HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST INC
SC 13D/A, 1998-08-18
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                               (Amendment No. 3)

          Hyperion 2005 Investment Grade Opportunity Term Trust, Inc.
                                     (HTO)
                               (Name of Issuer)

                                 Common Stock
                        (Title of Class of Securities)

                                   448918102
                                (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)

                                August 10, 1998
            (Date of Event which requires Filing of this Statement)

   If the filing person has previously filed a statement on Schedule 13G to
     report the acquisition which is subject of this Schedule 13D, and if
     filing this schedule because of Rule 13d-1(b) (3) or (4), check the
                              following box. [ ]

                                 (Page 1 of 4)
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                                 SCHEDULE 13D

CUSIP No. 448918102                                           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

                         1,330,783 shares
   NUMBER OF
     SHARES          8.  SHARED VOTING POWER
  BENEFICIALLY
    OWNED BY
      EACH
    REPORTING        9.  SOLE DISPOSITIVE POWER
     PERSON
      WITH               1,330,783 shares

                    10.  SHARED DISPOSITIVE POWER



11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,330,783 shares

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

                                                                            [ ]

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

     6.29%

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
         Hyperion 2005 Investment Grade Opportunity Term Trust, 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 Van Degriff, 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 Van Degriff or Sophie Karpus ("the
         Principals") or KIM has been convicted in the past 5 years of any
         criminal proceeding (excluding traffic violations).
         e) During the last 5 years none of the Principals or KIM has been a
         party to a civil proceeding as a result of which any of them is
         subject to a judgment, decree, or final order enjoining future
         violations of or prohibiting or mandating activities subject to,
         federal or state securities laws or finding any violation with
         respect to such laws.
         f) Each of the Principals is a United States citizen. KIM is a New
         York corporation.

ITEM 3   Source and Amount of Funds or Other Considerations
         KIM, an independent investment advisor, has accumulated 1,330,783
         shares of HTO on behalf of accounts that are managed by KIM ("the
         Accounts" under limited powers of attorney, which represents 6.29% of
         the outstanding shares. 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
         conservative, fixed income manager, with a specialty focus in the
         closed end fund sector, the profile of HTO fit the investment
         guidelines for various Accounts.

ITEM 5   Interest in Securities of the Issuer
         a) As of the date of this Report, KIM owns 1,330,783 shares which
         represent 6.29% of the outstanding shares. George W. Karpus owns
         3,000 shares purchased on July 5, 1996 at a price of $7.125. KIM
         Profit Sharing Plan owns 1,500 shares purchased on July 22, 1997


                                 (Page 3 of 4)
<PAGE>


         at a price of $7.875.
         b) KIM has the sole power to dispose of and to vote all such Shares
         under limited powers of attorney.
         c) Open market purchases in the last 60 days for the Accounts.

      Date      Shares    Price Per             Date       Shares   Price Per
                            Share                                     Share
      6/4/98     2,000      8.4375              6/26/98       500     8.4375
      6/5/98     4,250      8.4375              6/29/98       500     8.4375
      6/8/98     4,200      8.4375              6/30/98     1,000       8.50
      6/9/98     1,000      8.4375              6/30/98     3,200     8.4375
     6/10/98    10,000      8.4375              7/15/98     2,000       8.50
     6/11/98     4,400      8.4375              7/16/98     2,500     8.4375
     6/11/98     2,100       8.375              7/17/98     5,000     8.4375
     6/12/98    16,850      8.4375              7/17/98    -5,000     8.4375
     6/15/98     3,300       8.375              7/22/98       750     8.5625
     6/16/98       600      8.4375              7/23/98     1,800     8.4375
     6/17/98       800       8.375              7/24/98       800     8.4375
     6/17/98     1,900      8.4375              7/24/98     2,500       8.50
     6/18/98     1,200       8.375              7/27/98     3,000       8.50
     6/22/98       100      8.4375              7/28/98     3,100     8.4375
     6/23/98    16,900      8.4375              7/29/98     1,800     8.4375
     6/24/98    22,950      8.4375              7/29/98     1,250       8.50
     6/25/98     4,500        8.50              7/30/98     4,300     8.4375
     6/25/98    28,600      8.4375              7/31/98     1,600     8.4375

         There have been no dispositions and no acquisition, other than by
         such open market purchases, during such period. The Accounts have the
         right to receive all dividends from, and any proceeds from the sale
         of the Shares. None of the Accounts has an interest in Shares
         constituting more than 5% of the Shares outstanding.

ITEM 6   Contracts, Arrangements, Understandings, or Relationships with Respect
         to Securities of the Issuer
         Except as described above, there are no contracts, arrangement,
         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 the HTO 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.

August 10, 1998                             By: /s/ George W. Karpus
- ---------------                                 -----------------------------
    Date                                                 Signature
                                                 George W. Karpus, President
                                                         Name /Title


                                 (Page 4 of 4)



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