SCHEDULE 14A
                                 PROXY STATEMENT
        PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by Registrant [X]
Filed by Party other than the Registrant

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only as permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12

       FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
                (Name of Registrant as Specified in Its Charter)

                     ---------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1)  Title  of  each  class  of   securities  to  which   transaction   applies:
     ___________________________
(2)  Aggregate  number of  securities to which transaction applies: ____________
(3)  Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
     calculated and state how it was determined):_______________________________
(4)  Proposed maximum aggregate value of transaction:___________________________
(5)  Total fee paid:____________________________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

(1)      Amount previously paid:________________________________________________
(2)      Form, Schedule or Registration Statement No.:__________________________
(3)      Filing Party: _________________________________________________________
(4)      Date Filed: ___________________________________________________________





       FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED (NYSE: PFD)
 FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (NYSE: PFO)
                      301 E. Colorado Boulevard, Suite 720
                           Pasadena, California 91101

                   NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
                          To Be Held on April 21, 2006

To the Shareholders:

Notice is hereby given that the Annual  Meetings of  Shareholders  of Flaherty &
Crumrine  Preferred Income Fund  Incorporated and Flaherty & Crumrine  Preferred
Income  Opportunity  Fund  Incorporated  (each a "Fund" and,  collectively,  the
"Funds"),  each a Maryland  corporation,  will be held at the offices of Willkie
Farr & Gallagher  LLP, 787 Seventh  Avenue,  Conference  Room 45A, New York, New
York 10019 at 8:30 a.m. ET, on April 21, 2006, for the following purposes:

     1. To elect Directors of each Fund (PROPOSAL 1).

     2. To approve an amendment to each Fund's Articles  Supplementary  Creating
        and Fixing the Rights of Money Market Cumulative  Preferred(TM) Stock of
        each of PFD and PFO (each,  the "Articles  Supplementary"),  relating to
        the removal of the requirement  that potential  buyers of a Fund's Money
        Market  Cumulative  PreferredTM  Stock  execute  a  "Master  Purchaser's
        Letter" (as more fully set forth in the Joint Proxy Statement) (PROPOSAL
        2).

     3. To transact  such other  business as may properly come before the Annual
        Meetings or any adjournments thereof.

     YOUR VOTE IS  IMPORTANT!

     THE NEW YORK STOCK EXCHANGE,  INC.  ("NYSE") HAS ADVISED THE FUNDS THAT THE
PROPOSALS  SET FORTH ABOVE ARE  "ROUTINE  MATTERS"  UNDER NYSE  RULES.  AS SUCH,
BROKER-DEALERS  ARE  PERMITTED TO VOTE THE SHARES OF THEIR  CLIENTS WHO HAVE NOT
INDICATED  VOTING  INSTRUCTIONS  ON THEIR PROXY  CARD(S)  WITH RESPECT TO SUCH A
PROPOSAL.

    The Board of  Directors  of each Fund has  fixed  the close of  business  on
January 30, 2006 as the record date for the  determination  of  shareholders  of
each Fund entitled to notice of and to vote at the Annual Meetings.


                                        By Order of the Boards of Directors,



                                        CHAD C. CONWELL
                                        SECRETARY





February 22, 2006

--------------------------------------------------------------------------------
SEPARATE  PROXY  CARDS  ARE  ENCLOSED  FOR EACH  FUND IN WHICH  YOU OWN  SHARES.
SHAREHOLDERS  WHO DO NOT EXPECT TO ATTEND THE ANNUAL  MEETINGS ARE  REQUESTED TO
COMPLETE,  SIGN AND DATE THE ENCLOSED PROXY CARD(S). THE PROXY CARD(S) SHOULD BE
RETURNED  IN THE  ENCLOSED  ENVELOPE,  WHICH  NEEDS NO  POSTAGE IF MAILED IN THE
CONTINENTAL UNITED STATES.  INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE
SET FORTH ON THE INSIDE COVER.
--------------------------------------------------------------------------------


                      INSTRUCTIONS FOR SIGNING PROXY CARDS

    The following  general rules for signing proxy cards may be of assistance to
you and may avoid the time and  expense to the Fund(s)  involved  in  validating
your vote if you fail to sign your proxy card(s) properly.

1.  Individual Accounts: Sign your name exactly as it appears in the
    registration on the proxy card(s).

2.  Joint Accounts: Either party may sign, but the name of the party
    signing should conform exactly to a name shown in the registration.

3.  All Other  Accounts:  The capacity of the  individual  signing the
    proxy card should be  indicated  unless it is reflected  in the form of
    registration.  For example:

    REGISTRATION                                    VALID SIGNATURE

    CORPORATE ACCOUNTS

    (1)      ABC Corp.                              ABC Corp.
    (2)      ABC Corp.                              John Doe, Treasurer
    (3)      ABC Corp. c/o John Doe, Treasurer      John Doe
    (4)      ABC Corp. Profit Sharing Plan          John Doe, Trustee

    TRUST ACCOUNTS

    (1)      ABC Trust                              Jane B. Doe, Trustee
    (2)      Jane B. Doe, Trustee                   Jane B. Doe
             u/t/d 12/28/78

    CUSTODIAN OR ESTATE ACCOUNTS

    (1)      John B. Smith, Cust.,                  John B. Smith
             f/b/o John B. Smith, Jr. UGMA
    (2)      John B. Smith, Executor,               John B. Smith, Jr., Executor
             estate of Jane Smith




       FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED (NYSE: PFD)
 FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (NYSE: PFO)

                      301 E. Colorado Boulevard, Suite 720
                           Pasadena, California 91101

                         ANNUAL MEETINGS OF SHAREHOLDERS
                                 April 21, 2006

                              JOINT PROXY STATEMENT

     This  document is a joint proxy  statement  ("Joint Proxy  Statement")  for
Flaherty & Crumrine Preferred Income Fund Incorporated  ("PREFERRED INCOME FUND"
OR "PFD") and Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated
("PREFERRED INCOME OPPORTUNITY FUND" OR "PFO") (EACH A "FUND" AND, COLLECTIVELY,
THE "FUNDS").  This Joint Proxy  Statement is furnished in  connection  with the
solicitation  of proxies by each Fund's Board of  Directors  (each a "Board" and
collectively,  the "Boards") for use at the Annual  Meeting of  Shareholders  of
each  Fund to be held on April 21,  2006,  at 8:30 a.m.  ET, at the  offices  of
Willkie Farr & Gallagher LLP, 787 Seventh Avenue, Conference Room 45A, New York,
New  York  10019  and  at  any  adjournments  thereof  (each  a  "Meeting"  and,
collectively,  the "Meetings").  A Notice of Annual Meetings of Shareholders and
proxy  card for each Fund of which you are a  shareholder  accompany  this Joint
Proxy  Statement.  Proxy  solicitations  will be  made,  beginning  on or  about
February 22, 2006,  primarily by mail, but proxy  solicitations may also be made
by telephone, telefax or personal interviews conducted by officers of each Fund,
Flaherty & Crumrine Incorporated  ("Flaherty & Crumrine" or the "Adviser"),  the
investment  adviser  of each  Fund,  and  PFPC  Inc.,  the  transfer  agent  and
administrator  of each Fund and a member of The PNC  Financial  Services  Group,
Inc. The costs of proxy  solicitation  and expenses  incurred in connection with
the  preparation of this Joint Proxy Statement and its enclosures will be shared
proportionally by the Funds.  Each Fund also will reimburse  brokerage firms and
others for their expenses in forwarding  solicitation material to the beneficial
owners of its  shares.  This proxy  statement  and form of proxy are first being
sent to shareholders on or about February 22, 2006.

