HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST INC
N-30D, 1999-03-02
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 =====================================================================

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

                        HYPERION 2005

                          INVESTMENT

                            GRADE

                         OPPORTUNITY

                          TERM TRUST

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

  =====================================================================

                        Annual Report
  ---------------------------------------------------------------------

                      December 31, 1998





- ---------------------------------------------------------------------
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Report of the Investment Advisor

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

                                                                   
- ---------------------------------------------------------------------
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Report of the Investment Advisor

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

                                                                   


      February 19, 1999

Dear Shareholder:

We welcome this opportunity to provide you with information  about Hyperion 2005
Investment Grade  Opportunity Term Trust, Inc. (the "Trust") for its fiscal year
ended  December 31,  1998,  and to share our outlook for the rest of the Trust's
fiscal  year.  The  Trust's  shares are  traded on the New York  Stock  Exchange
("NYSE") under the symbol "HTO".

Description of the Trust

The Trust is a closed-end  investment company whose investment objectives are to
attempt to provide a high level of current income consistent with investing only
in investment  grade  securities  and to attempt to return $10.00 per share (the
initial  public  offering  price per share) to  investors  on or shortly  before
November 30, 2005. The Trust pursues these investment objectives by investing in
a portfolio primarily of mortgage-backed  securities issued or guaranteed by the
U.S. Government or one of its agencies or instrumentalities,  or rated in one of
the four highest  rating  categories  by a nationally  recognized  rating agency
(e.g.,  Standard & Poor's Corporation or Fitch Investors  Service,  L.P.) at the
time of the  investment.  No assurance can be given that the Trust's  investment
objectives will be achieved.

Market Environment

This past year was a very  challenging  period for the markets.  The problems in
the  global  economy  caused  volatility  in both the fixed  income  and  equity
markets.  Prices on U.S. Treasuries  increased,  but other sectors of the market
did not fare as well. Prices on mortgage-backed  securities ("MBS") increased in
general,  but to a lesser amount than  anticipated as prepayment risk increased.
Credit  related  securities  like  corporate  bonds also  lagged,  due to credit
concerns and fear of an economic recession.

Two seemingly  contradictory events needed to take place before any semblance of
order could be restored to the  markets.  First,  there had to be a  significant
deleveraging  of  portfolios;  and,  second,  there had to be a  reassertion  of
economic  leadership  on the  part of both  the U.S.  and  foreign  governments.
Surprisingly,  both of these occurred in the fourth quarter. The deleveraging of
portfolios  occurred  as a result  of the  implementation  of  stricter  lending
standards  for  all  types  of  companies  and  portfolios.  This  forced  these
institutions  to sell  securities  into  the  market  and  reduce  market  risk.
Similarly,  the lowering of administered interest rates by both the U.S. Federal
Reserve Bank and its European  counterparts clearly demonstrated a commitment to
maintain the positive forward movement of these respective  economies.  Over the
period, the Federal Funds rate dropped by 75 basis points.

By the end of the year, the fixed income markets  appeared to be more sound. The
"flight-to-quality" subsided, interest rates reversed some of their decline but,
more  importantly,  corporate bonds and MBS began to recover their  performance.
Below is a chart  showing the changes in  interest  rates and yield  spreads for
various sectors of the fixed income market.


- --------------------------------------------------------------------------
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Report of the Investment Advisor

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

Graph:  The Graph  depicts the  differences  in yield  spreads  between the GNMA
        current coupon,  10 year Treasury,  2 year Treasury,  and AAA Corporates
        for the period between September 30, 1998 and December 30, 1998.


We believe that the fixed income  market will reverse  course in 1999. We expect
interest rates to increase  slightly  during the year.  This is primarily due to
the continued  strength of the U.S.  economy.  For the last 18 months,  the U.S.
economy has been an oasis of prosperity in the global community. The problems in
Asia, Russia and Latin America have failed to slow the U.S. economy. Weakness in
manufacturing   and  other   export-dependent   companies  has  been  more  than
compensated  for in other areas,  such as  high-technology,  bio-technology  and
internet-oriented companies.

We target a 5.5% to 6.0% yield  level on 30-year  U.S.  Treasury  Bonds in 1999.
This interest rate  environment  should be favorable for MBS, as higher interest
rates should  reduce  prepayment  risk.  The market  environment  should also be
supportive of credit-related  securities,  as the strength of the economy should
keep credit problems at a minimum.

Portfolio Strategy and Performance

The securities in the portfolio have been affected by two opposing forces in the
past several months. On the one hand, interest rates on U.S. Treasury securities
have  fallen,  which is generally  positive for bond prices.  On the other hand,
prepayment  and credit risk  premiums  increased.  The  resulting  impact on the
portfolio is that the prices on the portfolio holdings increased, but lagged the
price increase of U.S. Treasuries.

The  changes  to the  portfolio  over  the last six  months  represent  moderate
responses to market  conditions.  As interest  rates moved  lower,  we sought to
enhance the performance of the portfolio by shifting approximately  one-fifth of
the core agency mortgage holdings into similar securities with lower coupons and
structural prepayment protection.  In addition, we took advantage of wider yield
spreads  by  making  small  increases  in our  allocations  to  credit-sensitive
sectors.

Overall,  the  portfolio's  allocation  to  subordinated   residential  MBS  and
commercial MBS increased slightly during the period.  Currently, over 77% of the
holdings  are  targeted to the stated  maturity  of the Trust.  As of the end of
December,  the Trust,  inclusive of leverage,  had an average duration (duration
measures a bond portfolio's  price  sensitivity to interest rates) of 6.9 years;
the core (non-levered) assets had a duration of 4.8 years.

The Trust's  total return for the twelve month period  ending  December 31, 1998
was 6.76%.  Total  return is  computed  based upon the change in net asset value
("NAV") of the  Trust's  shares and  includes  reinvestment  of  dividends.  The
current monthly  dividend the Trust pays its shareholders is $0.04583 per share.
The current  yield of 6.38% on shares of the Trust is based on the NYSE  closing
price of $8.6250 on December 31, 1998.

