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    METZGER LAW
    PLLC

    A PROFESSIONAL LIMITED LIABILITY COMPANY

    ATTORNEYS, MEDIATORS & COUNSELORS

    STEVEN C. METZGER

    DIRECT DIAL 214-740-5030

    SMETZGER@PMKLAW.COM
    4709 W. LOVERS LANE, SUITE
    200

    DALLAS, TEXAS 75209-3178

    214-969-7600

    WWW.PMKLAW.COM
    FACSIMILE 214-224-7555

    214-523-3838

January 15, 2025

Via EDGAR

The Securities and Exchange Commission

100 F Street, Mail Stop 4628

Washington, D.C. 20549

 Attn: Laura McKenzie Division of Corporation Finance

Office of Mergers & Acquisitions

 Re: Transcontinental Realty Investors, Inc. - Income Opportunity Realty Investors, Inc. Schedule TO-T filed December 16, 2024 by Transcontinental
Realty Investors, Inc. ( File No. 005-45693); Schedule 13E-3 filed December 30, 2024, by Transcontinental Realty Investors, Inc.; File
No. 005-40410

Ladies and Gentlemen:

On behalf of Transcontinental
Realty Investors, Inc., a Nevada corporation (“TCI”) filings are being made under the Securities Exchange Commission
Act of 1934, as amended (the “Exchange Act“) filed December 16, 2024 and Amendment No. 1 to Schedule 13E-3 originally filed
December 30, 2024.

This letter is being filed
as correspondence uploaded on the EDGAR system on behalf of TCI in response to a letter of comments from the Staff of the Securities
and Exchange Commission dated January 8, 2025. Schedule 1 annexed to this letter contains the responses to each of the comments of the
Staff. In each instance on such Schedule, for convenience, each comment of the Staff is repeated, followed in each instance by the applicable
responses to such comment or explanation. Also included in such response, were appropriate, is a letter/page reference to the text to
the applicable document or instrument referred to in the comment.

This letter and Schedule 1,
and the Amendment No. 2 to Schedule TO and Amendment No. 1 to Schedule 13E-3 are being filed under the EDGAR system in direct response
to the comments of the Staff. If you would like to discuss any item concerning the referenced matter included in this letter or Schedule
1, please do not hesitate to contact the undersigned at any time at 214-740-5030.

 Very truly yours,

  /s/ Steven C. Metzger

  Steven C. Metzger

 cc: Erik L. Johnson, President and Chief Executive Officer

Transcontinental Realty Investors, Inc.

1603 LBJ Freeway, Suite 800

Dallas, Texas 75234

SCHEDULE 1

Response to Comments of the Staff of

The Securities and Exchange Commission

by letter dated January 15, 2025 with respect to

Schedule TO-T filed December 16, 2024

File No. 005-45693 and

Schedule 13E-3 filed December 30, 2024

The following information
is intended to provide a response to comments of the Staff of the Securities and Exchange Commission rendered by letter dated January
8, 2025, with respect to Schedule TO-T filed December 16, 2024 and Schedule 13E-3 filed December 30, 2024 by Transcontinental Realty Investors,
Inc. (the “Offeror” or “TCI”). For convenience, each comment of the Staff is restated below, with
our response noted immediately following the comment. Also included in such response is a letter/page reference to the text in the applicable
document or Amendment of each instrument where applicable.

General

Comment/Observation No.
1.

Note that Item 1002(b) of
Regulation M-A requires a statement of shares outstanding as of the most recent practicable date. Please revise Item 2 of the Schedule
TO and Item 2 of the Schedule 13E-3 to provide updated information or explain why November 7, 2024 is the most recent practicable date.

Response to Comment/Observation
No. 1

Amendment No. 2 to Schedule
TO (the “Amendment”) amends Item 2 to provide that as of November 8, 2024 (the record date for determination of stockholders
of IOR to notice of and to vote at the annual meeting of stockholders of IOR on December 11, 2024) and as of the date of
the Amendment, there were and are 4,066,178 issued and outstanding Shares of Common Stock, par value $0.01 per share of
IOR.

Comment/Observation No. 2. Please revise
Item 8 of the Schedule TO and Item 11 of the Schedule 13E-3 to provide the information required by Item 108(b) of Regulation M-A, or state
that there have been no such transactions in the past 60 days. See General Instruction E of Schedule TO and General Instruction E of Schedule
13E-3.

Response to Comment/Observation No. 2.

Item 8 of the Schedule TO has been amended by
the Amendment and Item 11 of the Schedule 13E-3 has also been amended by Amendment No. 1 to Schedule 13E-3 (“Sch 13E-3/A”)
to clearly reflect that there have been no transactions by TCI or its officers or directors involving IOR Shares in sixty
(60) calendar days preceding December 16, 2024, the date of announcement of the Offer.

