UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

              CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
                              INVESTMENT COMPANIES

                  Investment Company Act file number 811-06495
                                                    ----------------------------

       Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated
      --------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

                      301 E. Colorado Boulevard, Suite 720
                               PASADENA, CA 91101
      --------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                               Donald F. Crumrine
                            Flaherty & Crumrine Inc.
                      301 E. Colorado Boulevard, Suite 720
                               PASADENA, CA 91101
      --------------------------------------------------------------------
                     (Name and address of agent for service)

        Registrant's telephone number, including area code: 626-795-7300
                                                          ----------------------
                   Date of fiscal year end: NOVEMBER 30, 2003
                                          ---------------------------
                   Date of reporting period: NOVEMBER 30, 2003
                                           ---------------------------


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the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
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A registrant is required to disclose the information specified by Form N-CSR,
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burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.






ITEM 1. REPORTS TO STOCKHOLDERS.


FLAHERTY & CRUMRINE PREFERRED INCOME
OPPORTUNITY FUND


Dear Shareholder:

     The Flaherty & Crumrine  Preferred Income  Opportunity Fund ("PFO") wrapped
up a very  successful  fiscal  year on  November  30,  2003.  The Fund  produced
+3.0%(1)  total  return on net asset  value  ("NAV")  during the  fourth  fiscal
quarter,  and +26.9%(1) for the full year.  The market price of Fund shares also
produced  very strong  returns.  For the full fiscal year,  the  combination  of
income and share price  appreciation  totaled +24.9%. By any practical  measure,
those returns were very, very good.

     There is also good news on the dividend. Beginning in December, the regular
monthly dividend has increased to $0.0755 per share from $0.073,  an increase of
3.4%.  In addition,  the Fund made a one-time  extra  distribution  of $0.03 per
share,  payable  December 31 to holders of record on December 24, 2003.  We have
more to say about this in the Question and Answer section.

     The table below compares the return on your Fund with a broad  composite of
fixed-income,  closed-end funds.  Although the investment strategies used by the
Fund differ  significantly  from those of the typical bond fund, we believe that
the Flaherty & Crumrine  Preferred Income Opportunity Fund provides a better way
of accomplishing a similar objective.

               AVERAGE TOTAL RETURN PER YEAR ON NET ASSET VALUE(1)
                      FOR PERIODS ENDING NOVEMBER 30, 2003

                                   ONE     FIVE       TEN      LIFE OF
                                  YEAR     YEARS     YEARS     FUND(2)
                                  ----     -----     -----     -------
Flaherty & Crumrine Preferred
Income Opportunity Fund           26.9%     8.7%      9.6%       10.7%
Lipper Composite of
Investment Grade Bond Funds(3)     9.5%     6.6%      6.8%        7.4%

----------------------
(1) Based on monthly data provided by Lipper Inc.  Distributions  are assumed to
    be  reinvested at NAV in accordance  with Lipper's  practice,  which differs
    from the procedures used elsewhere in this report.
(2) Since inception on February 13, 1992.
(3) Includes  all  U.S.  Government  bond,  mortgage  bond and  term  trust  and
    investment  grade bond funds in Lipper's  closed-end  fund  database at each
    point in time.

     A number of factors contributed to the outstanding  performance of the Fund
over the past fiscal year, but three in particular stand out:

         o  A very favorable market for preferred securities;
         o  Successful execution of the Fund's hedging strategy; and
         o  Attractive  financing  rates on the Fund's  Money  Market  Preferred
            ("MMP(TRADE MARK)") shares.



     The demand for preferred  securities increased steadily over the past year.
This was especially true for preferred  securities that pay dividends subject to
new, lower tax rates. As we have discussed in the past, preferred securities can
be divided into two broad categories--"hybrid preferreds" which pay INTEREST and
"traditional preferreds" which pay DIVIDENDS. Prior to 2003, the distinction was
most critical for corporations  because they received favorable tax treatment on
dividends.  Starting in 2003,  however,  individuals will also be taxed at lower
rates on  dividends,  and,  as a  result,  have  increasingly  become  buyers of
traditional preferreds.

     For several  years the Fund has been  steadily  increasing  its holdings of
dividend-paying  preferreds  and thus has been well  positioned to capitalize on
the greater  demand.  These  portfolio  moves have been an important  key to the
Fund's superior  performance.  84.4% of the distributions made by PFO in 2003 to
Common  Shareholders  is considered  qualified  dividend  income for  individual
taxpayers. A more detailed discussion is included in the Q&A section.

     The Fund's  hedging  strategy  played a very important role in fiscal 2003.
Long-term U.S. Treasury interest rates ended the year at about the same level as
where they  began,  slightly  above 5%.  Over the  course of the year,  however,
interest rates were anything but stable.  The Fund's hedges performed  according
to design,  and actually  benefited from the  volatility.  The hedging  strategy
enabled the Fund to make a lot of money when interest rates declined  during the
spring,  while protecting much of those gains as rates spiked back up during the
summer.

     The Fund also benefited from low short-term  interest rates, which kept the
average rate the Fund paid on its shares of MMP(TRADE  MARK) below 1 1/4%.  Keep
in mind that low short-term  rates can be a double-edged  sword--while  reducing
the cost of leverage,  low rates typically make the Fund's hedging strategy more
expensive.  In the  case of PFO,  the cost of the  leverage  and the cost of the
hedge should move as if they are on opposite ends of a  teeter-totter--when  one
is going up, the other should be falling  (although not  necessarily by the same
amount).  Over the past year, however, we managed to "bend the  board"--leverage
cost was low AND active  management of the hedge  positions kept the hedge costs
down.

     During the past few months it seems as if each  passing day has brought new
revelations  of misdeeds by open-end  mutual funds.  The abuses have been almost
entirely the result of certain fund complexes  permitting two different types of
trading  strategies  in  funds  they  manage--after-hour  trades  and  rapid  or
excessive  trading.  NOT ONE OF THESE  ALLEGED  ABUSES HAS INVOLVED A CLOSED-END
FUND. Shares of closed-end funds, such as PFO, trade at prices determined in the
market place rather than at the net asset value computed at the market's  close.
As a result,  these abusive trading  techniques  simply can't work in closed-end
funds.  We address this topic in greater detail in the Q&A section,  but we want
our shareholders to know that in addition to the structural  protection  offered
by the Fund,  we are  committed to  following  both the letter and spirit of the
law, and to making certain that every investor is treated exactly the same.

                                        2


     Our approach to managing your Fund is straightforward. We intensively study
and monitor the  fundamental  credit quality of each potential  investment,  and
carefully  evaluate the specific  terms of each  individual  issue.  If all this
research  produces a suitable  level of  comfort,  we then begin the  process of
assessing  the  appropriate  price  for  the  security.   Since  our  investment
philosophy  is to own the issues that offer the best  OVERALL  value  within the
universe of eligible  securities,  it often means that we pass up the temptation
of issues offering higher absolute yields.  If we make  intelligent  investments
and continue to successfully implement the hedging strategy,  then the Fund will
have more money to invest and thus be able to  generate  more  income over time.
The process is arduous  and  ongoing,  but rarely do good  things  come  without
substantial effort.

     We encourage you to read the Questions and Answers section beginning on the
next page,  which contains  additional  information  on the Fund's  strategy and
operation.


     Sincerely,

     /S/ DONALD F. CRUMRINE                       /S/ ROBERT M. ETTINGER

     Donald F. Crumrine                           Robert M. Ettinger
     Chairman of the Board                        President


     January 21, 2004

                                        3


                               QUESTIONS & ANSWERS

WHY WAS THE FUND ABLE TO RAISE ITS DIVIDEND RATE?

     A number  of  things  contributed  to the  dividend  increase,  but the key
factors were the  management  of the  investment  portfolio,  the success of the
hedging strategy and continued low short-term interest rates.

     One proven strategy to increase  income from an investment  portfolio is to
have a larger portfolio.  Over the years,  consistent,  active management of the
portfolio has been the surest way to make it grow. Sometimes our focus may be on
specific  securities and other times on broader  sectors of the market,  but the
simple goal is to "buy 'em cheap and sell 'em dear".

     During the past year,  almost  anyone who  purchased a  preferred  security
probably made money.  Producing returns like PFO,  however,  required owning the
"right"  preferreds.  For  example,  the  decision to increase  the  portfolio's
allocation  to  traditional  preferreds  was  a  major  factor  in  this  year's
performance.

     We also actively manage the Fund's hedge. This past spring,  when yields on
intermediate and long-term U.S.  Treasury bonds were falling to historical lows,
the Fund's put option hedges  quickly  became  worthless,  but the prices on the
Fund's preferred  securities kept going up! When yields reversed course and rose
rapidly in  mid-summer,  gains on the hedge  offset  much of the  decline in the
value of the securities,  and a portion of the hedge gains were used to purchase
additional income producing securities.

     Finally,  Federal Reserve  monetary policy has kept short-term  yields very
low.  Since the rates paid by the Fund on its shares of Money Market  Cumulative
Preferred(TRADE  MARK) Stock (MMP(TRADE  MARK)) are closely  correlated to these
yields, the Fund has more income available for shareholders.

WHAT HAS HAPPENED TO THE FUND'S INCOME OVER TIME?

     The  following  chart  provides  the  clearest  answer.  The chart may look
familiar--it  has appeared several times in the past (it is one of our favorites
because it clearly demonstrates the success of the Fund's investment  strategy).
The solid line (measured on the left-hand  scale)  represents the monthly dollar
income  received from an original  investment in 1,000 shares of the Fund. It is
based on the assumption  that the  shareholder  spent his or her regular monthly
dividend income from the Fund and reinvested at net asset value only the portion
of each special  year-end  distribution  that was "above and beyond" the monthly
dividends.

                                        4


             FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND
                            MONTHLY DIVIDEND INCOME
         On a 1,000 Share ($12,500) Initial Investment through 12/31/03

                               [GRAPHIC OMITTED]
          EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

                MONTHLY DIVIDEND           30-YEAR
DATE                 INCOME             TREASURY YIELD

Jan-92                                      7.76%
Feb-92                                      7.79%
Mar-92                                      7.96%
Apr-92                                      8.03%
May-92               $82.50                 7.84%
Jun-92               $82.50                 7.78%
Jul-92               $82.50                 7.46%
Aug-92               $82.50                 7.41%
Sep-92               $82.50                 7.38%
Oct-92               $82.50                 7.62%
Nov-92               $82.50                 7.60%
Dec-92               $82.50                 7.39%
Jan-93               $83.14                 7.19%
Feb-93               $83.14                 6.90%
Mar-93               $83.14                 6.92%
Apr-93               $83.14                 6.93%
May-93               $83.14                 6.98%
Jun-93               $83.14                 6.67%
Jul-93               $83.14                 6.56%
Aug-93               $83.14                 6.09%
Sep-93               $83.14                 6.02%
Oct-93               $83.14                 5.97%
Nov-93               $83.14                 6.30%
Dec-93               $83.14                 6.35%
Jan-94               $79.87                 6.24%
Feb-94               $79.87                 6.66%
Mar-94               $79.87                 7.09%
Apr-94               $79.87                 7.30%
May-94               $85.89                 7.43%
Jun-94               $85.89                 7.61%
Jul-94               $85.89                 7.39%
Aug-94               $85.89                 7.48%
Sep-94               $85.89                 7.82%
Oct-94               $85.89                 7.96%
Nov-94               $89.17                 7.94%
Dec-94               $89.17                 7.88%
Jan-95               $88.36                 7.73%
Feb-95               $88.36                 7.55%
Mar-95               $88.36                 7.43%
Apr-95               $88.36                 7.33%
May-95               $88.36                 6.63%
Jun-95               $83.83                 6.54%
Jul-95               $83.83                 6.90%
Aug-95               $83.83                 6.61%
Sep-95               $83.83                 6.50%
Oct-95               $83.83                 6.36%
Nov-95               $83.83                 6.08%
Dec-95               $78.73                 5.95%
Jan-96               $78.73                 6.05%
Feb-96               $78.73                 6.36%
Mar-96               $78.73                 6.67%
Apr-96               $78.73                 6.83%
May-96               $83.83                 7.00%
Jun-96               $83.83                 6.95%
Jul-96               $83.83                 7.01%
Aug-96               $83.83                 7.12%
Sep-96               $83.83                 6.90%
Oct-96               $83.83                 6.81%
Nov-96               $83.83                 6.51%
Dec-96               $83.83                 6.60%
Jan-97               $84.06                 6.79%
Feb-97               $84.06                 6.80%
Mar-97               $84.06                 7.09%
Apr-97               $84.06                 6.89%
May-97               $84.06                 6.98%
Jun-97               $84.06                 6.74%
Jul-97               $84.06                 6.45%
Aug-97               $84.06                 6.61%
Sep-97               $84.06                 6.30%
Oct-97               $84.06                 6.15%
Nov-97               $84.06                 6.04%
Dec-97               $84.06                 5.95%
Jan-98               $79.79                 5.90%
Feb-98               $79.79                 6.02%
Mar-98               $79.79                 5.93%
Apr-98               $79.79                 5.95%
May-98               $79.79                 5.80%
Jun-98               $79.79                 5.62%
Jul-98               $79.79                 5.72%
Aug-98               $79.79                 5.26%
Sep-98               $79.79                 4.98%
Oct-98               $79.79                 5.15%
Nov-98               $79.79                 5.07%
Dec-98               $79.79                 5.09%
Jan-99               $81.35                 5.09%
Feb-99               $81.35                 5.58%
Mar-99               $81.35                 5.62%
Apr-99               $81.35                 5.66%
May-99               $81.35                 5.82%
Jun-99               $88.18                 5.97%
Jul-99               $88.18                 6.10%
Aug-99               $88.18                 6.06%
Sep-99               $88.18                 6.05%
Oct-99               $88.18                 6.16%
Nov-99               $88.18                 6.29%
Dec-99               $88.18                 6.48%
Jan-00               $88.45                 6.49%
Feb-00               $88.45                 6.15%
Mar-00               $88.45                 5.84%
Apr-00               $88.45                 5.96%
May-00               $88.45                 6.02%
Jun-00               $88.45                 5.89%
Jul-00               $88.45                 5.79%
Aug-00               $88.45                 5.67%
Sep-00               $88.45                 5.88%
Oct-00               $88.45                 5.79%
Nov-00               $88.45                 5.59%
Dec-00               $88.45                 5.46%
Jan-01               $88.45                 5.53%
Feb-01               $88.45                 5.34%
Mar-01               $88.45                 5.46%
Apr-01               $88.45                 5.77%
May-01               $88.45                 5.77%
Jun-01               $88.45                 5.74%
Jul-01               $88.45                 5.50%
Aug-01               $88.45                 5.37%
Sep-01               $88.45                 5.41%
Oct-01               $88.45                 4.88%
Nov-01               $88.45                 5.26%
Dec-01               $88.45                 5.47%
Jan-02               $88.97                 5.43%
Feb-02               $88.97                 5.41%
Mar-02               $88.97                 5.80%
Apr-02               $88.97                 5.59%
May-02               $88.97                 5.61%
Jun-02               $95.52                 5.52%
Jul-02               $95.52                 5.30%
Aug-02               $95.52                 4.93%
Sep-02               $95.52                 4.66%
Oct-02               $95.52                 5.00%
Nov-02               $95.52                 5.04%
Dec-02               $95.52                 4.96%
Jan-03               $96.47                 4.85%
Feb-03               $96.47                 4.67%
Mar-03               $96.47                 4.83%
Apr-03               $96.47                 4.78%
May-03               $96.47                 4.36%
Jun-03               $96.47                 4.56%
Jul-03               $96.47                 5.41%
Aug-03               $96.47                 5.22%
Sep-03               $96.47                 4.89%
Oct-03               $96.47                 5.14%
Nov-03               $96.47                 5.13%
Dec-03               $96.47                 5.00%
Jan-04              $100.01                 5.00%
Feb-04              $100.01                 5.10%

     The chart's message is that the MONTHLY DIVIDEND INCOME HAS INCREASED SINCE
THE  INCEPTION  OF  THE  FUND  FOR  SHAREHOLDERS  THAT  REINVESTED  THE  "EXTRA"
DISTRIBUTIONS.  That increase is rather  remarkable  in view of the  substantial
decline in the interest rate on long-term  U.S.  Treasury bonds (the dashed line
measured on the  right-hand  scale) over the life of the Fund from roughly 8% to
slightly more than 5%.

