N-CSR

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number    811-6404

American Strategic Income Portfolio Inc.

(Exact name of registrant as specified in charter)

800 Nicollet Mall, Minneapolis, MN	55402
(Address of principal executive offices)	(Zip code)

Charles D. Gariboldi  800 Nicollet Mall, Minneapolis, MN 55402

(Name and address of agent for service)

Registrant’s telephone number, including area code:   800-677-3863

Date of fiscal year end:   November 30

Date of reporting period:  November 30, 2004

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

Item 1. Report to Shareholders

AMERICAN

STRATEGIC

INCOME

PORTFOLIO

INC.

ASP

November 30, 2004

Annual Report

AMERICAN STRATEGIC INCOME PORTFOLIO INC.

Table of Contents

Fund Overview

Financial Statements

Notes to Financial Statements

Schedule of Investments

Report of Independent Registered Public Accounting Firm

Federal Income Tax Information

Notice to Shareholders

Primary Investments

American Strategic Income Portfolio Inc. (the fund) invests in mortgage-related assets that directly or indirectly represent a participation in or are secured by and payable from mortgage loans. The fund may also invest in U.S. government securities, corporate debt securities, preferred stock issued by real estate investment trusts, and mortgage servicing rights. The fund borrows through the use of reverse repurchase agreements and revolving credit facilities. Use of borrowing and certain other investments and investment techniques may cause the fund’s net asset value (NAV) to fluctuate to a greater extent than would be expected from interest-rate movements alone.

Fund Objective

High level of current income. Its secondary objective is to seek capital appreciation. As with other investment companies, there can be no assurance this fund will achieve its objectives.

NOT FDIC INSURED   NO BANK GUARANTEE   MAY LOSE VALUE

Average Annualized Total Returns

Based on NAV for the period ended November 30, 2004

The average annualized total returns for the fund are based on the change in its NAV and assume reinvestment of distributions at NAV. NAV-based performance is used to measure investment management results.  •  Average annualized total returns based on the change in market price for the one-year, five-year, and 10-year periods ended November 30, 2004, were 0.48%, 9.27%, and 8.54%, respectively.  •  Market price returns assume that all distributions have been reinvested at actual prices pursuant to the fund’s dividend reinvestment plan. Market price returns reflect any broker commissions or sales charges on dividends reinvested at market price.  •  Please remember, you could lose money with this investment. Neither safety of principal nor stability of income is guaranteed. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that fund shares, when sold, may be worth more or less than their original cost. Closed-end funds, such as this fund, often trade at discounts to NAV. Therefore, you may be unable to realize the full NAV of your shares when you sell.  •  The fund uses the Lehman Brothers Mutual Fund Government/Mortgage Index as a benchmark. Although we believe this is the most appropriate benchmark available, it is not a perfect match. The benchmark index is comprised of U.S. government securities while the fund is comprised primarily of nonsecuritized, illiquid whole loans. This limits the ability of the fund to respond quickly to market changes.  •  The Lehman Brothers Mutual Fund Government/Mortgage Index is comprised of all U.S. government agency and Treasury securities and agency mortgage-backed securities. Developed by Lehman Brothers for comparative use by the mutual fund industry, this index is unmanaged and does not include any fees or expenses in its total return calculations.

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FundOVERVIEW

For the fiscal year ended November 30, 2004, the fund had a total return of 6.85%, after fees and expenses, based on its NAV. We are pleased that the fund outperformed its benchmark, the Lehman Brothers Mutual Fund Government/Mortgage Index, which had a return of 4.27% during the period. We believe that the outperformance was mainly a result of the higher income levels paid by our mortgage investments compared to the securities that comprise the index. Over the same period, the fund returned 0.48% based on its market price. The fund’s market price of $12.00 was at a 5.06% discount to its NAV of $12.64 as of November 30, 2004. As always, past performance is no guarantee of future results, and the fund’s NAV and market price will fluctuate.

For the fiscal year ended November 30, 2004, the U.S. economy showed gradual improvement with productivity, low interest rates, stable energy prices, and continued improvement in corporate earnings providing support for economic growth. The Federal Reserve started raising its target lending rate at the June 30, 2004, Federal Open Market Committee meeting. Between June 30, 2004, and December 14, 2004, the Federal Open Market Committee has raised its target lending rate from 1.00% to 2.25%. Inflationary pressures remain well contained and provide the Fed with the flexibility to maintain an accommodative monetary policy stance designed to ensure support for ongoing economic activity.

