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<SEC-DOCUMENT>0000940400-05-000394.txt : 20050722
<SEC-HEADER>0000940400-05-000394.hdr.sgml : 20050722
<ACCEPTANCE-DATETIME>20050722153243
ACCESSION NUMBER:		0000940400-05-000394
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20050531
FILED AS OF DATE:		20050722
DATE AS OF CHANGE:		20050722
EFFECTIVENESS DATE:		20050722

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Flaherty & Crumrine PREFERRED INCOME OPPORTUNITY FUND INC
		CENTRAL INDEX KEY:			0000882071
		IRS NUMBER:				954355600
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06495
		FILM NUMBER:		05968688

	BUSINESS ADDRESS:	
		STREET 1:		301 E COLORADO BLVD STE 720
		STREET 2:		C/O FLAHERTY & CRUMRINE INC
		CITY:			PASADENA
		STATE:			CA
		ZIP:			91101
		BUSINESS PHONE:		(626) 795-7300

	MAIL ADDRESS:	
		STREET 1:		301 COLORADO BLVD STE 720
		STREET 2:		C/O FLAHERTY & CRUMRINE INC
		CITY:			PASADENA
		STATE:			CA
		ZIP:			91101

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PREFERRED INCOME OPPORTUNITY FUND INC
		DATE OF NAME CHANGE:	19920929
</SEC-HEADER>
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SIGNATURE   BRIAN CURRAN
TITLE       ASSISTANT TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>ex77q1b.txt
<TEXT>
EXHIBIT 77Q1(b)
FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
(the "Fund")


Investment Policy Modifications

Summary of Risks and Benefits

       At their January 21, 2005 meeting (the "Meeting"), the Fund's
Board of Directors (the "Board") approved the use of interest rate
swaps, swap futures and Eurodollar futures contracts for interest rate
hedging purposes. The new policy will allow the Fund to further
diversify potential hedging instruments beyond Treasury-based
contracts, potentially improving hedge performance or lowering cost.

       The Board also approved the sale of credit derivatives as an
alternative to buying a corporate security, up to a limit of one-third
of Fund assets. This will allow the Fund to pursue various "synthetic
asset" strategies, whereby it can acquire exposure to particular
credits and manage its interest rate exposure more efficiently than it
could dealing only in cash securities. In essence, there may be times
when Fund management can sell credit protection via credit derivatives
at wider spreads (or with better call protection) than where Fund
management can purchase a portfolio security, resulting in higher
returns for shareholders. Fund management will not use credit
derivatives to leverage credit exposure, but rather as an alternative
to buying a security of a particular issuer. The ability to buy and
sell synthetic assets offers another way for active management of the
Fund to add value to shareholders.

       Of course, using derivative securities entails risks. There are
counterparty risks on over-the-counter derivatives and exchange-traded
futures contracts. These risks are limited by proper documentation,
collateralization, daily valuation, and the high credit standing of
approved swap counterparties and the futures exchanges, but the Fund is
exposed to valuation changes in a contract between the time the
collateral or margin requirement arises and when it receives such
collateral or margin payments. Second, there is basis risk between the
derivative contracts and the Fund's investments. LIBOR-based hedges may
or may not correlate with underlying portfolio assets as well as our
current Treasury-based hedges, possibly resulting in poorer hedge
performance. Credit derivatives may not perform in the same way as cash
securities. In particular, the timing of payments on a credit default
swap and the events that trigger those payments may be materially
different than on a cash security, possibly requiring the Fund to
liquidate assets at disadvantageous prices or leaving the Fund with
additional interest rate risk. Fund management intend to monitor and
evaluate those risks on an ongoing basis, but shareholders should be
aware that they exist.

       The Board approved rules to permit the Fund to buy or sell option
spreads, which may allow the Fund to reduce the cost of hedging or add
total return in periods of high implied volatility. The Fund has always
had the ability to sell options, but the new policy clarifies the
special situation of selling options when much or all of its risk is
covered by a long position in another option. However, the sale of any
option may limit the return on an asset (for example, in the case of a
call spread) or reduce the protection from a hedge (for example, in the
case of a put spread), possibly resulting in poorer performance.

       Finally, the Board authorized the Fund to engage in securities
lending on up to 15% of total assets. Certain securities held in the
portfolio may be lent profitably by the Fund. Proceeds from any
securities loan will be invested in a fund managed according to SEC
guidelines applicable to money market funds. Essentially, Fund
management would borrow money at a rate lower than where Fund
management would reinvest the proceeds. Fund management would not take
incremental interest rate risk, as both the borrowing and reinvestment
would be short- term. There are risks to securities lending, however.
There is counterparty risk on the securities lending side of the
transaction. Although risk is limited since the loan is collateralized
by cash, the Fund could suffer losses if the counterparty fails to
return securities that have risen in value. There is also investment
risk on the proceeds from the securities loans: These monies are
invested in short-term investments, and if those investments lose
value, the Fund will still owe the amount borrowed. Fund management
intend to mitigate this risk by investing proceeds from securities
lending in a short-term fund managed according to SEC guidelines
applicable to money market funds.


G:\Clients\Preferred\PFO\N-SAR\053105\PFO Exhibit 77Q1(b) - 053105.doc
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>ex77q1a1.txt
<TEXT>
EXHIBIT 77Q1(a)(1)
FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
(the "Fund")


ARTICLES OF AMENDMENT
OF
FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED


       Flaherty & Crumrine Preferred Income Opportunity Fund
Incorporated, a Maryland corporation (hereinafter the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation
that:

       FIRST:	Part I of the Articles Supplementary Creating and
Fixing the Rights of Money Market Cumulative Preferred Stock(tm) of the
Corporation, filed with the Maryland State of Department of Assessments
and Taxation ("SDAT") on April 6, 1992 (the "Articles Supplementary")
is hereby amended as follows: by adding the following subsection 5(h)
to Part I thereof:

"(h)	Terms of Office of Certain Directors to Terminate.
Simultaneously with and at the time that none of the issued
shares of MMP(r) are "outstanding" as set forth in subsection
(d)(ii) of this Section 5, i.e., the redemption price for the
redemption of such shares of MMP(r) has been deposited in trust
with the MMP(r) Paying Agent for that purpose and the requisite
Notice of Redemption with respect to such shares of MMP(r) has
been given as provided in Section 3 of this Part I, the terms
of office of any directors elected solely by the holders of
such shares of MMP(r) shall automatically terminate and the
remaining directors shall constitute the directors of the
Corporation; provided, however, that the terms of office of
any such directors who meet the definition of "Continuing
Directors" in the Corporation's Articles of Amendment and
Restatement, as amended, shall continue and shall not
terminate."