ARE DIVIDENDS PAID BY THE FUND ELIGIBLE FOR THIS YEAR'S LOWER TAX RATES?

     For individual  investors in PFO, 84.39% of the  distributions  made by the
Fund in  CALENDAR  YEAR  2003  was  QUALIFIED  DIVIDEND  income.  For  corporate
investors,  83.98%  was  eligible  for  the  inter-corporate  dividend  received
deduction.

WHAT PORTION OF 2004 DISTRIBUTIONS WILL BE QUALIFIED DIVIDEND INCOME?

     The short  answer is "we don't  know".  The  breakdown  between  dividends,
interest and capital gains can only be determined once we close the books on the
Fund's fiscal year-end,  so the 2004 numbers can't be computed until a year from
now.

     As can be seen in the attached portfolio  listing,  more than two thirds of
the portfolio was invested in  traditional  preferred  stocks at our fiscal year
end. This  percentage has increased  since then simply because we believed these
securities were undervalued. If the "pendulum of value" swings too far the other
way and taxable (or "hybrid")  preferreds look relatively more  attractive,  the
portfolio composition may move more toward hybrids. In that scenario, the Fund's
qualified dividend percentage would likely decline,  but the dividend rate could
possibly increase.

                                        5


HOW WILL THE FUND NOTIFY SHAREHOLDERS ABOUT HOW MUCH INCOME IS ELIGIBLE FOR
     THE LOWER TAX RATE?

     If you are an  individual  investor and have  possession of your Fund share
certificate, you will receive Form 1099 from PFPC. If your shares are registered
in the name of your brokerage  firm, it will issue Form 1099 directly to you. In
either case, Box 1b of Form 1099 includes "Qualified dividends" eligible for the
lower tax rate.

WHY HAS THE MARKET PRICE INCREASED RELATIVE TO THE NAV?

     The  following  chart plots the  relationship  of market price to net asset
value over the life of the Fund.

             FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND
                    PREMIUM/DISCOUNT OF MARKET PRICE TO NAV

                               [GRAPHIC OMITTED]
          EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

DATE         PREMIUM/DISCOUNT

 2/21/92         0.0726%
 2/28/92         0.0805%
  3/6/92         0.0874%
 3/13/92         0.0980%
 3/20/92         0.0819%
 3/27/92         0.0556%
  4/3/92         0.0538%
 4/10/92         0.0705%
 4/17/92         0.0547%
 4/24/92         0.0590%
  5/1/92         0.0546%
  5/8/92         0.0536%
 5/15/92         0.0306%
 5/22/92         0.0248%
 5/29/92         0.0307%
  6/5/92         0.0181%
 6/12/92         0.0400%
 6/19/92         0.0357%
 6/26/92         0.0442%
  7/3/92         0.0475%
 7/10/92         0.0626%
 7/17/92         0.0800%
 7/24/92         0.0592%
 7/31/92         0.0647%
  8/7/92         0.0613%
 8/14/92         0.0628%
 8/21/92         0.0514%
 8/28/92         0.0539%
  9/4/92         0.0409%
 9/11/92         0.0684%
 9/18/92         0.0572%
 9/25/92         0.0539%
 10/2/92         0.0620%
 10/9/92         0.0675%
10/16/92         0.0490%
10/23/92         0.0188%
10/30/92         0.0474%
 11/6/92         0.0180%
11/13/92         0.0188%
11/20/92         0.0408%
11/27/92         0.0844%
 12/4/92         0.0630%
12/11/92         0.0515%
12/18/92         0.0691%
12/25/92         0.0638%
  1/1/93         0.0621%
  1/8/93         0.0679%
 1/15/93         0.0595%
 1/22/93         0.0434%
 1/29/93         0.0475%
  2/5/93         0.0483%
 2/12/93         0.0284%
 2/19/93         0.0202%
 2/26/93         0.0310%
  3/5/93         0.0473%
 3/12/93         0.0651%
 3/19/93         0.0303%
 3/26/93         0.0360%
  4/2/93         0.0514%
  4/9/93         0.0675%
 4/16/93         0.0570%
 4/23/93         0.0853%
 4/30/93         0.0651%
  5/7/93         0.0513%
 5/14/93         0.0610%
 5/21/93         0.0570%
 5/28/93         0.0441%
  6/4/93         0.0497%
 6/11/93         0.0561%
 6/18/93         0.0497%
 6/25/93         0.0417%
  7/2/93         0.0472%
  7/9/93         0.0425%
 7/16/93         0.0362%
 7/23/93         0.0068%
 7/30/93         0.0306%
  8/6/93         0.0212%
 8/13/93         0.0181%
 8/20/93         0.0008%
 8/27/93         0.0370%
  9/3/93         0.0331%
 9/10/93         0.0401%
 9/17/93         0.0338%
 9/24/93         0.0244%
 10/1/93         0.0214%
 10/8/93         0.0261%
10/15/93         0.0263%
10/22/93         0.0246%
10/29/93         0.0090%
 11/5/93         0.0000%
11/12/93        -0.0107%
11/19/93        -0.0282%
11/26/93        -0.0179%
 12/3/93        -0.0076%
12/10/93        -0.0334%
12/17/93        -0.0338%
12/24/93        -0.0431%
12/31/93         0.0249%
  1/7/94        -0.0036%
 1/14/94         0.0157%
 1/21/94        -0.0230%
 1/28/94        -0.0377%
  2/4/94        -0.0323%
 2/11/94        -0.0361%
 2/18/94        -0.0863%
 2/25/94        -0.0500%
  3/4/94        -0.0392%
 3/11/94        -0.0315%
 3/18/94        -0.0585%
 3/25/94        -0.0562%
  4/1/94        -0.0556%
  4/8/94        -0.0612%
 4/15/94        -0.0771%
 4/22/94        -0.1012%
 4/29/94        -0.1145%
  5/6/94        -0.0775%
 5/13/94        -0.0633%
 5/20/94        -0.0636%
 5/27/94        -0.0312%
  6/3/94        -0.0683%
 6/10/94        -0.0288%
 6/17/94        -0.0457%
 6/24/94        -0.0393%
  7/1/94        -0.0409%
  7/8/94        -0.0450%
 7/15/94        -0.0490%
 7/22/94        -0.0294%
 7/29/94        -0.0327%
  8/5/94        -0.0221%
 8/12/94        -0.0303%
 8/19/94        -0.0269%
 8/26/94        -0.0348%
  9/2/94        -0.0204%
  9/9/94        -0.0318%
 9/16/94        -0.0409%
 9/23/94        -0.0628%
 9/30/94        -0.0620%
 10/7/94        -0.1322%
10/14/94        -0.1149%
10/21/94        -0.1410%
10/28/94        -0.1040%
 11/4/94        -0.0786%
11/11/94        -0.0976%
11/18/94        -0.0990%
11/25/94        -0.0770%
 12/2/94        -0.0402%
 12/9/94        -0.0868%
12/16/94        -0.0732%
12/23/94        -0.0604%
12/30/94        -0.0851%
  1/6/95        -0.0010%
 1/13/95        -0.0141%
 1/20/95        -0.0303%
 1/27/95        -0.0619%
  2/3/95        -0.0119%
 2/10/95        -0.0314%
 2/17/95        -0.0702%
 2/24/95        -0.0376%
  3/3/95        -0.0297%
 3/10/95        -0.0585%
 3/17/95        -0.0523%
 3/24/95        -0.0534%
 3/31/95        -0.0393%
  4/7/95        -0.0341%
 4/14/95        -0.0393%
 4/21/95        -0.0690%
 4/28/95        -0.0341%
  5/5/95        -0.0576%
 5/12/95        -0.0501%
 5/19/95        -0.0933%
 5/26/95        -0.0753%
  6/2/95        -0.0481%
  6/9/95        -0.0729%
 6/16/95        -0.0702%
 6/23/95        -0.0749%
 6/30/95        -0.0686%
  7/7/95        -0.0690%
 7/14/95        -0.0869%
 7/21/95        -0.1087%
 7/28/95        -0.0911%
  8/4/95        -0.0973%
 8/11/95        -0.1018%
 8/18/95        -0.1011%
 8/25/95        -0.0780%
  9/1/95        -0.0706%
  9/8/95        -0.0833%
 9/15/95        -0.0710%
 9/22/95        -0.0749%
 9/29/95        -0.0641%
 10/6/95        -0.0718%
10/13/95        -0.1006%
10/20/95        -0.0909%
10/27/95        -0.1012%
 11/3/95        -0.1232%
11/10/95        -0.0962%
11/17/95        -0.1071%
11/24/95        -0.1093%
 12/1/95        -0.1014%
 12/8/95        -0.1277%
12/15/95        -0.1233%
12/22/95        -0.1265%
12/29/95        -0.1454%
  1/5/96        -0.1197%
 1/12/96        -0.1279%
 1/19/96        -0.1312%
 1/26/96        -0.1146%
  2/2/96        -0.1233%
  2/9/96        -0.1233%
 2/16/96        -0.1279%
 2/23/96        -0.1303%
  3/1/96        -0.1124%
  3/8/96        -0.1465%
 3/15/96        -0.1508%
 3/22/96        -0.1487%
 3/29/96        -0.1515%
  4/5/96        -0.1315%
 4/12/96        -0.1286%
 4/19/96        -0.1279%
 4/26/96        -0.1383%
  5/3/96        -0.1257%
 5/10/96        -0.1130%
 5/17/96        -0.1408%
 5/24/96        -0.1386%
 5/31/96        -0.1386%
  6/7/96        -0.1255%
 6/14/96        -0.1337%
 6/21/96        -0.1301%
 6/28/96        -0.0918%
  7/5/96        -0.1079%
 7/12/96        -0.0911%
 7/19/96        -0.1122%
 7/26/96        -0.0939%
  8/2/96        -0.0876%
  8/9/96        -0.0688%
 8/16/96        -0.0673%
 8/23/96        -0.0881%
 8/30/96        -0.0836%
  9/6/96        -0.0836%
 9/13/96        -0.0661%
 9/20/96        -0.0889%
 9/27/96        -0.0991%
 10/4/96        -0.0876%
10/11/96        -0.0876%
10/18/96        -0.0935%
10/25/96        -0.0834%
 11/1/96        -0.0796%
 11/8/96        -0.0932%
11/15/96        -0.0726%
11/22/96        -0.0586%
11/29/96        -0.0608%
 12/6/96        -0.0792%
12/13/96        -0.0813%
12/20/96        -0.1009%
12/27/96        -0.0837%
  1/3/97        -0.0693%
 1/10/97        -0.0562%
 1/17/97        -0.0693%
 1/24/97        -0.0834%
 1/31/97        -0.0678%
  2/7/97        -0.0623%
 2/14/97        -0.0551%
 2/21/97        -0.0645%
 2/28/97        -0.0605%
  3/7/97        -0.0581%
 3/14/97        -0.0654%
 3/21/97        -0.0715%
 3/28/97        -0.0715%
  4/4/97        -0.0573%
 4/11/97        -0.0973%
 4/18/97        -0.0806%
 4/25/97        -0.0748%
  5/2/97        -0.0672%
  5/9/97        -0.0520%
 5/16/97        -0.0647%
 5/23/97        -0.0573%
 5/30/97        -0.0362%
  6/6/97        -0.0615%
 6/13/97        -0.0385%
 6/20/97        -0.0473%
 6/27/97        -0.0418%
  7/4/97        -0.0498%
 7/11/97        -0.0585%
 7/18/97        -0.0486%
 7/25/97        -0.0630%
  8/1/97        -0.0273%
  8/8/97        -0.0701%
 8/15/97        -0.0715%
 8/22/97        -0.0767%
 8/29/97        -0.0472%
  9/5/97        -0.0580%
 9/12/97        -0.0656%
 9/19/97        -0.0557%
 9/26/97        -0.0492%
 10/3/97        -0.0292%
10/10/97        -0.0492%
10/17/97        -0.0506%
10/24/97        -0.0574%
10/31/97        -0.0477%
 11/7/97        -0.0442%
11/14/97        -0.0377%
11/21/97        -0.0688%
11/28/97        -0.0484%
 12/5/97        -0.0406%
12/12/97        -0.0652%
12/19/97        -0.0648%
12/26/97        -0.0456%
  1/2/98        -0.0171%
  1/9/98        -0.0197%
 1/16/98        -0.0185%
 1/23/98        -0.0620%
 1/30/98        -0.0477%
  2/6/98        -0.0530%
 2/13/98        -0.0604%
 2/20/98        -0.0456%
 2/27/98        -0.0477%
  3/6/98        -0.0473%
 3/13/98        -0.0568%
 3/20/98        -0.0487%
 3/27/98        -0.0579%
  4/3/98        -0.0682%
 4/10/98        -0.0508%
 4/17/98        -0.0620%
 4/24/98        -0.0768%
  5/1/98        -0.0618%
  5/8/98        -0.0540%
 5/15/98        -0.0717%
 5/22/98        -0.0664%
 5/29/98        -0.0648%
  6/5/98        -0.0643%
 6/12/98        -0.0627%
 6/19/98        -0.0573%
 6/26/98        -0.0600%
  7/3/98        -0.0575%
 7/10/98        -0.0562%
 7/17/98        -0.0563%
 7/24/98        -0.0465%
 7/31/98        -0.0526%
  8/7/98        -0.0472%
 8/14/98        -0.0864%
 8/21/98        -0.0954%
 8/28/98        -0.0540%
  9/4/98        -0.0618%
 9/11/98        -0.0487%
 9/18/98        -0.0392%
 9/25/98        -0.0402%
 10/2/98        -0.0554%
 10/9/98        -0.0744%
10/16/98        -0.0485%
10/23/98        -0.0406%
10/30/98        -0.0616%
 11/6/98        -0.0396%
11/13/98        -0.0481%
11/20/98        -0.0641%
11/27/98        -0.0478%
 12/4/98        -0.0413%
12/11/98        -0.0363%
12/18/98        -0.0537%
12/25/98        -0.0132%
  1/1/99        -0.0196%
  1/8/99        -0.0297%
 1/15/99        -0.0392%
 1/22/99        -0.0627%
 1/29/99        -0.0677%
  2/5/99        -0.0610%
 2/12/99        -0.0887%
 2/19/99        -0.0937%
 2/26/99        -0.1078%
  3/5/99        -0.0846%
 3/12/99        -0.0650%
 3/19/99        -0.1022%
 3/26/99        -0.0888%
  4/2/99        -0.0724%
  4/9/99        -0.1029%
 4/16/99        -0.0781%
 4/23/99        -0.0930%
 4/30/99        -0.1156%
  5/7/99        -0.1015%
 5/14/99        -0.1277%
 5/21/99        -0.1256%
 5/28/99        -0.1093%
  6/4/99        -0.1007%
 6/11/99        -0.0558%
 6/18/99        -0.0835%
 6/25/99        -0.0602%
  7/2/99        -0.0532%
  7/9/99        -0.0532%
 7/16/99        -0.0761%
 7/23/99        -0.0558%
 7/30/99        -0.0829%
  8/6/99        -0.0464%
 8/13/99        -0.0780%
 8/20/99        -0.0864%
 8/27/99        -0.0345%
  9/3/99        -0.1057%
 9/10/99        -0.0938%
 9/17/99        -0.0683%
 9/24/99        -0.0401%
 10/1/99        -0.0770%
 10/8/99        -0.0860%
10/15/99        -0.1231%
10/22/99        -0.1254%
10/29/99        -0.1223%
 11/5/99        -0.1192%
11/12/99        -0.1252%
11/19/99        -0.0826%
11/26/99        -0.0979%
 12/3/99        -0.0970%
12/10/99        -0.0807%
12/17/99        -0.1118%
12/24/99        -0.1212%
12/31/99        -0.0354%
  1/7/00        -0.0028%
 1/14/00        -0.0385%
 1/21/00        -0.0996%
 1/28/00        -0.1047%
  2/4/00        -0.0923%
 2/11/00        -0.0845%
 2/18/00        -0.1038%
 2/25/00        -0.0962%
  3/3/00        -0.1021%
 3/10/00        -0.0858%
 3/17/00        -0.1055%
 3/24/00        -0.1272%
 3/31/00        -0.1361%
  4/7/00        -0.1047%
 4/14/00        -0.0894%
 4/21/00        -0.0781%
 4/28/00        -0.0640%
  5/5/00        -0.0385%
 5/12/00        -0.0566%
 5/19/00        -0.0734%
 5/26/00        -0.0759%
  6/2/00        -0.0905%
  6/9/00        -0.1037%
 6/16/00        -0.0943%
 6/23/00        -0.0775%
 6/30/00        -0.0841%
  7/7/00        -0.0909%
 7/14/00        -0.0893%
 7/21/00        -0.0970%
 7/28/00        -0.0927%
  8/4/00        -0.0912%
 8/11/00        -0.0879%
 8/18/00        -0.1046%
 8/25/00        -0.1046%
  9/1/00        -0.1105%
  9/8/00        -0.1113%
 9/15/00        -0.0836%
 9/22/00        -0.1189%
 9/29/00        -0.1155%
 10/6/00        -0.0896%
10/13/00        -0.0921%
10/20/00        -0.0895%
10/27/00        -0.0725%
 11/3/00        -0.0739%
11/10/00        -0.0747%
11/17/00        -0.0962%
11/24/00        -0.0937%
 12/1/00        -0.0928%
 12/8/00        -0.0903%
12/15/00        -0.0913%
12/22/00        -0.0672%
12/29/00        -0.0276%
1/5/01          -0.0411%
1/12/01         -0.0200%
1/19/01         -0.0077%
1/26/01          0.0192%
2/2/01          -0.0528%
2/9/01          -0.0346%
2/16/01         -0.0184%
2/23/01         -0.0257%
3/2/01          -0.0109%
3/9/01          -0.0360%
3/16/01         -0.0393%
3/23/01         -0.0360%
3/30/01         -0.0109%
4/6/01           0.0200%
4/13/01          0.0046%
4/20/01          0.0243%
4/27/01         -0.0278%
5/4/01          -0.0218%
5/11/01          0.0037%
5/18/01         -0.0228%
5/25/01         -0.0111%
6/1/01          -0.0345%
6/8/01          -0.0325%
6/15/01         -0.0654%
6/22/01         -0.0623%
6/29/01         -0.0379%
7/6/01          -0.0307%
7/13/01         -0.0098%
7/20/01         -0.0264%
7/27/01          0.0237%
8/3/01           0.0035%
8/10/01         -0.0567%
8/17/01         -0.0439%
8/24/01         -0.0365%
8/31/01         -0.0603%
9/7/01          -0.0353%
 9/14/01        -0.0353%
 9/21/01         0.0000%
 9/28/01        -0.0414%
 10/5/01        -0.0433%
10/12/01        -0.0114%
10/19/01        -0.0191%
10/26/01        -0.0138%
11/2/01          0.0017%
11/9/01         -0.0068%
11/16/01         0.0260%
11/23/01         0.0304%
11/30/01        -0.0284%
12/7/01         -0.0009%
12/14/01        -0.0201%
12/21/01         0.0210%
12/28/01         0.0289%
1/4/02           0.0297%
1/11/02          0.0276%
1/18/02          0.0268%
1/25/02          0.0677%
2/1/02           0.0444%
2/8/02           0.0607%
2/15/02          0.0457%
2/22/02          0.0582%
3/1/02           0.0595%
3/8/02           0.0124%
3/15/02          0.0302%
3/22/02          0.0383%
3/29/02          0.0400%
4/5/02           0.0248%
4/12/02          0.0409%
4/19/02          0.0394%
4/26/02          0.0526%
5/3/02           0.0839%
5/10/02          0.0595%
5/17/02          0.0858%
5/24/02          0.0757%
5/31/02          0.0766%
6/7/02           0.0832%
6/14/02          0.0670%
6/21/02          0.0743%
6/28/02          0.0933%
7/5/02           0.1238%
7/12/02          0.0692%
7/19/02          0.0972%
7/26/02          0.1421%
8/2/02           0.1372%
8/9/02           0.1002%
8/16/02          0.1195%
8/23/02          0.1206%
8/30/02          0.1077%
9/6/02           0.1002%
9/13/02          0.0965%
9/20/02          0.0993%
9/27/02          0.1042%
10/4/02          0.1141%
10/11/02         0.1429%
10/18/02         0.0519%
10/25/02         0.0741%
11/1/02          0.0733%
11/8/02          0.0721%
11/15/02         0.0664%
11/22/02         0.0610%
11/29/02         0.0872%
12/6/02          0.0972%
12/13/02         0.1086%
12/20/02         0.1278%
12/27/02         0.1558%
1/3/03           0.1518%
1/10/03          0.0930%
1/17/03          0.1092%
1/24/03          0.0865%
1/31/03          0.1038%
2/7/03           0.0983%
2/14/03          0.0960%
2/21/03          0.1148%
2/28/03          0.0969%
3/7/03           0.1258%
3/14/03          0.1585%
3/21/03          0.0897%
3/28/03          0.1033%
4/4/03           0.1225%
4/11/03          0.1477%
4/18/03          0.1463%
4/25/03          0.1211%
5/2/03           0.0989%
5/9/03           0.0553%
5/16/03          0.0330%
5/23/03          0.0145%
5/30/03          0.0486%
6/6/03          -0.0024%
6/13/03         -0.0086%
6/20/03          0.0032%
6/27/03          0.0144%
7/4/03           0.0296%
7/11/03         -0.0249%
7/18/03         -0.0105%
7/25/03         -0.0049%
8/1/03          -0.0353%
8/8/03          -0.0217%
8/15/03         -0.0297%
8/22/03          0.0008%
8/29/03         -0.0032%
9/5/03           0.0008%
9/12/03         -0.0112%
9/19/03         -0.0230%
9/26/03         -0.0346%
10/3/03         -0.0214%
10/10/03        -0.0207%
10/17/03        -0.0254%
10/24/03         0.0095%
10/31/03         0.0284%
11/7/03          0.0422%
11/14/03         0.0386%
11/21/03         0.0740%
11/28/03         0.0731%
12/5/03          0.0875%
12/12/03         0.0816%
12/19/03         0.1044%
12/26/03         0.1084%
1/2/04           0.1290%

