SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange 
Act of 1934

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[    ]	Preliminary Proxy Statement
[ X ]	Definitive Proxy Statement
[    ]	Definitive Additional Materials
[    ]	Soliciting Material Pursuant to Sec. 240.14a-11(c) or 
Sec. 240.14a-12

PREFERRED INCOME FUND INCORPORATED

(Name of Registrant as Specified In Its Charter)

CHRISTINE P. RITCH
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box.)

[  X ]	$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 
or 14a-6(j)(2)
[     ]	$500 per each party to the controversy pursuant to 
Exchange Act Rule 14a-6(i)(3).
[     ]	Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

1)	Title of each class of securities to which transactions 
applies:

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction 
computed pursuant to 	Exchange Act Rule 0-11:*

4)	Proposed maximum aggregate value of transaction:


*Set forth the amount on which the filing fee is calculated and state 
how it was determined.

[    ]	Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identity the filing for which the 
offsetting fee was paid previously.  Identify the previous filing by 
registration statement number, or the Form or schedule and the date 
of its filing.

1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:



SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange 
Act of 1934

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[    ]	Preliminary Proxy Statement
[ X ]	Definitive Proxy Statement
[    ]	Definitive Additional Materials
[    ]	Soliciting Material Pursuant to Sec. 240.14a-11(c) or 
Sec. 240.14a-12

PREFERRED INCOME OPPORTUNITY FUND INCORPORATED

(Name of Registrant as Specified In Its Charter)

CHRISTINE P. RITCH
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box.)

[  X ]	$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 
or 14a-6(j)(2)
[     ]	$500 per each party to the controversy pursuant to 
Exchange Act Rule 14a-6(i)(3).
[     ]	Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

1)	Title of each class of securities to which transactions 
applies:

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction 
computed pursuant to 	Exchange Act Rule 0-11:*

4)	Proposed maximum aggregate value of transaction:


*Set forth the amount on which the filing fee is calculated and state 
how it was determined.

[    ]	Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identity the filing for which the 
offsetting fee was paid previously.  Identify the previous filing by 
registration statement number, or the Form or schedule and the date 
of its filing.

1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:




SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange 
Act of 1934

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[    ]	Preliminary Proxy Statement
[ X ]	Definitive Proxy Statement
[    ]	Definitive Additional Materials
[    ]	Soliciting Material Pursuant to Sec. 240.14a-11(c) or 
Sec. 240.14a-12

PREFERRED INCOME MANAGEMENT FUND INCORPORATED

(Name of Registrant as Specified In Its Charter)

CHRISTINE P. RITCH
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box.)

[  X ]	$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 
or 14a-6(j)(2)
[     ]	$500 per each party to the controversy pursuant to 
Exchange Act Rule 14a-6(i)(3).
[     ]	Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

1)	Title of each class of securities to which transactions 
applies:

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction 
computed pursuant to 	Exchange Act Rule 0-11:*

4)	Proposed maximum aggregate value of transaction:


*Set forth the amount on which the filing fee is calculated and state 
how it was determined.

[    ]	Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identity the filing for which the 
offsetting fee was paid previously.  Identify the previous filing by 
registration statement number, or the Form or schedule and the date 
of its filing.

1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:



PREFERRED INCOME FUND INCORPORATED
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
301 E. Colorado Boulevard, Suite 720
Pasadena, California 91101

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held on July 19, 1996

To the Shareholders:

	Notice is hereby given that the Annual Meetings of 
Shareholders of Preferred Income Fund Incorporated, Preferred 
Income Opportunity Fund Incorporated and Preferred Income 
Management Fund Incorporated (each a "Fund" and collectively 
the "Funds"), each a Maryland corporation, will be held at 
the offices of Willkie Farr & Gallagher, One Citicorp Center, 
153 East 53rd Street, 47th Floor, New York, New York 10022 at 
8:30 a.m., on July 19, 1996, for the following purposes:

	1.	To elect Directors of each Fund (Proposal 1).

2.	To ratify the selection of Coopers & Lybrand L.L.P. as 
independent accountants for each Fund for the fiscal year 
ending November 30, 1996 (Proposal 2).

3.	To transact such other business as may properly come 
before the Meetings or any adjournments thereof.

	The Board of Directors of each Fund has fixed the close 
of business on May 23, 1996 as the record date for the 
determination of shareholders of the Funds entitled to notice 
of and to vote at the Annual Meetings.
By Order of the Board of 
Directors,


						DONALD F. CRUMRINE
						Secretary

June 3, 1996

	SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH 
YOU OWN SHARES.  SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE 
ANNUAL MEETINGS ARE REQUESTED TO COMPLETE, SIGN, DATE AND 
RETURN THE PROXY CARD OR CARDS IN THE ENCLOSED ENVELOPE, 
WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED 
STATES.  INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE 
SET FORTH ON THE INSIDE COVER.




INSTRUCTIONS FOR SIGNING PROXY CARDS




	The following general rules for signing proxy cards 
may be of assistance to you and may avoid the time and 
expense to the Fund(s) involved in validating your vote 
if you fail to sign your proxy card(s) properly.

