<PAGE>

                                                                    EXHIBIT 31.1

         Certification Pursuant to Rules 13a-14 and 15d-14 under the Securities
Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002


I, Ronald E. Kimbrough, Executive Vice President and Chief Financial Officer,
Principal Financial and Accounting Officer and Acting Principal Executive
Officer of Income Opportunity Realty Investors, Inc. ("the Company"), certify
that:

1.       I have reviewed this quarterly report on Form 10-Q of the Company;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       I am responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-15(e) and
         15d-15(e)) and internal control over financial reporting (as defined in
         Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

         a.       designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  my supervision, to ensure that material information relating
                  to the company and its consolidated subsidiaries is made known
                  to me by others within those entities, particularly for the
                  periods presented in this quarterly report;

         b.       designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under my supervision, to provide reasonable assurance
                  regarding the reliability of financial reporting and the
                  preparation of financial statements for external purposes in
                  accordance with generally accepted accounting principles.


                                       30
<PAGE>

         Certification Pursuant to Rules 13a-14 and 15d-14 under the Securities
Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 - continued


         c.       evaluated the effectiveness of the Company's disclosure
                  controls and procedures and presented in this report my
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         d.       disclosed in this report any change in the Company's internal
                  control over financial reporting that occurred during the
                  Company's most recent fiscal quarter that has materially
                  affected, or is reasonably likely to materially affect, the
                  Company's internal control over financial reporting; and


5.       I have disclosed based on my most recent evaluation of internal control
         over financial reporting, to the Company's auditors and Audit Committee
         of the Board of Directors (or persons fulfilling the equivalent
         function):

         a.       all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  Company's ability to record, process, summarize, and report
                  financial data; and

         b.       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  Company's internal control over financial reporting.


Date: November 14, 2003                  By: /s/ Ronald E. Kimbrough
      -----------------                      -----------------------------------
                                             Ronald E. Kimbrough
                                             Executive Vice President
                                             and Chief Financial Officer
                                             (Principal Financial and
                                             Accounting Officer and
                                             Acting Principal Executive Officer)


                                       31