       SECOND:	Part II of the Articles Supplementary is hereby
amended as follows: By inserting the following new Section 7 in Part II
thereof, and renumbering the existing Section 7 of Part II as Section
8, accordingly:

       "7.	Force Majeure.

       (a)	Notwithstanding anything else set forth herein,

(i)	if an Auction Date is not a Business Day
because the New York Stock Exchange is closed
for business for more than three consecutive
calendar days (excluding Saturdays and Sundays
and previously announced New York Stock
Exchange holidays) due to an act of God,
natural disaster, extreme weather, act of war,
civil or military disturbance, act of
terrorism, sabotage, riots or a loss or
malfunction of utilities or communications
services, or if the Auction Agent is not able
to conduct an Auction in accordance with the
Auction Procedures for any such reason, then
the Applicable Rate for the next Dividend
Period shall be the Applicable Rate determined
on the previous Auction Date; and

(ii)	if an Auction Date is not a Business Day
because the New York Stock Exchange is closed
for business for three or fewer than three
consecutive calendar days (excluding Saturdays
and Sundays and previously announced New York
Stock Exchange holidays) due to an act of God,
natural disaster, extreme weather, act of war,
civil or military disturbance, act of
terrorism, sabotage, riots or a loss or
malfunction of utilities or communications
services, or if the Auction Agent is not able
to conduct an Auction in accordance with the
Auction Procedures for any such reason, then
the Applicable Rate for the next Dividend
Period shall be the Applicable Rate determined
by auction on the first Business Day following
such Auction Date.

(b)	Notwithstanding anything else set forth herein, if a
Dividend Payment Date is not a Business Day because
the New York Stock Exchange is closed for business
for more than three consecutive calendar days due to
an act of God, natural disaster, extreme weather, act
of war, civil or military disturbance, act of
terrorism, sabotage, riots or a loss or malfunction
of utilities or communications services, or if the
dividend payable on such date can not be paid for any
such reason, then:

(i)	The Dividend Payment Date for the affected
Dividend Period shall be the next Business Day
on which the Fund and the Auction Agent are
able to cause the dividend to be paid using
commercially reasonable best efforts;

(ii)	The affected Dividend Period shall end on the
day it would have ended had such event not
occurred and the Dividend Payment Date had
remained the scheduled date; and

(iii)	The next Dividend Period will begin and end on
the dates on which it would have begun and
ended had such event not occurred and the
Dividend Payment Date remained the scheduled
date.

(c)	In the event that either provision (a) or (b) of this
Section 7 is applicable for the MMP(r), each Existing
Holder of the MMP(r) shall hold all of the shares of
MMP(r) held by such Existing Holder until the next
Auction Date for the MMP(r) (unless the Existing Holder
of such shares of MMP(r) sells his or her shares of
MMP(r) outside of an Auction in a secondary trading
market)."

       THIRD:	The Articles Supplementary of the Corporation are
further amended as follows: By revising the second sentence of Part I,
Section 2(c)(i) by inserting at the end of the words "provided,
however, that if an Auction for any Subsequent Rate Period is not held
for any reason" the phrase "(except as provided in Section 7 of Part II
of these Articles Supplementary)".

       FOURTH:	The amendments to the Charter of the Corporation set
forth in Articles FIRST, SECOND, and THIRD above were advised by the
Board of Directors and approved by the stockholders.



IN WITNESS WHEREOF, the undersigned officers of the Corporation
have executed these Articles of Amendment and do hereby acknowledge
that these Articles of Amendment are the act and deed of the
Corporation and state that, to the best of their knowledge, information
and belief, the matters and facts contained herein with respect to
authorization and approval are true in all material respects, under the
penalties of perjury.

DATE: June 14, 2005

	FLAHERTY & CRUMRINE PREFERRED
INCOME OPPORTUNITY FUND INCORPORATED


       By:	/s/ Robert M. Ettinger
              	Robert M. Ettinger
       President
WITNESS:

/s/ R. Eric Chadwick
R. Eric Chadwick
Secretary

G:\Clients\Preferred\PFO\N-SAR\053105\PFO Exhibit 77Q1(a)(1) - 053105.doc
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>ex77q1a2.txt
<TEXT>
EXHIBIT 77Q1(a)(2)
FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
(the "Fund")


FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED

ARTICLES SUPPLEMENTARY


	Flaherty & Crumrine Preferred Income Opportunity Fund
Incorporated, a Maryland corporation having its principal office in
Baltimore City, Maryland (hereinafter called the "Corporation"), hereby
certifies to the Maryland State Department of Assessments and Taxation
that:

	FIRST:	Pursuant to Title 3, Subtitle 8 of the Maryland
General Corporation Law (the "MGCL"), by resolution of its Board of
Directors adopted on April 21, 2005, the Corporation elected to become
subject to (i) Section 3-804(b) of the MGCL to the effect that the
number of directors of the Corporation shall be fixed only by vote of
the Board of Directors, and (ii) Section 3-804(c)(1) and (3) of the
MGCL with respect to vacancies on the Board of Directors, the
provisions being to the effect that a director elected by the Board of
Directors to fill a vacancy, whether caused from the death, resignation
or removal of a director or from an increase in the number of
directors, shall hold office for the remainder of the full term of the
class of directors in which the vacancy occurred and until a successor
is elected and qualifies.  The aforesaid provisions of the MGCL will
govern notwithstanding any contrary provision of the Charter or Bylaws
of the Corporation.

	IN WITNESS WHEREOF, the Corporation has caused these presents to
be signed in its name and on its behalf by its President and witnessed
by its Secretary as of this 25th day of May, 2005, and the undersigned
officers acknowledge that these Articles Supplementary are the act of
the Corporation, and state that to the best of their knowledge,
information and belief all matters and facts set forth herein with
respect to the authorization and approval of the matters addressed in
these Articles Supplementary are true in all material respects, and
that this statement is made under the penalties of perjury.