    THE ANNUAL REPORT OF EACH FUND,  INCLUDING AUDITED FINANCIAL  STATEMENTS FOR
THE FISCAL YEAR ENDED  NOVEMBER 30, 2005,  IS AVAILABLE  UPON  REQUEST,  WITHOUT
CHARGE, BY WRITING TO PFPC INC., P.O. BOX 43027, PROVIDENCE,  RI 02940-3027,  OR
CALLING  1-800-331-1710.  EACH FUND'S  ANNUAL  REPORT IS ALSO  AVAILABLE  ON THE
FUNDS'  WEBSITE   (WWW.PREFERREDINCOME.COM)  AND  THE  SECURITIES  AND  EXCHANGE
COMMISSION'S ("SEC") WEBSITE (WWW.SEC.GOV).

    If the enclosed  proxy card is properly  executed and returned in time to be
voted at the relevant Meeting, the Shares (as defined below) represented thereby
will be voted  in  accordance  with  the  instructions  marked  thereon.  Unless
instructions to the contrary are marked thereon, a proxy will be voted "FOR" the
election of the nominees for Director and "FOR" the other matters (as applicable
to  each  Fund)  listed  in  the  accompanying  Notice  of  Annual  Meetings  of
Shareholders.  Any  shareholder who has given a proxy has the right to revoke it
at any time prior to its exercise  either by attending the relevant  Meeting and
voting his or her Shares in person or by  submitting a letter of revocation or a
later-dated  proxy to the appropriate  Fund delivered at the above address prior
to the date of the Meeting.

    In the event that a quorum is not  present at a Meeting or in the event that
a quorum is present but sufficient votes to approve any of the proposals are not
received,  the persons named as proxies may propose one or more  adjournments of
the Meeting to permit further solicitation of proxies. Any such adjournment will
require the  affirmative  vote of a majority of those shares  represented at the
Meeting in person or by proxy.  If a quorum is  present,  the  persons  named as
proxies will vote those proxies which they are entitled to vote "FOR" a proposal
in favor of such an  adjournment  with  respect to that  proposal  and will vote
those  proxies  required  to be voted  "AGAINST"  a  proposal  against  any such
adjournment with respect to that proposal.  A shareholder vote may be taken on a
proposal  in the  Joint  Proxy  Statement  prior  to  any  such  adjournment  if
sufficient  votes have been  received for approval of that  proposal.  Under the
Bylaws of each Fund,  a quorum is  constituted  by the  presence in person or by
proxy  of the  holders  of a  majority  of the  outstanding  shares  of the Fund
entitled to vote at the  Meeting.  If a proposal is to be voted upon by only one
class of a Fund's  shares,  a quorum of that class of shares  must be present at
the Meeting in order for the proposal to be considered.

     Each Fund has two classes of capital stock:  common stock,  par value $0.01
per share (the "Common Stock"); and Money Market Cumulative Preferred(TM) Stock,
par  value  $0.01 per share  ("MMP(R)";  together  with the  Common  Stock,  the
"Shares").  Each Share is entitled to one vote at the  Meeting  with  respect to
matters to be voted on by the class to which such Share  belongs,  with pro rata
voting rights for any fractional  Shares. On the record date,  January 30, 2006,
the following number of Shares of each Fund were issued and outstanding:

                                       1


                                            COMMON STOCK         MMP(R)
NAME OF FUND                                 OUTSTANDING       OUTSTANDING
------------                                 -----------       -----------
Preferred Income Fund (PFD)                   10,389,076          800
Preferred Income Opportunity Fund (PFO)       11,676,584          700


    To the knowledge of each Fund and its Board, the following shareholder(s) or
"group", as that term is defined in Section 13(d) of the Securities Exchange Act
of 1934 (the "1934  Act"),  is the  beneficial  owner or owner of record of more
than 5% of the relevant Fund's outstanding shares as of January 30, 2006*:



NAME AND ADDRESS OF                                     AMOUNT AND NATURE
BENEFICIAL/RECORD OWNER           TITLE OF CLASS          OF OWNERSHIP               PERCENT OF CLASS
------------------------          --------------          ------------               -----------------
                                                                                 
Cede & Co.**                          Common       PFD - 9,879,836                        95.10%
Depository Trust Company               Stock       (record)
55 Water Street, 25th Floor                        PFO - 11,149,573                       95.49%
New York, NY                                       (record)
10041
                                       MMP(R)      PFD - 800 (record)                       100%
                                                   PFO - 700 (record)                       100%

----------------------
* As of February 10, 2006,  the Directors and officers,  as a group,  owned less
than 1% of each class of Shares of each Fund.  ** A nominee  partnership  of The
Depository  Trust Company.



    This Joint Proxy Statement is being used in order to reduce the preparation,
printing,  handling  and postage  expenses  that would  result from the use of a
separate proxy statement for each Fund. Shareholders of each Fund will vote as a
single class except as described below under Proposal 1 and will vote separately
for each of PFD and PFO on each proposal on which  shareholders of that Fund are
entitled to vote.  Separate  proxy cards are  enclosed  for each Fund in which a
shareholder  is a record  owner of Shares.  Thus,  if a proposal  is approved by
shareholders of one Fund and not approved by shareholders of the other Fund, the
proposal  will be  implemented  for the Fund that approved the proposal and will
not be  implemented  for the  Fund  that did not  approve  the  proposal.  It is
therefore  essential  that  shareholders  complete,  date and sign EACH enclosed
proxy card.  SHAREHOLDERS  OF EACH FUND ARE  ENTITLED  TO VOTE ON THE  PROPOSALS
PERTAINING TO THAT FUND.


In order that your Shares may be represented at the Meetings,  you are requested
to vote on the following matter:


SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS


PREFERRED INCOME FUND (PFD)



---------------------------------------------------------------------------------------------------------------------------------
    PROPOSAL                           COMMON SHAREHOLDERS                              MMP(R) SHAREHOLDERS
---------------------------------------------------------------------------------------------------------------------------------
                                                                                   
 1.  Election  of  Directors       Common  Shareholders  as  a  single  class      MMP(R) Shareholders  as a single  class
                                   elect one  Director:  Robert F. Wulf            elect one Director: Donald F. Crumrine
---------------------------------------------------------------------------------------------------------------------------------
 2. Amendment to Articles          Common and MMP(R)  Shareholders,  voting together as a single class
    Supplementary - Removal of
    Master  Purchaser's Letter
    Requirement
---------------------------------------------------------------------------------------------------------------------------------
 3. Other Business                 Common and MMP(R)  Shareholders,  voting together as a single class
---------------------------------------------------------------------------------------------------------------------------------


                                       2



PREFERRED INCOME OPPORTUNITY FUND (PFO)


---------------------------------------------------------------------------------------------------------------------------------
    PROPOSAL                           COMMON SHAREHOLDERS                              MMP(R) SHAREHOLDERS
---------------------------------------------------------------------------------------------------------------------------------
                                                                                   
 1. Election of Directors             Common Shareholders as a single class          None
                                      elect one Director: David Gale
---------------------------------------------------------------------------------------------------------------------------------
 2. Amendment to Articles             Common and MMP(R)  Shareholders,  voting together as a single class
    Supplementary-Removal of Master
    Purchaser's Letter Requirement
---------------------------------------------------------------------------------------------------------------------------------
 3. Other Business                    Common and MMP(R)  Shareholders,  voting  together as a single class
---------------------------------------------------------------------------------------------------------------------------------


                        PROPOSAL 1: ELECTION OF DIRECTORS

    At the  Meetings,  shareholders  are being asked to consider the election of
Directors of each Fund.  The Board of each Fund 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 and until their successors are duly elected and qualified.