	1.	Individual Accounts:  Sign your name exactly 
as it appears in the registration on the proxy card(s).

	2.	Joint Accounts:  Either party may sign, but 
the name of the party signing should conform exactly to a 
name shown in the registration.

	3.	All Other Accounts:  The capacity of the 
individual signing the proxy card should be indicated 
unless it is reflected in the form of registration.  For 
example:




Registration
Valid 
Signature


Corporate Accounts


(1)  ABC Corp.
ABC Corp.

(2)  ABC Corp.
John Doe, 
Treasurer

(3)  ABC Corp., c/o John 
Doe Treasurer
John Doe

(4)  ABC Corp. Profit 
Sharing Plan
John Doe, 
Trustee


Trust Accounts


(1)  ABC Trust
Jane B. Doe, 
Trustee

(2)  Jane B. Doe, 
Trustee, u/t/d 12/28/78
Jane B. Doe


Custodian or Estate 
Accounts


(1)  John B. Smith, 
Cust.,
John B. Smith

      f/b/o John B. 
Smith, Jr. UGMA


(2)  John B. Smith
John B. Smith, 
Jr., Executor





PREFERRED INCOME FUND INCORPORATED
PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PREFERRED INCOME MANAGEMENT FUND INCORPORATED

301 E. Colorado Boulevard, Suite 720
Pasadena, California 91101


ANNUAL MEETINGS OF SHAREHOLDERS
July 19, 1996

JOINT PROXY STATEMENT


	This document is a joint proxy statement ("Joint 
Proxy Statement") for Preferred Income Fund Incorporated 
("Preferred Income Fund" or "PFD"), Preferred Income 
Opportunity Fund Incorporated ("Preferred Income 
Opportunity Fund" or "PFO") and Preferred Income 
Management Fund Incorporated ("Preferred Income 
Management Fund" or "PFM") (each a "Fund" and 
collectively the "Funds").  This Joint Proxy Statement is 
furnished in connection with the solicitation of proxies 
by each respective Fund's Board of Directors (each a 
"Board" and collectively, the "Boards") for use at the 
Annual Meeting of Shareholders of each Fund to be held on 
July 19, 1996, at 8:30 a.m., at the offices of Willkie 
Farr & Gallagher, One Citicorp Center, 153 East 53rd 
Street, 47th Floor, New York, New York 10022 and at any 
adjournments thereof (each a "Meeting" and collectively, 
the "Meetings").  A Notice of Annual Meetings of 
Shareholders and proxy card for each Fund of which you 
are a shareholder accompany this Joint Proxy Statement.  
Proxy solicitations will be made, beginning on or about 
June 3, 1996, primarily by mail, but proxy solicitations 
may also be made by telephone, telegraph or personal 
interviews conducted by officers and employees of the 
Funds; Flaherty & Crumrine Incorporated ("Flaherty & 
Crumrine"), the investment adviser of each Fund; and 
First Data Investor Services Group, Inc. ("FDISG"), the 
transfer agent and administrator of each Fund and a 
wholly-owned subsidiary of First Data Corporation.  The 
costs of proxy solicitation and expenses incurred in 
connection with the preparation of this Joint Proxy 
Statement and its enclosures will be paid by the Funds in 
proportion to each Fund's net assets.  Each Fund also 
will reimburse brokerage firms and others for their 
expenses in forwarding solicitation material to the 
beneficial owners of its shares.  The Annual Report of 
each Fund, including audited financial statements for the 
fiscal year ended November 30, 1995, is available upon 
request, without charge, by writing FDISG, P.O. Box 1376, 
Boston, Massachusetts 02104, or calling 1-800-331-1710.

	If the enclosed proxy is properly executed and 
returned in time to be voted at the relevant Meeting, the 
Shares (as defined below) represented thereby will be 
voted in accordance with the 
                                    


- -1-


instructions marked thereon.  Unless instructions to the 
contrary are marked thereon, a proxy will be voted FOR 
the election of the nominees for Director and FOR the 
other matters listed in the accompanying Notice of Annual 
Meetings of Shareholders.  Any shareholder who has given 
a proxy has the right to revoke it at any time prior to 
its exercise either by attending the relevant Meeting and 
voting his or her Shares in person or by submitting a 
letter of revocation or a later-dated proxy to the 
appropriate Fund at the above address prior to the date 
of the Meeting.

	In the event that a quorum is not present at a 
Meeting or in the event that a quorum is present but 
sufficient votes to approve any of the proposals are not 
received, the persons named as proxies may propose one or 
more adjournments of the Meeting to permit further 
solicitation of proxies.  Any such adjournment will 
require the affirmative vote of a majority of those 
shares represented at the Meeting in person or by proxy.  
If a quorum is present, the persons named as proxies will 
vote those proxies which they are entitled to vote FOR 
any proposal in favor of such an adjournment and will 
vote those proxies required to be voted AGAINST any 
proposal against any such adjournment.  A shareholder 
vote may be taken on one or more of the proposals in the 
Joint Proxy Statement prior to any such adjournment if 
sufficient votes have been received for approval.  Under 
the By-Laws of each Fund, a quorum is constituted by the 
presence in person or by proxy of the holders of a 
majority of the outstanding shares of the Fund entitled 
to vote at the Meeting.  If a proposal is to be voted 
upon by only one class of a Fund's shares, a quorum of 
that class of shares must be present at the Meeting in 
order for the proposal to be considered.