	FLAHERTY & CRUMRINE PREFERRED
INCOME OPPORTUNITY FUND INCORPORATED


       By:	/s/ Robert M. Ettinger
              	Robert M. Ettinger
       President
WITNESS:

/s/ R. Eric Chadwick
R. Eric Chadwick
Secretary

G:\Clients\Preferred\PFO\N-SAR\053105\PFO Exhibit 77Q1(a)(2) - 053105.doc
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>ex77q1a3.txt
<TEXT>
EXHIBIT 77Q1(a)(3)
FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
(the "Fund")


AMENDED AND RESTATED BYLAWS

OF

FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED



BYLAW-ONE:	NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.

	Article 1.1.	Name.  The name of the Company is Flaherty &
Crumrine Preferred Income Opportunity Fund Incorporated.

	Article 1.2.	Principal Offices.  The principal office of the
Company in the State of Maryland shall be located in Baltimore,
Maryland.  The Company may, in addition, establish and maintain such
other offices and places of business within or outside the State of
Maryland as the Board of Directors may from time to time determine.

	Article 1.3.	Seal.  The corporate seal of the Company shall
be circular in form and shall bear the name of the Company, the year of
its incorporation and the words "Corporate Seal, Maryland."  The form
of the seal shall be subject to alteration by the Board of Directors
and the seal may be used by causing it or a facsimile to be impressed
or affixed or printed or otherwise reproduced.  Any Officer or Director
of the Company shall have authority to affix the corporate seal of the
Company to any document requiring the same.

BYLAW-TWO:	STOCKHOLDERS.

	Article 2.1.	Place of Meetings.  All meetings of the
Stockholders shall be held at such place, whether within or outside the
State of Maryland, as the Board of Directors shall determine, which
shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

	Article 2.2.	Annual Meeting.  The annual meeting of the
Stockholders of the Company shall be held at such place as the Board of
Directors shall select on such date, during the 30-day period ending
five months after the end of the Company's fiscal year, as may be fixed
by the Board of Directors each year, at which time the Stockholders
shall elect Directors by plurality vote, and transact such other
business as may properly come before the meeting. Any business of the
Company may be transacted at the annual meeting without being specially
designated in the notice except as otherwise provided by statute, by
the Articles of Incorporation or by these Bylaws.

	Article 2.3.	Special Meetings.  Special meetings of the
Stockholders for any purpose or purposes, unless otherwise prescribed
by statute or by the Articles of Incorporation, may be called by
resolution of the Board of Directors or by the President, and shall be
called by the Secretary at the request, in writing, of a majority of
the Board of Directors. Special meetings of the Stockholders shall also
be called by the Secretary at the request, in writing, of Stockholders
entitled to cast a majority of the votes entitled to be cast at the
meeting, provided that (a) such request shall state the purpose or
purposes of such meeting and the matters proposed to be acted on, and
(b) the stockholders requesting such meeting shall have paid to the
Company the reasonably estimated cost of preparing and mailing a notice
of the meeting (which estimated cost shall be provided to such
Stockholders by the Secretary of the Company); the only Stockholder
proposals that may be presented at the meeting are those set forth in
the notice requesting the meeting in accordance with this Article 2.3.

	Article 2.4.	Notice.  Written notice of every meeting of
Stockholders, stating the purpose or purposes for which the meeting is
called, the time when and the place where it is to be held, shall be
served, either personally or by mail, not less than ten nor more than
ninety days before the meeting, upon each Stockholder as of the record
date fixed for the meeting who is entitled to notice of or to vote at
such meeting.  If mailed (i) such notice shall be directed to a
Stockholder at his address as it shall appear on the books of the
Company (unless he shall have filed with the Transfer Agent of the
Company a written request that notices intended for him be mailed to
some other address, in which case it shall be mailed to the address
designated in such request) and (ii) such notice shall be deemed to
have been given as of the date when it is deposited in the United
States mail with first-class postage thereon prepaid.

	Article 2.5	Notice of Stockholder Business.  At any annual or
special meeting of the Stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To
be properly brought before  an annual or special meeting, the business
must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (ii)
otherwise properly brought before the meeting by or at the direction of
the Board of Directors, or (iii) otherwise properly brought before the
meeting by a Stockholder.

	For business to be properly brought before an annual or special
meeting by a Stockholder, the Stockholder must have given timely notice
thereof in writing to the Secretary of the Company.  To be timely, any
such notice must be delivered to or mailed and received at the
principal executive offices of the Company not later than 60 days prior
to the date of the meeting; provided, however, that if less than 70
days' notice or prior public disclosure of the date of the meeting is
given or made to Stockholders, any such notice by a Stockholder to be
timely must be so received not later than the close of business on the
10th day following the day on which notice of the date of the annual or
special meeting was given or such public disclosure was made.

	Any such notice by a Stockholder shall set forth as to each
matter the Stockholder proposes to bring before the annual or special
meeting (i) a brief description of the business desired to be brought
before the annual or special meeting and the reasons for conducting
such business at the annual or special meeting, (ii) the name and
address, as they appear on the Company's books, of the Stockholder
proposing such business, (iii) the class and number of shares of the
capital stock of the Company which are beneficially owned by the
Stockholder, and (iv) any material interest of the Stockholder in such
business.

	Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual or special meeting except in
accordance with the procedures set forth in this Article 2.5. The
chairman of the annual or special meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this
Article 2.5, and, if he should so determine, he shall so declare to the
meeting that any such business not properly brought before the meeting
shall not be considered or transacted.

	Article 2.6.	Quorum.  The holders of a majority of the stock
issued and outstanding and entitled to vote, present in person or
represented by proxy, shall be requisite and shall constitute a quorum
at all meetings of the Stockholders for the transaction of business
except as otherwise provided by statute, by the Articles of
Incorporation or by these Bylaws.  If a quorum shall not be present or
represented, the Stockholders entitled to vote thereat, present in
person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at
the meeting, to a date not more than 120 days after the original record
date, until a quorum shall be present or represented.  At such
adjourned meeting, at which a quorum shall be present or represented,
any business which might have been transacted at the original meeting
may be transacted.

