SCHEDULE 14A
                                 PROXY STATEMENT
        PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by Registrant [X]
Filed by Party other than the Registrant

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only as permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12

             FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED
                (Name of Registrant as Specified in Its Charter)

                     ---------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title  of  each  class  of   securities  to  which   transaction   applies:
___________________________
(2) Aggregate   number  of  securities  to  which transaction  applies:
____________________________
(3) Per unit price or other underlying  value of  transaction computed  pursuant
to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
calculated and state how it was determined):____________________________________
(4) Proposed maximum aggregate value of transaction:____________________________
(5) Total fee paid:_____________________________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

(1) Amount previously paid:_____________________________________________________
(2) Form, Schedule or Registration Statement No.:_______________________________
(3) Filing Party: ______________________________________________________________
(4) Date Filed: ________________________________________________________________




       FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED (NYSE: PFD)
 FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (NYSE: PFO)
                      301 E. Colorado Boulevard, Suite 720
                           Pasadena, California 91101

                    NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
                          To Be Held on April 20, 2007

To the Shareholders:

         Notice is hereby  given that the Annual  Meetings  of  Shareholders  of
Flaherty & Crumrine  Preferred Income Fund  Incorporated and Flaherty & Crumrine
Preferred Income Opportunity Fund Incorporated (each a "Fund" and, collectively,
the  "Funds"),  each a  Maryland  corporation,  will be held at the  offices  of
Willkie Farr & Gallagher LLP, 787 Seventh Avenue, Conference Room 45A, New York,
New York 10019 at 8:30 a.m. ET, on April 20, 2007, for the following purposes:

         1. To elect Directors of each Fund (PROPOSAL 1).

         2. To  transact  such other  business as may  properly  come before the
            Annual Meetings or any adjournments thereof.

         YOUR VOTE IS IMPORTANT!

         The  proposal set forth in this proxy  statement  is a routine  item. A
routine item is one which occurs  annually and makes no  fundamental or material
changes to a fund's investment objectives,  policies or restrictions,  or to the
investment management contracts.

         The Board of  Directors of each Fund has fixed the close of business on
January 26, 2007 as the record date for the  determination  of  shareholders  of
each Fund entitled to notice of and to vote at the Annual Meetings.


                                           By Order of the Boards of Directors,



                                           CHAD C. CONWELL
                                           SECRETARY




February 16, 2007

--------------------------------------------------------------------------------
SEPARATE  PROXY  CARDS  ARE  ENCLOSED  FOR EACH  FUND IN WHICH  YOU OWN  SHARES.
SHAREHOLDERS  WHO DO NOT EXPECT TO ATTEND THE ANNUAL  MEETINGS ARE  REQUESTED TO
COMPLETE,  SIGN AND DATE THE ENCLOSED PROXY CARD(S). THE PROXY CARD(S) SHOULD BE
RETURNED  IN THE  ENCLOSED  ENVELOPE,  WHICH  NEEDS NO  POSTAGE IF MAILED IN THE
CONTINENTAL UNITED STATES.  INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE
SET FORTH ON THE INSIDE COVER.
--------------------------------------------------------------------------------



                      INSTRUCTIONS FOR SIGNING PROXY CARDS

         The  following  general  rules  for  signing  proxy  cards  may  be  of
assistance to you and may avoid the time and expense to the Fund(s)  involved in
validating your vote if you fail to sign your proxy card(s) properly.

         1.  Individual  Accounts:  Sign your name  exactly as it appears in the
registration on the proxy card(s).

         2. Joint  Accounts:  Either  party may sign,  but the name of the party
signing should conform exactly to a name shown in the registration.

         3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:

REGISTRATION                                       VALID SIGNATURE

CORPORATE ACCOUNTS

(1)      ABC Corp.                                 ABC Corp.
(2)      ABC Corp.                                 John Doe, Treasurer
(3)      ABC Corp. c/o John Doe, Treasurer         John Doe
(4)      ABC Corp. Profit Sharing Plan             John Doe, Trustee

TRUST ACCOUNTS

(1)      ABC Trust                                 Jane B. Doe, Trustee
(2)      Jane B. Doe, Trustee                      Jane B. Doe
         u/t/d 12/28/78

CUSTODIAN OR ESTATE ACCOUNTS

(1)      John B. Smith, Cust.,                     John B. Smith
         f/b/o John B. Smith, Jr. UGMA
(2)      John B. Smith, Executor,                  John B. Smith, Jr., Executor
         estate of Jane Smith



       FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED (NYSE: PFD)
 FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (NYSE: PFO)

                      301 E. Colorado Boulevard, Suite 720
                           Pasadena, California 91101

                         ANNUAL MEETINGS OF SHAREHOLDERS
                                 April 20, 2007

                              JOINT PROXY STATEMENT

         This document is a joint proxy statement  ("Joint Proxy Statement") for
Flaherty & Crumrine Preferred Income Fund Incorporated  ("PREFERRED INCOME FUND"
OR "PFD") and Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated
("PREFERRED INCOME OPPORTUNITY FUND" OR "PFO") (EACH A "FUND" AND, COLLECTIVELY,
THE "FUNDS").  This Joint Proxy  Statement is furnished in  connection  with the
solicitation  of proxies by each Fund's Board of  Directors  (each a "Board" and
collectively,  the "Boards") for use at the Annual  Meeting of  Shareholders  of
each  Fund to be held on April 20,  2007,  at 8:30 a.m.  ET, at the  offices  of
Willkie Farr & Gallagher LLP, 787 Seventh Avenue, Conference Room 45A, New York,
New  York  10019  and  at  any  adjournments  thereof  (each  a  "Meeting"  and,
collectively,  the "Meetings").  A Notice of Annual Meetings of Shareholders and
proxy  card for each Fund of which you are a  shareholder  accompany  this Joint
Proxy  Statement.  Proxy  solicitations  will be  made,  beginning  on or  about
February 16, 2007,  primarily by mail, but proxy  solicitations may also be made
by telephone, telefax or personal interviews conducted by officers of each Fund,
Flaherty & Crumrine Incorporated  ("Flaherty & Crumrine" or the "Adviser"),  the
investment  adviser  of each  Fund,  and  PFPC  Inc.,  the  transfer  agent  and
administrator  of each Fund and a member of The PNC  Financial  Services  Group,
Inc. The costs of proxy  solicitation  and expenses  incurred in connection with
the  preparation of this Joint Proxy Statement and its enclosures will be shared
proportionally by the Funds.  Each Fund also will reimburse  brokerage firms and
others for their expenses in forwarding  solicitation material to the beneficial
owners of its  shares.  This proxy  statement  and form of proxy are first being
sent to shareholders on or about February 16, 2007.

