HYPERION 2002 TERM TRUST INC
SC 13D/A, 1999-02-12
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                 Under the Securities and Exchange Act of l934
                                 (Amendment #3)

                         HYPERION 2002 TERM TRUST, INC.
                                     (HTB)
                                (Name of Issuer)

                                   448915108
                                 (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)

                                February 9, 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 5 pages)
                             There are no exhibits.

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                                 SCHEDULE 13D

CUSIP No. 448915108                                           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

                         2,117,985
   NUMBER OF
     SHARES          8.  SHARED VOTING POWER
  BENEFICIALLY
    OWNED BY
      EACH
    REPORTING        9.  SOLE DISPOSITIVE POWER
     PERSON
      WITH               2,117,985

                    10.  SHARED DISPOSITIVE POWER



11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,117,985

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

                                                                            [ ]

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

     6.24%

14.  TYPE OF REPORTING PERSON*

     IA            


                    *SEE INSTRUCTIONS BEFORE FILLING OUT!                 2 of 7
         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
              Hyperion 2002 Term Trust, Inc.
              Hyperion Capital Management, Inc.
              1 Liberty Plaza
              165 Broadway
              36th floor
              New York, New York 10006
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).
              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 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 judgement, 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 Condiderations 
              -------------------------------------------------- 
              KIM, an independent investment advisor, has accumulated shares of
              HTB 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 HTB fit the investment guidelines for
              various Accounts. Shares have been acquired since September 19,
              1993.
ITEM 5        Interest in Securities of the Issuer
              ------------------------------------
              a)  As of the date of this Report, KIM owns 2,117,985 shares,
                  which represents 6.24% of the outstanding shares. George W.
                  Karpus (President of KIM) presently owns 4,000 shares
                  (purchases of 6/1/95 600 shs.@ 7.25, 6/9/95 900 shares @
                  7.375, 12/22/95 1,500 shares @ 7.125, 7/3/96 1,000 shares @
                  6.875). Sophie Karpus (Director) purchased 1,000 shares
                  11/7/94 @ 6.375. JoAnn VanDeGriff (Vice-President and
                  Director) purchased 12/19/96 200 shares @ 7.125 and 900
                  shares 12/20/96 @ 7.125. Karpus Investment Management Profit
                  Sharing Plan Fund-B purchased 10/26/93 1,200 shares @ 7.75,
                  3/24/95 750 shares 

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                  @6.875 and 3/27/95 250 shares @ 6.875.
              b)  KIM has the sole power to dispose of and to vote all such
                  Shares under limited powers of attorney.
              c)  The first open market purchase occurred on February 8, 1995
                  as previously reported. 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
     12/1/98      5000      8.3125           1/4/99        9000       8.3125
     12/2/98      2600      8.3125           1/4/99        3000        8.375
     12/2/98      2500      8.3146           1/5/99       53300        8.375
     12/3/98      4500      8.3125           1/6/99        3100        8.375
     12/4/98      6000      8.3125          1/14/99        8000       8.3125
     12/9/98      2000       8.375          1/15/99       10000        8.375
    12/10/98      3500       8.375          1/20/99        5700       8.3125
    12/14/98      3500       8.375          1/21/99       11400       8.3125
    12/14/98     -1000       8.375          1/22/99        2900       8.3125
    12/15/98      -500       8.375          1/26/99        2000        8.375
    12/16/98     -3000      8.3122          1/27/99         500        8.381
    12/17/98      6200      8.3125          1/28/99        6000        8.375
    12/18/98      1000      8.3125          1/29/99        9500        8.375
    12/21/98       650       8.375
    12/23/98      7200      8.3125
    12/23/98      1000       8.375
    12/24/98      2400      8.3125
    12/28/98      7200      8.3125
    12/29/98      1300      8.3125
    12/30/98      8500      8.3125            

                  The Accounts have the right to receive all dividends from.
                  any proceeds for 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 Share 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 BAT 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 the statement is true,
complete, and correct.

                                          Karpus Management, Inc.


February 9, 1999                    By: /s/ Scott Nasca
- ----------------                        --------------------------------------
      Date                                            Signature
                                            Scott Nasca, Vice President
                                                    Name / Title




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