PREFERRED INCOME FUND INC
N-30B-2, 1996-04-10
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                                    PREFERRED
                                     INCOME
                                      FUND




                                    Quarterly
                                     Report




                                February 29, 1996


<PAGE>

PREFERRED INCOME FUND
INCORPORATED

Dear Shareholder:

    The Preferred Income Fund turned in a solid performance in the fiscal first
quarter ending February 29, 1996. The total return on the net asset value
("NAV") of the Fund's shares was -1.1%. That was a good result considering the
rise in interest rates, which put pressure on fixed income investments
generally, and some disruptive tax proposals introduced in Washington.

    Long term interest rates, as represented by yields on Treasury bonds,
suddenly spurted to almost 6.5% in the last few weeks of February after drifting
just above 6% for most of the quarter. Investors appeared to throw in the towel
on the chances for meaningful action this year on deficit reduction because of
the deadlock in Washington and the distractions caused by the Republican primary
campaigns. The bond market headed south, and most preferred stocks followed
along.

    As we would expect, the Fund's hedges were a strong positive under these
circumstances. The put options owned by the Fund appreciated roughly $1.7
million ($0.18 per share) in the quarter. An immediate benefit of these gains
was that they offset part of the decline in the value of the Fund's preferred
stock holdings. If the gains persist over a period of time, they also will make
it possible to add to the preferred stock portfolio and, possibly, increase the
Fund's income.

    As I have mentioned before in these letters, hedging with put options is not
a "free lunch." Using the analogy of buying an insurance policy, there is a
premium to be paid and a deductible to be met before any money comes back to
cover losses. Ordinarily, hedging should provide better protection against large
increases in interest rates than smaller ones. All these factors played a role
in the results for the last quarter.

    In the budget negotiations in early December, the Clinton Administration
proposed a long list of "corporate welfare" provisions which could have an
impact on the Fund. Those included a reduction of the intercorporate dividends
received deduction ("DRD") from 70% to 50%, which would make preferred stocks
less attractive to corporate investors if it were enacted. Initially, this put
pressure on preferred prices, but the market has subsequently recovered.
Investors now appear to view the proposals as a political maneuver over a
deficit reduction bill that is not likely to become law. We are encouraged by
the strong support for the DRD that we have encountered in Congress, but we are
continuing to monitor the situation closely.

    Uncertainty surrounding interest rates and the tax laws has not helped the
market price of the Fund's shares. The discount from NAV widened in reaction to
the tax changes proposed in December, and it continues to linger around 15%. The
market appears to be giving little recognition to the Fund's strong performance
based on NAV and its success in meeting its income objective as discussed in our
Annual Report.

                                            Sincerely,
                                         /s/Robert T. Flaherty
                                            Robert T. Flaherty
                                            Chairman of the Board

March 18, 1996
<PAGE>
- ------------------------------------------------------------------------------
Preferred Income Fund Incorporated
SUMMARY OF INVESTMENTS
FEBRUARY 29, 1996 (UNAUDITED)
- ----------------------------
                                                                       PERCENT
                                                        VALUE          OF TOTAL
                                                       (000'S)        NET ASSETS
                                                       -------        ----------
ADJUSTABLE RATE PREFERRED STOCK
    Utilities .................................        $ 16,250            7.8%
    Banking ...................................          39,148           18.8
                                                       --------           ----
        Total Adjustable Rate .................          55,398           26.6
                                                       --------          -----
FIXED RATE PREFERRED STOCK

    Utilities .................................          81,477           39.1
    Banking ...................................          45,866           22.0
    Financial Services ........................           5,190            2.5
    Insurance .................................           2,512            1.2
    Other .....................................           7,981            3.8
                                                       --------          -----
        Total Fixed Rate ......................         143,026           68.6
                                                       --------          -----
TOTAL PREFERRED STOCK .........................         198,424           95.2
REPURCHASE AGREEMENTS .........................           2,600            1.3
PURCHASED PUT OPTIONS .........................           4,360            2.1
                                                       --------          -----
TOTAL INVESTMENTS .............................         205,384           98.6
OTHER ASSETS AND LIABILITIES (NET) ............           3,001            1.4
                                                       --------          -----
    TOTAL NET ASSETS ..........................        $208,385          100.0%
                                                       ========          =====

