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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 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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