Fundamentals in commercial real estate markets have been weak the last 24 months, with vacancy rates increasing and rental rates decreasing. There are encouraging signs that occupancy levels in some markets are beginning to firm although not at levels permitting an increase in rental rates. Historically, real estate markets are a lagging indicator of the economy, taking longer to weaken and longer to recover than the overall economy. Healthy real estate markets need job growth to create demand for space. Most estimates do not see an appreciable increase in demand for apartments or office space until substantial job growth occurs, possibly in mid-2005 or 2006. The fund is diversified by property type and geographic region. This has been helpful so far in a weaker real estate environment.

Fund Management

John Wenker

is primarily responsible for the management of the fund. He has 22 years of financial experience.

Chris Neuharth, CFA

is responsible for the management of the mortgage-backed securities portion of the fund. He has 24 years of financial experience.

Russ Kappenman

is responsible for acquisition and management of the whole loans portion of the fund. He has 19 years of financial experience.

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The ability of the fund to generate attractive income levels ran into some headwinds during the fiscal year. Although the fund continued to benefit from the use of leverage (or borrowing), rising short-term interest rates and lower rates on new investments decreased the spread between cost of borrowed funds and investment yields. The net effect was a decrease in income in the fund. The use of leverage increases interest-rate risk in the fund and will increase the volatility of the fund’s NAV and market price.

A challenging fundamental real estate market and large amount of capital competing for mortgage investments slowed the reinvestment of the fund’s capital from loans that had paid off during the year. Where reinvestment did occur, loans purchased by the fund were typically paying interest at lower rates than the loans that had paid off during the year. Multifamily has been one of the most challenging property types in the real estate sector. The ability to diversify fund investments into broader property types is limited by an investment restriction allowing the fund to invest no more than 35% of total assets in commercial loans (e.g., nonmultifamily).

Our long-term strategy for managing the fund remains the same. Our goal is to be consistent in underwriting the credit risk inherent in most of the fund’s investments; be strategic in terms of the mix of asset types the fund invests in; and be balanced in terms of property type and geographic distribution.

Portfolio Composition

As a percentage of total assets on November 30, 2004

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As of November 30, 2004, the Fund had no multifamily or commercial loans that were delinquent or in default. The fund did not incur any capital losses during the fiscal year from its investments in multifamily or commercial loans. As of November 30, 2004, there were no single family loans that were in default or that were 60 days or more delinquent as to the timely monthly payment of principal and interest. Single family whole loans represented 3.0% of the fund’s net assets as of November 30, 2004.

Delinquent Loan Profile

The tables below show the percentages of single family and multifamily and commercial loans in the portfolio that are 30, 60, 90, or 120 or more days delinquent as of November 30, 2004, based on the value outstanding.

Single family loans

Current	100.0	%
30 Days	0.0	%*
60 Days	0.0	%
90 Days	0.0	%
120+ Days	0.0	%

Multifamily and commercial loans

Current	100.0	%
30 Days	0.0	%
60 Days	0.0	%
90 Days	0.0	%
120+ Days	0.0	%

*Less than 0.1%

The fund paid out a consistent monthly dividend of 7.25 cents per share during the period. The dividend reserve for this fund was at 9.31 cents per share as of the fiscal year end. The lower interest-rate environment makes it more likely that loans will prepay and that reinvestment will be at lower rates, further decreasing the fund’s income. In addition, the appreciated value of properties in the current real estate environment makes it difficult to find commercial and multifamily loans of the appropriate size and credit quality for this fund. During the reporting period, 21 loans in the portfolio paid off with a weighted average coupon of 7.13%. We added six loans with a weighted average coupon of 5.33%. During the fiscal year, the fund paid out $0.87

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per share in dividends, resulting in an annualized distribution rate of 7.25% based on the November 30, 2004, market price. Please keep in mind that the fund’s distribution rate and dividend reserve levels will fluctuate.

We believe that the real estate markets will continue to pose challenges. The low interest-rate environment will likely mean continued loan prepayments. The weaker real estate markets could lead to increased levels of default. The large amount of capital pursuing mortgage product means competition for investments will be intense. We continue to diligently manage the risk in the fund and believe it should hold up well based on its current credit profile. As the U.S. economy and job growth improves there should be increased demand for space and occupancy levels should rise. Increased demand should lead to increases in rental rates and an improved environment for our real estate investments.

