FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Ward C Edward Jr   2. Issuer Name and Ticker or Trading Symbol COHEN & STEERS QUALITY INCOME REALTY FUND INC [RQI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 280 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 09/30/2009 (Street) NEW YORK, NY 10017 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 09/30/2009   J   18 (1) A $ 0 156 D   Common Stock, par value $0.001 per share 12/18/2009   A   171.445 (2) A $ 0 327.445 D   Common Stock, par value $0.001 per share 12/18/2009   A   158.277 (3) A $ 0 485.722 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ward C Edward Jr 280 PARK AVENUE NEW YORK, NY 10017

Signatures

Tina M. Payne, Attorney-in-Fact		12/22/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares were acquired through dividend reinvestments at various prices at fair market value throughout the 2009 reporting year.
(2)	Received in exchange for 168 shares of Cohen & Steers Advantage Income Realty Fund, Inc. (RLF) common stock in connection with merger of RLF into Cohen & Steers Quality Income Realty Fund, Inc. (RQI) (the Merger). On the effective date of the Merger, the closing price of RLF's common stock was $5.93 per share, and the closing price of RQI's common stock was $5.82 per share.
(3)	Received in exchange for 169 shares of Cohen & Steers Premium Income Realty Fund, Inc. (RPF) common stock in connection with merger of RPF into Cohen & Steers Quality Income Realty Fund, Inc. (RQI) (the Merger). On the effective date of the Merger, the closing price of RPF's common stock was $5.39 per share, and the closing price of RQI's common stock was $5.82 per share.

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