UNITED ~~STATES~~ ~~SECURITIES~~STATESSECURITIES AND EXCHANGE ~~COMMISSION~~COMMISSIONWashington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~February 3~~April 21, ~~2011~~ 2015

FLAHERTY & CRUMRINE PREFERRED INCOME ~~OPPORTUNITY~~OPPORTUNITYFUND ~~FUND~~ INCORPORATED(Exact name of Registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

Maryland	811-06495	95-4355600
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		No.)

301 E. Colorado Blvd. Suite ~~720 Pasadena~~ 720Pasadena, CA 91101 (Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 626-795-7300

Not ~~Applicable~~ Applicable(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section 8~~Item —5.02. ~~Other~~Departure ~~Events~~ of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item 8.01.~~On ~~Other~~April ~~Events.~~21, 2015, the Boards of Directors of Flaherty & Crumrine Preferred Income Fund Incorporated (NYSE: PFD) and Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated (NYSE: PFO) elected the following new officers of the funds.

~~The~~R. ~~Fund~~Eric ~~has~~Chadwick, ~~announced~~Chief Executive ~~the~~Officer ~~following~~and ~~changes~~PresidentBradford ~~to its investment policies~~S. ~~These~~Stone, ~~changes~~Chief ~~will~~Financial Officer beand ~~effective~~Vice onPresident ~~April 4, 2011.~~

~~Old~~Mr. ~~Policy:~~Chadwick Atreplaces ~~time of purchase, at least 75% of the securities that the Fund will acquire will be~~Donald ~~rated investment grade by either Moody’s Investors Services, Inc~~F. ~~(“Moody’s”)~~Crumrine oras ~~Standard~~the &principal ~~Poor’s Corporation~~executive ~~(“S&P”),~~officer ~~or,~~of ifeach ~~unrated,~~fund ~~judged~~and toRobert ~~be comparable in quality~~M. ~~In addition, the Fund may~~ ~~invest~~Ettinger upas ~~to 25% of its assets at~~ the ~~time~~President. ofMr. ~~purchase~~Chadwick inhad ~~securities~~previously ~~rated~~served ~~below~~as ~~investment~~Chief ~~grade~~Financial byOfficer ~~both Moody’s~~ and ~~S&P,~~Vice ifPresident ~~(a) such~~of ~~securities~~PFD ~~are~~and ~~rated~~PFO atsince ~~least~~2004. ~~“Ba3”~~Mr. byCrumrine ~~Moody’s~~had orserved ~~“BB-” by S&P~~as ~~and~~principal ~~(b) such~~executive ~~securities~~officer ~~are~~since ~~issued~~2002. byMr. anCrumrine ~~issuer~~will ~~having~~continue anto ~~outstanding~~serve ~~class of senior debt rated~~as ~~investment grade at~~ the ~~time~~Chairman of ~~purchase. Thus,~~ the ~~Fund~~Boards ~~may~~of ~~not invest in securities rated below “Ba3” by Moody’s and below “BB-” by S&P~~Directors.

~~New~~Mr. ~~Policy:~~Stone Atreplaces ~~time~~Mr. Chadwick ofas ~~purchase, at least 75% of~~ the ~~securities~~principal ~~that~~financial ~~the~~officer ~~Fund will acquire will be rated investment grade by any one~~ of ~~Moody’s,~~each ~~S&P~~fund. ~~or Fitch Ratings Group (“Fitch”)~~Mr. InStone ~~addition,~~had ~~the~~previously ~~Fund~~served ~~may~~as ~~invest~~a upVice toPresident ~~25%~~and ofAssistant ~~its~~Treasurer ~~assets at the time~~ of ~~purchase~~PFD ~~in securities rated below investment grade by all of Moody’s, S&P~~ and ~~Fitch, provided that (a) such securities are rated at~~PFO ~~least~~since “Ba3” by Moody’s, “BB-” by S&P, or “BB-” by Fitch or (b) such securities are issued by an issuer having an outstanding class of senior debt rated investment grade by any one of Moody’s, S&P, or Fitch at the time of purchase2003. ~~Thus, the Fund may invest in securities rated below “Ba3” by Moody’s, “BB-” by S&P and “BB-” by Fitch if the issuer has investment grade senior debt outstanding.~~

~~Impact~~All ofother ~~Changes:~~officer positions remain unchanged from the prior fiscal year. In addition, Messrs. Chadwick, Stone, Crumrine and Ettinger continue to serve as portfolio managers.