During the year ended December 31, 1998 the Trust continued its share repurchase
program.  This repurchase program allows the Trust to purchase and retire shares
of the Trust in the open marketplace.  Such transactions are made when the share
price of the Trust is significantly  below the Trust's NAV. From January 1, 1998
through and including  December 31, 1998, the Trust has  repurchased and retired
261,200 shares, capturing $0.0159 in additional NAV per share, or $271,848 in an
actual dollar amount for  shareholders.  From the inception of the Trust through
and including December 31, 1998, the Trust has repurchased  4,605,000 shares, or
approximately 21.21% of the Trust's original outstanding common shares capturing
$0.3170 in additional NAV per share.


The chart that follows  shows the  allocation  of the Trust's  holdings by asset
category on December 31, 1998.

   HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM
                     TRUST, INC.
    Portfolio Of Investments As Of December 31, 1998*




continued   support.   As  always,  we  welcome  your
questions   and   comments,   and  encourage  you  to
contact our Shareholder  Services  Representatives at
1-800-HYPERION.


Sincerely,



ANDREW M. CARTER                         CLIFFORD E. LAI
Director and Chairman of the Board       President
Hyperion 2005 Investment Grade           Hyperion 2005 Investment Grade
Opportunity Term Trust, Inc.             Opportunity Term Trust, Inc.
Chairman and Chief Executive Officer,    President and Chief Investment Officer,
Hyperion Capital Management, Inc.        Hyperion Capital Management, Inc.

<TABLE>
<S>                                                             <C>          <C>             <C>                 <C>    

- ---------------------------------------------------------------------------------------------------------------------------------
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Portfolio of Investments                                                                      Principal
December 31, 1998                                                Interest                       Amount              Value
                                                                  Rate        Maturity          (000s)             (Note 2)
- ---------------------------------------------------------------------------------------------------------------------------------

U.S. GOVERNMENT & AGENCY OBLIGATIONS - 104.3%
U.S. Government Agency Collateralized Mortgage Obligations (REMICs) - 104.3%
Federal Home Loan Mortgage Corporation (FHLMC)
    Series 2018,  Class PB                                        6.00   %    05/15/20           $ 10,000 @         $ 10,000,700
    Series 2029, Class PB                                         6.00        02/15/22             37,141 @           37,093,831
    Series 2021, Class PT                                         6.00        06/15/22             39,140 @           39,152,329
    Series 2052, Class PG                                         6.25        02/15/23             17,955             18,036,516
    Series 2064, Class PM                                         6.25        10/15/22             17,000             17,055,590
    Series 1676, Class H                                          6.50        10/15/22             12,389             12,633,035
    Series 1671,  Class G                                         6.50        08/15/23              8,000              8,158,527
                                                                                                             --------------------
                                                                                                                     142,130,528
                                                                                                             --------------------
Federal National Mortgage Association (FNMA)
    Series 1998-44, Class QE                                      6.00        04/18/21              5,000              4,869,400
    Series 1998-27, Class PC                                      6.00        12/18/20             10,000              9,936,800
    Series 1998-36, Class PM                                      6.25        11/18/22             16,300             16,383,582
                                                                                                             --------------------
                                                                                                                      31,189,782
                                                                                                             --------------------

Total U.S. Government Agency Collateralized Mortgage Obligations (REMICs)
      ( Cost$-173,161,856)                                                                                           173,320,310
                                                                                                             --------------------

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

ASSET-BACKED SECURITIES - 12.8%

Midland Receivables*
    Series 1998-1                                                 8.63        12/15/03              3,000              3,000,000
                                                                                                             --------------------

The Money Store
    Series 1996-B, Class A8                                       7.91        05/15/24              3,000              3,161,893
    Series 1998-A, Class AH1                                      6.36        07/15/07              2,281              2,284,252
                                                                                                             --------------------
                                                                                                             --------------------
                                                                                                                       5,446,145
                                                                                                             --------------------

Standard Credit Card Master Trust
    Series 1994-2, Class B                                        7.50        04/07/08             11,900             12,843,982
                                                                                                             --------------------

Total Asset-Backed Securities
      ( Cost$-20,812,076 )                                                                                            21,290,127
                                                                                                             --------------------

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

PRIVATE COLLATERALIZED MORTGAGE OBLIGATIONS - 22.5%

Commercial Mortgage Backed Securities - 15.4%
DLJ Mortgage Acceptance Corp. *
    Series 1997-CF2, Class CP (IO)                                1.36   +    11/15/04            125,000              8,339,875
    Series 1996-CF1, Class A1B                                    7.58        02/12/06              3,000              3,317,010
                                                                                                             --------------------
                                                                                                             --------------------
                                                                                                                      11,656,885
                                                                                                             --------------------

Norse Ltd.*
    Series 1A, Class A3                                           6.52        08/13/10             10,000             10,125,000
                                                                                                             --------------------

Resolution Trust Corporation
    Series 1992-C8, Class B                                       8.84        12/25/23              3,663              3,715,023
                                                                                                             --------------------

Total Commercial Mortgage Backed Securities
      ( Cost$-25,463,967 )                                                                                            25,496,908
                                                                                                             --------------------

Subordinated Collateralized Mortgage Obligations - 7.1%
Countrywide Home Loans
    Series 1996-1, Class B1                                       7.25        05/25/26              3,819              3,912,442
                                                                                                             --------------------

Subordinated Collateralized Mortgage Obligations - (continued)
Salomon Brothers Mortgage Securities VII
    Series 1997-HUD1, Class B1                                    7.75   %    12/25/30            $ 5,550            $ 5,577,707
    Series 1997-HUD1, Class B2                                    7.75        12/25/30              2,294              2,240,502
                                                                                                             --------------------
                                                                                                                       7,818,209
                                                                                                             --------------------

Total Subordinated Collateralized Mortgage Obligations
      ( Cost$-11,410,221 )                                                                                            11,730,651
                                                                                                             --------------------

Total Private Collateralized Mortgage Obligations
      ( Cost$-36,874,188 )                                                                                            37,227,559
                                                                                                             --------------------

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

MUNICIPAL ZERO COUPON SECURITIES - 9.9%

Texas - 9.0%
Houston Texas Water & Sewer System
    Revenue Bond, AMBAC                                           4.16   (a)  12/01/06              5,000              3,611,990
San Antonio Texas, Electricity & Gas
    Revenue Bond, Series B, FGIC                                  4.21   (a)  02/01/07             10,000              7,146,340
Texas Municipal Power Agency
    Revenue Bond, AMBAC                                           4.09   (a)  09/01/05              5,490              4,194,047
                                                                                                             --------------------
                                                                                                                      14,952,377
                                                                                                             --------------------
West Virginia - 0.9%
West Virginia State Parkways Economic
    Development and Tourism Authority
    Revenue Bond, FGIC                                            4.26   (a)  05/15/05              1,975              1,510,719
                                                                                                             --------------------