<PAGE>

FINANCIAL DATA
PER SHARE OF COMMON STOCK (UNAUDITED)
- -------------------------------------
                                                                      DIVIDEND
                          DIVIDEND     NET ASSET          NYSE      REINVESTMENT
                            PAID         VALUE       CLOSING PRICE    PRICE(1)
                          --------     ---------     -------------  ------------
December 31, 1995 ....     $0.087        $15.54          $13.500       $13.48
January 31, 1996 .....      0.087         15.61           13.625        13.74
February 29, 1996 ....      0.087         15.33           13.625        13.65
- ----------
(1) Whenever the net asset value per share of the Fund's common stock is less
    than or equal to the market price per share on the payment date, new shares
    issued will be valued at the higher of net asset value or 95% of the then
    current market price. Otherwise, the reinvestment shares of common stock
    will be purchased in the open market.

- -------------------------------------------------------------------------------
                                             Preferred Income Fund Incorporated
                                          STATEMENT OF CHANGES IN NET ASSETS(1)
                               THREE MONTHS ENDED FEBRUARY 29, 1996 (UNAUDITED)
                               ------------------------------------------------
OPERATIONS:
    Net investment income ........................................ $  3,244,267
    Net realized gain on investments sold ........................    1,096,511
    Net unrealized depreciation of investments during the period .   (5,747,168)
                                                                   ------------
        Net decrease in net assets from operations ...............   (1,406,390)
DISTRIBUTIONS:
    Dividends paid from net investment income to Money Market
      Cumulative Preferred\TM/ Stock Shareholders ................     (694,048)
    Dividends paid from net investment income to Common Stock
      Shareholders ...............................................   (2,567,856)
                                                                   ------------
        Net decrease in net assets ...............................   (4,668,294)
NET ASSETS:
    Beginning of period ..........................................  213,053,235
                                                                   ------------
    End of period ................................................ $208,384,941
                                                                   ============

                                                       FINANCIAL HIGHLIGHTS(1)
                              THREE MONTHS ENDED FEBRUARY 29, 1996 (UNAUDITED)
                         FOR A COMMON SHARE OUTSTANDING THROUGHOUT THE PERIOD.
                         -----------------------------------------------------

OPERATING PERFORMANCE:
    Net asset value, beginning of period ......................... $      15.80
                                                                   ------------
    Net investment income ........................................         0.33
    Net realized gain and unrealized depreciation on investments .        (0.48)
                                                                   ------------
    Net decrease in net asset value resulting from investment
      operations .................................................        (0.15)
DISTRIBUTIONS:
    Dividends declared to Money Market Cumulative Preferred\TM/
      Stock Shareholders .........................................        (0.07)
    Dividends paid from net investment income ....................        (0.26)
    Change in accumulated undeclared dividends on Money Market
      Cumulative Preferred\TM/ Stock .............................         0.01
                                                                   ------------
    Total from distributions .....................................        (0.32)
                                                                   ------------
    Net asset value, end of period ............................... $      15.33
                                                                   ============
    Market value, end of period .................................. $     13.625
                                                                   ============
    Net assets, end of period .................................... $208,384,941
                                                                   ============
    Common shares outstanding, end of period .....................    9,838,571
                                                                   ============
RATIOS TO AVERAGE NET ASSETS AVAILABLE TO COMMON STOCK SHAREHOLDERS/
SUPPLEMENTAL DATA:
    Net investment income ........................................       6.83%*
    Operating expenses ...........................................       1.52%*
    Portfolio turnover rate ......................................         16%
- ----------
(1) These tables summarize the three months ended February 29, 1996 and should
    be read in conjunction with the Fund's audited financial statements,
    including footnotes, in its Annual Report dated November 30,1995.
  * Annualized.
<PAGE>


  DIRECTORS
    Martin Brody
    Donald F. Crumrine
    Robert T. Flaherty
    Morgan Gust
    Robert F. Wulf

  OFFICERS
    Robert T. Flaherty
      Chairman of the Board
      and President
    Donald F. Crumrine
      Vice President
      and Secretary
    Robert M. Ettinger
      Vice President
    Peter C. Stimes
      Vice President
      and Treasurer
    Carl D. Johns
      Assistant Treasurer

  INVESTMENT ADVISER
    Flaherty & Crumrine Incorporated

  QUESTIONS CONCERNING YOUR SHARES OF PREFERRED
    INCOME FUND?
    * If your shares are held in a Brokerage
      Account, contact your Broker.