	All Funds have two classes of capital stock:  
common stock, par value $0.01 per share (the "Common 
Stock"); and Money Market Cumulative PreferredTM Stock, 
par value $0.01 per share ("MMP"; together with the 
Common Stock, the "Shares").  On the record date, May 23, 
1996, the following number of Shares of each Fund were 
issued and outstanding:

				Common Stock	   MMP
Name of Fund			 Outstanding	Outstanding
Preferred Income Fund			9,838,571	575
Preferred Income Opportunity Fund	11,151,287	700
Preferred Income Management Fund	9,416,743	775

	As of May 23, 1996, to the knowledge of each Fund 
and its Board, no single shareholder or "group," as that 
term is used in Section 13(d) of the Securities Exchange 
Act of 1934 (the "1934 Act"), beneficially owned more 
than 5% of the Fund's outstanding Shares.  Information as 
to beneficial ownership is based on reports filed with 
the Securities and Exchange Commission (the "SEC") by 
such holders.  As of May 23, 1996, Cede & Co., a nominee 
partnership of Depository Trust Company, held     




- -2-


9,156,573 Shares or 93.1% of Shares of Preferred Income 
Fund outstanding, 10,528,407 Shares or 94.4% of Shares of 
Preferred Income Opportunity Fund outstanding, and 
8,840,422 Shares or 93.4% of Preferred Income Management 
Fund outstanding.

	This Joint Proxy Statement is being used in order 
to reduce the preparation, printing, handling and postage 
expenses that would result from the use of a separate 
proxy statement for each Fund.  Other than as described 
below under Proposal 1, shareholders of each Fund will 
vote as a single class and will vote separately on each 
proposal on which shareholders of that Fund are entitled 
to vote.  Separate proxy cards are enclosed for each Fund 
in which a shareholder is a record owner of Shares.  
Thus, if a proposal is approved by shareholders of one 
Fund and disapproved by shareholders of any other Fund, 
the proposal will be implemented for the Fund that 
approved the proposal and will not be implemented for any 
Fund that did not approve the proposal.  It is therefore 
essential that shareholders complete, date and sign each 
enclosed proxy card.  Shareholders of each Fund will vote 
on all proposals pertaining to that Fund.

	In order that your Shares may be represented at the 
Meetings, you are requested to vote on the following 
matters:

PROPOSAL 1:  ELECTION OF DIRECTORS

	The first proposal to be considered at the Meetings 
is the election of Directors of the Funds.

	Each nominee has consented to serve as a Director 
if elected at the relevant Meeting.  If a designated 
nominee declines or otherwise becomes unavailable for 
election, however, the proxy confers discretionary power 
on the persons named therein to vote in favor of a 
substitute nominee or nominees.

	The Board of each Fund is divided into three 
classes, each class having a term of three years.  Each 
year the term of office of one class expires and the 
successor or successors elected to such class serve for a 
three-year term.  The classes of Directors are the same 
for each Fund and are indicated below:

Class I Director                                    Class II Directors
Martin Brody                                       Donald F. Crumrine
                                                                Robert F. Wulf		

		Class III Directors
		Robert T. Flaherty
		Morgan Gust




- -3-


	Class I Directors of Preferred Income Fund, Class 
III Directors of Preferred Income Opportunity Fund and 
the Class II Directors of Preferred Income Management 
Fund, each of whose current term expires on the date of 
the Meetings, have been nominated for a three-year term 
to expire at each Fund's 1999 Annual Meeting of 
Shareholders and until their successors are duly elected 
and qualified.  The Class II Directors of Preferred 
Income Fund, Class I Directors of Preferred Income 
Opportunity Fund and Class III Directors of Preferred 
Income Management Fund serve until each Fund's Annual 
Meeting of Shareholders in 1997 and Class III Directors 
of Preferred Income Fund, the Class II Directors of 
Preferred Income Opportunity Fund and Class I Directors 
of Preferred Income Management Fund serve until each 
Fund's Annual Meeting of Shareholders in 1998.  Each 
Director has served in such capacity since each Fund's 
commencement of operations.

