OMB APPROVAL
OMB NUMBER: 3235-0145
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Preferred Income Opportunity Fund
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74037H-10-4
(CUSIP Number)
Check the following box if a fee is being paid with this
statement "X" (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SEC 1745 (5-87)
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CUSIP NO. 74037H-10-4 13G
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Commerce Group, Inc.
ID#: 04-2599931
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)0
(b)0
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE VOTING POWER
1,524,100
6. SHARED VOTING POWER
N/A
7. SOLE DISPOSITIVE POWER
1,524,100
8. SHARED DISPOSITIVE POWER
N/A
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,524,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.7%
12. TYPE OF REPORTING PERSON*
HC
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THE COMMERCE GROUP, INC.
SCHEDULE 13G
December 5, 1997
Item 1.
a. Preferred Income Opportunity Fund
b. 301 E. Colorado Blvd.
Pasadena, CA 91101-1911
Item 2.
a. The Commerce Group, Inc.
b. 211 Main Street, Webster, MA 01570;
c. Organized under the laws of the Commonwealth of
Massachusetts;
d. Common Stock of Preferred Income Opportunity Fund;
e. Preferred Income Opportunity Fund CUSIP - 74037H-10-4
Item 3. If this statement is filed pursuant to Rule 13d-
1(b), or 13d-2(b), check whether the person filing
is a:
Parent Holding Company, in accordance with 240.13d-
1(b)(1)(ii)(G);
Item 4. Ownership
a. 1,524,100 shares of common stock;
b. 13.7% of common stock owned;
c. (i) 1,524,100 shares;
(ii) N/A;
(iii) 1,524,100 shares;
(iv) N/A;
Item 5. Ownership of Five Percent or Less of a Class
N/A;
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A;
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company
The Commerce Insurance Company - (IC);
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THE COMMERCE GROUP, INC.
SCHEDULE 13G
December 5, 1997
Item 8. Identification and Classification of Members of
the
Group
N/A;
Item 9. Notice of Dissolution of Group
N/A;
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
December 5, 1997
Date
Signature
Randall V. Becker,
Chief Accounting Officer &
Treasurer
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