<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>RQI_NSAR.txt
<TEXT>






Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
of Cohen & Steers Quality Income Realty
Fund, Inc.

In planning and performing our audit of the financial
statements of Cohen & Steers Quality Income Realty
Fund, Inc. ("the Fund") as of and for the year ended
December 31, 2016, in accordance with the
standards of the Public Company Accounting Oversight
Board (United States), we considered the Fund's
internal control over financial reporting, including
controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of
expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR,
but not for the purpose of expressing an opinion on
the effectiveness of the Fund's internal control over
financial reporting.  Accordingly, we do not express
an opinion on the effectiveness of the Fund's internal
control over financial reporting.

The management of the Fund is responsible for
establishing and maintaining effective internal
control over financial reporting.  In fulfilling
this responsibility, estimates and judgments by
management are required to assess the expected
benefits and related costs of controls.  A fund's
internal control over financial reporting is a process
designed to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles.  A fund's internal control
over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of
the assets of the fund; (2) provide reasonable
assurance that transactions are recorded as
necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that receipts and
expenditures of the fund are being made
only in accordance with authorizations of
management and directors of the fund; and (3)
provide reasonable assurance regarding
prevention or timely detection of unauthorized
acquisition, use or disposition of a fund's assets
that could have a material effect on the
financial statements.

Because of its inherent limitations, internal
control over financial reporting may not prevent
or detect misstatements.  Also, projections of
any evaluation of effectiveness to future periods
are subject to the risk that controls may become
inadequate because of changes in conditions, or
that the degree of compliance with the policies
or procedures may deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation of a
control does not allow management or employees, in
the normal course of performing their assigned
functions, to prevent or detect misstatements on a
timely basis.  A material weakness is a deficiency,
or a combination of deficiencies, in internal control
over financial reporting, such that there is a
reasonable possibility that a material misstatement
of the Fund's annual or interim financial statements
will not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control
over financial reporting was for the limited purpose
described in the first paragraph and would not
necessarily disclose all deficiencies in internal
control over financial reporting that might be
material weaknesses under standards established by
the Public Company Accounting Oversight Board
(United States).  However, we noted no deficiencies
in the Fund's internal control over financial
reporting and its operation, including controls
over safeguarding securities, that we consider to
be material weaknesses as defined above as of
December 31, 2016.

This report is intended solely for the information
and use of management and the Board of Directors of
Cohen & Steers Quality Income Realty Fund, Inc. and
the Securities and Exchange Commission and is
not intended to be and should not be used by anyone
other than these specified parties.



/s/ PricewaterhouseCoopers LLP
New York, New York
February 27, 2017







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