         THE ANNUAL REPORT OF EACH FUND,  INCLUDING AUDITED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2006, IS AVAILABLE UPON REQUEST,  WITHOUT
CHARGE, BY WRITING TO PFPC INC., P.O. BOX 43027, PROVIDENCE,  RI 02940-3027,  OR
CALLING  1-800-331-1710.  EACH FUND'S  ANNUAL  REPORT IS ALSO  AVAILABLE  ON THE
FUNDS'  WEBSITE   (WWW.PREFERREDINCOME.COM)  AND  THE  SECURITIES  AND  EXCHANGE
COMMISSION'S ("SEC") WEBSITE (WWW.SEC.GOV).

         If the enclosed proxy card is properly executed and returned in time to
be voted at the  relevant  Meeting,  the Shares (as defined  below)  represented
thereby will be voted in accordance with the instructions marked thereon. Unless
instructions to the contrary are marked thereon, a proxy will be voted "FOR" the
election of the nominees for Director. Any shareholder who has given a proxy has
the right to revoke it at any time prior to its exercise either by attending the
relevant  Meeting  and  voting his or her  Shares in person or by  submitting  a
letter of revocation or a later-dated proxy to the appropriate Fund delivered at
the above address prior to the date of the Meeting.

         In the event that a quorum is not present at a Meeting, or in the event
that a quorum is present but  sufficient  votes to approve any of the  proposals
are  not  received,  the  persons  named  as  proxies  may  propose  one or more
adjournments of the Meeting to permit further  solicitation of proxies. Any such
adjournment  will  require the  affirmative  vote of a majority of those  shares
represented  at the Meeting in person or by proxy.  If a quorum is present,  the
persons named as proxies will vote those proxies which they are entitled to vote
"FOR" a proposal in favor of such an  adjournment  with respect to that proposal
and will vote those proxies  required to be voted  "AGAINST" a proposal  against
any such  adjournment  with respect to that proposal.  A shareholder vote may be
taken on a proposal in the Joint Proxy Statement  prior to any such  adjournment
if sufficient votes have been received for approval of that proposal.  Under the
Bylaws of each Fund,  a quorum is  constituted  by the  presence in person or by
proxy  of the  holders  of a  majority  of the  outstanding  shares  of the Fund
entitled to vote at the  Meeting.  If a proposal is to be voted upon by only one
class of a Fund's  shares,  a quorum of that class of shares  must be present at
the Meeting in order for the proposal to be considered.

         Each Fund has two classes of capital  stock:  common  stock,  par value
$0.01 per share (the "Common Stock"); and Money Market Cumulative  Preferred(TM)
Stock, par value $0.01 per share ("MMP(R)";  together with the Common Stock, the
"Shares").  Each Share is entitled to one vote at the  Meeting  with  respect to
matters to be voted on by the class to which such Share  belongs,  with pro rata
voting rights for any fractional  Shares. On the record date,  January 26, 2007,
the following number of Shares of each Fund were issued and outstanding:

                                       1





                                                                             COMMON STOCK               MMP(R)
         NAME OF FUND                                                        OUTSTANDING             OUTSTANDING
         ------------                                                        -----------             -----------
                                                                                                  
         Preferred Income Fund (PFD)                                          10,481,215                800

         Preferred Income Opportunity Fund (PFO)                              11,700,433                700


         To  the   knowledge  of  each  Fund  and  its  Board,   the   following
shareholder(s)  or  "group",  as that term is defined  in  Section  13(d) of the
Securities  Exchange Act of 1934 (the "1934 Act"),  is the  beneficial  owner or
owner of record of more than 5% of the relevant Fund's  outstanding shares as of
January 26, 2007*:




         NAME AND ADDRESS OF                                              AMOUNT AND NATURE
         BENEFICIAL/RECORD OWNER                    TITLE OF CLASS          OF OWNERSHIP               PERCENT OF CLASS
         -----------------------                    --------------          ------------               ----------------
                                                                                                    
         Cede & Co.**                                   Common              PFD -  10,076,378                96.14%
         Depository Trust Company                        Stock              (record)
         55 Water Street, 25th Floor                                        PFD - 11,401,221                 97.44%
         New York, NY                                                       (record)
         10041
                                                        MMP(R)              PFD - 800 (record)                100%
                                                                            PFO - 700 (record)                100%

---------------------
*        As  of  January 26, 2007, the Directors and officers, as a group, owned
         less than 1% of each class of Shares of each Fund.
**       A nominee partnership of The Depository Trust Company.



         This  Joint  Proxy  Statement  is being  used in order  to  reduce  the
preparation,  printing, handling and postage expenses that would result from the
use of a separate proxy statement for each Fund.  Shareholders of each Fund will
vote as a single class except as described  below under Proposal 1 and will vote
separately  for each of PFD and PFO on each  proposal on which  shareholders  of
that Fund are entitled to vote.  Separate proxy cards are enclosed for each Fund
in which a  shareholder  is a record  owner of Shares.  Thus,  if a proposal  is
approved by  shareholders  of one Fund and not approved by  shareholders  of the
other Fund,  the proposal  will be  implemented  for the Fund that  approved the
proposal  and will not be  implemented  for the Fund  that did not  approve  the
proposal.  It is therefore essential that shareholders  complete,  date and sign
EACH enclosed proxy card.  SHAREHOLDERS OF EACH FUND ARE ENTITLED TO VOTE ON THE
PROPOSALS PERTAINING TO THAT FUND.

         In order that your Shares may be represented  at the Meetings,  you are
requested to vote on the following matter:

                   SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS

PREFERRED INCOME FUND (PFD)
--------------------------------------------------------------------------------
PROPOSAL                   COMMON STOCK SHAREHOLDERS      MMP(R)SHAREHOLDERS
--------------------------------------------------------------------------------
1. Election of Directors   Common Stock Shareholders as   None
                           a single class elect
                           one Director: Morgan Gust
--------------------------------------------------------------------------------
2. Other Business          Common Stock and MMP(R) Shareholders, voting together
                           as a single class
--------------------------------------------------------------------------------

                                       2



PREFERRED INCOME OPPORTUNITY FUND (PFO)
--------------------------------------------------------------------------------
PROPOSAL                   COMMON STOCK SHAREHOLDERS      MMP(R)SHAREHOLDERS
--------------------------------------------------------------------------------
1. Election of Directors   Common Stock Shareholders as   MMP(R) Shareholders as
                           a single class elect one       a single  class elect
                           Director:  Robert F. Wulf      one Director: Donald
                                                          F. Crumrine
--------------------------------------------------------------------------------
2. Other Business          Common Stock and MMP(R) Shareholders, voting together
                           as a single class
--------------------------------------------------------------------------------
                        PROPOSAL 1: ELECTION OF DIRECTORS

         At the Meetings,  shareholders are being asked to consider the election
of Directors of each Fund. The Board of each Fund is divided into three classes,
each  class  having a term of three  years.  Each year the term of office of one
class expires and the successor or successors  elected to such class serve for a
three-year term and until their successors are duly elected and qualified.