NOMINEES FOR THE BOARD OF DIRECTORS

    Each nominee  named below has consented to serve as a Director if elected at
the relevant  Meeting.  If a designated  nominee  declines or otherwise  becomes
unavailable for election,  however, the proxy confers discretionary power on the
persons named therein to vote in favor of a substitute nominee or nominees.

    Mr. Wulf and Mr.  Crumrine,  each a Class II Director of PFD, have each been
nominated  for a  three-year  term to expire at PFD's  2009  Annual  Meeting  of
Shareholders  and until their  successors  are duly elected and  qualified.  Mr.
Gale, a Class I Director of PFO,  has been  nominated  for a three-year  term to
expire at PFO's 2009 Annual Meeting of  Shareholders  and until his successor is
duly elected and qualified.

    Under each Fund's Articles of Incorporation,  Articles Supplementary and the
Investment Company Act of 1940, as amended (the "1940 Act"),  holders of MMP(R),
voting as a single class,  are entitled to elect two  Directors,  and holders of
the Common Stock are entitled to elect the remaining Directors. However, subject
to the provisions of the 1940 Act and each Fund's Articles of Incorporation, the
holders of MMP(R), when dividends are in arrears for two full years, are able to
elect the minimum  number of additional  Directors,  that when combined with the
two Directors elected by the holders of MMP(R), would give the holders of MMP(R)
a  majority  of the  Directors.  Donald  F.  Crumrine  and  Karen H.  Hogan,  as
Directors,  currently represent holders of MMP(R) of each Fund. Mr. Crumrine, as
a Director  of PFD,  has been  nominated  by PFD's  Board as a Director to
represent  its holders of MMP(R).  A quorum of the MMP(R)  shareholders  must be
present at the Meeting of PFD in order for the proposal to elect Mr. Crumrine to
be considered.

 FUND (CLASS)                                    NOMINEE FOR DIRECTOR
 PFD (Common Stock)                                      Wulf
 PFD (MMP(R))                                          Crumrine
 PFO (Common Stock)                                      Gale

                                       3




INFORMATION ABOUT DIRECTORS AND OFFICERS

    Set forth in the table below are the  existing  Directors  and  nominees for
election to the Boards of Directors of the Funds, including information relating
to their  respective  positions held with each Fund, a brief  statement of their
principal  occupations  during the past five years and other  directorships,  if
any.





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

DAVID GALE                        Director            Class I Director    President and CEO         4            Metromedia
Delta Dividend Group, Inc.                            PFD - since 1997    of Delta Dividend                International Group, Inc.
220 Montgomery Street,                                PFO - since 1997       Group, Inc.                      (telecommunications);
Suite 426                                                                                                  (investments) Flaherty &
San Francisco, CA 94104                                                                                        Crumrine/Claymore
Age: 56                                                                                                      Preferred Securities
                                                                                                                 Income Fund
                                                                                                               Incorporated and
                                                                                                              Flaherty & Crumrine/
                                                                                                               Claymore Total
                                                                                                                 Return Fund
                                                                                                                 Incorporated

MORGAN GUST                       Director           Class III Director      President of Giant      4          Flaherty &
Giant Industries, Inc.                               PFD - since inception    Industries, Inc.                Crumrine/Claymore
23733 N. Scottsdale Road                             PFO - since inception  (petroleum refining              Preferred Securities
Scottsdale, AZ 85255                                                        and marketing) since                Income Fund
Age: 58                                                                    March 2002, and for more             Incorporated
                                                                         than five years prior thereto,        and Flaherty &
                                                                         Executive Vice President, and        Crumrine/Claymore
                                                                          various other Vice President       Total Return Fund
                                                                             positions at Giant                Incorporated;
                                                                               Industries, Inc.                 CoBiz, Inc.
                                                                                                             (financial services)

KAREN H. HOGAN (1)                Director           Since 2005                  Retired;            4           Flaherty &
301 E. Colorado Boulevard                            PFD - Class I          Community Volunteer;              Crumrine/Claymore
Suite 720                                            PFO - Class III         From September 1985            Preferred Securities
Pasadena, CA 91101                                                          to January 1997,                   Income Fund
Age: 44                                                                   Senior Vice President                Incorporated
                                                                           of Preferred Stock                 and Flaherty &
                                                                          Origination at Lehman               Crumrine/Claymore
                                                                         Brothers and, previously,           Total Return Fund
                                                                           Vice President of New               Incorporated
                                                                            Product Development

ROBERT F. WULF                    Director          Class II Director        Financial Consultant;   4           Flaherty &
3560 Deerfield Drive South                          PFD - since inception   Trustee, University of            Crumrine/Claymore
Salem, OR 97302                                     PFO - since inception    Oregon Foundation;              Preferred Securities
Age: 68                                                                     Trustee, San Francisco             Income Fund
                                                                             Theological Seminary              Incorporated
                                                                                                               and Flaherty &
                                                                                                              Crumrine/Claymore
                                                                                                            Total Return Fund
                                                                                                               Incorporated


                                       4







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

DONALD F. CRUMRINE (2),(3)          Director,        Class II Director     Chairman of the Board     4             Flaherty &
301 E. Colorado Boulevard          Chairman of       PFD - since inception    and Director of                  Crumrine/Claymore
Suite 720                         the Board and      PFO - since inception  Flaherty & Crumrine               Preferred Securities
Pasadena, CA 91101               Chief Executive                              Incorporated                       Income Fund
Age: 58                              Officer                                                                     Incorporated
                                                                                                                 and Flaherty &
                                                                                                               Crumrine/Claymore
                                                                                                               Total Return Fund
                                                                                                                  Incorporated
OFFICERS:

ROBERT M. ETTINGER                   President            Officer              President and         N/A               N/A
301 E. Colorado Boulevard                            PFD - since 2002     Director of Flaherty &
Suite 720                                            PFO - since 2002      Crumrine Incorporated
Pasadena, CA 91101
Age: 47

R. ERIC  CHADWICK                 Chief Financial         Officer           Vice President of        N/A               N/A
301 E. Colorado Boulevard          Officer, Vice     PFD - since 2002      Flaherty & Crumrine
Suite 720                          President and     PFO - since 2002      Incorporated  since
Pasadena,  CA 91101                  Treasurer                                 August 2001,
Age: 30                                                                   and previously (since
                                                                         January 1999) portfolio
                                                                          manager of Flaherty &
                                                                         Crumrine Incorporated

CHAD C. CONWELL                  Chief Compliance         Officer         Chief Compliance Officer   N/A               N/A
301 E. Colorado Boulevard            Officer,        PFD - since 2005     of Flaherty & Crumrine
Suite 720                         Vice President     PFO - since 2005      Incorporated since
Pasadena, CA 91101                and Secretary                        September 2005, and since
Age: 33                                                                July 2005, Vice President of
                                                                           Flaherty & Crumrine
                                                                       Incorporated; from Sept 1998
                                                                       to June 2005, Attorney with
                                                                        Paul, Hastings, Janofsky &
                                                                               Walker LLP

BRADFORD S. STONE                 Vice President         Officer            Vice President of         N/A              N/A
392 Springfield Avenue            and Assistant     PFD - since 2003       Flaherty & Crumrine
Mezzanine Suite                     Treasurer       PFO - since 2003       Incorporated since
Summit, NJ 07901                                                           May 2003; from June
Age: 46                                                                    2001 to April 2003,
                                                                          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

                                       5





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

OFFICERS:

