Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(a) Effective at the close of business on April 16, 2009, David E. Allard resigned as a Director of and Chairman of the Audit Committee of the Board of Directors of Income Opportunity Realty Investors, Inc. (the "Company" or the "Issuer" or the "Registrant"). Mr. Allard had been a Director of the Company since February 20, 2004. Mr. Allard, age 50, is employed by Wescott, LLC, a Dallas, Texas based investment holding company. At the time of his resignation as a Director, Mr. Allard had no disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices.

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