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METZGER & McDONALD PLLC

(formerly Prager, Metzger & Kroemer PLLC)

a professional limited liability company

attorneys, mediators & counselors

    Steven C. Metzger

    2626 Cole Avenue, Suite 900

    Direct Dial 214-740-5030

    Dallas, Texas 75204-1083

    Facsimile 214-523-3838

    smetzger@pmklaw.com

    214-969-7600

    214-969-7635

    www.pmklaw.com

June 3, 2005

The Securities and Exchange Commission

450 Fifth Street, N.W.

Judiciary Plaza

Washington, D.C. 20549-1004

    Attn:

    Steven Jacobs, Accounting Branch Chief

    Rachel Zablow, Staff Accountant

    Division of Corporation Finance

    Mail Stop 4561

    Re:

    Income Opportunity Realty Investors, Inc. (Commission
File No. 001-14784; CIK No. 0000949961) — Form 10-K for the
fiscal year ended December 31, 2004

Ladies and Gentlemen:

     On behalf of Income Opportunity Realty Investors, Inc., a Nevada corporation
(“IOT”), this letter is being filed as a supplemental letter uploaded on
the EDGAR system on behalf of IOT in response to a letter of comments of the Staff of
the Securities and Exchange Commission dated May 18, 2005. Schedule 1 annexed to this
letter contains the responses to 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 response to such comment or explanation. Also included in
each response, where appropriate, is a letter/page reference to the text of the
applicable document or instrument referred to in the comment.

     This letter and Schedule 1 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 or included in this letter or Schedule 1, please do
not hesitate to contact the undersigned at any time at 214-740-5030 direct.

    Very truly yours,

    /s/ Steven C. Metzger

    Steven C. Metzger

SCM:ag

Enclosures

    The Securities and Exchange Commission

    Attn:

    Steven Jacobs, Accounting Branch Chief

    Rachel Zablow, Staff Accountant

    June 3, 2005

    Page 2

    cc:

    R. Neil Crouch, Executive Vice President

       and Chief Financial Officer

    Peter Wang, Controller

Income Opportunity Realty Investors, Inc.

SCHEDULE 1

Response to Comments of the Staff of

The Securities and Exchange Commission

by letter dated May 18, 2005 with respect to

Form 10-K for the year ended December 31, 2004 of

Income Opportunity Realty Investors, Inc.

Commission File No. 001-14784

     The following information is intended to provide a further response to comments
of the Staff of the Securities and Exchange Commission rendered by letter dated May
18, 2005, with respect to the Form 10-K Annual Report to the Securities and Exchange
Commission for the fiscal year ended December 31, 2004 of Income Opportunity Realty
Investors, Inc. 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 Form 10-K for the fiscal year ended
December 31, 2004 (which was filed March 31, 2005), as applicable, and/or a reference
to the date of supplemental information provided to the Staff, including supplemental
information provided by letter dated May 6, 2005 (the “First Supplemental
Response”).

Consolidated Financial Statements

Note 5 — Notes and Interest Payable, page 45

     Comment/Observation No. 1. We have read your response to our comment. With
respect to the returns to Metra partners from property operations and sales pursuant
to paragraph 28 of SFAS 66, supplementally advise us how these returns represent a
guaranty of the Registrant, as seller, on the Metra Capital investment. In that
regard, clarify the party responsible for payment of the distributions to Metra
partners and the consequence, should cash flows from operations and property sales not
be sufficient to provide the Metra partners with a 15% cumulative compound annual
return. Finally, quantify the total distributions paid to Metra Capital partners as a
return on investment through December 31, 2004, and tell us how the distributions were
accounted for in your financial statements, as well as the financial statement line
items affected.

     Response to Comment/Observation No. 1. Income Opportunity Realty Investors, Inc. (the
“Company” or “IOT”) guaranteed that the acquiring partnerships controlled
by Metra Capital, LLC (“Metra”) would receive a 15% cumulative compound annual return
on their investments. The 15% cumulative compound annual return (i.e., the “Preferential
Return”) was to be paid from the property excess cash flow, and if cash flow was insufficient
to cover the full amount of the Preferential Return, the difference would accrue until the
underlying property was sold to an independent third party; the investors would receive the funds
first to make up the Preferential Return at the rate of 15% compounded annually on the property
prior to a return of 25% of the sales cash flow and any required preferred interest redemption.
Exhibit “1” annexed hereto sets forth a schedule of the Preferential Return on the
properties through December 31, 2004. The amounts set forth on Exhibit “1” cover from
inception of the arrangement through December 31, 2004, and distributions have been accrued as a
receivable from Metra. IOT also had (and has) a right to approve the price of any sale by the
partnership of the properties. When each underlying property is ultimately sold, the

Schedule 1 - Page 1

receivable is to be expensed as an additional cost at closing, reducing the gain on ultimate
sale. This concept affects accounts receivable and gains on sale in the financial statements.

