CERTIFICATIONS

     I, Robert S. Kapito, certify that:

          1.   I have reviewed this report on Form N-CSR of BlackRock Income
               Opportunity Trust, Inc.;

          2.   Based on my knowledge, this report does not contain any untrue
               statement of a material fact or omit to state a material fact
               necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading with respect to the period covered by this report;

          3.   Based on my knowledge, the financial statements, and other
               financial information included in this report, fairly present in
               all material respects the financial condition, results of
               operations, changes in net assets, and cash flows (if the
               financial statements are required to include a statement of cash
               flows) of the registrant as of, and for, the periods presented in
               this report;

          4.   The registrant's other certifying officers and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in rule 30a-2(c) under the Investment
               Company Act of 1940) for the registrant and have;

               a    designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this report is being prepared;

               b    evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this report (the "Evaluation Date"); and

               c    presented in this report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

          5.   The registrant's other certifying officers and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit committee of the registrant's board of directors
               (or persons performing the equivalent functions):

               a    all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize, and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

               b    any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and

          6.   The registrant's other certifying officers and I have indicated
               in this report whether or not there were significant changes in
               internal controls or in other factors that could significantly
               affect internal controls subsequent to the date of our most
               recent evaluation, including any corrective actions with regard
               to significant deficiencies and material weaknesses.

    Date:     06/30/03
           --------------
                                                     /s/ Robert S. Kapito
                                                     ---------------------------
                                                     Robert S. Kapito
                                                     Trustee, President,
                                                     Principal Executive Officer




CERTIFICATIONS

     I, Henry Gabbay, certify that:

          1.   I have reviewed this report on Form N-CSR of BlackRock Income
               Opportunity Trust, Inc.;

          2.   Based on my knowledge, this report does not contain any untrue
               statement of a material fact or omit to state a material fact
               necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading with respect to the period covered by this report;

          3.   Based on my knowledge, the financial statements, and other
               financial information included in this report, fairly present in
               all material respects the financial condition, results of
               operations, changes in net assets, and cash flows (if the
               financial statements are required to include a statement of cash
               flows) of the registrant as of, and for, the periods presented in
               this report;

          4.   The registrant's other certifying officers and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in rule 30a-2(c) under the Investment
               Company Act of 1940) for the registrant and have;

               a    designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this report is being prepared;

               b    evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this report (the "Evaluation Date"); and

               c    presented in this report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

          5.   The registrant's other certifying officers and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit committee of the registrant's board of directors
               (or persons performing the equivalent functions):

               a    all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize, and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

               b    any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and

          6.   The registrant's other certifying officers and I have indicated
               in this report whether or not there were significant changes in
               internal controls or in other factors that could significantly
               affect internal controls subsequent to the date of our most
               recent evaluation, including any corrective actions with regard
               to significant deficiencies and material weaknesses.


     Date:    06/30/03
           --------------
                                       /s/ Henry Gabbay
                                       -----------------------------------------
                                       Henry Gabbay
                                       Treasurer and Principal Financial Officer