),
to invest the Dividend amount in shares acquired in open market purchases. If
at the close of business on any day during the Purchase Period on which NAV
is calculated the NAV equals or is less than the market price per share plus
estimated brokerage commissions, the Plan Agent will cease making open market
purchases and the uninvested portion of such Dividends shall be filled through
the issuance of new shares of common stock from the Fund at the price set
forth in the immediately preceding paragraph.

Participants in the Plan may withdraw from the Plan upon notice to the Plan
Agent. Such withdrawal will be effective immediately if received not less than
ten days prior to a Dividend record date; otherwise, it will be effective for
all subsequent Dividends. When a participant withdraws from the Plan or upon
termination of the Plan as provided below, certificates for whole common
sharescredited to his or her account under the Plan will be issued and a cash
payment will be made for any fraction of a common share credited to such
account. If any participant elects to have the Plan Agent sell all or part of
his or her shares and remit the proceeds, the Plan Agent is authorized to
deduct a $15.00 fee plus $0.10 per share brokerage commissions.

The Plan Agent's fees for the handling of reinvestment of Dividends will be
paid by the fund. However, each participant will pay a pro rata share of
brokerage commissions incurred with respect to the Plan Agent's open market
purchases in connection with the reinvestment of Dividends. The automatic
reinvestment of Dividends will not relieve participants of any income tax
that may be payable or required to be withheld on such Dividends.  The fund
reserves the right to amend or terminate the Plan. All correspondence
concerning the Plan should be directed to the Plan Agent at 800-432-8224.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>rqi77c.txt
<DESCRIPTION>VOTES
<TEXT>
		PROXY RESULTS (Unaudited)
During the six months ended June 30, 2008, Cohen & Steers Quality
Income Realty Fund, Inc. shareholders voted on the following proposals
at the annual meeting held on April 17, 2008. The description
of each proposal and number of shares voted are as follows:

Common Shares
				Shares Voted			Authority
				     For			Withheld
To Elect Directors
Bonne Cohen	 		  35,764,741 	 		 872,793
Richard E. Kroon	 	  35,764,741 	 		 872,793



Preferred Shares
				Shares Voted			Authority
				     For			Withheld
To Elect Directors
Bonnie Cohen	 		      13,213 			     886
Richard E. Kroon	 	      13,196 			     902
Willard H. Smith	 	      13,199 			     899


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77D POLICIES
<SEQUENCE>4
<FILENAME>rqi77d.txt
<DESCRIPTION>POLICIES
<TEXT>
ITEM 77D: The Board of Directors of the fund approved the delegation of its
authority to management to effect repurchases, pursuant to management's
discretion and subject to market conditions and investment considerations, of
up to 10% of the fund's total assets through the current fiscal year ending
December 31, 2008.

The Board of Directors of the fund approved changes to the fund's policies and
procedures with respect to the disclosure of the fund's portfolio securities
permitting the fund to post an uncertified list of portfolio holdings on the
Web site at http://www.cohenandsteers.com, no earlier than 15 days after the
end of each calendar quarter.

The Board of Directors of the fund approved the expansion of the options
strategy to permit the fund to write options on custom baskets of securities
and customized indexes and to remove any requirement that a fund must hold an
exchange-traded fund (''ETF'') as a portfolio security in order to write an
option on an ETF.  The value of the underlying securities, ETFs, indices and
baskets on which options may be written at any one time will not exceed 25% of
the total managed assets of the fund.

On March 18, 2008, the Board of Directors of the Corporation approved changes
to the Corporation's dividend reinvestment plan.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>rqi77q1a.txt
<DESCRIPTION>OTHER
<TEXT>
EXHIBIT 77Q1 (a): Certain amendments to the Registrant's articles of
incorporation are attached and filed herein.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>rqi77q1_3.txt
<DESCRIPTION>OTHER
<TEXT>
COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

Articles of Amendment to the
Articles Supplementary Creating and Fixing the Rights of
Series T, Series TH, Series F and Series W Taxable Auction Market Preferred
 Shares

Cohen & Steers Quality Income Realty Fund, Inc., a Maryland corporation
 having its principal office in the City of Baltimore in the State of Maryland
(the "Corporation"), certifies to the State Department of Assessments and
 Taxation of Maryland (the "Department") that:
FIRST: Section 11 of Part I of the Corporation's Articles Supplementary
 Creating and Fixing the Rights of Series T, Series TH, Series F and Series W
 Taxable Auction Market Preferred Shares (the "Articles Supplementary") is
 hereby amended by deleting Section 11 in its entirety and substituting in lieu
 thereof the following:

11.	Certain Other Restrictions. So long as any AMPS are Outstanding and
 S&P, Moody's or any Other Rating Agency that is rating such shares so
 requires, the Corporation will not, unless it has received written confirmation
 from S&P (if S&P is then rating the AMPS), Moody's (if Moody's is then rating
 the AMPS) and (if applicable) such Other Rating Agency, that any such action
 would not impair the rating then assigned by such Rating Agency to the AMPS,
 engage in any one or more of the following transactions:
(a)   issue senior securities except in conformity with the limits set forth
 in the 1940 Act or pursuant to exemptive relief;
(b)   except in connection with a refinancing of the AMPS, issue
 additional shares of any series of preferred stock, including any Series, or
 reissue any shares of preferred stock, including any Series previously
 purchased or redeemed by the Corporation;
(c)   engage in any short sales of securities;
(d)   lend portfolio securities;
(e)   merge or consolidate into or with any other fund;
(f)   change the Pricing Service referred to in the definition of Market
 Value; or
(g)   enter into reverse repurchase agreements.
(h)   For so long as the AMPS are rated by S&P and Moody's, the
 Corporation will not purchase or sell futures contracts, write, purchase or
 sell options on futures contracts or write put options (except covered put
 options) or call options (except covered call options) on portfolio securities
 unless it receives written confirmation from S&P and Moody's that engaging
 in such transactions will not impair the ratings then assigned to the AMPS
 by S&P and Moody's.
(i)   Subject to the requirement set forth in this Section 11 to obtain
 written confirmation from S&P (if S&P is then rating the AMPS) prior to
 engaging in any one or more of the transactions set forth in Section 11(a)
- -(h), that any such action would not impair the rating then assigned by S&P
 to the AMPS, the Corporation may enter into certain S&P Hedging
 Transactions provided the following requirements are met:
(i)   for each net long or short position in S&P Hedging Transactions, the
 Corporation will maintain in a segregated account with the Corporation's
 custodian an amount of cash or readily marketable securities having a value,
 when added to any amounts on deposit with the Corporation's futures
 commission merchants or brokers as margin or premium for such position, at
 least equal to the market value of the Corporation's potential obligations on
 such position, marked-to-market on a daily basis, in each case as and to the
 extent required by the applicable rules or orders of the Commission or by
 interpretations of the Commission's staff;
(ii)   the Corporation will not engage in any S&P Hedging Transaction
 which would cause the Corporation at the time of such transaction to own or
 have sold the lesser of outstanding futures contracts based on any of the
 aforementioned indices exceeding in number 10% of the average number of
 daily traded futures contracts based on such index in the 30 days preceding
 the time of effecting such transaction as reported by The Wall Street Journal;
(iii)   the Corporation will engage in closing transactions to close out any
outstanding futures contract which the Corporation owns or has sold or any
 outstanding option thereon owned by the Corporation in the event (1) the
 Corporation does not have S&P Eligible Assets with an aggregate
 Discounted Value equal to or greater than the Preferred Shares Basic
 Maintenance Amount on two consecutive Valuation Dates and (2) the
 Corporation is required to pay variation margin on the second such
 Valuation Date;
(iv)   the Corporation will engage in a closing transaction to close out
 any outstanding futures contract or option thereon at least one week prior to
 the delivery date under the terms of the futures contract or option thereon
 unless the corporation holds the securities deliverable under such terms;
(v)   when the Corporation writes a futures contract or option thereon,
 either the amount of margin posted by the Corporation (in the case of a
 futures contract) or the marked-to-market value of the Corporation's
 obligation (in the case of a put option written by the Corporation) shall be
 treated as a liability of the Corporation for purposes of calculating the
 Preferred Shares Basic Maintenance Amount, or, in the event the
 Corporation writes a futures contract or option thereon which requires
 delivery of an underlying security and the Corporation does not wish to treat
 its obligations with respect thereto as a liability for purposes of calculating
 the Preferred Shares Basic Maintenance Amount, it shall hold such
 underlying security in its portfolio and shall not include such security to the
 extent of such contract or option as an S&P Eligible Asset;
(vi)   when the Corporation engages in credit default swaps, the swaps
will be transacted according to International Swap Dealers Association
 ("ISDA") standards.  If premiums are not paid in advance, they will be
 counted as a liability for the Preferred Shares Basic Maintenance Amount
 and 40 Act Coverage Tests. The Corporation may not sell credit protection;
(vii)   when the Corporation engages in interest rate and currency swaps,
 the transactions meet ISDA standards;  The counterparty to the swap
 transaction has a minimum short-term rating of "A-1/A+ "or the equivalent
 by S&P, or, if the counterparty does not have a short-term rating, the
 counterparty's minimum senior unsecured long-term debt rating is "A
- -1/A+", or the equivalent by S&P, or higher; the original aggregate notional
 amount of the interest rate swap transaction or transactions is not greater
 than the liquidation preference of the AMPS; the interest rate swap
 transaction will be marked-to-market weekly by the swap counterparty. If
 the Corporation fails to maintain an aggregate Discounted Value that is at
 least equal to the basic maintenance amount on two consecutive valuation
 dates, then the swap agreement will terminate immediately;  for the purpose
 of calculating the asset coverage test, 90% of any positive mark-to-market
 valuation of the Corporation's rights are eligible assets. One hundred percent
 of any negative mark-to-market valuation of the Corporation's rights will be
 included in the calculation of the basic maintenance amount; and the
 Corporation maintains liquid assets with a value that is at least equal to the
 net amount of the excess, if any, of the Corporation's obligations over its
 entitlement with respect to each swap.  If the swap agreement is not on a net
 basis, the Corporation must maintain liquid and unencumbered assets with a
 value at least equal to the full amount of its accrued obligations under the
 agreement.  For caps/floors, the Corporation must maintain liquid assets
 with a value that is at least equal to the Corporation's obligations for such
 caps or floors;
(viii)   when the Corporation engages in short sales, the Corporation
 segregates liquid and unencumbered assets in an amount that, when
 combined with the amount of collateral deposited with the broker in
 connection with the short sale, equals the current market value of the
 security sold short.  If the Corporation enters into a short sale against the
 box, it is required to segregate securities equivalent in kind and amount to
 the securities sold short, and the Corporation is required to segregate such
 securities while the short sale is outstanding; and the transaction will be
 marked-to-market daily by the counterparty;
(ix)   when the Corporation engages in margin purchases, the
 Corporation segregates liquid and unencumbered assets in an amount that,
 when combined with the amount of collateral deposited with the broker in
 connection with the margin purchase, equals the current net obligation of the
 Corporation; and the transaction is marked-to-market daily by the
 counterparty;
(x)   when the Corporation engages in reverse repurchase agreements, the
 counterparty is rated at least "A-1/A+ "and the agreement matures in 30
 days or sooner; or the counterparty is rated "A-1/A+ "and the transaction
 matures between 30 and 183 days; and the securities are marked-to-market
 daily by the counterparty; and
(xi)   when the Corporation engages in security lending  for periods of 30
 days or less, the counterparty must be rated at least A-1/A+ and the
 Corporation must follow all requirements of the 1940 Act.
SECOND:  Section 17 of Part I of the Corporation's Articles Supplementary
 Creating and Fixing the Rights of Series T, Series TH, Series F and Series W
 Taxable Auction Market Preferred Shares is hereby amended by adding the
 following:

"S&P Hedging Transactions": For so long as any Series is rated by S&P, the
 Corporation will not purchase or sell futures contracts, write, purchase or
 sell options on futures contracts or write put options (except covered put
options) or call options (except covered call options) on portfolio securities
 unless it receives written confirmation from S&P that engaging in such
 transactions will not impair the rating then assigned to the Series by S&P,
 except that the Corporation may purchase or sell futures contracts and
engage in swaps, caps, floors, and collars, reverse repurchase or repurchase
 agreements, short sales, write, purchase or sell put and call options on such
 contracts (collectively, "S&P Hedging Transactions"), subject to the
following limitations:

Futures and Options:

1.    S&P Hedging Transactions may not exceed the notional value of the
 preferred shares outstanding;

2.    the Corporation will engage in closing transactions to close out any
outstanding futures contract which the Corporation owns or has sold or any
outstanding option thereon owned by the Corporation in the event (A) the
Corporation does not have S&P Eligible Assets with an aggregate
Discounted Value equal to or greater than the Preferred Shares Basic
Maintenance Amount on two consecutive Valuation Dates and (B) the
Corporation is required to pay variation margin on the second such
Valuation Date;

3.    the Corporation will engage in a closing transaction to close out any
outstanding futures contract or option thereon in the month prior to the
delivery month under the terms of such futures contract or option thereon
unless the Corporation holds the securities deliverable under such terms; and

4.    when the Corporation writes a futures contract or option thereon, it will
either maintain an amount of cash, cash equivalents or liquid securities ( in a
 segregated account with the Corporation's custodian, so that the amount so
segregated plus the amount of initial margin and variation margin held in the
account of or on behalf of the Corporation's broker with respect to such
futures contract or option equals the Market Value of the Corporation's
futures contract or option, marked-to-market on a daily basis, or, in the event
the Corporation writes a futures contract or option thereon which requires
delivery of an underlying security, it shall hold such underlying security in
its portfolio.

Credit Default Swap entered into according to International Swap Dealers
Association ("ISDA") standards, if premiums not paid in advance, will be
counted as a liability for purpose of the Preferred Shares Basic Maintenance
Amount; the Corporation is not the seller of credit protection.

Interest Rate Swaps:

1.    The Corporation may engage in interest rate swaps if it is accordance to
ISDA standards;

2.    the counterparty to the swap transaction has a minimum short-term
 rating of "A-1/A+ "or equivalent by S&P, or, if the counterparty does not
 have a short-term rating, the counterparty's minimum senior unsecured long-
term debt rating is "A+", or equivalent by S&P, or higher;

3.    The original aggregate notional amount of the interest rate swap
transaction or transactions is not to be greater than the liquidation
 preference of the Series;

4.    The interest rate swap transaction will be marked-to-market weekly by
the swap counterparty.  If the Corporation fails to maintain an aggregate
discounted value at least equal to the basic maintenance amount on two
 consecutive valuation dates then the agreement shall terminate immediately;

5.    For the purpose of calculating the Preferred Shares Basic Maintenance
Amount, 90% of any positive mark-to-market valuation of the Corporation's
rights will be eligible assets. 100% of any negative mark-to-market valuation
 of the Corporation's rights will be included in the calculation of the basic
maintenance amount;

6.    The Corporation must maintain liquid assets with a value at least equal
to the net amount of the excess, if any, of the Corporation's obligations over
its entitlement with respect to each swap. If the swap agreement is not on a
net basis, it must maintain liquid and unencumbered assets with a value at
 least equal to the full amount of the Corporation's accrued obligations under
the agreement. For caps/floors, must maintain liquid assets with a value at
least equal to the Corporation's obligations with respect to such caps or
floors.

Short Sales

The Corporation may engage in short sales of securities or short sales against
the box if:

1.    the Corporation segregates liquid and unencumbered assets in an amount
that when combined with the amount of collateral deposited with the broker
in connection with the short sale equals the current market value of the
security sold short or if the Corporation enters into a short sale against the
box, it is required to segregate securities equivalent in kind and amount to
 the securities sold short and is required to hold such securities while the
 short sale is outstanding; and

2.    The transaction will be marked to market daily by the counterparty.

Margin Purchase:

1.    The Corporation segregates liquid and unencumbered assets in an
amount that when combined with the amount of collateral deposited with the
broker in connection with the margin purchase equals the current net
obligation of the Corporation; and

2.    The transaction will be marked to market daily by the counterparty.

Reverse Repurchase Agreement:

The Corporation may engage in reverse repurchase agreements if:

1.    the counterparty is rated at least A-1/A+ and the agreement matures in
30 days or less, or
2.    the counterparty must be rated AA-/A-1+ if the transaction matures in
 more than 30 days but less than 183 days, and
3.    the securities are marked to market daily by the counterparty.