     Paragraph 28 of SFAS 66, which is set forth under the subcaption of “Continuing
Involvement without Transfer Risks and Rewards” utilizes a statement that the seller
guarantees the return of the buyer’s investment or a return on that investment for a limited
or extended period. For example, the seller guarantees cash flows, subsidies or net tax benefits.
If the seller guarantees return of the buyer’s investment or if the seller guarantees a
return on the investment for an extended period, the transaction shall be accounted for as a
financing, leasing or profit-sharing arrangement. See paragraph 28 of SFAS 66.

     Comment/Observation No. 2. Further to our previous comment, it is unclear how you have
considered paragraph 33 in accounting for this transaction. Supplementally advise us how the
Registrant, as seller, is able to exert control over Metra Capital. In addition, clarify whether
your Preferred Stock of Innovo represents an equity interest in Metra Capital, and how this
precludes you from recognizing profit on the transaction. Refer to paragraph 34 of SFAS 66.

     Response to Comment/Observation No. 2. Once a determination has been made under paragraph 28
of SFAS to treat the transaction as a financing transaction, it is not necessary to consider
paragraph 33 of SFAS 66, which provides that “the seller has made a partial sale” if
the seller retains an equity interest in the property or has an equity interest in the buyer.
However, properties sold to the partnerships that were owned by Metra and Innovo Realty, Inc., a
subsidiary of Innovo Group, Inc. (“Innovo”), which was a limited partner in all of the
partnerships that purchased the properties, the Company was at the time of the transaction an
“affiliate” of Metra. Joseph Mizrachi was a director of American Realty Investors,
Inc. (“ARI”), which in-turn owned at that time 46.91% of the issued and outstanding
Common Stock of the Company. Joseph Mizrachi was a principal of Metra and owned 11.67% of Innovo
at the time. In addition, the Preferred Stock interest of Innovo is an equity interest in the
acquiring partnerships. The Registrant is precluded from recognizing a profit on the transaction
due to the uncertainty of the timing and amount of any redemption of the Preferred Stock interest
after required distributions are made to Metra.

     Paragraph 34 of SFAS 66 provides, inter alia, that if the buyer is not independent of the
seller (for example, if the seller holds or acquires an equity interest in the buyer), the seller
should recognize the part of the profit proportionate to the outside interest in the buyer at the
date of sale. However, if the seller controls the buyer, no profit on the sale shall be recognized
until it is realized from transactions with outside third parties through sale or operations of the
property. In this instance, not only does the seller hold an equity interest in the buyer, but the
seller controls the buyer and controls the ultimate price at which the property may be sold as the
partnership agreements require the Company to approve the price of ultimate sale of the property to
independent third parties.

Schedule 1 - Page 2

INCOME OPPORTUNITY REALTY INVESTORS, INC.

15% Return on Capital to Metra (Monthly Accrual)

(5/2003 – 12/2004)

    2002

    7

    GL

    7/15 15 % RETURN

    18,330.36

    8

    GL

    8/19 15 % RETURN

    17,753.98

    9

    GL

    15 % RETURN 9/18

    17,753.98

    10

    GL

    15 % RETURN 10/11

    17,283.40

    11

    GL

    11/02 15 % RETURN

    18,205.30

    12

    GL

    12/02 15 % RETURN

    18,205.30

    2002  Total

    107,532.32

    2003

    1

    GL

    1/03 15 % RETURN

    18,032.87

    2

    GL

    15 % RETURN

    19,467.74

    3

    GL

    15 % RETURN

    16,649.50

    4

    GL

    15 % RETURN

    18,898.26

    5

    GL

    15 % RETURN

    16,236.36

    6

    GL

    15 % RETURN

    17,537.62

    7

    GL

    15 % RETURN

    17,537.59

    8

    GL

    15 % RETURN

    17,537.58

    9

    GL

    15 % RETURN

    17,383.02

    10

    GL

    15 % RETURN

    17,537.62

    11

    GL

    15 % RETURN

    17,093.56

    12

    GL

    15 % RETURN

    17,685.63

    2003  Total

    211,597.35

    2004

    1

    GL

    15 % RETURN

    17,537.62

    2

    GL

    15 % RETURN

    17,537.62

    3

    GL

    15 % RETURN

    17,537.62

    4

    GL

    15 % RETURN

    16,591.26

    5

    GL

    15 % RETURN

    16,171.17

    6

    GL

    15 % RETURN

    16,311.21

    7

    GL

    15 % RETURN

    14,161.16

    8

    GL

    15 % RETURN

    13,545.75

    9

    GL

    15 % RETURN

    13,545.75

    10

    GL

    15 % RETURN

    13,545.75

    11

    GL

    15 % RETURN

    13,545.75

    12

    GL

    15 % RETURN

    13,545.75

    2004  Total

    183,576.41

    Grand Total

    502,706.08

Exhibit“1”