Total Municipal Zero Coupon Securities
      ( Cost$-14,643,482 )                                                                                            16,463,096
                                                                                                             --------------------

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

REPURCHASE AGREEMENT - 0.3%
Dated 12/31/98, with State Street Bank and Trust Company, 4.50%,
  due 1/4/99; proceeds: $577,289, collateralized by $590,000
  Federal Home Loan Mortgage Corporation, 4.950%, due 12/04/00, value: $593,064
      ( Cost - $ 577,000 )                                                                            577                577,000
                                                                                                             --------------------

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


TOTAL INVESTMENTS - 149.8%
      ( Cost$-246,068,602)                                                                                           248,878,092

Liabilities in Excess of Other Assets - (49.8%)                                                                      (82,754,513)
                                                                                                             --------------------

NET ASSETS - 100.0%                                                                                                $ 166,123,579
                                                                                                             ====================

- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

         (a)Zero Coupon Bonds.  Interest rate represents yield to maturity.
       @  - Portion of or entire principal amount delivered as collateral  to 
            counterparty for reverse repurchase agreements.  (Note 5)
       +  - Variable Rate Security - Coupon rate is rate in effect as of 
            December 31, 1998.
       *  - Security exempt from registration under rule 144A of the Securities 
            Act of 1933.  These securities may be resold in transactions exempt 
            from registration, normally to qualified buyers.
    AMBAC  -Insured by American Municipal Bond Assurance Corporation
    FGIC  - Insured by Financial Guaranty Insurance Company
      IO  - Interest Only Security-Interest rate and principal amount are based 
            on the notional amount of the underlying mortgage pools.
    REMIC  -Real Estate Mortgage Investment Conduit

- ----------
See notes to financial statements.





- -------------------------------------------------------------------------------
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Statement of Assets and Liabilities
December 31, 1998

- -------------------------------------------------------------------------------
<TABLE>
<S>                                                                   <C>    

Assets:
Investments, at value (cost $246,068,602) (Note 2)                      $              248,878,092
Cash                                                                                           896
Interest receivable                                                                      1,769,912
Prepaid insurance                                                                          111,692
                                                                        ---------------------------
          Total assets                                                                 250,760,592
                                                                        ---------------------------

Liabilities:
Reverse repurchase agreements (Note 5)                                                  83,434,000
Distribution payable                                                                       808,486
Interest payable (Note 5)                                                                  205,577  
Investment advisory fee payable (Note 3)                                                    92,706
Administration fee payable (Note 3)                                                         22,804
Accrued expenses and other liabilities                                                      73,440
                                                                        ---------------------------
          Total liabilities                                                             84,637,013
                                                                        ---------------------------

Net Assets (equivalent to $9.71 per share based on
               17,105,673 shares issued and outstanding)                $              166,123,579
                                                                        ===========================

Composition of Net Assets:
Capital stock, at par ($.001) (Note 6)                                  $                   17,106
Additional paid-in capital (Note 6)                                                    165,975,232
Undistributed net investment income                                                      2,026,577
Accumulated net realized loss                                                           (4,704,826)
Net unrealized appreciation                                                              2,809,490
                                                                        ---------------------------
                                                                          =========================
Net assets applicable to capital stock outstanding                      $              166,123,579
                                                                        ===========================

</TABLE>
                                                                           
See notes to financial statements.



- --------------------------------------------------------------------------------
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Statement of Operations
For the Year Ended December 31, 1998

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

<TABLE>
<S>                                                                   <C>    

Investment Income (Note 2):
         Interest                                                       $              15,587,636                                
                                                                        --------------------------

Expenses:                                                                                         
         Investment advisory fee (Note 3)                                               1,091,963 
         Administration fee (Note 3)                                                      268,592 
         Insurance                                                                        119,643 
         Custodian                                                                         60,733 
         Reports to shareholders                                                           50,414 
         Directors' fees                                                                   45,216 
         Accounting and tax services                                                       54,291 
         Registration fees                                                                 24,010 
         Transfer agency                                                                   27,238 
         Legal                                                                             11,938 
         Miscellaneous                                                                     20,841 
                                                                        --------------------------   
                  Total operating expenses                                              1,774,879
         Interest expense (Note 5)                                                      4,108,263
                                                                        --------------------------
                  Total expenses                                                        5,883,142
                                                                        --------------------------
         Net investment income                                                          9,704,494
                                                                        --------------------------

Realized and Unrealized Gain on Investment and Futures               
         Transactions (Note 2 and 4)
Net realized gain on:
         Investment transactions                                                        6,474,733
         Futures transactions                                                             175,092
                                                                        --------------------------
                                                                        --------------------------
                                                                                        6,649,825
                                                                        --------------------------

Net change in unrealized appreciation on investments                                   (6,000,827)
                                                                        --------------------------
Net realized and unrealized gain on investment and 
futures transactions                                                                      648,998
                                                                        --------------------------
Net increase in net assets resulting from operations                    $              10,353,492
                                                                        ==========================

</TABLE>

See notes to financial statements.





<TABLE>
<S>                                                                             <C>                           <C>    

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HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Statements of Changes in Net Assets                                                     For the Year              For the Year
                                                                                           Ended                      Ended
                                                                                     December 31, 1998          December 31, 1997
- ------------------------------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Net Assets Resulting from Operations:
     Net investment income                                                      $              9,704,494   $             12,156,802
     Net realized gain on investment and futures transactions                                  6,649,825                  4,484,582
     Net change in unrealized appreciation on investment transactions                         (6,000,827)                 4,737,235
                                                                                -------------------------  -------------------------
     Net increase in net assets resulting from operations                                     10,353,492                 21,378,619
                                                                                -------------------------  -------------------------

Dividends to Shareholders (Note 2):
     Net investment income                                                                    (9,481,814)               (11,719,724)
                                                                                -------------------------     ----------------------

Capital Stock Transactions (Note 6):
     Cost of  Trust shares repurchased and retired                                            (2,268,023)               (29,807,365)
                                                                                -------------------------  -------------------------
               Total decrease in net assets                                                   (1,396,345)               (20,148,470)
                                                                                -------------------------  -------------------------

Net Assets:
     Beginning of period                                                                     167,519,924                187,668,394
                                                                                -------------------------     ----------------------
     End of period (including undistributed net investment income
          of  $2,026,577 and $1,803,897, respectively)                          $            166,123,579   $            167,519,924
                                                                                =========================     ======================
</TABLE>
                                                                             
See notes to financial statements.

