<DOCUMENT>
<TYPE>EX-99.77M MERGERS
<SEQUENCE>3
<FILENAME>rqi77m1.txt
<DESCRIPTION>ARTICLES OF MERGER
<TEXT>
ARTICLES OF MERGER

between

COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
(a Maryland corporation)

and

COHEN & STEERS WORLDWIDE REALTY INCOME FUND, INC.
(a Maryland corporation)


		COHEN & STEERS QUALITY INCOME REALTY FUND, INC., a corporation duly
organized and existing under the laws of the State of Maryland ("RQI"), and
COHEN & STEERS WORLDWIDE REALTY INCOME FUND, INC., a corporation duly
organized and existing under the laws of the State of Maryland ("RWF"), do
hereby certify that:

		FIRST:  RQI and RWF agree to merge.

		SECOND:  The name and place of incorporation of each party to these Articles
are COHEN & STEERS QUALITY INCOME REALTY FUND, INC., a Maryland corporation,
and COHEN & STEERS WORLDWIDE REALTY INCOME FUND, INC., a Maryland corporation.
RQI shall survive the merger as the successor corporation and shall continue
under the name "COHEN & STEERS QUALITY INCOME REALTY FUND, INC." as a
corporation of the State of Maryland.

		THIRD:  RQI has its principal office in the State of Maryland in Baltimore
City.  RWF has its principal office in the State of Maryland in Baltimore City
and does not own an interest in land in the State of Maryland.

		FOURTH:  The terms and conditions of the transaction set forth in these
Articles were advised, authorized, and approved by each corporation party to
the Articles in the manner and by the vote required by its Charter and the
laws of the State of Maryland.  The manner of approval was as follows:

	(a)  The Board of Directors of RQI at duly convened meetings adopted
resolutions which declared that the proposed merger was advisable on
substantially the terms and conditions set forth or referred to in the
resolutions and directed that the proposed merger be submitted for
consideration at a special meeting of stockholders of RQI.  Notice, which
stated that a purpose of the special meeting was to act on the proposed
merger, was given by RQI as required by law.  The proposed merger was
approved by the stockholders of RQI at a duly convened special meeting of
stockholders by the affirmative vote of a majority of all the votes entitled
to be cast on the matter.

	(b)  The Board of Directors of RWF at duly convened meetings adopted
resolutions which declared that the proposed merger was advisable on
substantially the terms and conditions set forth or referred to in the
resolutions and directed that the proposed merger be submitted for
consideration at a special meeting of stockholders of RWF.  Notice, which
stated that a purpose of the special meeting was to act on the proposed
merger, was given by RWF as required by law.  The proposed merger was approved
by the stockholders of RWF at a duly convened special meeting of stockholders
by the affirmative vote of a majority of all the votes entitled to be cast on
the matter.

		FIFTH:  The total number of shares of capital stock of all classes which RQI
or RWF, respectively, has authority to issue, the number of shares of each
class which RQI or RWF, respectively, has authority to issue, and the par
value of the shares of each class which RQI or RWF, respectively, has
authority to issue are as follows:

	(a)  The total number of shares of stock of all classes which RQI has
authority to issue is 300,000,000 shares of Common Stock (par value $0.001 per
share).  The aggregate par value of all the shares of stock of all classes of
RQI is $300,000.

	(b)	The total number of shares of stock of all classes which RWF has
authority to issue is 100,000,000 shares of Common Stock (par value $0.001 per
share).  The aggregate par value of all the shares of stock of all classes of
RWF is $100,000.

		SIXTH:  The manner and basis of converting or exchanging issued stock of the
merging corporations into different stock of a corporation or other
consideration and the treatment of any issued stock of the merging
corporations not to be converted or exchanged are as follows:

	(a)  Each issued and outstanding full (and fractional) share of the Common
Stock of RQI at the effective time of the merger shall continue, without
change as to class, series or otherwise, to be an issued and outstanding share
of Common Stock of RQI.

	(b)  Each issued and outstanding full (and fractional) share of Common Stock
of RWF at the effective time of the merger shall upon effectiveness and
without further act, be converted into, and become, an equivalent dollar
amount (to the nearest $0.001) of full (and fractional) shares of Common Stock
of RQI, based on the net asset value per share of Common Stock of each of RQI
and RWF calculated at 4:00 p.m., Eastern time, on the day on which the merger
becomes effective, in accordance with the provisions of the Agreement and Plan
of Merger, dated June 29, 2009, between each party to these Articles of
Merger.

	(c)  In lieu of delivery of certificates for RQI Common Stock, RQI will
record the issuance of RQI shares in the merger to holders of RWF shares in
book entry form, with notice thereof to such holders.

	(d)  Any holder of RWF Common Stock whose shares are represented by stock
certificates will not be issued shares of RQI Common Stock and will not be
entitled to vote as a holder of such shares of RQI Common Stock unless and
until such RWF stock certificates are surrendered to RQI, at which time such
RWF stockholder will be issued the full (and fractional) shares of RQI Common
Stock to which such RWF stockholder is entitled.  RQI dividends or other
distributions payable to any former RWF stockholder after the merger shall be
paid to such stockholder; however such dividends or other distributions shall
not be paid unless and until such stockholder's certificates representing RWF
Common Stock have been surrendered to RQI.

		SEVENTH:  These Articles of Merger and the merger shall become effective at
4:00 p.m. Eastern time on March 12, 2010.

		EIGHTH:  Each undersigned President acknowledges these Articles of Merger to
be the corporate act of the respective corporate party on whose behalf he has
signed, and hereby certifies that to the best of his knowledge, information
and belief the matters and facts set forth therein with respect to the
authorization and approval thereof are true in all material respects under
the penalties for perjury.


ATTEST:





Francis C. Poli, Secretary

	COHEN & STEERS QUALITY INCOME REALTY FUND, INC.



By:
        Adam Derechin, President
ATTEST:





Francis C. Poli, Secretary	COHEN & STEERS WORLDWIDE REALTY INCOME FUND, INC.



By:
        Adam Derechin, President

</TEXT>
</DOCUMENT>