THIRD:  The definition of "Moody's Eligible Assets "contained in Section
 17 of Part I of the Corporation's Articles Supplementary Creating and
 Fixing the Rights of Series T, Series TH, Series F and Series W Taxable
 Auction Market Preferred Shares is hereby amended by adding the following
at the end of the definition:
 Where the Corporation sells an asset and agrees to repurchase such asset
in the future, the Discounted Value of such asset will constitute a
Moody's Eligible Asset and the amount the Corporation is required to
 pay upon repurchase of such asset will count as a liability for the
purposes of the Preferred Shares Basic Maintenance Amount. Where the
 Corporation purchases an asset and agrees to sell it to a third party in the
 future, cash receivable by the Corporation thereby will constitute a
Moody's Eligible Asset if the long-term debt of such other party is rated
at least A2 by Moody's and such agreement has a term of 30 days or
less; otherwise the Discounted Value of such purchased asset will
constitute a Moody's Eligible Asset. For the purposes of calculation of
Moody's Eligible Assets, portfolio securities which have been called for
 redemption by the issuer thereof shall be valued at the lower of Market
Value or the call price of such portfolio securities.
For purposes of valuation of Moody's Eligible Assets: (A) if the
Corporation writes a call option, the underlying asset will be valued as
follows: (1) if the option is exchange-traded and may be offset readily or
if the option expires before the earliest possible redemption of the Series,
at the lower of the Discounted Value of the underlying security of the
option and the exercise price of the option or (2) otherwise, it has no
 value; (B) if the Corporation writes a put option, the underlying asset
will be valued as follows: the lesser of (1) exercise price and (2) the
Discounted Value of the underlying security; and (C) call or put option
 contracts which the Corporation buys have no value. For so long as the
Series is rated by Moody's: (A) the Corporation will not enter into an
option transaction with respect to portfolio securities unless, after giving
effect thereto, the Corporation would continue to have Eligible Assets
with an aggregate Discounted Value equal to or greater than the
Preferred Shares Basic Maintenance Amount; (B) the Corporation will
not enter into an option transaction with respect to portfolio securities
unless after giving effect to such transaction the Corporation would
continue to be in compliance with the provisions relating to the Preferred
Shares Basic Maintenance Amount; (C) for purposes of the Preferred
Shares Basic Maintenance Amount assets in margin accounts are not
Eligible Assets; and (D) where delivery may be made to the Corporation
 with any of a class of securities, the Corporation will assume for
purposes of the Preferred Shares Basic Maintenance Amount that it takes
delivery of that security which yields it the least value.
FOURTH:  Section 17 of Part I of the Corporation's Articles Supplementary
Creating and Fixing the Rights of Series T, Series TH, Series F and Series W
Taxable Auction Market Preferred Shares is hereby amended by adding the
following immediately after the definition of "Moody's Eligible Assets":
"Moody's Hedging Transactions "means purchases or sales of exchange
- -traded financial futures contracts based on any index approved by Moody's
or Treasury Bonds, and purchases, writings or sales of exchange-traded put
options on such financial futures contracts, any index approved by Moody's
 or Treasury Bonds, and purchases, writings or sales of exchange-traded call
 options on such financial futures contracts, any index approved by Moody's
 or Treasury Bonds, subject to the following limitations:
(i)  the Corporation will not engage in any Moody's Hedging Transaction
based on any index approved by Moody's (other than Closing
 Transactions) that would cause the Corporation at the time of such
 transaction to own or have sold:
(A)  Outstanding financial futures contracts based on such index
exceeding in number 10% of the average number of daily traded
financial futures contracts based on such index in the 30 days
preceding the time of effecting such transaction as reported by
The Wall Street Journal; or
(B)  Outstanding financial futures contracts based on any index
 approved by Moody's having a Market Value exceeding 50% of
the Market Value of all portfolio securities of the Corporation
 constituting Moody's Eligible Assets owned by the Corporation;
(ii)  The Corporation will not engage in any Moody's Hedging
Transaction based on Treasury Bonds (other than Closing Transactions)
 that would cause the Corporation at the time of such transaction to own
or have sold:
(A)  Outstanding financial futures contracts based on Treasury
Bonds with such contracts having an aggregate Market value
 exceeding 20% of the aggregate Market Value of Moody's
Eligible Assets owned by the Corporation and rated Aa by
Moody's (or, if not rated by Moody's but rated by S&P, rated
 AAA by S&P); or
(B)  Outstanding financial futures contracts based on Treasury
Bonds with such contracts having an aggregate Market Value
exceeding 50% of the aggregate Market Value of all portfolio
securities of the Corporation constituting Moody's Eligible
Assets owned by the Corporation (other than Moody's Eligible
Assets already subject to a Moody's Hedging Transaction) and
rated Baa or A by Moody's (or, if not rated by Moody's but rated
 by S&P, rated A or AA by S&P);
(iii)	The Corporation will engage in Closing Transactions to close out
any outstanding financial futures contract based on any index approved
by Moody's if the amount of open interest in such index as reported by
The Wall Street Journal is less than an amount to be mutually determined
by Moody's and the Corporation;
(iv)  The Corporation will engage in a Closing Transaction to close out
 any outstanding financial futures contract by no later than the fifth
 Business Day of the month in which such contract expires and will
 engage in a Closing Transaction to close out any outstanding option on a
 financial futures contract by no later than the first Business Day of the
month in which such option expires;
(v)  The Corporation will engage in Moody's Hedging Transactions only
with respect to financial futures contracts or options thereon having the
next settlement date or the settlement date immediately thereafter; and
(vi)  The Corporation will not enter into an option or futures transaction
 unless, after giving effect thereto, the Corporation would continue to
have Moody's Eligible Assets with an aggregate Discounted Value equal
 to or greater than the Preferred Shares Basic Maintenance Amount.
(vii)  Swaps (including Total Return Swaps, Interest Rate Swaps,
 Currency Swaps and Credit Default Swaps): Total return and Interest
Rate Swaps are subject to the following provisions:
(A) Only the cumulative unsettled profit and loss from a Total
 Return Swap transaction will be calculated when determining
 the Preferred Shares Basic Maintenance Amount. If the
Corporation has an outstanding gain from a swap transaction on
 a Valuation Date, the gain will be included as a Moody's
 Eligible Asset subject to the Moody's Discount Factor on the
 counterparty to the swap transaction. If the Corporation has an
outstanding liability from a swap transaction on a Valuation
 Date, the Corporation will subtract the outstanding liability from
 the total Moody's Eligible Assets in calculating the Preferred
Shares Basic Maintenance Amount.
In addition, for swaps other than Total Return Swaps, the Market Value
 of the position (positive or negative) will be included as a Moody's
 Eligible Asset. The aggregate notional value of all swaps will not exceed
 the Liquidation Preference of the Outstanding AMPS. At the time a
swap is executed, the Corporation will only enter into swap transactions
where the counterparty has at least a Fitch rating of A- or Moody's long-
term rating of A3.
(B)  (1) The underlying securities subject to a Credit Default
 Swap sold by the Corporation will be subject to the applicable
Moody's Discount Factor for each security subject to the swap;
(2) If the Corporation purchases a Credit Default Swap and holds
the underlying security, the Market Value of the Credit Default
Swap and the underlying security will be included as a Moody's
 Eligible Asset subject to the Moody's Discount Factor assessed
based on the counterparty risk and the duration of the swap
 agreement; and
(3) The Corporation will not include a Credit Default Swap as a
 Moody's Eligible Asset purchased by the Corporation without
 the Corporation holding the underlying security or when the
Corporation buys a Credit Default Swap for a basket of securities
 without holding all the securities in the basket.
If not otherwise provided for above, derivative instruments shall be
 treated as follows: Any derivative instruments will be valued pursuant to
 the Corporation's valuation procedures on a Valuation Date. The
 amount of the net payment obligation and the cost of a closing
 transaction, as appropriate, on any derivative instrument on a Valuation
 Date will be counted as a liability for purposes of determining the
Preferred Shares Basic Maintenance Amount (e.g., a written call option
that is in the money for the holder). Any derivative instrument with
 respect to which the Corporation is owed payment on the Valuation Date
that is not based upon an individual security or securities that are
Moody's Eligible Assets will have a mutually agreed upon valuation by
 Moody's and the Corporation for purposes of determining Moody's
Eligible Assets. Any derivative instrument with respect to which the
Corporation is owed payment on the valuation date that is based upon an
individual security or securities that are Moody's Eligible Assets (e.g., a
 purchased call option on a bond that is in the money) will be valued as
follows for purposes of determining Moody's Eligible Assets: (A) For
 such derivative instruments that are exchange traded, the value of the in
- -the-money amount of the payment obligation to the Corporation will be
 reduced by applying the Moody's Discount Factor (as it would apply to
 the underlying security or securities) and then added to Moody's
 Eligible Assets; and (B) for such derivative instruments that are not
 exchange traded, the value of the in-the-money amount of the payment
 obligation to the Corporation will be (1) reduced as described in (A) and
 (B) further reduced by applying to the remaining amount the Moody's
Discount Factor determined by reference to the credit rating of the
derivative counterparty with the remaining amount after these reductions
 then added to Moody's Eligible Assets.
For purposes of determining whether the Corporation has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the
Preferred Shares Basic Maintenance Amount Test, the Discounted Value of
all Forward Commitments to which the Corporation is a party and of all
 securities deliverable to the Corporation pursuant to such Forward
Commitments shall be zero.
FIFTH: 	The amendments set forth in these Articles of Amendment were
duly approved by the Board of Directors in accordance with Part I, Sections
 6(k) and 16 of the Articles Supplementary and the Maryland General
 Corporation Law.  No stock entitled to be voted on the matter was
outstanding or subscribed for at the time of the approval of the amendments
 set forth in these Articles of Amendment.
SIXTH:  The amendments contemplated by these Articles of Amendment do
 not increase the authorized stock of the Corporation or the aggregate par
value thereof.

[Remainder of page left blank]

IN WITNESS WHEREOF, COHEN & STEERS QUALITY INCOME
REALTY FUND, INC. has caused these Articles of Amendment to be signed
 in its name and on its behalf by its President and Chief Executive Officer
and witnessed by its Secretary as of this 16th day of June, 2008.
WITNESS:
By:
Name: Francis C. Poli
Title: Secretary

COHEN & STEERS QUALITY
 INCOME REALTY FUND,
 INC.


By:
Name: Adam M. Derechin
Title: President and Chief
 Executive Officer

THE UNDERSIGNED, President of the COHEN & STEERS QUALITY
 INCOME REALTY FUND, INC., who executed on behalf of the
Corporation the foregoing Articles of Amendment hereby acknowledges the
foregoing Articles of Amendment to be the corporate act of the Corporation
and hereby certifies to the best of his knowledge, information, and belief
that the matters and facts set forth herein with respect to the
authorization andapproval thereof are true in all material respects under
the penalties of perjury.

By:
Name: Adam M. Derechin
Title: President and Chief
 Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>7
<FILENAME>rqi77q1_1.txt
<DESCRIPTION>OTHER
<TEXT>
COHEN & STEERS QUALITY INCOME REALTY FUND,INC.