CHRISTOPHER D. RYAN                Vice                   Officer           Vice President of       N/A                 N/A
301 E. Colorado Boulevard        President             PFD - since 2005    Flaherty & Crumrine
Suite 720                                              PFO - since 2005    Incorporated since
Pasadena, CA 91101                                                         February 2005; from
Age: 38                                                                   Oct 2002 to Feb 2004,
                                                                           Product Analyst of
                                                                           Flaherty & Crumrine
                                                                              Incorporated

LAURIE C. LODOLO                  Assistant               Officer           Assistant Compliance       N/A      N/A
301 E. Colorado Boulevard        Compliance            PFD - since 2004     Officer of Flaherty &
Suite 720                    Officer, Assistant        PFO - since 2004    Crumrine Incorporated
Pasadena, CA 91101              Treasurer and                                since August 2004;
Age: 42                      Assistant Secretary                            Assistant Secretary
                                                                            since February 2004,
                                                                           Secretary of Flaherty &
                                                                           Crumrine Incorporated;
                                                                            since January 1987,
                                                                           Account Administrator
                                                                            of Flaherty & Crumrine
                                                                              Incorporated

---------------------
*    The Class II  Directors  of PFD and the Class I  Director  of PFO have been
     nominated  for a  three-year  term to expire  at each  Fund's  2009  Annual
     Meeting of  Shareholders  and until their  successors  are duly elected and
     qualified.  The Class III Director of PFD and the Class II Directors of PFO
     serve until each Fund's Annual  Meeting of  Shareholders  in 2007 and until
     their  successors are duly elected and qualified.  The Class I Directors of
     PFD and Class III Directors of PFO serve until each Fund's  Annual  Meeting
     of  Shareholders  in 2008 and until their  successors  are duly elected and
     qualified.
**   The funds in the fund complex  are:  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 (together, the "Flaherty & Crumrine Fund Family").
(1)  As a Director, represents holders of the Funds' MMP(R).
(2)  As a Director,  currently  represents holders of the Funds' MMP(R) and is
     nominated to represent holders of PFD's MMP(R).
(3)  "Interested  person" of the Funds as defined in the 1940 Act. Mr.  Crumrine
     is  considered  an  "interested  person"  because of his  affiliation  with
     Flaherty & Crumrine, which acts as each Fund's investment adviser.




BENEFICIAL  OWNERSHIP OF SHARES IN FUNDS AND FUND COMPLEX FOR EACH  DIRECTOR AND
NOMINEE  FOR  ELECTION  AS  DIRECTOR

     Set forth in the table below is the dollar  range of equity  securities  in
each Fund and the aggregate dollar range of equity  securities in the Flaherty &
Crumrine Fund Family beneficially owned by each Director.



                                                                                          AGGREGATE DOLLAR RANGE OF EQUITY
                                                                                       SECURITIES IN ALL REGISTERED INVESTMENT
                                                        DOLLAR RANGE OF EQUITY           COMPANIES OVERSEEN BY DIRECTOR IN
NAME OF DIRECTOR OR NOMINEE                         SECURITIES HELD IN FUND* (1)(2)      FAMILY OF INVESTMENT COMPANIES* (3)
---------------------------                         --------------------------------     -----------------------------------
                                                      PFD                     PFO                       TOTAL
NON-INTERESTED DIRECTORS:                             ---                     ---                       -----
                                                                                                 
David Gale                                              C                      C                          E
Morgan Gust                                             C                      C                          E
Karen H. Hogan                                          A                      A                          A


                                       6





                                                                                          AGGREGATE DOLLAR RANGE OF EQUITY
                                                                                       SECURITIES IN ALL REGISTERED INVESTMENT
                                                        DOLLAR RANGE OF EQUITY           COMPANIES OVERSEEN BY DIRECTOR IN
NAME OF DIRECTOR OR NOMINEE                         SECURITIES HELD IN FUND* (1)(2)      FAMILY OF INVESTMENT COMPANIES* (3)
---------------------------                         --------------------------------     -----------------------------------
                                                      PFD                     PFO                       TOTAL
NON-INTERESTED DIRECTORS:                             ---                     ---                       -----
                                                                                                 
Robert F. Wulf                                          C                      C                          D
INTERESTED DIRECTORS:
Donald F. Crumrine                                      E(4)                   E(4)                       E(4)

---------------
*        Key to Dollar Ranges
A.       None
B.       $1 - $10,000
C.       $10,001 -$50,000
D.       $50,001 - $100,000
E.       over $100,000
         All shares were valued as of February 10, 2006.
(1)      No Director or officer of the Funds owned any shares of MMP(R) on February 10, 2006.
(2)      This information has been furnished by each Director as of February 10,
         2006.  "Beneficial  Ownership" is  determined  in accordance  with Rule
         16a-1(a)(2) of the 1934 Act.
(3)      As a group, less than 1%.
(4)      Includes shares of PFD and PFO held by Flaherty & Crumrine Incorporated
         of which the reporting person is a shareholder and director.



     Each  Director of each Fund who is not a  director,  officer or employee of
Flaherty & Crumrine  Incorporated or any of their  affiliates  receives for each
Fund a fee of $9,000 per annum plus $500 for each  in-person  meeting  attended,
and $150 for each telephone meeting attended.  In addition,  the Audit Committee
Chairman  receives an annual fee per Fund of $2,500.  Each Director of each Fund
is reimbursed for travel and  out-of-pocket  expenses  associated with attending
Board and committee meetings.  The Board of Directors of PFD held eight meetings
(four  of  which  were  held by  telephone  conference  call)  and the  Board of
Directors  of PFO held  eight  meetings  (four of which  were held by  telephone
conference  call)  during the fiscal  year ended  November  30,  2005,  and each
Director of each Fund then serving in such capacity attended at least 75% of the
meetings of  Directors  and any  Committee  of which he or she is a member.  The
aggregate  remuneration  paid to the  Directors of each Fund for the fiscal year
ended November 30, 2005 is set forth below:



-----------------------------------------------------------------------------------------------------------------------
                                                                      BOARD MEETING                      TRAVEL AND
                                  ANNUAL                                   AND                          OUT-OF-POCKET
                              DIRECTORS FEES                     COMMITTEE MEETING FEES                   EXPENSES*
-----------------------------------------------------------------------------------------------------------------------
                                                                                                 
 PFD                              $36,000                               $24,500                           $4,643
-----------------------------------------------------------------------------------------------------------------------
 PFO                              $36,000                               $24,500                           $4,643
-----------------------------------------------------------------------------------------------------------------------

--------------
 *   Includes  reimbursement  for travel  and  out-of-pocket  expenses  for both
     "interested" and "non-interested" Directors ("Independent Directors").



AUDIT COMMITTEE REPORT

     The role of each Fund's Audit Committee is to assist the Board of Directors
in its oversight of (i) the integrity of each Fund's  financial  statements  and
the  independent  audit  thereof;  (ii) each  Fund's  accounting  and  financial
reporting policies and practices, its internal controls and, as appropriate, the
internal  controls of certain service  providers;  (iii) each Fund's  compliance
with  legal and  regulatory  requirements;  and (iv) the  independent  auditor's
qualifications,  independence  and  performance.  Each Fund's Audit Committee is
also required to prepare an audit committee  report pursuant to the rules of the
Securities  and  Exchange  Commission  (the "SEC") for  inclusion in each Fund's
annual proxy statement. Each Audit Committee operates pursuant to a Charter that
was most  recently  reviewed and approved by the Board of Directors of each Fund
on  January   27,   2006  and  which  is   available   on  the  Funds'   website
(www.preferredincome.com).   As  set  forth  in  the  Charter,   management   is
responsible for (i) prep-

                                       7


aration,  presentation and integrity of each Fund's financial  statements,  (ii)
the maintenance of appropriate accounting and financial reporting principles and
policies and (iii) the maintenance of internal controls and procedures  designed
to  assure  compliance  with  accounting   standards  and  applicable  laws  and
regulations.  The Funds'  independent  registered  public  accounting  firm (the
"independent  accountants")  is responsible for planning and carrying out proper
audits and reviews of each Fund's financial statements and expressing an opinion
as to their  conformity with  accounting  principles  generally  accepted in the
United States of America.

