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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



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