Articles of Amendment to the
Articles Supplementary Creating and Fixing the Rights of
Series M7 Taxable Auction Market Preferred Shares

Cohen & Steers Quality Income Realty Fund,Inc.,a Maryland corporation
 Having its principal office in the City of Baltimore in the State of Maryland
(the"Corporation"),certifies to the State Department of Assessments and
 Taxation of Maryland (the "Department") that:
FIRST: Section 11 of Part I of the Corporation's Articles Supplementary
 Creating and Fixing the Rights of Series M7 Taxable Auction Market
 Preferred Shares (the "Articles Supplementary") is hereby amended by deleting
 Section 11 in its entirety and substituting in lieu thereof the
 following:

11.	Certain Other Restrictions. So long as any shares of the Series are
 Outstanding and S&P,Moody's or any Other Rating Agency that is rating
 such shares so requires,the Corporation will not,unless it has received
written confirmation from S&P (if S&P is then rating the Series),Moody's (if
 Moody's is then rating the Series) and (if applicable) such Other Rating
 Agency,that any such action would not impair the rating then assigned by
 such Rating Agency to the Series,engage in any one or more of the following
 transactions:
(a)   issue senior securities except in conformity with the limits set
 forth in the 1940 Act or pursuant to exemptive relief;
(b)   except in connection with a refinancing of the Series,issue
 additional shares of any series of preferred stock,including the Series,or
 reissue any shares of preferred stock,including the Series previously
 purchased or redeemed by the Corporation;
(c)   engage in any short sales of securities;
(d)   lend portfolio securities;
(e)   merge or consolidate into or with any other fund;
(f)   change the Pricing Service referred to in the definition of Market
 Value; or
(g)   enter into reverse repurchase agreements.
(h)   For so long as the Series is rated by S&P and Moody's,the
 Corporation will not purchase or sell futures contracts,write,purchase or
 sell options on futures contracts or write put options (except covered put
 options) or call options (except covered call options) on portfolio
 securities unless it receives written confirmation from S&P and Moody's
 that engaging in such transactions will not impair the ratings then assigned
 to the Series by S&P and Moody's.
(i)   Subject to the requirement set forth in this Section 11 to obtain
 written confirmation from S&P (if S&P is then rating the Series) prior to
 engaging in any one or more of the transactions set forth in Section 11(a)
(h),that any such action would not impair the rating then assigned by S&P
 to the Series,the Corporation may enter into certain S&P Hedging
 Transactions provided the following requirements are met:
(i)   for each net long or short position in S&P Hedging Transactions,
 the Corporation will maintain in a segregated account with the
 Corporation's custodian an amount of cash or readily marketable securities
 having a value,when added to any amounts on deposit with the
 Corporation's futures commission merchants or brokers as margin or
 premium for such position,at least equal to the market value of the
 Corporation's potential obligations on such position,marked-to-market on
 a daily basis,in each case as and to the extent required by the applicable
 rules or orders of the Commission or by interpretations of the
 Commission's staff;
(ii)   the Corporation will not engage in any S&P Hedging Transaction
 which would cause the Corporation at the time of such transaction to own
 or have sold the lesser of outstanding futures contracts based on any of the
 aforementioned indices exceeding in number 10% of the average number
 of daily traded futures contracts based on such index in the 30 days
 preceding the time of effecting such transaction as reported by The Wall
 Street Journal;
(iii)   the Corporation will engage in closing transactions to close out
 any outstanding futures contract which the Corporation owns or has sold
 or any outstanding option thereon owned by the Corporation in the event
(1)	the Corporation does not have S&P Eligible Assets with an aggregate
 Discounted Value equal to or greater than the Preferred Shares Basic
Maintenance Amount on two consecutive Valuation Dates and (2) the
 Corporation is required to pay variation margin on the second such
 Valuation Date;
(iv)   the Corporation will engage in a closing transaction to close out
 any outstanding futures contract or option thereon at least one week prior
 to the delivery date under the terms of the futures contract or option
 thereon unless the corporation holds the securities deliverable under such
 terms;
(v)   when the Corporation writes a futures contract or option thereon,
 either the amount of margin posted by the Corporation (in the case of a
 futures contract) or the marked-to-market value of the Corporation's
 obligation (in the case of a put option written by the Corporation) shall be
 treated as a liability of the Corporation for purposes of calculating the
 Preferred Shares Basic Maintenance Amount,or,in the event the
 Corporation writes a futures contract or option thereon which requires
 delivery of an underlying security and the Corporation does not wish to
 treat its obligations with respect thereto as a liability for purposes of
 calculating the Preferred Shares Basic Maintenance Amount,it shall hold
 such underlying security in its portfolio and shall not include such security
 to the extent of such contract or option as an S&P Eligible Asset;
(vi)   when the Corporation engages in credit default swaps,the swaps
 will be transacted according to International Swap Dealers Association
 ("ISDA") standards.  If premiums are not paid in advance,they will be
 counted as a liability for the Preferred Shares Basic Maintenance Amount
 and 40 Act Coverage Tests. The Corporation may not sell credit
 protection;
(vii)   when the Corporation engages in interest rate and currency
 swaps,the transactions meet ISDA standards;  The counterparty to the
 swap transaction has a minimum short-term rating of "A-1/A+" or the
 equivalent by S&P,or,if the counterparty does not have a short-term
 rating,the counterparty's minimum senior unsecured long-term debt rating
 is "A-1/A+",or the equivalent by S&P,or higher; the original aggregate
 notional amount of the interest rate swap transaction or transactions is not
 greater than the liquidation preference of the Series; the interest rate swap
 transaction will be marked-to-market weekly by the swap counterparty. If
 the Corporation fails to maintain an aggregate Discounted Value that is at
 least equal to the basic maintenance amount on two consecutive valuation
 dates,then the swap agreement will terminate immediately;  for the
 purpose of calculating the asset coverage test,90% of any positive mark
- -to-market valuation of the Corporation's rights are eligible assets. One
 hundred percent of any negative mark-to-market valuation of the
 Corporation's rights will be included in the calculation of the basic
 maintenance amount; and the Corporation maintains liquid assets with a
 value that is at least equal to the net amount of the excess,if any,of the
 Corporation's obligations over its entitlement with respect to each swap.
 If the swap agreement is not on a net basis,the Corporation must maintain
liquid and unencumbered assets with a value at least equal to the full
amount of its accrued obligations under the agreement.  For caps/floors,the
Corporation must maintain liquid assets with a value that is at least equal to
the Corporation's obligations for such caps or floors;
(viii)   when the Corporation engages in short sales,the Corporation
segregates liquid and unencumbered assets in an amount that,when
combined with the amount of collateral deposited with the broker in
connection with the short sale,equals the current market value of the
security sold short.  If the Corporation enters into a short sale against the
box,it is required to segregate securities equivalent in kind and amount to
the securities sold short,and the Corporation is required to segregate such
securities while the short sale is outstanding; and the transaction will be
marked-to-market daily by the counterparty;
(ix)   when the Corporation engages in margin purchases,the
Corporation segregates liquid and unencumbered assets in an amount that,
when combined with the amount of collateral deposited with the broker in
connection with the margin purchase,equals the current net obligation of
the Corporation; and the transaction is marked-to-market daily by the
counterparty;
(x)   when the Corporation engages in reverse repurchase agreements,
the counterparty is rated at least "A-1/A+" and the agreement matures in
30 days or sooner; or the counterparty is rated "A-1/A+" and the
transaction matures between 30 and 183 days; and the securities are
marked-to-market daily by the counterparty; and
(xi)   when the Corporation engages in security lending  for periods of
30 days or less,the counterparty must be rated at least A-1/A+ and the
Corporation must follow all requirements of the 1940 Act.
SECOND:  Section 17 of Part I of the Corporation's Articles
Supplementary Creating and Fixing the Rights of Series M7 Taxable
Auction Market Preferred Shares is hereby amended by adding the
following:

"S&P Hedging Transactions": For so long as any Series is rated by S&P,
the Corporation will not purchase or sell futures contracts,write,purchase
or sell options on futures contracts or write put options (except covered put
options) or call options (except covered call options) on portfolio
securities unless it receives written confirmation from S&P that engaging
in such transactions will not impair the rating then assigned to the Series
by S&P,except that the Corporation may purchase or sell futures contracts
and engage in swaps,caps,floors,and collars,reverse repurchase or
repurchase agreements,short sales,write,purchase or sell put and call
options on such contracts (collectively,"S&P Hedging Transactions"),
subject to the following limitations:

Futures and Options:

1.    S&P Hedging Transactions may not exceed the notional value of the
preferred shares outstanding;

2.    the Corporation will engage in closing transactions to close out any
outstanding futures contract which the Corporation owns or has sold or
any outstanding option thereon owned by the Corporation in the event (A)
the Corporation does not have S&P Eligible Assets with an aggregate
Discounted Value equal to or greater than the Preferred Shares Basic
Maintenance Amount on two consecutive Valuation Dates and (B) the
Corporation is required to pay variation margin on the second such
Valuation Date;

3.    the Corporation will engage in a closing transaction to close out any
outstanding futures contract or option thereon in the month prior to the
delivery month under the terms of such futures contract or option thereon
unless the Corporation holds the securities deliverable under such terms;
 and

4.    when the Corporation writes a futures contract or option thereon,it
will either maintain an amount of cash,cash equivalents or liquid
securities      ( in a segregated account with the Corporation's custodian,so
that the amount so segregated plus the amount of initial margin and
variation margin held in  the account of or on behalf of the Corporation's
broker with respect to such  futures contract or option equals the Market
Value of the Corporation's futures contract or option,marked-to-market
on a daily basis,or,in the event the Corporation writes a futures contract
or option thereon which requires delivery of an underlying security,it shall
hold such underlying security in its   portfolio.

Credit Default Swap entered into according to International Swap Dealers
Association ("ISDA") standards,if premiums not paid in advance,will be
counted as a liability for purpose of the Preferred Shares Basic
Maintenance Amount; the Corporation is not the seller of credit protection.