As you may recall, at a shareholder meeting held on March 15, 2001, the fund’s shareholders approved a revised fundamental investment policy allowing the fund to invest up to 25% of its total assets in investment-grade preferred stock of real estate investment trusts (REITs). At the same time, the board of directors further restricted the fund’s investment in these securities to 10% of total assets. This additional investment restriction was nonfundamental, however, meaning that it was subject to change at any time by the board of directors, without shareholder approval. In order to provide the fund with additional investment flexibility, at a meeting held on December 7, 2004, the fund’s board of directors removed this restriction. The fund will continue to be subject to the policy limiting investments in investment-grade preferred stock of REITs to 25% of total assets.

As you are probably aware, the board of directors for the fund, as well as American Strategic Income Portfolio Inc. II, American Strategic Income Portfolio Inc. III, and American Select Portfolio Inc. (collectively, the existing funds), has approved a proposal to reorganize these four funds into the First American Strategic Real Estate Portfolio, Inc., a specialty finance company that would elect to be taxed as a real estate investment trust. Shareholders

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of the existing funds who do not wish to receive shares of the REIT will have the option of electing to exchange their shares for shares of First American Strategic Income Portfolio Inc., a newly formed closed-end management investment company with investment policies, restrictions, and strategies substantially similar to those of the existing funds. This transaction is subject to review by the Securities and Exchange Commission, approval by the fund’s shareholders, and certain other conditions. There is no assurance that the transaction will be completed.

Thank you for your investment in the fund and your trust. We will continue to closely monitor the credit profiles of the fund’s whole loan investments as we seek to achieve the fund’s objective of paying a high level of current income. If you have any questions about the fund, please call us at 800.677.FUND.

Sincerely,

/s/ Mark Jordahl

Mark Jordahl

Chief Investment Officer

U.S. Bancorp Asset Management, Inc.

/s/ John Wenker

John Wenker

Managing Director, Head of Real Estate

U.S. Bancorp Asset Management, Inc.

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Geographical Distribution

We attempt to buy mortgage loans in many parts of the country to help avoid the risks of concentrating in one area. These percentages reflect the value of whole loans and participation mortgages as of November 30, 2004. Shaded areas without values indicate states in which the fund has invested less than 0.50% of its assets.

Valuation of Investments

The fund’s investments in whole loans (single family, multifamily, and commercial), participation mortgages, and mortgage servicing rights are generally not traded in any organized market; therefore, market quotations are not readily available. These investments are valued at “fair value” according to procedures adopted by the fund’s board of directors. Pursuant to these procedures, whole loan, participation mortgage, and mortgage servicing rights investments are initially valued at cost and their values are subsequently monitored and adjusted pursuant to a pricing model designed by U.S. Bancorp Asset Management, Inc., to incorporate, among other things, the present value of the projected stream of cash flows on such investments. The pricing model takes into account a number of relevant factors including the projected rate of prepayments, the delinquency profile, the historical payment record, the expected yield at purchase, changes in prevailing interest rates, and changes in the real or perceived liquidity of whole loans, participation mortgages, and mortgage servicing rights, as the case may be. The results of the pricing model may be further subject to price ceilings due to the illiquid nature of the investments. Changes in prevailing interest rates, real or perceived liquidity, yield spreads, and creditworthiness are factored into the pricing model each week. Certain mortgage loan information is received on a monthly basis and includes, but is not limited to, the projected rate of prepayments, projected rate and severity of defaults, the delinquency profile, and the historical payment record. Valuations of whole loans, participation mortgages, and mortgage servicing rights are determined no less frequently than weekly.

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Financial STATEMENTS

Statement of Assets and Liabilities November 30, 2004

Assets:
Investments in unaffiliated securities, at value* (note 2)	$	51,100,663
Investment in affiliated money market fund, at value** (note 3)		9,215,892
Receivable for accrued interest		248,484
Other assets		9,334
Total assets		60,574,373
Liabilities:
Payable for reverse repurchase agreements (note 2)		6,930,637
Payable for investment management fees (note 3)		21,006
Bank overdraft		4,157
Payable for administrative fees (note 3)		11,000
Payable for interest expense		9,166
Payable for reorganization expenses (notes 3 and 6)		97,653
Total liabilities		7,073,619
Net assets applicable to outstanding capital stock	$	53,500,754
Composition of net assets:
Capital stock and additional paid-in capital	$	54,290,747
Undistributed net investment income		373,566
Accumulated net realized loss on investments		(2,337,634	)
Unrealized appreciation of investments		1,174,075
Total–representing net assets applicable to capital stock	$	53,500,754
*Investments in unaffiliated securities, at cost	$	49,926,588
**Investment in affiliated money market fund, at cost	$	9,215,892
Net asset value and market price of capital stock:
Net assets outstanding	$	53,500,754
Shares outstanding (authorized 1 billion shares of $0.01 par value)		4,231,331
Net asset value per share	$	12.64
Market price per share	$	12.00

See accompanying Notes to Financial Statements.