         NOMINEES FOR THE BOARD OF DIRECTORS

         Each  nominee  named  below has  consented  to serve as a  Director  if
elected at the relevant Meeting.  If a designated  nominee declines or otherwise
becomes unavailable for election, however, the proxy confers discretionary power
on the  persons  named  therein  to vote in favor  of a  substitute  nominee  or
nominees.

         Mr.  Gust,  a Class  III  Director  of PFD,  has been  nominated  for a
three-year term to expire at PFD's 2010 Annual Meeting of Shareholders and until
his successor is duly elected and qualified.  Mr. Wulf and Mr. Crumrine,  each a
Class II Director of PFO,  have each been  nominated  for a  three-year  term to
expire at PFO's 2010 Annual Meeting of Shareholders  and until their  successors
are duly elected and qualified.

         Under each Fund's Articles of Incorporation, Articles Supplementary and
the  Investment  Company Act of 1940,  as amended (the "1940  Act"),  holders of
MMP(R),  voting as a single  class,  are  entitled to elect two  Directors,  and
holders of the  Common  Stock are  entitled  to elect the  remaining  Directors.
However,  subject to the provisions of the 1940 Act and each Fund's  Articles of
Incorporation, the holders of MMP(R), when dividends are in arrears for two full
years,  are able to elect the minimum number of additional  Directors that, when
combined with the two Directors elected by the holders of MMP(R), would give the
holders of MMP(R) a majority of the  Directors.  Donald F. Crumrine and Karen H.
Hogan,  as Directors,  currently  represent  holders of MMP(R) of each Fund. Mr.
Crumrine,  as a Director of PFO, has been nominated by PFO's Board as a Director
to represent its holders of MMP(R). A quorum of the MMP(R)  shareholders must be
present at the Meeting of PFO in order for the proposal to elect Mr. Crumrine to
be considered.

                        FUND (CLASS)              NOMINEE FOR DIRECTOR

                   PFD (Common Stock)                   Gust

                   PFO (Common Stock)                   Wulf
                   PFO (MMP(R))                       Crumrine

                                       3


INFORMATION ABOUT DIRECTORS AND OFFICERS

         Set forth in the table below are the  existing  Directors  and nominees
for  election to the Boards of  Directors  of the Funds,  including  information
relating to their respective positions held with each Fund, a brief statement of
their principal  occupations during the past five years and other directorships,
if any.



                                                                                          NUMBER OF
                                                                        PRINCIPAL          FUNDS IN           OTHER
                                CURRENT         TERM OF OFFICE         OCCUPATION(S)     FUND COMPLEX     DIRECTORSHIPS
NAME, ADDRESS,                 POSITION(S)       AND LENGTH OF          DURING PAST       OVERSEEN           HELD BY
AND AGE                      HELD WITH FUNDS      TIME SERVED*           FIVE YEARS      BY DIRECTOR**      DIRECTOR
-------                      ---------------      ------------           ----------      -------------      --------
                                                                                      
NON-INTERESTED
DIRECTORS:
----------

DAVID GALE                     Director         Class I Director       President and CEO        4           Metromedia
Delta Dividend Group, Inc.                      PFD - since 1997      of Delta Dividend              International Group, Inc.
220 Montgomery Street,                          PFO - since 1997         Group, Inc.                  (telecommunications);
Suite 426                                                                (investments)                      Flaherty &
San Francisco, CA 94104                                                                                 Crumrine/Claymore
Age: 57                                                                                                P3referred Securities
                                                                                                           Income Fund
                                                                                                        Incorporated and
                                                                                                       Flaherty & Crumrine/
                                                                                                          Claymore Total
                                                                                                           Return Fund
                                                                                                           Incorporated

MORGAN GUST                    Director        Class III Director     President of Giant        4     CoBiz, Inc. (financial
301 E. Colorado Boulevard                     PFD - since inception    Industries, Inc.               services); Flaherty &
Suite 720                                     PFO - since inception  (petroleum refining                Crumrine/Claymore
Pasadena, CA 91101                                                   and marketing) since              Preferred Securities
Age: 59                                                            March 2002, and for more                 Income Fund
                                                                than five years prior thereto,             Incorporated
                                                                 Executive Vice President, and            and Flaherty &
                                                                 various other Vice President            Crumrine/Claymore
                                                                      positions at Giant                Total Return Fund
                                                                       Industries, Inc.                    Incorporated

KAREN H. HOGAN (1)             Director         Class I Director           Retired;             4           Flaherty &
301 E. Colorado Boulevard                       PFD - since 2005     Community Volunteer;                Crumrine/Claymore
Suite 720                                      Class III Director     From September 1985              Preferred Securities
Pasadena, CA 91101                               PFO - since 2005      to January 1997,                     Income Fund
Age: 45                                                              Senior Vice President                 Incorporated
                                                                      of Preferred Stock                  and Flaherty &
                                                                    Origination at Lehman                Crumrine/Claymore
                                                                   Brothers and, previously,            Total Return Fund
                                                                     Vice President of New                 Incorporated
                                                                      Product Development

ROBERT F. WULF                 Director         Class II Director   Financial Consultant;      4            Flaherty &
P.O. Box 753                                  PFD - since inception Trustee, University of               Crumrine/Claymore
Neskowin, OR 97149                            PFO - since inception   Oregon Foundation;               Preferred Securities
Age: 69                                                             Trustee, San Francisco                 Income Fund
                                                                     Theological Seminary                  Incorporated
                                                                                                          and Flaherty &
                                                                                                         Crumrine/Claymore
                                                                                                         Total Return Fund
                                                                                                            Incorporated