	Article 2.7.	Vote of the Meeting.  When a quorum is present
or represented at any meeting, a majority of the votes cast thereat
shall decide any question brought before such meeting, unless the
question is one upon which, by express provisions of applicable
statutes, of the Articles of Incorporation or of these Bylaws, a
different vote is required, in which case such express provisions shall
govern and control the decision of such question.

	Article 2.8.	Voting Rights of Stockholders.  Each
Stockholder of record having the right to vote shall be entitled at
every meeting of the Stockholders of the Company to one vote for each
share of stock having voting power standing in the name of such
stockholder on the books of the Company on the record date fixed in
accordance with Article 6.5 of these Bylaws, with pro rata voting
rights for any fractional shares, and such votes may be cast either in
person or by written proxy.

	Article 2.9.	Organization.  At every meeting of the
Stockholders, the Chairman of the Board, or in his absence or inability
to act, the Vice Chairman of the Board or in his absence or inability
to act, a chairman chosen by the Stockholders, shall act as chairman of
the meeting.  The Secretary, or in his absence or inability to act, a
person appointed by the chairman of the meeting, shall act as secretary
of the meeting and keep the minutes of the meeting.

	Article 2.10.	Proxies.  Each Stockholder entitled to vote at
any meeting of Stockholders may authorize another person to act as
proxy for the Stockholder by (a) signing a writing authorizing another
person to act as proxy, or (b) any other means permitted by law.
Signing may be accomplished by the Stockholder or the Stockholder's
authorized agent signing the writing or causing the stockholder's
signature to be affixed to the writing by any reasonable means,
including facsimile signature.  No proxy shall be valid after the
expiration of eleven months from its date unless it provides otherwise.
Every proxy shall be revocable at the pleasure of the person
authorizing it or of his personal representatives or assigns.  Proxies
shall be delivered prior to the meeting to the Secretary of the Company
or to the person acting as Secretary of the meeting before being voted.
A proxy with respect to stock held in the name of two or more persons
shall be valid if authorized by one of them unless, at or prior to
exercise of such proxy, the Company receives a specific written notice
to the contrary from any one of them.  A proxy purporting to be
authorized by or on behalf of a Stockholder shall be deemed valid
unless challenged at or prior to its exercise.

	Article 2.11.	Stock Ledger and List of Stockholders.  It
shall be the duty of the Secretary or Assistant Secretary of the
Company to cause an original or duplicate stock ledger to be maintained
at the office of the Company's Transfer Agent.

	Article 2.12.	Action without Meeting.  Any action to be taken
by Stockholders of Common Stock, or of Common Stock and Preferred Stock
(and any other class of stock) voting together as a single class, may
be taken without a meeting if (i) all Stockholders entitled to vote on
the matter consent to the action in writing, and (ii) such consents are
filed with the records of the meetings of Stockholders.  Except as
provided above, the Stockholders of Preferred Stock and of any other
class of stock (other than Common Stock entitled to vote generally in
the election of directors) may take action or consent to any action by
the written consent of the Stockholders of the Preferred Stock and/or
such other class of stock entitled to cast not less than the minimum
number of votes that would be necessary to authorize or take the action
at a Stockholders' meeting if the Corporation gives notice of the
action to each Stockholder of the Corporation not later than 10 days
after the effective time of the action.  A consent shall be treated for
all purposes as a vote at a meeting.

BYLAW-THREE:	BOARD OF DIRECTORS.

	Article 3.1.	General Powers.  Except as otherwise provided
in the Articles of Incorporation, the business and affairs of the
Corporation shall be managed under the direction of the Board of
Directors.  All powers of the Company may be exercised by or under
authority of the Board of Directors except as conferred on or reserved
to the Stockholders by law, by the Articles of Incorporation or by
these Bylaws.

	Article 3.2.	Board of Three to Twelve Directors.  The Board
of Directors shall consist of not less than three (3) nor more than
twelve (12) Directors; provided that if there are less than three
Stockholders, the number of Directors may be the same number as the
number of Stockholders but not less than one.  Directors need not be
Stockholders.  The Directors shall have power from time to time, to
increase or decrease the number of Directors by vote of a majority of
the entire Board of Directors.  If the number of Directors is
increased, the additional Directors may be elected by a majority of the
Directors in office at the time of the increase.  If such additional
Directors are not so elected by the Directors in office at the time
they increase the number of places on the Board, or if the additional
Directors are elected by the existing Directors prior to the first
meeting of the Stockholders of the Company, then in either of such
events the additional Directors shall be elected or re-elected by the
Stockholders at their next annual meeting or at an earlier special
meeting called for that purpose.

	Beginning with the first annual meeting of Stockholders held
after the initial public offering of the shares of the Company (the
"initial annual meeting"), the Board of Directors shall be divided into
three classes:  Class I, Class II and Class III.  The terms of office
of the classes of Directors elected at the initial annual meeting shall
expire at the times of the annual meetings of the Stockholders as
follows:  Class I on the next annual meeting, Class II on the second
next annual meeting and Class III on the third next annual meeting, or
thereafter in each case when their respective successors are elected
and qualified.  At each subsequent annual election, the Directors
chosen to succeed those whose terms are expiring shall be identified as
being of the same class as the Directors whom they  succeed, and shall
be elected for a term expiring at the time of the third succeeding
annual meeting of Stockholders, or thereafter in each case when their
respective successors are elected and qualified.  The number of
directorships shall be apportioned among the classes so as to maintain
the classes as nearly equal in number as possible.  If the Corporation
issues Preferred Stock entitling the holders to elect additional
Directors in special circumstances and those special circumstances
arise, then the number of Directors that the holders of the Common
Stock are entitled to elect shall be reduced to a number such that,
when the requisite number of Directors has been elected by Preferred
Stockholders, the total number of Directors shall not exceed 12 in
number.

	Article 3.3.	Director Nominations.

