HYPERION 1999 TERM TRUST INC
N-30D, 1999-02-02
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                              H Y P E R I O N
                                    1999
                                TERM TRUST

                               Annual Report

                             November 30, 1998




- ------------------------------------------------------------------------------
HYPERION 1999 TERM TRUST, INC.
Report of the Investment Advisor

- -------------------------------------------------------------------------------

                                                             


January 20, 1999
Dear Shareholder:

We welcome this opportunity to provide you with information  about Hyperion 1999
Term Trust,  Inc. (the "Trust") for its fiscal year ended November 30, 1998. The
Trust's  shares  are traded on the New York Stock  Exchange  ("NYSE")  under the
symbol "HTT".

Description Of The Trust

The Trust is a closed-end  investment company with a scheduled  termination date
of November 30, 1999. As reported in the semi-annual  report dated May 31, 1998,
the  Trust's  investment  advisor,   Hyperion  Capital  Management,   Inc.  (the
"Advisor"), has determined that the amount of portfolio risk required during the
remaining  term of the Trust to  attain  the  $10.00  per  share  terminal  date
objective  would  be   inappropriate   for  the  Trust  and  its   shareholders.
Accordingly,  the Trust's  portfolio is now invested  primarily in U.S. Treasury
and   mortgage-backed   securities  that  mature  near  the  Trust's   scheduled
termination  date,  but will not enable the Trust to achieve  its  objective  to
return $10.00 per share by that time.

Market Environment

This past year was a very  challenging  period for the markets.  The problems in
the  global  economy  caused  volatility  in both the fixed  income  and  equity
markets.  Prices on U.S. Treasuries  increased,  but other sectors of the market
did not fare as well. Prices on mortgage-backed  securities ("MBS") increased in
general,  but to a lesser amount than  anticipated as prepayment risk increased.
Credit  related  securities  like  corporate  bonds also  lagged,  due to credit
concerns and fears of an economic recession.

Two seemingly  contradictory events needed to take place before any semblance of
order could be restored to the  markets.  First,  there had to be a  significant
deleveraging  of  portfolios;  and,  second,  there had to be a  reassertion  of
economic  leadership  on the  part of both  the U.S.  and  foreign  governments.
Surprisingly,  both of these occurred in the fourth quarter. The deleveraging of
portfolios  occurred  as a result  of the  implementation  of  stricter  lending
standards  for  all  types  of  companies  and  portfolios.  This  forced  these
institutions  to sell  securities  into  the  market  and  reduce  market  risk.
Similarly,  the lowering of administered interest rates by both the U.S. Federal
Reserve Bank and its European  counterparts clearly demonstrated a commitment to
maintain the positive forward movement of these respective  economies.  Over the
period, the Federal Funds rate dropped by 75 basis points.

By the end of the year, the fixed income markets  appeared to be more sound. The
"flight-to-quality"  subsided,  interest  rates  reversed some of their declines
but,  more  importantly,  the  performance  of corporate  bonds and MBS began to
recover.  Below is a chart  showing  the  changes  in  interest  rates and yield
spreads for various sectors of the fixed income market.


_______________________________________________________________________________
HYPERION 1999 TERM TRUST, INC.
Report of the Investment Advisor

_______________________________________________________________________________

Graph:  The Graph depicts the differences in yield spreads
        between the GNMA current coupon, 10 year Treasury,
        2 year Treasury, and AAA Corporates for the period
        between September 30, 1998 and December 30, 1998.
                                                          

We  believe  that  the  fixed   income   market  will
reverse  course  in 1999.  We expect  interest  rates
to  increase   slightly  during  the  year.  This  is
primarily due to the  continued  strength of the U.S.
economy.  For the last 18  months,  the U.S.  economy
has  been  an  oasis  of  prosperity  in  the  global
community.  The problems in Asia,  Russia,  and Latin
America  have  failed  to  slow  the  U.S.   economy.
Weakness     in      manufacturing      and     other
export-dependent   companies   has  been   more  than
compensated    for   in   other   areas,    such   as
high-technology,          bio-technology,         and
Internet-oriented companies.

We  target  a 5.5% to 6.0%  yield  level  on  30-year
U.S.  Treasury  Bonds in  1999.  This  interest  rate
environment  should be  favorable  for MBS, as higher
interest  rates should reduce  prepayment  risk.  The
market  environment  should  also  be  supportive  of
credit-related  securities,  as the  strength  of the
economy should keep credit problems at a minimum.

Portfolio Strategy and Performance

Over the last year,  the prices of security  holdings
in the  portfolio  increased.  As a  result,  we have
taken   the    opportunity   to   selectively    sell
securities   and  reinvest  the  proceeds  into  well
structured  MBS,  U.S.  Treasury,   and  asset-backed
securities  with  maturities that are consistent with
the  termination  date of the Trust.  In the process,
we  have   reduced   the   portfolio's   exposure  to
prepayment  risk by reinvesting  into securities with
lower  coupon  collateral,  or  by  reinvesting  into
securities  that,   because  of  their  structure  or
nature, are less sensitive to prepayment risk.

Over  the  year,  the  allocation  to  Collateralized
Mortgage   Obligations   ("CMOs")  increased  at  the
expense  of  a  reduction  in  mortgage  pass-through
collateral.   Additionally,   without  any   negative
impact on the Trust's  dividend,  the leverage in the
portfolio had been reduced from over 31% to 16%.

The Trust's  total  return,  based on Net Asset Value
for the year  ended  November  30,  1998,  was 7.58%.
Total  return is based  upon the  change in Net Asset
Value   of   the   Trust's    shares   and   includes
reinvestment   of  dividends.   The  current  monthly
dividend the Trust pays its  shareholder  is $0.03542
per share.  The  current  yield of 5.91% on shares of
the  Trust  is based  on the  NYSE  closing  price of
$7.1875  on  November  30,  1998.  This yield was 141
basis points  above the yield of the 2-Year  Treasury
Note.
As of the end of  December,  the Trust,  inclusive of
leverage,  had a duration  (duration  measures a bond
portfolio's   price   sensitivity  to  interest  rate
changes)  of  1.9  years;   the  core   (non-levered)
assets had a duration of 1.5 years.

The  Trust  is   continuing   its  share   repurchase
program.  This  repurchase  program  allows the Trust
to  purchase  and  retire  shares of the Trust in the
open  marketplace.  Such  transactions were made when
the  share  price  of  the  Trust  was  significantly
below the Trust's  NAV. By  purchasing  the shares at
a discount to the NAV and  retiring  them,  the Trust
recaptures  the spread  (between share purchase price
and  the  NAV)  is  captured  by the  Trust  and  the
Trust's   remaining    shareholders   benefit.   From
December 1, 1997 through and  including  November 30,
1998, the Trust has  repurchased  and retired 186,000
shares,  capturing  $0.00087  in  additional  NAV per
share,  or  $53,305  in an actual  dollar  amount for
shareholders.

The chart that follows  shows the  allocation  of the
Trust's  holdings by asset  category on November  30,
1998.


           HYPERION 1999 TERM TRUST, INC.
 PORTFOLIO OF INVESTMENTS AS OF NOVEMBER 30, 1998 *

                     PIE CHART

U.S. Government Agency Pass-Through Certificates                    6.9%
U.S. Government Agency Collateralized Mortgage Obligations          56.1%
U.S. Treasury Obligations                                           14.3%
Asset-Backed Securities                                              6.4%
Collateralized Mortgage Obligations                                 14.5%
Municipal Zero Coupon Securities                                     0.2%
Repurchase Agreement                                                 1.6%

*As a percentage of total investments.







