AMERICAN OPPORTUNITY INCOME FUND INC
SC 13D/A, 1998-04-15
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13D

                  Under the Securities and Exchange Act of 1934

                                (Amendment No. 1)

                     American Opportunity Income Fund, Inc.

                                      (OIF)
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    028727105
                                 (CUSIP Number)

                           George W. Karpus, President
                          Karpus Management, Inc. d/b/a
                          Karpus Investment Management
                          14 Tobey Village Office Park
                            Pittsford, New York 14534
                                 (716) 586-4680

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
                               Communications)

                                April 8, 1998
             (Date of Event which Requires Filing of this Statement)

If the person has previously filed a statement on Schedule 13G to report the
 acquisition which is the subject of this Schedule 13D, and is filing this
 schedule because of Rule 13d-1 (b) (3) or (4), check the following box. [x]

                               (Page 1 of 5 pages)
                             There are no exhibits.

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CUSIP No. 028727105              SCHEDULE 13D                Page 2 of 6 Pages

1    Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person

          Karpus Management, Inc. d/b/a  Karpus Investment Management
                                ID# 16-1290558

2    Check the Appropriate Box if a Member of a Group*        (a) / /
                                                              (b) /x/
3    SEC Use Only

4    Source of Funds*
          AF

5    Check Box if Disclosure of Legal Proceedings is Required
     Pursuant to Items 2(d) or 2(e)                               / /

6    Citizenship or Place of Organization
          New York

                         7    Sole Voting Power
                                1,035,257 Shares
Number of Shares
                         8    Shared Voting Power
 Beneficially

 Owned by Each
                         9    Sole Dispositive Power
Reporting Person                  1,035,257 Shares

    With                10    Shared Dispositive Power
  


11   Aggregate Amount Beneficially Owned by Each Reporting Person
          1,035,257 Shares

12   Check Box if the Aggregate Amount in Row 11
     Excludes Certain Shares*                                     / /

13   Percent of Class Represented by Amount in Row 11
          6.09%

14  Type of Reporting Person*
          IA

                  *SEE INSTRUCTIONS BEFORE FILLING OUT!
       INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7     
    (INCLUDE EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.    2 of 7

<PAGE>


ITEM 1   Security and Issuer
         Common Stock

         American Opportunity Income Fund, Inc.
         Piper Capital Management, Inc.
         222 South Ninth Street
         Minneapolis, Minnesota   55402-3804

ITEM 2   Identity and Background

         a) Karpus Management, Inc. d/b/a Karpus Investment Management
             ("KIM")

         George W. Karpus, President , Director and Controlling Stockholder
         JoAnn VanDegriff, Vice President and Director
         Sophie Karpus, Director

         b)  14 Tobey Village Office park
             Pittsford, New York 14534

         c)  Principal business and occupation- Investment Management
             for individuals, pension and profit sharing plans,
             corporations, endowments, trust and others, specializing
             in conservative asset management (i.e. fixed income
             investments).

         d)  None of George W. Karpus, JoAnn VanDegriff or Sophie
             Karpus (the "Principals") or KIM has been convicted in the
             past 5 years of any criminal proceeding ( excluding
             traffic violations).

         e)  During the last five years non of the principals or KIM
             has been a party to a civil proceeding as a result of
             which any of them is subject to a judgment, decree or
             final order enjoining future violations of or prohibiting
             or mandating activities subject to, federal or state
             securities laws or finding any violation with respect to
             such laws.

         f)  Each of the Principals is a United States citizen. KIM is
             a New York Corporation.

ITEM 3   Source and Amount of Funds or Other Considerations
         KIM, an independent investment advisor, has accumulated shares
         of OIF on behalf of accounts that are managed by KIM ("the
         Accounts") under limited powers of attorney. All funds that
         have been utilized in making such purchases are from such
         Accounts.

ITEM 4   Purpose of Transaction.
         KIM has purchased Shares for investment purposes.  Being primarily 

         a fixed income manager, with a specialty focus in the closed end fund
         sector, the profile of OIF fit the investment guidelines for
         various Accounts. Shares have been acquired since February 1,
         1996. KIM intends to influence management and the Board of
         Directors to represent shareholder interest and to take steps
         to close the discount to net asset at which the fund currently
         trades which may include a proposal at the next shareholder
         meeting. Initially KIM submitted a formal proposal to
         management to add to the proxy a vote on appointing KIM as the

<PAGE>

         investment advisor. Subsequently KIM had made a proposal to
         open-end the fund to management. On March 6, 1998 KIM formally
         announced that it was withdrawing any proposal regarding the
         fund and would no longer be seeking a shareholder list. KIM's
         proposal came on the heels of Piper Capital's announcement on
         February 19, 1998 that it "intends to recommend to the board of 
         directors that several of the funds be converted to an open-end 
         format".  In a letter dated February 25, 1998 to Karpus, the Piper 
         Capital Management's general counsel and senior vice president
         affirmed her firms position and added that management does no intend 
         to recommend that a redemption fee be imposed in connection with
         the proposed open ending of the fund. Karpus hailed the
         decision by Piper Capital Management as a significant
         breakthrough for the benefit of the shareholders. He praised
         the responsiveness of the Piper Capital Management team for
         its willingness to communicate freely regarding these matters.
         A shareholder vote regarding open ending of the fund is
         expected at the annual meeting in late July or early August.

ITEM 5   Interest in Securities of the Issuer

         a) As of the date of this Report, KIM owns 1,035,257 Shares
            which represents 6.09% of the outstanding Shares. None of the
            Principals owns any other Shares except for Karpus Investment
            Management Profit Sharing Plan which purchased 1,000 shares on
            December 10, 1997 at a price of $6.125 per share. 

         b) KIM has the sole power to dispose of and to vote all of such Shares
            under limited powers of attorney. 
         
         c) Open market purchases or sales for the last 90 days for the
            Accounts. There have been no dispositions and no acquisitions, 
            other than by such open market purchases, during such period.

                                   Price Per        Price Per
                    Date            Shares            Share
                    ----           ---------        ----------

                    3/4/98           40,000           6.4375
                    3/5/98              100           6.4375
                    3/6/98            4,100           6.4375
                    3/9/98          109,100           6.4375

                   3/10/98           14,700           6.4375
                   3/11/98            8,700           6.4375
                   3/12/98           18,700           6.4375
                   3/13/98           18,200           6.4375
                   3/16/98            9,900           6.4375
                   3/17/98            8,500           6.4375
                   3/18/98           12,990           6.4375
                   3/19/98            7,700           6.4375
                   3/20/98            3,672           6.4375

<PAGE>

         The Accounts have the right to receive all dividends from, any
         proceeds from the sale of, the Shares. None of the Accounts
         has an interest in Shares constituting more than 5% of the
         Shares outstanding.

ITEM 6   Contracts, Arrangements, Understandings, or Relationships
         with Respect to Securities of the Issuer. 

         Except as described above, there are no contracts, arrangements, 
         understandings or relationships of any kind among the Principals 
         and KIM and between any of them and any other person with respect 
         to any of OIF securities.

ITEM 7   Materials to be Filed as Exhibits 

         Not applicable.



Signature

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.

                                     Karpus Management, Inc.

April 8, 1998                           By:  /s/ George W. Karpus Pres
   Date                                     ---------------------------
                                                      Signature

                                          George W. Karpus, President
                                        -------------------------------
                                                  Name/Title



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