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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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COHEN & STEERS
QUALITY INCOME REALTY FUND, INC.
(Exact name of registrant as specified in its charter)
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Maryland 13-4124161
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
757 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
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If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange
Act Act and is effective upon filing pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange
and is effective pursuant to General Instruction A.(d),
please check the following box. [ ]
Securities Act registration statement file numbers to which this form relates:
333-68150
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered: class is to be registered:
Common Share, $.001 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Common Stock, par value $.001 per share (the
"Common Stock"), of the registrant to be registered hereunder is set forth in
the section entitled "Description of Shares" of the Prospectus that has been
filed with the Securities and Exchange Commission ("SEC") in connection with the
registrant's Registration Statement on Form N-2 filed on August 22, 2001, as
amended on January 23, 2002 and January 28, 2002, which description is
incorporated herein by reference as filed with the SEC. Such Registration
Statement may hereafter be amended or supplemented and filed as part of an
amendment to the Registration Statement or otherwise pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, is hereby incorporated by
reference.
Item 2. Exhibits
The following is a list of exhibits to this Registration Statement which shall
be filed with the New York Stock Exchange:
1. The Company's Registration Statement on Form N-2 (File No.
333-68150), as filed with the Securities and Exchange Commission
on August 22, 2001.
2. Pre-Effective Amendment No. 1 to the Registration Statement on
form N-2 (File No. 333-68150), as filed with the Securities and
Exchange Commission on January 23, 2002.
3. Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-2 (File No. 333-68150), as filed with the Securities and
Exchange Commission on January 28, 2002.
4. Articles of Incorporation and Articles of Amendment of the
Registrant (incorporated by reference to Exhibit 99.2(a) to the
Registration Statement).
5. By-Laws of the Registrant (incorporated by reference to
Exhibit 99.2(b)(i) to the Registration Statement).
6. Form of specimen share certificate (incorporated by reference
to Exhibit 99.2(d)(i) to the Registration Statement)
7. Form of Dividend Reinvestment Plan (incorporated by reference to
Exhibit 99.2(e) to the Registration Statement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
By: /s/ Robert H. Steers
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Name: Robert H. Steers
Title: Chairman & Secretary
Dated: January 28, 2002