AMERICAN MUNICIPAL TERM TRUST INC III
SC 13D/A, 1999-04-12
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                               (Amendment No 2)
                 Under the Securities and Exchange Act of 1934


                    AMERICAN MUNICIPAL TERM TRUST, INC. III
                                     (CXT)
                               (Name of Issuer)

                                 Common Stock
                        (Title of Class of Securities)

                                   027654102
                                (CUSIP Number)

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

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

                                 April 6, 1999
            (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. [ ]

                              (Page 1 of 4 pages)
                            There are no exhibits.


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CUSIP No. 027654102               SCHEDULE 13D                 Page 2 of 4 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

                              365,800
Number of Shares
                         8.   Shared Voting Power
 Beneficially

 Owned by Each
                         9.   Sole Dispositive Power
Reporting Person
                              365,800
     With
                         10.  Shared Dispositive Power



11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     365,800

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

13.  Percent of Class Represented by Amount in Row (11)

     6.90%

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.

<PAGE>

ITEM 1   Security and Issuer
         Common Stock
         American Municipal Term Trust, Inc. III
         Piper Capital Management, Inc.
         Piper Jaffray Tower
         222 South 9th Street
         Minneapolis, MN   55402

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 five
             years of any criminal proceeding (excluding traffic violations).
         e)  During the last five years noneof 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 CXT
         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 CXT fit the investment guidelines for various
         Accounts. Shares have been acquired since October 18, 1993.

ITEM 5   Interest in Securities of the Issuer
         a)   As of the date of this Report, KIM owns 365,800 shares, which
              represents 6.90% of the outstanding Shares. George W. Karpus,
              (President of KIM) presently owns 6,500 shares purchased on
              February 27, 1997 at $9.315 per share (1000 shares), July 9 at
              $10.375 per share (1000 shares), July 15,1998 at $11.00 per
              share (1,100 shares), and September 2 at $11.00 per share (1400
              shares). Karpus Management, Inc. owns 1,000 shares purchased on
              March 29 & 30, 1995 at a price of $9.125 per share. None of the
              other Principals presently owns shares.
         b)   KIM has the sole power to dispose of and to vote all of such
              Shares under limited powers of attorney.
<PAGE>

         c)   The first open market purchase occurred on October 18, 1993 as
              previously reported. Open market purchases for the last 60 days
              for the Accounts. There have been no dispositions and no
              acquisitions, other than by such open market purchases, during
              such period unless indicated.

        Date      Shares   Price Per            Date      Shares    Price Per

                               Share                                    Share

      2/1/99         100       11.25          3/2/99        6000        11.25
      2/3/99      21,900       11.25          3/4/99        2500      11.1875
                                              3/8/99       -1000      11.1875
                                              3/8/99        1000      11.1875
                                             3/11/99        4500       11.125
                                             3/12/99         900       11.125
                                             3/15/99        1600       11.125
                                             3/16/99         500      11.0625
                                             3/17/99        4500      11.0625
                                             3/19/99        2600       11.125
                                             3/22/99        9900       11.125
                                             3/23/99       13100       11.125
                                             3/24/99        1800       11.125
                                             3/26/99        5200       11.125
                                             3/29/99       14100       11.125

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

ITEM 6   Contracts, Arrangements, Understandings, or Relationships with Respect
         to Securities of the Issuer.
         Except as described above, there are no contracts, arrangements,
         understandings or relationships of any kind among the Principals and
         KIM and between any of them and any other person with respect to any
         of CXT securities.

ITEM 7   Materials to be Filed as Exhibits 
         Not applicable.

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

                                         Karpus Management, Inc.


April 6, 1999                            By: /s/ George W. Karpus, President
- -------------                                -------------------------------
    Date                                              Signature

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



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