- -------------------------------------------------------------------------------
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Statement of Cash Flows
For the Year Ended December 31, 1998

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

<TABLE>
<S>                                                                           <C>    

Increase (Decrease) in Cash:

Cash flows provided by operating activities:
       Interest received (excluding net accretion of $753,933)                 $                14,850,413
       Interest expense paid                                                                    (4,004,800)
       Operating expenses paid                                                                  (1,661,585)
       Sale of short-term portfolio investments, net                                               153,000
       Purchase of long-term portfolio investments                                            (198,532,783)
       Proceeds from disposition of long-term portfolio                         
          investments and principal paydowns                                                   194,533,993
       Net cash provided by futures transactions                                                   175,092
                                                                               ----------------------------
       Net cash provided by operating activities                                                 5,513,330
                                                                               ----------------------------

Cash flows used for financing activities:
       Net cash provided by reverse repurchase agreements                                        6,160,000
       Cash used to repurchase and retire Trust shares                                          (2,268,023)
       Cash dividends paid                                                                      (9,510,295)
                                                                               ----------------------------
       Net cash used for financing activities                                                   (5,618,318) 
                                                                               ----------------------------

Net decrease in cash                                                                              (104,988)                       
Cash at beginning of period                                                                        105,884 
                                                                               ----------------------------
Cash at end of period                                                          $                       896  
                                                                               ============================


Reconciliation  of Net Increase in Net Assets  Resulting 
from  Operations to Net
  Cash Provided by Operating Activities:

Net increase in net assets resulting from operations                           $                 10,353,492
                                                                                ----------------------------
       Increase in investments                                                                  (11,083,199)
       Decrease in net unrealized appreciation on investments                                     6,000,827
       Decrease in interest and principal paydowns receivable                                        25,451
       Decrease in prepaid expenses and other assets                                                120,330
       Decrease in liabilities                                                                       96,429
                                                                                ----------------------------
               Total adjustments                                                                 (4,840,162)
                                                                                ----------------------------

Net cash provided by operating activities                                       $                 5,513,330  
                                                                                ============================
</TABLE>

See notes to financial statements.



<TABLE>
<S>                                         <C>                  <C>            <C>                 <C>               <C>   

- -----------------------------------------------------------------------------------------------------------------------------------
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Financial Highlights                                                            For the Year Ended
                                                ------------------------------------------------------------------------------------
                                                December 31,      December 31,      December 31,     December 31,      December 31,
                                                    1998              1997              1996             1995              1994
- ------------------------------------------------------------------------------------------------------------------------------------

Per Share Operating Performance:                                                                    
Net asset value, beginning of period         $          9.65   $          8.89   $          9.29   $          8.11  $          9.41
                                             ----------------  ----------------  ----------------  ----------------    -------------
Net investment income                                   0.56              0.65              0.67              0.63             0.80
Net realized and unrealized gains (losses)
     on investment, short sale, futures and
     option transactions                                0.03              0.47             (0.45)             1.22            (1.36)
                                             ----------------     -------------     -------------  ----------------    -------------
Net increase (decrease) in net asset value
     value resulting from operations                    0.59              1.12              0.22              1.86            (0.55)
                                             ----------------     -------------     -------------  ----------------    -------------
Net effect of shares repurchased                        0.02              0.25              0.01              0.01             0.01
Dividends from  net investment income                  (0.55)            (0.61)            (0.63)            (0.68)           (0.75)
                                             ----------------     -------------     -------------  ----------------    -------------
Net asset value, end of period               $          9.71   $          9.65   $          8.89   $          9.29  $          8.11
                                             ================  ================  ================  ================ ================
Market price, end of period                  $        8.6250   $        8.4375   $        7.5000   $        7.6250  $        7.0000
                                             ================  ================  ================  ================ ================

Total Investment Return +                              8.92%            20.69%             6.98%            19.10%          (10.63)%

Ratios to Average Net Assets/Supplementary Data:
Net assets, end of period (000s)                    $166,124          $167,520          $187,668          $198,279         $173,504
Total operating expenses                               1.06%             1.05%             1.08%             1.08%            1.08%
Interest expense                                       2.45%             2.57%             2.37%             2.49%            1.90%
Total Expenses                                         3.51%             3.62%             3.45%             3.57%            2.98%
Net investment income                                  5.78%             6.87%             7.65%             7.14%            9.10%
Portfolio turnover rate                                  79%               90%              116%              163%             171%

</TABLE>

+    Total investment  return is computed based upon the New York Stock Exchange
     market  price of the Trust's  shares and  excludes the effects of brokerage
     commissions.


See notes to financial statements.





- -------------------------------------------------------------------------------
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Notes to Financial Statements
December 31, 1998
- -------------------------------------------------------------------------------


                                                              
1.   The Trust

Hyperion 2005 Investment Grade Opportunity Term Trust, Inc. (the "Trust"), which
was  incorporated  under the laws of the State of Maryland on December 14, 1992,
is  registered  under the  Investment  Company Act of 1940 (the "1940 Act") as a
diversified,   closed-end  management  investment  company.  The  Trust  had  no
transactions until February 17, 1993, when it sold 10,673 shares of common stock
for $100,006 to Hyperion Capital  Management,  Inc. (the  "Advisor").  The Trust
expects to distribute  substantially  all of its net assets on or shortly before
November 30, 2005 and thereafter to terminate.  The distribution and termination
may require shareholder approval.

The Trust's investment  objectives are to provide a high level of current income
consistent with investing only in investment  grade  securities and to return at
least  $10.00  per share  (the  initial  public  offering  price  per  share) to
investors on or shortly before November 30, 2005.  Investment  grade  securities
are securities that are either (i) at the time of investment rated in one of the
four highest rating  categories of a nationally  recognized rating agency (e.g.,
between AAA and BBB by  Standard & Poor's  Corporation  and Fitch IBCA,  Inc. or
between  Aaa and Baa by  Moody's  Investors  Service,  Inc.) or (ii)  issued  or
guaranteed by the U.S.  Government or one of its agencies or  instrumentalities.
No  assurance  can be  given  that the  Trust's  investment  objectives  will be
achieved.