    * If you have physical possession of your shares in certificate form,
      contact the Fund's Transfer Agent & Shareholder Servicing
      Agent --

         First Data Investor Services Group, Inc.
             P.O. Box 1376
             Boston, MA 02104
             1-800-331-1710

THIS REPORT IS SENT TO SHAREHOLDERS OF PREFERRED INCOME FUND INCORPORATED FOR
THEIR INFORMATION. IT IS NOT A PROSPECTUS, CIRCULAR OR REPRESENTATION INTENDED
FOR USE IN THE PURCHASE OR SALE OF SHARES OF THE FUND OR OF ANY SECURITIES
MENTIONED IN THIS REPORT.
<PAGE>
<PAGE>

                                    PREFERRED
                                     INCOME
                                   MANAGEMENT
                                      FUND




                                    QUARTERLY
                                     REPORT




                                FEBRUARY 29, 1996

<PAGE>

PREFERRED INCOME MANAGEMENT FUND
INCORPORATED

Dear Shareholder:

    The Preferred Income Management Fund turned in a solid performance in the
fiscal first quarter ending February 29, 1996. The total return on the net asset
value ("NAV") of the Fund's shares was -1.4%. That was a good result considering
the rise in interest rates, which put pressure on fixed income investments
generally, and some disruptive tax proposals introduced in Washington.

    Long term interest rates, as represented by yields on Treasury bonds,
suddenly spurted to almost 6.5% in the last few weeks of February after drifting
just above 6% for most of the quarter. Investors appeared to throw in the towel
on the chances for meaningful action this year on deficit reduction because of
the deadlock in Washington and the distractions caused by the Republican primary
campaigns. The bond market headed south, and most preferred stocks followed
along.

    As we would expect, the Fund's hedges were a strong positive under these
circumstances. The put options owned by the Fund appreciated roughly $1.9
million ($0.20 per share) in the quarter. An immediate benefit of these gains
was that they offset part of the decline in the value of the Fund's preferred
stock holdings. If the gains persist over a period of time, they also will make
it possible to add to the preferred stock portfolio and, possibly, increase the
Fund's income.

    As I have mentioned before in these letters, hedging with put options is not
a "free lunch." Using the analogy of buying an insurance policy, there is a
premium to be paid and a deductible to be met before any money comes back to
cover losses. Ordinarily, hedging should provide better protection against large
increases in interest rates than smaller ones. All these factors played a role
in the results for the last quarter.

    In the budget negotiations in early December, the Clinton Administration
proposed a long list of "corporate welfare" provisions which could have an
impact on the Fund. Those included a reduction of the intercorporate dividends
received deduction ("DRD") from 70% to 50%, which would make preferred stocks
less attractive to corporate investors if it were enacted. Initially, this put
pressure on preferred prices, but the market has subsequently recovered.
Investors now appear to view the proposals as a political maneuver over a
deficit reduction bill that is not likely to become law. We are encouraged by
the strong support for the DRD that we have encountered in Congress, but we are
continuing to monitor the situation closely.

    Uncertainty surrounding interest rates and the tax laws has not helped the
market price of the Fund's shares. The discount from NAV widened in reaction to
the tax changes proposed in December, and it continues to linger around 14%. The
market appears to be giving little recognition to the Fund's strong performance
based on NAV and its success in meeting its income objective as discussed in our
Annual Report.