     We can only  speculate  on what factors are driving the market  price,  but
increased  interest  in  qualified  dividend  income  appears to be the  primary
reason.

IS THE FUND SUSCEPTIBLE TO TRADING ABUSES LIKE THE ONES IN THE NEWS RECENTLY?

     In a word, the answer is NO!

     A critical  difference  between  closed-end  funds such as PFO and open-end
mutual funds,  which have been grabbing all the  headlines,  is the way in which
they are purchased and sold.

     Orders to buy or sell  shares  of PFO on the NYSE can be placed  throughout
the trading  day, and limit  prices can be  specified.  The investor has control
over the transaction price, and the trade takes place only if there is a willing
seller and buyer.  This degree of control is not possible in an open-end  mutual
fund because orders placed  throughout the day are completed  AFTER the close of
business, based upon the closing net asset value.

                                        6


     Transactions  in open-end  mutual funds take place between the investor and
the mutual fund  company.  At the close of business  (typically  4:00 PM Eastern
Time), the fund company  computes the mutual fund's net asset value.  This price
is used to redeem  shares from  sellers or issue new shares to buyers who placed
orders earlier that day. The rules prohibit fund companies from accepting orders
after the close of business,  but some fund  companies  have  permitted  favored
clients to place orders  AFTER the close,  but at that day's NAV. All gains from
"late trading" are at the expense of the other investors in the fund.

     The other  frequently  mentioned  abuse in  open-end  mutual  funds is fund
companies permitting  "frequent trading" practices by favored clients.  Although
not illegal,  this practice may harm  investors  because these favored  clients'
gains are again at the  expense of the other  investors  in the fund and usually
force the fund to  maintain  larger  cash  positions  than  would  otherwise  be
appropriate.  Managers of closed-end funds don't face this problem either.  If a
holder of a closed-end  fund wishes to sell shares,  the market must  facilitate
the trade,  not the fund.  Therefore a closed-end fund can remain fully invested
without regard to possible redemptions.

                                        7


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
FINANCIAL DATA
PER SHARE OF COMMON STOCK
-----------------------------------------------------

                                  TOTAL                               DIVIDEND
                                DIVIDENDS  NET ASSET      NYSE      REINVESTMENT
                                  PAID       VALUE    CLOSING PRICE   PRICE (1)
                                ---------  ---------   ------------ ------------
December 31, 2002 Extra .....    $0.1070    $10.72       $12.21        $11.60
December 31, 2002 ...........     0.0730     10.72        12.21         11.60
January 31, 2003 ............     0.0730     11.46        12.65         12.02
February 28, 2003 ...........     0.0730     11.46        12.57         11.94
March 31, 2003 ..............     0.0730     11.58        13.00         12.35
April 30, 2003 ..............     0.0730     11.76        12.59         11.96
May 31, 2003 ................     0.0730     12.34        12.94         12.34
June 30, 2003 ...............     0.0730     12.60        12.60         12.60
July 31, 2003 ...............     0.0730     12.43        12.02         12.13
August 31, 2003 .............     0.0730     12.44        12.40         12.41
September 30, 2003 ..........     0.0730     12.74        12.34         12.31
October 31, 2003 ............     0.0730     12.68        13.04         12.68
November 30, 2003 ...........     0.0730     12.59        13.51         12.83
December 31, 2003 Extra .....     0.0300     12.63        14.36         13.64
December 31, 2003 ...........     0.0755     12.63        14.36         13.64

-----------------------------
(1)  Whenever  the net asset value per share of the Fund's  common stock is less
     than or equal to the market price per share on the payment date, new shares
     issued  will be valued at the higher of net asset  value or 95% of the then
     current market price.  Otherwise,  the reinvestment  shares of common stock
     will be purchased in the open market.

    The accompanying notes are an integral part of the financial statements.

                                        8


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                                        PORTFOLIO OF INVESTMENTS
                                                               NOVEMBER 30, 2003
                           -----------------------------------------------------

                                                                 VALUE
SHARES/$ PAR                                                    (NOTE 2)
------------                                                    --------

PREFERRED SECURITIES -- 92.4%
   ADJUSTABLE RATE PREFERRED SECURITIES -- 9.9%
          BANKING -- 9.4%
    75,000   Cobank,
               Adj. Rate Pfd., 144A**** ..................    $  4,188,000*
             J.P. Morgan Chase & Co.:
   108,625     Series A, Adj. Rate Pfd. ..................      10,455,157*
    18,000     Series L, Adj. Rate Pfd. ..................       1,800,000*
   146,700     Series N, Adj. Rate Pfd. ..................       3,695,006*
                                                              ------------
             TOTAL BANKING ADJUSTABLE RATE
              PREFERRED SECURITIES .......................      20,138,163
                                                              ------------
          FINANCIAL SERVICES -- 0.2%
    10,500   Bear Stearns Companies, Inc.,
               Series A, Adj. Rate Pfd. ..................         530,250*
                                                              ------------
          UTILITIES -- 0.3%
    12,265   Northern Indiana Public Service Company,
               Series A, Adj. Rate Pfd. ..................         621,682*
                                                              ------------
             TOTAL ADJUSTABLE RATE PREFERRED
              SECURITIES .................................      21,290,095
                                                              ------------
   FIXED RATE PREFERRED SECURITIES -- 81.6%
          BANKING -- 15.0%
             ABN AMRO North America, Inc.:
     1,165     6.46% Pfd., 144A**** ......................       1,218,712*
     3,500     6.59% Pfd., 144A**** ......................       3,660,142*
             BancWest Corporation:
$2,250,000     First Hawaiian Capital I,
               8.343% 07/01/27 Capital Security,
               Series B ..................................       2,570,490
             Citigroup, Inc.:
    98,435     5.864% Pfd., Series M .....................       5,142,244*
    10,500     6.213% Pfd., Series G .....................         558,547*
     5,500     6.231% Pfd., Series H .....................         294,938*
     6,900     6.365% Pfd., Series F .....................         366,666*
    25,000   Cobank, ABC,
               7.00% Pfd., 144A**** ......................       1,286,375*
             Comerica, Inc.:
 $ 500,000     Comerica (Imperial) Capital Trust I,
               Series B,
               9.98% 12/31/26 Pfd. Capital Security ......         622,728

                                                                 VALUE
SHARES/$ PAR                                                    (NOTE 2)
------------                                                    --------

             Deutsche Bank:
$  660,000     BT Preferred Capital Trust II,
               7.875% 02/25/27 Capital Security ..........    $    738,814
$  150,000     BT Capital Trust B,
               7.90% 01/15/2027 Series B1,
               Capital Security ..........................         168,317
             GreenPoint Financial Corporation:
$6,849,000     GreenPoint Capital Trust I,
               9.10% 06/01/27 Capital Security ...........       7,962,031
    24,900   HSBC USA, Inc.,
               $2.8575 Pfd. ..............................       1,273,511*
$1,350,000   Keycorp Institutional Capital B,
               8.25% 12/15/26 Capital Security ...........       1,543,286
             Wachovia Corporation:
$  500,000     First Union Capital II,
               7.95% 11/15/29 Capital Security ...........         605,468
$1,719,000     First Union Institutional Capital I,
               8.04% 12/01/26 Capital Security ...........       1,978,311
$1,885,000     First Union Institutional Capital II,
               7.85% 01/01/27 Capital Security ...........       2,140,097
                                                              ------------
             TOTAL BANKING FIXED RATE PREFERRED
              SECURITIES .................................      32,130,677
                                                              ------------
          FINANCIAL SERVICES -- 12.7%
             Bear Stearns Companies, Inc.:
   108,000     5.49% Pfd., Series G ......................       5,388,120*
    50,323     5.72% Pfd., Series F ......................       2,547,350*
             Lehman Brothers Holdings, Inc.:
    83,150     5.67% Pfd., Series D ......................       4,235,245*
   159,505     5.94% Pfd., Series C ......................       8,188,987*
    20,000     6.50% Pfd., Series F ......................         529,500*
   113,400   SLM Corporation,
               6.97% Pfd., Series A ......................       6,466,068*
                                                              ------------
             TOTAL FINANCIAL SERVICES FIXED RATE
              PREFERRED SECURITIES .......................      27,355,270
                                                              ------------
          INSURANCE -- 9.6%
    47,000   ACE, Ltd.,
               7.80% Pfd., Series C ......................       1,253,255**
             AON Corporation:
$1,550,000     AON Capital Trust A,
               8.205% 01/01/27 Capital Security ..........       1,722,034

     The accompanying notes are an integral part of the financial statements.

