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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A
 (Mark One) þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended
    
    December 31, 2004
 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 001-14784 Income Opportunity Realty Investors, Inc. 
  Nevada
    
    75-2615944(State or other jurisdiction of
    
    (IRS EmployerIncorporation or organization)
    
    Identification Number)1755 Wittington Place, Suite 340, Dallas, Texas
    
    75234(Address of principal executive offices)
    
    (Zip Code)
 Registrants Telephone Number, including area code
    
    214-750-5800
 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class
    
    Name of each exchange on which registeredCommon Stock, $0.01 par value
    
    American Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act:
    
    None
 Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YesþNoo Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). YesoNoþ The aggregate market value of the shares of voting and non-voting common equity held by
non-affiliates of the Registrant, computed by reference to the closing sales price of the Common
Stock on the American Stock Exchange as of June 30, 2004 (the last business day of the Registrants
most recently completed second fiscal quarter) was $4,034,394 based upon a total of 298,844 shares
held as of June 30, 2004 by persons believed to be non-affiliates of the Registrant. The basis of
the calculation does not constitute a determination by the Registrant as defined in Rule 405 of the
Securities Act of 1933, as amended, such calculation, if made as of a date within sixty days of
this filing, would yield a different value. As of March 18, 2005, there were 1,389,345 shares of
common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE
None




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AMENDMENT NO. 2 TOANNUAL REPORT ON FORM 10-K FORINCOME OPPORTUNITY REALTY INVESTORS, INC. The undersigned Registrant hereby amends the following items, exhibits, or other portions
of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 as set forth below
and as reflected in the substituted pages attached hereto which replace the same numbered pages in
the original filing:  
    Cover Page  Amendment No. 1 contained incorrect outstanding share
information; the page has been corrected as noted on the Cover Page to this
Amendment. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto
duly-authorized. Date: June 7, 2005. INCOME OPPORTUNITY REALTY
INVESTORS, INC.By:
    /s/ R. Neil Crouch, IIR. Neil Crouch, II, Executive Vice Presidentand Chief Financial Officer and Acting
Principal Executive Officer 1