                                            Sincerely,
                                         /s/Robert T. Flaherty
                                            Robert T. Flaherty
                                            Chairman of the Board

March 18, 1996
<PAGE>
- ------------------------------------------------------------------------------
Preferred Income Management Fund Incorporated
SUMMARY OF INVESTMENTS
FEBRUARY 29, 1996 (UNAUDITED)
- ----------------------------
                                                                       PERCENT
                                                        VALUE          OF TOTAL
                                                       (000'S)        NET ASSETS
                                                       -------        ----------
ADJUSTABLE RATE PREFERRED STOCK
    Utilities ........................................  $ 12,376            5.9%
    Banking ..........................................    35,638           17.0
                                                        --------          -----
        Total Adjustable Rate ........................    48,014           22.9
                                                        --------          -----
FIXED RATE PREFERRED STOCK
    Utilities ........................................    82,360           39.2
    Banking ..........................................    48,334           23.0
    Financial Services ...............................     6,103            2.9
    Insurance ........................................     3,218            1.5
    Other ............................................     8,376            4.0
                                                        --------          -----
        Total Fixed Rate .............................   148,391           70.6
                                                        --------          -----
TOTAL PREFERRED STOCK ................................   196,405           93.5
COMMON STOCK
  Utilities ..........................................     2,188            1.0
REPURCHASE AGREEMENTS ................................     1,185            0.6
PURCHASED PUT OPTIONS ................................     4,712            2.2
                                                        --------          -----
TOTAL INVESTMENTS ....................................   204,490           97.3
OTHER ASSETS AND LIABILITIES (NET) ...................     5,713            2.7
                                                        --------          -----
    TOTAL NET ASSETS .................................  $210,203          100.0%
                                                        ========          =====
FINANCIAL DATA
PER SHARE OF COMMON STOCK (UNAUDITED)
- -------------------------------------
                                                                     DIVIDEND
                      DIVIDEND   NET ASSET           NYSE          REINVESTMENT
                        PAID       VALUE         CLOSING PRICE       PRICE(1)
                      --------   ---------       ------------      ------------
December 31, 1995 ...  $0.082      $14.31          $12.375           $12.38
January 31, 1996 ....   0.082       14.34           12.500            12.56
February 29, 1996 ...   0.082       14.06           12.250            12.28
- ----------
(1) Whenever the net asset value per share of the Fund's common stock is less
    than or equal to the market price per share on the payment date, new shares
    issued will be valued at the higher of net asset value or 95% of the then
    current market price. Otherwise, the reinvestment shares of common stock
    will be purchased in the open market.
<PAGE>
- -------------------------------------------------------------------------------
                                 Preferred Income Management Fund Incorporated
                                          STATEMENT OF CHANGES IN NET ASSETS(1)
                               THREE MONTHS ENDED FEBRUARY 29, 1996 (UNAUDITED)
                               ------------------------------------------------
OPERATIONS:

    Net investment income ....................................     $  3,237,877
    Net realized gain on investments sold ....................        1,658,645
    Net unrealized depreciation of investments during the period     (6,298,748)
                                                                   ------------
        Net decrease in net assets from operations ...........       (1,402,226)
DISTRIBUTIONS:
    Dividends paid from net investment income to Money Market
      Cumulative Preferred\TM/ Stock Shareholders ..........         (905,812)
    Dividends paid from net investment income to Common Stock
      Shareholders ...........................................       (2,316,537)
                                                                   ------------
        Net decrease in net assets ...........................       (4,624,575)
NET ASSETS:
    Beginning of period ......................................      214,827,084
                                                                   ------------
    End of period ............................................     $210,202,509
                                                                   ============

                                                       FINANCIAL HIGHLIGHTS(1)
                              THREE MONTHS ENDED FEBRUARY 29, 1996 (UNAUDITED)
                         FOR A COMMON SHARE OUTSTANDING THROUGHOUT THE PERIOD.
                         -----------------------------------------------------

