EXHIBIT 31.1
CERTIFICATION
I, Robert N. Crouch II, Executive Vice President, Chief Financial Officer, andActing Principal Executive Officer, of Income Opportunity Realty Investors,Inc. (“IORI”), certify that:
1. I have reviewed this quarterly report on Form 10-Q of IORI; 2. Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered bythis quarterly report; 3. Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in allmaterial respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in thisquarterly report; 4. I am responsible for establishing and maintaining internal controls andprocedures (as defined in Exchange Act Rules 13a-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules13(a)-15(f) and 15d-15(f) for IORI and have:
 (a) Designed such disclosure controls and procedures or caused suchdisclosure controls and procedures to be designed under oursupervision, to insure that material information relating to IORI andits consolidated subsidiaries is made known to me by others withinthose entities, particularly for the periods presented in thisquarterly report;  (b) Designed such internal controls over financial reporting, orcaused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generallyaccepted accounting principles;  (c) Evaluated the effectiveness of IORI’s disclosure controls andprocedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation;and  (d) Disclosed in the report any change in IORI’s internal controlover financial reporting that occurred during IORI’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonablylikely to materially affect IORI’s internal control over financialreporting; and
5. I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to IORI’s auditors and the audit committee ofIORI’s Board of Directors (or persons performing the equivalentfunctions):
 (a) All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reportingwhich are reasonably likely to adversely affect IORI’s ability torecord, process, summarize and report financial information; and  (b) Any fraud, whether or not material, that involves management orother employees who have a significant role in IORI’s internalcontrols.        Date: November 15, 2004 By:  /s/ Robert N. Crouch II    Robert N. Crouch II    Executive Vice President, Chief FinancialOfficer, and Acting Principal Executive Officer