	(a)	Only persons who are nominated in accordance with the
procedures set forth in this Article 3.3 shall be eligible for election
or re-election as Directors.  Nominations of persons for election or
re-election to the Board of Directors of the Company may be made at a
meeting of Stockholders by or at the direction of the Board of
Directors or by any Stockholder of the Company who is entitled to vote
for the election of such nominee at the meeting and who complies with
the notice procedures set forth in this Article 3.3.

	(b)	Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely
notice delivered in writing to the Secretary of the Company.  To be
timely, any such notice by a Stockholder must be delivered to or mailed
and received at the principal executive offices of the Company not
later than 60 days prior to the meeting; provided, however, that if
less than 70 days' notice or prior public disclosure of the date of the
meeting is given or made to Stockholders, any such notice by a
Stockholder to be timely must be so received not later than the close
of business on the 10th day following the day on which notice of the
date of the meeting was given or such public disclosure was made.

	(c)	Any such notice by a Stockholder shall set forth (i) as to
each person whom the Stockholder proposes to nominate for election or
re-election as a Director, (A) the name, age, business address and
residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares, if any,
of the capital stock of the Company which are beneficially owned by
such person, and (D) any other information relating to such person that
is required to be disclosed in solicitations of proxies for the
election of Directors pursuant to Section 20(a) of the Investment
Company Act of 1940, as amended, and the rules and regulations
thereunder, or Regulation 14A under the Securities Exchange Act of 1934
or any successor regulation thereto (including without limitation such
person's written consent to being named in the proxy statement as a
nominee and to serving as a Director if elected and whether any person
intends to seek reimbursement from the Company of the expenses of any
solicitation of proxies should such person be elected a Director of the
Company); and (ii) as to the Stockholder giving the notice, (A) the
name and address, as they appear on the Company's books, of such
Stockholder and (B) the class and number of shares of the capital stock
of the Company which are beneficially owned by such Stockholder.  At
the request of the Board of Directors, any person nominated by the
Board of Directors for election as a Director shall furnish to the
Secretary of the Company the information required to be set forth in a
Stockholder's notice of nomination which pertains to the nominee.

	(d)	If a notice by a Stockholder is required to be given
pursuant to this Article 3.3, no person shall be entitled to receive
reimbursement from the Company of the expenses of a solicitation of
proxies for the election as a Director of a person named in such notice
unless such notice states that such reimbursement will be sought from
the Company and then only if the payment of such reimbursement has been
approved by the Board of Directors.  The Chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by
the Bylaws, and, if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded for all
purposes.

	Article 3.4.	Vacancies.  Subject to the provisions of the
Investment Company Act of 1940, as amended, if the office of any
Director or Directors becomes vacant for any reason (other than an
increase in the number of Directors), the Directors in office, although
less than a quorum, shall continue to act and may choose a successor or
successors, who shall hold office for the remainder of the full term of
the class of directors in which the vacancy occurred and until a
successor is elected and qualifies, or any vacancy may be filled by the
Stockholders at any meeting thereof.

	Article 3.5.	Removal.  At any meeting of Stockholders duly
called and at which a quorum is present, the Stockholders may, by the
affirmative vote of the holders of at least 80% of the votes entitled
to be cast for election of the Director's successor, remove any
Director or Directors from office, with or without cause, and may by a
plurality vote elect a successor or successors to fill any resulting
vacancies for the unexpired term of the removed Director.

	Article 3.6.	Resignation.  A Director may resign at any time
by giving written notice of his resignation to the Board of Directors
or the Chairman or the Vice Chairman, if any, of the Board or the
Secretary of the Company.  Any resignation shall take effect at the
time specified in it or, should the time when it is to become effective
not be specified in it, immediately upon its receipt.  Acceptance of a
resignation shall not be necessary to make it effective unless the
resignation states otherwise.

	Article 3.7.	Place of Meetings.  The Directors may hold
their meetings at the principal office of the Company or at such other
places, either within or outside the State of Maryland, as they may
from time to time determine.

	Article 3.8.	Regular Meetings.  Regular meetings of the
Board may be held at such date and time as shall from time to time be
determined by resolution of the Board.

	Article 3.9.	Special Meetings.  Special meetings of the
Board may be called by order of the Chairman or Vice Chairman of the
Board on one day's notice given to each Director either in person or by
mail, telephone, telegram, cable or wireless to each Director at his
residence or regular place of business.  Special meetings will be
called by the Chairman or Vice Chairman of the Board or Secretary in a
like manner on the written request of a majority of the Directors.

	Article 3.10.	Quorum.  At all meetings of the Board, the
presence of one-third of the entire Board of Directors shall be
necessary to constitute a quorum and sufficient for the transaction of
business; provided, however, that if there are only 2 or 3 Directors,
not less than 2 may constitute a quorum and provided, further, that if
there is only 1 Director, the presence of such Director will constitute
a quorum.  The act of a majority of the Directors present at a meeting
at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute, by the
Articles of Incorporation or by these Bylaws.  If a quorum shall not be
present at any meeting of Directors, the Directors present thereat may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

	Article 3.11.	Organization.  The Board of Directors shall
designate one of its members to serve as Chairman of the Board.  The
Chairman of the Board shall preside at each meeting of the Board.  In
the absence or inability of the Chairman of the Board to act, another
Director chosen by a majority of the Directors present, shall act as
chairman of the meeting and preside at the meeting.  The Secretary (or,
in his absence or inability to act, any person appointed by the
Chairman) shall act as secretary of the meeting and keep the minutes of
the meeting.

	Article 3.12.	Informal Action by Directors and Committees.
Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may, except as otherwise
required by statute, be taken without a meeting  if a written consent
to such action is signed by all members of the Board, or of such
committee, as the case may be, and filed with the minutes of the
proceedings of the Board or committee.  Subject to the Investment
Company Act of 1940, as amended, members of the Board of Directors or a
committee thereof may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time.

	Article 3.13.	Executive Committee.  There may be an Executive
Committee of two or more Directors appointed by the Board who may meet
at stated times or on notice to all by any of their own number.  The
Executive Committee shall consult with and advise the Officers of the
Company in the management of its business and exercise such powers of
the Board of Directors as may be lawfully delegated by the Board of
Directors.  Vacancies shall be filled by the Board of Directors at any
regular or special meeting.  The Executive Committee shall keep regular
minutes of its proceedings and report the same to the Board when
required.

