SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
                                                          (Amendment No 2)
Under the Securities Exchange Act of 1934

All American Term Trust, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

016440109
(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 9, 2001
(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 the Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b) (3) or (4), check the following box. [x]

(Page 1 of 4 pages)













ITEM 1	Security and Issuer
		Common Stock
		All American Term Trust, Inc. ("AAT")
		1285 Avenue of the Americas
		New York, New York 10019
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 VanDegriff, 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, trusts and others, specializing in conservative asset
		management (i.e. fixed income investments ).
		d) None of George W. Karpus, JoAnn VanDegriff, 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 five years non-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
with respect to such laws.
		f) Each of the Principals is a United States citizen.
		KIM is a New York State corporation.
ITEM 3	Source and Amount of Funds or Other Considerations
		KIM, an independent investment advisor, has accumulated shares
		of AAT on behalf of Accounts that are managed by KIM ("the Accounts")
		under limited powers of attorney.  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 AAT (being an investment grade
fund) 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 770,432 shares which
		represents 5.98% of the outstanding Shares.  Sophie P. Karpus owns
		400 shares purchased on March 8, 2001 at a price of $12.09 per
share (200 shares) and March 9 (200 shares).  None of the other Principals
or KIM presently own Shares.
		b) KIM has the sole power to dispose of and to vote all of such Shares
		under limited powers of attorney.
		c) Open market purchases and sales for the last 60 days.




There have been no disposition and no acquisitions, other than by such
open market purchases and sales during such period.



DATE
SHARES
PRICE PER

DATE
SHARES
PRICE PER


SHARE



SHARE
5/1/01
2200
12.12

6/4/01
8200
12.15
5/2/01
10550
12.12

6/4/01
4000
12.16
5/2/01
1400
12.11

6/6/01
7700
12.14
5/3/01
4000
12.12

6/7/01
150
12.13
5/7/01
3300
12.12

6/11/01
2000
12.16
5/8/01
1800
12.09

6/12/01
3625
12.16
5/9/01
400
12.09

6/13/01
6400
12.16
5/9/01
5300
12.10

6/13/01
900
12.15
5/10/01
200
12.10

6/14/01
1600
12.15
5/11/01
1800
12.08

6/14/01
500
12.16
5/15/01
16725
12.11

6/15/01
10200
12.18
5/15/01
14150
12.10

6/15/01
2500
12.17
5/15/01
6400
12.12

6/15/01
500
12.16
5/17/01
950
12.10

6/18/01
7500
12.17
5/17/01
3000
12.11

6/19/01
2750
12.16
5/18/01
2800
12.10

6/19/01
500
12.17
5/21/01
3775
12.10

6/20/01
2050
12.17
5/21/01
750
12.12

6/20/01
4000
12.16
5/22/01
2300
12.08

6/20/01
2000
12.18
5/22/01
4400
12.10

6/21/01
1800
12.17
5/23/01
150
12.10

6/25/01
6400
12.20
5/30/01
1200
12.15

6/26/01
3100
12.19
5/30/01
850
12.14

6/26/01
600
12.20




6/27/01
2500
12.19




6/27/01
6600
12.18




6/28/01
6350
12.18




6/29/01
6100
12.18




6/29/01
7300
12.20











































































































































































































ITEM 6	Contract, Arrangements, Understandings, or Relationships with Respect
		to Securities of the Issuer.
		Except as described above, there are no contracts, arrangements
		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
		AAT 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 9, 2001		                  	       By:_____________________
       Date						    Signature
George W. Karpus,  President
							  Name / Title