*As a percentage of total investments.

Conclusion

We   appreciate   the   opportunity   to  serve  your
investment   needs.   As  always,   we  welcome  your
questions   and   comments,   and  encourage  you  to
contact our Shareholder  Services  Representatives at
1-800-HYPERION.

Sincerely,





ANDREW M. CARTER                         CLIFFORD E. LAI
Director and Chairman of the Board       President
Hyperion 1999 Term Trust, Inc.           Hyperion 1999 Term Trust, Inc.
Chairman and Chief Executive Officer,    President and Chief Investment Officer
Hyperion Capital Management, Inc.        Hyperion Capital Management, Inc.



<TABLE>
<S>                                          <C>                 <C>                 <C>                        <C>    


- -------------------------------------------------------------------------------
HYPERION 1999 TERM TRUST, INC.
Portfolio of Investments                                                               Principal
November 30, 1998                            Interest                                    Amount                     Value
                                               Rate               Maturity               (000s)                    (Note 2)
- -------------------------------------------------------------------------------


U.S. GOVERNMENT & AGENCY OBLIGATIONS - 96.0%
U.S. Government Agency Pass-Through Certificates -   8.6%
Federal National Mortgage Association                6.%0    11/01/00-08/01/02                $ 29,108                 $ 29,072,067
                                                     6.50         08/01/02                         799                      807,146
                                                                                                           -------------------------
                                                                                                                         29,879,213
                                                                                                           -------------------------

Federal Home Loan Mortgage Corporation               6.30         06/25/13                       8,994                    8,993,513
                                                                                                           -------------------------

Total U.S. Government Agency Pass-Through Certificates
         (Cost -   $ 38,133,180  )                                                                                       38,872,726
                                                                                                           -------------------------

U.S. Government Agency Collateralized Mortgage Obligations - 69.7%
Federal Home Loan Mortgage Corporation
    Series 1684, Class D                             5.35         11/15/14                       5,813                    5,801,271
    Series 1490, Class PE                            5.75         07/15/06                       4,556                    4,561,888
    Series 1634, Class PE                            5.75         06/15/18                       8,380                    8,381,698
    Series 2048, Class QA                            5.75         12/15/09                      12,953                   12,968,022
    Series 1539,  Class PG                           5.80         06/15/05                      20,641                   20,681,204
    Series 1517, Class E                             6.00         04/15/18                       1,299                    1,300,762
    Series 1610, Class PE                            6.00         04/15/17                      32,024                   32,135,643
    Series 1836, Class C                             6.25         06/15/14                       5,000 @                  5,029,950
    Series 1478, Class F                             6.50         05/15/06                       8,156                    8,275,543
    Series 1453, Class S                             7.32+        01/15/00                       3,546                    3,585,112
                                                                                                           -------------------------
                                                                                                                        102,721,093
                                                                                                           -------------------------

Federal National Mortgage Association
    Series 1993-210, Class PE                        5.75         03/25/18                      16,230                   16,220,996
    Series 1993-202, Class E                         5.75         12/25/16                      14,250                   14,241,735
    Series 1994-30, Class E                          5.75         11/25/17                      28,000                   27,984,040
    Series 1993-191, Class PE                        5.80         09/25/06                      15,357                   15,367,542
    Series 1993-135, Class PZ                        5.85         08/25/03                      18,879                   18,838,432
    Series 1994-50, Class PD                         5.85         09/25/17                      48,000  @                48,046,080
    Series 1993-174, Class D                         6.00         07/25/06                      38,955                   38,934,019
    Series 1993-160, Class PE                        6.00         05/25/16                       8,666                    8,688,564
    Series 1994-34, Class A                          6.00         08/25/07                       5,213                    5,227,739
    Series 1998-6, Class PB                          6.00         03/18/13                      11,705                   11,762,003
    Series 1997-32, Class PA                         6.50         04/25/09                       6,023                    6,034,861
    Series 1991-18, Class SA                        12.70+        04/18/27                       1,761                    1,778,156
                                                                                                           -------------------------
                                                                                                                        213,124,167
                                                                                                           -------------------------

Total U.S. Government Agency Collateralized Mortgage Obligations

        ( Cost -  $ 311,829,666  )                                                                                      315,845,260
                                                                                                           -------------------------

U.S. Treasury Obligations - 17.7%
U.S. Treasury Notes                                  5.88         11/15/99                       5,700  @                 5,760,563
                                                     6.13         08/15/07                      13,500  @                14,719,225
                                                     6.25         05/31/00                       8,000  @                 8,182,504
                                                     7.75         12/31/99                      25,000  @                25,789,075
                                                     7.75         01/31/00                      25,000  @                25,851,575
                                                                                                           -------------------------
Total U.S. Treasury Obligations
        ( Cost -   $ 78,696,761  )                                                                                       80,302,942
                                                                                                           -------------------------

Total U.S. Government & Agency Obligations
        ( Cost -  $ 428,659,607  )                                                                                      435,020,928
                                                                                                           -------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<S>                                                  <C>         <C>                         <C>          <C>    

ASSET-BACKED SECURITIES - 8.0%
FirstPlus Home Loan Owner
    Series 1998-2, Class A2                          6.%3         06/10/10                    $ 10,000                 $ 10,027,100
                                                                                                           -------------------------
Green Tree Financial Corp.
    Series 1998-2, Class A2                          6.06         11/15/29                       3,205                    3,205,785
                                                                                                           -------------------------
MBNA Master Card Trust
    Series 1996-M, Class A                           5.+3         04/15/09                       5,000                    4,911,650
                                                                                                           -------------------------
The Money Store Home Equity Trust
    Series 1998-A, Class A                           6.36         07/15/07                       2,594                    2,598,244
                                                                                                           -------------------------
Neiman Marcus Credit Master Trust
    Series 1995-1, CTF Class A                       7.60         06/15/03                      15,000                   15,455,379
                                                                                                           -------------------------

Total Asset-Backed Securities
        ( Cost -   $ 35,795,353  )                                                                                       36,198,158
                                                                                                           -------------------------

- -------------------------------------------------------------------------------

COLLATERALIZED MORTGAGE OBLIGATIONS - 18.0%
Commercial Mortgage Acceptance Corporation
    Series 1996-C1, Class A                          6.72+        12/25/20                       5,424                    5,418,231
                                                                                                           -------------------------
Contimortgage Home Equity Loan Trust
    Series 1998-2, Class A2A                         6.15+        03/15/13                      10,000                    9,971,880
                                                                                                           -------------------------
DLJ Mortgage Acceptance Corporation
    Series 1995-CF2, Class A1A                       6.65         12/17/27                       8,891                    9,084,240
    Series 1993-MF10, Class A2*                      7.20         07/15/03                       8,548                    8,936,711
                                                                                                           -------------------------
                                                                                                                         18,020,951
                                                                                                           -------------------------
First Boston Mortgage Securities Corporation
    Series 1993-M1, Class 1A                         6.75         09/25/06                      24,033                   24,976,079
                                                                                                           -------------------------
GMAC Commercial Mortgage Securities, Inc.
    Series 1997-C2, Class A3                         6.57         11/15/07                      16,000                   16,709,760
                                                                                                           -------------------------
Merrill Lynch Mortgage Investors, Inc.
    Series 1995-C1, Class A                          7.21+        05/25/15                       4,733                    4,795,356
                                                                                                           -------------------------
Prudential Home Mortgage Securities Co., Inc.
    Series 1993-61, Class A5                         6.50         12/26/07                       1,624                    1,623,663
                                                                                                           -------------------------