                                         9


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
PORTFOLIO OF INVESTMENTS (CONTINUED)
NOVEMBER 30, 2003
-----------------------------------------------------

                                                                 VALUE
SHARES/$ PAR                                                    (NOTE 2)
------------                                                    --------

PREFERRED SECURITIES -- (CONTINUED)
   FIXED RATE PREFERRED SECURITIES --  (CONTINUED)
          INSURANCE -- (CONTINUED)
     1,250   Fortis Funding Trust,
               7.68% Pfd., 144A**** ......................    $  1,423,838*
             SAFECO Corporation:
$  500,000     SAFECO Capital Trust I,
               8.072% 07/15/37 Capital Security ..........         561,475
             The St. Paul Companies, Inc.:
$4,895,000     MMI Capital Trust I,
               7.625% 12/15/27 Capital Security,
               Series B ..................................       5,224,458
             UnumProvident Corporation:
$5,889,000     Provident Financing Trust I,
               7.405% 03/15/38 Capital Security ..........       5,085,593
             Zurich RegCaPS Fund Trust I:
     4,000     6.01% Pfd., 144A**** ......................       4,023,120*
     1,200     6.58% Pfd., 144A**** ......................       1,211,874*
                                                              ------------
             TOTAL INSURANCE FIXED RATE
              PREFERRED SECURITIES .......................      20,505,647
                                                              ------------
          UTILITIES -- 37.9%
             Alabama Power Company:
     4,980     4.60% Pfd. ................................         438,813*
     6,485     4.72% Pfd. ................................         586,309*
       668     4.92% Pfd. ................................          62,952*
         5     4.95% Pfd. ................................         519,218*
    93,400     5.20% Pfd. ................................       2,293,437*
     2,049   Appalachian Power Company,
               5.92% Sinking Fund Pfd. ...................         206,191*
    23,750   Avista Corporation,
               $6.95 Sinking Fund Pfd., Series K .........       2,303,750*
    10,000   Boston Edison Company,
               4.78% Pfd. ................................         874,950*
    13,395   Carolina Power & Light Company,
               $5.44 Pfd. ................................       1,303,400*
             CenterPoint Energy, Inc.:
    45,000     Houston Light & Power, Capital Trust I,
               8.125% QUIPS ..............................       1,128,375
$3,750,000     Houston Light & Power, Capital Trust II,
               8.257%, 02/01/37 Capital Security,
               Series B ..................................       3,760,781

                                                                 VALUE
SHARES/$ PAR                                                    (NOTE 2)
------------                                                    --------

    55,982     REI Trust I,
               7.20% TOPrS, Series C .....................    $  1,311,098
     1,628   Central Hudson Gas & Electric Corporation,
               4.35% Pfd., Series D, Pvt. ................         123,573*
             Central Illinois Light Company:
    10,000     4.64% Pfd. ................................         853,850*
     7,000     5.85% Sinking Fund Pfd. ...................         708,400*
     3,798   Central Maine Power Company,
               4.75% Pfd. ................................         314,740*
    27,798   Central Vermont Public Service Corporation,
               8.30% Pvt. Sinking Fund Pfd. ..............       2,895,301*
     5,300   Connecticut Light & Power Company,
               $3.24 Pfd. ................................         278,038*
     2,000   Consolidated Edison Company of New York,
               4.65% Pfd., Series C ......................         174,220*
             Dayton Power & Light Company:
     2,000     3.75% Pfd. ................................         124,710*
     4,500     3.90% Pfd., Series C ......................         291,847*
             Duke Energy Corporation:
     8,004     4.50% Pfd., Series C, Pvt. ................         649,965*
    13,400     6.75% Pfd., Series X, Sinking Fund Pfd. ...       1,395,208*
    30,700     7.85% Pfd., Series S ......................       3,188,809*
    15,030   Duquesne Light Company,
               3.75% Pfd. ................................         441,206*
     5,000   Energy East Capital Trust I,
               8.25% TOPrS ...............................         134,175
             Entergy Arkansas, Inc.:
     2,840     4.56% Pfd. ................................         205,872*
     3,050     4.56% Pfd., Series 1965 ...................         221,094*
    13,500     7.40% Pfd. ................................       1,407,645*
       150     7.80% Pfd. ................................          15,722*
    23,814     $1.96 Pfd. ................................         605,114*
     1,050     6.08% Pfd. ................................          98,443*
     2,441   Entergy Gulf States, Inc.,
               7.56% Pfd. ................................         248,689*
             Entergy Louisiana, Inc.:
       299     5.16% Pfd. ................................          22,479*
       705     6.44% Pfd. ................................          65,216*
     3,771     7.36% Pfd. ................................         392,957*
   175,000     8.00% Pfd., Series 92 .....................       4,420,500*

    The accompanying notes are an integral part of the financial statements.

                                        10


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                            PORTFOLIO OF INVESTMENTS (CONTINUED)
                                                               NOVEMBER 30, 2003
                           -----------------------------------------------------

                                                                 VALUE
SHARES/$ PAR                                                    (NOTE 2)
------------                                                    --------

PREFERRED SECURITIES -- (CONTINUED)
   FIXED RATE PREFERRED SECURITIES --  (CONTINUED)
          UTILITIES -- (CONTINUED)
             Entergy Mississippi, Inc.:
     3,791     4.36% Pfd. ................................    $    255,438*
     8,500     7.44% Pfd. ................................         881,917*
             Hawaiian Electric Company, Inc.:
     1,411     5.00% Pfd., Series D ......................          24,636*
     6,688     5.00% Pfd., Series E ......................         116,772*
    23,600     HECO Capital Trust I,
               8.05% QUIPS ...............................         601,092
     5,291   Idaho Power Co.,
               7.68% Pfd., Series 1 ......................         547,380*
     8,000   Indiana Michigan Power Company,
               6.875% Sinking Fund Pfd. ..................         811,400*
    30,500   Indianapolis Power & Light Company,
               5.65% Pfd. ................................       2,557,272*
   340,000   Interstate Power & Light Company,
               8.375% Pfd., Series B .....................      10,825,600*
     4,500   Kentucky Utilities Company,
               6.53% Pfd. ................................         465,773*
             Mississippi Power Company:
    15,000     6.32% Pfd. ................................         386,850*
     5,087     7.00% Pfd. ................................         531,998*
     2,588   New York State Electric & Gas,
               $4.50 Pfd., Series 1949 ...................         204,051*
             Ohio Power Company:
     3,018     4.20% Pfd. ................................         224,026*
     1,251     4.40% Pfd. ................................          97,278*
     2,500     5.90% Sinking Fund Pfd. ...................         250,238*
             PECO Energy Company:
     1,100     $4.30 Pfd., Series B ......................          87,137*
     5,000     $4.40 Pfd., Series C ......................         405,275*
       570   PSI Energy, Inc.,
               4.32% Pfd. ................................          10,782*
             PacifiCorp:
     5,672     $4.56 Pfd. ................................         442,841*
     6,458     $4.72 Pfd. ................................         521,903*
    14,000     $7.48 Sinking Fund Pfd. ...................       1,454,180*
             Pacific Enterprises:
    13,680     $4.36 Pfd. ................................       1,080,446*
    11,910     $4.50 Pfd. ................................         970,844*

                                                                 VALUE
SHARES/$ PAR                                                    (NOTE 2)
------------                                                    --------

    13,510     $4.75 Pfd., Series 53 .....................    $  1,162,400*
    12,722   Portland General Electric,
               7.75%, Sinking Fund Pfd. ..................       1,322,325*
             Potomac Electric Power Company:
     2,493     $2.44 Pfd., Series 1957 ...................         113,544*
    19,209     $3.40 Sinking Fund Pfd. ...................         962,563*
             Public Service Enterprise Group, Inc.:
    10,900     Enterprise Capital Trust I,
               7.44% TOPrS, Series A .....................         275,825
    14,020     Public Service Electric & Gas Company,
               5.28% Pfd., Series E ......................       1,265,726*
             Rochester Gas & Electric Corporation:
     5,060     4.10% Pfd., Series J ......................         370,468*
    10,000     4.55% Pfd., Series M, Pvt. ................         812,500*
     4,030     4.75% Pfd., Series I ......................         341,825*
     3,404     4.95% Pfd., Series K ......................         300,897*
    20,000     6.60% Sinking Fund Pfd., Series V .........       2,015,100*
             San Diego Gas & Electric Company:
    40,000     $1.70 Pfd .................................       1,045,200*
    38,000     $1.7625 Sinking Fund Pfd. .................         979,070*
             South Carolina Electric & Gas Company:
    14,226     5.125% Purchase Fund Pfd., Pvt. ...........         698,781*
     7,774     6.00% Purchase Fund Pfd., Pvt. ............         397,562*
    60,000   Southern Union Company,
               7.55% Pfd. ................................       1,560,900*
             TXU US Holdings Company:
 $ 750,000     TXU Electric Capital V,
               8.175% 01/30/37 Capital Security ..........         813,476
             Virginia Electric & Power Company:
     1,665     $4.04 Pfd. ................................         126,249*
     2,270     $4.20 Pfd. ................................         178,944*
     2,878     $6.98 Pfd. ................................         297,369*
    12,500     $7.05 Pfd. ................................       1,292,063*
     1,673     $4.80 Pfd. ................................         150,712*
     2,262   Washington Gas & Light Company,
               $4.25 Pfd. ................................         180,044*
             Xcel  Energy, Inc.:
    15,000     $4.08 Pfd., Series B ......................       1,029,000*
    20,040     $4.10 Pfd., Series C ......................       1,381,457*
    35,510     $4.11 Pfd., Series D ......................       2,453,919*

    The accompanying notes are an integral part of the financial statements.

                                        11


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
PORTFOLIO OF INVESTMENTS (CONTINUED)
NOVEMBER 30, 2003
-----------------------------------------------------

                                                                 VALUE
SHARES/$ PAR                                                    (NOTE 2)
------------                                                    --------

PREFERRED SECURITIES -- (CONTINUED)
   FIXED RATE PREFERRED SECURITIES --  (CONTINUED)
          UTILITIES -- (CONTINUED)
    17,750     $4.16 Pfd., Series E ......................    $  1,241,524*
    10,000     $4.56 Pfd., Series G ......................         766,650*
                                                              ------------
             TOTAL UTILITIES FIXED RATE PREFERRED
              SECURITIES .................................      81,358,269
                                                              ------------
          OIL AND GAS -- 3.8%
    17,200   Anadarko Petroleum Corporation,
               5.46% Pfd. ................................       1,695,662*
    19,300   Apache Corporation,
               5.68% Pfd., Series B ......................       1,936,176*
     3,200   EOG Resources, Inc.,
               7.195% Pfd., Series B .....................       3,481,856*
             ENI, S.p.A.:
    10,000     Lasmo America Limited,
               8.15% Pfd., 144A**** ......................       1,158,450*
                                                              ------------
             TOTAL OIL AND GAS FIXED RATE
              PREFERRED SECURITIES .......................       8,272,144
                                                              ------------
          MISCELLANEOUS INDUSTRIES-- 2.6%
    13,600   E.I. Du Pont de Nemours and Company,
               $4.50 Pfd., Series B ......................       1,249,976*
    36,200   Farmland Industries, Inc.,
               8.00% Pfd., 144A**** ......................          31,675+*
    40,000   Health Care Property Investments,
               7.10% Pfd., Series F, REIT ................         984,800
    30,500   Ocean Spray Cranberries, Inc.,
               6.25% Pfd., 144A**** ......................       2,306,715*
    26,000   Touch America Holdings,
               $6.875 Pfd. ...............................          39,000+*
     9,520   Viad Corporation,
               $4.75 Sinking Fund Pfd. ...................         896,213*
                                                              ------------
             TOTAL MISCELLANEOUS INDUSTRIES
              FIXED RATE PREFERRED SECURITIES ............       5,508,379
                                                              ------------
             TOTAL FIXED RATE PREFERRED
              SECURITIES .................................     175,130,386
                                                              ------------

                                                                 VALUE
SHARES/$ PAR                                                    (NOTE 2)
------------                                                    --------

   INVERSE FLOATING RATE PREFERRED -- 0.9%
        18   Premium Assets, Series A,
               Zurich Financial Reg. Capital .............    $  1,854,596*
                                                              ------------
             TOTAL PREFERRED SECURITIES
              (Cost $178,073,384) ........................     198,275,077
                                                              ------------
CORPORATE DEBT SECURITIES -- 0.7%
    15,000   Northern States Power Company,
               8.00% Pfd., PINES .........................         414,825
$1,000,000   Oneamerica Financial Partners,
               7.00% 10/15/33, 144A**** ..................         985,705
                                                              ------------
             TOTAL CORPORATE DEBT SECURITIES
              (Cost $1,364,042) ..........................       1,400,530
                                                              ------------
COMMON STOCKS AND CONVERTIBLE SECURITIES -- 4.3%
     5,000   American Electric Power,
               9.25% Pfd. Convertible ....................         210,275
   102,500   CenterPoint Energy, Inc. ....................         994,250*
     1,304   Conseco, Inc. ...............................          25,187*+
     5,216   Conseco, Inc., Warrants .....................          33,382*+
    97,500   Duke Energy Corporation .....................       1,761,825*
    65,000   FPL Group, Inc.,
               8.50% Pfd. Convertible ....................       3,668,600
    80,831   Reliant Resources, Inc. .....................         531,464+
    40,000   TXU Corporation,
               8.75% Pfd. Convertible ....................       1,283,600
    25,000   UnumProvident Corporation,
               8.25% Pfd. Convertible ....................         803,750
                                                              ------------
             TOTAL COMMON STOCKS AND
              CONVERTIBLE SECURITIES
              (Cost $10,034,807) .........................       9,312,333
                                                              ------------
 OPTION CONTRACTS-- 1.2%  (Cost $2,151,157)
     1,290   Put Options on U.S. Treasury,
               Bond, March Futures,
               Expiring 02/21/04 .........................       2,523,594+
                                                              ------------

    The accompanying notes are an integral part of the financial statements.

                                        12


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                            PORTFOLIO OF INVESTMENTS (CONTINUED)
                                                               NOVEMBER 30, 2003
                           -----------------------------------------------------

                                                                 VALUE
SHARES/$ PAR                                                    (NOTE 2)
------------                                                    --------

 MONEY MARKET FUND -- 0.8%  (Cost $1,814,739)
 1,814,739   BlackRock Provident Institutional TempFund,
               0.95% .....................................    $  1,814,739
                                                              ------------
TOTAL INVESTMENTS
(Cost $193,438,129***) ........................   99.4%        213,326,273
OTHER ASSETS AND LIABILITIES (Net) ............    0.6%          1,084,406
                                                 -----        ------------
TOTAL NET ASSETS AVAILABLE TO COMMON
AND PREFERRED STOCK ...........................  100.0%++     $214,410,679
                                                 -----        ------------
MONEY MARKET CUMULATIVE PREFERREDTM
STOCK (MMP(TRADE MARK)) REDEMPTION VALUE                       (70,000,000)
ACCUMULATED UNDECLARED DISTRIBUTIONS
TO MMP(TRADE MARK)                                                (107,757)
                                                              ------------
TOTAL NET ASSETS AVAILABLE TO COMMON STOCK                    $144,302,922
                                                              ============

--------------
*    Securities  eligible for the Dividends  Received Deduction and distributing
     Qualified Dividend Income.
**   Securities distributing Qualified Dividend Income only.
***  Aggregate cost of securities held.
**** Securities exempt from  registration  under Rule 144A of the Securities Act
     of 1933.  These  securities  may by  resold  in  transactions  exempt  from
     registration to qualified institutional buyers.
+    Non-income producing.
++   The  percentage  shown for each  investment  category is the total value of
     that  category  as a  percentage  of net  assets  available  to Common  and
     Preferred Stock.

ABBREVIATIONS (Note 7):
PINES   -- Public Income Notes
QUIPS   -- Quarterly Income Preferred Securities
REIT    -- Real Estate Investment Trust
TOPRS   -- Trust Originated Preferred Securities
PFD.    -- Preferred Securities
PVT.    -- Private Placement Securities

Capital  Securities  are treated as debt  instruments  for  financial  statement
purposes and the amounts shown in the Shares/$ Par column are dollar  amounts of
par value.

    The accompanying notes are an integral part of the financial statements.

                                       13


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 2003
-----------------------------------------------------




                                                                            
ASSETS:
   Investments, at value (Cost $193,438,129)
     (See accompanying Portfolio of Investments) ................                 $213,326,273
   Receivable for Investments sold ..............................                      318,917
   Dividends and interest receivable ............................                    2,014,518
   Prepaid expenses .............................................                      109,388
                                                                                  ------------
           Total Assets .........................................                  215,769,096
LIABILITIES:
   Payable for securities purchased .............................    $1,000,000
   Dividends payable to Common Shareholders .....................       126,953
   Investment advisory fee payable ..............................        98,603
   Administration, Transfer Agent and Custodian fees
     and expenses payable .......................................        27,580
   Professional fees payable ....................................        59,681
   Directors' fees payable ......................................         3,271
   Accrued expenses and other payables ..........................        42,329
   Accumulated undeclared distributions to Money Market
     Cumulative Preferred(TRADE MARK) Stock .....................       107,757
                                                                     ----------
           Total Liabilities ....................................                    1,466,174
                                                                                  ------------
   MONEY MARKET CUMULATIVE PREFERRED(TRADE MARK) STOCK (700 SHARES
     OUTSTANDING) REDEMPTION VALUE ..............................                   70,000,000
                                                                                  ------------
NET ASSETS AVAILABLE TO COMMON STOCK ............................                 $144,302,922
                                                                                  ============
NET ASSETS AVAILABLE TO COMMON STOCK consist of:
   Undistributed net investment income ..........................                   $  356,326
   Accumulated net realized loss on investments sold ............                   (8,384,407)
   Unrealized appreciation of investments .......................                   19,888,144
   Par value of Common Stock ....................................                      114,610
   Paid-in capital in excess of par value of Common Stock .......                  132,328,249
                                                                                  ------------
           Total Net Assets Available to Common Stock ...........                 $144,302,922
                                                                                  ============

NET ASSET VALUE PER SHARE OF COMMON STOCK:
   Common Stock (11,461,050 shares outstanding) .................                 $      12.59
                                                                                  ============


    The accompanying notes are an integral part of the financial statements.