     In  performing  its  oversight  function,  at a meeting held on January 26,
2006, the Audit  Committee  reviewed and discussed with  management of each Fund
and the  independent  accountants,  KPMG LLP  ("KPMG"),  the  audited  financial
statements  of each Fund as of and for the fiscal year ended  November 30, 2005,
and  discussed  the  audit of such  financial  statements  with the  independent
accountants.

     In addition, the Audit Committee discussed with the independent accountants
the accounting principles applied by each Fund and such other matters brought to
the attention of the Audit Committee by the independent  accountants required by
Statement of Auditing Standards No. 61, COMMUNICATIONS WITH AUDIT COMMITTEES, as
currently  modified or supplemented.  The Audit Committee also received from the
independent  accountants the written  disclosures and statements required by the
SEC's  independence  rules,  delineating  relationships  between the independent
accountants  and each Fund and discussed the impact that any such  relationships
might have on the objectivity and independence of the independent accountants.

     As set  forth  above,  and as more  fully set  forth in each  Fund's  Audit
Committee Charter,  the Audit Committee has significant duties and powers in its
oversight  role with  respect  to the  Fund's  financial  reporting  procedures,
internal control systems, and the independent audit process.

     The members of the Audit Committee are not, and do not represent themselves
to be, professionally  engaged in the practice of auditing or accounting and are
not  employed  by each Fund for  accounting,  financial  management  or internal
control.  Moreover,  the Audit  Committee  relies  on and  makes no  independent
verification of the facts presented to it or representations  made by management
or the independent  accountants.  Accordingly,  the Audit Committee's  oversight
does  not  provide  an  independent  basis  to  determine  that  management  has
maintained   appropriate  accounting  and  financial  reporting  principles  and
policies,  or internal  controls and procedures,  designed to assure  compliance
with accounting standards and applicable laws and regulations.  Furthermore, the
Audit  Committee's  considerations  and  discussions  referred  to  above do not
provide  assurance that the audit of each Fund's  financial  statements has been
carried out in accordance with generally accepted  accounting  standards or that
the financial  statements are presented in accordance  with  generally  accepted
accounting principles.

     Based on its  consideration  of the audited  financial  statements  and the
discussions  referred to above with management and the independent  accountants,
and subject to the  limitations  on the  responsibilities  and role of the Audit
Committee  set  forth in the  Charter  and  those  discussed  above,  the  Audit
Committee of each Fund  recommended  to the Board of Directors of each Fund that
the audited  financial  statements  be included in each Fund's Annual Report for
the fiscal year ended November 30, 2005.

THIS REPORT WAS SUBMITTED BY THE AUDIT COMMITTEE  OF EACH  FUND'S  BOARD OF
DIRECTORS

David Gale
Morgan Gust
Karen H. Hogan
Robert Wulf (Chairman)

January 27, 2006

Each Audit  Committee met four times in  connection  with its Board of Directors
regularly  scheduled  meetings  during the fiscal year ended  November 30, 2005.
Each Audit  Committee is composed  entirely of each Fund's  independent (as such
term is  defined  by the New  York  Stock  Exchange,  Inc.'s  listing  standards
applicable to closed-end funds (the "NYSE Listing Standards")) Directors, namely
Ms. Hogan and Messrs. Gale, Gust and Wulf.

NOMINATING COMMITTEE

     Each Board of Directors  has a Nominating  Committee  composed  entirely of
each Fund's  independent (as such term is defined by the NYSE Listing Standards)
Directors,  namely Ms. Hogan and Messrs.  Gale,  Gust and Wulf.  The  Nominating
Committee of each Fund met twice during the fiscal year ended November 30, 2005.
The Nominating Committee is responsible for identifying  individuals believed to
be  qualified  to become  Board  members  and for  recommending  to the Board of
Directors such nominees to stand for election as directors at each Fund's annual
meeting of  shareholders,  and to fill any  vacancies on the Board.  Each Fund's
Nominating  Committee  has a charter  which is available  on the Funds'  website
(www.preferredincome.com).

                                       8


     Each Fund's Nominating  Committee  believes that it is in the best interest
of the Fund and its shareholders to obtain highly qualified  candidates to serve
as  members  of the  Board of  Directors.  The  Nominating  Committees  have not
established a formal process for identifying  candidates  where a vacancy exists
on the Board. In nominating candidates, the Nominating Committee shall take into
consideration  such factors as it deems  appropriate.  These factors may include
judgment,  skill,  diversity,  experience  with  investment  companies and other
organizations  of comparable  purpose,  complexity,  size and subject to similar
legal  restrictions and oversight,  the interplay of the candidate's  experience
with  the  experience  of other  Board  members,  and the  extent  to which  the
candidate would be a desirable addition to the Board and any committees thereof.

     Each  Fund's  Nominating   Committee  will  consider  director   candidates
recommended by shareholders  and submitted in accordance with applicable law and
procedures  as  described in this Joint Proxy  Statement.  (See  "Submission  of
Shareholder Proposals" below.)

OTHER  BOARD-RELATED  MATTERS

     Shareholders who wish to send  communications to the Board should send them
to the  address  of  the  Fund  and to the  attention  of the  Board.  All  such
communications will be directed to the Board's attention.

     The Funds do not have a formal policy regarding Board member  attendance at
the Annual Meeting of Shareholders.  However,  all of the Directors of each Fund
attended the April 21, 2005 Annual Meetings of Shareholders.

COMPENSATION

     The  following   table  sets  forth  certain   information   regarding  the
compensation  of each Fund's  Directors  for the fiscal year ended  November 30,
2005.  No  executive   officer  or  person   affiliated  with  a  Fund  received
compensation  from a Fund  during the fiscal  year ended  November  30,  2005 in
excess of $60,000.  Directors and executive officers of the Funds do not receive
pension or retirement benefits from the Funds.


                               COMPENSATION TABLE



   NAME OF                                       AGGREGATE                    TOTAL COMPENSATION FROM
 PERSON AND                                     COMPENSATION                   THE FUNDS AND FUND
  POSITION                                     FROM EACH FUND                COMPLEX PAID TO DIRECTORS*
  --------                                     --------------                ---------------------------
                                                                                
DONALD F. CRUMRINE                                   $0                               $0 (4)
Director, Chairman of the Board
and Chief Executive Officer

ROBERT M. ETTINGER**                                 $0                               $0 (0)
Director and President

MARTIN BRODY**                                  $4,447 - PFD                        $25,940(0)
Director                                        $4,447 - PFO

DAVID GALE                                      $14,750 - PFD                       $58,700(4)
Director                                        $14,750 - PFO

MORGAN GUST                                     $14,600 - PFD                       $58,100(4)
Director                                        $14,600 - PFO

KAREN H. HOGAN***                               $9,153 - PFD                        $30,160(4)
Director                                        $9,153 - PFO

ROBERT F. WULF                                  $17,550 - PFD                       $69,900(4)
Director                                        $17,550 - PFO

----------------
*    Represents the total compensation paid to such persons by the Funds and the
     other  funds in the  Flaherty & Crumrine  Fund  Family for the fiscal  year
     ended  November  30,  2005,  which are  considered  part of the same  "fund
     complex"  because  they have a common  adviser.  The  parenthetical  number
     represents the total number of investment company directorships held by the
     director or nominee in such fund complex as of November 30, 2005.
**   Messrs.  Ettinger  and  Brody  each  resigned  as a  Director  of the Funds
     effective April 21, 2005.
***  Ms. Hogan became a Director of each Fund on April 21, 2005.