OPERATING PERFORMANCE:
    Net asset value, beginning of period ......................    $      14.54
                                                                   ------------
    Net investment income .....................................            0.34
    Net realized gain and unrealized depreciation on investments          (0.48)
                                                                   ------------
    Net decrease in net asset value resulting from investment
      operations ..............................................           (0.14)
DISTRIBUTIONS:
    Dividends declared to Money Market Cumulative Preferred\TM/
      Stock Shareholders ......................................           (0.10)
    Dividends paid from net investment income .................           (0.25)
    Change in accumulated undeclared dividends on Money Market
      Cumulative Preferred\TM/ Stock ..........................            0.01
                                                                   ------------
    Total from distributions ..................................           (0.34)
                                                                   ------------
    Net asset value, end of period ............................    $      14.06
                                                                   ============
    Market value, end of period ...............................    $     12.250
                                                                   ============
    Net assets, end of period .................................    $210,202,509
                                                                   ============
    Common shares outstanding, end of period ..................       9,416,743
                                                                   ============
RATIOS TO AVERAGE NET ASSETS AVAILABLE TO COMMON STOCK SHAREHOLDERS/
SUPPLEMENTAL DATA:
    Net investment income .....................................           7.15%*
    Operating expenses ........................................           1.84%*
    Portfolio turnover rate ...................................             20%
- ----------
(1) These tables summarize the three months ended February 29, 1996 and should
    be read in conjunction with the Fund's audited financial statements,
    including footnotes, in its Annual Report dated November 30, 1995.
  * Annualized.
<PAGE>

                       
  DIRECTORS            
    Martin Brody       
    Donald F. Crumrine
    Robert T. Flaherty
    Morgan Gust
    Robert F. Wulf

  OFFICERS
    Robert T. Flaherty
      Chairman of the Board
      and President
    Donald F. Crumrine
      Vice President
      and Secretary
    Robert M. Ettinger
      Vice President
    Peter C. Stimes
      Vice President
      and Treasurer
    Carl D. Johns
      Assistant Treasurer

  INVESTMENT ADVISER
    Flaherty & Crumrine Incorporated

  QUESTIONS CONCERNING YOUR SHARES OF PREFERRED
    INCOME MANAGEMENT FUND?
    o If your shares are held in a Brokerage
      Account, contact your Broker.
    o If you have physical possession of your shares in certificate form,
      contact the Fund's Transfer Agent & Shareholder Servicing
      Agent --

         First Data Investor Services Group, Inc.
             P.O. Box 1376
             Boston, MA 02104
             1-800-331-1710

THIS REPORT IS SENT TO SHAREHOLDERS OF PREFERRED INCOME MANAGEMENT FUND
INCORPORATED FOR THEIR INFORMATION. IT IS NOT A PROSPECTUS, CIRCULAR OR
REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF SHARES OF THE FUND OR
OF ANY SECURITIES MENTIONED IN THIS REPORT.

<PAGE>

                                    PREFERRED
                                     INCOME
                                   OPPORTUNITY
                                      FUND




                                    QUARTERLY
                                     REPORT



                                FEBRUARY 29, 1996


<PAGE>

PREFERRED INCOME OPPORTUNITY FUND
INCORPORATED

Dear Shareholder:

    The Preferred Income Opportunity Fund turned in a solid performance in the
fiscal first quarter ending February 29, 1996. The total return on the net asset
value ("NAV") of the Fund's shares was -1.3%. That was a good result considering
the rise in interest rates, which put pressure on fixed income investments
generally, and some disruptive tax proposals introduced in Washington.

    Long term interest rates, as represented by yields on Treasury bonds,
suddenly spurted to almost 6.5% in the last few weeks of February after drifting
just above 6% for most of the quarter. Investors appeared to throw in the towel
on the chances for meaningful action this year on deficit reduction because of
the deadlock in Washington and the distractions caused by the Republican primary
campaigns. The bond market headed south, and most preferred stocks followed
along.

    As we would expect, the Fund's hedges were a strong positive under these
circumstances. The put options owned by the Fund appreciated roughly $1.8
million ($0.16 per share) in the quarter. An immediate benefit of these gains
was that they offset part of the decline in the value of the Fund's preferred
stock holdings. If the gains persist over a period of time, they also will make
it possible to add to the preferred stock portfolio and, possibly, increase the
Fund's income.