Total Collateralized Mortgage Obligations
        ( Cost -   $ 80,071,106  )                                                                                       81,515,920
                                                                                                           -------------------------

- -------------------------------------------------------------------------------


MUNICIPAL ZERO COUPON SECURITY - 0.2%
Kansas
Kansas City, Kansas, Utility System
    Revenue Bonds**
      ( Cost -      $ 924,605    )              05   3.(a)        03/01/00                         985                      940,667
                                                                                                           -------------------------

</TABLE>


<TABLE>
<S>                                                                                            <C>       <C>    
- -------------------------------------------------------------------------------

REPURCHASE AGREEMENT - 2.0%
Dated 11/25/98, with Morgan Stanley Dean Witter;
    proceeds: $9,008,470; collateralized by $9,224,000
    FHLMC 2086 PC, 5.75%,  due 1/15/16, value: $9,183,691 (Note 2)
        ( Cost -   $ 9,000,000   )              0    4.84         12/02/98                     $ 9,000                  $ 9,000,000
                                                                                                           -------------------------

Dated 11/30/98, with State Street Bank and Trust Company;
    proceeds: $262,036; collateralized by $240,000
    U.S. Treasury Note, 7.88%,  due 2/15/21, value: $320,022 (Note 2)
        ( Cost -    $ 262,000    )              00   5.%0         12/02/98                         262                      262,000
                                                                                                           -------------------------

Total Repurchase Agreements
        ( Cost -   $ 9,262,000   )              0                                                                         9,262,000
                                                                                                           -------------------------

- -------------------------------------------------------------------------------

TOTAL INVESTMENTS - 124.2%
        ( Cost -  $ 554,712,671  )                                                                                      562,937,673
                                                                                                           -------------------------

Liabilities in Excess of Other Assets - (24.2%)                                                                        (109,703,794)
                                                                                                           -------------------------

NET ASSETS - 100.0%                                                                                                   $ 453,233,879
                                                                                                           =========================
</TABLE>


- -------------------------------------------------------------------------------



               @ - Portion of or entire principal amount delivered as collateral
                   for reverse repurchase agreements (Note 5).
               + - Variable Rate Security: Coupon rate is rate in effect at 
                   November 30, 1998.
             (a) - Zero Coupon Bond. Interest rate represents yield to maturity.
               *    - Security exempt from  registration  under Rule 144A of the
                    Securities  Act of 1933.  These  securities may be resold in
                    transactions exempt from registration, normally to qualified
                    institutional buyers.
              ** - Insured by American Municipal Bond Assurance Corporation.

- -----------------
See notes to financial statements.






- --------------------------------------------------------------------------------
HYPERION 1999 TERM TRUST, INC.
Statement of Assets and Liabilities
November 30, 1998

- --------------------------------------------------------------------------------

Assets:
Investments, at value (cost $554,712,671) (Note 2)     $             562,937,673
Cash                                                                          12
Interest receivable                                                    4,458,445
Prepaid expenses                                                         237,064
                                                            --------------------
              Total assets                                           567,633,194
                                                            --------------------

Liabilities:
Reverse repurchase agreements (Note 5)                               113,977,625
Interest payable for reverse repurchase agreements (Note 5)              222,879
Dividends payable                                                        129,452
Accrued expenses and other liabilities                                    69,359
                                                                   -------------
            Total liabilities                                        114,399,315
                                                                   -------------

Net Assets (equivalent to $7.39 per share based on
            61,358,339 shares issued and outstanding)       $        453,233,879
                                                            ====================

Composition of Net Assets:
Capital stock, at par value ($.01)  (Note 6)                $            613,583
Additional paid-in capital (Note 6)                                  580,123,157
Undistributed net investment income                                   13,282,017
Accumulated net realized loss                                      (149,009,880)
Net unrealized appreciation                                            8,225,002
                                                            --------------------
                                                              ==================
Net assets applicable to capital stock outstanding          $        453,233,879
                                                            ====================

- ----------
See notes to financial statements.






- --------------------------------------------------------------------------------
Hyperion 1999 Term Trust, Inc.
Statement of Operations
For the Year Ended November 30, 1998

- --------------------------------------------------------------------------------

Investment Income (Note 2):
         Interest                                     $       41,374,763
                                                      -------------------

Expenses:
         Investment advisory fee (Note 3)                      2,260,120
         Administration fee (Note 3)                             629,929
         Insurance                                               221,585
         Custodian                                               115,553
         Reports to shareholders                                  83,114
         Transfer agency                                          59,614
         Registration                                             52,995
         Directors' fees                                          47,437
         Accounting and tax services                              44,650
         Legal                                                    16,237
         Miscellaneous                                            38,629
                                                      -------------------
                  Total operating expenses                     3,569,863
                       Interest expense (Note 5)              11,648,471
                                                      -------------------
                  Total expenses                              15,218,334
                                                      -------------------
         Net investment income                                26,156,429
                                                      -------------------

Realized  and Unrealized  Gains (Losses) on 
Investments,  Short Sale and Futures
          Transactions (Notes 2 and 4):
Net realized gains (losses) on:
         Investments                                           10,926,846
         Short sale transactions                                 (203,125)
         Futures transactions                                    (139,017)
                                                            -----------------
                                                               10,584,704
                                                            -----------------

Net change in unrealized appreciation on investments           (4,445,668)
                                                            -----------------

Net realized and unrealized gain on investments, 
futures and short sale transactions                              6,139,036
                                                          -------------------
Net increase in net assets resulting from operations    $       32,295,465
                                                          ===================
- ----------
See notes to financial statements.




<TABLE>
<S>                                                                                          <C>                   <C>    


- ------------------------------------------------------------------------------
Hyperion 1999 Term Trust, Inc.                                                                 For the Year          For the Year
Statements of Changes in Net Assets                                                               Ended                  Ended
                                                                                               November 30,          November 30,
                                                                                                   1998                  1997
- ------------------------------------------------------------------------------------------------------------------------------------



Increase in Net Assets Resulting from Operations:
     Net investment income                                                      $                  26,156,429      $     29,200,850
     Net realized gain on investment, short sale and
         futures transactions                                                                      10,584,704             1,236,567
     Net change in unrealized appreciation (depreciation) on investments
         and short sales                                                                           (4,445,668)           (1,692,419)
                                                                                          --------------------  --------------------
     Net increase in net assets resulting from operations                                          32,295,465            28,744,998
                                                                                          --------------------  --------------------

Dividends to Shareholders (Note 2):
     Net investment income                                                                        (26,092,588)          (27,436,642)
                                                                                          --------------------  --------------------

Capital Stock Transactions (Note 6):
     Cost of Trust shares repurchased and retired                                                  (1,315,955)           (8,477,023)
                                                                                          --------------------  --------------------

               Total increase/(decrease) in net assets                                              4,886,922            (7,168,667)

Net Assets:
     Beginning of year                                                                            448,346,957           455,515,624
                                                                                          --------------------  --------------------
     End of year (including undistributed net investment income
          of $13,282,017 and $13,218,176, respectively)                                   $       453,233,879     $     448,346,957
                                                                                          ====================  ====================
</TABLE>

See notes to financial statements.