                                       14


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                                         STATEMENT OF OPERATIONS
                                            FOR THE YEAR ENDED NOVEMBER 30, 2003
                           -----------------------------------------------------




                                                                                        
INVESTMENT INCOME:
     Dividends ............................................................                   $11,054,535
     Interest .............................................................                     2,744,519
                                                                                              -----------
          Total Investment Income .........................................                    13,799,054

EXPENSES:
     Investment advisory fee ..............................................      $1,160,562
     Administrator's fee ..................................................         208,577
     Money Market Cumulative Preferred(TRADE MARK) Stock broker commissions
        and auction agent fees ............................................         190,189
     Professional fees ....................................................         111,677
     Insurance expense ....................................................         149,369
     Shareholder servicing agent fees and expenses ........................          82,026
     Directors' fees and expenses .........................................          72,993
     Custodian fees and expenses ..........................................          23,606
     Other ................................................................         117,306
                                                                                 ----------
          Total Expenses ..................................................                     2,116,305
                                                                                              -----------

NET INVESTMENT INCOME .....................................................                    11,682,749
                                                                                              -----------

REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
     Net realized gain on investments sold during the year ................                     2,447,429
     Change in unrealized appreciation of investments during the year .....                    18,626,279
                                                                                              -----------

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS ...........................                    21,073,708
                                                                                              -----------

DISTRIBUTIONS TO MONEY MARKET CUMULATIVE PREFERRED(TRADE MARK)
   STOCK SHAREHOLDERS:
     From net investment income (including changes in
        accumulated undeclared distributions) .............................                      (920,912)
                                                                                              -----------

NET INCREASE IN NET ASSETS TO COMMON STOCK RESULTING
   FROM OPERATIONS ........................................................                   $31,835,545
                                                                                              ===========


    The accompanying notes are an integral part of the financial statements.

                                       15


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
STATEMENTS OF CHANGES IN NET ASSETS
-----------------------------------------------------



                                                                                     YEAR ENDED          YEAR ENDED
                                                                                  NOVEMBER 30, 2003   NOVEMBER 30, 2002
                                                                                  -----------------   -----------------
                                                                                                  
OPERATIONS:
     Net investment income .....................................................    $ 11,682,749        $ 12,180,026
                                                                                    ------------        ------------
     Net realized gain/(loss) on investments sold during the period ............       2,447,429          (3,508,136)
     Change in net unrealized appreciation/(depreciation)
        of investments sold during the period ..................................      18,626,279          (6,414,650)
     Distributions to Money Market Cumulative Preferred(TRADE MARK) Stock
        Shareholders from net investment income, including changes in
        accumulated undeclared distributions ...................................        (920,912)         (1,243,631)
                                                                                    ------------        ------------
     Net increase in net assets resulting from operations ......................      31,835,545           1,013,609

DISTRIBUTIONS:
     Dividends paid from net investment income to Common Stock
        Shareholders ...........................................................     (11,222,895)        (10,296,991)
     Distributions paid from net realized capital gains to Common Stock
        Shareholders ...........................................................              --                  --
                                                                                    ------------        ------------

FUND SHARE TRANSACTIONS:
     Increase from Common Stock transactions ...................................       1,431,926           1,749,231
                                                                                    ------------        ------------

NET INCREASE/(DECREASE)IN NET ASSETS TO
     COMMONSTOCKFOR THE YEAR ...................................................      22,044,576          (7,534,151)

NET ASSETS AVAILABLETOCOMMONSTOCK:
     Beginning of year .........................................................     122,258,346         129,792,497
                                                                                    ------------        ------------
     End of year (including undistributed net investment
        income of $356,326 and $756,099, respectively) .........................    $144,302,922        $122,258,346
                                                                                    ============        ============


    The accompanying notes are an integral part of the financial statements.

                                       16


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                                            FINANCIAL HIGHLIGHTS

                          FOR A COMMON SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
                          ------------------------------------------------------
     Contained below is per share operating  performance  data, total investment
returns,  ratios to  average  net  assets  and  other  supplemental  data.  This
information  has  been  derived  from  information  provided  in  the  financial
statements and market price data for the Fund's shares.



                                                                                   YEAR ENDED NOVEMBER 30,
                                                                     ----------------------------------------------------
                                                                       2003       2002       2001       2000       1999
                                                                     --------   --------   --------   --------   --------
                                                                                                  
OPERATING PERFORMANCE:
Net asset value, beginning of period .............................   $  10.78   $  11.60   $  10.68   $  11.50   $  13.50
                                                                     --------   --------   --------   --------   --------
INVESTMENT OPERATIONS:
Net investment income ............................................       1.02       1.07       1.10       1.18       1.14
Net realized and unrealized gain/(loss) on investments ...........       1.85      (0.87)      0.89      (0.33)     (1.24)
DISTRIBUTIONS TO MMP(TRADE MARK)* SHAREHOLDERS:
From net investment income .......................................      (0.08)     (0.11)     (0.25)     (0.32)     (0.25)
From net realized capital gains ..................................         --         --         --      (0.02)     (0.09)
                                                                     --------   --------   --------   --------   --------
Total from investment operations. ................................       2.79       0.09       1.74       0.51      (0.44)
                                                                     --------   --------   --------   --------   --------
DISTRIBUTIONS TO COMMON SHAREHOLDERS:
From net investment income .......................................      (0.98)     (0.91)     (0.82)     (0.91)     (0.96)
From net realized capital gains ..................................         --         --         --      (0.42)     (0.60)
                                                                     --------   --------   --------   --------   --------
Total distributions ..............................................      (0.98)     (0.91)     (0.82)     (1.33)     (1.56)
                                                                     --------   --------   --------   --------   --------
Net asset value, end of period ...................................   $  12.59   $  10.78   $  11.60   $  10.68   $  11.50
                                                                     ========   ========   ========   ========   ========
Market value, end of period ......................................   $  13.51   $  11.72   $  11.27   $  9.563   $  10.50
                                                                     ========   ========   ========   ========   ========
Total investment return based on net asset value** ...............     26.57%      0.63%     16.97%      5.88%    (2.99)%
                                                                     ========   ========   ========   ========   ========
Total investment return based on market value** ..................     24.92%     12.61%     26.95%      3.80%    (7.12)%
                                                                     ========   ========   ========   ========   ========
RATIOS TO AVERAGE NET ASSETS AVAILABLE
  TO COMMON STOCK SHAREHOLDERS:
     Total net assets, end of period (in 000's) ..................   $144,303   $122,258   $129,792   $119,069   $128,200
     Operating expenses. .........................................       1.54%      1.56%      1.61%      1.59%      1.53%
     Net investment income*** ....................................       7.85%      8.67%      7.63%      7.93%      6.81%

---------------------------------------------------------------
SUPPLEMENTAL DATA:+
     Portfolio turnover rate. ....................................         28%        29%        41%        67%        64%
     Total net assets available to Common and Preferred Stock,
     end of period (in 000's) ....................................   $214,411   $192,361   $200,228   $189,666   $199,060
     Ratio of operating expenses to total average net assets
     available to Common and Preferred Stock .....................       1.02%      1.00%      1.03%      1.00%      1.01%


  *  Money Market Cumulative Preferred(TRADE MARK) Stock.
 **  Assumes reinvestment of  distributions  at the price obtained by the Fund's
     Dividend  Reinvestment Plan.
***  The net investment income  ratios reflect income net of operating  expenses
     and payments to MMP(TRADE MARK)* Shareholders.
  +  Information presented under heading  Supplemental  Data includes  MMP(TRADE
     MARK)*.



    The accompanying notes are an integral part of the financial statements.

                                       17



--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
FINANCIAL HIGHLIGHTS (CONTINUED)
-----------------------------------------------------
      The  table  below  sets out  information  with  respect  to  Money  Market
Cumulative Preferred(TRADE MARK) Stock currently outstanding.



                                                   INVOLUNTARY           AVERAGE
                                     ASSET         LIQUIDATING           MARKET
               TOTAL SHARES        COVERAGE        PREFERENCE             VALUE
     DATE     OUTSTANDING (1)    PER SHARE (3)    PER SHARE (2)    PER SHARE (1) & (2)
   --------   ---------------    -------------    -------------    -------------------
                                                            
   11/30/03        700             $306,301         $100,000            $100,000
   11/30/02        700              274,802          100,000             100,000
   11/30/01        700              286,040          100,000             100,000
   11/30/00        700              270,952          100,000             100,000
   11/30/99        700              284,371          100,000             100,000
   11/30/98        700              315,271          100,000             100,000


-----------------------------
(1) See Note 6.
(2) Excludes accumulated undeclared dividends.
(3) Calculated  by  subtracting  the Fund's  total  liabilities  (excluding  the
    MMP(TRADE  MARK)) from the Fund's total  assets and dividing  that amount by
    the number of MMP(TRADE MARK) shares outstanding.



    The accompanying notes are an integral part of the financial statements.

                                       18


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                                   NOTES TO FINANCIAL STATEMENTS
                           -----------------------------------------------------

1.   ORGANIZATION

     Flaherty & Crumrine  Preferred Income  Opportunity Fund  Incorporated  (the
"Fund"),  (formerly known as Preferred Income Opportunity Fund Incorporated) was
incorporated  as a Maryland  corporation  on December  10, 1991,  and  commenced
operations  on  February  13,  1992  as  a  diversified,  closed-end  management
investment  company under the  Investment  Company Act of 1940, as amended.  The
Fund's  investment  objective  is to provide its common  shareholders  with high
current income consistent with the preservation of capital.

2.   SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant  accounting policies consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
preparation of financial statements is in conformity with accounting  principles
generally  accepted in the United  States of America and requires  management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities in the financial  statements  and the reported  amounts of increases
and decreases in net assets from operations during the reporting period.  Actual
results could differ from those estimates.

     PORTFOLIO  VALUATION:  The net asset  value of the Fund's  Common  Stock is
determined  by the  Fund's  Administrator  no less  frequently  than on the last
business day of each week and month.  It is  determined by dividing the value of
the  Fund's  net  assets  available  to common  stock by the number of shares of
Common Stock  outstanding.  The value of the Fund's net assets  attributable  to
common  shares is deemed to equal the value of the Fund's  total assets less (i)
the Fund's liabilities,  (ii) the aggregate liquidation value of the outstanding
Money Market  Cumulative  Preferred(TRADE  MARK) Stock and (iii) accumulated and
unpaid  dividends on the  outstanding  Money Market  Cumulative  Preferred(TRADE
MARK) Stock.

     Securities listed on a national securities exchange are valued on the basis
of the last sale on such exchange on the day of  valuation,  except as described
hereafter.  In the absence of sales of listed securities and with respect to (a)
securities  for which the most recent  sale  prices are not deemed to  represent
fair  market  value  and  (b)  unlisted  securities  (other  than  money  market
instruments),  securities  are valued at the mean  between  the  closing bid and
asked  prices  when  quoted  prices  for  investments  are  readily   available.
Investments in over-the-counter  derivative  instruments,  such as interest rate
swaps and options thereon  ("swaptions")  are valued at the prices obtained from
the  broker/dealer or bank that is the counterparty to such instrument,  subject
to comparison of such valuation with a valuation  obtained from a  broker/dealer
or bank that is not a  counterparty  to the  particular  derivative  instrument.
Investments for which market  quotations are not readily  available or for which
management  determines  that the prices  are not  reflective  of current  market
conditions  are valued at fair value as determined in good faith by or under the
direction  of the  Board  of  Directors  of the  Fund,  including  reference  to
valuations of other  securities  which are  comparable in quality,  maturity and
type. Investments in money market instruments,  which mature in 60 days or less,
are valued at amortized  cost.  Investments  in Money Market Funds are valued at
the net asset value of such funds.

                                       19


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------------------

     SECURITIES TRANSACTIONS AND INVESTMENT INCOME:  Securities transactions are
recorded as of the trade date.  Realized gains and losses from  securities  sold
are  recorded  on the  identified  cost  basis.  Dividend  income is recorded on
ex-dividend  dates.  Interest income is recorded on the accrual basis.  The Fund
also amortizes premiums and accretes discounts on those fixed income securities,
including  capital  securities  and  bonds,  which  trade  and are  quoted on an
"accrued income" basis.

     The AICPA  Audit and  Accounting  Guide,  Audits of  Investment  Companies,
requires  that, for book  accounting  purposes,  the Fund amortize  premiums and
accrete discounts on those fixed-income securities,  such as capital securities,
which trade and are quoted on an "accrued  income"  basis.  Prior to December 1,
2001, the Fund was not required to amortize  premiums and accrete  discounts for
these  securities.  Adopting  these  accounting  principles has not affected the
Fund's net asset  value,  but  changes  the  classification  of certain  amounts
between  interest income and realized and unrealized  gain/loss in the Statement
of Operations.  The adoption of this principle was not material to the financial
statements.

     The Statements of Changes in Net Assets and Financial  Highlights for prior
periods have not been restated to reflect these changes in presentation.

     OPTIONS:  Upon the  purchase of an option by the Fund,  the total  purchase
price paid is recorded as an investment.  The market  valuation is determined as
set forth in the preceding portfolio valuation  paragraph.  When the Fund enters
into a closing sale  transaction,  the Fund will record a gain or loss depending
on the difference between the purchase and sale price. The risks associated with
purchasing  options and the maximum loss the Fund would incur are limited to the
purchase price originally paid.

     REPURCHASE  AGREEMENTS:   The  Fund  may  engage  in  repurchase  agreement
transactions. The Fund's investment adviser reviews and approves the eligibility
of the banks and dealers with which the Fund may enter into repurchase agreement
transactions.  The value of the collateral  underlying  such  transactions is at
least  equal at all times to the total  amount  of the  repurchase  obligations,
including interest.  The Fund maintains possession of the collateral through its
custodian and, in the event of counterparty  default,  the Fund has the right to
use the collateral to offset losses  incurred.  There is the possibility of loss
to the Fund in the event the Fund is delayed or prevented  from  exercising  its
rights to dispose of the collateral securities.

     DIVIDENDS AND  DISTRIBUTIONS TO  SHAREHOLDERS:  The Fund expects to declare
dividends on a monthly basis to  Shareholders  of Common Stock  ("Shareholder").
The  Shareholders  of Money Market  Cumulative  Preferred(TRADE  MARK) Stock are
entitled to receive cumulative cash dividends as declared by the Fund's Board of
Directors.  Distributions to Shareholders are recorded on the ex-dividend  date.
Any net realized short-term capital gains will be distributed to Shareholders at
least annually.  Any net realized  long-term capital gains may be distributed to
Shareholders  at least  annually or may be retained by the Fund as determined by
the Fund's Board of Directors. Capital gains retained by the Fund are subject to
tax at the capital gains corporate tax rate. Subject to the Fund's qualifying as
a regulated  investment company, any taxes paid by the Fund on such net realized
long-term gains may be used by the Fund's Shareholders as a credit against their
own tax liabilities.

                                       20


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                       NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           -----------------------------------------------------

     FEDERAL  INCOME  TAXES:  The Fund  intends  to  continue  to  qualify  as a
regulated investment company by complying with the requirements under subchapter
M of the Internal  Revenue  Code of 1986,  as amended,  applicable  to regulated
investment companies and intends to distribute  substantially all of its taxable
net  investment  income to its  shareholders.  Therefore,  no Federal income tax
provision is required.

     Income and capital gain  distributions  are determined and characterized in
accordance with income tax regulations which may differ from generally  accepted
accounting  principles.  These  differences  are  primarily due to (1) differing
treatments  of income and gains on  various  investment  securities  held by the
Fund,  including  timing  differences,  (2) the attribution of expenses  against
certain components of taxable  investment  income,  and (3) federal  regulations
requiring  proportionate  allocation  of  income  and  gains to all  classes  of
shareholders.