                                       4



                                                                                              NUMBER OF
                                                                        PRINCIPAL              FUNDS IN           OTHER
                                CURRENT         TERM OF OFFICE         OCCUPATION(S)         FUND COMPLEX     DIRECTORSHIPS
NAME, ADDRESS,                 POSITION(S)       AND LENGTH OF          DURING PAST           OVERSEEN           HELD BY
AND AGE                      HELD WITH FUNDS      TIME SERVED*           FIVE YEARS          BY DIRECTOR**      DIRECTOR
-------                      ---------------      ------------           ----------          -------------      --------
                                                                                            
INTERESTED
DIRECTOR:
---------

DONALD F. CRUMRINE (2), (3)    Director,        Class II Director    Chairman of the Board          4           Flaherty &
301 E. Colorado Boulevard      Chairman of     PFD - since inception     and Director of                     Crumrine/Claymore
Suite 720                     the Board and    PFO - since inception  Flaherty & Crumrine                  Preferred Securities
Pasadena, CA 91101           Chief Executive                              Incorporated                         Income Fund
Age: 59                          Officer                                                                       Incorporated
                                                                                                              and Flaherty &
                                                                                                            Crumrine/Claymore
                                                                                                            Total Return Fund
                                                                                                               Incorporated

OFFICERS:

ROBERT M. ETTINGER              President        PFD - since 2002         President and            N/A              N/A
301 E. Colorado Boulevard                        PFO - since 2002    Director of Flaherty &
Suite 720                                                             Crumrine Incorporated
Pasadena, CA 91101
Age: 48

R. ERIC CHADWICK            Chief Financial      PFD - since 2002    Director of Flaherty &        N/A              N/A
301 E. Colorado Boulevard     Officer, Vice      PFO - since 2002     Crumrine Incorporated
Suite 720                     President and                             since June 2006;
Pasadena, CA 91101             Treasurer                               Vice President of
Age: 31                                                                Flaherty & Crumrine
                                                                       Incorporated since
                                                                          August 2001;
                                                                      and previously (since
                                                                     January 1999) portfolio
                                                                      manager of Flaherty &
                                                                     Crumrine Incorporated

CHAD C. CONWELL             Chief Compliance     PFD - since 2005   Chief Compliance Officer       N/A              N/A
301 E. Colorado Boulevard       Officer,         PFO - since 2005    of Flaherty & Crumrine
Suite 720                    Vice President                           Incorporated since
Pasadena, CA 91101            and Secretary                              September 2005,
Age: 34                                                                Vice President of
                                                                      Flaherty &  Crumrine
                                                                  Incorporated since July 2005;
                                                                      from  September 1998
                                                                  to June 2005, Attorney with
                                                                   Paul, Hastings, Janofsky &
                                                                           Walker LLP

BRADFORD S. STONE            Vice President      PFD - since 2003    Director of Flaherty &        N/A              N/A
392 Springfield Avenue        and Assistant      PFO - since 2003     Crumrine Incorporated
Mezzanine Suite                 Treasurer                               since June 2006;
Summit, NJ 07901                                                       Vice President of
Age: 47                                                                Flaherty & Crumrine
                                                                       Incorporated since
                                                                       May 2003; from June
                                                                       2001 to April 2003,
                                                                      Director of US Market
                                                                      Strategy at Barclays
                                                                             Capital

                                       5



                                                                                              NUMBER OF
                                                                        PRINCIPAL              FUNDS IN           OTHER
                                CURRENT         TERM OF OFFICE         OCCUPATION(S)         FUND COMPLEX     DIRECTORSHIPS
NAME, ADDRESS,                 POSITION(S)       AND LENGTH OF          DURING PAST           OVERSEEN           HELD BY
AND AGE                      HELD WITH FUNDS      TIME SERVED*           FIVE YEARS          BY DIRECTOR**      DIRECTOR
-------                      ---------------      ------------           ----------          -------------      --------
                                                                                                   
OFFICERS:
---------

CHRISTOPHER D. RYAN               Vice           PFD - since 2005      Vice President of           N/A            N/A
301 E. Colorado Boulevard      President         PFO - since 2005      Flaherty & Crumrine
Suite 720                                                              Incorporated since
Pasadena, CA 91101                                                     February 2004; from
Age: 39                                                              October 2002 to February
                                                                    2004, Product Analyst of
                                                                        Flaherty & Crumrine
                                                                          Incorporated;
                                                                       from 1999 to 2002,
                                                                        graduate student

LAURIE C. LODOLO                Assistant        PFD - since 2004    Assistant Compliance          N/A            N/A
301 E. Colorado Boulevard      Compliance        PFO - since 2004    Officer of Flaherty &
Suite 720                      Officer,                               Crumrine Incorporated
Pasadena, CA 91101              Assistant                              since August 2004;
Age: 43                       Treasurer and                           since February 2004,
                            Assistant Secretary                      Secretary of Flaherty &
                                                                     Crumrine Incorporated;
                                                                      since January 1987,
                                                                     Account  Administrator
                                                                    of Flaherty & Crumrine
                                                                         Incorporated

--------------------------------------------------------------------------------
*        The Class III  Director of PFD and the Class II  Directors  of PFO have
         each been nominated for a three-year term to expire at each Fund's 2010
         Annual  Meeting of  Shareholders  and until their  successors  are duly
         elected and  qualified.  The Class I Directors of PFD and the Class III
         Directors of PFO serve until each Fund's Annual Meeting of Shareholders
         in 2008 and until their successors are duly elected and qualified.  The
         Class II  Directors of PFD and Class I Director of PFO serve until each
         Fund's  Annual  Meeting  of   Shareholders  in  2009  and  until  their
         successors are duly elected and qualified.
**       The funds in the fund complex are: Flaherty & Crumrine Preferred Income
         Fund  Incorporated,  Flaherty & Crumrine  Preferred Income  Opportunity
         Fund Incorporated,  Flaherty & Crumrine/Claymore  Preferred  Securities
         Income Fund Incorporated and Flaherty & Crumrine/Claymore  Total Return
         Fund Incorporated (together, the "Flaherty & Crumrine Fund Family").
(1)      As a Director, represents holders of the Funds' MMP(R).
(2)      As a Director, currently represents holders of the Funds' MMP(R) and is
         nominated to represent holders of PFO's MMP(R).
(3)      "Interested person" of the Funds  as  defined  in  the  1940  Act.  Mr.
         Crumrine  is  considered  an   "interested  person"  because   of   his
         affiliation  with  Flaherty  &  Crumrine,  which  acts  as  each Fund's
         investment adviser.



BENEFICIAL OWNERSHIP OF SHARES IN FUNDS AND FUND COMPLEX FOR EACH DIRECTOR AND
NOMINEE FOR ELECTION AS DIRECTOR

         Set forth in the table below is the dollar  range of equity  securities
in each Fund and the aggregate dollar range of equity securities in the Flaherty
& Crumrine Fund Family beneficially owned by each Director.