	Under each Fund's Articles of Incorporation, 
Articles Supplementary and the Investment Company Act of 
1940, as amended (the "1940 Act"), holders of Shares of 
MMP, voting as a single class, will be entitled to elect 
two Directors, and holders of the Common Stock will be 
entitled to elect the remaining Directors, subject to the 
provisions of the 1940 Act and the Fund's Articles of 
Incorporation, which permit the holders of Shares of MMP 
to elect the minimum number of additional Directors that 
when combined with the two Directors elected by the 
holders of Shares of MMP would give the holders of 
Shares of MMP a majority of the Directors when dividends 
are in arrears for two full years.  Donald F. Crumrine 
and Morgan Gust currently represent holders of Shares of 
MMP of each Fund.  A quorum of the MMP shareholders of 
a Fund must be present at the Meeting of that Fund in 
order for Proposal 1 as it relates to Mr. Crumrine or Mr. 
Gust to be considered.

	No Director or officer owned any shares of MMP on 
May 23, 1996.  Each Director serves in the same capacity 
for each Fund.  As of the Record Date, the officers and 
Directors of each Fund as a group beneficially owned less 
than 1% of the Shares of that Fund.  "Beneficial 
Ownership" is defined under Section 13(d) of the 1934 
Act.  Set forth in the following table are the existing 
Directors and nominees for election to the Board of 
Directors of the Funds, together with certain other 
information:



Name,                    Business           Common Stock 
Address and        Experience        Beneficially 
Age                       During               Owned on May 
                               the Past Five     23, 1996 
                               Years
Class I 
Director


Martin            Director of the        917 Shares of PFD
Brody             Funds; Director       711 Shares of PFO
Three ADP    of                               0 Shares of PFM
Boulevard       Jaclyn, Inc.,             
Roseland        Director of
 NJ 07068        several other
Age: 73            investment 
                         companies.


- -4

Class II           
Directors

Donald F.       Director, Chief    10,304 Shares of PFD
Crumrine*      Financial              12,389 Shares of PFO
301 E.              Officer,             8,169 Shares of PFM
Colorado        Chief                   
Boulevard      Accounting 
 Suite 720        Officer, Vice
Pasadena,       President and 
CA 91101        Secretary of
 Age:  48         the Funds; Vice    
                         President and a 
                         Director, 
                         Flaherty & 
                         Crumrine.


Robert F.                Director of the          1,224 Shares of PFD
Wulf                       Funds; since           1,000 Shares of PFO
3466 Cherokee      March 1984,                   1,006 Shares of PFM
Drive South           Financial                
Salem, OR 97301    Consultant                      
Age: 59                         
                        
                         .


Class III 
Directors


Robert T.                        Director,                 9,269 Shares of PFD
Flaherty*                       Chairman of the     11,103 Shares of PFO
301 E. Colorado              Board, President   9,169 Shares of PFM
Boulevard Suite 720       and Chief Executive
Pasadena, CA 91101      Officer if the Funds;
Age 58                            President and Director,
                                         Flaherty & 
                                         Crumrine.


Morgan Gust          Director of the     1,238 Shares of PFD
Giant Industries,    Funds; since       1,352 Shares of PFO
Inc.                          August 1990,        1,212 Shares of PFM
23733 N.                  Vice President, 
Scottsdale Road   General 
Scottsdale, AZ     Counsel and 
 85255                    Corporate 
Age:  49                 Secretary, 
                               and since 1992, 
                               also Vice 
                                President-
                                 Administration, 
                                 Giant 
                                Industries, 
                                Inc.

*	"Interested person" of the Fund as defined in the 
1940 Act.
 	7,169 Shares of PFD, 8,603 Shares of PFO and 7,169 
Shares of PFM are held by Flaherty & Crumrine of which 
the reporting person is a shareholder and director and, 
therefore, is deemed to have an indirect beneficial 
interest in the respective share amounts.







- -5-
	Each Director of each Fund who is not a director, 
officer or employee of Flaherty & Crumrine or any of 
their affiliates receives a fee of $9,000 per annum plus 
$500 for each in-person meeting, and $100 for each 
telephone meeting.  Each Director of each Fund is 
reimbursed for travel and out-of-pocket expenses 
associated with attending Board and committee meetings.  
The Board of Directors of each Fund held 7 meetings (3 of 
which were held by telephone conference call) during the 
fiscal year ended November 30, 1995, and all of the 
Directors of each Fund attended in-person at least 75% of 
the meetings.  The aggregate remuneration paid to the 
Directors of each Fund for the fiscal year ended November 
30, 1995, amounted to $41,088, $41,088 and $40,788 for 
PFD, PFO and PFM, respectively (including reimbursement 
for travel and out-of-pocket expenses for both 
"interested" and "non-interested" Directors).

	Each Board of Directors has an Audit Committee 
consisting of all of the Directors who are not 
"interested persons" (as defined in the 1940 Act) of the 
Fund.  The Audit Committee reviews the scope and results 
of each Fund's annual audit with the Fund's independent 
accountants and recommends the engagement of such 
accountants.  Each Audit Committee met twice during the 
fiscal year ended November 30, 1995.

	The names of the officers of each Fund (other than 
Messrs. Flaherty and Crumrine who are described above) 
are listed in the table below.  Each officer was first 
elected to office at the organization of each Fund.  This 
table also shows certain additional information.  Each 
officer will hold such office until a successor has been 
elected by the Board of Directors of a Fund.