2.  Significant Accounting Policies

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Valuation of Investments:  Where market quotations are readily available,  Trust
securities  are valued based upon the current bid price for long  positions  and
the current offer price for short  positions.  The Trust values  mortgage-backed
securities ("MBS") and other debt securities for which market quotations are not
readily  available at their fair value as  determined  in good faith,  utilizing
procedures  approved  by the Board of  Directors  of the Trust,  on the basis of
information provided by dealers in such securities.  Some of the general factors
which may be  considered  in  determining  fair value  include  the  fundamental
analytic data relating to the  investment  and an evaluation of the forces which
influence  the  market  in  which  these  securities  are  purchased  and  sold.
Determination of fair value involves subjective  judgment,  as the actual market
value of a particular  security can be established only by negotiations  between
the parties in a sales transaction.  Debt securities having a remaining maturity
of sixty days or less when purchased and debt  securities  originally  purchased
with  maturities in excess of sixty days but which  currently have maturities of
sixty days or less are valued at amortized cost.

The  ability  of  issuers  of debt  securities  held by the Trust to meet  their
obligations may be affected by economic  developments in a specific  industry or
region.  The values of MBS can be significantly  affected by changes in interest
rates or in the financial condition of the issuer.

Financial  Futures  Contracts:  A futures  contract is an agreement  between two
parties to buy and sell a financial instrument for a set price on a future date.
Initial margin deposits are made upon entering into futures contracts and can be
either  cash or  securities.  During the period the  futures  contract  is open,
changes in the value of the  contract  are  recognized  as  unrealized  gains or
losses by  "marking-to-market"  on a daily basis to reflect the market  value of
the contract at the end of each day's  trading.  Variation  margin  payments are
made or  received,  depending  upon  whether  unrealized  gains  or  losses  are
incurred. When the contract is closed, the Trust records a realized gain or loss
equal to the  difference  between  the  proceeds  from (or cost of) the  closing
transaction and the Trust's basis in the contract.

The Trust invests in financial  futures contracts to hedge the portfolio against
fluctuations  in  the  value  of  portfolio  securities  caused  by  changes  in
prevailing market interest rates.  Should interest rates move unexpectedly,  the
Trust  may  not  achieve  the  anticipated  benefits  of the  financial  futures
contracts and may realize a loss. The use of futures  transactions  involves the
risk of imperfect  correlation  in movements in the price of futures  contracts,
interest  rates and the underlying  hedged assets.  The Trust is at risk that it
may not be able to close out a  transaction  because  of an  illiquid  secondary
market. 

2. Significant Accounting Policies (continued)

Options  Written  or  Purchased:  The Trust may write or  purchase  options as a
method of hedging potential declines in similar underlying securities.  When the
Trust writes or purchases an option,  an amount equal to the premium received or
paid by the Trust is  recorded as a  liability  or an asset and is  subsequently
adjusted  to the  current  market  value of the  option  written  or  purchased.
Premiums  received  or paid from  writing or  purchasing  options  which  expire
unexercised are treated by the Trust on the expiration date as realized gains or
losses.  The  difference  between the premium and the amount paid or received on
effecting  a  closing  purchase  or  sale   transaction,   including   brokerage
commissions,  also is  treated  as a  realized  gain or loss.  If an  option  is
exercised,  the premium paid or received is added to the proceeds  from the sale
or cost of the purchase in determining  whether the Trust has realized a gain or
a loss on the investment transaction.

The  Trust,  as  writer of an  option,  may have no  control  over  whether  the
underlying  securities  may be sold  (call) or  purchased  (put) and as a result
bears the  market  risk of an  unfavorable  change in the price of the  security
underlying the written option.

The Trust purchases or writes options to hedge against adverse market  movements
or fluctuations  in value caused by changes in interest  rates.  The Trust bears
the risk in  purchasing an option,  to the extent of the premium  paid,  that it
will  expire  without  being  exercised.  If this  occurs,  the  option  expires
worthless and the premium paid for the option is recognized as a realized  loss.
The risk  associated  with writing call options is that the Trust may forego the
opportunity  for a  profit  if  the  market  value  of the  underlying  position
increases and the option is exercised. The Trust only will write call options on
positions  held in its  portfolio.  The risk in writing a put option is that the
Trust may incur a loss if the market value of the underlying  position decreases
and the option is exercised.  In addition, the Trust bears the risk of not being
able to enter into a closing  transaction  for written options as a result of an
illiquid market.

Securities  Transactions  and Investment  Income:  Securities  transactions  are
recorded  on  the  trade  date.   Realized  gains  and  losses  from  securities
transactions  are calculated on the identified  cost basis.  Interest  income is
recorded on the accrual basis.  Discounts and premiums on certain securities are
accreted and amortized using the effective yield to maturity method.

Taxes: It is the Trust's  intention to continue to meet the  requirements of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute  substantially  all  of  its  taxable  income  to  its  shareholders.
Therefore, no federal income or excise tax provision is required.

Dividends and Distributions:  The Trust declares and pays dividends monthly from
net investment income.  Distributions of net realized capital gains in excess of
capital loss  carryforwards  are  distributed at least  annually.  Dividends and
distributions  are  recorded on the  ex-dividend  date.  Income and capital gain
distributions are determined in accordance with income tax regulations which may
differ from net  investment  income and realized gains recorded by the Trust for
financial  reporting  purposes.  These differences,  which could be temporary or
permanent in nature, may result in reclassification  of distributions;  however,
net investment income, net realized gains and net assets are not affected.

Cash Flow Information: The Trust invests in securities and distributes dividends
and distributions  which are paid in cash or are reinvested at the discretion of
shareholders.  These  activities are reported in the Statement of Changes in Net
Assets.  Additional  information on cash receipts and cash payments is presented
in the Statement of Cash Flows. Cash, as used in the Statement of Cash Flows, is
defined  as "Cash" in the  Statement  of Assets  and  Liabilities,  and does not
include short-term investments.

Accounting  practices  that do not affect  reporting  activities on a cash basis
include  carrying  investments  at value and accreting  discounts and amortizing
premiums on debt obligations.