                                                                                     AGGREGATE DOLLAR RANGE OF EQUITY
                                                                                  SECURITIES IN ALL REGISTERED INVESTMENT
                                                   DOLLAR RANGE OF EQUITY           COMPANIES OVERSEEN BY DIRECTOR IN
NAME OF DIRECTOR OR NOMINEE                    SECURITIES HELD IN FUND* (1)(2)      FAMILY OF INVESTMENT COMPANIES* (3)
                                                                                          
                                                 PFD                     PFO                       TOTAL

NON-INTERESTED DIRECTORS:

David Gale                                        C                       C                          E

Morgan Gust                                       C                       C                          E

Karen H. Hogan                                    A                       A                          A


                                       6



                                                                                          AGGREGATE DOLLAR RANGE OF EQUITY
                                                                                       SECURITIES IN ALL REGISTERED INVESTMENT
                                                        DOLLAR RANGE OF EQUITY           COMPANIES OVERSEEN BY DIRECTOR IN
NAME OF DIRECTOR OR NOMINEE                         SECURITIES HELD IN FUND* (1)(2)      FAMILY OF INVESTMENT COMPANIES* (3)
                                                                                               
                                                      PFD                     PFO                       TOTAL

NON-INTERESTED DIRECTORS:

Robert F. Wulf                                         C                       C                          D

INTERESTED DIRECTORS:

Donald F. Crumrine                                   E(4)                    E(4)                       E(4)

---------------------
*        Key to Dollar Ranges
A.       None
B.       $1 - $10,000
C.       $10,001 -$50,000
D.       $50,001 - $100,000
E.       over $100,000
         All shares were valued as of January 26, 2007.
(1)      No Director or officer of the Funds  owned  any  shares  of  MMP(R)  on
         January 26, 2007.
(2)      This  information has been furnished by each Director as of January 26,
         2007.  "Beneficial  Ownership" is  determined  in accordance  with Rule
         16a-1(a)(2) of the 1934 Act.
(3)      As a group, less than 1%.
(4)      Includes shares of PFD and PFO held by Flaherty & Crumrine Incorporated
         of which the reporting  person is a shareholder and director.



         Each  Director of each Fund who is not a director,  officer or employee
of Flaherty & Crumrine Incorporated or any of their affiliates receives for each
Fund a fee of $9,000 per annum plus $500 for each  in-person  meeting  attended,
and $150 for each telephone meeting attended.  In addition,  the Audit Committee
Chairman  receives an annual fee per Fund of $2,500.  Each Director of each Fund
is reimbursed for travel and  out-of-pocket  expenses  associated with attending
Board and committee meetings.  The Board of Directors of PFD held eight meetings
(four  of  which  were  held by  telephone  conference  call)  and the  Board of
Directors  of PFO held  eight  meetings  (four of which  were held by  telephone
conference  call)  during the fiscal  year ended  November  30,  2006,  and each
Director of each Fund then serving in such capacity attended at least 75% of the
meetings of Directors and of any  Committee of which he or she is a member.  The
aggregate  remuneration  paid to the  Directors of each Fund for the fiscal year
ended November 30, 2006 is set forth below:



--------------------------------------------------------------------------------
                                         BOARD MEETING             TRAVEL AND
                   ANNUAL                     AND                 OUT-OF-POCKET
               DIRECTORS FEES       COMMITTEE MEETING FEES          EXPENSES*
--------------------------------------------------------------------------------
 PFD               $36,000                 $26,250                  $4,814
 PFO               $36,000                 $26,250                  $4,814
--------------------------------------------------------------------------------
--------------
 *   Includes  reimbursement  for travel  and  out-of-pocket  expenses  for both
     "interested" and "non-interested" Directors ("Independent Directors").

 AUDIT COMMITTEE REPORT

         The role of each  Fund's  Audit  Committee  is to  assist  the Board of
Directors  in its  oversight  of (i)  the  integrity  of each  Fund's  financial
statements and the independent  audit thereof;  (ii) each Fund's  accounting and
financial  reporting  policies  and  practices,  its internal  controls  and, as
appropriate,  the internal  controls of certain  service  providers;  (iii) each
Fund's  compliance  with  legal  and  regulatory  requirements;   and  (iv)  the
independent auditor's qualifications,  independence and performance. Each Fund's
Audit Committee is also required to prepare an audit  committee  report pursuant
to the rules of the SEC for  inclusion in each Fund's  annual  proxy  statement.
Each Audit  Committee  operates  pursuant  to a Charter  that was most  recently
reviewed and approved by the Board of Directors of each Fund on January 23, 2007
and which is available on the Funds' website  (www.preferredincome.com).  As set
forth  in  the  Charter,   management  is  responsible   for  (i)   preparation,
presentation  and  integrity  of each

                                       7


Fund's  financial  statements,  (ii)  the maintenance of appropriate  accounting
and financial  reporting  principles and policies and (iii) the  maintenance  of
internal controls and procedures  designed to  assure compliance with accounting
standards and applicable laws and regulations. The Funds' independent registered
public  accounting  firm (the  "independent  accountants")  is  responsible  for
planning and carrying out  proper  audits  and  reviews of each Fund's financial
statements and expressing an opinion as  to  their  conformity  with  accounting
principles  generally  accepted in the United States of America.

         In performing its oversight function,  at a meeting held on January 22,
2007, the Audit  Committee  reviewed and discussed with  management of each Fund
and the  independent  accountants,  KPMG LLP  ("KPMG"),  the  audited  financial
statements  of each Fund as of and for the fiscal year ended  November 30, 2006,
and  discussed  the  audit of such  financial  statements  with the  independent
accountants.

         In  addition,  the  Audit  Committee  discussed  with  the  independent
accountants  the  accounting  principles  applied  by each  Fund and such  other
matters  brought to the  attention  of the Audit  Committee  by the  independent
accountants  required by Statement of Auditing Standards No. 61,  COMMUNICATIONS
WITH  AUDIT  COMMITTEES,  as  currently  modified  or  supplemented.  The  Audit
Committee also received from the independent accountants the written disclosures
and  statements   required  by  the  SEC's   independence   rules,   delineating
relationships  between the  independent  accountants and each Fund and discussed
the  impact  that any  such  relationships  might  have on the  objectivity  and
independence of the independent accountants.

