<DOCUMENT>
<TYPE>EX-99.CERT
<SEQUENCE>3
<FILENAME>opp302.txt
<DESCRIPTION>PREFERRED OPP 302 CERTIFICATION
<TEXT>

         CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Donald F. Crumrine, certify that:

1.       I  have  reviewed  this  report  on  Form  N-CSR  of  Preferred  Income
         Opportunity Fund Incorporated;

2.       Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition, results of operations, changes in net
         assets,  and cash flows (if the  financial  statements  are required to
         include a statement  of cash flows) of the  registrant  as of, and for,
         the periods presented in this report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Rule 30a-3(c) under the Investment  Company Act of 1940) for
         the registrant and have:

         (a) designed  such  disclosure  controls and  procedures to ensure that
             material  information  relating to the  registrant,  including  its
             consolidated  subsidiaries,  is made  known to us by others  within
             those entities, particularly during the period in which this report
             is being prepared;

         (b)evaluated the effectiveness of the registrant's  disclosure controls
             and procedures as of a date within 90 days prior to the filing date
             of this report (the "Evaluation Date"); and

         (c) presented in this report our conclusions about the effectiveness of
             the disclosure  controls and procedures  based on our evaluation as
             of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee of the  registrant's  board of  directors  (or persons
         performing the equivalent functions):

         (a) all significant deficiencies in the design or operation of internal
             controls which could adversely affect the  registrant's  ability to
             record,  process,  summarize,  and report  financial  data and have
             identified for the registrant's auditors any material weaknesses in
             internal controls; and


<PAGE>

         (b) any fraud,  whether or not material,  that  involves  management or
             other  employees  who have a significant  role in the  registrant's
             internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         report  whether  or not there  were  significant  changes  in  internal
         controls  or in other  factors  that  could  significantly  affect  the
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date:    JULY 30, 2003             /S/ DONALD F. CRUMRINE
     -------------------           --------------------------------------------
                                   Donald F. Crumrine, Director, Chairman of the
                                   Board and Chief Executive Officer
                                   (principal executive officer)


<PAGE>


         CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Peter C. Stimes, certify that:

1.       I  have  reviewed  this  report  on  Form  N-CSR  of  Preferred  Income
         Opportunity Fund Incorporated;

2.       Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition, results of operations, changes in net
         assets,  and cash flows (if the  financial  statements  are required to
         include a statement  of cash flows) of the  registrant  as of, and for,
         the periods presented in this report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Rule 30a-3(c) under the Investment  Company Act of 1940) for
         the registrant and have:

         (a) designed  such  disclosure  controls and  procedures to ensure that
             material  information  relating to the  registrant,  including  its
             consolidated  subsidiaries,  is made  known to us by others  within
             those entities, particularly during the period in which this report
             is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
             and procedures as of a date within 90 days prior to the filing date
             of this report (the "Evaluation Date"); and

         (c) presented in this report our conclusions about the effectiveness of
             the disclosure  controls and procedures  based on our evaluation as
             of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee of the  registrant's  board of  directors  (or persons
         performing the equivalent functions):

         (a) all significant deficiencies in the design or operation of internal
             controls which could adversely affect the  registrant's  ability to
             record,  process,  summarize,  and report  financial  data and have
             identified for the registrant's auditors any material weaknesses in
             internal controls; and


<PAGE>

         (b) any fraud,  whether or not material,  that  involves  management or
             other  employees  who have a significant  role in the  registrant's
             internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         report  whether  or not there  were  significant  changes  in  internal
         controls  or in other  factors  that  could  significantly  affect  the
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date:    JULY 30, 2003          /S/ PETER C. STIMES
     -------------------        ------------------------------------------------
                                Peter C. Stimes, Chief Financial and Accounting
                                Officer, Vice President, Treasurer & Assistant
                                Secretary
                                (principal financial officer)


</TEXT>
</DOCUMENT>
