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METZGER & McDONALD PLLC

(formerly Prager, Metzger & Kroemer PLLC)

A PROFESSIONAL LIMITED LIABILITY COMPANY

ATTORNEYS, MEDIATORS & COUNSELORS

    Steven C. Metzger

Direct Dial 214-740-5030

smetzger@pmklaw.com

    3626 N. Hall Street, Suite 800

Dallas, Texas 75219-5133

214-969-7600

www.pmklaw.com

Facsimile 214-523-3838

214-969-7635

September 28, 2005

Via EDGAR

The Securities and Exchange Commission

100 F Street, N.W.

Washington, D.C. 20549

    Attn:

    Steven Jacobs, Accounting Branch Chief

Rachel Zablow, Staff Accountant

Division of Corporation Finance

              Re:

    Income Opportunity Realty Investors, Inc. (Commission

File No. 001-14784; CIK No. 0000949961) B Form 10-K/A for the

fiscal year ended December 31, 2004 filed March 31, 2005

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 further comments of the Staff of
the Securities and Exchange Commission dated September 19, 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 referenced in the comment.

     This letter and Schedule 1 are being filed under the EDGAR system in direct
response to the comment 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

    cc:

    R. Neil Crouch II

Ken L. Joines

SCHEDULE 1

Response to Comments of the Staff of

The Securities and Exchange Commission

by letter dated September 19, 2005 with respect to

Form 10-K/A 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 response to comments of the
Staff of the Securities and Exchange Commission rendered by letter dated September 19,
2005, with respect to Form 10-K/A Amendment to 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 each comment. Also included in such
response is a letter/page reference to the text in the Form 10-K/A for the fiscal year
ended December 31, 2004, as applicable, and/or a reference to the date of supplemental
information provided to the Staff. For convenience, in the responses, Income
Opportunity Realty Investors, Inc. is referred to as the “Registrant” or the “Issuer”
or the “Company” or “IOT.”

Form 10-K/A for the Fiscal Year Ended December 31, 2003

Form 10-K/A for the Fiscal Year Ended December 31, 2004

Form 10-Q/A for the Quarter Ended March 31, 2005

     Comment/Observation No. 1. Amend to include the certifications required by
Exchange Act Rules 13a-14(a) and 15d-14(a).

     Response to Comment/Observation No. 1. Further amendments to each of the Reports
will be filed to include the certifications required by Exchange Act Rules 13a-14(a)
and 15d-14(a).

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

     Comment/Observation No. 2. Please revise the reports of independent registered
public accounting firm on page 26 to the Form 10-K/A for the year ended December 31,
2003 and pages 30 and 31 of the Form 10-K/A for the year ended December 31, 2004 to
include the city and state where issued. Refer to Item 2.02(a) of Regulation S-X.

     Response to Comment/Observation No. 2. The further amendments to Forms 10-K/A
for the fiscal years ended December 31, 2003 and December 31, 2004 include revised
reports of the independent registered public accounting firms to include the city and
state where issued.

Note 5 — Notes and Interest Payable

     Comment/Observation No. 3. We have read your proposed disclosure provided to us
in response to prior Comment 2 to address the terms of your obligations to Metra as it
relates to your accounting treatment under SFAS 66. Please amend to include the
enhanced disclosure.

     Response to Comment/Observation No. 3. Each of the Reports have been further
amended to include under Note 5 — Notes and Interest Payable the enhanced disclosure
with respect to Metra as it relates to accounting treatment under SFAS 66.

Schedule 1 — Page 1