         As set forth  above,  and as more fully set forth in each Fund's  Audit
Committee Charter,  the Audit Committee has significant duties and powers in its
oversight  role with  respect  to the  Fund's  financial  reporting  procedures,
internal control systems, and the independent audit process.

         The  members  of the  Audit  Committee  are not,  and do not  represent
themselves  to  be,  professionally  engaged  in the  practice  of  auditing  or
accounting  and  are  not  employed  by  each  Fund  for  accounting,  financial
management or internal  control.  Moreover,  the Audit  Committee  relies on and
makes  no   independent   verification   of  the  facts   presented   to  it  or
representations made by management or the independent accountants.  Accordingly,
the  Audit  Committee's  oversight  does not  provide  an  independent  basis to
determine that  management has maintained  appropriate  accounting and financial
reporting principles and policies, or internal controls and procedures, designed
to  assure  compliance  with  accounting   standards  and  applicable  laws  and
regulations.  Furthermore,  the Audit Committee's considerations and discussions
referred  to above  do not  provide  assurance  that  the  audit of each  Fund's
financial  statements has been carried out in accordance with generally accepted
accounting   standards  or  that  the  financial  statements  are  presented  in
accordance with generally accepted accounting principles.

         Based on its consideration of the audited financial  statements and the
discussions  referred to above with management and the independent  accountants,
and subject to the  limitations  on the  responsibilities  and role of the Audit
Committee  set  forth in the  Charter  and  those  discussed  above,  the  Audit
Committee of each Fund  recommended  to the Board of Directors of each Fund that
the audited  financial  statements  be included in each Fund's Annual Report for
the fiscal year ended November 30, 2006.

THIS REPORT WAS SUBMITTED BY THE AUDIT COMMITTEE OF EACH FUND'S BOARD OF
DIRECTORS
David Gale
Morgan Gust
Karen H. Hogan
Robert F. Wulf (Chairman)

January 22, 2007

         Each  Audit  Committee  was  established  in  accordance  with  Section
3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "1934 Act").
Each Audit  Committee met four times in  connection  with its Board of Directors
regularly  scheduled  meetings  during the fiscal year ended  November 30, 2006.
Each Audit  Committee is composed  entirely of each Fund's  independent (as such
term is  defined  by the New  York  Stock  Exchange,  Inc.'s  listing  standards
applicable to closed-end  funds, as may be modified or  supplemented  (the "NYSE
Listing  Standards"))  Directors,  namely Ms. Hogan and Messrs.  Gale,  Gust and
Wulf.

                                       8


NOMINATING COMMITTEE

         Each Board of Directors has a Nominating Committee composed entirely of
each Fund's  independent (as such term is defined by the NYSE Listing Standards)
Directors,  namely Ms. Hogan and Messrs.  Gale,  Gust and Wulf.  The  Nominating
Committee of each Fund met twice during the fiscal year ended November 30, 2006.
The Nominating Committee is responsible for identifying  individuals believed to
be  qualified  to become  Board  members  and for  recommending  to the Board of
Directors such nominees to stand for election as directors at each Fund's annual
meeting of  shareholders,  and to fill any  vacancies on the Board.  Each Fund's
Nominating  Committee  has a charter  which is available  on the Funds'  website
(www.preferredincome.com).

         Each  Fund's  Nominating  Committee  believes  that  it is in the  best
interest of the Fund and its shareholders to obtain highly qualified  candidates
to serve as members of the Board of Directors.  The Nominating  Committees  have
not  established a formal  process for  identifying  candidates  where a vacancy
exists on the Board. In nominating  candidates,  the Nominating  Committee shall
take into consideration such factors as it deems appropriate.  These factors may
include judgment,  skill,  diversity,  experience with investment  companies and
other  organizations  of  comparable  purpose,  complexity,  size and subject to
similar legal  restrictions  and  oversight,  the  interplay of the  candidate's
experience  with the experience of other Board members,  and the extent to which
the  candidate  would be a desirable  addition  to the Board and any  committees
thereof.

         Each Fund's  Nominating  Committee  will consider  director  candidates
recommended by shareholders  and submitted in accordance with applicable law and
procedures  as  described in this Joint Proxy  Statement.  (See  "Submission  of
Shareholder Proposals" below.)

OTHER BOARD-RELATED MATTERS

         Shareholders who wish to send  communications  to the Board should send
them to the  address of the Fund and to the  attention  of the  Board.  All such
communications will be directed to the Board's attention.

         The Funds do not have a formal policy regarding Board member attendance
at the Annual  Meeting of  Shareholders.  However,  all of the Directors of each
Fund attended the April 21, 2006 Annual Meetings of Shareholders.

COMPENSATION

         The  following  table  sets forth  certain  information  regarding  the
compensation  of each Fund's  Directors  for the fiscal year ended  November 30,
2006.  No  executive   officer  or  person   affiliated  with  a  Fund  received
compensation  from a Fund  during the fiscal  year ended  November  30,  2006 in
excess of $120,000. Directors and executive officers of the Funds do not receive
pension or retirement benefits from the Funds.




                               COMPENSATION TABLE

            NAME OF                                              AGGREGATE                    TOTAL COMPENSATION FROM
          PERSON AND                                           COMPENSATION                     THE FUNDS AND FUND
           POSITION                                           FROM EACH FUND                 COMPLEX PAID TO DIRECTORS*
           --------                                           --------------                 --------------------------
                                                                                               
DONALD F. CRUMRINE                                                    $0                               $0 (4)
Director, Chairman of the Board
and Chief Executive Officer

DAVID GALE                                                       $14,900 - PFD                       $59,600(4)
Director                                                         $14,900 - PFO

MORGAN GUST                                                      $14,750 - PFD                       $58,700(4)
Director                                                         $14,750 - PFO

KAREN H. HOGAN                                                   $14,900 - PFD                       $59,300(4)
Director                                                         $14,900 - PFO

ROBERT F. WULF                                                   $17,700 - PFD                       $70,500(4)
Director                                                         $17,700 - PFO

-------------
*        Represents  the  total  compensation  paid for the  fiscal  year  ended
         November 30, 2006,  to such persons by the Funds and the other funds in
         the Flaherty & Crumrine Fund Family,  which are considered  part of the
         same  "fund  complex"   because  they  have  a  common   adviser.   The
         parenthetical  number represents the total number of investment company
         directorships  held by the  director or nominee in such fund complex as
         of November 30, 2006.



