AMERICAN OPPORTUNITY INCOME FUND INC
SC 13D/A, 1998-06-09
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                 Under the Securities and Exchange Act of 1934
                               (Amendment No. 4)

                    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)

                                 June 3, 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        NAMES 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
                               1,201,115 shares
      NUMBER OF
       SHARES          8       SHARED VOTING POWER
    BENEFICIALLY               0
      OWNED BY
        EACH           9       SOLE DISPOSITIVE POWER
      REPORTING                1,201,115 shares
       PERSON
        WITH
                      10       SHARED DISPOSITIVE POWER
                               0


11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         1,201,115 shares


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

         |_|

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

         7.06%

14       TYPE OF REPORTING PERSON*

         I.A.


                    *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 1,201,115 Shares
                  which represents 7.06% 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         3/20/98       3,672     6.4375
      3/5/98        100      6.4375          4/8/98      19,160       6.50
      3/6/98      4,100      6.4375          4/9/98       4,600       6.50
      3/9/98    109,100      6.4375         4/13/98      14,506       6.50
     3/10/98     14,700      6.4375         4/14/98       7,700       6.50
     3/11/98      8,700      6.4375         4/15/98       6,573       6.50
     3/12/98     18,700      6.4375         4/16/98       7,800       6.50
     3/13/98     18,200      6.4375         4/16/98         700     6.4375
     3/16/98      9,900      6.4375         4/27/98      63,972     6.4375
     3/17/98      8,500      6.4375         5/18/98       3,000     6.4375
     3/18/98     12,990      6.4375         5/20/98       7,500     6.4375
     3/19/98      7,700      6.4375         5/26/98       2,500     6.4375


                  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.

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                  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.


June 3, 1998                          By:  /s/ GEORGE W. KARPUS
- ------------                              -------------------------
    Date                                       Signature

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



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