Name          Positions Held           Principal 
                    Within each Fund     Occupations and
                                                         Other 
                                                        Affiliations 
                                                        During
                                                        The Past Five 
                                                        Years


Robert       Vice President             Vice President 
M.              and Assistant              and Director,
Ettinger      Treasurer                     Flaherty & 
Age:  37                                            Crumrine


Peter C.      Vice President,          Vice President,
Stimes        Treasurer and           Flaherty & 
Age:  40    Assistant                   Crumrine
                   Secretary                   

	Section 16(a) of the 1934 Act requires each Fund's 
officers and directors, and persons who beneficially own 
more than ten percent of the Fund's Common Stock, to file 
reports of ownership with the Securities and Exchange 
Commission (the "SEC"), the New York Stock Exchange, Inc. 
and the Fund.  Based solely upon its review of the copies 
of such forms received by it and written representations 
from certain of such persons, each Fund believes that 
during 1995, all filing requirements applicable to such 
persons were met.



- -6-
	The following table sets forth certain information 
regarding the compensation of each Fund's Directors 
during the fiscal year ended November 30, 1995.  No 
executive officer or person affiliated with the Fund 
received compensation from the Fund during the fiscal 
year ended November 30, 1995 in excess of $60,000.  
Directors of the Funds do not receive pension or 
retirement benefits from the Funds.    

COMPENSATION TABLE


         
Name of        Aggregate            Total 
Person and  Compensation      Compensation 
Position        from each Fund   From the Fund and 
                                                     Fund Complex 
                                                     Paid to 
                                                     Directors*


Robert T.     $0                              $0        (3)
Flaherty
Director, 
Chairman 
of the 
Board, 
President 
and 
Chief 
Executive 
Officer

Donald F.    $0                          $0         (3)
Crumrine
Director, 
Chief 
Financial 
Officer, 
Chief 
Accounting 
Officer, 
Vice 
President 
and 
Secretary


Martin           $11,700 PFD             $35,000 (3)
Brody            $11,700 PFO
Director        $11,600 PFM


Morgan        $12,300 PFD              $36,800 (3)
Gust              $12,300 PFO
Director        $12,200 PFM


Robert F.      $12,300 PFD              $36,800 (3)
Wulf             $12,300 PFO
Director        $12,200 PFM

						  
* Represents the total compensation paid to such persons 
by the Funds during the fiscal year ended November 30, 
 1995, which are considered part of the same "fund 
complex" because they have a common adviser.  The 
 parenthetical number represents the number of such 
investment companies, including the Funds. 

- -7-
Required Vote

	Election of each of the listed nominees for 
Director of each Fund (other than Messrs. Crumrine and 
Gust) will require the affirmative vote of a plurality of 
the votes of common shareholders cast at the Meeting in 
person or by proxy, voting as a single class.  Election 
of Mr. Crumrine by MMP holders of PFM and election of 
Mr. Gust by MMP holders of PFO will require the 
affirmative vote of a plurality of the votes cast by MMP 
holders of the relevant Fund in person or by proxy, 
voting as a single class.

THE DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS, 
UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" 
PROPOSAL NO. 1.

PROPOSAL 2:  RATIFICATION OF THE SELECTION
OF INDEPENDENT ACCOUNTANTS

	The firm of Coopers & Lybrand L.L.P., One Post 
Office Square, Boston, Massachusetts 02109, has served as 
independent accountants for each Fund since the Fund's 
commencement of operations, and has been selected to 
serve in such capacity for the Fund's fiscal year ending 
November 30, 1996 by the Directors of the Fund, including 
those Directors who are not "interested persons" (as 
defined in the 1940 Act) of the Fund or Flaherty & 
Crumrine (the "Non-Interested Directors").  Coopers & 
Lybrand L.L.P. has informed the Funds that it has no 
direct or indirect financial interest in the Funds.  A 
representative of Coopers & Lybrand L.L.P. will not be 
present at the Meetings but will be available by 
telephone and will have an opportunity to make a 
statement if the representative so desires and will be 
available to respond to appropriate questions.

Required Vote

	Ratification of the selection of Coopers & Lybrand 
L.L.P. as independent accountants for a Fund requires the 
affirmative vote of the holders of a majority of the 
shares of Common Stock and MMP represented at the 
Meeting in person or by proxy voting as a single class.

THE BOARD OF DIRECTORS OF EACH FUND, INCLUDING ALL OF THE 
NON-INTERESTED DIRECTORS, RECOMMENDS THAT THE 
SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 2.

SUBMISSION OF SHAREHOLDER PROPOSALS

	All proposals by shareholders of each Fund that are 
intended to be presented at the Fund's next Annual 
Meeting of Shareholders to be held in 1997 must be 
received by the Fund for consideration for inclusion in 
the Fund's proxy statement relating to the meeting no 
later than February 6, 1997.