                                       9


REQUIRED VOTE

     The  election  of Mr.  Wulf as a Director  of  Preferred  Income  Fund will
require the affirmative  vote of a plurality of the votes cast by holders of the
shares of Common  Stock of such Fund at the  Meeting in person or by proxy.  The
election of Mr. Crumrine as a Director of Preferred Income Fund will require the
affirmative  vote of a  plurality  of the votes cast by holders of the shares of
MMP(R) of such Fund at the  Meeting in person or by proxy.  The  election of Mr.
Gale as a  Director  of  Preferred  Income  Opportunity  Fund will  require  the
affirmative  vote of a  plurality  of the votes cast by holders of the shares of
Common Stock of such Fund at the Meeting in person or by proxy.

EACH BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS  VOTE "FOR" EACH NOMINEE AS DIRECTOR.

PROPOSAL 2: APPROVAL OF AN AMENDMENT TO EACH FUND'S  ARTICLES  SUPPLEMENTARY
RELATING TO THE REMOVAL OF THE MASTER  PURCHASER'S LETTER REQUIREMENT

     The  second  proposal  to be  considered  at the  Meeting is  amending  the
Articles Supplementary Creating and Fixing the Rights of Money Market Cumulative
Preferred(TM) Stock of each of PFD and PFO (each, the "Articles  Supplementary")
as set forth in the proposed  ArticlES of Amendment for each of PFD and PFO (the
"Proposed  Amendments")  described  below  and  attached  to  this  Joint  Proxy
Statement as Proposed Amendments A-1 and A-2, respectively.

     The purpose of the Proposed  Amendments is to remove the  requirement  that
potential buyers of a Fund's MMP(R) execute a "Master Purchaser's Letter".

     REASONS FOR PROPOSED  AMENDMENTS A-1 AND A-2. The Proposed Amendments would
remove the requirement that potential buyers of a Fund's MMP(R) execute a Master
Purchaser's  Letter.  By way of background,  when the Articles  Supplementary of
each Fund were first  adopted in the early  1990's,  it was common  practice for
closed-end funds to require a potential investor in its preferred stock (through
its  broker-dealer) to execute a Master  Purchaser's  Letter which set forth the
buyer's intent to purchase the preferred  stock in accordance  with the terms of
the  Articles  Supplementary.  Accordingly,  both Funds have such a provision in
their Articles Supplementary. Market practice has changed over the past 15 years
so that now it is more common not to require this letter.  Because of this shift
in market practice,  each Fund has received several requests from broker-dealers
to remove this requirement from the Funds' Articles  Supplementary  and has been
informed  by others that the Master  Purchaser's  Letter  requirement  can be an
impediment to participation  in the Funds' auctions.  The Funds believe that the
Proposed  Amendments  will not  have a  material  effect  on the  rights  of any
existing common or preferred Shareholders.

REQUIRED  VOTE

     Approval  of the  Articles  of  Amendment  of each  Fund will  require  the
affirmative  vote of a majority of the votes of the outstanding  shares of stock
entitled to be cast by holders of each Fund's  Common  Stock and MMP(R),  voting
together as a single class. The Funds have had  conversations  with both Moody's
Investor  Service,  Inc.  ("Moody's")  and Fitch Ratings  ("Fitch"),  the rating
agencies currently rating the MMP(R), about the Proposed  Amendments.  They have
indicated  preliminarily that the changes would not impair their current ratings
on the MMP(R)  ("Aa1"  and "AAA,"  respectively).  In any  event,  the  Proposed
Amendments  will not be implemented  unless Moody's and Fitch each confirms that
they would not impair their current ratings on the MMP(R).

THE  BOARD OF  DIRECTORS  OF EACH FUND UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 2.

                      SUBMISSION OF SHAREHOLDER PROPOSALS

     All  proposals  by  shareholders  of each  Fund  that  are  intended  to be
presented at each Fund's next Annual Meeting of  Shareholders to be held in 2007
must be received by the relevant  Fund for  consideration  for  inclusion in the
relevant  Fund's proxy  statement  relating to the meeting no later than October
22, 2006 and must satisfy the requirements of federal securities laws.

     Each Fund's Bylaws require  shareholders  wishing to nominate  Directors or
make  proposals to be voted on at the Fund's  annual  meeting to provide  timely
notice of the proposal in writing. To be considered timely, any such notice must
be delivered to or mailed and received at the principal executive offices of the
Fund not later than 60 days prior to the date of the meeting;  provided however,
that if less than 70 days notice or prior public  disclosure  of the date of the
meeting is given or made to shareholders, any such notice by a shareholder to be
timely must be so received  not later than the close of business on the 10th day
following the day on which notice of the date of the annual meeting was given or
such public disclosure was made.

                                       10


     Any such notice by a shareholder  shall set forth the information  required
by the Fund's  Bylaws with  respect to each matter the  shareholder  proposes to
bring before the annual meeting.

                             ADDITIONAL INFORMATION

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     KPMG, 99 High Street, Boston,  Massachusetts 02110-2371,  has been selected
to serve as each Fund's  independent  accountants  for each  Fund's  fiscal year
ending  November 30, 2006.  KPMG acted as the  independent  accountants for each
Fund for the fiscal year ended  November 30,  2005.  The Funds know of no direct
financial  or  material  indirect  financial  interest  of KPMG in the Funds.  A
representative of KPMG will not be present at the Meeting, but will be available
by telephone and will have an  opportunity  to make a statement,  if asked,  and
will be available to respond to appropriate questions.

     Set forth in the table  below are audit  fees and  non-audit  related  fees
billed to each Fund by KPMG for professional  services  received for each Fund's
fiscal years ended November 30, 2004 and 2005, respectively.



                          FISCAL YEAR ENDED                          AUDIT-RELATED
FUND                        NOVEMBER 30            AUDIT FEES            FEES            TAX FEES*         ALL OTHER FEES**
----                        -----------            ----------            ----            --------          ----------------
                                                                                                 
PFD                            2004                 $34,500               --              $6,000               $11,200
                               2005                 $36,427               --              $6,400               $12,100

PFO                            2004                 $34,500               --              $5,000               $11,200
                               2005                 $36,500               --              $6,400               $12,100

-------------------
*    "Tax Fees" are those fees  billed to each Fund by KPMG in  connection  with
     tax  consulting  services,  including  primarily  the review of each Fund's
     income tax returns.
**   "All Other Fees" are those fees  billed to each Fund by KPMG in  connection
     with  the preparation of a quarterly  agreed-upon-procedures  report. These
     Agreed-Upon-Procedures  ("AUP") are requirements  arising from the Articles
     Supplementary  creating the Fund's Preferred Stock.  Specifically,  Moody's
     and Fitch each require that such AUP be undertaken and a report be provided
     in order to maintain their rating on the MMP(R).



