[WILLKIE FARR & GALLAGHER LLP LETTERHEAD]
VIA EDGAR
---------
April 18, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Mr. James O'Connor
Re: Definitive Proxy Materials for
Flaherty & Crumrine Preferred Income Fund Incorporated
(File No. 811-06179)
Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated
(File No. 811-06495)
Dear Mr. O'Connor:
On behalf of each of the funds listed above (each, a "Fund" and
collectively, the "Funds"), transmitted herewith are the definitive proxy
materials consisting of the Notice of Special Meeting of Shareholders, the Joint
Proxy Statement and the Form of Proxy to be used in connection with the special
meeting of shareholders of the Funds to be held on May 21, 2008 (the "Meeting").
It is anticipated that these definitive copies of the proxy materials
will be mailed to shareholders on or about April 18, 2008.
In this letter we are also responding to the comments of the Securities
and Exchange Commission's staff (the "Staff") that you provided on the
preliminary proxy materials for the special meeting of shareholders filed on
March 21, 2008 (the "Initial Filing") in a telephone call with Mary Carty of
this firm on March 31, 2008. For the convenience of the Staff, those comments
have been restated below in their entirety. The Funds' responses to a particular
comment are set out immediately under the restated comment.
1. Comment: Please explain supplementally whether a redemption of the
------- auction preferred stock of either Fund would require a change
in that Fund's name.
Response: A redemption of the outstanding auction preferred stock of
-------- either Fund would not require a change in that Fund's name.
Each Fund's name indicates in part that it invests primarily in
preferred stock. Each Fund's investment objective is to provide its
common shareholders with high current income consistent with the
preservation of capital. Under normal market conditions, at least 80%
of the value of each Fund's net assets will be invested in preferred
securities. Each Fund's investment objective and policy of investing at
least 80% of the value of its net assets in preferred securities are
not proposed to be changed in connection with the proposals in the
proxy statement or any redemption of the auction preferred stock.
2. Comment: The Initial Filing indicated that the Board of Directors of
------- each Fund (the "Boards") did not consider the performance of
that Fund as a factor in considering whether to approve, subject to
shareholder approval, the amended investment advisory agreement. Please
explain why the Boards did not believe it necessary to consider Fund
performance.
Response: The Board of each Fund most recently extensively considered
-------- Fund performance at its annual contract renewal meeting on
January 29, 2008 and had determined at that time that Fund performance
was satisfactory. The Boards also receive information at each regular
Board meeting throughout the year on Fund performance and consider
performance at each such regular meeting. Each Board is aware of its
fiduciary obligations to its Fund and understands that it has an
ongoing duty to monitor the performance of the Fund. As each Board had
engaged in an extensive review of Fund performance six weeks prior to
the meeting at which it considered the amended investment advisory
agreement, it did not believe that the very short-term (i.e., six week)
performance of the Fund was a salient factor in considering whether to
approve the amended investment advisory agreement. In accordance with
Instruction 2 to Item 22(c)(11)(i) of Schedule 14A, this relevant
factor in the Boards' consideration and approval of the amended
investment advisory agreements is included in the Joint Proxy Statement.
We hope the Staff finds this letter and the revisions in the definitive
proxy materials responsive to the Staff's comments on the Initial Filing.
Please do not hesitate to contact me at (212) 728-8555 if you require
additional information regarding the enclosed materials.
Very truly yours,
/s/ Edward Gizzi
Edward Gizzi