July 1, 2005


Mail Stop 4561

Mr. Robert N. Crouch II
Executive Vice President and Chief Financial Officer
Income Opportunity Realty Investors, Inc.
1755 Wittington Place, Suite 340
Dallas, TX  75234

Re:	Income Opportunity Realty Investors, Inc.
	Form 10-K for the year ended December 31, 2004
	Filed March 31, 2005
      File No. 001-14784

Dear Mr. Crouch:

      We have reviewed your response letter dated June 3, 2005 and
have the following additional comments.  In our comments, we ask
you
to provide us with information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Consolidated Financial Statements

Note 5 - Notes and Interest Payable, page 45

1. We note that you guaranteed that the acquiring partnerships
controlled by Metra would receive a 15% cumulative compound annual
return on their investments.  With respect to your conclusion that
you have continuing involvement with the properties without
transfer
of risks and rewards, please tell us the nature of your obligation
to
fund this return from property operations and in the event that
the
Metra partnerships are liquidated.  In addition, provide us with
the
portion(s) of the relevant agreement(s) that discuss these
obligations.


2. Further to our previous comment, please confirm to us that you
will enhance your disclosure in future filings to address the
terms
of your obligations to Metra as it relates to your accounting
treatment under SFAS 66.  Please include the revised disclosure in
your response.

3. We note that distributions have been accrued as a receivable
from
Metra.  Considering that your obligation to Metra appears to be a
current financing cost, please provide us with a SAB 99
materiality
analysis as it relates to the historical periods and advise us
whether you intend to account for the distribution differently on
a
going forward basis.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your responses to our comments.

      You may contact Rachel Zablow, Staff Accountant, at (202)
551-
3428 or the undersigned at (202) 551-3403 if you have questions.



						Sincerely,



Steven Jacobs
Accounting Branch Chief

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Mr. Robert N. Crouch II
Income Opportunity Realty Investors, Inc.
July 1, 2005
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