	(1)		Fitch is now one of the approved ratings agencies for determining whether a security meets the definition of “investment grade” for purpose of the Fund’s policy of investing at least 75% of its assets in securities rated investment grade at the time of purchase or in securities of equivalent quality;
	(2)		The Fund may now purchase securities rated below Ba3/BB-/BB- by each of Moody’s, S&P and Fitch, respectively, as long as the senior debt of the same issuer is rated investment grade by any one of Moody’s, S&P or Fitch at the time of purchase; and
	(3)		If the senior debt of an issuer is unrated or it has no outstanding senior debt, the Fund may now purchase its preferred securities if they are rated at least Ba3/BB-/BB- by any one of Moody’s, S&P or Fitch, respectively.

A copy of the press release announcing the election is filed as Exhibit 99.1 to this Report and is incorporated herein by reference.

AsItem a result of these changes, a security would be counted as investment grade if it had an investment grade rating by any one of Moody’s, S&P or Fitch, even if the other two rating agencies rated it below investment grade9. ~~The effect of this change would be to reduce the Fund’s holdings deemed below investment grade purchases, as of January 31, 2011, from 16~~01.4% ~~to 12.5%.~~Financial InStatements ~~addition,~~and the Fund would be authorized to purchase below Ba or BB securities of investment grade issuers, subject to an overall 25% limit on purchasing below investment grade securities. While this change would permit the Fund Exhibits

~~-2-~~ (d) Exhibits.

to acquire securities rated B and below, the Fund’s adviser has no current intention of doing so.

Exhibit No.		Description
99.1		Press Release, dated April 21, 2015

As- ~~currently,~~2 ~~the~~- Fund will apply the ratings criteria at the time of purchase and the Fund will not be required to dispose of securities if, after purchase, they are downgraded, although the adviser may take this into account in determining whether to retain the security. As a result, more than 25% of the Fund’s holdings at any time may be rated below investment grade or in equivalent securities.

~~Risks of Investing in Securities Rated Below Ba3/BB-~~ SIGNATURES

~~The~~Pursuant ~~Fund currently can purchase below-investment grade securities with ratings of at least Ba3 by Moody’s and BB- by S&P and Fitch; such ratings generally indicate an issuer that is less vulnerable~~ to non-payment of its obligations than other speculative issuers. The issuer, however, faces major ongoing uncertainty or exposure to adverse business, financial or economic conditions that could lead to inadequate capacity to meet its financial commitments. Under the ~~Fund’s new investment~~requirements ~~policy~~of ~~with respect to~~ the ~~investment~~Securities ~~grade~~Exchange ~~rating~~Act of ~~securities~~1934, ~~the Fund may invest in securities with ratings below Ba3/BB- so long~~ as ~~the issuer of such securities has an outstanding class of senior debt rated investment grade by any one of Moody’s~~amended, ~~S&P or Fitch. Although a company’s senior debt rating may be investment grade, an underlying security issued by such company in which~~ the ~~Fund~~ ~~may~~Registrant ~~invest may have a lower than investment grade rating. A security with a rating below Ba3/BB- generally indicates the issuer of such security~~ has ~~a high degree of vulnerability of not~~duly ~~paying~~caused ~~its~~this ~~financial~~report ~~obligations. A security rated B1~~ to B3be bysigned ~~Moody’s,~~on ~~or B+ to B- by S&P or Fitch, for example, indicates an issuer that is more vulnerable to not paying~~ its ~~obligations~~behalf than a Ba3 or BB- issuer; the issuer, however, currently has the capacity to meet its financial commitments, although adverse business, financial, or economic conditions will likely impair the issuer’s capacity or willingness to meet its financial commitments. Securities rated Caa by ~~Moody’s~~ ~~or CCC by S&P or Fitch indicate an issuer that is highly speculative and likely to be in, or very near default with some prospects of recovery of principal and interest., although~~ the ~~issuer~~ isundersigned ~~dependent~~hereunto ~~upon favorable business, financial, and economic conditions to meet its~~duly ~~financial commitments~~authorized. ~~Securities rated below Caa or CCC generally indicate an issuer that it highly vulnerable to not paying its obligations or that has defaulted on an obligation.~~

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	FLAHERTY & CRUMRINE
	PREFERRED INCOME OPPORTUNITY
	FUND INCORPORATED

Date: April 22, 2015	By:	/s/ R. Eric Chadwick

		R. Eric Chadwick
		Chief Executive Officer and President

~~SIGNATURES~~ - 3 -

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED
Date: February 3, 2011	By:	/s/ Donald F. Crumrine
		Donald F. Crumrine
		Chairman of the Board and Chief Executive Officer

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