Interest Rate Swaps:

1.    The Corporation may engage in interest rate swaps if it is accordance
 to ISDA standards;

2.    the counterparty to the swap transaction has a minimum short-term
rating of "A-1/A+" or equivalent by S&P,or,if the counterparty does not
have a short-term rating,the counterparty's minimum senior unsecured
long-term debt rating is "A+",or equivalent by S&P,or higher;

3.	The original aggregate notional amount of the interest rate swap
transaction or transactions is not to be greater than the liquidation
preference of the Series;

4.    The interest rate swap transaction will be marked-to-market weekly by
the swap counterparty.  If the Corporation fails to maintain an aggregate
discounted value at least equal to the basic maintenance amount on two
consecutive valuation dates then the agreement shall terminate
immediately;

5.    For the purpose of calculating the Preferred Shares Basic Maintenance
Amount,90% of any positive mark-to-market valuation of the
Corporation's rights will be eligible assets. 100% of any negative mark-to
- -market valuation of the Corporation's rights will be included in the
calculation of the basic maintenance amount;

6.	The Corporation must maintain liquid assets with a value at least equal
to the net amount of the excess,if any,of the Corporation's obligations
 over  its entitlement with respect to each swap. If the swap agreement is
 not on a   net basis,it must maintain liquid and unencumbered assets with
 a value at  least equal to the full amount of the Corporation's accrued
 obligations under the agreement. For caps/floors,must maintain liquid
 assets with a value at  least equal to the Corporation's obligations with
 respect to such caps or   floors.

Short Sales

The Corporation may engage in short sales of securities or short sales
 against the box if:

1.    the Corporation segregates liquid and unencumbered assets in an
 amount that when combined with the amount of collateral deposited with
 the broker in connection with the short sale equals the current market
 value of the security sold short or if the Corporation enters into a short sale
 against the   box,it is required to segregate securities equivalent in kind
 and amount to the securities sold short and is required to hold such
 securities while the short sale is outstanding; and

2.    The transaction will be marked to market daily by the counterparty.

Margin Purchase:

1.    The Corporation segregates liquid and unencumbered assets in an
 amount that when combined with the amount of collateral deposited with
 the broker in connection with the margin purchase equals the current net
 obligation of the Corporation; and

2.    The transaction will be marked to market daily by the counterparty.

Reverse Repurchase Agreement:

The Corporation may engage in reverse repurchase agreements if:

1.    the counterparty is rated at least A-1/A+ and the agreement matures in
 30 days or less,or
2.    the counterparty must be rated AA-/A-1+ if the transaction matures in
 more than 30 days but less than 183 days,and
3.    the securities are marked to market daily by the counterparty.

THIRD:  The definition of "Moody's Eligible Assets" contained in Section
 17 of Part I of the Corporation's Articles Supplementary Creating and
 Fixing the Rights of Series M7 Taxable Auction Market Preferred Shares
 is hereby amended by adding the following at the end of the definition:
 Where the Corporation sells an asset and agrees to repurchase such
 asset in the future,the Discounted Value of such asset will constitute a
 Moody's Eligible Asset and the amount the Corporation is required to
 pay upon repurchase of such asset will count as a liability for the
 purposes of the Preferred Shares Basic Maintenance Amount. Where
 the Corporation purchases an asset and agrees to sell it to a third party
 in the future,cash receivable by the Corporation thereby will
 constitute a Moody's Eligible Asset if the long-term debt of such other
 party is rated at least A2 by Moody's and such agreement has a term
 of 30 days or less; otherwise the Discounted Value of such purchased
 asset will constitute a Moody's Eligible Asset. For the purposes of
 calculation of Moody's Eligible Assets,portfolio securities which
 have been called for redemption by the issuer thereof shall be valued
 at the lower of Market Value or the call price of such portfolio
 securities.
For purposes of valuation of Moody's Eligible Assets: (A) if the
 Corporation writes a call option,the underlying asset will be valued as
 follows: (1) if the option is exchange-traded and may be offset readily
 or if   the option expires before the earliest possible redemption of the
 Series,at the lower of the Discounted Value of the underlying security
 of the option and the exercise price of the option or (2) otherwise,it
 has no value; (B) if the Corporation writes a put option,the underlying
 asset will be valued as   follows: the lesser of (1) exercise price and (2)
 the Discounted Value of the underlying security; and (C) call or put
 option contracts which the Corporation buys have no value. For so
 long as the Series is rated by Moody's: (A) the Corporation will not
 enter into an option transaction with respect to portfolio securities
 unless,after giving effect thereto,the Corporation would continue to
 have Eligible Assets with an aggregate Discounted Value equal to or
 greater than the Preferred Shares Basic Maintenance Amount; (B) the
 Corporation will not enter into an option transaction with respect to
 portfolio securities unless after giving effect to such transaction the
 Corporation would continue to be in compliance with the provisions
 relating to the Preferred Shares Basic Maintenance Amount; (C) for
 purposes of the Preferred Shares Basic Maintenance Amount assets in
 margin accounts are not Eligible Assets; and (D) where delivery may
 be made to the Corporation with any of a class of securities,the
 Corporation will assume for purposes of the Preferred Shares Basic
Maintenance Amount that it takes delivery of that security which
yields it the least value.
FOURTH:  Section 17 of Part I of the Corporation's Articles
 Supplementary Creating and Fixing the Rights of Series M7 Taxable
 Auction Market Preferred Shares is hereby amended by adding the
 following immediately after the definition of "Moody's Eligible Assets":
"Moody's Hedging Transactions" means purchases or sales of exchange
- -traded financial futures contracts based on any index approved by
 Moody's or Treasury Bonds,and purchases,writings or sales of exchange
- -traded put options on such financial futures contracts,any index approved
 by Moody's or Treasury Bonds,and purchases,writings or sales of
 exchange-traded call options on such financial futures contracts,any index
 approved by Moody's or Treasury Bonds,subject to the following
 limitations:
(i)  the Corporation will not engage in any Moody's Hedging
 Transaction based on any index approved by Moody's (other than
 Closing Transactions) that would cause the Corporation at the time of
 such transaction to own or have sold:
(A)  Outstanding financial futures contracts based on such
 index exceeding in number 10% of the average number of
 daily traded financial futures contracts based on such index in
 the 30 days preceding the time of effecting such transaction as
 reported by The Wall Street Journal; or
(B)	Outstanding financial futures contracts based on any index
 approved by Moody's having a Market Value exceeding 50%
 of the Market Value of all portfolio securities of the
 Corporation constituting Moody's Eligible Assets owned by
 the Corporation;
(ii)  The Corporation will not engage in any Moody's Hedging
 Transaction based on Treasury Bonds (other than Closing
 Transactions) that would cause the Corporation at the time of such
 transaction to own or have sold:
(A)  Outstanding financial futures contracts based on Treasury
 Bonds with such contracts having an aggregate Market value
 exceeding 20% of the aggregate Market Value of Moody's
 Eligible Assets owned by the Corporation and rated Aa by
 Moody's (or,if not rated by Moody's but rated by S&P,rated
 AAA by S&P); or
(B)	Outstanding financial futures contracts based on Treasury
 Bonds with such contracts having an aggregate Market Value
 exceeding 50% of the aggregate Market Value of all portfolio
 securities of the Corporation constituting Moody's Eligible
 Assets owned by the Corporation (other than Moody's
 Eligible Assets already subject to a Moody's Hedging
 Transaction) and rated Baa or A by Moody's (or,if not rated
 by Moody's but rated by S&P,rated A or AA by S&P);
(iii)	The Corporation will engage in Closing Transactions to close out
 any outstanding financial futures contract based on any index
 approved by Moody's if the amount of open interest in such index as
 reported by The Wall Street Journal is less than an amount to be
 mutually determined by Moody's and the Corporation;
(iv)  The Corporation will engage in a Closing Transaction to close out
 any outstanding financial futures contract by no later than the fifth
 Business Day of the month in which such contract expires and will
 engage in a Closing Transaction to close out any outstanding option
 on a financial futures contract by no later than the first Business Day
 of the month in which such option expires;
(iv)	The Corporation will engage in Moody's Hedging
 Transactions
 only with respect to financial futures contracts or options thereon
 having the next settlement date or the settlement date immediately
 thereafter; and
(v)	The Corporation will not enter into an option or futures
 transaction unless,after giving effect thereto,the Corporation would
 continue to have Moody's Eligible Assets with an aggregate
 Discounted Value equal to or greater than the Preferred Shares Basic
 Maintenance Amount.
(vii)  Swaps (including Total Return Swaps,Interest Rate Swaps,
 Currency Swaps and Credit Default Swaps): Total return and Interest
 Rate Swaps are subject to the following provisions:
(A)	Only the cumulative unsettled profit and loss from a Total
 Return Swap transaction will be calculated when determining
 the Preferred Shares Basic Maintenance Amount. If the
 Corporation has an outstanding gain from a swap transaction
 on a Valuation Date,the gain will be included as a Moody's
 Eligible Asset subject to the Moody's Discount Factor on the
 counterparty to the swap transaction. If the Corporation has an
 outstanding liability from a swap transaction on a Valuation
 Date,the Corporation will subtract the outstanding liability
 from the total Moody's Eligible Assets in calculating the
 Preferred Shares Basic Maintenance Amount.
In addition,for swaps other than Total Return Swaps,the Market
 Value of the position (positive or negative) will be included as a
 Moody's Eligible Asset. The aggregate notional value of all swaps
 will not exceed the Liquidation Preference of the Outstanding Series.
 At the time a swap is executed,the Corporation will only enter into
 swap transactions where the counterparty has at least a Fitch rating of
 A- or Moody's long-term rating of A3.
(B)  (1) The underlying securities subject to a Credit Default
 Swap sold by the Corporation will be subject to the applicable
 Moody's Discount Factor for each security subject to the
 swap;
(2) If the Corporation purchases a Credit Default Swap and
 holds the underlying security,the Market Value of the Credit
 Default Swap and the underlying security will be included as a
 Moody's Eligible Asset subject to the Moody's Discount
 Factor assessed based on the counterparty risk and the
 duration of the swap agreement; and
(3) The Corporation will not include a Credit Default Swap as
 a Moody's Eligible Asset purchased by the Corporation
 without the Corporation holding the underlying security or
 when the Corporation buys a Credit Default Swap for a basket
 of securities without holding all the securities in the basket.
If not otherwise provided for above,derivative instruments shall be
 treated as follows: Any derivative instruments will be valued pursuant
 to the Corporation's valuation procedures on a Valuation Date. The
 amount of the net payment obligation and the cost of a closing
 transaction,as appropriate,on   any derivative instrument on a
 Valuation Date will be counted as a liability for purposes of
 determining the Preferred Shares Basic Maintenance Amount (e.g.,a
 written call option that is in the money for the holder). Any derivative
 instrument with respect to which the Corporation is owed payment on
 the Valuation Date that is not based upon an individual security or
 securities that are Moody's Eligible Assets will have a mutually
 agreed upon valuation by Moody's and the Corporation for purposes
 of determining Moody's Eligible Assets. Any derivative instrument
 with respect to which the Corporation is owed payment on the
 valuation date that is based upon an individual security or securities
 that are Moody's Eligible Assets (e.g.,a purchased call option on a
 bond that is in the money) will be valued as follows for purposes of
 determining Moody's Eligible Assets: (A) For such derivative
 instruments that are exchange traded,the value of the in-the-money
 amount of the payment obligation to the Corporation will be reduced
 by applying the Moody's Discount Factor (as it would apply to the
 underlying security or securities) and then added to Moody's Eligible
 Assets; and (B) for such derivative instruments that are not exchange
 traded,the value of the in-the-money amount of the payment
 obligation to the Corporation will be (1) reduced as described in (A)
 and (B) further reduced by applying to the remaining amount the
 Moody's Discount Factor determined by reference to the credit rating
 of the derivative counterparty with the remaining amount after these
 reductions then added to Moody's Eligible Assets.
For purposes of determining whether the Corporation has Moody's Eligible
 Assets with an aggregate Discounted Value that equals or exceeds the
 Preferred Shares Basic Maintenance Amount Test,the Discounted Value
 of all Forward Commitments to which the Corporation is a party and of all
 securities deliverable to the Corporation pursuant to such Forward
 Commitments shall be zero.
FIFTH: 	The amendments set forth in these Articles of Amendment
 were duly approved by the Board of Directors in accordance with Part I,
 Sections 6(k) and 16 of the Articles Supplementary and the Maryland
 General Corporation Law. No stock entitled to be voted on the matter was
 outstanding or subscribed for at the time of the approval of the
 amendments set forth in these Articles of Amendment.
SIXTH:  The amendments contemplated by these Articles of Amendment
 do not increase the authorized stock of the Corporation or the aggregate
 par value thereof.

