HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST INC
SC 13D/A, 1998-09-17
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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)

                               September 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

                         1,420,383 shares
   NUMBER OF
     SHARES          8.  SHARED VOTING POWER
  BENEFICIALLY
    OWNED BY
      EACH
    REPORTING        9.  SOLE DISPOSITIVE POWER
     PERSON
      WITH               1,420,383 shares

                    10.  SHARED DISPOSITIVE POWER



11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,420,383 shares

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

                                                                            [ ]

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

     6.73%

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.

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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 1,420,383
         shares of HTO on behalf of accounts that are managed by KIM ("the
         Accounts" under limited powers of attorney, which represents 6.73% 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 1,420,383 shares which
         represent 6.73% 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.

<PAGE>

         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

     7/15/98      2,000        8.50            8/5/98       4,600        8.5
     7/16/98      2,500      8.4375            8/6/98         800     8.4375
     7/17/98      5,000      8.4375            8/7/98       1,000     8.4375
     7/17/98     -5,000      8.4375           8/10/98       1,900        8.5
     7/22/98        750      8.5625           8/11/98         100        8.5
     7/23/98      1,800      8.4375           8/12/98       2,000     8.4375
     7/24/98        800      8.4375           8/12/98      10,000        8.5
     7/24/98      2,500        8.50           8/13/98      12,900     8.4375
     7/27/98      3,000        8.50           8/17/98      10,700        8.5
     7/28/98      3,100      8.4375           8/21/98      16,700     8.5625
     7/29/98      1,800      8.4375           8/24/98       1,700     8.5625
     7/29/98      1,250        8.50           8/25/98      13,000     8.5625
     7/30/98      4,300      8.4375           8/26/98       1,750     8.5625
     7/31/98      1,600      8.4375           8/28/98      22,700      8.625
      8/5/98      5,800      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.

September 10, 1998                                By: /s/ George W. Karpus
- ------------------                                    -------------------------
    Date                                                   Signature

                                                  George W. Karpus, President
                                                           Name /Title



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