<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 2.)
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)
July 6, 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 )
<PAGE>
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
1,257,083 shares
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 1,257,083 shares
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,083 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
(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 1,257,083
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 1,257,083 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
<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 120 days for the Accounts.
Price Per Price Per
Date Shares Share Date Shares Share
3/2/98 8,000 8.50 4/22/98 11,800 8.375
3/2/98 3,000 8.4375 4/23/98 19,050 8.375
3/3/98 11,100 8.4375 4/29/98 1,000 8.375
3/4/98 5,500 8.50 5/5/98 9,800 8.375
3/4/98 1,100 8.4375 5/6/98 200 8.375
3/5/98 18,100 8.4375 5/8/98 2,000 8.375
3/6/98 10,500 8.4375 5/13/98 6,400 8.375
3/11/98 23,100 8.4375 5/14/98 4,100 8.375
3/12/98 3,000 8.4375 5/18/98 1,700 8.4375
3/13/98 3,900 8.4375 5/19/98 800 8.4375
3/16/98 2,000 8.4375 5/26/98 4,000 8.5
3/20/98 2,000 8.4375 6/4/98 2,000 8.4375
3/23/98 2,000 8.4375 6/5/98 4,250 8.4375
3/25/98 6,750 8.4375 6/8/98 4,200 8.4375
3/27/98 2,000 8.375 6/9/98 1,000 8.4375
3/30/98 -925 8.375 6/10/98 10,000 8.4375
3/30/98 7,500 8.375 6/11/98 4,400 8.4375
3/31/98 4,250 8.375 6/11/98 2,100 8.375
4/1/98 4,600 8.375 6/12/98 16,850 8.4375
4/2/98 4,100 8.375 6/15/98 3,300 8.375
4/3/98 5,200 8.375 6/16/98 600 8.4375
4/6/98 2,900 8.375 6/17/98 800 8.375
4/6/98 1,500 8.4375 6/17/98 1,900 8.4375
4/7/98 6,900 8.375 6/18/98 1,200 8.375
4/8/98 5,800 8.375 6/22/98 100 8.4375
4/9/98 2,400 8.375 6/23/98 16,900 8.4375
4/13/98 11,200 8.375 6/24/98 22,950 8.4375
4/13/98 -2,000 8.375 6/25/98 4,500 8.50
4/14/98 7,100 8.375 6/25/98 28,600 8.4375
4/15/98 2,400 8.375 6/26/98 500 8.4375
4/16/98 1,100 8.4375 6/29/98 500 8.4375
4/17/98 1,000 8.4375 6/30/98 1,000 8.50
4/17/98 42,150 8.375 6/30/98 3,200 8.4375
4/20/98 13,450 8.375
4/21/98 20,667 8.375
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.
<PAGE>
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.
July 6, 1998 By: /s/ George W. Karpus
- ------------ ---------------------------
Date Signature
George W. Karpus, President
---------------------------
Name / Title
