EXHIBIT 77Q1(a)(2)
FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
 (the "Fund")


AMENDMENT TO AMENDED AND RESTATED BYLAWS
OF
FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED


	Articles 6.1, 6.2 and 6.3 of the Amended and Restated
Bylaws are hereby deleted and the following is substituted
in their place:

BYLAW-SIX:	SHARES.

	Article 6.1(a).	Certificates of Stock.  The
interest, except fractional interests, of each Stockholder
of the Company shall be evidenced by certificates for
shares of stock in such form as the Board of Directors may
from time to time prescribe.  The certificates shall be
numbered and entered in the books of the Company as they
are issued.  They shall exhibit the holder's name and the
number of whole shares and no certificate shall be valid
unless it has been signed by the Chairman of the Board, if
any, or the President or a Vice President and the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant
Secretary and bears the corporate seal.  Such seal may be a
facsimile, engraved or printed.  Where any such certificate
is signed by a Transfer Agent or by a Registrar, the
signatures of any such officer may be facsimile, engraved
or printed.  In case any of the Officers of the Company
whose manual or facsimile signature appears on any stock
certificate delivered to a Transfer Agent of the Company
shall cease to be such Officer prior to the issuance of
such certificate, the Transfer Agent may nevertheless
countersign and deliver such certificate as though the
person signing the same or whose facsimile signature
appears thereon had not ceased to be such Officer, unless
written instructions of the Company to the contrary are
delivered to the Transfer Agent.

	Article 6.1(b).	Uncertificated Shares. For any
shares issued without certificates, the Company or a
Transfer Agent of the Company may either issue receipts
therefor or may keep accounts upon the books of the Company
for the record holders of such shares, who shall in either
case be deemed, for all purposes hereunder, to be the
holders of such shares as if they had received certificates
therefor.

	Article 6.2.	Lost, Stolen or Destroyed Certificates.
The Board of Directors, or the President together with the
Treasurer or Chief Financial Officer or Secretary, may
direct a new certificate to be issued in place of any
certificate for certificated shares theretofore issued by
the Company, alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost,
stolen or destroyed, or by his legal representative.  When
authorizing such issue of a new certificate, the Board of
Directors, or the President and Treasurer or Chief
Financial Officer or Secretary, may, in its or their
discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to
advertise the same in such manner as it or they shall
require and/or give the Company a bond in such sum and with
such surety or sureties as it or they may direct as
indemnity against any claim that may be made against the
Company with respect to the certificate alleged to have
been lost, stolen or destroyed for such newly issued
certificate.

	Article 6.3.	Transfer of Stock.  Transfer of shares
of the Company shall be made on the books of the Company by
the registered holder thereof or by his duly authorized
attorney or legal representative and upon surrender and
cancellation of a certificate or certificates, if issued,
for the same number of shares of the same class, duly
endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, with such proof of the
authenticity of the transferor's signature as the Company
or its agents may reasonably require.  The shares of stock
of the Company may be freely transferred, and the Board of
Directors may, from time to time, adopt rules and
regulations with reference to the method of transfer of the
shares of stock of the Company.


December 10, 2007