                                       9


REQUIRED VOTE

         The  election  of Mr.  Gust  as a  Director  of PFD  will  require  the
affirmative  vote of a  plurality  of the votes cast by holders of the shares of
Common Stock of such Fund at the Meeting in person or by proxy.  The election of
Mr. Wulf as a Director of PFO will require the  affirmative  vote of a plurality
of the votes cast by  holders of the shares of Common  Stock of such Fund at the
Meeting in person or by proxy. The election of Mr. Crumrine as a Director of PFO
will require the affirmative vote of a plurality of the votes cast by holders of
the shares of MMP(R) of such Fund at the Meeting in person or by proxy.

EACH BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" EACH NOMINEE AS DIRECTOR.

                       SUBMISSION OF SHAREHOLDER PROPOSALS

         All  proposals  by  shareholders  of each Fund that are  intended to be
presented at each Fund's next Annual Meeting of  Shareholders to be held in 2008
must be received by the relevant  Fund for  consideration  for  inclusion in the
relevant  Fund's proxy  statement  relating to the meeting no later than October
19, 2007 and must satisfy the requirements of federal securities laws.

         Each Fund's Bylaws require  shareholders  wishing to nominate Directors
or make  proposals to be voted on at the Fund's annual meeting to provide timely
notice of the proposal in writing. To be considered timely, any such notice must
be delivered to or mailed and received at the principal executive offices of the
Fund at the  address  set forth on the first  page of this proxy  statement  not
later than 60 days prior to the date of the meeting; provided,  however, that if
less than 70 days,  notice or prior public disclosure of the date of the meeting
is given or made to shareholders,  any such notice by a shareholder to be timely
must be so  received  not  later  than  the  close of  business  on the 10th day
following the day on which notice of the date of the annual meeting was given or
such public disclosure was made.

         Any such  notice by a  shareholder  shall  set  forth  the  information
required  by the  Fund's  Bylaws  with  respect to each  matter the  shareholder
proposes to bring before the annual meeting.

                             ADDITIONAL INFORMATION


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         KPMG,  99 High  Street,  Boston,  Massachusetts  02110-2371,  has  been
selected to serve as each Fund's independent  accountants for each Fund's fiscal
year ending  November 30, 2007.  KPMG acted as the  independent  accountants for
each Fund for the fiscal  year ended  November  30,  2006.  The Funds know of no
direct financial or material indirect financial interest of KPMG in the Funds. A
representative of KPMG will not be present at the Meeting, but will be available
by telephone to respond to appropriate questions and will have an opportunity to
make a statement, if asked.

         Set forth in the table below are audit fees and non-audit  related fees
billed to each Fund by KPMG for professional  services performed for each Fund's
fiscal years ended November 30, 2005 and 2006, respectively.




                        FISCAL YEAR ENDED                       AUDIT-RELATED
FUND                      NOVEMBER 30        AUDIT FEES             FEES             TAX FEES*       ALL OTHER FEES**
                                                                                           
PFD                         2005              $36,427                $0              $6,400               $12,100
                            2006              $38,700                $0              $6,800               $13,300

PFO                         2005              $36,500                $0              $6,400               $12,100
                            2006              $38,700                $0              $6,800               $13,300

------------
*  "Tax Fees" are those fees billed to each Fund by KPMG in connection  with tax
   consulting services, including primarily the review of each Fund's income tax
   returns.
** "All  Other  Fees"  are those  fees billed to each Fund by KPMG in connection
   with the preparation of  a  quarterly  agreed-upon-procedures  report.  These
   Agreed-Upon-Procedures  ("AUP")  are  required  pursuant   to   each   Fund's
   Articles Supplementary.  Specifically, Moody's Investors  Service  and Fitch,
   Inc. each  require that such AUP be  undertaken  and a report be provided  in
   order to maintain their rating on the MMP(R).



                                       10


         Each Fund's Audit Committee  Charter  requires that the Audit Committee
pre-approve  all audit and non-audit  services to be provided by the independent
accountants  to the Fund,  and all  non-audit  services  to be  provided  by the
independent  accountants  to  the  Fund's  investment  adviser  and  any  entity
controlling,  controlled by or under common  control with the Funds'  investment
adviser  ("affiliates")  that  provide  on-going  services to each Fund,  if the
engagement  relates  directly to the operations and financial  reporting of each
Fund, or to establish  detailed  pre-approval  policies and  procedures for such
services in  accordance  with  applicable  laws.  All of the audit and non-audit
services  described  above for which KPMG billed  each Fund fees for the  fiscal
years ended  November 30, 2005 and November  30, 2006 were  pre-approved  by the
Audit Committee.

         For each  Fund's  fiscal  year ended  November  30,  2006, KPMG did not
provide  any  non-audit  services  (or bill any fees for such  services)  to the
Funds' investment adviser or any affiliates thereof that provide services to the
Funds.

INVESTMENT ADVISER AND ADMINISTRATOR

         Flaherty & Crumrine serves as the investment  adviser to each Fund, and
its  business  address  is 301  E.  Colorado  Boulevard,  Suite  720,  Pasadena,
California  91101.  PFPC  Inc.  acts as the  administrator  to each  Fund and is
located at 4400 Computer Drive, Westborough, Massachusetts 01581.

COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act require
each Fund's directors and officers,  certain persons  affiliated with Flaherty &
Crumrine and persons who beneficially own more than 10% of a registered class of
each Fund's  securities,  to file reports of ownership  and changes of ownership
with the SEC, the NYSE and each Fund.  Directors,  officers and greater-than-10%
shareholders are required by SEC regulations to furnish each Fund with copies of
such forms they file.  Based  solely upon its review of the copies of such forms
received by it and written  representations  from certain of such persons,  each
Fund believes that during 2006, all such filing requirements  applicable to such
persons were met.

BROKER NON-VOTES AND ABSTENTIONS

         A  proxy  which  is  properly  executed  and  returned  accompanied  by
instructions to withhold authority to vote represents a broker "non-vote" (i.e.,
shares held by brokers or nominees  as to which (i)  instructions  have not been
received from the beneficial owners or the persons entitled to vote and (ii) the
broker or  nominee  does not have  discretionary  voting  power on a  particular
matter).  Proxies that reflect  abstentions or broker  non-votes  (collectively,
"abstentions")  will be counted as shares that are present and  entitled to vote
at the  meeting for  purposes  of  determining  the  presence of a quorum.  With
respect to Proposal 1,  abstentions  do not constitute a vote "for" or "against"
the  proposal and will be  disregarded  in  determining  the "votes cast" on the
proposal.

