HYPERION 2002 TERM TRUST INC
SC 13D/A, 1999-03-11
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                  Under the Securities and Exchange Act of l934
                                 (Amendment #4)

                         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)

                                  March 8, 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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                                 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

                              2,398,960
Number of Shares
                         8.   Shared Voting Power
 Beneficially

 Owned by Each
                         9.   Sole Dispositive Power
Reporting Person
                              2,398,960
     With
                         10.  Shared Dispositive Power



11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     2,398,960

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

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

     7.07%

14.  Type of Reporting Person*

     IA

                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 Considerations 
              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 2,398,960 shares, which
              represents 7.07% 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 

<PAGE>

              @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
      1/4/99        9000      8.3125            2/1/99        2800        8.375
      1/4/99        3000       8.375            2/2/99      35,900        8.375
      1/5/99       53300       8.375            2/2/99        -500        8.375
      1/6/99        3100       8.375            2/3/99        8000        8.375
     1/14/99        8000      8.3125            2/4/99      11,900        8.375
     1/15/99       10000       8.375            2/5/99        8400        8.375
     1/20/99        5700      8.3125            2/8/99      17,700        8.375
     1/21/99       11400      8.3125            2/9/99      19,800        8.375
     1/22/99        2900      8.3125           2/10/99        5400        8.375
     1/26/99        2000       8.375           2/11/99      16,300        8.375
     1/27/99         500       8.381           2/12/99        1800        8.375
     1/28/99        6000       8.375           2/16/99        4500        8.375
     1/29/99        9500       8.375           2/17/99      35,175        8.375
                                               2/18/99      22,750        8.375
                                               2/19/99      15,950        8.375
                                               2/19/99     -10,000        8.375
                                               2/22/99       -3550        8.437
                                               2/22/99        8200        8.375
                                               2/23/99        -600        8.437
                                               2/23/99        9150        8.375
                                               2/24/99      15,000        8.375
                                               2/25/99      53,900        8.375
                                               2/25/99        -500        8.375

              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.

March 8, 1999                               By: /s/ George W. Karpus, President
- ------------                                    -------------------------------
    Date                                                Signature

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



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