[Remainder of page left blank]

IN WITNESS WHEREOF,COHEN & STEERS QUALITY INCOME
 REALTY FUND,INC. has caused these Articles of Amendment to be
 signed in its name and on its behalf by its President and Chief Executive
 Officer and witnessed by its Secretary as of this 16th day of June,2008.
WITNESS:
By:
Name: Francis C. Poli
Title: Secretary

COHEN & STEERS
 QUALITY INCOME
 REALTY FUND,INC.


By:

Name: Adam M. Derechin
Title: President and Chief
Executive Officer

THE UNDERSIGNED,President of the COHEN & STEERS QUALITY
 INCOME REALTY FUND,INC.,who executed on behalf of the
 Corporation the foregoing Articles of Amendment hereby acknowledges
 the foregoing Articles of Amendment to be the corporate act of the
 Corporation and hereby certifies to the best of his knowledge,information,
 and belief that the matters and facts set forth herein with respect to the
 authorization and approval   thereof are true in all material respects under
 the penalties of perjury.

By:


Name: Adam M. Derechin
Title: President and Chief
Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>8
<FILENAME>rqi77q1_2.txt
<DESCRIPTION>OTHER
<TEXT>
COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

Articles of Amendment to the
Articles Supplementary Creating and Fixing the Rights of
Series M28 Taxable Auction Market Preferred Shares

Cohen & Steers Quality Income Realty Fund, Inc., a Maryland corporation having
 its principal office in the City of Baltimore in the State of Maryland
 (the "Corporation"), certifies to the State Department of Assessments and
Taxation of Maryland (the "Department") that:

FIRST: Section 11 of Part I of the Corporation's Articles Supplementary
 Creating and Fixing the Rights of Series M28 Taxable Auction Market Preferred
 Shares (the "Articles Supplementary") is hereby amended by deleting Section 11
 in its entirety and substituting in lieu thereof the following:

11.	Certain Other Restrictions. So long as any shares of the Series are
 Outstanding and S&P, Moody's or any Other Rating Agency that is rating such
 shares so requires, the Corporation will not, unless it has received written
 confirmation from S&P (if S&P is then rating the Series), Moody's (if Moody's
 is then rating the Series) and (if applicable) such Other Rating Agency, that
 any such action would not impair the rating then assigned by such Rating
 Agency to the Series, engage in any one or more of the following transactions:

(a)   issue senior securities except in conformity with the limits set forth in
 the 1940 Act or pursuant to exemptive relief;

(b)   except in connection with a refinancing of the Series, issue additional
 shares of any series of preferred stock, including the Series, or reissue any
 shares of preferred stock, including any Series previously purchased or
 redeemed by the Corporation;

(c)   engage in any short sales of securities;
(d)   lend portfolio securities;
(e)   merge or consolidate into or with any other fund;
(f)   change the Pricing Service referred to in the definition of Market Value;
 or
(g)   enter into reverse repurchase agreements.
(h)   For so long as the Series is rated by S&P and Moody's, the Corporation
 will not purchase or sell futures contracts, write, purchase or sell options
 on futures contracts or write put options (except covered put options) or call
 options (except covered call options) on portfolio securities unless it
 receives written confirmation from S&P and Moody's that engaging in such
 transactions will not impair the ratings then assigned to the Series by S&P
 and Moody's.

(i)   Subject to the requirement set forth in this Section 11 to obtain written
 confirmation from S&P (if S&P is then rating the Series) prior to engaging in
 any one or more of the transactions set forth in Section 11(a)-(h), that any
 such action would not impair the rating then assigned by S&P to the Series,
 the Corporation may enter into certain S&P Hedging Transactions
 provided the following requirements are met:
(i)   for each net long or short position in S&P Hedging Transactions, the
 Corporation will maintain in a segregated account with the Corporation's
 custodian an amount of cash or readily marketable securities having a value,
 when added to any amounts on deposit with the Corporation's futures commission
 merchants or brokers as margin or premium for such position, at least equal to
 the market value of the Corporation's potential obligations on such position,
 marked-to-market on a daily basis, in each case as and to the extent required
 by the applicable rules or orders of the Commission or by interpretations of
 the Commission's staff;