<TABLE>
<S>                                                                                <C>    
- -------------------------------------------------------------------------------
HYPERION 1999 TERM TRUST, INC.
Statement of Cash Flows
For the Year Ended November 30, 1998

- -------------------------------------------------------------------------------

Increase (Decrease) in Cash:

Cash flows provided by operating activities:
    Interest received (excluding net amortization of $832,038)                       $     41,641,622
    Interest expense paid                                                                 (11,927,005)
    Operating expenses paid                                                                (4,038,693)
    Purchase and sale of short-term portfolio investments, 
    including options, net                                                                 (7,451,758)
    Purchases and short covers of long-term portfolio investments                        (468,774,736)
    Proceeds from short sales, principal paydowns, and dispositions of
          long-term portfolio investments                                                 575,150,868
   Net cash used for futures transactions                                                    (139,017)
                                                                                     -----------------
   Net cash used for futures transactions                                                 124,461,281
                                                                                     -----------------

Cash flows used for financing activities:
    Net cash used for reverse repurchase agreements                                       (97,182,750)
    Cash dividends paid                                                                   (25,963,136)
    Cash used to repurchase and retire Trust shares                                        (1,315,955)
                                                                                     -----------------
    Net cash used for financing activities                                               (124,461,841)
                                                                                     -----------------

Net decrease in cash                                                                             (560)
Cash at beginning of year                                                                         572
                                                                                     -----------------
Cash at end of year                                                               $                12
                                                                                     =================

Reconciliation of Net Increase in Net Assets Resulting from
  Operations to Net Cash Provided by Operating Activities:

Net increase in net assets resulting from operations                              $        32,295,465
                                                                                     -----------------
    Decrease in investments                                                                62,051,557
    Decrease in net unrealized appreciation on investments                                  4,445,668
    Decrease in interest receivable                                                           508,837
    Decrease in other assets                                                               25,693,111
    Decrease in other liabilities                                                            (533,357)
                                                                                     -----------------
          Total adjustments                                                                92,165,816
                                                                                     -----------------

Net cash used for operating activities                                            $       124,461,281
                                                                                     =================

See notes to financial statements.

</TABLE>


<TABLE>
<S>                                     <C>                <C>    <C>         <C>              <C>                  <C>  


- ---------------------------------------------------------------------------------------------------------------------------------
Hyperion 1999 Term Trust, Inc.            For the Year      For the Year      For the Year        For the Year     For the Year
Financial Highlights                          Ended             Ended             Ended              Ended             Ended
                                          November 30,      November 30,      November 30,        November 30,     November 30,
                                              1998              1997              1996               1995              1994
- ------------------------------------------------------------------------------------------------------------------------------------

Per Share Operating Performance:
Net asset value,
     beginning of the period            $     7.28$              7.25$          7.61$           7.72$               7.02
                                        ----------------  ----------------  ----------------  -----------------  ----------------
Net investment income                         0.43               0.47           0.52            0.51                0.68
Net realized and unrealized gain (loss)
     on investment, futures and
     short sale transactions                  0.11              (0.01)         (0.40)          (0.10)               0.58
                                        ----------------  ----------------  ----------------  -----------------  ----------------
Net increase in net asset value resulting
     from operations                          0.54               0.46           0.12            0.41                1.26
                                        ----------------  ----------------  ----------------  -----------------  ----------------
Net effect of shares repurchased                 -               0.01              -               -                -
Dividends from net investment income         (0.43)             (0.44)         (0.48)          (0.52)              (0.56)
                                        ----------------  ----------------  ----------------  -----------------  ----------------
Net asset value, end of period          $     7.39           $   7.28         $ 7.25          $ 7.61             $  7.72
                                        ================  ================  ================  =================  ================
Market price, end of period             $     7.19           $   6.87         $ 6.50          $ 6.50             $ 6.875
                                        ================  ================  ================  =================  ================

Total Investment Return +                    10.92%             12.90%          7.53%           1.91%               10.29%

Ratios to Average Net Assets/
Supplementary Data:
Net assets, end of period (000s)          $453,234            $448,347      $455,516         $480,080               $487,264
Operating expenses                           0.79%               0.81%          0.83%           0.96%                  0.83%
Interest expense                             2.58%               2.27%          2.27%           2.50%                  1.69%
Total expenses                               3.37%               2.98%          3.10%           3.46%                  2.52%
Net investment income                        5.79%               6.57%          7.05%           6.55%                  9.07%
Portfolio turnover rate                        63%                 50%           135%            473%                   745%
</TABLE>

+    Total investment  return is computed based upon the New York Stock Exchange
     market  price of the Trust's  shares and  excludes the effects of brokerage
     commissions.



- ----------
See notes to financial statements.






- ------------------------------------------------------------------------
HYPERION 1999 TERM TRUST, INC.
Notes to Financial Statements
November 30, 1998
- -------------------------------------------------------------------------

                                                           
1.  The Trust

Hyperion 1999 Term Trust, Inc. (the "Trust"),  which was incorporated  under the
laws of the State of Maryland on November  22,  1991,  is  registered  under the
Investment  Company  Act of 1940 (the "1940 Act") as a  diversified,  closed-end
management investment company. The Trust expects to distribute substantially all
of its net assets on or shortly  before  November  30,  1999 and  thereafter  to
terminate.

The Trust's investment  objectives are to provide a high level of current income
consistent  with  investing only in securities of the highest credit quality and
to return at least  $10.00  per share (the  initial  public  offering  price per
share) to investors on or shortly  before  November 30, 1999.  Hyperion  Capital
Management, Inc. (the "Advisor"),  presently intends to manage the portfolio for
the remaining term of the Trust in a manner that attempts to achieve the Trust's
objectives,  but there is no assurance that these  investment  objectives can be
achieved; indeed, under current market conditions it will be extremely difficult
for the  Trust to  achieve  its  objective  to  return  $10.00  per share by its
scheduled termination date, November 30, 1999.

2.  Significant Accounting Policies

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Valuation  of  Investments:  Where  market  quotations  are  readily  available,
securities  held by the Trust are valued  based upon the  current  bid price for
long positions and the current ask price for short  positions.  The Trust values
mortgage-backed  securities  ("MBS") and other debt  securities for which market
quotations  are not readily  available at their fair value as determined in good
faith,  utilizing procedures approved by the Board of Directors of the Trust, on
the basis of  information  provided by dealers in such  securities.  Some of the
general  factors which may be considered in  determining  fair value include the
fundamental  analytic data relating to the  investment  and an evaluation of the
forces which  influence the market in which these  securities  are purchased and
sold.  Determination of fair value involves subjective  judgment,  as the actual
market value of a particular  security can be established  only by  negotiations
between the parties in a sales  transaction.  Debt securities having a remaining
maturity of sixty days or less when  purchased  and debt  securities  originally
purchased  with  maturities  in excess of sixty  days but which  currently  have
maturities of sixty days or less are valued at amortized cost.

The  ability  of  issuers  of debt  securities  held by the Trust to meet  their
obligations may be affected by economic  developments in a specific  industry or
region.  The values of MBS can be significantly  affected by changes in interest
rates or in the financial conditional of an issuer or market.