Repurchase   Agreements:   The  Trust,   through  its custodian,   receives   
delivery  of  the  underlying collateral,  the  market  value  of which at the 
time of  purchase  is  required  to be an  amount at least equal  to  the  
resale   price,   including   accrued interest. The Advisor is responsible for
determining   that  the  value  of  these  underlying securities  is  sufficient
at  all  times.   If  the seller  defaults  and  the  value  of the  collateral
declines or if bankruptcy  proceedings  commence with respect  to the seller 
of the  security,  realization of the  collateral  by the  Trust may be  delayed
or limited.

3.  Investment  Advisory  Agreements  and  Affiliated Transactions

The Trust has entered into an Investment  Advisory  Agreement  with the Advisor.
The Advisor is  responsible  for the  management  of the Trust's  portfolio  and
provides  the  necessary  personnel,  facilities,  equipment  and certain  other
services necessary to the operations of the Trust. For such services,  the Trust
pays a monthly fee at an annual rate of 0.65% of the Trust's  average weekly net
assets.  During the year ended December 31, 1998, the Advisor accrued $1,091,963
in Advisory fees.

The Trust has entered into an  Administration  Agreement  with Hyperion  Capital
Management,  Inc. (the  "Administrator").  The  Administrator has entered into a
Sub-Administration   agreement  with  Investors  Capital  Services,   Inc.  (the
"Sub-Administrator").    The   Administrator   and   Sub-Administrator   perform
administrative  services  necessary  for the  operation of the Trust,  including
maintaining certain books and records of the Trust,  preparing reports and other
documents required by federal, state, and other applicable laws and regulations,
and  providing  the  Trust  with  administrative  office  facilities.  For these
services, the Trust pays to the Administrator a monthly fee at an annual rate of
0.17% of the first $100 million of the Trust's average weekly net assets, 0.145%
of the next $150 million and 0.12% of any amounts above $250 million. During the
year  ended  December  31,  1998,   the   Administrator   accrued   $268,592  in
Administration  fees.  The  Administrator  is  responsible  for any fees due the
Sub-Administrator.

Certain  officers and/or directors of the Trust are officers and/or directors of
the Advisor, the Administrator and/or the Sub-Administrator.

4.  Purchases and Sales of Investments

Purchases and sales of  investments,  excluding  short-term  securities and U.S.
Government securities, for the year ended December 31, 1998 were $31,654,512 and
$48,406,255,  respectively.  Purchases and sales of U.S. Government  securities,
for the year ended  December  31,  1998,  were  $166,878,271  and  $142,975,692,
respectively.  For purposes of this footnote, U.S. Government securities include
securities  issued  by  the  U.S.  Treasury,  the  Federal  Home  Loan  Mortgage
Corporation,  the Federal  National  Mortgage  Association,  and the  Government
National Mortgage Association.

The federal income tax basis of the Trust's investments at December 31, 1998 was
substantially the same for financial reporting.  At December 31, 1998, the Trust
had a  capital  loss  carryforward  of  approximately  $4,704,826,  all of which
expires in 2003,  available to offset any future capital gains.  During the year
ended 1998, the Trust utilized $6,649,825 of capital loss carry forwards.

5.  Borrowings

The Trust may enter into  reverse  repurchase  agreements  with the same parties
with whom it may enter into repurchase  agreements.  Under a reverse  repurchase
agreement,  the  Trust  sells  securities  and  agrees to  repurchase  them at a
mutually  agreed  upon date and price.  Under the 1940 Act,  reverse  repurchase
agreements  will be regarded as a form of borrowing by the Trust unless,  at the
time it enters into a reverse repurchase agreement, it establishes and maintains
a segregated account with its custodian containing securities from its portfolio
having a value not less than the repurchase price (including  accrued interest).
The Trust has established and maintained such an account for each of its reverse
repurchase  agreements.  Reverse repurchase agreements involve the risk that the
market value of the securities retained in lieu of sale by the Trust may decline
below  the  price of the  securities  the  Trust  has sold but is  obligated  to
repurchase.  In the  event the buyer of  securities  under a reverse  repurchase
agreement files for bankruptcy or becomes  insolvent,  such buyer or its trustee
or receiver may receive an extension of time to determine whether to enforce the
Trust's  obligation to  repurchase  the  securities,  and the Trust's use of the
proceeds of the reverse  repurchase  agreement  may  effectively  be  restricted
pending such decision.

5.  Borrowings (continued)

At December 31, 1998, the Trust had the following reverse repurchase  agreements
outstanding:

                                                                Maturity in
                                                                 Zero to 30
                                                                    days
                              Maturity Amount...............      $83,724,700
                              --------------------------------
                              Market Value of Assets Sold
                              --------------------------------
                              Under Agreements............        $86,106,816
                              --------------------------------
                              Weighted Average Interest Rate            5.57%
                              --------------------------------

- --------------------------------------------------------------------------------
The average daily balance of reverse  repurchase  agreements  outstanding during
the year ended December 31, 1998 was $73,199,381 at a weighted  average interest
rate of 5.61%. The maximum amount of reverse repurchase  agreements  outstanding
at any time during the year was $79,897,000,  as of November 10, 1998, which was
31.38% of total assets.

6.  Capital Stock

There are 75 million shares of $0.001 par value common stock authorized.  Of the
17,105,673  shares  outstanding  at December 31, 1998,  the Advisor owned 10,673
shares.

The Trust is continuing its stock repurchase program, whereby an amount of up to
30% of the  outstanding  common  stock as of March 1998,  or  approximately  4.8
million shares, are authorized for repurchase. The purchase price may not exceed
the then-current net asset value.

As of December 31, 1998, 4,605,000 shares have been repurchased pursuant to this
program at a cost of $36,688,084 and an average  discount of 13.20% from its net
asset value.  For the year ended  December 31,  1998,  261,200  shares have been
repurchased at a cost of $2,268,023  and an average  discount of 11.03% from its
net asset value. For the year ended December 31, 1997, 3,748,600 shares had been
repurchased  at a cost of  $29,807,365,  at an average  discount of 13.22%.  All
shares repurchased have been, or will be, retired.