- -8


ADDITIONAL INFORMATION


Investment Adviser and Administrator

	Flaherty & Crumrine Incorporated serves as the 
Investment Adviser to the Funds and its business address 
is 301 E. Colorado Boulevard, Suite 720, Pasadena, 
California 91101.  First Data Investor Services Group, 
Inc. acts as the administrator to the Funds and is 
located at One Exchange Place, Boston, Massachusetts 
02109.

Broker Non-Votes and Abstentions

	A proxy which is properly executed and returned 
accompanied by instructions to withhold authority to vote 
represents a broker "non-vote" (i.e., shares held by 
brokers or nominees as to which (i) instructions have not 
been received from the beneficial owners or the persons 
entitled to vote and (ii) the broker or nominee does not 
have discretionary voting power on a particular matter).  
Proxies that reflect abstentions or broker non-votes 
(collectively "abstentions") will be counted as shares 
that are present and entitled to vote on the matter for 
purposes of determining the presence of a quorum.  Under 
Maryland law, abstentions do not constitute a vote "for" 
or "against" a matter and will be disregarded in 
determining the "votes cast" on an issue.

OTHER MATTERS TO COME BEFORE THE MEETING

	The Funds do not intend to present any other 
business at the Meetings, nor are they aware that any 
shareholder intends to do so.  If, however, any other 
matters are properly brought before the Meetings, the 
persons named in the accompanying form of proxy will vote 
thereon in accordance with their judgment.


	IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETINGS ARE 
THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN ALL 
PROXY CARDS AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-
PAID ENVELOPE.









- -9-
PREFERRED INCOME FUND INCORPORATED						
PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of Money Market Cumulative 
Preferred  Stock 
("MMP"), of Preferred Income Fund Incorporated, a Maryland 
corporation (the 
"Fund"), hereby appoints
Robert T. Flaherty, Donald F. Crumrine and Christine P. Ritch, 
attorneys and 
proxies for the undersigned, with full powers of substitution and 
revocation, to 
represent the undersigned and
to vote on behalf of the undersigned all shares of MMP, which the 
undersigned is 
entitled to vote at the Annual Meeting of Shareholders of the Fund 
to be held at 
the offices of Willkie Farr
& Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor,
 New York, 
New York 10022 at 8:30 a.m., on July 19, 1996, and any adjournments
 thereof.  
The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and Proxy
 Statement and 
hereby instructs said attorneys and proxies to vote said shares as indicated 
hereon.  In their discretion, the
proxies are authorized to vote upon such other business as may properly 
come 
before the Meeting.  A majority of the proxies present and acting at the
 Meeting 
in person or by substitute (or,
if only one shall be so present, then that one) shall have and may exercise 
all 
of the power and authority of said proxies hereunder.  The undersigned 
hereby 
revokes any proxy previously given.


										
NOTE: Please sign exactly as your name appears on this Proxy.
				 						
If joint owners, EITHER may sign this Proxy.  When signing as
									
attorney, executor, administrator, trustee, guardian or corporate
										
officer, please give your full title.
										
DATE: 						
										
							
										
							
										
    Signature(s) (Title(s), if applicable)
										
    PLEASE SIGN, DATE AND RETURN
										
PROMPTLY IN THE ENCLOSED ENVELOPE



Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by the 
undersigned shareholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR 
PROPOSAL 2.

Please refer to the Proxy Statement for a discussion of the Proposal.

1.  ELECTION OF DIRECTOR	

	Not Applicable

2.  To ratify the selection of Coopers & Lybrand L.L.P. as	
		FOR  *      AGAINST  *      ABSTAIN  *
     independent accountants for the Fund.

The Board of Directors recommends that the shareholders vote 
"FOR" ratification 
of the selection of Coopers & Lybrand L.L.P. as independent
 accountants for the 
Fund. 


PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS

Preferred  Stock 
("MMP"), of Preferred Income Opportunity Fund Incorporated, a 
Maryland 
corporation (the "Fund"), 
hereby appoints Robert T. Flaherty, Donald F. Crumrine and Christine P. 
Ritch, 
attorneys and proxies for the undersigned, with full powers of substitution 
and 
revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of MMP, 
which 
the undersigned is entitled to vote at the Annual Meeting of Shareholders
 of the 
Fund to be held at the offices
of Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd Street,
 47th 
Floor, New York, New York 10022 at 8:30 a.m., on July 19, 1996, and any 
adjournments thereof.  The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and Proxy
Statement 
and hereby instructs said attorneys and proxies to vote said shares as
 indicated 
hereon.  In their discretion, the
proxies are authorized to vote upon such other business as may properly 
come 
before the Meeting.  A majority of the proxies present and acting at the
 Meeting 
in person or by substitute (or,
if only one shall be so present, then that one) shall have and may
 exercise all 
of the power and authority of said proxies hereunder.  The undersigned
 hereby 
revokes any proxy previously given.


								
NOTE: Please sign exactly as your name appears on this Proxy.
				 						
If joint owners, EITHER may sign this Proxy.  When signing as
										
attorney, executor, administrator, trustee, guardian or corporate
										
officer, please give your full title.
										