    2

Comment/Observation No. 3. Please explain
why Exhibit 107 to the Schedule TO and the Schedule 13E-3 indicates that the transaction value is “not applicable.” Refer
to Item 12(c) of the Schedule TO, Item 16(b) of Schedule 13E-3, and Rule 0-11(b).

Response to Comment/Observation No. 3.

Exhibit 107 to the Schedule TO presently reflects
that the “Transaction Value” is not applicable for the reason that there is currently no transaction value and will
not be until such time as Shares of IOR are tendered, accepted and paid for by TCI. Assuming Shares are tendered,
accepted and purchased by TCI pursuant to the Tender Offer, the Exhibit 107 will be amended to provide for the transaction value
at the number Shares purchased times $18 per Share and the fee will be calculated and paid based upon the current fee rate
of $153.10 per $1,000,000 of “Transaction Valuation”. The Transaction Value is not calculable until that time
as there is an actual Transaction.

Comment/Observation No. 4. We note that
the scheduled expiration date, January 15, 2025, will likely fall less than five business days after amendments responsive to the comments
contained in this letter are filed. In your response, please confirm that you will extend the Offer to allow sufficient time for holders
to review any supplemental information and that any announcement of an extension will comply with the requirements of Rule 14e-1(d).

Response to Comment/Observation No. 4.

On the evening of January 14, 2025, a Press Release
was issued extending the expiration date and time of the Offer to Wednesday, January 29, 2025 at 5:00 p.m. New York City time, which announcement
is believed to comply with the requirements of Rule 14e-1(d).

Schedule TO-T filed December 16, 2024, by
Transcontinental Realty Investors, Inc.

Summary Term Sheet, page 4.

Comment/Observation No.
5. We note the disclosure on page 6, and elsewhere in the offering materials, indicating that TCI may offer a subsequent offering
period. Because the Offer is for less than all outstanding Shares, there cannot be a subsequent offering period. See Rule 14d-11(b). Please
revise accordingly.

Response to Comment/Observation
No. 5.

The Amendment provides
that all references to any “subsequent offering” including on page 6 thereof are deleted because the Offer is a limited
tender offer for up to 100,000 Shares, which is less than all outstanding Shares and there cannot be a “subsequent
offering.”

Comment/Observation No.
6. In the second sentence of the second paragraph on page 5, beginning “for any period. . .” there appears to be missing
or extraneous text. Please revise.

Response to Comment/Observation
No. 6.

The second sentence of the
second paragraph on page 5 of the Offer to Purchase has been revised by the Amendment to conclude with “. . . up
to twenty-eight (28) calendar days.” The Amendment also revises all references in the Offer to Purchase purporting
to limit any extension of the Offer to “ten days” or “fifteen days” being deleted and advising
that the Offer may be extended for any period of time up to twenty-eight (28) calendar days which is to be inserted instead
of any reference to “ten days” or “fifteen days”.

    3

Frequently Asked Questions, page 10.

Comment/Observation No.
7. Please fill in the placeholder (“$XX.00 per share”) in the first sentence of this section.

Response to Comment/Observation
No. 7.

The Amendment fills
in the placeholder with $18 per Share net.

Comment/Observation No.
8. Under the second question on page 12, please explain why the Offer may only be extended for “periods of not more than ten
business days each.”

Response to Comment/Observation
No. 8.

The Amendment deletes
all references throughout the Offer to Purchase purporting to limit any extension of the Offer to “ten days”
or “fifteen days” and now provide that the Offer may be extended for any period of time up to twenty-eight (28)
calendar days which is to be inserted instead of any reference to “ten days” or “fifteen days”.

Terms of the Offer, page 15.

Comment/Observation No.
9. We note that the second paragraph of this section states that the Offer may be extended for “periods of not more than fifteen
business days” (emphasis added) while elsewhere (e.g., the second question on page 12) such period is stated as ten business
days. Please revise to ensure the terms of the Offer are consistent throughout.

Response to Comment/Observation
No. 9.

The Amendment”
provides that all references in the Offer to Purchase purporting to limit any extension of the Offer to “ten days”
or “fifteen days” are deleted and the Offer may be extended for any period of time up to twenty-eight (28) calendar
days which is to be inserted instead of any reference to “ten days” or “fifteen days”

Comment/Observation No.
10. Please explain why TCI is required to extend the offer, if requested by IOR as stated on page 15, as this appears to be inconsistent
with the statement on page 11 that there are no agreements governing the Offer.

Response to Comment/Observation
No. 10.

The Amendment provides
that although the Offer to Purchase may contain a reference indicating that IOR may request TCI to extend the Offer,
no agreement or understanding between TCI and IOR with respect to the Offer and if IOR requests TCI
to extend the Offer, TCI will give any such request the consideration merited that exists at the time such request is made,
if any.

    4

Comment/Observation No.
11. Please disclose the periods for accepting securities on a pro rata basis in the event that the Offer is oversubscribed. See Item
1004(a)(1)(ix) of Regulation M-A.

Response to Comment/Observation
No. 11.