     Distributions  from net  realized  gains  for  book  purposes  may  include
short-term  capital  gains,  which  are  included  as  ordinary  income  for tax
purposes,   and  may  exclude   amortization  of  premium  on  "accrued  income"
securities, which are not reflected in ordinary income for tax purposes. The tax
character of distributions  paid,  including  changes in accumulated  undeclared
distributions  to  MMP(TRADE  MARK)  shareholders,  during  2003 and 2002 was as
follows:



                      DISTRIBUTIONS PAID IN FISCAL YEAR 2003         DISTRIBUTIONS PAID IN FISCAL YEAR 2002
                      --------------------------------------         --------------------------------------
                    ORDINARY INCOME    LONG-TERM CAPITAL GAINS     ORDINARY INCOME    LONG-TERM CAPITAL GAINS
                    ---------------    -----------------------     ---------------    -----------------------

                                                                                     
Common                $11,222,895               --                   $10,296,991                 --
Preferred             $   920,912               --                   $ 1,243,631                 --


     As of November 30, 2003, the components of  distributable  earnings  (i.e.,
ordinary income and capital gain/(loss)) available to Common and Preferred Stock
Shareholders, on a tax basis were as follows:



                               UNDISTRIBUTED    UNDISTRIBUTED            UNREALIZED
CAPITAL (LOSS) CARRYFORWARD   ORDINARY INCOME   LONG-TERM GAIN   APPRECIATION/(DEPRECIATION)
---------------------------   ---------------   --------------   ---------------------------

                                                               
       $(7,603,945)              $671,767            --                 $19,107,682


     At November 30, 2003, the composition of the Fund's $7,603,945  accumulated
realized  capital losses was  $5,163,910,  $982,343 and $1,457,692 in 2000, 2001
and 2002,  respectively.  These losses may be carried forward and offset against
any future capital gains through 2008, 2009 and 2010, respectively.

     EXCISE TAX: The Internal  Revenue  Code of 1986,  as amended,  imposes a 4%
nondeductible  excise tax on the Fund to the extent the Fund does not distribute
by the  end of  any  calendar  year  at  least  (1)  98% of the  sum of its  net
investment  income for that year and its capital gains (both long term and short
term) for its fiscal year and (2) certain  undistributed  amounts from  previous
years.  The Fund is subject to pay an estimated  $20,500 of Federal excise taxes
attributable  to calendar year 2003.  During the fiscal year ending November 30,
2003,  the Fund paid $10,293 of Federal  excise taxes  attributable  to calendar
year 2002.

                                       21


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------------------

3.   INVESTMENT ADVISORY FEE, DIRECTORS' FEES, ADMINISTRATION FEE, TRANSFER
     AGENT FEE AND CUSTODIAN FEE

     Flaherty  &  Crumrine  Incorporated  (the  "Adviser")  serves as the Fund's
investment adviser. The Fund pays the Adviser a monthly fee at an annual rate of
0.625% of the value of the Fund's average monthly total net assets  available to
Common  and  Preferred  Stock up to $100  million  and 0.50% of the value of the
Fund's average monthly total net assets  available to Common and Preferred Stock
in excess of $100 million.

     The Fund  currently  pays each  Director who is not a director,  officer or
employee of the Adviser a fee of $9,000 per annum,  plus $500 for each in-person
meeting of the Board of Directors or any committee  and $150 for each  telephone
meeting.  Effective October 17, 2003, the Audit Committee  Chairman will receive
an annual fee of $2,500. In addition,  the Fund will reimburse all Directors for
travel and out-of-pocket expenses incurred in connection with such meetings.

     PFPC  Inc.,  a member  of the PNC  Financial  Services  Group,  Inc.  ("PNC
Financial Services"),  serves as the Fund's Administrator and Transfer Agent. As
Administrator, PFPC Inc. calculates the net asset value of the Fund's shares and
generally assists in all aspects of the Fund's administration and operation.  As
compensation for PFPC Inc.'s services as Administrator,  the Fund paid PFPC Inc.
a monthly fee at an annual rate of 0.10% of the Fund's average monthly total net
assets  available  to Common and  Preferred  Stock  through  October  31,  2003.
Effective  November 1, 2003,  the fee  structure  changed to a monthly fee at an
annual  rate of 0.10% on the first $200  million of the  Fund's  average  weekly
total  managed  assets,  0.04% on the next $300  million of the  Fund's  average
weekly  total  managed  assets,  0.03% on the next $500  million  of the  Fund's
average weekly total managed assets and 0.02% on the Fund's average weekly total
managed assets above $1 billion.

     PFPC Inc. also serves as the Fund's Common Stock  servicing agent (transfer
agent), dividend-paying agent and registrar and, as compensation for PFPC Inc.'s
services  as such,  the Fund paid PFPC Inc. a fee at an annual  rate of 0.02% of
the Fund's  average  monthly total net assets  available to Common and Preferred
Stock plus certain  out-of-pocket  expenses through October 31, 2003.  Effective
November 1, 2003, the fee structure  changed to a fee at an annual rate of 0.02%
on the first $150 million of the Fund's average  weekly net assets  attributable
to common  shares,  0.01% on the next $350 million of the Fund's  average weekly
net assets attributable to common shares, 0.005% on the next $500 million of the
Fund's  average weekly net assets  attributable  to common shares and 0.0025% on
the Fund's  average  weekly net assets  attributable  to common  shares above $1
billion,  plus certain out of pocket  expenses.  For the purpose of  calculating
such fee, the Fund's  average  weekly net assets  attributable  to common shares
will be deemed to be the average  weekly  value of the Fund's total assets minus
the sum of the  Fund's  liabilities,  and  accumulated  dividends,  if  any,  on
Preferred  Stock.  For this  calculation,  the Fund's  liabilities are deemed to
INCLUDE the aggregate  liquidation  preference of any outstanding Fund preferred
shares.

     PFPC Trust Company  ("PFPC  Trust")  serves as the Fund's  Custodian.  PFPC
Trust is an indirect subsidiary of PNC Financial  Services.  As compensation for
PFPC Trust's  services as  custodian,  the Fund paid PFPC Trust a monthly fee at
the annual rate of 0.01% of the Fund's average monthly total net

                                       22


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                       NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           -----------------------------------------------------

assets  available  to Common and  Preferred  Stock  through  October  31,  2003.
Effective  November 1, 2003,  the fee  structure  changed to a monthly fee at an
annual  rate of 0.010% on the first $200  million of the Fund's  average  weekly
total  managed  assets,  0.008% on the next $300  million of the Fund's  average
weekly  total  managed  assets,  0.006% on the next $500  million  of the Fund's
average  weekly total  managed  assets and 0.005% on the Fund's  average  weekly
total managed assets above $1 billion.

4.   PURCHASES AND SALES OF SECURITIES

     Cost of purchases and proceeds from sales of securities  for the year ended
November 30, 2003, excluding short-term investments,  aggregated $61,522,402 and
$56,197,595, respectively.

     At November 30,  2003,  aggregate  gross  unrealized  appreciation  for all
securities  in which  there is an excess of value over tax cost was  $25,777,048
and aggregate gross unrealized depreciation for all securities in which there is
an excess of tax cost over value was $6,669,366.

5.   COMMON STOCK

     At November  30, 2003,  240,000,000  shares of $0.01 par value Common Stock
were authorized.

     Common Stock transactions were as follows:


                                                             YEAR ENDED                 YEAR ENDED
                                                              11/30/03                   11/30/02
                                                         ---------------------      ---------------------
                                                         SHARES         AMOUNT      SHARES         AMOUNT
                                                         ------         ------      ------         ------
                                                                                     
Issued as reinvestment of dividends under the
   Dividend Reinvestment and Cash Purchase Plan .....    119,617      $1,431,926    152,365      $1,749,231
                                                         -------      ----------    -------      ----------


6.   MONEY MARKET CUMULATIVE PREFERRED(TRADE MARK) STOCK (MMP(TRADE MARK))

     The Fund's  Articles  of  Incorporation  authorize  the  issuance  of up to
10,000,000  shares  of  $0.01  par  value  preferred  stock.  The  Money  Market
Cumulative Preferred(TRADE MARK) Stock is senior to the Common Stock and results
in the  financial  leveraging  of the Common  Stock.  Such  leveraging  tends to
magnify both the risks and opportunities to Common Stock Shareholders. Dividends
on shares of MMP(TRADE MARK) Stock are cumulative.

     The Fund is required to meet certain asset  coverage  tests with respect to
the MMP(TRADE MARK) Stock. If the Fund fails to meet these requirements and does
not correct  such  failure,  the Fund may be  required to redeem,  in part or in
full,  MMP(TRADE MARK) Stock at a redemption price of $100,000 per share plus an
amount equal to the accumulated and unpaid  dividends on such shares in order to
meet  these  requirements.  Additionally,  failure to meet the  foregoing  asset
requirements  could restrict the Fund's ability to pay dividends to Common Stock
Shareholders  and could lead to sales of  portfolio  securities  at  inopportune
times.

     Under  Emerging   Issues  Task  Force  (EITF)   promulgation   Topic  D-98,
CLASSIFICATION  AND  MEASUREMENT OF REDEEMABLE  SECURITIES,  which was issued on
July 19, 2001, preferred securities that are redeemable for cash or other assets
are to be classified outside of permanent equity to the extent

                                       23


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------------------

that the redemption is at a fixed or determinable price and at the option of the
holder or upon the  occurrence of an event that is not solely within the control
of the issuer.  Subject to the guidance of the EITF, the Fund's  MMP(TRADE MARK)
Stock,  which was previously  classified as a component of total net assets, has
been  reclassified  outside of permanent  equity (net assets available to common
stock) in the accompanying  financial  statements.  Prior year amounts have also
been  reclassified  to  conform  with  this  presentation.  The  impact  of this
reclassification  creates no change to the net assets  available to Common Stock
Shareholders.

     If the Fund allocates any net gains or income  ineligible for the Dividends
Received  Deduction to shares of the MMP(TRADE MARK) Stock, the Fund is required
to make additional distributions to MMP(TRADE MARK) Stock Shareholders or to pay
a higher dividend rate in amounts needed to provide a return,  net of tax, equal
to the return had such  originally  paid  distributions  been  eligible  for the
Dividends Received  Deduction.  Net assets available to MMP(TRADE MARK) Stock at
November 30, 2003 included an accrued  additional  distribution of $38,068.  The
amount  subsequently  calculated  and then  paid to the  MMP(TRADE  MARK)  Stock
Shareholders  for the fiscal year ended  November 30, 2003 was $36,841 (See Note
11 - "Subsequent Events.")

     Estimates of additional  distributions payable to MMP(TRADE MARK) Stock are
accrued on a regular basis in advance of  declaration.  The amount of additional
distributions payable for any year may be highly uncertain and will not be known
until after a fiscal year has been completed.

     An auction of the  MMP(TRADE  MARK) Stock is generally  held every 49 days.
Existing  shareholders  may submit an order to hold,  bid or sell such shares at
par value on each auction  date.  MMP(TRADE  MARK) Stock  Shareholders  may also
trade shares in the secondary market between auction dates.

     At November 30, 2003, 700 shares of MMP(TRADE MARK) Stock were  outstanding
at the annual rate of 1.12%.  The dividend rate, as set by the auction  process,
is generally  expected to vary with short-term  interest rates.  These rates may
vary in a manner  unrelated to the income  received on the Fund's assets,  which
could have either a beneficial or detrimental  impact on net  investment  income
and gains  available  to Common  Stock  Shareholders.  While the Fund expects to
structure its portfolio  holdings and hedging  transactions to lessen such risks
to Common Stock  Shareholders,  there can be no assurance that such results will
be attained.

7.   PORTFOLIO INVESTMENTS, CONCENTRATION AND INVESTMENT QUALITY

     The Fund invests primarily in traditional DRD-eligible preferred securities
(i.e.,  adjustable and fixed rate  preferred and preference  stocks) and similar
hybrid,  i.e.,  fully  taxable,   preferred  securities.   Under  normal  market
conditions,  at least 80% of the value of the Fund's net assets will be invested
in preferred securities.  Also, under normal market conditions, the Fund invests
at least 25% of its assets in  securities  issued by utilities and a significant
percentage,  but no  more  than  25% of its  assets,  in  securities  issued  by
companies  in the  banking  industry.  Because  of the Fund's  concentration  of
investments  in the utility  industry  and  significant  holdings in the banking
industry,  the ability of the fund to maintain its dividend and the value of the
Fund's  investments  could be adversely  affected by the  possible  inability of
companies in

                                       24


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                       NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           -----------------------------------------------------

these  industries  to pay  dividends  and interest on their  securities  and the
ability of holders of securities of such companies to realize any value from the
assets of the issuer upon liquidation or bankruptcy.

     The Fund may  invest  up to 25% of its  assets at the time of  purchase  in
securities rated below investment grade. These securities must be rated at least
either "Ba3" by Moody's Investors Service, Inc. or "BB-" by Standard & Poor's or
judged to be  comparable  in quality,  in either  case at the time of  purchase;
however,  these  securities must be issued by an issuer having a class of senior
debt rated investment grade  outstanding.  The percentage  limitation was raised
from 15% by the Fund's Board of Directors at its regular  board meeting on April
19, 2002.

     The Fund may invest up to 15% of its  assets in common  stocks  and,  under
normal market conditions, up to 20% of its assets in debt securities. Certain of
its investments in hybrid, i.e., fully taxable,  preferred  securities,  such as
TOPrS,  TIPS, QUIPS,  MIPS, QUIDS,  QUICS,  QIB's,  STOPS,  CorTS, REIT, Capital
Securities,  and other  similar or related  investments,  will be subject to the
foregoing  20%  limitation  to the  extent  that,  in the  opinion of the Fund's
Investment  Adviser,  such  investments  are  deemed  to  be  debt-like  in  key
characteristics.  Typically,  a security will not be considered debt-like (a) if
an issuer  can defer  payment  of income  for  eighteen  months or more  without
triggering  an event of  default  and (b) if such  issue is a junior  and  fully
subordinated liability of an issuer or its ultimate guarantor.

8.   SPECIAL INVESTMENT TECHNIQUES

     The Fund may employ certain  investment  techniques in accordance  with its
fundamental  investment  policies.  These may include the use of when-issued and
delayed delivery transactions.  Securities purchased or sold on a when-issued or
delayed  delivery  basis may be  settled  within  45 days  after the date of the
transaction.  Such  transactions  may  expose  the  Fund to  credit  and  market
valuation  risk  greater than that  associated  with  regular  trade  settlement
procedures.  The Fund may also enter into  transactions,  in accordance with its
fundamental investment policies,  involving any or all of the following: lending
of portfolio securities, short sales of securities,  futures contracts, interest
rate swaps,  options on futures contracts,  options on securities and swaptions.
As  in  the  case  of  when-issued  securities,   the  use  of  over-the-counter
derivatives,  such as interest rate swaps and swaptions,  may expose the Fund to
greater  credit,  operations,  and  market  value  risk  than is the  case  with
regulated, exchange traded futures and options. With the exception of purchasing
securities  on a  when-issued  or delayed  delivery  basis or lending  portfolio
securities,  these  transactions  are used  for  hedging  or  other  appropriate
risk-management  purposes or, under  certain  other  circumstances,  to increase
income.  As of November  30, 2003,  the Fund owned put options on U.S.  Treasury
bond futures  contracts.  No assurance can be given that such  transactions will
achieve their desired purposes or will result in an overall reduction of risk to
the Fund.

                                       25


                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
   Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated:

     We have audited the  accompanying  statement of assets and  liabilities  of
Flaherty & Crumrine  Preferred Income  Opportunity Fund Incorporated  (formerly,
Preferred Income Opportunity Fund Incorporated),  including the fund's portfolio
of investments, as of November 30, 2003, and the related statement of operations
for the year then  ended,  statement  of  changes  in net assets for each of the
years in the two-year period then ended and financial highlights for each of the
years in the  three-year  period  then ended.  These  financial  statements  and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform our audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities  owned as of November 30, 2003 by  correspondence  with the custodian
and  brokers.  As to  securities  purchased  or sold  but not  yet  received  or
delivered,  we performed other appropriate  auditing  procedures.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Flaherty  &  Crumrine  Preferred  Income  Opportunity  Fund  Incorporated  as of
November  30,  2003,  the  results of its  operations  for the year then  ended,
changes  in its net  assets for each of the years in the  two-year  period  then
ended and financial  highlights for each of the years in the  three-year  period
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.


/S/ KPMG LLP


Boston, Massachusetts
January 16, 2004

                                       26


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                       SUPPLEMENTARY TAX INFORMATION (UNAUDITED)
                           -----------------------------------------------------

     For Fiscal 2003, the  distributions  attributable  both to Common Stock and
MMPTM are  characterized  as follows for purposes of Federal  income taxes:  for
individual  investors,  84.99%  consisted of Qualified  Dividend  Income ("QDI")
eligible  for the  maximum  15%  personal  tax rate while  15.01%  consisted  of
ordinary income taxable at regular personal tax rates. For corporate  investors,
84.59% consisted of income eligible for the  inter-corporate  Dividends Received
Deduction  ("DRD") while 15.41%  consisted of ordinary income taxable at regular
corporate rates.