	Article 3.14.	Audit Committee.  There shall be an Audit
Committee of two or more Directors who are not "interested persons" of
the Company (as defined in the Investment Company Act of 1940, as
amended) appointed by the Board who may meet at stated times or on
notice to all by any of their own number.  The Committee's duties shall
include reviewing both the audit and other work of the Company's
independent accountants, recommending to the Board of Directors the
independent accountants to be retained, and reviewing generally the
maintenance and safekeeping of the Company's records and documents.

	Article 3.15.	Other Committees.  The Board of Directors may
appoint other committees which shall in each case consist of such
number of members (which may be one) and shall have and may exercise,
to the extent permitted by law, such powers as the Board may determine
in the resolution appointing them.  A majority of all members of any
such committee may determine its action, and fix the time and place of
its meetings, unless the Board of Directors shall otherwise provide.
The Board of Directors shall have power at any time to change the
members and, to the extent permitted by law, to change the powers of
any such committee, to fill vacancies and to discharge any such
committee.

	Article 3.16.	Compensation of Directors.  The Board may, by
resolution, determine what compensation and reimbursement of expenses
of attendance at meetings, if any, shall be paid to Directors in
connection with their service on the Board or on various committees of
the Board.  Nothing herein contained shall be construed to preclude any
Director from serving the Company in any other capacity or from
receiving compensation therefor.

BYLAW-FOUR:	OFFICERS.

	Article 4.1.	Officers.  The Officers of the Company shall be
fixed by the Board of Directors and shall include a President,
Secretary and Treasurer.  Any two offices may be held by the same
person except the offices of President and Vice President.  A person
who holds more than one office in the Company may not act in more than
one capacity to execute, acknowledge or verify an instrument required
by law to be executed, acknowledged or verified by more than one
officer.

	Article 4.2.	Appointment of Officers.  The Directors shall
appoint the Officers, who need not be members of the Board.

	Article 4.3.	Additional Officers.  The Board may appoint
such other Officers and agents as it shall deem necessary who shall
exercise such powers and perform such duties as shall be determined
from time to time by the Board.

	Article 4.4.	Salaries of Officers.  The salaries of all
Officers of the Company shall be fixed by the Board of Directors.

	Article 4.5.	Term, Removal, Vacancies.  The Officers of the
Company shall serve at the pleasure of the Board of Directors and hold
office for one year and until their successors are chosen and qualify
in their stead.  Any Officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a
majority of the entire Board of Directors.  If the office of any
Officer becomes vacant for any reason, the vacancy shall be filled by
the Board of Directors.

	Article 4.6.	Chief Executive Officer; President.  The Chief
Executive Officer shall be the highest ranking officer of the Company
and shall, subject to the supervision of the Board of Directors, have
general oversight responsibility for the management of the business of
the Company.  The Chief Executive Officer shall see that all orders and
resolutions of the Board are carried into effect.  If the Board has not
selected a Chief Executive Officer, the President shall be the Chief
Executive Officer of the Company and shall perform the duties and
exercise the powers of the Chief Executive Officer and shall perform
such other duties as the Board of Directors shall prescribe.  The
Company may select a President in addition to the Chief Executive
Officer, to have such duties as the Board of Directors shall prescribe.

	Article 4.7.	Vice President.  Any Vice President shall, in
the absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other
duties as the Board of Directors shall prescribe.

	Article 4.8.	Treasurer or Chief Financial Officer.  The
Treasurer or Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Company and shall deposit all moneys and other valuable effects in the
name and to the credit of the Company in such depositories as may be
designated by the Board of Directors.  He shall disburse the funds of
the Company as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the Chairman of the Board and
Directors at the regular meetings of the Board, or whenever they may
require it, an account of the financial condition of the Company.

	Any Assistant Treasurer may perform such duties of the Treasurer
or Chief Financial Officer as the Treasurer or Chief Financial Officer
or the Board of Directors may assign, and, in the absence of the
Treasurer or Chief Financial Officer, may perform all the duties of the
Treasurer or Chief Financial Officer.

	Article 4.9.	Secretary.  The Secretary shall attend meetings
of the Board and meetings of the Stockholders and record all votes and
the minutes of all proceedings in a book to be kept for those purposes,
and shall perform like duties for the Executive Committee, or other
committees, of the Board when required.  He shall give or cause to be
given notice of all meetings of Stockholders and special meetings of
the Board of Directors and shall perform such other duties as may be
prescribed by the Board of Directors.  He shall keep in safe custody
the seal of the Company and affix it to any instrument when authorized
by the Board of Directors.

	Any Assistant Secretary may perform such duties of the Secretary
as the Secretary or the Board of Directors may assign, and, in the
absence of the Secretary, may perform all the duties of the Secretary.

	Article 4.10.	Subordinate Officers.  The Board of Directors
from time to time may appoint such other officers or agents as it may
deem advisable, each of whom shall serve at the pleasure of the Board
of Directors and have such title, hold office for such period, have
such authority and perform such duties as the Board of Directors may
determine.  The Board of Directors from time to time may delegate to
one or more officers or agents the power to appoint any such
subordinate officers or agents and to prescribe their respective
rights, terms of office, authorities and duties.

	Article 4.11.	Surety Bonds.  The Board of Directors may
require any officer or agent of the Company to execute a bond
(including, without limitation, any bond required by the Investment
Company Act of 1940, as amended, and the rules and regulations of the
Securities and Exchange Commission) to the Company in such sum and with
such surety or sureties as the Board of Directors may determine,
conditioned upon the faithful performance of his duties to the Company,
including responsibility for negligence and for the accounting of any
of the Company's property, funds or securities that may come into his
hands.

BYLAW-FIVE:	GENERAL PROVISIONS.

	Article 5.1.	Waiver of Notice.  Whenever the Stockholders or
the Board of Directors are authorized by statute, the provisions of the
Articles of Incorporation or these Bylaws to take any action at any
meeting after notice, such notice may be waived, in writing, before or
after the holding of the meeting, by the person or persons entitled to
such notice, or, in the case of a Stockholder, by his duly authorized
attorney-in-fact.