(ii)   the Corporation will not engage in any S&P Hedging Transaction which
 would cause the Corporation at the time of such transaction to own or have
 sold the lesser of outstanding futures contracts based on any of the
aforementioned indices exceeding in number 10% of the average number of daily
 traded futures contracts based on such index in the 30 days preceding the time
 of effecting such transaction as reported by The Wall Street Journal;
(iii)   the Corporation will engage in closing transactions to close out any
 outstanding futures contract which the Corporation owns or has sold or any
 outstanding option thereon owned by the Corporation in the event (1) the
 Corporation does not have S&P Eligible Assets with an aggregate Discounted
 Value equal to or greater than the Preferred Shares Basic Maintenance Amount
 on two consecutive Valuation Dates and (2) the Corporation is required to pay
 variation margin on the second such Valuation Date;
(iv)   the Corporation will engage in a closing transaction to close out any
 outstanding futures contract or option thereon at least one week prior to the
 delivery date under the terms of the futures contract or option thereon unless
 the corporation holds the securities deliverable under such terms;
(v)   when the Corporation writes a futures contract or option thereon, either
 the amount of margin posted by the Corporation (in the case of a futures
 contract) or the marked-to-market value of the Corporation's obligation
(in the case of a put option written by the Corporation) shall be treated as a
 liability of the Corporation for purposes of calculating the Preferred Shares
 Basic Maintenance Amount, or, in the event the Corporation writes a futures
 contract or option thereon which requires delivery of an underlying security
 and the Corporation does not wish to treat its obligations with respect
 thereto as a liability for purposes of calculating the Preferred Shares Basic
 Maintenance Amount, it shall hold such underlying security in its portfolio
 and shall not include such security to the extent of such contract or option
 as an S&P Eligible Asset;
(vi)   when the Corporation engages in credit default swaps, the swaps will be
 transacted according to International Swap Dealers Association ("ISDA")
 standards. If premiums are not paid in advance, they will be counted as a
liability for the Preferred Shares Basic Maintenance Amount and 40 Act
Coverage Tests. The Corporation may not sell credit protection;
(vii)   when the Corporation engages in interest rate and currency swaps, the
 transactions meet ISDA standards;  The counterparty to the swap transaction
 has a minimum short-term rating of "A-1/A+" or the equivalent by S&P, or, if
 the counterparty does not have a short-term rating, the counterparty's minimum
 senior unsecured long-term debt rating is "A-1/A+", or the equivalent by S&P,
or higher; the original aggregate notional amount of the interest rate swap
 transaction or transactions is not greater than the liquidation preference of
 the AMPS; the interest rate swap transaction will be marked-to-market weekly
 by the swap counterparty. If the Corporation fails to maintain an aggregate
 Discounted Value that is at least equal to the basic maintenance amount on two
 consecutive valuation dates, then the swap agreement will terminate
immediately;for the purpose of calculating the asset coverage test, 90% of
 any positive mark-to-market valuation of the Corporation's rights are
 eligible assets. One hundred percent of any negative mark-to-market
valuation of the Corporation's rights will be included in the calculation
of the basic maintenance amount; and the Corporation maintains liquid assets
 with a value that is at least equal to the net amount of the excess,
 if any, of the Corporation's obligations over its entitlement with respect
 to each swap.  If the swap agreement is not on a net basis, the Corporation
must maintain liquid and
 unencumbered assets with a value at least equal to the full amount of its
 accrued obligations under the agreement.  For caps/floors, the Corporation
 must maintain liquid assets with a value that is at least equal to the
 Corporation's obligations for such caps or floors;
(viii)   when the Corporation engages in short sales, the Corporation
 segregates liquid and unencumbered assets in an amount that, when combined
 with the amount of collateral deposited with the broker in connection with the
 short sale, equals the current market value of the security sold short.  If
the Corporation enters into a short sale against the box, it is required to
 segregate securities equivalent in kind and amount to the securities sold
short, and the Corporation is required to segregate such securities while the
 short sale is outstanding; and the transaction will be marked-to-market daily
 by the counterparty;
(ix)   when the Corporation engages in margin purchases, the Corporation
 segregates liquid and unencumbered assets in an amount that, when combined
 with the amount of collateral deposited with the broker in connection with the
 margin purchase, equals the current net obligation of the Corporation; and the
 transaction is marked-to-market daily by the counterparty;

(x)   when the Corporation engages in reverse repurchase agreements, the
 counterparty is rated at least "A-1/A+" and the agreement matures in 30 days
 or sooner; or the counterparty is rated "A-1/A+" and the transaction matures
 between 30 and 183 days; and the securities are marked-to-market daily by the
 counterparty; and
(xi)   when the Corporation engages in security lending  for periods of 30 days
 or less, the counterparty must be rated at least "A-1/A" and the Corporation
 must follow all requirements of the 1940 Act.
SECOND:  Section 17 of Part I of the Corporation's Articles Supplementary
 Creating and Fixing the Rights of Series M28 Taxable Auction Market Preferred
 Shares is hereby amended by adding the following:

)S&P Hedging Transactions): For so long as any Series is rated by S&P, the
 Corporation will not purchase or sell futures contracts, write, purchase or
 sell options on futures contracts or write put options (except covered put
options) or call options (except covered call options) on portfolio securities
 unless it receives written confirmation from S&P that engaging in such
 transactions will not impair the rating then assigned to the Series by S&P,
 except that the Corporation may purchase or sell futures contracts and engage
 in swaps, caps, floors, and collars, reverse repurchase or repurchase
agreements, short sales, write, purchase or sell put and call options on such
 contracts (collectively, "S&P Hedging Transactions"), subject to the
 following limitations:

Futures and Options:
1.    S&P Hedging Transactions may not exceed the notional value of the
 preferred shares outstanding;

2.    the Corporation will engage in closing transactions to close out any
 outstanding futures contract which the Corporation owns or has sold or any
 outstanding option thereon owned by the Corporation in the event (A) the
 Corporation does not have S&P Eligible Assets with an aggregate Discounted
 Value equal to or greater than the Preferred Shares Basic Maintenance Amount
 on two consecutive Valuation Dates and (B) the Corporation is required to pay
 variation margin on the second such Valuation Date;

3.    the Corporation will engage in a closing transaction to close out any
 outstanding futures contract or option thereon in the month prior to the
 delivery month under the terms of such futures contract or option thereon
 unless the Corporation holds the securities deliverable under such terms; and

4.    when the Corporation writes a futures contract or option thereon, it will
 either maintain an amount of cash, cash equivalents or liquid securities
( in a segregated account with the Corporation's custodian, so that the amount
 so segregated plus the amount of initial margin and variation margin held in
 the account of or on behalf of the Corporation's broker with respect to such
 futures contract or option equals the Market Value of the Corporation's
 futures contract or option, marked-to-market on a daily basis, or, in the
 event the Corporation writes a futures contract or option thereon which
 requires delivery of an underlying security, it shall hold such underlying
security in its portfolio.

Credit Default Swap entered into according to International Swap Dealers
 Association ()ISDA)) standards, if premiums not paid in advance, will be
 counted as a liability for purpose of the Preferred Shares Basic Maintenance
 Amount; the Corporation is not the seller of credit protection.

Interest Rate Swaps:

1.    The Corporation may engage in interest rate swaps if it is accordance to
 ISDA standards;

2.    the counterparty to the swap transaction has a minimum short-term rating
 of )A-1/A+) or equivalent by S&P, or, if the counterparty does not have a
 short-term rating, the counterparty's minimum senior unsecured long-term debt
 rating is )A+), or equivalent by S&P, or higher;

3.    The original aggregate notional amount of the interest rate swap
 transaction or transactions is not to be greater than the liquidation
 preference of the Series;

4.    The interest rate swap transaction will be marked-to-market weekly by the
 swap counterparty.  If the Corporation fails to maintain an aggregate
 discounted value at least equal to the basic maintenance amount on two
 consecutive valuation dates then the agreement shall terminate immediately;

5.    For the purpose of calculating the Preferred Shares Basic Maintenance
 Amount, 90% of any positive mark-to-market valuation of the Corporation's
 rights will be eligible assets. 100% of any negative mark-to-market valuation
 of the Corporation's rights will be included in the calculation of the basic
 maintenance amount;

6.    The Corporation must maintain liquid assets with a value at least equal
 to the net amount of the excess, if any, of the Corporation's obligations over
 its entitlement with respect to each swap. If the swap agreement is not on a
 net basis, it must maintain liquid and unencumbered assets with a value at
 least equal to the full amount of the Corporation's accrued obligations under
 the agreement. For caps/floors, must maintain liquid assets with a value at
 least equal to the Corporation's obligations with respect to such caps or
 floors.

Short Sales

The Corporation may engage in short sales of securities or short sales against
the box if:

1.    the Corporation segregates liquid and unencumbered assets in an amount
 that when combined with the amount of collateral deposited with the broker in
 connection with the short sale equals the current market value of the security
 sold short or if the Corporation enters into a short sale against the box, it
 is required to segregate securities equivalent in kind and amount to the
 securities sold short and is required to hold such securities while the short
sale is outstanding; and

2.    The transaction will be marked to market daily by the counterparty.

Margin Purchase:

1.    The Corporation segregates liquid and unencumbered assets in an amount
 that when combined with the amount of collateral deposited with the broker in
 connection with the margin purchase equals the current net obligation of the
 Corporation; and

2.    The transaction will be marked to market daily by the counterparty.

Reverse Repurchase Agreement:

The Corporation may engage in reverse repurchase agreements if:

1.  the counterparty is rated at least A-1/A+ and the agreement matures in 30
 days or less, or
2.    the counterparty must be rated AA-/A-1+ if the transaction matures in
 more than 30 days but less than 183 days, and
3.    the securities are marked to market daily by the counterparty.

THIRD:  The definition of )Moody's Eligible Assets) contained in Section 17 of
 Part I of the Corporation's Articles Supplementary Creating and Fixing the
 Rights of Series M28 Taxable Auction Market Preferred Shares is hereby
 amended by adding the following at the end of the definition:
 Where the Corporation sells an asset and agrees to repurchase such asset in
 the future, the Discounted Value of such asset will constitute a Moody's
 Eligible Asset and the amount the Corporation is required to pay upon
 repurchase of such asset will count as a liability for the purposes of the
 Preferred Shares Basic Maintenance Amount. Where the Corporation purchases an
 asset and agrees to sell it to a third party in the future, cash receivable by
 the Corporation thereby will constitute a Moody's Eligible Asset if the
long-term debt of such other party is rated at least A2 by Moody's and such
 agreement has a term of 30 days or less; otherwise the Discounted Value of
such purchased asset will constitute a Moody's Eligible Asset. For the purposes
 of calculation of Moody's Eligible Assets, portfolio securities which have
 been called for redemption by the issuer thereof shall be valued at the lower
 of Market Value or the call price of such portfolio securities.
For purposes of valuation of Moody's Eligible Assets: (A) if the Corporation
 writes a call option, the underlying asset will be valued as follows:
(1) if the option is exchange-traded and may be offset readily or if the option
 expires before the earliest possible redemption of the Series, at the lower
 of the Discounted Value of the underlying security of the option and the
 exercise price of the option or (2) otherwise, it has no value; (B) if the
 Corporation writes a put option, the underlying asset will be valued as
 follows: the lesser of (1) exercise price and (2) the Discounted Value of the
 underlying security; and (C) call or put option contracts which the
 Corporation buys have no value. For so long as the Series is rated by Moody's:
 (A) the Corporation will not enter into an option transaction with respect to
 portfolio securities unless, after giving effect thereto, the Corporation
 would continue to have Eligible Assets with an aggregate Discounted Value
 equal to or greater than the Preferred Shares Basic Maintenance Amount; (B)
 the Corporation will not enter into an option transaction with respect to
 portfolio securities unless after giving effect to such transaction the
Corporation would continue to be in compliance with the provisions relating to
 the Preferred Shares Basic Maintenance Amount; (C) for purposes of the
 Preferred Shares Basic Maintenance Amount assets in margin accounts are not
 Eligible Assets; and (D) where delivery may be made to the Corporation with
 any of a class of securities, the Corporation will assume for purposes of the
 Preferred Shares Basic Maintenance Amount that it takes delivery of that
security which yields it the least value.