The Amendment provides
that if a pro ration of tenders is to occur resulting in a return of some number of Shares to holders of the excess Shares,
TCI will sort through the mechanics of pro ration of Shares as soon as reasonably practicable but in no event more than
six Business Days.

Certain Information Concerning IOR, page
26.

Comment/Observation No.
12. The SEC no longer maintains a public reference room where fillings can be inspected and copied by the public. Please revise the
disclosure in the second paragraph of this section and related disclosure in the first paragraph on page 27 accordingly.

Response to Comment/Observation
No. 12.

The Amendment provides
for deletion of all references to the SEC’s Public Reference Room in the second paragraph under the sub caption “8. Certain
Information concerning IOR” as well as the ability to be examined and copies obtained from the SEC in the third paragraph under
the sub caption “18. Miscellaneous”.

Purpose of the Offer, Plans for IOR, page
28.

Comment/Observation No.
13. We note your statement that “[t]he Offer is not intended to be a first step in the acquisition of all Shares of IOR,”
which appears to be inconsistent with statements elsewhere in the Offer to Purchase that TCI “desires to move to a larger percentage
ownership so that at some point in the future TCI may avail itself of the Nevada parent subsidiary merger statute.” Please revise
to correct this inconsistency or clarify how these two statements are consistent

Response to Comment/Observation
No. 13.

The Amendment amends
the description in the Offer to Purchase under “12. Purpose of the Offer; Plans for IOR-Plans for IOR” to clearly
state that TCI simply seeks by the Offer to increase its investment in the ownership of IOR Shares by up to 100,000
Shares (approximately 2.46% of the outstanding) is a Rule 13e-3 transaction.”

Comment/Observation No.
14. Please revise the second paragraph on page 29 to reflect that the Offer is a Rule 13e-3 transaction.

Response to Comment/Observation No. 14.

See above Response to Comments/Observation
No.13. The Amendment revises the second paragraph on page 29 to reflect that the Offer, even though for only up to 100,000
Shares of IOR (approximately 2.46% of the outstanding) is a Rule 13e-3 transaction.

    5

Extension of the Offer, Termination; Amendment,
page 29.

Comment/Observation No.
15. We note the disclosure in the penultimate paragraph on page 29 that a public announcement of an extension of the Offer will be
made “as soon as possible.” Please clarify that the timing of such public announcement is also subject to the specific requirements
of Rule 14e-1(d).

Response to Comment/Observation
No. 15.

On January 14, 2025, a press
release announcing a two-week extension of the Offer to a new expiration date and time of January 29, 2025 at 5:00 p.m. New York
City time was issued on the evening of January 14, 2025 which is believed to be compliant with Rule 14e-1(d).

Comment/Observation No.
16. Please note that the Tier II exemption is applicable only to Foreign Private Issuers pursuant to Rule 14d-1(d)(1)(i) and revise
the last paragraph on page 29 accordingly. Note further that Rule 14e-1(c) still requires prompt payment for or return of tendered shares
following the termination or withdrawal of a tender offer.

Response to Comment/Observation
No. 16.

Amendment further amends
the Offer to Purchase by deleting the reference to “the Tier II exemption Rule 14e-1(d) and replacing such phrase
and with “Rule 14d-1(c). . .” so that the first line of such paragraph reads “TCI’s reservation to the
right to delay payment for Shares which have been accepted is limited by Rule 14d-1(c) which requires that TCI must pay the consideration
offered or return the Shares tendered promptly after termination or withdrawal of the Tender Offer.”

Fees and Expenses, page 33.

Comment/Observation No.
17. The table of estimated expenses states filing and related fees are expected to be $1,500, which appears inconsistent with the
filing fee table in Exhibit 107 that indicates no filing fee is due. Please revise this table after the filing fee is calculated or explain
what fees such amount refers to.

Response to Comment/Observation
No. 17.

The reference in the table
under “17. Fees and Expenses.” to $1,500 was simply a rough estimate of the amount of filing fees which might be incurred
and required in connection with the filing of materials under EDGAR with the SEC for Schedules TO, 14d-9 and/or 13e-3, if required. TCI
estimated originally that the amount would include the sum of $306.20 as the amount of the filing fee to be paid upon consummation
of the Offer based upon TCI purchasing 100,000 Shares at $18 per Share net (which amount may increase if more
than 100,000 Shares are tendered and purchased by TCI. At the conclusion of the Offer and the final amendment on
Schedule TO disclosing the actual number of Shares ultimately purchased at the Offer price will then require the
payment of applicable fees then calculable which have not been previously paid. The seemingly high estimate of filing fees also included
guestimates of the cost of filing items under the EDGAR system. All actual required filing fees will be paid on the final amendment to
Schedule TO based on the then number of Shares actually purchased by TCI at the Offer Price.

    6

Schedule 13E-3 filed December 30, 2024
by Transcontinental Realty Investors, Inc.

Item 8. Fairness of the Transaction, page
4.

Comment/Obser