================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- 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 -------------- COHEN & STEERS QUALITY INCOME REALTY FUND, INC. (Exact name of registrant as specified in its charter) -------------- 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) -------------- 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 ================================================================================ 2 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 --------------------------------- Name: Robert H. Steers Title: Chairman & Secretary Dated: January 28, 2002