DATE: 						
										
							
										
							
										
    Signature(s) (Title(s), if applicable)
										
    PLEASE SIGN, DATE AND RETURN
										
PROMPTLY IN THE ENCLOSED ENVELOPE



Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed
by the 
undersigned shareholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
 ELECTION OF NOMINEE AS 
DIRECTOR AND FOR PROPOSAL 2.

Please refer to the Proxy Statement for a discussion of the Proposal.

1.  ELECTION OF DIRECTOR	FOR nominee listed  *	
				WITHHOLD AUTHORITY  *
to vote for nominee
	Morgan Gust

2.  To ratify the selection of Coopers & Lybrand L.L.P. as
				FOR  *      AGAINST  *      ABSTAIN  *
     independent accountants for the Fund.

The Board of Directors recommends that the shareholders vote 
"FOR" ratification 
of the selection of Coopers & Lybrand L.L.P. as independent 
accountants for the 
Fund. 


PREFERRED INCOME MANAGEMENT FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of Money Market Cumulative
 Preferred  Stock 
("MMP"), of Preferred Income Fund Incorporated, a Maryland 
corporation (the 
"Fund"), hereby appoints
Robert T. Flaherty, Donald F. Crumrine and Christine P. Ritch, 
attorneys and 
proxies for the undersigned, with full powers of substitution and
 revocation, to 
represent the undersigned and
to vote on behalf of the undersigned all shares of MMP, which the
 undersigned is 
entitled to vote at the Annual Meeting of Shareholders of the Fund to 
be held at 
the offices of Willkie Farr
& Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor, 
New York, 
New York 10022 at 8:30 a.m., on July 19, 1996, and any adjournments 
thereof.  
The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and Proxy
 Statement and 
hereby instructs said attorneys and proxies to vote said shares as 
indicated 
hereon.  In their discretion, the
proxies are authorized to vote upon such other business as may 
properly come 
before the Meeting.  A majority of the proxies present and acting 
at the Meeting 
in person or by substitute (or,
if only one shall be so present, then that one) shall have and may 
exercise all 
of the power and authority of said proxies hereunder.  The undersigned 
hereby 
revokes any proxy previously given.


						
NOTE: Please sign exactly as your name appears on this Proxy.
			 						
If joint owners, EITHER may sign this Proxy.  When signing as
									
attorney, executor, administrator, trustee, guardian or corporate
										
officer, please give your full title.
										
DATE: 						
										
							
										
							
										
    Signature(s) (Title(s), if applicable)
										
    PLEASE SIGN, DATE AND RETURN
										
PROMPTLY IN THE ENCLOSED ENVELOPE



Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by the 
undersigned shareholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION
 OF NOMINEE AS 
DIRECTOR AND FOR PROPOSAL 2.

Please refer to the Proxy Statement for a discussion of the Proposal.

1.  ELECTION OF DIRECTOR	FOR nominee listed  *	
				WITHHOLD AUTHORITY  *
to 
vote for nominee
	Donald F. Crumrine

2.  To ratify the selection of Coopers & Lybrand L.L.P. as
		FOR  *      AGAINST  *      ABSTAIN  *
     independent accountants for the Fund.

The Board of Directors recommends that the shareholders vote
 "FOR" ratification 
of the selection of Coopers & Lybrand L.L.P. as independent 
accountants for the 
Fund. 



PREFERRED INCOME FUND INCORPORATED							PROXY SOLICITED BY THE BOARD OF 
DIRECTORS

The undersigned holder of shares of Common Stock, of Preferred Income
 Fund Incorporated, a Maryland corporation (the 
"Fund"), hereby appoints Robert T. Flaherty, Donald F. Crumrine 
and Christine P. Ritch, attorneys and proxies for the undersigned, with
 full powers of substitution and revocation, to 
represent the undersigned and to vote on behalf of the undersigned all
shares of Common Stock, which the undersigned is entitled to vote at the 
Annual Meeting of Shareholders of the Fund to be 
held at the offices of Willkie Farr & Gallagher, One Citicorp 
Center, 153 East 53rd Street, 47th Floor, New York, New York 10022 at
 8:30 a.m., on July 19, 1996, and any adjournments 
thereof.  The undersigned hereby acknowledges receipt of 
the Notice of Annual Meeting and Proxy Statement and hereby instructs 
said attorneys and proxies to vote said shares as 
indicated hereon.  In their discretion, the proxies are authorized 
to vote upon such other business as may properly come before the 
Meeting.  A majority of the proxies present and acting at 
the Meeting in person or by substitute (or, if only one shall 
be so present, then that one) shall have and may exercise all of the
 power and authority of said proxies hereunder.  The 
undersigned hereby revokes any proxy previously given.


NOTE: Please sign exactly as your name 
appears on this Proxy.
If joint owners, EITHER may sign this 
Proxy.  When signing as
attorney, executor, administrator, 
trustee, guardian or corporate
officer, please give your full title.
DATE: 					
	
																
	
																
	
											    Signature(s) (Title(s), if 
applicable)
											    PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE



Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed 
by the undersigned shareholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
 ELECTION OF NOMINEE AS DIRECTOR AND FOR PROPOSAL 2.