                    OTHER MATTERS TO COME BEFORE THE MEETING

         Each Fund does not intend to present any other business at the relevant
Meeting,  nor is either  Fund aware that any  shareholder  intends to do so. If,
however,  any other matters are properly brought before the Meeting, the persons
named in the  accompanying  form of proxy will vote thereon in  accordance  with
their judgment.

IT IS  IMPORTANT  THAT  PROXIES BE RETURNED  PROMPTLY.  SHAREHOLDERS  WHO DO NOT
EXPECT TO ATTEND THE MEETINGS ARE THEREFORE  URGED TO COMPLETE,  SIGN,  DATE AND
RETURN  ALL  PROXY  CARDS  AS  SOON AS  POSSIBLE  IN THE  ENCLOSED  POSTAGE-PAID
ENVELOPE.


                                       11


                       THIS PAGE LEFT BLANK INTENTIONALLY.

                                       12


                       THIS PAGE LEFT BLANK INTENTIONALLY.

                                       13




   PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN
                        THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED

--------------------------------------------------------------------------------
PROXY -- FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED
--------------------------------------------------------------------------------
PROXY SOLICITED BY BOARD OF DIRECTORS

The undersigned  holder  of  shares  of  Common  Stock  of  Flaherty  & Crumrine
Preferred  Income Fund Incorporated, a Maryland corporation (the "Fund"), hereby
appoints Robert M. Ettinger, Teresa M.R. Hamlin and Aaron  Remorenko,  attorneys
and proxies for the  undersigned, each  with  full  powers  of  substitution and
revocation, to  represent  the  undersigned  and  to  vote  on  behalf  of   the
undersigned all shares of Common Stock which the undersigned is entitled to vote
at the Annual Meeting of Shareholders of the Fund to be held at the  offices  of
Willkie Farr & Gallagher LLP, 787 Seventh Avenue, Conference Room 45A, New York,
New York  10019  at  8:30 a.m. ET, on  April  20,  2007, and any adjournments or
postponements thereof. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting and Proxy Statement and hereby instructs  said  attorneys  and
proxies to vote said  shares  as  indicated  hereon. In  their  discretion,  the
proxies are authorized to vote upon such other  business  as  may  properly come
before the Meeting. A majority of the proxies present and acting at  the Meeting
in person or by substitute (or, if only one shall be so present, then  that one)
shall have and may exercise all of the  power  and  authority  of  said  proxies
hereunder. The undersigned hereby revokes any proxy previously given.

-----------                                                        -----------
SEE REVERSE                                                        SEE REVERSE
                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE
  SIDE                                                                SIDE
-----------                                                        -----------


FLAHERTY & CRUMRINE PREFERRED
INCOME FUND INCORPORATED


     Using a BLACK INK pen, mark your votes with an X as shown in this example.
     Please do not write outside the designated areas. X
[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD
--------------------------------------------------------------------------------
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE. . [GRAPHIC OMITTED]
--------------------------------------------------------------------------------
A PROPOSAL -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE LISTED.
PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSAL.
+
1. Election of Director:    FOR       WITHHELD
01 - Morgan Gust           ----         ----

                           ----         ----
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]

THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF THE NOMINEE AS DIRECTOR.
[GRAPHIC OMITTED]

B NON-VOTING ITEMS
CHANGE OF ADDRESS -- Please print new address below.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
[GRAPHIC OMITTED]
C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE
COUNTED. -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.
Date (mm/dd/yyyy) -- Please print date below.
--------------------------------------------
       /             /
--------------------------------------------
Signature 1 -- Please keep signature within the box.
--------------------------------------------

--------------------------------------------
Signature 2 -- Please keep signature within the box.
--------------------------------------------

--------------------------------------------
[GRAPHIC OMITTED]

C 1234567890 J N T



     PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION
                            IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED

--------------------------------------------------------------------------------
PROXY -- FLAHERTY & CRUMRINE PREFERRED INCOME FUND INCORPORATED
--------------------------------------------------------------------------------
PROXY SOLICITED BY BOARD OF DIRECTORS

The undersigned holder of shares of Money Market Cumulative  Preferred(TM) Stock
("MMP(R)") of Flaherty & Crumrine Preferred Income Fund Incorporated,a  Maryland
corporation  (the "Fund"),  hereby  appoints  Robert M.  Ettinger,  Teresa M. R.
Hamlin and Aaron Remorenko, attorneys and proxies for the undersigned, each with
full powers of substitution and revocation,  to represent the undersigned and to
vote on behalf of the  undersigned all shares of MMP(R) which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Fund to be held at
the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, Conference Room
45A,  New York,  New York  10019 at 8:30 a.m.  ET,  on April 20,  2007,  and any
adjournments  or  postponements   thereof.The  undersigned  hereby  acknowledges
receipt of the Notice of Annual Meeting and Proxy Statement and hereby instructs
said  attorneys  and proxies to vote said shares as indicated  hereon.  In their
discretion,  the proxies are  authorized to vote upon such other business as may
properly come before the Meeting.A majority of the proxies present and acting at
the  Meeting in person or by  substitute  (or,  if only one shall be so present,
then that one) shall have and may  exercise  all of the power and  authority  of
said proxies  hereunder.  The  undersigned  hereby revokes any proxy  previously
given.

-----------                                                         -----------
SEE REVERSE                                                         SEE REVERSE
                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE
  SIDE                                                                  SIDE
-----------                                                         -----------



FLAHERTY & CRUMRINE PREFERRED
INCOME FUND INCORPORATED


  Using a BLACK  INK pen, mark  your  votes with   an   X  as shown   in   this
  example. Please do not write outside the designated areas. X
--------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD
--------------------------------------------------------------------------------
[GRAPHIC OMITTED]
PLEASE FOLD ALONG THE  PERFORATION,  DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
[GRAPHIC OMITTED]
A NON-VOTING ITEMS
CHANGE OF ADDRESS  -- Please  print new  address  below.
[GRAPHIC  OMITTED]
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
B AUTHORIZED SIGNATURES  -- THIS SECTION MUST BE  COMPLETED  FOR YOUR VOTE TO BE
COUNTED.  -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon.  Joint owners should each sign.
When signing as attorney, executor,  administrator,  corporate officer, trustee,
guardian,  or  custodian,   please  give  full  title.
Date (mm/dd/yyyy)  -- Please print date below.
------------------------------------------------
            /                  /
------------------------------------------------
Signature 1 -- Please keep  signature within the box.
------------------------------------------------

------------------------------------------------
Signature 2 -- Please keep signature within the box.
------------------------------------------------

------------------------------------------------
[GRAPHIC OMITTED]

C 1234567890 J N T

00AV COY###1