     Each Fund's  Audit  Committee  Charter  requires  that the Audit  Committee
pre-approve  all audit and non-audit  services to be provided by the independent
accountants  to the Fund,  and all  non-audit  services  to be  provided  by the
independent  accountants  to  the  Fund's  investment  adviser  and  any  entity
controlling,  controlled by or under common  control with the Funds'  investment
adviser  ("affiliates")  that  provide  on-going  services to each Fund,  if the
engagement  relates  directly to the operations and financial  reporting of each
Fund, or to establish  detailed  pre-approval  policies and  procedures for such
services in  accordance  with  applicable  laws.  All of the audit and non-audit
services  described  above for which KPMG  billed  each Fund fees for the fiscal
years ended  November 30, 2004 and November  30, 2005 were  pre-approved  by the
Audit Committee.

     For each Fund's fiscal year ended  November 30, 2005,  KPMG did not provide
any  non-audit  services  (or bill any fees  for such  services)  to the  Funds'
investment adviser or any affiliates thereof that provide services to the Funds.

INVESTMENT ADVISER AND ADMINISTRATOR

     Flaherty & Crumrine  serves as the investment  adviser to each Fund and its
business address is 301 E. Colorado Boulevard,  Suite 720, Pasadena,  California
91101.  PFPC Inc. acts as the  administrator to each Fund and is located at 4400
Computer Drive, Westborough, Massachusetts 01581.

COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934

     Section  16(a) of the 1934 Act and  Section  30(h) of the 1940 Act  require
each Fund's directors and officers,  certain persons  affiliated with Flaherty &
Crumrine and persons who beneficially own more than 10% of a registered class of
each Fund's  securities,  to file reports of ownership  and changes of ownership
with the SEC, the NYSE and each Fund.  Directors,  officers and greater-than-10%
shareholders are required by SEC regulations to furnish each Fund with copies of
such forms they file.  Based  solely upon its review of the copies of such forms
received by it and written  representations  from certain of such persons,  each
Fund believes that during 2005, all such filing requirements  applicable to such
persons were met.

                                       11


BROKER NON-VOTES AND ABSTENTIONS

     A proxy which is properly executed and returned accompanied by instructions
to withhold authority to vote represents a broker "non-vote" (i.e.,  shares held
by brokers or nominees as to which (i) instructions  have not been received from
the  beneficial  owners or the  persons  entitled to vote and (ii) the broker or
nominee  does not have  discretionary  voting  power  on a  particular  matter).
Proxies   that   reflect   abstentions   or  broker   non-votes   (collectively,
"abstentions")  will be counted as shares that are present and  entitled to vote
at the  meeting for  purposes  of  determining  the  presence of a quorum.  With
respect to Proposal 1,  abstentions  do not constitute a vote "for" or "against"
the  proposal and will be  disregarded  in  determining  the "votes cast" on the
proposal.  With respect to Proposal 2,  abstentions will count as a vote against
the proposal.

                    OTHER MATTERS TO COME BEFORE THE MEETING

     Each Fund does not intend to present  any other  business  at the  relevant
Meeting,  nor is either  Fund aware that any  shareholder  intends to do so. If,
however,  any other matters are properly brought before the Meeting, the persons
named in the  accompanying  form of proxy will vote thereon in  accordance  with
their judgment.

IT IS  IMPORTANT  THAT  PROXIES BE RETURNED  PROMPTLY.  SHAREHOLDERS  WHO DO NOT
EXPECT TO ATTEND THE MEETINGS ARE THEREFORE  URGED TO COMPLETE,  SIGN,  DATE AND
RETURN  ALL  PROXY  CARDS  AS  SOON AS  POSSIBLE  IN THE  ENCLOSED  POSTAGE-PAID
ENVELOPE.

                                       12



                             PROPOSED AMENDMENT A-1

                             ARTICLES OF AMENDMENT
                                       OF
             FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED

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

     FIRST: Part I of the Articles  Supplementary Creating and Fixing the Rights
of Money Market Cumulative  Preferred(TM)  Stock of the Corporation,  filed with
the Maryland State of Department of Assessments  and Taxation  ("SDAT") on April
12, 1991, as amended (the "Articles Supplementary") is hereby further amended as
follows:  By deleting in its entirety  Section 11(rr) of Part I and substituting
therefore the following new Section 11(rr):

"(rr)     [Reserved]"


     SECOND: Part II of the Articles  Supplementary is hereby further amended as
follows: By deleting in its entirety each of Section 1(b), Section 1(h), Section
1(j)  and  Section  1(o) of Part II and  substituting  each  therefore  with the
following  new Section  1(b),  Section  1(h),  Section  1(j) and  Section  1(o),
respectively:


"(b)      "Agent Member" shall mean a member of or participant in the Securities
          Depository that will act on behalf of a Bidder."

"(h)      "Existing  Holder," when used with respect to shares of MMP(R),  shall
          mean a Person who is listed as the beneficial  owner of such shares of
          MMP(R) in the records of the Auction Agent."

"(j)      [Reserved]"

"(o)      "Potential Holder," when used with respect to shares of MMP(R),  shall
          mean any Person,  including  any Existing  Holder of shareS of MMP(R),
          who may be interested  in acquiring  shares of MMP(R) (or, in the case
          of an  Existing  Holder  of  shares of  MMP(R),  additional  shares of
          MMP(R))."

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

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

DATE: _______________,  2006
                                                  FLAHERTY & CRUMRINE PREFERRED
                                                  INCOME FUND INCORPORATED

                                                  ------------------------------
                                                  Robert M. Ettinger
                                                  President

WITNESS:


----------------
Chad C. Conwell
Secretary


                                      A-1


                             PROPOSED AMENDMENT A-2

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

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

     FIRST: Part I of the Articles  Supplementary Creating and Fixing the Rights
of Money Market Cumulative  Preferred(TM)  Stock of the Corporation,  filed with
the Maryland State of Department of Assessments  and Taxation  ("SDAT") on April
6, 1992, as amended (the "Articles  Supplementary") is hereby further amended as
follows:  By deleting in its entirety  Section 11(rr) of Part I and substituting
therefore the following new Section 11(rr):


"(rr)     [Reserved]"

     SECOND: Part II of the Articles  Supplementary is hereby further amended as
follows: By deleting in its entirety each of Section 1(b), Section 1(h), Section
1(j)  and  Section  1(o) of Part II and  substituting  each  therefore  with the
following  new Section  1(b),  Section  1(h),  Section  1(j) and  Section  1(o),
respectively:

"(b)      "Agent Member" shall mean a member of or participant in the Securities
          Depository that will act on behalf of a Bidder."

"(h)      "Existing  Holder," when used with respect to shares of MMP(R),  shall
          mean a Person who is listed as the beneficial  owner of such shares of
          MMP(R) in the records of the Auction Agent."

"(j)      [Reserved]"

"(o)      "Potential Holder," when used with respect to shares of MMP(R),  shall
          mean any Person,  including  any Existing  Holder of shares of MMP(R),
          who may be interested  in acquiring  shares of MMP(R) (or, in the case
          of an  Existing  Holder  of  shares of  MMP(R),  additional  shares of
          MMP(R))."

