EXHIBIT 31.0
CERTIFICATION
I, Robert N. Crouch II, Executive Vice President and Chief Financial Officer (Principal Financialand Accounting Officer and Acting Principal Executive Officer) of Income Opportunity RealtyInvestors, Inc. (“IORI”), certify that:
1.  I have reviewed this annual report on Form 10-K of IORI; 2.  Based on my knowledge, this annual report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this annual report; 3.  Based on my knowledge, the financial statements, and other financial information included inthis annual 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 thisannual report; 4.  I am responsible for establishing and maintaining disclosure 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 13a-15(f) and 15d-15(f)) for the registrant andhave:
 a.  designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in which thisreport is being prepared;  b.  designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generally acceptedaccounting principles;  c.  evaluated the effectiveness of the registrant’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report based on suchevaluation; and  d.  disclosed in this 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 thecase of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting.
5.  I have disclosed, based upon my most recent evaluation of internal control over financialreporting, to IORI’s auditors and Audit Committee of the Board of Directors (or personsfulfilling the equivalent function):
 a.  all significant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adversely affectIORI’s ability to record, process, summarize, and report financial information; and  b.  any fraud, whether or not material, that involves management or other employees whohave a significant role in IORI’s internal controls over financial reporting.        Date: March 30, 2005 /s/ Robert N. Crouch II   Robert N. Crouch II   Executive Vice Presidentand Chief Financial Officer(Principal Financial andAccounting Officer andActing Principal ExecutiveOfficer)