Options  Written  or  Purchased:  The Trust may write or  purchase  options as a
method of hedging potential declines in similar underlying securities.  When the
Trust writes or purchases an option,  an amount equal to the premium received or
paid by the Trust is  recorded as a  liability  or an asset and is  subsequently
adjusted  to the  current  market  value of the  option  written  or  purchased.
Premiums  received  or paid from  writing or  purchasing  options  which  expire
unexercised are treated by the Trust on the expiration date as realized gains or
losses.  The  difference  between the premium and the amount paid or received on
effecting  a  closing  purchase  or  sale   transaction,   including   brokerage
commissions,  is also  treated  as a  realized  gain or loss.  If an  option  is
exercised,  the premium paid or received is added to the proceeds  from the sale
or cost of the purchase in determining  whether the Trust has realized a gain or
a loss on the investment transaction.

The  Trust,  as  writer of an  option,  may have no  control  over  whether  the
underlying  securities  may be sold  (call) or  purchased  (put) and as a result
bears the  market  risk of an  unfavorable  change in the price of the  security
underlying the written option.

The  Trust  purchases  or  writes  options  to  hedge against  adverse market  
movements or fluctuations in value caused by changes in interest   rates.   The 
Trust   bears  the  risk  in purchasing  an option,  to the extent of the  
premium paid, that it will expire without being exercised. If this occurs, the 
option expires worthless and the premium paid for the option is recognized as a 
realized  loss. The risk  associated  with writing call  options is that the 
Trust may forego the  opportunity  for a profit if the market value of the 
underlying  position  increases and the option is exercised. The Trust will only
write call options on positions held in its  portfolio.  The risk in  writing a 
put  option is that the Trust may incur a loss if the  market value of the  
underlying  position  decreases  and the option is  exercised.  In addition,  
the Trust  bears the risk of not being  able to enter  into a closing
transaction  for  written  options  as a result of an  illiquid  market  for the
underlying security.

Short Sales: The Trust may make short sales of securities as a method of hedging
potential  declines in similar  securities  owned.  When the Trust makes a short
sale, it must borrow the security sold short and deliver it to the broker-dealer
through which it made the short sale as collateral for its obligation to deliver
the security  upon  conclusion  of the sale.  The Trust may have to pay a fee to
borrow the  particular  securities and may be obligated to pay over any payments
received on such borrowed securities.  A gain, limited to the price at which the
Trust sold the security short, or a loss, unlimited as to dollar amount, will be
realized  upon the  termination  of a short sale if the market  price is less or
greater than the proceeds originally received.

Financial  Futures  Contracts:  A futures  contract is an agreement  between two
parties to buy and sell a financial instrument for a set price on a future date.
Initial margin deposits are made upon entering into futures contracts and can be
either  cash or  securities.  During the period the  futures  contract  is open,
changes in the value of the  contract  are  recognized  as  unrealized  gains or
losses by  "marking-to-market"  on a daily basis to reflect the market  value of
the contract at the end of each day's  trading.  Variation  margin  payments are
made or  received,  depending  upon  whether  unrealized  gains  or  losses  are
incurred. When the contract is closed, the Trust records a realized gain or loss
equal to the  difference  between  the  proceeds  from (or cost of) the  closing
transaction and the Trust's basis in the contract.

The Trust invests in financial futures  contracts to hedge against  fluctuations
in the value of  portfolio  securities  caused by changes in  prevailing  market
interest  rates.  Should  interest  rates move  unexpectedly,  the Trust may not
achieve the  anticipated  benefits of the  financial  futures  contracts and may
realize a loss. The use of futures  transactions  involves the risk of imperfect
correlation in movements in the price of futures  contracts,  interest rates and
the underlying  hedged  assets.  The Trust is at risk that it may not be able to
close out a transaction because of an illiquid secondary market.

Securities  Transactions  and Investment  Income:  Securities  transactions  are
recorded  on  the  trade  date.   Realized  gains  and  losses  from  securities
transactions  are calculated on the identified  cost basis.  Interest  income is
recorded on the accrual basis.  Discounts and premiums on certain securities are
accreted and amortized using the effective yield to maturity method.



Taxes: It is the Trust's  intention to continue to meet the  requirements of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute  substantially  all  of  its  taxable  income  to  its  shareholders.
Therefore, no federal income or excise tax provision is required.

Dividends and Distributions:  The Trust declares and pays dividends monthly from
net investment income.  Distributions of net realized capital gains in excess of
capital loss  carryforwards  are  distributed at least  annually.  Dividends and
distributions  are  recorded  on  the  ex-dividend  date.   Dividends  from  net
investment  income  and  distributions   from  realized  gains  from  investment
transactions  have  been  determined  in  accordance  with  Federal  income  tax
regulations  and may  differ  from net  investment  income  and  realized  gains
recorded by the Trust for financial reporting purposes. These differences, which
could be temporary or permanent  in nature,  may result in  reclassification  of
distributions; however, net investment income, net realized gains and net assets
are not affected.

Cash Flow Information: The  Trust invests in securities and distributes 
dividends and distributions which are paid in cash or are reinvested at the 
discretion of  shareholders.  These activities  are reported in the  Statement 
of Changes in Net Assets.  Additional information  on cash receipts and cash 
payments is presented in the Statement of Cash Flows. Cash, as used in the 
Statement of Cash Flows, is the amount reported as "Cash" in the  Statement  
of Assets  and  Liabilities,  and does not  include short-term investments.

Accounting  practices  that do not affect  reporting  activities on a cash basis
include  carrying  investments  at value and accreting  discounts and amortizing
premiums on debt obligations.

Repurchase  Agreements:  The Trust, through its custodian,  receives delivery of
the underlying collateral,  the market value of which at the time of purchase is
required  to be in an  amount  at least  equal to the  resale  price,  including
accrued  interest.  The Advisor is responsible for determining that the value of
these  underlying  securities is sufficient at all times. If the seller defaults
and the value of the collateral declines or if bankruptcy  proceedings  commence
with respect to the seller of the security, realization of the collateral by the
Trust may be delayed or limited.

3.  Investment   Advisory  Agreement  and  Affiliated
Transactions

The Trust has entered into an Investment  Advisory  Agreement  with the Advisor.
The Advisor is  responsible  for the  management  of the Trust's  portfolio  and
provides  the  necessary  personnel,  facilities,  equipment  and certain  other
services necessary to the operations of the Trust. For such services,  the Trust
pays a monthly fee at an annual rate of 0.50% of the Trust's  average weekly net
assets. During the year ended November 30, 1998, the Advisor received $2,260,120
in investment advisory fees.

The Trust has entered into an  Administration  Agreement  with Hyperion  Capital
Management,  Inc. (the  "Administrator").  The  Administrator has entered into a
sub-administration   agreement  with  Investors  Capital  Services,   Inc.  (the
"Sub-Administrator").    The   Administrator   and   Sub-Adminstrator    perform
administrative  services  necessary  for the  operation of the Trust,  including
maintaining  certain  books and records of the Trust and  preparing  reports and
other  documents  required  by Federal,  state,  and other  applicable  laws and
regulations,  and providing the Trust with administrative office facilities. For
these services,  the Trust pays to the  administrator a monthly fee at an annual
rate of 0.17% of the first  $100  million  of the  Trust's  average  weekly  net
assets,  0.145% of the next $150  million  and 0.12% of any  amounts  above $250
million.  During the year ended  November 30, 1998, the  Administrator  received
$629,929 in  Administration  fees. The Administrator is responsible for any fees
due the Sub-Administrator.

Certain  officers and/or directors of the Trust are officers and/or directors of
the Advisor, Administrator and Sub-Administrator.

