HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST INC
SC 13D/A, 1998-12-21
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                                (Amendment No 5.)

           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)

                                December 14, 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 pages)


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                                 SCHEDULE 13D

CUSIP No. 448918102                                           Page 2 of  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

                         1,527,183 shares
   NUMBER OF
     SHARES          8.  SHARED VOTING POWER
  BENEFICIALLY
    OWNED BY
      EACH
    REPORTING        9.  SOLE DISPOSITIVE POWER
     PERSON
      WITH                1,527,183 shares

                    10.  SHARED DISPOSITIVE POWER

- --------------------------------------------------------------------------------

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,527,183 shares
- --------------------------------------------------------------------------------
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

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

     7.23%
- --------------------------------------------------------------------------------
14.  TYPE OF REPORTING PERSON*

     IA                                            

- --------------------------------------------------------------------------------

                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
         INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7     2 of 7
     (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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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
         1,527,183 shares of HTO on behalf of accounts that are managed
         by KIM ("the Accounts" under limited powers of attorney, which
         represents 7.23% 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 1,527,183 shares,
         which represent 7.23% 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. 


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         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. There
         have been no dispositions and no acquisition, other than by such open
         market purchases, during such period.

                       SHARE                                      SHARE

     10/1/98       900        8.75            11/4/98      -4,400       8.875
     10/5/98     3,900        8.75            11/5/98        -100       8.875
     10/6/98     3,100        8.75            11/9/98       1,600      8.6875
     10/6/98     2,000      8.8125           11/12/98         100       8.625
     10/7/98     2,000        8.75           11/20/98       -1050       8.687
    10/12/98     1,200      8.6875
    10/13/98     2,400      8.6875

         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.

December 14, 1998                           By: /s/ George W. Karpus
- -----------------                              --------------------------------
    Date                                            Signature

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





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