     For Calendar 2003, the  distributions to Common Stock are  characterized as
follows for purposes of Federal income taxes: for individual  investors,  84.39%
consisted  of Qualified  Dividend  Income  ("QDI")  eligible for the maximum 15%
personal tax rate while 15.61%  consisted of ordinary  income taxable at regular
personal tax rates. For corporate investors, 83.99% consisted of income eligible
for the  inter-corporate  Dividends  Received  Deduction  ("DRD")  while  16.01%
consisted of ordinary income taxable at regular corporate rates.

                                       27


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
ADDITIONAL INFORMATION (UNAUDITED)
-----------------------------------------------------

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

     Under the Fund's Dividend Reinvestment and Cash Purchase Plan (the "Plan"),
a  shareholder  whose Common Stock is  registered  in his own name will have all
distributions  reinvested  automatically  by PFPC Inc.  as agent under the Plan,
unless the  shareholder  elects to receive cash.  Distributions  with respect to
shares  registered in the name of a broker-dealer  or other nominee (that is, in
"street  name") may be reinvested by the broker or nominee in additional  shares
under the Plan,  but only if the  service is  provided by the broker or nominee,
unless the shareholder  elects to receive  distributions  in cash. A shareholder
who holds Common Stock  registered  in the name of a broker or other nominee may
not be able to  transfer  the  Common  Stock to another  broker or  nominee  and
continue to participate in the Plan.  Investors who own Common Stock  registered
in street  name should  consult  their  broker or nominee for details  regarding
reinvestment.

     The number of shares of Common Stock  distributed  to  participants  in the
Plan in lieu of a cash dividend is determined in the following manner.  Whenever
the market price per share of the Fund's Common Stock is equal to or exceeds the
net asset value per share on the valuation  date,  participants in the Plan will
be issued new shares  valued at the higher of net asset value or 95% of the then
current market value. Otherwise,  PFPC Inc. will buy shares of the Fund's Common
Stock in the open market,  on the New York Stock  Exchange or  elsewhere,  on or
shortly after the payment date of the dividend or  distribution  and  continuing
until the  ex-dividend  date of the Fund's next  distribution  to holders of the
Common Stock or until it has expended  for such  purchases  all of the cash that
would otherwise be payable to the  participants.  The number of purchased shares
that will then be credited to the  participants'  accounts  will be based on the
average per share purchase price of the shares so purchased, including brokerage
commissions.  If PFPC Inc.  commences  purchases in the open market and the then
current  market price of the shares (plus any estimated  brokerage  commissions)
subsequently  exceeds their net asset value most recently  determined before the
completion of the  purchases,  PFPC Inc. will attempt to terminate  purchases in
the  open  market  and  cause  the  Fund to  issue  the  remaining  dividend  or
distribution  in shares.  In this case,  the  number of shares  received  by the
participant  will be based on the  weighted  average  of prices  paid for shares
purchased  in the  open  market  and the  price at which  the  Fund  issues  the
remaining  shares.  These  remaining  shares  will be  issued by the Fund at the
higher of net asset value or 95% of the then current market value.

     Plan  participants are not subject to any charge for reinvesting  dividends
or capital gains  distributions.  Each Plan participant  will,  however,  bear a
proportionate  share of  brokerage  commissions  incurred  with  respect to PFPC
Inc.'s open market purchases in connection with the reinvestment of dividends or
capital  gains distributions.  For the period ended November 30,  2003,  $926 in
brokerage commissions were incurred.

                                       28


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                  ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
                           -----------------------------------------------------

     The automatic  reinvestment  of dividends  and capital gains  distributions
will not relieve Plan  participants of any income tax that may be payable on the
dividends or capital  gains  distributions.  A  participant  in the Plan will be
treated for Federal  income tax  purposes as having  received,  on the  dividend
payment date, a dividend or distribution in an amount equal to the cash that the
participant could have received instead of shares.

     In addition to acquiring shares of Common Stock through the reinvestment of
cash dividends and  distributions,  a shareholder may invest any further amounts
from $100 to $3,000  semi-annually  at the then  current  market price in shares
purchased  through the Plan.  Such  semi-annual  investments  are subject to any
brokerage commission charges incurred by PFPC Inc. under the Plan.

     A  shareholder  whose Common Stock is registered in his or her own name may
terminate  participation  in the  Plan at any time by  notifying  PFPC  Inc.  in
writing,  by completing  the form on the back of the Plan account  statement and
forwarding it to PFPC Inc. or by calling PFPC Inc. directly.  A termination will
be  effective  immediately  if notice is received by PFPC Inc.  not less than 10
days before any dividend or distribution record date. Otherwise, the termination
will be  effective,  and  only  with  respect  to any  subsequent  dividends  or
distributions,  on the first day after the  dividend  or  distribution  has been
credited to the  participant's  account in additional  shares of the Fund.  Upon
termination and according to a participant's instructions, PFPC Inc. will either
(a) issue  certificates for the whole shares credited to the shareholder's  Plan
account and a check representing any fractional shares or (b) sell the shares in
the market.  Shareholders  who hold  common  stock  registered  in the name of a
broker or other  nominee  should  consult  their  broker or nominee to terminate
participation.

     The  Plan  is  described  in  more  detail  in the  Fund's  Plan  brochure.
Information   concerning   the  Plan  may  be   obtained   from  PFPC  Inc.   at
1-800-331-1710.

PROXY VOTING POLICIES

     The Fund's proxy voting  policies and  procedures are available (i) without
charge,  upon request,  by calling the Fund's transfer agent at  1-800-331-1710,
(ii)  on  the  Fund's  website  at  www.preferredincome.com  and  (iii)  on  the
Securities and Exchange Commission's website at www.sec.gov.

PORTFOLIO MANAGEMENT TEAM

     In managing the  day-to-day  operations of the Fund,  the Adviser relies on
the  expertise  of its team of money  management  professionals,  consisting  of
Messrs.  Crumrine,  Ettinger,  Stimes,  Stone  and  Chadwick.  The  professional
backgrounds  of  each  member  of  the  management  team  are  included  in  the
"Information about Fund Directors and Officers" section of this report beginning
on page 31.

                                       29


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
-----------------------------------------------------

SUBSEQUENT EVENTS

     As a result of the income realized by the Fund that did not qualify for the
inter-corporate   Dividends   Received  Deduction  ("DRD"),  a  portion  of  the
distributions paid to the Fund's Money Market Cumulative  Preferred(TRADE  MARK)
Stock  shareholders  from  January 1, 2003  through  November  30, 2003 has been
designated as being non-DRD  income,  as required by Internal  Revenue  Services
Ruling 89-81, with respect to the Internal Revenue Code of 1986, as amended.  On
December 22, 2003,  the Fund  declared an  additional  distribution  of $36,841,
payable  December 24, 2003,  to Money Market  Cumulative  Preferred(TRADE  MARK)
Stock  shareholders as required by the Fund's Articles  Supplementary  (See Note
6.)

                                       30


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                  ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
                           -----------------------------------------------------

INFORMATION ABOUT FUND DIRECTORS AND OFFICERS
     The business and affairs of the Fund are managed under the direction of the
Fund's Board of Directors.  Information pertaining to the Directors and officers
of the Fund is set forth below.



                                                               PRINCIPAL      NUMBER OF FUNDS
                                         TERM OF OFFICE      OCCUPATION(S)    IN FUND COMPLEX
NAME, ADDRESS,            POSITION(S)     AND LENGTH OF       DURING PAST        OVERSEEN       OTHER DIRECTORSHIPS
AND AGE                  HELD WITH FUND   TIME SERVED*        FIVE YEARS        BY DIRECTOR       HELD BY DIRECTOR
--------------           --------------  --------------      -------------    ---------------   -------------------
                                                                                
NON-INTERESTED
DIRECTORS:
--------------

MARTIN BRODY                Director    Class I Director   Retired                    4        Director, Jaclyn, Inc.
c/o HMK Associates                         since 1992                                          (luggage and
30 Columbia Turnpike                                                                           accessories). Director
Florham Park, NJ 07932                                                                         Emeritus, Smith Barney
Age: 82                                                                                        Mutual Funds (18 Funds).
                                                                                               Flaherty & Crumrine
                                                                                               Preferred Income Fund,
                                                                                               Flaherty & Crumrine/Claymore
                                                                                               Preferred Securities
                                                                                               Income Fund and Flaherty &
                                                                                               Crumrine/Claymore Total
                                                                                               Return Fund.

DAVID GALE                  Director    Class I Director   President & CEO of         4        Director, Golden State
Delta Dividend Group, Inc.                 since 1997      Delta Dividend                      Vintners, Inc. (wine
220 Montgomery Street                                      Group, Inc. (investments).          pressing). Flaherty &
Suite 426                                                                                      Crumrine Preferred Income
San Francisco, CA 94104                                                                        Fund, Flaherty &Crumrine/
Age: 54                                                                                        Claymore Preferred
                                                                                               Securities Income Fund
                                                                                               and Flaherty & Crumrine/
                                                                                               Claymore Total Return
                                                                                               Fund.


-----------------------------
*   The Fund's  Board of Directors  is divided  into three  classes,  each class
    having a term of three  years.  Each  year the term of  office  of one class
    expires and the  successor or  successors  elected to such class serve for a
    three year term. The three year term for each class expires as follows:
                                 CLASS I DIRECTORS - three year term  expires at
                                 the Fund's 2006 Annual Meeting of Shareholders;
                                 directors  may  continue in office  until their
                                 successors  are  duly  elected  and  qualified.
                                 CLASS II DIRECTORS - three year term expires at
                                 the Fund's 2004 Annual Meeting of Shareholders;
                                 directors  may  continue in office  until their
                                 successors  are  duly  elected  and  qualified.
                                 CLASS III  DIRECTORS - three year term  expires
                                 at  the   Fund's   2005   Annual   Meeting   of
                                 Shareholders;  directors may continue in office
                                 until  their  successors  are duly  elected and
                                 qualified.



                                       31


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
-----------------------------------------------------



                                                               PRINCIPAL      NUMBER OF FUNDS
                                         TERM OF OFFICE      OCCUPATION(S)    IN FUND COMPLEX
NAME, ADDRESS,            POSITION(S)     AND LENGTH OF       DURING PAST        OVERSEEN       OTHER DIRECTORSHIPS
AND AGE                  HELD WITH FUND   TIME SERVED*        FIVE YEARS        BY DIRECTOR       HELD BY DIRECTOR
--------------           --------------  --------------      -------------    ---------------   -------------------
                                                                                
NON-INTERESTED
DIRECTORS:
--------------

MORGAN GUST+                Director    Class III Director From March 2002,           4        Flaherty & Crumrine
Giant Industries, Inc.                     since 1992      President of Giant                  Preferred Income Fund,
23733 N. Scottsdale Road                                   Industries, Inc.                    Flaherty & Crumrine/
Scottsdale, AZ 85255                                       (petroleum refining                 Claymore Preferred
Age: 56                                                    and marketing); and                 Securities Income Fund
                                                           for more than five                  and Flaherty &Crumrine/
                                                           years prior thereto,                Claymore Total Return
                                                           Executive Vice                      Fund.
                                                           President, and various
                                                           other Vice President
                                                           positions at Giant
                                                           Industries, Inc.

ROBERT F. WULF              Director   Class II Director   Financial Consultant;      4        Flaherty & Crumrine
3560 Deerfield Drive South                 since 1992      Trustee, University of              Preferred Income Fund,
Salem, OR 97302                                            Oregon Foundation;                  Flaherty & Crumrine/
Age: 66                                                    Trustee, San Francisco              Claymore Preferred
                                                           Theological Seminary.               Securities Income Fund
                                                                                               and Flaherty &Crumrine/
                                                                                               Claymore Total Return
                                                                                               Fund.


------------------------------
*   The Fund's  Board of Directors  is divided  into three  classes,  each class
    having a term of three  years.  Each  year the term of  office  of one class
    expires and the  successor or  successors  elected to such class serve for a
    three year term. The three year term for each class expires as follows:
                                 CLASS I DIRECTORS - three year term  expires at
                                 the Fund's 2006 Annual Meeting of Shareholders;
                                 directors  may  continue in office  until their
                                 successors  are  duly  elected  and  qualified.
                                 CLASS II DIRECTORS - three year term expires at
                                 the Fund's 2004 Annual Meeting of Shareholders;
                                 directors  may  continue in office  until their
                                 successors  are  duly  elected  and  qualified.
                                 CLASS III  DIRECTORS - three year term  expires
                                 at  the   Fund's   2005   Annual   Meeting   of
                                 Shareholders;  directors may continue in office
                                 until  their  successors  are duly  elected and
                                 qualified.

+ As a  Director,  represents  holders  of shares  of the  Fund's  Money  Market
Cumulative Preferred(TRADE MARK) Stock.



                                       32


--------------------------------------------------------------------------------
                           Flaherty & Crumrine Preferred Income Opportunity Fund
                                  ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
                           -----------------------------------------------------



                                                               PRINCIPAL      NUMBER OF FUNDS
                                         TERM OF OFFICE      OCCUPATION(S)    IN FUND COMPLEX
NAME, ADDRESS,            POSITION(S)     AND LENGTH OF       DURING PAST        OVERSEEN       OTHER DIRECTORSHIPS
AND AGE                  HELD WITH FUND   TIME SERVED*        FIVE YEARS        BY DIRECTOR       HELD BY DIRECTOR
--------------           --------------  --------------      -------------    ---------------   -------------------
                                                                                
INTERESTED
DIRECTORS:
----------

DONALD F. CRUMRINE+, ++    Director,   Class II Director   Chairman of the Board,     4        Flaherty & Crumrine
301 E. Colorado Boulevard   Chairman       since 1992      Director of Flaherty &              Preferred Income Fund,
Suite 720                 of the Board                     Crumrine.                           Flaherty & Crumrine/
Pasadena, CA 91101         and Chief                                                           Claymore Preferred
Age: 56                 Executive Officer                                                      Securities Income Fund
                                                                                               and Flaherty &Crumrine/
                                                                                               Claymore Total Return
                                                                                               Fund.

ROBERT M. ETTINGER++       Director,   Class III Director  President and Director     2        Flaherty & Crumrine
301 E. Colorado Boulevard   President      since 2002      of Flaherty & Crumrine.             Preferred Income Fund.
Suite 720
Pasadena, CA 91101
Age: 45

OFFICERS:
---------

PETER C. STIMES         Chief Financial    Since 1992      Vice President of         --                 --
301 E. Colorado Boulevard   Officer,                       Flaherty & Crumrine.
Suite 720                    Chief
Pasadena, CA 91101         Accounting
Age: 48                   Officer, Vice
                            President,
                            Treasurer,
                          and Assistant
                            Secretary


---------------------------
*   The Fund's  Board of Directors  is divided  into three  classes,  each class
    having a term of three  years.  Each  year the term of  office  of one class
    expires and the  successor or  successors  elected to such class serve for a
    three year term. The three year term for each class expires as follows:
                                 CLASS I DIRECTORS - three year term  expires at
                                 the Fund's 2006 Annual Meeting of Shareholders;
                                 directors  may  continue in office  until their
                                 successors  are  duly  elected  and  qualified.
                                 CLASS II DIRECTORS - three year term expires at
                                 the Fund's 2004 Annual Meeting of Shareholders;
                                 directors  may  continue in office  until their
                                 successors  are  duly  elected  and  qualified.
                                 CLASS III  DIRECTORS - three year term  expires
                                 at  the   Fund's   2005   Annual   Meeting   of
                                 Shareholders;  directors may continue in office
                                 until  their  successors  are duly  elected and
                                 qualified.

+ As a  Director,  represents  holders  of shares  of the  Fund's  Money  Market
Cumulative Preferred(TRADE MARK) Stock.

++ "Interested  person" of the Fund as defined in the Investment  Company Act of
1940. Messrs.  Crumrine and Ettinger are each considered an "interested  person"
because of their affiliation with Flaherty & Crumrine Incorporated which acts as
the Fund's investment adviser.