FOURTH:  Section 17 of Part I of the Corporation's Articles Supplementary
 Creating and Fixing the Rights of Series M28 Taxable Auction Market Preferred
 Shares is hereby amended by adding the following immediately after the
definition of )Moody's Eligible Assets):

)Moody's Hedging Transactions) means purchases or sales of exchange-traded
 financial futures contracts based on any index approved by Moody's or Treasury
 Bonds, and purchases, writings or sales of exchange-traded put options on such
financial futures contracts, any index approved by Moody's or Treasury Bonds,
 and purchases, writings or sales of exchange-traded call options on such
 financial futures contracts, any index approved by Moody's or Treasury Bonds,
 subject to the following limitations:

(i)  the Corporation will not engage in any Moody's Hedging Transaction based
 on any index approved by Moody's (other than Closing Transactions) that would
 cause the Corporation at the time of such transaction to own or have sold:

(A)  Outstanding financial futures contracts based on such index exceeding in
 number 10% of the average number of daily traded financial futures contracts
based on such index in the 30 days preceding the time of effecting such
 transaction as reported by The Wall Street Journal; or
(B)  Outstanding financial futures contracts based on any index approved by
 Moody's having a Market Value exceeding 50% of the Market Value of all
 portfolio securities of the Corporation constituting Moody's Eligible Assets
 owned by the Corporation;

(ii)  The Corporation will not engage in any Moody's Hedging Transaction based
 on Treasury Bonds (other than Closing Transactions) that would cause the
Corporation at the time of such transaction to own or have sold:

(A)  Outstanding financial futures contracts based on Treasury Bonds with such
 contracts having an aggregate Market value exceeding 20% of the aggregate
 Market Value of Moody's Eligible Assets owned by the Corporation and rated Aa
by Moody's (or, if not rated by Moody's but rated by S&P, rated AAA by S&P);
or
(B)  Outstanding financial futures contracts based on Treasury Bonds with such
 contracts having an aggregate Market Value exceeding 50% of the aggregate
 Market Value of all portfolio securities of the Corporation constituting
Moody's Eligible Assets owned by the Corporation (other than Moody's Eligible
 Assets already subject to a Moody's Hedging Transaction) and rated Baa or A by
 Moody's (or, if not rated by Moody's but rated by S&P, rated A or AA by S&P);

(iii)  The Corporation will engage in Closing Transactions to close out any
 outstanding financial futures contract based on any index approved by Moody's
 if the amount of open interest in such index as reported by The Wall Street
 Journal is less than an amount to be mutually determined by Moody's and the
 Corporation;

(iv)  The Corporation will engage in a Closing Transaction to close out any
 outstanding financial futures contract by no later than the fifth Business Day
 of the month in which such contract expires and will engage in a Closing
 Transaction to close out any outstanding option on a financial futures
 contract by no later than the first Business Day of the month in which such
 option expires;

(v)  The Corporation will engage in Moody's Hedging Transactions only with
 respect to financial futures contracts or options thereon having the next
 settlement date or the settlement date immediately thereafter; and

(vi)  The Corporation will not enter into an option or futures transaction
 unless, after giving effect thereto, the Corporation would continue to have
 Moody's Eligible Assets with an aggregate Discounted Value equal to or greater
 than the Preferred Shares Basic Maintenance Amount.
(vii)  Swaps (including Total Return Swaps, Interest Rate Swaps, Currency Swaps
 and Credit Default Swaps): Total return and Interest Rate Swaps are subject to
 the following provisions:

(A) Only the cumulative unsettled profit and loss from a Total Return Swap
 transaction will be calculated when determining the Preferred Shares Basic
Maintenance Amount. If the Corporation has an outstanding gain from a swap
 transaction on a Valuation Date, the gain will be included as a Moody's
 Eligible Asset subject to the Moody's Discount Factor on the counterparty to
 the swap transaction. If the Corporation has an outstanding liability from a
 swap transaction on a Valuation Date, the Corporation will subtract the
 outstanding liability from the total Moody's Eligible Assets in calculating
 the Preferred Shares Basic Maintenance Amount.

In addition, for swaps other than Total Return Swaps, the Market Value of the
 position (positive or negative) will be included as a Moody's Eligible Asset.
 The aggregate notional value of all swaps will not exceed the Liquidation
 Preference of the Outstanding Series. At the time a swap is executed, the
 Corporation will only enter into swap transactions where the counterparty has
at least a Fitch rating of A- or Moody's long-term rating of A3.

(B)  (1) The underlying securities subject to a Credit Default Swap sold by the
 Corporation will be subject to the applicable Moody's Discount Factor for
 each security subject to the swap;
(2) If the Corporation purchases a Credit Default Swap and holds the
underlying security, the Market Value of the Credit Default Swap and the
 underlying security will be included as a Moody's Eligible Asset subject to
the Moody's Discount Factor assessed based on the counterparty risk and the
 duration of the swap agreement; and
(3) The Corporation will not include a Credit Default Swap as a Moody's
 Eligible Asset purchased by the Corporation without the Corporation holding
 the underlying security or when the Corporation buys a Credit Default Swap for
 a basket of securities without holding all the securities in the basket.

If not otherwise provided for above, derivative instruments shall be treated as
 follows: Any derivative instruments will be valued pursuant to the
 Corporation's valuation procedures on a Valuation Date. The amount of the net
 payment obligation and the cost of a closing transaction, as appropriate, on
 any derivative instrument on a Valuation Date will be counted as a liability
for purposes of determining the Preferred Shares Basic Maintenance Amount
(e.g., a written call option that is in the money for the holder).
 Any derivative instrument with respect to which the Corporation is owed
payment on the Valuation Date that is not based upon an individual security
or securities that are Moody's Eligible Assets will have a mutually agreed
upon valuation byMoody's and the Corporation for purposes of determining
Moody's Eligible Assets. Any derivative instrument with respect to which the
 Corporation is owed payment on the valuation date that is based upon an
individual security
 or securities that are Moody's Eligible Assets (e.g., a purchased call option
 on a bond that is in the money) will be valued as follows for purposes of
determining Moody's Eligible Assets: (A) For such derivative instruments that
 are exchange traded, the value of the in-the-money amount of the payment
obligation to the Corporation will be reduced by applying the Moody's Discount
 Factor (as it would apply to the underlying security or securities) and then
 added to Moody's Eligible Assets; and (B) for such derivative instruments that
 are not exchange traded, the value of the in-the-money amount of the payment
 obligation to the Corporation will be (1) reduced as described in (A) and (B)
 further reduced by applying to the remaining amount the Moody's Discount
Factor determined by reference to the credit rating of the derivative
counterparty with the remaining amount after these reductions then added to
 Moody's Eligible Assets.

For purposes of determining whether the Corporation has Moody's Eligible Assets
 with an aggregate Discounted Value that equals or exceeds the Preferred
Shares Basic Maintenance Amount Test, the Discounted Value of all Forward
 Commitments to which the Corporation is a party and of all securities
deliverable to the Corporation pursuant to such Forward Commitments shall be
 zero.
FIFTH: 	The amendments set forth in these Articles of Amendment were duly
approved by the Board of Directors in accordance with Part I, Sections 6(k) and
 16 of the Articles Supplementary and the Maryland General Corporation Law.
  No stock entitled to be voted on the matter was outstanding or subscribed for
 at the time of the approval of the amendments set forth in these Articles of
Amendment.

SIXTH:  The amendments contemplated by these Articles of Amendment do not
 increase the authorized stock of the Corporation or the aggregate par value
thereof.

[Remainder of page left blank]

IN WITNESS WHEREOF, COHEN & STEERS QUALITY INCOME REALTY FUND, INC. has
caused these Articles of Amendment to be signed in its name and on its behalf
by its President and Chief Executive Officer and witnessed by its Secretary as
of this 16th day of June, 2008.

WITNESS:

By:
Name: Francis C. Poli
Title: Secretary

COHEN & STEERS QUALITY INCOME REALTY
FUND, INC.


By:
Name: Adam M. Derechin
Title: President and Chief Executive Officer

THE UNDERSIGNED, President of the COHEN & STEERS QUALITY INCOME REALTY
FUND, INC., who executed on behalf of the Corporation the foregoing Articles
 of Amendment hereby acknowledges the foregoing Articles of Amendment to be the
 corporate act of the Corporation and hereby certifies to the best of his
 knowledge, information, and belief that the matters and facts set forth
 herein with respect to the authorization and approval thereof are true in
 all material respects under the penalties of perjury.

By:
Name: Adam M. Derechin
Title: President and Chief Executive Officer


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