HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST INC
SC 13D/A, 1998-06-09
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)

          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)

                                 June 2, 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 5 )


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                                 SCHEDULE 13D

CUSIP No. 448918102                                  Page 2 of 5 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

                              1,126,233 Shares
Number of Shares
                         8.   Shared Voting Power
 Beneficially

 Owned by Each
                         9.   Sole Dispositive Power
Reporting Person              1,126,233 Shares

     With
                         10.  Shared Dispositive Power



11.  Aggregate Amount Beneficially Owned by Each Reporting Person
     1,126,233 Shares


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

13.  Percent of Class Represented by Amount in Row (11)
     5.33%


14.  Type of Reporting Person*
     I.A.

                    *SEE INSTRUCTRIONS BEFORE FILLING OUT!
         INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
     (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

                                                                      2 of 7



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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
         1,126,233 shares of HTO on behalf of accounts that are
         managed by KIM ("the Accounts" under limited powers of
         attorney, which represents 5.33% 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.

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ITEM 5   Interest in Securities of the Issuer
         a) As of the date of this Report, KIM owns 1,126,233 shares
         which represent 5.33% 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 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 90 days for the Accounts.

                          Price Per                                    Price Per
Date         Shares       Share                   Date       Shares      Share
      3/2/98      8,000        8.50                4/7/98       6,900      8.375
      3/2/98      3,000      8.4375                4/8/98       5,800      8.375
      3/3/98     11,100      8.4375                4/9/98       2,400      8.375
      3/4/98      5,500        8.50               4/13/98      11,200      8.375
      3/4/98      1,100      8.4375               4/13/98      -2,000      8.375
      3/5/98     18,100      8.4375               4/14/98       7,100      8.375
      3/6/98     10,500      8.4375               4/15/98       2,400      8.375
     3/11/98     23,100      8.4375               4/16/98       1,100     8.4375
     3/12/98      3,000      8.4375               4/17/98       1,000     8.4375
     3/13/98      3,900      8.4375               4/17/98      42,150      8.375
     3/16/98      2,000      8.4375               4/20/98      13,450      8.375
     3/20/98      2,000      8.4375               4/21/98      20,667      8.375
     3/23/98      2,000      8.4375               4/22/98      11,800      8.375
     3/25/98      6,750      8.4375               4/23/98      19,050      8.375
     3/27/98      2,000       8.375               4/29/98       1,000      8.375
     3/30/98       -925       8.375                5/5/98       9,800      8.375
     3/30/98      7,500       8.375                5/6/98         200      8.375
     3/31/98      4,250       8.375                5/8/98       2,000      8.375
      4/1/98      4,600       8.375               5/13/98       6,400      8.375
      4/2/98      4,100       8.375               5/14/98       4,100      8.375
      4/3/98      5,200       8.375               5/18/98       1,700     8.4375
      4/6/98      2,900       8.375               5/19/98         800     8.4375
      4/6/98      1,500      8.4375               5/26/98       4,000        8.5

         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

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         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.

 June 2, 1998                                 By: _________________________
- -------------
    Date                                               Signature

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




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