Sec Form 4 Filing - DERECHIN ADAM M @ COHEN & STEERS QUALITY INCOME REALTY FUND INC - 2020-02-13

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 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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1. Name and Address of Reporting Person DERECHIN ADAM M 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 280 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2020 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/13/2020( 1 )( 2 ) A 2,457 ( 3 ) A $ 14.12 9,804.866 D Common Stock, par value $0.001 per share 02/13/2020( 1 )( 2 ) A 3,000 ( 3 ) A $ 14.12 12,804.866 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 DERECHIN ADAM M 280 PARK AVENUE NEW YORK, NY10017 President and CEO Signatures Dana A. DeVivo, Attorney-in-Fact 02/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 7, 2020, Cohen & Steers Quality Income Realty Fund (the "Fund") announced the commencement of a pro rata offering (the "Rights Offering") of transferable rights (the "Rights") to holders of the Fund's common shares, as of the record date of January 17, 2020 ("Record Date Shareholder"). Record Date Shareholders received one Right for each outstanding whole common share held on the Record Date. The Rights entitled their holders to purchase one new common share for every three Rights held. The subscription price per common share was $14.12 and was fixed as of the close of the subscription period on February 13, 2020 (the "basic subscription privilege"). The Rights Offering also included an oversubscription privilege which entitled holders who fully exercised their basic subscription privilege the right to purchase, at a price of $14.12 per common share, additional common shares of the Fund, subject to availability and pro rata allocation of shares (continued in footnote 2) ( 2 )among Record Date Shareholders exercising such oversubscription privilege. The subscription rights expired at close of business on February 13, 2020, Eastern time. ( 3 )The Reporting Person purchased 2457 common shares of the Fund from the exercise of his basic subscription rights plus an additional 3000 common shares of the Fund pursuant to the oversubscription privileges associated with the Reporting Person's subscription rights on the basis of the Fund's allocation of common shares, as of the closing of the subscription period.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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