4.  Purchases and Sales of Investments

Purchases  and  sales of  investments,  excluding  short-term  securities,  U.S.
Government  securities  and reverse  repurchase  agreements,  for the year ended
November 30, 1998, were  $128,008,478 and $95,910,320,  respectively.  Purchases
and sales of U.S. Government  securities,  for the year ended November 30, 1998,
were $288,867,820 and $308,065,486, respectively. For purposes of this footnote,
U.S. Government  securities include securities issued by the U.S. Treasury,  the
Federal Home Loan Mortgage  Corporation  and the  Government  National  Mortgage
Association.

The federal income tax basis of the Trust's investments at November 30, 1998 was
$554,712,671 which was the same for financial  reporting and,  accordingly,  net
unrealized  appreciation  for federal income tax purposes was $8,225,002  (gross
unrealized   appreciation  --  $8,422,651;   gross  unrealized  depreciation  --
$197649).  At  tax  year  end  May  31,  1998,  the  Trust  had a  capital  loss
carryforward of $153,417,945 of which $14,753,030  expires in 2001,  $80,484,434
expires in 2002,  $2,139,679  expires in 2003,  $44,548,231expires  in 2004, and
$11,492,571  expires in 2005,  available  to offset any  future  capital  gains.
However,  if the  Trust  terminates  as  expected  in  1999,  the  capital  loss
carryforward  must be  utilized by 1999 in order for  shareholders  to realize a
benefit.  The Trust utilized $10,581,552 of capital loss carryforward during the
tax year ended 5/31/98.


5.  Borrowings

The Trust may enter into  reverse  repurchase  agreements  with the same parties
with whom it may enter into repurchase  agreements.  Under a reverse  repurchase
agreement,  the  Trust  sells  securities  and  agrees to  repurchase  them at a
mutually  agreed  upon date and price.  Under the 1940 Act,  reverse  repurchase
agreements  will be regarded as a form of borrowing by the Trust unless,  at the
time it enters into a reverse repurchase agreement, it establishes and maintains
a segregated account with its custodian containing securities from its portfolio
having a value not less than the repurchase price (including  accrued interest).
The Trust has established and maintained such an account for each of its reverse
repurchase  agreements.  Reverse repurchase agreements involve the risk that the
market value of the securities retained in lieu of sale by the Trust may decline
below  the  price of the  securities  the  Trust  has sold but is  obligated  to
repurchase.  In the  event the buyer of  securities  under a reverse  repurchase
agreement files for bankruptcy or becomes  insolvent,  such buyer or its trustee
or receiver may receive an extension of time to determine whether to enforce the
Trust's  obligation to  repurchase  the  securities,  and the Trust's use of the
proceeds of the reverse  repurchase  agreement  may  effectively  be  restricted
pending such decision.

At November 30, 1998, the Trust had the following reverse repurchase  agreements
outstanding:

                                                           Maturity in
                                                            Zero to 30
                                                               days

      Maturity Amount, Including Interest Payable          $114,411,236
      Market Value of Assets Sold Under
      Agreements...............................            $115,356,662

      Weighted Average Interest Rate............                  5.00%
      --------------------------------------------------

- -------------------------------------------------------------------------------
The average daily balance of reverse  repurchase  agreements  outstanding during
the year ended November 30, 1998 was $207,626,458 at a weighted average interest
rate of 5.61%. The maximum amount of reverse repurchase  agreements  outstanding
at any time during the year was  $213,960,473,  as of July 22,  1998,  which was
31.16% of total assets.

6.  Capital Stock

There are 75 million  shares of $.01 par value common stock  authorized.  Of the
61,358,339  shares  outstanding  at November 30, 1998,  the Advisor owned 25,639
shares.

The Trust is continuing its stock repurchase program, whereby an amount of up to
15% of the original  outstanding  common  stock,  or  approximately  9.5 million
shares,  are  authorized for  repurchase.  The purchase price may not exceed the
then-current net asset value.

As of November 30, 1998, 1,902,300 shares have been repurchased pursuant to this
program at a cost of  $12,812,926  and an average  discount of 6.6% from its net
asset value.  For the year ended  November 30,  1998,  186,000  shares have been
repurchased  at a cost of $1,315,955  and an average  discount of 4.30% from its
net asset value. For the year ended November 30, 1997, 1,265,500 shares had been
repurchased at a cost of $8,477,023, at an average discount of 6.23%. All shares
repurchased have been retired.

7.  Financial Instruments

The Trust regularly trades in financial  instruments with off-balance sheet risk
in the normal course of its investing  activities to assist in managing exposure
to various market risks. These financial instruments include written options and
futures  contracts  and may involve,  to a varying  degree,  elements of risk in
excess of the amounts recognized for financial statement purposes.

7.  Financial Instruments (continued)

The  notional  or  contractual  amounts  of  these  instruments   represent  the
investment the Trust has in particular classes of financial instruments and does
not  necessarily   represent  the  amounts  potentially  subject  to  risk.  The
measurement of the risks  associated  with these  instruments is meaningful only
when all related and offsetting transactions are considered.  During the period,
the  fund  had  segregated  sufficient  cash  and/or  securities  to  cover  any
commitments under these contracts.

There was no written option activity for the year ended November 30, 1998.

There were no open futures contracts at November 30, 1998.

8.  Subsequent Events

The Trust's Board of Directors declared the following regular monthly dividends:

                                 Dividend      Record       Payable
                                 Per Share       Date         Date
                                 $0.03542      12/21/98     12/31/98
                                 $0.03542      12/31/98     01/28/99

                               --------------


- -----------------------------------------------------------------------

HYPERION 1999 TERM TRUST, INC.
Report of the Independent Accountants
________________________________________________________________________

                                                              

To the Board of Directors and Shareholders of
Hyperion 1999 Term Trust, Inc.:

In  our  opinion,   the  accompanying   statement  of
assets and  liabilities,  including  the portfolio of
investments,    and   the   related   statements   of
operations,  of  cash  flows  and of  changes  in net
assets and the financial  highlights  present fairly,
in all material  respects,  the financial position of
Hyperion  1999 Term  Trust,  Inc.  (the  "Trust")  at
November   30,   1998   and   the   results   of  its
operations,  its cash  flows,  the changes in its net
assets  and the  financial  highlights  for the  year
then ended,  in conformity  with  generally  accepted
accounting  principles.  These  financial  statements
and financial  highlights  (hereafter  referred to as
"financial  statements")  are the  responsibility  of
the  Trust's  management;  our  responsibility  is to
express  an  opinion  on these  financial  statements
based  on  our  audit.  We  conducted  our  audit  of
these   financial   statements  in  accordance   with
generally  accepted auditing  standards which require
that  we  plan  and   perform  the  audit  to  obtain
reasonable  assurance  about  whether  the  financial
statements  are  free of  material  misstatement.  An
audit includes examining,  on a test basis,  evidence
supporting   the  amounts  and   disclosures  in  the
financial   statements,   assessing  the   accounting
principles  used and  significant  estimates  made by
management,  and  evaluating  the  overall  financial
statement  presentation.  We believe  that our audit,
which   included   confirmation   of  investments  at
November   30,  1998  by   correspondence   with  the
custodian  and brokers,  provides a reasonable  basis
for the opinion expressed above.

The  statement  of changes in net assets of the Trust
for  the  year  ended   November  30,  1997  and  the
financial  highlights  for  the  four  years  in  the
period then ended were  audited by other  independent
accountants   whose  report  dated  January  9,  1998
expressed   an    unqualified    opinion   on   those
statements.