7.  Financial Instruments

The Trust regularly trades in financial  instruments with off-balance sheet risk
in the normal course of its investing  activities to assist in managing exposure
to various market risks. These financial instruments include written options and
futures  contracts  and may involve,  to a varying  degree,  elements of risk in
excess of the amounts recognized for financial statement purposes.  The notional
or contractual  amounts of these instruments  represent the investment the Trust
has in  particular  classes of financial  instruments  and does not  necessarily
represent the amounts  potentially subject to risk. The measurement of the risks
associated  with these  instruments  is  meaningful  only when all  related  and
offsetting transactions are considered.

There was no written option activity for the year ended December 31, 1998.

There were no open futures contracts at December 31, 1998.

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

                       PROXY RESULTS (unaudited)

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

During  the year  ended  December  31,  1998,  Hyperion  2005  Investment  Grade
Opportunity Term Trust, Inc.  shareholders voted on the following proposals at a
shareholders  meeting on April 21, 1998.  The  description  of each proposal and
number of shares voted are as follows:


<TABLE>
<S>                                                           <C>                     <C>                    <C>    

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

                                                                                           Shares Voted          Shares Voted
                                                                                               For            Without Authority
- -------------------------------------------------------------- ----------------------- --------------------- ---------------------

1.   To elect the Trusts's Board of Directors:                 Rodman L. Drake            15,816,186                  175,949
                                                               Patricia A. Sloan          15,816,186                  175,949

                                                                    Shares Voted           Shares Voted          Shares Voted
                                                                        For                  Against               Abstain
2.   To select PricewaterhouseCoopers LLP
     as the Trust's independent accountants:                         15,731,565               75,929               184,640

</TABLE>



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

                       YEAR 2000 CHALLENGE (unaudited)

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


The Trust could be adversely  affected if computers used by the Trust's  service
providers do not properly process  information  dated January 1, 2000 and after.
The Trust's  service  providers are taking steps to address Year 2000 risks with
respect to computer systems on which the Trust depends.  At this time,  however,
there can be no  assurance  that  these  steps will be  sufficient  to avoid any
adverse impact on the Trust.

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

                         DIVIDEND REINVESTMENT PLAN
- -------------------------------------------------------------------------------

A Dividend  Reinvestment  Plan (the "Plan") is available to  shareholders of the
Trust  pursuant to which they may elect to have all dividends and  distributions
of capital gains automatically reinvested by State Street Bank and Trust Company
(the "Plan Agent") in Trust shares.  Shareholders  who do not participate in the
Plan will receive all distributions in cash paid by check mailed directly to the
shareholder  of record  (or if the  shares  are held in street or other  nominee
name,  then to the  nominee) by the Trust's  Custodian,  as Dividend  Disbursing
Agent.

The Plan Agent serves as agent for the shareholders in  administering  the Plan.
After the  Trust  declares  a  dividend  or  determines  to make a capital  gain
distribution,  payable in cash,  the  participants  in the Plan will receive the
equivalent  amount in Trust shares  valued at the market price  determined as of
the  time  of  purchase  (generally,   the  payment  date  of  the  dividend  or
distribution).  The Plan  Agent  will,  as agent for the  participants,  use the
amount otherwise payable as a dividend to participants to buy shares in the open
market,  on the New York Stock  Exchange  or  elsewhere,  for the  participants'
accounts.  If,  before the Plan Agent has completed  its  purchases,  the market
price increases, the average per share purchase price paid by the Plan Agent may
exceed  the  market  price  of the  shares  at the time  the  dividend  or other
distribution was declared. Share purchases under the Plan may have the effect of
increasing demand for the Trust's shares in the secondary market.

There is no charge to  participants  for  reinvesting  dividends or capital gain
distributions, except for certain brokerage commissions, as described below. The
Plan Agent's fees for handling the  reinvestment of dividends and  distributions
are paid by the Trust.  However,  each  participant will pay a pro rata share of
brokerage  commissions  incurred  with  respect to the Plan  Agent's open market
purchases in connection with the reinvestment of dividends and distributions.

The  automatic  reinvestment  of dividends  and  distributions  will not relieve
participants  of any federal income tax that may be payable on such dividends or
distributions.

Participants  in the Plan may withdraw from the Plan upon written  notice to the
Plan Agent.  When a participant  withdraws from the Plan or upon  termination of
the Plan by the Trust,  certificates  for whole  shares  credited  to his or her
account  under the Plan will be issued and a cash  payment  will be made for any
fraction of a share credited to such account.

A brochure  describing the Plan is available  from the Plan Agent,  State Street
Bank and Trust Company, by calling 1-800-426-5523.

If you wish to  participate  in the Plan and your  shares are held in your name,
you may simply  complete and mail the enrollment  form in the brochure.  If your
shares are held in the name of your brokerage firm,  bank or other nominee,  you
should ask them  whether or how you can  participate  in the Plan.  Shareholders
whose shares are held in the name of a brokerage firm, bank or other nominee and
are  participating in the Plan may not be able to continue  participating in the
Plan if they transfer their shares to a different  brokerage firm, bank or other
nominee,  since such  shareholders  may  participate  only if  permitted  by the
brokerage firm, bank or other nominee to which their shares are transferred.



- --------------------------------------------------------------------------------
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Selected Quarterly Financial Data
(unaudited)

<TABLE>
<S>                 <C>       <C>       <C>       <C>         <C>         <C>         <C>       <C>            <C>       <C>   
- -----------------------------------------------------------------------------------------------------------------------------------
HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
Selected Quarterly Financial Data
(unaudited)

- -----------------------------------------------------------------------------------------------------------------------------------
                                                       Net realized and
                                                       unrealized gains
                                                           (losses) on          Net increase
                                                       investment, short      (decrease) in net
                                  Net investment        sale, futures and   assets resulting from     Dividends and
                                      income           option transactions        operations          distributions     Share price
                                  ----------------  ------------------------ --------------------  -------------------  ------------
                      Total                                          
Quarter ended         income        Amount  Per share   Amount  Per share   Amount     Per share   Amount  Per share  High    Low
- ------------------------------------------------------------------------------------------------------------------------------------
March 1, 1993*
to March 31, 1999  $91,098,287  $   937,481  0.04  $   309,743 $  0.01 $  1,247,224 $  0.05   $     0     $  0.00  $ 10 1/8 $ 9 7/8

June 30, 1993        4,763,551    3,832,812  0.18    2,686,112    0.12    6,518,924    0.30     (4,344,306) (0.20)      10    8 7/8

September 30, 1993   5,272,115    4,111,430  0.19    2,755,490    0.13    6,866,920    0.32     (4,342,104) (0.20)   9 3/8        9

