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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


   
                                   FORM 10-Q/A
    


             [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 1995



                         Commission File Number 1-9525



                         INCOME OPPORTUNITY REALTY TRUST           
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)




           California                                          94-6578120     
- --------------------------------                          ---------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)



10670 North Central Expressway, Suite 300, Dallas, Texas,          75231    
- --------------------------------------------------------------------------------
  (Address of Principal Executive Office)                       (Zip Code)



                                (214) 692-4700         
                        -------------------------------
                        (Registrant's Telephone Number,
                              Including Area Code)



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.  Yes  X .  No    .
                                               ---      ---



Shares of Beneficial Interest,
         no par value                                   791,444            
- ------------------------------            ---------------------------------
           (Class)                         (Outstanding at April 28, 1995)





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This Form 10-Q/A amends the Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1995 as follows:
    

   
ITEM 1.     FINANCIAL STATEMENTS - page 6
    

   
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS - page 8
    


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                        INCOME OPPORTUNITY REALTY TRUST
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   BASIS OF PRESENTATION

The accompanying Consolidated Financial Statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly, they do not include all of the information and notes
required by generally accepted accounting principles for complete financial
statements.  Operating results for the three month period ended March 31, 1995
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1995.  For further information, refer to the Consolidated
Financial Statements and notes thereto included in the Trust's Annual Report on
Form 10-K for the year ended December 31, 1994 (the "1994 Form 10-K").

NOTE 2.   NOTES AND INTEREST RECEIVABLE

In November 1993, the Trust placed the $1.1 million wraparound mortgage note,
secured by the Cedars Apartments in Irving, Texas on nonperforming, nonaccrual
status.  The Trust had sold the property securing the mortgage in 1992
providing purchase money financing in conjunction with the sale.  In December
1993, the borrower filed for bankruptcy protection.  The Trust recorded the
property as an insubstance foreclosure as of December 31, 1994 and accepted a
deed in lieu of foreclosure on March 2, 1995.  The Trust did not incur a loss
on foreclosure as the fair value of the property, less estimated costs of sale,
exceeded the principal balance of the note receivable.

   
NOTE 3.   REAL ESTATE HELD FOR SALE AND DEPRECIATION
    

As discussed in NOTE 2. "NOTES AND INTEREST RECEIVABLE," as of December 31,
1994, the Trust recorded the insubstance foreclosure of the Cedars Apartments.
Upon foreclosure, the property was renamed the Spanish Trace Apartments.

NOTE 4.   COMMITMENTS AND CONTINGENCIES

   
The Trust is involved in various lawsuits arising in the ordinary course of
business.  The Trust's management is of the opinion that the outcome of these
lawsuits will have no material impact on the Trust's financial condition or
results of operations.
    
                          ____________________________


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

Introduction

Income Opportunity Realty Trust (the "Trust") was formed to invest in mortgage
loans on real estate, including first, wraparound, and junior





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ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

investment cannot exceed the lower of its cost or its estimated net realizable
value.  In an instance where the estimate of net realizable value of a Trust
property or note is less than the carrying value thereof at the time of
evaluation, a provision for loss is recorded by a charge against earnings.  The
estimate of net realizable value of the Trust's mortgage note receivable is
based on management's review and evaluation of the collateral property securing
the mortgage note.  The property review generally includes selective property
inspections, a review of the property's current rents compared to market rents,
a review of the property's expenses, a review of the maintenance requirements,
discussions with the manager of the property and a review of the surrounding
area.  See "Recent Accounting Pronouncements," below.

Results of Operations

For the three months ended March 31, 1995, the Trust reported net income of
$8,000, as compared with a net loss of $139,000 for the corresponding period in
1994.  The primary factors contributing to the Trust's 1995 first quarter net
income versus a net loss in the first quarter of 1994, are discussed in the
following paragraphs.

   
Net rental income (rental income less expenses applicable to rental income) for
the first quarter of 1995 was $815,000 as compared to the $698,000 in the
corresponding quarter of 1994.  The increase is due to an increase in occupancy
rates and common area maintenance cost recoveries at one of the Trust's
commercial properties.
    

Interest income, interest expense, depreciation, advisory fee and general and
administrative expense for the first quarter of 1995 all approximated that of
the corresponding quarter of 1994.

Tax Matters

As more fully discussed in the Trust's 1994 Form 10-K, the Trust has elected
and, in management's opinion, qualified, to be taxed as a real  estate
investment trust ("REIT"), as defined under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended, (the "Code").  To continue to
qualify for federal taxation as a REIT under the Code, the Trust is required to
hold at least 75% of the value of its total assets in real estate assets,
government securities, cash and cash equivalents at the close of each quarter
of each taxable year.  The Code also requires a REIT to distribute at least 95%
of its REIT taxable income plus 95% of its net income from foreclosure
property, all as defined in Section 857 of the Code, on an annual basis to
shareholders.

Inflation

The effects of inflation on the Trust's operations are not quantifiable.
Revenues from property operations generally fluctuate proportionately





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