                                       33


--------------------------------------------------------------------------------
Flaherty & Crumrine Preferred Income Opportunity Fund
ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
-----------------------------------------------------



                                                               PRINCIPAL      NUMBER OF FUNDS
                                         TERM OF OFFICE      OCCUPATION(S)    IN FUND COMPLEX
NAME, ADDRESS,            POSITION(S)     AND LENGTH OF       DURING PAST        OVERSEEN       OTHER DIRECTORSHIPS
AND AGE                  HELD WITH FUND   TIME SERVED*        FIVE YEARS        BY DIRECTOR       HELD BY DIRECTOR
--------------           --------------  --------------      -------------    ---------------   -------------------
                                                                                
OFFICERS:
---------

BRADFORD S. STONE        Vice President       Since        Since May 2003, Vice      --                 --
392 Springfield Avenue    and Assistant     July 2003      President of Flaherty &
Mezzanine Suite             Treasurer                      Crumrine; from June
Summit, NJ 07901                                           2001 to April 2003,
Age: 44                                                    Director of US Market
                                                           Strategy at Barclays
                                                           Capital; from February
                                                           1987 to June 2001,
                                                           Vice President of
                                                           Goldman, Sachs &
                                                           Company as Director
                                                           of US Interest Rate
                                                           Strategy and,
                                                           previously, Vice
                                                           President of Interest
                                                           Rate Product Sales.

R. ERIC CHADWICK         Vice President,      Since        Since August 2001,        --                 --
301 E. Colorado Boulevard  Secretary       October 2002    Vice President of
Suite 720                 and Assistant                    Flaherty & Crumrine,
Pasadena, CA 91101          Treasurer                      from January 1997
Age: 28                                                    through November 1998,
                                                           portfolio manager of
                                                           Koch Industries, Inc.


                                       34


                      [This page intentionally left blank]



DIRECTORS
   Martin Brody
   Donald F. Crumrine, CFA
   Robert M. Ettinger, CFA
   David Gale
   Morgan Gust
   Robert F. Wulf, CFA

OFFICERS
   Donald F. Crumrine, CFA
     Chairman of the Board
     and Chief Executive Officer
   Robert M. Ettinger, CFA
     President
   Peter C. Stimes, CFA
     Chief Financial Officer,
     Chief Accounting Officer,
     Vice President, Treasurer,
     and Assistant Secretary
   Bradford S. Stone
     Vice President and
     Assistant Treasurer
   R. Eric Chadwick, CFA
     Vice President, Secretary and
     Assistant Treasurer

   INVESTMENT ADVISER
   Flaherty & Crumrine Incorporated
   e-mail: flaherty@fin-mail.com

QUESTIONS CONCERNING YOUR SHARES OF FLAHERTY &
   CRUMRINE PREFERRED INCOME OPPORTUNITY FUND?
   o If your shares are held in a brokerage
     Account, contact your broker.
   o If you have physical possession of your shares
     in certificate form, contact the Fund's Transfer
     Agent & Shareholder Servicing Agent --
               PFPC Inc.
               P.O. Box 43027
               Providence, RI 02940-3027
               1-800-331-1710

THIS REPORT IS SENT TO  SHAREHOLDERS  OF  FLAHERTY  &CRUMRINE  PREFERRED  INCOME
OPPORTUNITY  FUND FOR THEIR  INFORMATION.  IT IS NOT A  PROSPECTUS,  CIRCULAR OR
REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF SHARES OF THE FUND OR
OF ANY SECURITIES MENTIONED IN THIS REPORT.

                                 [LOGO OMITTED]
                              FLAHERTY & CRUMRINE
                                   PREFERRED
                                     INCOME
                                  OPPORTUNITY
                                      FUND

                                     ANNUAL
                                     REPORT

                                NOVEMBER 30, 2003


                        web site: www.preferredincome.com




ITEM 2. CODE OF ETHICS.

     (a) The registrant, as of the end of the period covered by this report, has
         adopted a code of ethics  that  applies to the  registrant's  principal
         executive officer,  principal financial officer,  principal  accounting
         officer  or  controller,   or  persons  performing  similar  functions,
         regardless of whether these  individuals are employed by the registrant
         or a third party.


     (b) There  have been no  amendments,  during  the  period  covered  by this
         report,  to a  provision  of the code of  ethics  that  applies  to the
         registrant's principal executive officer,  principal financial officer,
         principal  accounting  officer or  controller,  or  persons  performing
         similar functions, regardless of whether these individuals are employed
         by the registrant or a third party,  and that relates to any element of
         the code of ethics description.


     (c) The  registrant  has not granted  any  waivers,  including  an implicit
         waiver,  from a  provision  of the code of ethics  that  applies to the
         registrant's principal executive officer,  principal financial officer,
         principal  accounting  officer or  controller,  or  persons  performing
         similar functions, regardless of whether these individuals are employed
         by the registrant or a third party,  that relates to one or more of the
         items set forth in paragraph (b) of this item's instructions.


ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by the report, the registrant's board of
directors has determined that David Gale and Robert F. Wulf are each qualified
to serve as an audit committee financial expert serving on its audit committee
and that they both are "independent," as defined by the Securities and Exchange
Commission.


ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.



ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.



ITEM 6. [RESERVED]




ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
        MANAGEMENT INVESTMENT COMPANIES.

                FLAHERTY & CRUMRINE INCORPORATED (THE "ADVISER")
             POLICIES AND PROCEDURES FOR VOTING PROXIES FOR CLIENTS

  (The definition of clients includes Flaherty & Crumrine Preferred Income Fund
      Incorporated, Flaherty & Crumrine Preferred Income Opportunity Fund
  Incorporated, Flaherty & Crumrine/Claymore Preferred Securities Income Fund
 Incorporated, and Flaherty & Crumrine/Claymore Total Return Fund Incorporated
                          - collectively, the "Funds")


     PURPOSE
     -------
     These Policies and Procedures are designed to satisfy the Adviser's duties
     of care and loyalty to its clients with respect to monitoring corporate
     events and exercising proxy authority in the best interests of such
     clients.

     In connection with this objective, these Policies and Procedures are
     designed to deal with potential complexities which may arise in cases where
     the Adviser's interests conflict or appear to conflict with the interests
     of its clients.

     These Policies and Procedures are also designed to communicate with clients
     the methods and rationale whereby the Adviser exercises proxy authority.

     This document is available to any client or Fund shareholder upon request
     and the Adviser will make available to such clients and Fund shareholders
     the record of the Adviser's votes promptly upon request and to the extent
     required by Federal law and regulations.1


     FUNDAMENTAL STANDARD
     --------------------
     The Adviser will be guided by the principle that, in those cases where it
     has discretion, it is bound to vote proxies and take such other corporate
     actions consistent with the interest of its clients with regard to the
     objective of wealth maximization.


     GENERAL
     -------
     The Adviser has divided its discussion in this document into two major
     categories: voting with respect to common stock and voting with respect to
     senior equity, e.g., preferred stock and similar securities. In those
     events where the Adviser may have to take action with respect to debt, such
     as in the case of amendments of covenants or in the case of default,
     bankruptcy, reorganization, etc., the

--------
1  This will include Fund web site reporting of proxy votes on Form N-PX
         no later than 8/31/2004 for the twelve month period ended 6/30/2004.



     Adviser will apply the same principles as would apply to common or
     preferred stock, MUTATIS MUTANDIS.

     These Policies and Procedures apply only where the client has granted
     discretionary authority with respect to proxy voting of an issuer. Where
     the Adviser does not have authority, it will keep appropriate written
     records evidencing that such discretionary authority has not been granted.

     The Adviser may choose not to keep written copies of proxy materials that
     are subject to SEC regulation and maintained in the SEC's EDGAR database.
     In other instances, the Adviser will keep appropriate written records in
     its files or in reasonably accessible storage.

     Similarly, the Adviser will keep in its files, or reasonably accessible
     storage, work papers and other materials that were significant to the
     Adviser in making a decision how to vote.

     For purposes of decision making, the Adviser will assume that each ballot
     for which it casts votes is the only security of an issuer held by the
     client. Thus, when casting votes where the Adviser may have discretionary
     authority with regard to several different securities of the same issuer,
     it may vote securities "in favor" for those securities or classes where the
     Adviser has determined the matter in question to be beneficial while, at
     the same time, voting "against" for those securities or classes where the
     Adviser has determined the matter to be adverse. Such cases occasionally
     arise, for example, in those instances where a vote is required by both
     common and preferred shareholders, voting as separate classes, for a change
     in the terms regarding preferred stock issuance.

     The Adviser will reach its voting decisions independently, after
     appropriate investigation. It does not generally intend to delegate its
     decision making or to rely on the recommendations of any third party,
     although it may take such recommendations into consideration. The Adviser
     may consult with such other experts, such as CPA's, investment bankers,
     attorneys, etc., as it regards necessary to help it reach informed
     decisions.

     Absent good reason to the contrary, the Adviser will generally give
     substantial weight to management recommendations regarding voting. This is
     based on the view that management is usually in the best position to know
     which corporate actions are in the best interests of common shareholders as
     a whole.

     With regard to those shareholder-originated proposals which are typically
     described as "social, environmental, and corporate responsibility" matters,
     the Adviser will typically give weight to management's recommendations and
     vote against such shareholder proposals, particularly if the adoption of
     such proposals would bring about burdens or costs not borne by those of the
     issuer's competitors.

     In cases where the voting of proxies would not justify the time and costs
     involved, the Adviser may refrain from voting. From the individual client's
     perspective, this would most typically come about in the case of small
     holdings, such as might arise in connection with spin-offs or other
     corporate reorganizations. From the perspective of the Adviser's
     institutional clients, this envisions cases (1) as more fully described
     below where preferred and common shareholders vote together as a class or
     (2) other similar or analogous instances.

     Ultimately, all voting decisions are made on a case-by-case basis, taking
     relevant considerations into account.



     VOTING OF COMMON STOCK PROXIES
     ------------------------------
     The Adviser categorizes matters as either routine or non-routine, which
     definition may or may not precisely conform to the definitions set forth by
     securities exchanges or other bodies categorizing such matters. Routine
     matters would include such things as the voting for directors and the
     ratification of auditors and most shareholder proposals regarding social,
     environmental, and corporate responsibility matters. Absent good reason to
     the contrary, the Adviser normally will vote in favor of management's
     recommendations on these routine matters.

     Non-routine matters might include, without limitation, such things as (1)
     amendments to management incentive plans, (2) the authorization of
     additional common or preferred stock, (3) initiation or termination of
     barriers to takeover or acquisition, (4) mergers or acquisitions, (5)
     changes in the state of incorporation, (6) corporate reorganizations, and
     (7) "contested" director slates. In non-routine matters, the Adviser, as a
     matter of policy, will attempt to be generally familiar with the questions
     at issue. This will include, without limitation, studying news in the
     popular press, regulatory filings, and competing proxy solicitation
     materials, if any. Non-routine matters will be voted on a case-by-case
     basis, given the complexity of many of these issues.


     VOTING OF PREFERRED STOCK PROXIES
     ---------------------------------
     Preferred stock, which is defined to include any form of equity senior to
     common stock, generally has voting rights only in the event that the issuer
     has not made timely payments of income and principal to shareholders or in
     the event that a corporation desires to effectuate some change in its
     articles of incorporation which might modify the rights of preferred
     stockholders. These are non-routine in both form and substance.

     In the case of non-routine matters having to do with the modification of
     the rights or protections accorded preferred stock shareholders, the
     Adviser will attempt, wherever possible, to quantify the costs and benefits
     of such modifications and will vote in favor of such modifications only if
     they are in the bests interests of preferred shareholders or if the issuer
     has offered sufficient compensation to preferred stock shareholders to
     offset the reasonably foreseeable adverse consequences of such
     modifications. A similar type of analysis would be made in the case where
     preferred shares, as a class, are entitled to vote on a merger or other
     substantial transaction.

     In the case of the election of directors when timely payments to preferred
     shareholders have not been made ("contingent voting"), the Adviser will
     cast its votes on a case-by-case basis after investigation of the
     qualifications and independence of the persons standing for election.

     Routine matters regarding preferred stock are the exception, rather than
     the rule, and typically arise when the preferred and common shareholders
     vote together as a class on such matters as election of directors. The
     Adviser will vote on a case-by-case basis, reflecting the principles set
     forth elsewhere in this document. However, in those instances where the
     common shares of an issuer are held by a holding company and where, because
     of that, the election outcome is not in doubt, the Adviser does not intend
     to vote such proxies since the time and costs would outweigh the benefits.





     ACTUAL AND APPARENT CONFLICTS OF INTEREST
     -----------------------------------------
     Potential conflicts of interest between the Adviser and the Adviser's
     clients may arise when the Adviser's relationships with an issuer or with a
     related third party conflict or appear to conflict with the best interests
     of the Adviser's clients.

     The Adviser will indicate in its voting records available to clients
     whether or not a material conflict exists or appears to exist. In addition,
     the Adviser will communicate with the client (which shall mean the
     independent Directors or Director(s) they may so designate in the case of
     the Funds) in instances when a material conflict of interest may be
     apparent. The Adviser shall describe the conflict to the client and state
     the Adviser's voting recommendation and the basis therefore. If the client
     considers there to be a reasonable basis for the proposed vote
     notwithstanding the conflict or, in the case of the Funds, that the
     recommendation was not affected by the conflict (without considering the
     merits of the proposal), the Adviser shall vote in accordance with the
     recommendation it had made to the client.

     In all such instances, the Adviser will keep reasonable documentation
     supporting its voting decisions and/or recommendations to clients.


     AMENDMENT OF THE POLICIES AND PROCEDURES
     ----------------------------------------
     These Policies and Procedures may be modified at any time by action of the
     Board of Directors of the Adviser but will not become effective, in the
     case of the Funds, unless they are approved by majority vote of the
     non-interested Directors of the Funds. Any such modifications will be made
     to the Adviser's clients by mail and/or other electronic means in a timely
     manner. These Policies and Procedures, and any amendments thereto, will be
     posted on the Funds' webs sites and will be disclosed in reports to
     shareholders as required by law.


Dated:            7/24/2003

ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.


ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.








ITEM 10. CONTROLS AND PROCEDURES.

     (a) The registrant's  principal executive and principal financial officers,
         or  persons  performing  similar  functions,  have  concluded  that the
         registrant's  disclosure  controls and  procedures  (as defined in Rule
         30a-3(c)  under the  Investment  Company Act of 1940,  as amended  (the
         "1940 Act") (17 CFR 270.30a-3(c)))  are effective,  as of a date within
         90 days of the filing date of the report that  includes the  disclosure
         required by this paragraph, based on their evaluation of these controls
         and  procedures  required by Rule  30a-3(b)  under the 1940 Act (17 CFR
         270.30a-3(b))  and Rules  13a-15(b) or 15d-15(b)  under the  Securities
         Exchange   Act  of  1934,   as  amended   (17  CFR   240.13a-15(b)   or
         240.15d-15(b)).


     (b) There  were  no  changes  in the  registrant's  internal  control  over
         financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17
         CFR  270.30a-3(d))  that occurred during the  registrant's  last fiscal
         half-year (the  registrant's  second fiscal half-year in the case of an
         annual report) that has materially affected, or is reasonably likely to
         materially  affect,  the  registrant's  internal control over financial
         reporting.


ITEM 11. EXHIBITS.

     (a)(1) Code of ethics,  or any  amendment  thereto,  that is the subject of
         disclosure required by Item 2 is attached hereto.

     (a)(2) Certifications  pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002 are attached hereto.

     (a)(3) Not applicable.

     (b) Certifications  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
         2002 are attached hereto.






                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

(registrant) FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED

By (Signature and Title)*/s/DONALD F. CRUMRINE
                         -------------------------------------------------------
                         Donald F. Crumrine, Director, Chairman of the Board
                         and Chief Executive Officer
                         (principal executive officer)

Date     JANUARY 29, 2004
    ----------------------------------------------------------------------------


Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment  Company  Act of  1940,  this  report  has been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


By (Signature and Title)*/s/DONALD F. CRUMRINE
                         -------------------------------------------------------
                         Donald F. Crumrine, Director, Chairman of the Board
                         and Chief Executive Officer
                         (principal executive officer)

Date     January 29, 2004
    ----------------------------------------------------------------------------


By (Signature and Title)*/s/PETER C. STIMES
                         -------------------------------------------------------
                        Peter C. Stimes, Chief Financial and Accounting Officer,
                        Vice President, Treasurer & Assistant Secretary
                        (principal financial officer)

Date     JANUARY 29, 2004
    ----------------------------------------------------------------------------


* Print the name and title of each signing officer under his or her signature.