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                                                                    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.

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                  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: August 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)

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