    As I have mentioned before in these letters, hedging with put options is not
a "free lunch." Using the analogy of buying an insurance policy, there is a
premium to be paid and a deductible to be met before any money comes back to
cover losses. Ordinarily, hedging should provide better protection against large
increases in interest rates than smaller ones. All these factors played a role
in the results for the last quarter.

    In the budget negotiations in early December, the Clinton Administration
proposed a long list of "corporate welfare" provisions which could have an
impact on the Fund. Those included a reduction of the intercorporate dividends
received deduction ("DRD") from 70% to 50%, which would make preferred stocks
less attractive to corporate investors if it were enacted. Initially, this put
pressure on preferred prices, but the market has subsequently recovered.
Investors now appear to view the proposals as a political maneuver over a
deficit reduction bill that is not likely to become law. We are encouraged by
the strong support for the DRD that we have encountered in Congress, but we are
continuing to monitor the situation closely.

    Uncertainty surrounding interest rates and the tax laws has not helped the
market price of the Fund's shares. The discount from NAV widened in reaction to
the tax changes proposed in December, and it continues to linger around 15%. The
market appears to be giving little recognition to the Fund's strong performance
based on NAV and its success in meeting its income objective as discussed in our
Annual Report.

                                            Sincerely,
                                         /s/Robert T. Flaherty
                                            Robert T. Flaherty
                                            Chairman of the Board

March 18, 1996
<PAGE>
- ------------------------------------------------------------------------------
Preferred Income Opportunity Fund Incorporated
SUMMARY OF INVESTMENTS
FEBRUARY 29, 1996 (UNAUDITED)
- ----------------------------
                                                                      PERCENT
                                                       VALUE          OF TOTAL
                                                      (000'S)        NET ASSETS
                                                      -------        ----------
ADJUSTABLE RATE PREFERRED STOCK
    Utilities ...................................     $ 21,217           10.4%
    Banking .....................................       28,190           13.8
                                                      --------          -----
        Total Adjustable Rate ...................       49,407           24.2
                                                      --------          -----
FIXED RATE PREFERRED STOCK
    Utilities ...................................      101,698           49.9
    Banking .....................................       21,015           10.3
    Financial Services ..........................        5,917            2.9
    Insurance ...................................        2,764            1.4
    Other .......................................        8,241            4.1
                                                      --------          -----
        Total Fixed Rate ........................      139,635           68.6
                                                      --------          -----
TOTAL PREFERRED STOCK ...........................      189,042           92.8
COMMON STOCK
    Utilities ...................................        2,188            1.1
REPURCHASE AGREEMENTS ...........................        5,904            2.9
PURCHASED PUT OPTIONS ...........................        4,342            2.1
                                                      --------          -----
TOTAL INVESTMENTS ...............................      201,476           98.9
OTHER ASSETS AND LIABILITIES (NET) ..............        2,141            1.1
                                                      --------          -----
    TOTAL NET ASSETS ............................     $203,617          100.0%
                                                      ========          =====
FINANCIAL DATA
PER SHARE OF COMMON STOCK (UNAUDITED)
- -------------------------------------
                                                                      DIVIDEND
                       DIVIDEND     NET ASSET         NYSE          REINVESTMENT
                         PAID         VALUE       CLOSING PRICE       PRICE(1)
                       --------     ---------     -------------     ------------
December 31, 1995 .....$0.0695       $12.14         $10.375           $10.47
January 31, 1996 ...... 0.0695        12.18          10.750            10.73
February 29, 1996 ..... 0.0695        11.95          10.500            10.58
- ----------
(1) Whenever the net asset value per share of the Fund's common stock is less
    than or equal to the market price per share on the payment date, new shares
    issued will be valued at the higher of net asset value or 95% of the then
    current market price. Otherwise, the reinvestment shares of common stock
    will be purchased in the open market.
<PAGE>
- -------------------------------------------------------------------------------
                                 Preferred Income Opportunity Fund Incorporated
                                          STATEMENT OF CHANGES IN NET ASSETS(1)
                               THREE MONTHS ENDED FEBRUARY 29, 1996 (UNAUDITED)
                               ------------------------------------------------
OPERATIONS:
    Net investment income .......................................  $  3,095,377
    Net realized gain on investments sold .......................       809,184
    Net unrealized depreciation of investments during the period     (5,263,301)
                                                                   ------------
        Net decrease in net assets from operations ..............    (1,358,740)
DISTRIBUTIONS:
    Dividends paid from net investment income to Money Market
      Cumulative Preferred\TM/ Stock Shareholders ...............      (419,223)
    Dividends paid from net investment income to Common Stock
      Shareholders ..............................................    (2,325,055)
                                                                   ------------
        Net decrease in net assets ..............................    (4,103,018)
NET ASSETS:
    Beginning of period .........................................   207,720,095
                                                                   ------------
    End of period ...............................................  $203,617,077
                                                                   ============

