**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 and amendments on Form 10-Q/A of IORI;     2. Based on my knowledge, this quarterly report does not contain any untrue statements of amaterial fact or omit to state a material fact necessary to make the statements made, in light ofthe circumstances under which such statements were made, not misleading with respect to the periodcovered by this report;     3. Based on my knowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periods presented in thisreport;     4. I am responsible for establishing and maintaining internal controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined 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 suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Registrant, including itsconsolidated subsidiaries is made known to my by others within those entities,particularly during the period in which this report is being prepared;  (b) Designed such internal controls over financial reporting, or causedsuch internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;  (c) Evaluated the effectiveness of the Registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluations; and  (d) Disclosed in the report any change in the Registrant’s internal controlover financial reporting that occurred during the Registrant’s most recentfiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the Registrant’s internal 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 oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the Registrant’s ability to record, process,summarize and report financial information; and  (b) Any fraud, whether or not material, that involves management or otheremployees who have a significant role in Registrant’s internal controls.        Dated: September 28, 2005. By:  /s/ Robert N. Crouch II    Robert N. Crouch II, Executive Vice    President, Chief Financial Officer andActing Principal Executive Officer