Please refer to the Proxy Statement for a discussion of the Proposal.

1.  ELECTION OF DIRECTOR	FOR nominee listed  *										WITHHOLD AUTHORITY  *
to vote for nominee
	Martin Brody

2.  To ratify the selection of Coopers & Lybrand L.L.P. as 
FOR  *      AGAINST  *
      ABSTAIN  *
     independent accountants for the Fund.

The Board of Directors recommends that the shareholders vote
 "FOR" ratification of the selection of Coopers & Lybrand 
L.L.P. as independent accountants for the Fund. 


PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF 
DIRECTORS

The undersigned holder of shares of Common Stock, of Preferred Income
 Opportunity Fund Incorporated, a Maryland corporation 
(the "Fund"), hereby appoints
Robert T. Flaherty, Donald F. Crumrine and Christine P. Ritch, attorneys 
and proxies for the undersigned, with full powers 
of substitution and revocation, to represent the undersigned and
to vote on behalf of the undersigned all shares of Common Stock, which 
the undersigned is entitled to vote at the Annual 
Meeting of Shareholders of the Fund to be held at the offices of Willkie Farr
& Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor, New York,
 New York 10022 at 8:30 a.m., on July 19, 
1996, and any adjournments thereof.  The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and Proxy Statement
 and hereby instructs said attorneys and proxies to 
vote said shares as indicated hereon.  In their discretion, the
proxies are authorized to vote upon such other business as may properly 
come before the Meeting.  A majority of the proxies 
present and acting at the Meeting in person or by substitute (or,
if only one shall be so present, then that one) shall have and may 
exercise all of the power and authority of said proxies 
hereunder.  The undersigned hereby revokes any proxy previously given.


NOTE: Please sign exactly as your name 
appears on this Proxy.
If joint owners, EITHER may sign this 
Proxy.  When signing asattorney, executor, administrator, 
trustee, guardian or corporate
officer, please give your full title.
DATE: 					
						
	
											
	
    Signature(s) (Title(s), if 
applicable)
											    PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE



Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by the 
undersigned shareholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION
 OF NOMINEE AS DIRECTOR AND FOR PROPOSAL 2.

Please refer to the Proxy Statement for a discussion of the Proposal
1.  ELECTION OF DIRECTOR	FOR nominee listed  *		
      				WITHHOLD AUTHORITY  *
to vote for nominee
	Robert T. Flaherty

2.  To ratify the selection of Coopers & Lybrand L.L.P. as	
independent accountants for the Fund.

FOR  *      AGAINST  *
      ABSTAIN  *
     The Board of Directors recommends that the shareholders vote
 "FOR" ratification of the selection of Coopers & Lybrand 
L.L.P. as independent accountants for the Fund. 


PREFERRED INCOME MANAGEMENT FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF 
DIRECTORS

The undersigned holder of shares of Common Stock, of Preferred 
Income Fund Incorporated, a Maryland corporation (the 
"Fund"), hereby appoints
Robert T. Flaherty, Donald F. Crumrine and Christine P. Ritch, 
attorneys and proxies for the undersigned, with full powers 
of substitution and revocation, to represent the undersigned and
to vote on behalf of the undersigned all shares of Common Stock, 
which the undersigned is entitled to vote at the Annual 
Meeting of Shareholders of the Fund to be held at the offices of Willkie Farr
& Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor, 
New York, New York 10022 at 8:30 a.m., on July 19, 
1996, and any adjournments thereof.  The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and Proxy 
Statement and hereby instructs said attorneys and proxies to 
vote said shares as indicated hereon.  In their discretion, the
proxies are authorized to vote upon such other business as may

present and acting at the Meeting in person or by substitute (or,
if only one shall be so present, then that one) shall have and may exercise
 all of the power and authority of said proxies 
hereunder.  The undersigned hereby revokes any proxy previously given.


NOTE: Please sign exactly as your name 
appears on this Proxy.
If joint owners, EITHER may sign this
Proxy.  When signing as
attorney, executor, administrator, 
trustee, guardian or corporate
officer, please give your full title.
DATE: 					
	
									
	
																
	
    Signature(s) (Title(s), if 
applicable)
											    PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE



Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by 
the undersigned shareholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
 ELECTION OF NOMINEE AS DIRECTOR AND FOR PROPOSAL 2.

Please refer to the Proxy Statement for a discussion of the Proposal.

1.  ELECTION OF DIRECTOR				FOR nominee listed  *		WITHHOLD AUTHORITY  *
	to vote for nominee
	Donald F. Crumrine

2.  To ratify the selection of Coopers & Lybrand L.L.P. as 
FOR  *      AGAINST  *
      ABSTAIN  *
     independent accountants for the Fund.

The Board of Directors recommends that the shareholders vote 
"FOR" ratification of the selection of Coopers & Lybrand 
L.L.P. as independent accountants for the Fund. 









	3