December 31, 1993    5,832,414    4,539,300  0.21   (4,723,850)  (0.22)   (184,550)   (0.01)    (4,068,685) (0.19)   9 1/4    8 3/8

March 31, 1994       5,795,794    4,558,085  0.21   (6,888,543)  (0.32)   (2,330,458) (0.11)    (4,058,269) (0.19)   8 7/8       8

June 30, 1994        5,902,772    4,616,386  0.22   (9,012,124)  (0.40)   (4,395,738) (0.18)    (4,042,754) (0.19)   8 1/4   7  5/8

September 30, 1994   5,406,620    3,968,134  0.18   (5,830,890)  (0.28)   (1,862,756) (0.09)    (4,029,318) (0.19)       8    7 1/4

December 31, 1994    5,679,863    4,021,909  0.19   (7,726,469)  (0.36)   (3,704,560) (0.17)    (4,005,735) (0.18)   7 3/8    6 3/4

March 31, 1995       4,717,982    3,413,100  0.16   (7,036,248)  (0.33)   (3,623,148) (0.17)    (3,745,737) (0.17)   7 3/8        7

June 30, 1995        4,968,099    3,310,058  0.15   25,633,344    1.20    28,943,402   1.35     (3,745,744) (0.18)       8    7 1/8

September 30, 1995   5,181,587    3,333,022  0.16     211,662     0.01    3,544,684    0.17     (3,476,446) (0.17)   7 7/8    7 1/8

December 31, 1995    5,193,154    3,310,034  0.16    7,524,854    0.35    10,834,888   0.51     (3,471,766) (0.16)   7 7/8    7 1/2

March 31, 1996       5,275,950    3,476,418  0.16  (11,839,891)  (0.55)   (8,363,473) (0.39)    (3,463,398) (0.16)   8 1/8    7 1/2
                    
June 30, 1996        5,518,159    4,034,887  0.19   (5,449,440)  (0.26)   (1,414,553) (0.07)    (3,461,523) (0.16)   7 5/8        7

September 30, 1996   5,009,905    3,498,254  0.17    1,735,438    0.08    5,233,692    0.25     (3,372,722) (0.16)   7 1/2        7

December 31, 1996    4,837,691    3,223,188  0.15    5,884,661    0.28    9,107,849    0.43     (3,189,172) (0.15)   7 5/8    7 1/8

March 31, 1997       4,907,167    3,352,714  0.16   (5,602,253)  (0.27)   (2,249,539) (0.09)    (3,148,487) (0.15)   7 5/8    7 1/4
                                   
June 30, 1997        4,763,200    3,189,643  0.17    6,820,791    0.33    10,010,434   0.50     (2,741,237) (0.14)   7 7/8    7 3/8

September 30, 1997   4,580,480    2,930,078  0.17    4,744,476    0.24    7,674,554    0.41     (2,598,475) (0.14)   8 1/4    7 3/4

December 31, 1997    4,313,961    2,684,367  0.15    3,258,803    0.17    5,943,170    0.32     (3,231,525) (0.18)   8 9/16   8 1/8

March 31, 1998       3,728,657    2,473,861  0.16   (1,597,782)  (0.09)    876,079     0.07     (1,588,639) (0.11)   8 7/8    8 3/8

June 30, 1998        3,793,788    2,356,315  0.17    1,736,719    0.09    4,093,034    0.26     (2,378,768) (0.16)   8 9/16  8  5/16

September 30, 1998   3,882,244    2,289,557  0.13    4,602,359    0.27    6,891,916    0.40     (2,370,194) (0.14)   8  7/16 8 13/16

December 31, 1998    4,182,947    2,584,761  0.10   (4,092,298)  (0.24)   (1,507,537) (0.14)    (3,144,213) (0.14)   8 15/16 8  9/16

</TABLE>

*  Commencement of investment operations.

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

INVESTMENT ADVISOR AND ADMINISTRATOR         CUSTODIAN

HYPERION CAPITAL MANAGEMENT, INC.            STATE STREET BANK AND TRUST COMPANY
One Liberty Plaza                            225 Franklin Street
165 Broadway, 36th Floor                     Boston, Massachusetts  02116
New York, New York  10006-1404
For General Information about the Trust:     INDEPENDENT ACCOUNTANTS
(800) HYPERION
                                             PRICEWATERHOUSECOOPERS LLP
TRANSFER AGENT                               1177 Avenue of the Americas
                                             New York, New York  10036
BOSTON EQUISERVE L.P.
Investor Relations Department                LEGAL COUNSEL
P.O. Box 8200
Boston, Massachusetts 02266-8200             SULLIVAN & WORCESTER LLP
For Shareholder Services:                    1025 Connecticut Avenue, N.W.
(800) 426-5523                               Washington, D.C.  20036

Notice  is hereby  given in  accordance  with  Section  23(c) of the  Investment
Company Act of 1940 that  periodically  the Trust may purchase its shares in the
open market at prevailing market prices.





- -------------------------------------------------------------------------------
Officers & Directors
- -------------------------------------------------------------------------------

Andrew M. Carter
Chairman

Lewis S. Ranieri
Director

Robert F. Birch*
Director

Rodman L. Drake*
Director

Harry E. Petersen, Jr.*
Director

Leo M. Walsh, Jr.*
Director

Kenneth C. Weiss
Director

Garth Marston
Director Emeritus

Patricia A. Sloan
Director & Secretary

Clifford E. Lai
President

John H. Dolan
Vice President

Patricia A. Botta
Vice President

Thomas F. Doodian
Treasurer

* Audit Committee Members

- -------------------------------- 
        HYPERION
- --------------------------------

This Report is for shareholder  information.  This is not a prospectus  intended
for use in the purchase or sale of Trust shares.

Hyperion 2005 Investment Grade Opportunity
                           Term Trust, Inc.
                          One Liberty Plaza
                      165 Broadway, 36th Floor
                      New York, NY  10006-1404


<TABLE> <S> <C>



<ARTICLE> 6
<CIK> 0000895415
<NAME> HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
<SERIES>
   <NUMBER> 0
   <NAME> HYPERION 2005 INVESTMENT GRADE OPPORTUNITY TERM TRUST, INC.
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                           246069
<INVESTMENTS-AT-VALUE>                          248878
<RECEIVABLES>                                     1770
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