AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 2007

                  INVESTMENT COMPANY ACT FILE NO. 811-07359




                          U.S. SECURITIES AND EXCHANGE
                           COMMISSION WASHINGTON, D.C.
                                      20549

                                   SCHEDULE TO

                          ISSUER TENDER OFFER STATEMENT
         (Under Section 13(e)(1) of the Securities Exchange Act of 1934)
                                (Amendment No. 1)

                      HYPERION BROOKFIELD INCOME FUND, INC.
                  (Name of Issuer and Person Filing Statement)

               Shares of Common Stock, Par Value $0.001 per share
                         (Title of Class of Securities)

                                       N/A
                      (CUSIP Number of Class of Securities)

                            JOHN H. DOLAN, PRESIDENT
                      HYPERION BROOKFIELD INCOME FUND, INC.
                          THREE WORLD FINANCIAL CENTER
                          200 VESEY STREET, 10th FLOOR
                             NEW YORK, NY 10281-1010
                                 1-800-HYPERION
            (Name, Address and Telephone Number of Person Authorized
   to Receive Notices and Communications on Behalf of Person Filing Statement)

                                 With copies to:

                                DAVID C. MAHAFFEY
                            SULLIVAN & WORCESTER LLP
                               1666 K STREET, N.W.
                             WASHINGTON, D.C. 20006








|   | Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.

      Check the appropriate boxes below to designate any transactions to which
      the statement relates:

|   |  third-party tender offer subject to Rule 14d-1.

| X |  issuer tender offer subject to Rule 13e-4.

|   |  going-private transaction subject to Rule 13e-3.

|   |  amendment to Schedule 13D under Rule 13d-2.


Check the following box if the filing is a final amendment reporting the results
of the tender offer: | X |



         This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule
TO of Hyperion Brookfield Income Fund, Inc. (the "Fund") relating to an offer to
purchase (the "Offer") up to 7,412,790 of the Fund's shares of common stock, par
value $0.001 per share (the "Shares"), as originally filed with the Securities
and Exchange Commission on May 14, 2007, constitutes the final amendment
pursuant to Rule 13e-4(c)(3) under the Securities Exchange Act of 1934.

         The Offer terminated at 4:00 P.M., Eastern time, on June 14, 2007 (the
"Expiration Date"). Pursuant to the Offer, 7,268,150.72 Shares were tendered,
all of which were accepted by the Fund for repurchase at a net asset value of
$6.80 per share, as determined as of the close of the New York Stock Exchange on
the Expiration Date, for an aggregate purchase price of $49,423,421.17.









                                    SIGNATURE

         After due 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.

                                         Hyperion Brookfield Income Fund, Inc.

                                          By:  /s/ John H. Dolan
                                            -------------------------------
                                            John H. Dolan
                                            President
June 20, 2007