EXHIBIT 31.1
CERTIFICATION
I, Robert N. Crouch II, Executive Vice President, Chief Financial Officer, and Acting PrincipalExecutive 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 untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading with respect to theperiod covered by this quarterly report; 3.  Based on my knowledge, the financial statements, and other financial information included inthis 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 presentedin this quarterly report; 4.  I am responsible for establishing and maintaining internal controls and procedures (asdefined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13(a)-15(f) and 15d-15(f) for the registrant and have:
 (a)  Designed such disclosure controls and procedures or caused such disclosurecontrols and procedures to be designed under our supervision, to insure that materialinformation relating to the registrant, including its consolidated subsidiaries is madeknown to me by others within those entities, particularly during the period in whichthis report is being prepared;  (b)  Designed such internal controls over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles;  (c)  Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this reportbased on such evaluation; and  (d)  Disclosed in the report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscal quarter(the registrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect the registrant’sinternal control over financial reporting; and
5.  I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s Board ofDirectors (or persons performing the equivalent functions):
 (a)  All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and report financialinformation; and  (b)  Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal controls.     Date: May 13, 2005 By:     /s/ Robert N. Crouch II       Robert N. Crouch II