       Article 5.2.	Indemnity.

	(a)	The Company shall indemnify its Directors to the fullest
extent that indemnification of Directors is permitted by the Maryland
General Corporation Law.  The Company shall indemnify its Officers to
the same extent as its Directors and to such further extent as is
consistent with law.  The Company shall indemnify its Directors and
Officers who, while serving as Directors or Officers, also serve at the
request of the Company as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan to the
fullest extent consistent with law.  The indemnification and other
rights provided by this Article shall continue as to a person who has
ceased to be a Director or Officer and shall inure to the benefit of
the heirs, executors and administrators of such a person.  This Article
shall not protect any such person against any liability to the Company
or any Stockholder thereof to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his
office ("disabling conduct").

	(b)	Any current or former Director or Officer of the Company
seeking indemnification within the scope of this Article shall be
entitled to advances from the Company for payment of the reasonable
expenses incurred by him in connection with the matter as to which he
is seeking indemnification in the manner and to the fullest extent
permissible under the Maryland General Corporation Law without a
preliminary determination of entitlement to indemnification (except as
provided below).  The person seeking indemnification shall provide to
the Company a written affirmation of his good faith belief that the
standard of conduct necessary for indemnification by the Company has
been met and a written undertaking to repay any such advance if it
should ultimately be determined that the standard of conduct has not
been met.  In addition, at least one of the following additional
conditions shall be met:  (i) the person seeking indemnification shall
provide a security in form and amount acceptable to the Company for his
undertaking; (ii) the Company is insured against losses arising by
reason of the advance; or (iii) a majority of a quorum of Directors of
the Company who are neither "interested persons" as defined in Section
2(a) (19) of the Investment Company Act of 1940, as amended, nor
parties to the proceeding ("disinterested non-party directors"), or
independent legal counsel, in a written opinion, shall have determined,
based on a review of facts readily available to the Company at the time
the advance is proposed to be made, that there is reason to believe
that the person seeking indemnification will ultimately be found to be
entitled to indemnification.

	(c)	At the request of any  person claiming indemnification
under this Article, the Board of Directors shall determine, or cause to
be determined, in a manner consistent with the Maryland General
Corporation Law, whether the standards required by this Article have
been met.  Indemnification shall be made only following: (i) a final
decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified was not liable
by reason of disabling conduct or (ii) in the absence of such a
decision, a reasonable determination, based upon a review of the facts,
that the person to be indemnified was not liable by reason of disabling
conduct by (A) the vote of a majority of a quorum of disinterested non-
party directors or (B) an independent legal counsel in a written
opinion.

	(d)	Employees and agents who are not Officers or Directors of
the Company may be indemnified, and reasonable expenses may be advanced
to such employees or agents, as may be provided by action of the Board
of Directors or by contract, subject to any limitations imposed by the
Investment Company Act of 1940, as amended.

	(e)	The Board of Directors may make further provision
consistent with law for indemnification and advance of expenses to
Directors, Officers, employees and agents by resolution, agreement or
otherwise.  The indemnification provided by this Article shall not be
deemed exclusive of any other right, with respect to indemnification or
otherwise, to which those seeking indemnification may be entitled under
any insurance or other agreement or resolution of stockholders or
disinterested directors or otherwise.

	(f)	References in this Article are to the Maryland General
Corporation Law and to the Investment Company Act of 1940, as amended.
No amendment of these Bylaws shall affect any right of any person under
this Article based on any event, omission or proceeding prior to the
amendment.

	Article 5.3.	Insurance.  The Company may purchase and
maintain insurance on behalf of any person who is or was a Director,
Officer, employee or agent of the Company or who, while a Director,
Officer, employee or agent of the Company, is or was serving at the
request of the Company as a Director, Officer, partner, trustee,
employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise or employee benefit
plan, against any liability asserted against and incurred by such
person in any such capacity or arising out of such person's position;
provided that no insurance may be purchased by the Company on behalf of
any person against any liability to the Company or to its Stockholders
to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

	Article 5.4.	Checks.  All checks or demands for money and
notes of the Company shall be signed by such officer or officers or
such other person or persons as the Board of Directors may from time to
time designate.

	Article 5.5	Fiscal Year.  The fiscal year of the Company shall be
determined by resolution of the Board of Directors.

BYLAW-SIX:		CERTIFICATES OF STOCK.

	Article 6.1.	Certificates of Stock.  The interest, except
fractional interests, of each Stockholder of the Company shall be
evidenced by certificates for shares of stock in such form as the Board
of Directors may from time to time prescribe.  The certificates shall
be numbered and entered in the books of the Company as they are issued.
They shall exhibit the holder's name and the number of whole shares and
no certificate shall be valid unless it has been signed by the Chairman
of the Board, , if any, or the President or a Vice President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary and bears the corporate seal.  Such seal may be a facsimile,
engraved or printed.  Where any such certificate is signed by a
Transfer Agent or by a Registrar, the signatures of any such officer
may be facsimile, engraved or printed.  In case any of the Officers of
the Company whose manual or facsimile signature appears on any stock
certificate delivered to a Transfer Agent of the Company shall cease to
be such Officer prior to the issuance of such certificate, the Transfer
Agent may nevertheless countersign and deliver such certificate as
though the person signing the same or whose facsimile signature appears
thereon had not ceased to be such Officer, unless written instructions
of the Company to the contrary are delivered to the Transfer Agent.

	Article 6.2.	Lost, Stolen or Destroyed Certificates.  The
Board of Directors, or the President together with the Treasurer or
Chief Financial Officer or Secretary, may direct a new certificate to
be issued in place of any certificate theretofore issued by the
Company, alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed, or by his legal
representative.  When authorizing such issue of a new certificate, the
Board of Directors, or the President and Treasurer or Chief Financial
Officer or Secretary, may, in its or their discretion and as a
condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or his legal representative, to
advertise the same in such manner as it or they shall require and/or
give the Company a bond in such sum and with such surety or sureties as
it or they may direct as indemnity against any claim that may be made
against the Company with respect to the certificate alleged to have
been lost, stolen or destroyed for such newly issued certificate.