                                                       FINANCIAL HIGHLIGHTS(1)
                              THREE MONTHS ENDED FEBRUARY 29, 1996 (UNAUDITED)
                         FOR A COMMON SHARE OUTSTANDING THROUGHOUT THE PERIOD.
                         -----------------------------------------------------

OPERATING PERFORMANCE:
    Net asset value, beginning of period ......................... $      12.35
                                                                   ------------
    Net investment income ........................................         0.28
    Net realized gain and unrealized depreciation on investments .        (0.40)
                                                                   ------------
    Net decrease in net asset value resulting from investment
      operations .................................................        (0.12)
DISTRIBUTIONS:
    Dividends declared to Money Market Cumulative Preferred\TM/
      Stock Shareholders .........................................        (0.04)
    Dividends paid from net investment income ....................        (0.21)
    Change in accumulated undeclared dividends on Money Market
      Cumulative Preferred\TM/ Stock .............................        (0.03)
                                                                   ------------
    Total from distributions .....................................        (0.28)
                                                                   ------------
    Net asset value, end of period ............................... $      11.95
                                                                   ============
    Market value, end of period .................................. $     10.500
                                                                   ============
    Net assets, end of period .................................... $203,617,077
                                                                   ============
    Common shares outstanding, end of period .....................   11,151,287
                                                                   ============

RATIOS TO AVERAGE NET ASSETS AVAILABLE TO COMMON STOCK SHAREHOLDERS/
SUPPLEMENTAL DATA:
    Net investment income ........................................       6.91%*
    Operating expenses ...........................................       1.71%*
    Portfolio turnover rate ......................................         16%
- ----------
(1) These tables summarize the three months ended February 29, 1996 and should
    be read in conjunction with the Fund's audited financial statements,
    including footnotes, in its Annual Report dated November 30, 1995.
  * Annualized.
<PAGE>


  DIRECTORS
    Martin Brody
    Donald F. Crumrine
    Robert T. Flaherty
    Morgan Gust
    Robert F. Wulf

  OFFICERS
    Robert T. Flaherty
      Chairman of the Board
      and President
    Donald F. Crumrine
      Vice President
      and Secretary
    Robert M. Ettinger
      Vice President
    Peter C. Stimes
      Vice President
      and Treasurer
    Carl D. Johns
      Assistant Treasurer

  INVESTMENT ADVISER
    Flaherty & Crumrine Incorporated

  QUESTIONS CONCERNING YOUR SHARES OF PREFERRED
    INCOME OPPORTUNITY FUND?
    o If your shares are held in a Brokerage
      Account, contact your Broker.

    o If you have physical possession of your shares in certificate form,
      contact the Fund's Transfer Agent & Shareholder Servicing
      Agent --

         First Data Investor Services Group, Inc.
             P.O. Box 1376
             Boston, MA 02104
             1-800-331-1710

THIS REPORT IS SENT TO SHAREHOLDERS OF PREFERRED INCOME OPPORTUNITY FUND
INCORPORATED FOR THEIR INFORMATION. IT IS NOT A PROSPECTUS, CIRCULAR OR
REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF SHARES OF THE FUND OR
OF ANY SECURITIES MENTIONED IN THIS REPORT.




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