<DOCUMENT>
<TYPE>COVER
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>

                    [WILLKIE FARR & GALLAGHER LLP LETTERHEAD]

VIA EDGAR

March 21, 2008

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:   Preliminary Proxy Materials for
      Flaherty & Crumrine Preferred Income Fund Incorporated (File No.
      811-06179)
      FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (FILE
      NO. 811-06495)

Ladies and Gentlemen:

      On  behalf  of  each  of the  funds  listed  above  (each,  a  "Fund"  and
collectively,  the "Funds"),  and pursuant to Rule 14a-6(a) under the Securities
Exchange Act of 1934, as amended, transmitted herewith are the preliminary proxy
materials consisting of the Notice of Special Meeting of Shareholders, the Joint
Proxy  Statement and the Form of Proxy to be used in connection with the Meeting
of Shareholders of the Funds to be held on May 21, 2008 (the "Meeting").

      As set  forth in more  detail in the  accompanying  proxy  materials,  the
Meeting is being held to approve new fundamental  investment  restrictions and a
new management agreement for each of the Funds.

      It is anticipated  that  definitive  copies of the proxy materials will be
mailed to shareholders on or about April 4, 2008.

      Please  do not  hesitate  to  contact  me at  (212)  728-8555  if you have
comments  or if  you  require  additional  information  regarding  the  enclosed
materials.

                                         Very truly yours,

                                         /s/ Edward Gizzi

                                         Edward Gizzi
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