	Article 6.3.	Transfer of Stock.  Shares of the Company shall
be transferable on the books of the Company by the holder thereof in
person or by his duly authorized attorney or legal representative upon
surrender and cancellation of a certificate or certificates for the
same number of shares of the same class, duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer,
with such proof of the authenticity of the transferor's signature as
the Company or its agents may reasonably require.  The shares of stock
of the Company may be freely transferred, and the Board of Directors
may, from time to time, adopt rules and regulations with reference to
the method of transfer of the shares of stock of the Company.

	Article 6.4.	Registered Holder.  The Company shall be
entitled to treat the holder of record of any share or shares of stock
as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or
shares on the part of any other person whether or not it shall have
express or other notice thereof, except as expressly provided by
statute.

	Article 6.5.	Record Date.  The Board of Directors may fix a
time not less than 10 nor more than 90 days prior to the date of any
meeting of Stockholders as the time as of which Stockholders are
entitled to notice of, and to vote at, such a meeting; and all such
persons who were holders of record of voting stock at such time, and no
other, shall be entitled to notice of, and to vote at, such meeting or
to express their consent or dissent, as the case may be.  If no record
date has been fixed, the record date for the determination of the
Stockholders entitled to notice of, or to vote at, a meeting of
Stockholders shall be the later of the close of business on the day on
which notice of the meeting is mailed or the thirtieth day before the
meeting, or, if notice is waived by all Stockholders, at the close of
business on the tenth day immediately preceding the day on which the
meeting is held.

       The Board of Directors may also fix a time not exceeding 90 days
preceding the date fixed for the payment of any dividend or the making
of any distribution, or for the delivery of evidences of rights, or
evidences of interests arising out of any change, conversion or
exchange of capital stock, as a record time for the determination of
the Stockholders entitled to receive any such dividend, distribution,
rights or interests.

	Article 6.6.	Stock Ledgers.  The stock ledgers of the
Company, containing the names and addresses of the Stockholders and the
number of shares held by them respectively, shall be kept at the
principal offices of the Company or at such other location as may be
authorized by the Board of Directors from time to time, except that an
original or duplicate stock ledger shall be maintained at the office of
the Company's Transfer Agent.

	Article 6.7.	Transfer Agents and Registrars.  The Board of
Directors may from time to time appoint or remove Transfer Agents
and/or Registrars of transfers (if any) of shares of stock of the
Company, and it may appoint the same person as both Transfer Agent and
Registrar.  Upon any such appointment being made, all certificates
representing shares of capital stock thereafter issued shall be
countersigned by one of such Transfer Agents or by one of such
Registrars of transfers (if any) or by both and shall not be valid
unless so countersigned.  If the same person shall be both Transfer
Agent and Registrar, only one countersignature by such person shall be
required.

BYLAW-SEVEN:	SPECIAL PROVISIONS.

	Article 7.1.	Actions Relating to Discount in Price of the
Company's Shares.  In the event that at any time after the third year
following the initial public offering of shares of the Company's Common
Stock such shares publicly trade for a substantial period of time at a
significant discount from the Company's then current net asset value
per share, the Board of Directors shall consider, at its next regularly
scheduled meeting, taking various actions designed to eliminate the
discount.  The actions considered by the Board of Directors may include
periodic repurchases by the Company of its shares of Common Stock or an
amendment to the Company's Articles of Incorporation to make the
Company's Common Stock a "redeemable security" (as such term is defined
in the Investment Company Act of 1940, as amended), subject in all
events to compliance with all applicable provisions of the Company's
Articles of Incorporation, these Bylaws, the Maryland General
Corporation Law and the Investment Company Act of 1940, as amended.

BYLAW-EIGHT:	AMENDMENTS.

	Article 8.1.	General.  Except as provided in the next
succeeding sentence and except as otherwise required by the Investment
Company Act of 1940, as amended, all Bylaws of the Company shall be
subject to amendment, alteration or repeal, and new Bylaws may be made,
exclusively by the affirmative vote of at least a majority of the
entire Board of Directors, at any regular or special meeting, the
notice or waiver of notice of which shall have specified or summarized
the proposed amendment, alteration, repeal or new Bylaw.   The
provisions of Articles 2.5, 3.2, 3.3, 3.5, 7.1 and 8.1 of these Bylaws
shall be subject to amendment, alteration or repeal   exclusively by
the affirmative vote of at least a majority of the entire Board of
Directors, including at least 80% of the Continuing Directors (as such
term is defined in Article VI of the Company's Articles of
Incorporation), at any regular or special meeting, the notice or waiver
of notice of which shall have specified or summarized the proposed
amendment, alteration or repeal.

Dated:		April 21, 2005



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<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>6
<FILENAME>ex77c.txt
<TEXT>
EXHIBIT 77C
FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
(the "Fund")

	On April 21, 2005, the Fund held its Annual Meeting of
Shareholders to: (i) elect two Directors of the Fund ("Proposal 1"),
(ii) approve an amendment to the Fund's Articles Supplementary Creating
and Fixing the Rights of Money Market Cumulative Preferred(tm) Stock
("Articles Supplementary") relating to the term of office of certain
Directors ("Proposal 2"), and (iii) approve an amendment to the
Articles Supplementary adding a Force Majeure Provision to regulate the
auction process following an extraordinary event ("Proposal 3").  All
proposals were approved by the shareholders and the results of the
voting are as follows:

Proposal 1: Election of Directors.

	Name	For	Withheld

	Common Stock
		Morgan Gust	9,371,755	115,055

	Money Market Cumulative Preferred(tm) Stock
		Karen H. Hogan	360	-

Donald F. Crumrine, David Gale, and Robert F. Wulf continue to serve in
their capacities as Directors of the Fund.


Proposal 2: Amendment to the Articles Supplementary relating to the
term of office of certain 			   Directors.

	Name	For	Against	Withheld

	Common Stock	9,153,085	173,092	160,633

	Money Market Cumulative Preferred(tm) Stock	360	-	-

Proposal 3: Amendment to the Articles Supplementary adding a Force
Majeure Provision to
	regulate the auction process following an extraordinary event.

	Name	For	Against	Withheld

	Common Stock	9,152,348	174,617	159,845

	Money Market Cumulative Preferred(tm) Stock	360	-	-
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