As discussed in Note 1 to the  financial  statements,
the Trust  expects to  distribute  substantially  all
of its net assets on or shortly  before  November 30,
1999,    and    thereafter    to    terminate.    The
distribution     and    termination    may    require
shareholder approval.
 
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York  10036

January 20, 1999

- -----------------------------------------------------

             TAX INFORMATION (unaudited)

- -----------------------------------------------------

The  Trust  is  required  by   Subchapter  M  of  the
Internal  Revenue  Code  of  1986,  as  amended,   to
advise  you  within  60  days of the  Trust's  fiscal
year end  (November  30,  1998) as to the federal tax
status  of  distributions  received  by  shareholders
during  such  fiscal   year.   Accordingly,   we  are
advising you that all  distributions  paid during the
fiscal year were derived from net  investment  income
and are  taxable as  ordinary  income.  In  addition,
12.66%  of  the  Trust's   distributions  during  the
fiscal  year  ended  November  30,  1998 were  earned
from   U.S.   Treasury   obligations.   None  of  the
Trust's  distributions  qualifies  for the  dividends
received    deduction    available    to    corporate
shareholders.

Because the Trust's  fiscal year is not the  calendar
year,   another   notification   will  be  sent  with
respect to calendar  1998.  The second  notification,
which  will   reflect   the  amount  to  be  used  by
calendar year taxpayers on their  federal,  state and
local   income   tax   returns,   will   be  made  in
conjunction  with  Form  1099 -DIV and will be mailed
in  January,   1999.   Shareholders  are  advised  to
consult  their own tax  advisors  with respect to the
tax consequences of their investment in the Trust.




- ------------------------------------------------------------------------------

                      PROXY RESULTS (unaudited)

- -------------------------------------------------------------------------------

During the fiscal period ended November 30, 1998, Hyperion 1999 Term Trust, Inc.
shareholders voted on the following proposals at a shareholders meeting on April
21, 1998.  The  description  of each  proposal and number of shares voted are as
follows:

<TABLE>
<S>                                                           <C>                         <C>                 <C>   


                                                                                            Shares Voted        Shares Voted
                                                                                                 For          Without Authority


1.   To elect the members to the Trust's Board of Directors:  Harry E. Petersen Jr.           45,673,281           979,825
                                                              Leo M. Walsh Jr.               45,689,950            963,156



</TABLE>

- -------------------------------------------------------------------------------

                         YEAR 2000 CHALLENGE (unaudited)

- ------------------------------------------------------------------------------


The Trust could be adversely  affected if computers used by the Trust's  service
providers do not properly process  information  dated January 1, 2000 and after.
The Trust's  service  providers are taking steps to address Year 2000 risks with
respect to computer systems on which the Trust depends.  At this time,  however,
there can be no  assurance  that  these  steps will be  sufficient  to avoid any
adverse impact on the Trust.




- ------------------------------------------------------------------------------

                     CHANGE IN ACCOUNTANTS (unaudited)

- -------------------------------------------------------------------------------

In 1998, the Trust  determined to change  accountants from Deloitte & Touche LLP
("D&T") to  PricewaterhouseCoopers  LLP ("PwC").  D&T's report on the  financial
statements  for the Trust's  fiscal year ended  November  30, 1997  contained no
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty,  audit  scope or  accounting  principles.  The  decision  to change
accountants was determined by the Board of Directors of the Trust. There were no
disagreements  with D&T on any matter of  accounting  principles  or  practices,
financial  statement  disclosures,  auditing scope or procedure,  which,  if not
resolved to the  satisfaction of D&T, would have caused D&T to make reference to
the matter in their reports.

In 1998,  the Trust  engaged  PwC as its  independent  accountants  to audit the
Trust's  financial  statements.  Prior to engaging PwC, the Trust (or someone on
its  behalf)  did not  consult  PwC  regarding  either  (i) the  application  of
accounting  principles  to  a  specified  transaction,  either  contemplated  or
proposed  or the type of audit  opinion  that might be  rendered  on the Trust's
financial  statements;  or (ii) any  matter  that was  either  the  subject of a
disagreement with its former accountant or a reportable event.







- -----------------------------------------------------

             DIVIDEND REINVESTMENT PLAN

- -----------------------------------------------------

A Dividend  Reinvestment  Plan (the "Plan") is available to  shareholders of the
Trust  pursuant to which they may elect to have all dividends and  distributions
of capital gains automatically reinvested by State Street Bank and Trust Company
(the "Plan Agent") in Trust shares.  Shareholders  who do not participate in the
Plan will receive all distributions in cash paid by check mailed directly to the
shareholder  of record  (or if the  shares  are held in street or other  nominee
name,  then to the  nominee) by the Trust's  Custodian,  as Dividend  Disbursing
Agent.

The Plan Agent serves as agent for the shareholders in  administering  the Plan.
After the  Trust  declares  a  dividend  or  determines  to make a capital  gain
distribution,  payable in cash,  the  participants  in the Plan will receive the
equivalent  amount in Trust shares  valued at the market price  determined as of
the  time  of  purchase  (generally,   the  payment  date  of  the  dividend  or
distribution).  The Plan  Agent  will,  as agent for the  participants,  use the
amount otherwise payable as a dividend to participants to buy shares in the open
market,  on the New York Stock  Exchange  or  elsewhere,  for the  participants'
accounts.  If,  before the Plan Agent has completed  its  purchases,  the market
price increases, the average per share purchase price paid by the Plan Agent may
exceed  the  market  price  of the  shares  at the time  the  dividend  or other
distribution was declared. Share purchases under the Plan may have the effect of
increasing demand for the Trust's shares in the secondary market.

There is no charge to  participants  for  reinvesting  dividends or capital gain
distributions, except for certain brokerage commissions, as described below. The
Plan Agent's fees for handling the  reinvestment of dividends and  distributions
are paid by the Trust.  However,  each  participant will pay a pro rata share of
brokerage  commissions  incurred  with  respect to the Plan  Agent's open market
purchases in connection with the reinvestment of dividends and distributions.

The  automatic  reinvestment  of dividends  and  distributions  will not relieve
participants  of any federal income tax that may be payable on such dividends or
distributions.

Participants  in the Plan may withdraw from the Plan upon written  notice to the
Plan Agent.  When a participant  withdraws from the Plan or upon  termination of
the Plan by the Trust,  certificates  for whole  shares  credited  to his or her
account  under the Plan will be issued and a cash  payment  will be made for any
fraction of a share credited to such account.

A brochure  describing the Plan is available  from the Plan Agent,  State Street
Bank and Trust
Company, by calling 1-800-426-5523.

If you wish to  participate  in the Plan and your  shares are held in your name,
you may simply  complete and mail the enrollment  form in the brochure.  If your
shares are held in the name of your brokerage firm,  bank or other nominee,  you
should ask them  whether or how you can  participate  in the Plan.  Shareholders
whose shares are held in the name of a brokerage firm, bank or other nominee and
are  participating in the Plan may not be able to continue  participating in the
Plan if they transfer their shares to a different  brokerage firm, bank or other
nominee,  since such  shareholders  may  participate  only if  permitted  by the
brokerage firm, bank or other nominee to which their shares are transferred.





