August 9, 2005


Mail Stop 4561

VIA U.S. MAIL AND FAX (214) 361-0964

Mr. Robert N. Crouch II
Executive Vice President and Chief Financial Officer
Income Opportunity Realty Investors, Inc.
1755 Wittington Place, Suite 340
Dallas, TX  75234

Re:	Income Opportunity Realty Investors, Inc.
      Item 4.02 Form 8-K
      Filed August 8, 2005
      File No. 001-14784

Dear Mr. Crouch:

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have the following comment(s).

1. Please tell us if your certifying officers have reconsidered
the
effect on the adequacy of your disclosure controls and procedures
as
of the end of the period covered by your Form 10-K for the period
ended December 31, 2004 in light of the material error you have
disclosed.

2. Please revise your disclosure to clarify whether any "material
weaknesses" existed as of December 31, 2004 and for the two years
then ended considering your inability to detect the error.  If you
do
not believe this lack of detection represents a deficiency during
those periods, please provide us with the basis for your
conclusions.


*  *  *  *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You should file an amendment to the Form 8-K in response to
this
comment within five business days.  You may contact Josh Forgione,
at
(202) 551-3431, or me, at (202) 551-3403, if you have questions.


								Sincerely,



      Steven Jacobs
      Accounting Branch Chief

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Mr. Robert N. Crouch
Income Opportunity Realty Investors, Inc.
August 9, 2005
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