AMERICAN OPPORTUNITY INCOME FUND INC
SC 13D/A, 1998-07-13
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                 Under the Securities and Exchange Act of 1934
                               (Amendment No.5)

                    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)

                                 July 7, 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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                                 SCHEDULE 13D

CUSIP No. 028727105                                           Page 2 of 5 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
     I.D.# 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

                         1,211,115 shares
   NUMBER OF
     SHARES          8.  SHARED VOTING POWER
  BENEFICIALLY
    OWNED BY
      EACH
    REPORTING        9.  SOLE DISPOSITIVE POWER
     PERSON
      WITH               1,211,115 shares

                    10.  SHARED DISPOSITIVE POWER



11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,211,115 shares

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

     [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     7.12%

14.  TYPE OF REPORTING PERSON*

     IA


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

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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 investment advisor. Subsequently KIM had
          made a proposal to open-end the fund to management. On March 6, 1998
          KIM formally announced that

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          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 1,211,115 Shares which
          represents 7.12% 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) 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               Date       Shares      Share

      3/4/98     40,000      6.4375            4/13/98      14,506       6.50
      3/5/98        100      6.4375            4/14/98       7,700       6.50
      3/6/98      4,100      6.4375            4/15/98       6,573       6.50
      3/9/98    109,100      6.4375            4/16/98       7,800       6.50
     3/10/98     14,700      6.4375            4/16/98         700     6.4375
     3/11/98      8,700      6.4375            4/27/98      63,972     6.4375
     3/12/98     18,700      6.4375            5/18/98       3,000     6.4375
     3/13/98     18,200      6.4375            5/20/98       7,500     6.4375
     3/16/98      9,900      6.4375            5/26/98       2,500     6.4375
     3/17/98      8,500      6.4375            6/10/98       5,700     6.4375
     3/18/98     12,990      6.4375            6/16/98         300     6.4375
     3/19/98      7,700      6.4375            6/18/98         100     6.4375
     3/20/98      3,672      6.4375            6/19/98       1,200     6.4375
      4/8/98     19,160        6.50            6/26/98       2,700     6.4375
      4/9/98      4,600        6.50

          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.

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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.

July 7, 1998                                By: /s/ George W. Karpus, President
- ------------                                    -------------------------------
    Date                                               Signature

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



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