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                                                          January 8, 2025

Erik L. Johnson
President and Chief Executive Officer
Transcontinental Realty Investors, Inc.
1603 LBJ Freeway, Suite 800
Dallas, Texas 75234

        Re: Transcontinental Realty Investors, Inc.
            Income Opportunity Realty Investors, Inc.
            Schedule TO-T filed December 16, 2024, by Transcontinental Realty
Investors,
            Inc.
            File No. 005-45693
            Schedule 13E-3 filed December 30, 2024, by Transcontinental Realty
Investors,
            Inc.
            File No. 005-40410
Dear Erik L. Johnson:

       We have reviewed your filings and have the following comments. In some
of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

General

1.     Note that Item 1002(b) of Regulation M-A requires a statement of shares
       outstanding as of the most recent practicable date. Please revise Item 2
of the
       Schedule TO and Item 2 of the Schedule 13E-3 to provide updated
information or
       explain why November 7, 2024, is the most recent practicable date.
2.     Please revise Item 8 of the Schedule TO and Item 11 of the Schedule
13E-3 to provide
       the information required by Item 1008(b) of Regulation M-A, or state
that there have
       been no such transactions in the past 60 days. See General Instruction E
of Schedule
       TO and General Instruction E of Schedule 13E-3.
3.     Please explain why Exhibit 107 to each of the Schedule TO and the
Schedule 13E-3
 January 8, 2025
Page 2

       indicates that the transaction value is "not applicable." Refer to Item
12(c) of Schedule
       TO, Item 16(b) of Schedule 13E-3, and Rule 0-11(b).
4.     We note that the scheduled expiration date, January 15, 2025, will
likely fall less than
       five business days after amendments responsive to the comments contained
in this
       letter are filed. In your response, please confirm that you will extend
the Offer to
       allow sufficient time for holders to review any supplemental information
and that any
       announcement of an extension will comply with the requirements of Rule
14e-1(d).
Schedule TO-T filed December 16, 2024, by Transcontinental Realty Investors,
Inc.
Summary Term Sheet, page 4

5.     We note the disclosure on page 6, and elsewhere in the offering
materials, indicating
       that TCI may offer a subsequent offering period. Because the Offer is
for less than all
       outstanding Shares, there cannot be a subsequent offering period. See
Rule 14d-11(b).
       Please revise accordingly.
6.     In the second sentence of the second paragraph on page 5, beginning "for
any period .
       . ." there appears to be missing or extraneous text. Please revise.
Frequently Asked Questions, page 10

7.     Please fill in the placeholder ("$XX.00 per share") in the first
sentence of this section.
8.     Under the second question on page 12, please explain why the Offer may
only be
       extended for "periods of not more than ten business days each."
Terms of the Offer, page 15

9.     We note that the second paragraph of this section states that the Offer
may be
       extended for "periods of not more than fifteen business days" (emphasis
added) while
       elsewhere (e.g., the second question on page 12) such period is stated
as ten business
       days. Please revise to ensure the terms of the Offer are consistent
throughout.
10.    Please explain why TCI is required to extend the offer, if requested by
IOR as stated
       on page 15, as this appears to be inconsistent with the statement on
page 11 that there
       are no agreements governing the Offer.
11.    Please disclose the periods for accepting securities on a pro rata basis
in the event that
       the Offer is oversubscribed. See Item 1004(a)(1)(ix) of Regulation M-A.
Certain Information Concerning IOR, page 26

12.    The SEC no longer maintains a public reference room where filings can be
inspected
       and copied by the public. Please revise the disclosure in the second
paragraph of this
       section and related disclosure in the first paragraph on page 27
accordingly.
Purpose of the Offer; Plans for IOR, page 28

