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<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>pfo.txt
<TEXT>
Report of Independent Registered Public Accounting Firm


To the Shareholders and
Board of Directors of
Flaherty & Crumrine Preferred Income Opportunity Fund
Incorporated

In planning and performing our audit of the financial statements
of Flaherty & Crumrine Preferred Income Opportunity Fund
Incorporated as of and for the year ended November 30, 2005, in
accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered its internal
control over financial reporting, including control activities
for safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of
Form N-SAR, but not for the purpose of expressing an opinion on
the effectiveness of Flaherty & Crumrine Preferred Income
Opportunity Fund Incorporated s internal control over financial
reporting. Accordingly, we express no such opinion.

The management of Flaherty & Crumrine Preferred Income
Opportunity Fund Incorporated is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls. A company s internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles.
Such internal control includes policies and procedures that
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of a
company s assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a
control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or
detect misstatements on a timely basis. A significant deficiency
is a control deficiency, or combination of control deficiencies,
that adversely affects the company s ability to initiate,
authorize, record, process or report financial data reliably in
accordance with U.S. generally accepted accounting principles
such that there is more than a remote likelihood that a
misstatement of the company s annual or interim financial
statements that is more than inconsequential will not be
prevented or detected. A material weakness is a significant
deficiency, or combination of significant deficiencies, that
results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will
not be prevented or detected.

Our consideration of Flaherty & Crumrine Preferred Income
Opportunity Fund Incorporated s internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be significant deficiencies or
material weaknesses under standards established by the Public
Company Accounting Oversight Board (United States). However, we
noted no deficiencies in Flaherty & Crumrine Preferred Income
Opportunity Fund Incorporated s internal control over financial
reporting and its operation, including controls for safeguarding
securities, that we consider to be a material weakness as defined
above as of November 30, 2005.

This report is intended solely for the information and use of
management and the Board of Directors of Flaherty & Crumrine
Preferred Income Opportunity Fund Incorporated and the Securities
and Exchange Commission and is not intended to be and should not
be used by anyone other than these specified parties.






Boston, Massachusetts
January 20, 2006

To the Shareholders and
Board of Directors of
Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated
Page 2








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