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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 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



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