13.    We note your statement that "[t]he Offer is not intended to be a first
step in the
       acquisition of all Shares of IOR," which appears to be inconsistent with
statements
       elsewhere in the Offer to Purchase that TCI "desires to move to a larger
percentage
       ownership so that at some point in the future TCI may avail itself of
the Nevada
       parent subsidiary merger statute." Please revise to correct this
inconsistency or clarify
 January 8, 2025
Page 3

       how these two statements are consistent.
14.    Please revise the second paragraph on page 29 to reflect that the Offer
is a Rule 13e-3
       transaction.
Extension of the Offer; Termination; Amendment, page 29

15.    We note the disclosure in the penultimate paragraph on page 29 that a
public
       announcement of an extension of the Offer will be made "as soon as
possible." Please
       clarify that the timing of such public announcement is also subject to
the specific
       requirements of Rule 14e-1(d).
16.    Please note that the Tier II exemption is applicable only to Foreign
Private Issuers
       pursuant to Rule 14d-1(d)(1)(i) and revise the last paragraph on page 29
accordingly.
       Note further that Rule 14e-1(c) still requires prompt payment for or
return of tendered
       shares following the termination or withdrawal of a tender offer.
Fees and Expenses, page 33

17.    The table of estimated expenses states filing and related fees are
expected to be
       $1,500, which appears inconsistent with the filing fee table in Exhibit
107 that
       indicates no filing fee is due. Please revise this table after the
filing fee is calculated or
       explain what fees such amount refers to.
Schedule 13E-3 filed December 30, 2024, by Transcontinental Realty Investors,
Inc.
Item 8. Fairness of the Transaction, page 4

18.    We note the statement that the filer's position "is that the Offer is
not a 'going private'
       transaction." Please revise to remove such statement or provide your
detailed legal
       analysis of why you believe the Offer is not a Rule 13e-3 transaction,
particularly
       given the disclosure in the Offer to Purchase (e.g., on page 25) that
consummation of
       the Offer could lead to the delisting of the Shares. Refer to Rule
13e-3(a)(3) and
       subsection (ii)(B) thereof.
19.    The factors listed in Instruction 2 to Item 1014, paragraphs (c), (d)
and (e) of Item
       1014, and Item 1015 of Regulation M-A are generally relevant to a filing
person   s
       fairness determination and should be discussed in reasonable detail. See
Question
       Nos. 20 and 21 of the Exchange Act Release No. 34-17719 (April 13,
1981). Please
       revise this section to include the factors described in Item 1014(e) and
Instruction 2 to
       Item 1014 or explain why such factors were not deemed material or
relevant to the
       fairness determination. Please also explain why TCI believes that the
Rule 13e-3
       transaction is fair in the absence of the procedural safeguards in Item
1014(c),
       1014(d), and, if applicable, Item 1014(e).
Item 9. Reports, Opinions, Appraisals and Negotiations, page 4

20.    We note your disclosure that "neither IOR nor any affiliate of IOR has
received,
       requested or commissioned any report, opinion or appraisal . . . ."
Please clarify, if
       correct, that TCI itself has not received, requested, or commissioned
any report,
       opinion, or appraisal related to the Offer. See Item 1015(a) of
Regulation M-A.
 January 8, 2025
Page 4
Item 11. Interest in Securities of the Subject Company, page 5

21.    The referenced section of the Offer to Purchase does not appear to
contain the
       information called for by Item 1008(a) of Regulation M-A. Please revise
to state the
       aggregate number and percentage of shares that are beneficially owned by
each of
       TCI and its affiliates and provide RAI's address.
Item 13. Financial Statements, page 5

22.    The financial statements required by Item 1010(a) through (b) of
Regulation M-A do
       not appear to be included or incorporated by reference in the referenced
sections of
       the Offer to Purchase. Please revise to include such financial
statements or a summary
       thereof with such financial statements incorporated by reference.
Item 15. Additional Information, page 5

23.    Refer to Item 15 of Schedule 13E-3. Please provide the information
required by Item
       1011(b) of Regulation M-A.

        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

       Please direct any questions to Laura McKenzie at 202-551-4568.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Mergers &
Acquisitions
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