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

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


DATE: _______________,  2006

                                                   FLAHERTY & CRUMRINE PREFERRED
                                                   INCOME OPPORTUNITY FUND
                                                   INCORPORATED

                                                   -----------------------------
                                                   Robert M. Ettinger
                                                   President
WITNESS:

---------------------------------
Chad C. Conwell
Secretary


                                      A-2





                               DETACH HERE                                ZFCI62

       FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED

                   PROXY SOLICITED BY THE BOARD OF DIRECTORS

     THE  UNDERSIGNED  HOLDER OF SHARES OF COMMON  STOCK OF  FLAHERTY & CRUMRINE
PREFERRED INCOME  OPPORTUNITY  FUND  INCORPORATED,  A MARYLAND  CORPORATION (THE
"FUND"), HEREBY APPOINTS DONALD F. CRUMRINE, ROBERT M. ETTINGER AND TERESA M. R.
HAMLIN,  ATTORNEYS  AND  PROXIES FOR THE  UNDERSIGNED,  EACH WITH FULL POWERS OF
SUBSTITUTION AND REVOCATION,  TO REPRESENT THE UNDERSIGNED AND TO VOTE ON BEHALF
OF THE  UNDERSIGNED ALL SHARES OF COMMON STOCK WHICH THE UNDERSIGNED IS ENTITLED
TO VOTE AT THE  ANNUAL  MEETING  OF  SHAREHOLDERS  OF THE FUND TO BE HELD AT THE
OFFICES OF WILLKIE FARR & GALLAGHER  LLP, 787 SEVENTH  AVENUE,  CONFERENCE  ROOM
45A,  NEW YORK,  NEW YORK  10019 AT 8:30 A.M.  ET,  ON APRIL 21,  2006,  AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE
OF ANNUAL  MEETING AND PROXY  STATEMENT AND HEREBY  INSTRUCTS SAID ATTORNEYS AND
PROXIES  TO VOTE SAID  SHARES AS  INDICATED  HEREON.  IN THEIR  DISCRETION,  THE
PROXIES ARE  AUTHORIZED  TO VOTE UPON SUCH OTHER  BUSINESS AS MAY PROPERLY  COME
BEFORE THE MEETING.  A MAJORITY OF THE PROXIES PRESENT AND ACTING AT THE MEETING
IN PERSON OR BY SUBSTITUTE (OR, IF ONLY ONE SHALL BE SO PRESENT,  THEN THAT ONE)
SHALL  HAVE AND MAY  EXERCISE  ALL OF THE POWER AND  AUTHORITY  OF SAID  PROXIES
HEREUNDER. THE UNDERSIGNED HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN.




SEE REVERSE          CONTINUED AND TO BE SIGNED ON REVERSE SIDE      SEE REVERSE
  SIDE                                                                  SIDE

FLAHERTY & CRUMRINE PREFERRED
INCOME OPPORTUNITY FUND INCORPORATED
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-8586


                               DETACH HERE                                ZFCI61

                                                                            3202
PLEASE MARK
VOTES AS IN
THIS EXAMPLE. X

THIS PROXY,  IF PROPERLY  EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE  ELECTION OF THE NOMINEE AS DIRECTOR AND FOR PROPOSAL 2.

PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS.
1.  ELECTION OF DIRECTOR
NOMINEE: (01) DAVID GALE

        FOR      WITHHELD

2. TO APPROVE AN AMENDMENT TO THE FUND'S ARTICLES  SUPPLEMENTARY RELATING TO THE
REMOVAL OF THE MASTER  PURCHASER'S LETTER REQUIREMENT.

       FOR      AGAINST         ABSTAIN

THE BOARD OF DIRECTORS  RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION
OF THE NOMINEE AS DIRECTOR  AND "FOR" THE APPROVAL OF AN AMENDMENT TO THE FUND'S
ARTICLES  SUPPLEMENTARY RELATING TO THE REMOVAL OF THE MASTER PURCHASER'S LETTER
REQUIREMENT.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY.  IF JOINT OWNERS,
EITHER MAY SIGN THIS PROXY. WHEN SIGNING AS ATTORNEY,  EXECUTOR,  ADMINISTRATOR,
TRUSTEE, GUARDIAN OR CORPORATE OFFICER, PLEASE GIVE YOUR FULL TITLE.

SIGNATURE:--------------- DATE:-------- SIGNATURE:--------------- DATE:---------



                               DETACH HERE                                ZFC092

       FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED

                   PROXY SOLICITED BY THE BOARD OF DIRECTORS

     THE UNDERSIGNED  HOLDER OF SHARES OF MONEY MARKET CUMULATIVE  PREFERRED(TM)
STOCK  ("MMP(R)")  OF  FLAHERTY & CRUMRINE  PREFERRED  INCOME  OPPORTUNITY  FUND
INCORPORATED,  A MARYLAND  CORPORATION  (THE "FUND"),  HEREBY APPOINTS DONALD F.
CRUMRINE,  ROBERT M. ETTINGER AND TERESA M. R. HAMLIN, ATTORNEYS AND PROXIES FOR
THE  UNDERSIGNED,  EACH WITH FULL  POWERS OF  SUBSTITUTION  AND  REVOCATION,  TO
REPRESENT THE UNDERSIGNED AND TO VOTE ON BEHALF OF THE UNDERSIGNED ALL SHARES OF
MMP(R)  WHICH THE  UNDERSIGNED  IS  ENTITLED  TO VOTE AT THE  ANNUAL  MEETING OF
SHAREHOLDERS  OF THE FUND TO BE HELD AT THE OFFICES OF WILLKIE  FARR & GALLAGHER
LLP, 787 SEVENTH  AVENUE,  CONFERENCE ROOM 45A, NEW YORK, NEW YORK 10019 AT 8:30
A.M. ET, ON APRIL 21, 2006, AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED HEREBY
ACKNOWLEDGES  RECEIPT OF THE NOTICE OF ANNUAL  MEETING AND PROXY  STATEMENT  AND
HEREBY  INSTRUCTS  SAID  ATTORNEYS  AND PROXIES TO VOTE SAID SHARES AS INDICATED
HEREON. IN THEIR DISCRETION,  THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS  AS MAY  PROPERLY  COME BEFORE THE  MEETING.  A MAJORITY OF THE PROXIES
PRESENT  AND ACTING AT THE MEETING IN PERSON OR BY  SUBSTITUTE  (OR, IF ONLY ONE
SHALL BE SO PRESENT, THEN THAT ONE) SHALL HAVE AND MAY EXERCISE ALL OF THE POWER
AND AUTHORITY OF SAID PROXIES  HEREUNDER.  THE  UNDERSIGNED  HEREBY  REVOKES ANY
PROXY PREVIOUSLY GIVEN.




SEE REVERSE        CONTINUED AND TO BE SIGNED ON REVERSE SIDE        SEE REVERSE
   SIDE                                                                  SIDE


FLAHERTY & CRUMRINE PREFERRED
INCOME OPPORTUNITY FUND INCORPORATED
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-8586



                               DETACH HERE                                ZFC091

                                                                            3202
PLEASE MARK
VOTES AS IN
THIS EXAMPLE. X

THIS PROXY,  IF PROPERLY  EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL  2.

PLEASE  REFER  TO THE  PROXY  STATEMENT  FOR A  DISCUSSION  OF THE PROPOSAL.

2. TO APPROVE AN AMENDMENT TO THE FUND'S ARTICLES  SUPPLEMENTARY RELATING TO THE
REMOVAL OF THE MASTER PURCHASER'S LETTER REQUIREMENT.

                FOR             AGAINST                 ABSTAIN

THE BOARD OF DIRECTORS  RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF AN AMENDMENT TO THE FUND'S ARTICLES  SUPPLEMENTARY RELATING TO THE REMOVAL OF
THE MASTER PURCHASER'S LETTER REQUIREMENT.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY.  IF JOINT OWNERS,
EITHER MAY SIGN THIS PROXY. WHEN SIGNING AS ATTORNEY,  EXECUTOR,  ADMINISTRATOR,
TRUSTEE, GUARDIAN OR CORPORATE OFFICER, PLEASE GIVE YOUR FULL TITLE.

SIGNATURE:-------------- DATE:---------- SIGNATURE:------------ DATE:-----------