- -----------------------------------------------------------------------------
Hyperion 1999 Term Trust, Inc.
Selected Quarterly Financial Data
(unaudited)
<TABLE>
<S>                 <C>          <C>                <C>                       <C>                   <C>               <C>


                                                       Net realized and
                                                   unrealized gains (losses)       Net increase
                                                     on investment, written     (decrease) in net
                                 Net investment  option, futures and short  assets resulting from    Dividends and
                                     income            sale transactions            operations       distributions     Share price
                                ------------------ --------------------------  ---------------------   --------------------  ------
                       Total                Per                       Per                    Per                  Per
Quarter ended         income     Amount    share       Amount        share       Amount     share*      Amount   share   High   Low
- -----------------------------------------------------------------------------------------------------------------------------------

June 26, 1992**
to August 31,        $ 8,539,531  $ 7,129,135    0.11   (19,306,330)$   (0.30) $(12,177,195$  (0.19)  4,219,485 $  0.07 10 3/8 $ 10

November 30, 1992     16,580,937   12,842,733    0.21   (22,483,352)   (0.36)   (9,640,619)  (0.15)  12,658,452    0.20 10 3/4 8 7/8

February 28, 1993     14,278,323   10,642,860    0.17   (31,400,517)   (0.50)  (20,757,657)  (0.33)  12,658,452    0.20 10       9

May 31, 1993          13,647,042   10,562,767    0.17    (5,780,313)   (0.09)    4,782,454    0.08   12,658,452    0.209 3/4   8 3/4

August 31, 1993       11,325,312    8,412,983    0.13   (27,675,828)   (0.44)  (19,262,845)  (0.31)  11,861,350     0.19 8 7/8 7 1/2

November 30, 1993     18,307,264   15,895,853    0.25   (44,953,480)   (0.70)  (29,057,627)  (0.45)   9,356,249     0.15 8 1/4 6 3/8

February 28, 1994     14,880,602   12,231,574    0.19    12,367,705     0.20)   24,599,279    0.39    8,299,440     0.13 7    6 1/4

May 31, 1994          15,469,465   12,626,698    0.20    17,800,528     0.28    30,427,226    0.48    8,296,179     0.13 7 3/8 6 3/4

August 31, 1994       7,142,378     9,904,737    0.16   (36,250,648)   (0.57)  (26,345,911)  (0.41)   9,082,485     0.15 7 1/4 6 1/2

November 30, 1994     17,379,627    8,190,924    0.13    42,523,788     0.67    50,714,712    0.80    9,472,210     0.15 7     6 3/8

February 28, 1995     12,898,232    9,029,349    0.14     6,995,260     0.11    16,024,609    0.25    8,940,494     0.14 7     6 1/2

May 31, 1995          12,240,737    7,744,298    0.12    14,747,914     0.24    22,492,212    0.36    8,677,288     0.14 7 3/8 6 5/8

August 31, 1995       12,848,385    8,727,012    0.14   (12,253,807)   (0.19)   (3,526,795)  (0.05)   7,888,401     0.12 7 1/2 6 3/4

November 30, 1995     11,433,972    6,825,146    0.11   (15,999,089)   (0.26)   (9,173,943)  (0.15)   7,493,924     0.12 7 1/8 6 1/2

February 29, 1996     12,730,201    8,716,948    0.14   (13,968,641)   (0.22)   (5,251,693)  (0.08)   7,493,976     0.12 6 7/8 6 3/8

May 31, 1996          12,153,474    8,523,188    0.13   (26,191,953)   (0.41)  (17,668,765)  (0.28)   7,493,890     0.12 6 5/8    6

August 31, 1996       10,994,972    7,631,546    0.12         9,748     0.00     7,641,294    0.12    7,493,949     0.12 6 1/2 6 1/8

November 30, 1996     10,505,729    7,350,161    0.13    15,350,953     0.23    22,701,114    0.36    7,489,268     0.12 6 5/8 6 1/4

February 28, 1997     10,831,594    7,618,503    0.12    (8,866,675)   (0.14)   (1,248,172)  (0.02)   7,430,297     0.12 6 5/8 6 3/8

May 31, 1997          10,465,870    7,325,626    0.12    (3,545,553)   (0.06)    3,780,073    0.06    6,863,056     0.11 6 1/2 6 3/8

August 31, 1997       10,378,734    7,001,939    0.11     7,787,460     0.12    14,789,399    0.23    6,574,399   0.11 6 13/16 6 1/2

November 30, 1997     10,770,774    7,254,782    0.12     4,168,916     0.07    11,423,698    0.19    6,568,890   0.10 6 7/8 6 11/16

February 28, 1998     11,078,600    7,043,407    0.11    (4,206,980)   (0.06)    2,836,427    0.05    6,533,033   0.11 7 1/16  6 7/8

May 31, 1998          10,476,196    6,591,293    0.11     8,158,313     0.13    14,749,606    0.24    6,519,854  0.11 7 1/8  6 15/16

August 31, 1998       10,166,353    6,315,532    0.11     5,032,065     0.08    11,347,597    0.19   6,519,851     0.11 7  3/16  7

November 30, 1998     9,653,614     6,206,197    0.10    (2,844,362)   (0.04)    3,361,835    0.06   6,519,850     0.10 7  1/4 7 1/8

  *   Excludes net effect of shares repurchased.
**   Commencement of investment operations.

- ------------------------------------------------------------------------------
</TABLE>



<TABLE>
<S>                                                    <C>    



INVESTMENT ADVISOR AND ADMINISTRATOR                     CUSTODIAN

HYPERION CAPITAL MANAGEMENT, INC.                        STATE STREET BANK AND TRUST COMPANY
One Liberty Plaza                                        225 Franklin Street
165 Broadway, 36th Floor                                 Boston, Massachusetts  02116
New York, New York  10006-1404
For General Information about the Trust:                 INDEPENDENT ACCOUNTANTS
(800) HYPERION
                                                         PRICEWATERHOUSECOOPERS LLP
TRANSFER AGENT                                           1177 Avenue of the Americas
                                                         New York, New York  10036
BOSTON EQUISERVE, L.P.
Investor Relations Department                            LEGAL COUNSEL
P.O. Box 8200
Boston, Massachusetts  02266-8200                        SULLIVAN & WORCESTER LLP
For Shareholder Services:                                1025 Connecticut Avenue, N.W.
(800) 426-5523                                           Washington, D.C.  20036
</TABLE>


Notice  is hereby  given in  accordance  with  Section  23(c) of the  Investment
Company Act of 1940 that  periodically  the Trust may purchase its shares in the
open market at prevailing market prices.






 
_______________________________________________________________________________
Officers & Directors
_______________________________________________________________________________

Andrew M. Carter
Chairman

Lewis S. Ranieri
Director

Robert F. Birch*
Director

Rodman L. Drake*
Director

Garth Marston
Director Emeritus

Leo M. Walsh, Jr.*
Director

Harry E. Petersen, Jr.*
Director

Kenneth C. Weiss
Director

Patricia A. Sloan
Director & Secretary

Clifford E. Lai
President

Patricia A. Botta
Vice President

Thomas F. Doodian
Treasurer


* Audit Committee Members


This Report is for shareholder information.  This is not a
prospectus intended for use in the purchase or sale of
Trust shares.

                     Hyperion 1999 Term Trust, Inc.
                                 One Liberty Plaza
                          165 Broadway, 36th Floor
                         New York, NY  10006-1404


                                             

<TABLE> <S> <C>



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<NAME> HYPERION 1999 TERM TRUST, INC.
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<AVG-DEBT-PER-SHARE>                              3.38
        

</TABLE>


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