2004 Annual Report

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Statement of Operations For the Year Ended November 30, 2004

Investment income:
Interest from unaffiliated securities	$	4,398,012
Dividends		317,939
Divdends from affiliated money market fund		40,739
Total investment income		4,756,690
Expenses (note 3):
Investment management fees		305,839
Administrative fees		133,782
Interest expense		147,139
Custodian fees		10,702
Transfer agent fees		24,418
Exchange listing and registration fees		19,444
Reports to shareholders		31,563
Mortgage servicing fees		46,075
Directors' fees		8,825
Audit and legal fees		31,568
Financial advisory and accounting fees		3,054
Other expenses		9,869
Total expenses		772,278
Net investment income		3,984,412
Net realized and unrealized gains (losses) on investments (note 4):
Net realized gain on investments		295,555
Net change in unrealized appreciation or depreciation of investments		(704,969	)
Net loss on investments		(409,414	)
Net increase in net assets resulting from operations	$	3,574,998

See accompanying Notes to Financial Statements.

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Financial STATEMENTScontinued

Statement of Cash Flows For the Year Ended November 30, 2004

Cash flows from operating activities:
Net increase in net assets resulting from operations	$	3,574,998
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Purchases of investments		(15,307,598	)
Proceeds from paydowns and sales of investments		31,216,613
Net purchases of short-term securities		(7,686,186	)
Net amortization of bond discount and premium		319
Net unrealized depreciation of investments		704,969
Net realized gain on investments		(295,555	)
Decrease in accrued interest receivable		87,405
Decrease in other assets		3,731
Decrease in accrued fees and expenses		(11,405	)
Net cash provided by operating activities		12,287,291
Cash flows from financing activities:
Net payments for reverse repurchase agreements		(8,674,363	)
Distributions paid to shareholders		(3,667,671	)
Net cash used in financing activities		(12,342,034	)
Net decrease in cash		(54,743	)
Cash at beginning of period		50,586
Bank overdraft at end of period	$	(4,157	)
Supplemental disclosure of cash flow information: Cash paid for interest	$	148,981
Noncash financing activities resulting from reinvested dividends	$	13,287

See accompanying Notes to Financial Statements.

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Statements of Changes in Net Assets

	Year Ended 11/30/04			Year Ended 11/30/03
Operations:
Net investment income	$	3,984,412		$	3,761,772
Net realized gain on investments		295,555			279,776
Net change in unrealized appreciation or depreciation of investments		(704,969	)		(119,911	)
Net increase in net assets resulting from operations		3,574,998			3,921,637
Distributions to shareholders (note 2):
From net investment income		(3,680,958	)		(3,680,357	)
Capital share transactions (note 2):
Proceeds from 1,037 shares issued from reinvested dividends		13,287			-
Total increase (decrease) in net assets		(92,673	)		241,280
Net assets at beginning of period		53,593,427			53,352,147
Net assets at end of period	$	53,500,754		$	53,593,427
Undistributed net investment income	$	373,566		$	90,382

See accompanying Notes to Financial Statements.

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Notes to Financial STATEMENTS

(1) Organization	American Strategic Income Portfolio Inc. (the fund) is registered under the Investment Company Act of 1940 (as amended) as a diversified, closed-end management investment company. The fund emphasizes investments in mortgage-related assets that directly or indirectly represent a participation in or are secured by and payable from mortgage loans. It may also invest in U.S. government securities, corporate debt securities, preferred stock issued by real estate investment trusts, and mortgage servicing rights. In addition, the fund may borrow using reverse repurchase agreements and revolving credit facilities. Fund shares are listed on the New York Stock Exchange under the symbol ASP.
(2) Summary of Significant Accounting Policies	Security Valuations
	Security valuations for the fund's investments (other than whole loans) are furnished by one or more independent pricing services that have been approved by the fund's board of directors. Investments in equity securities that are traded on a national securities exchange (or reported on the Nasdaq national market system) are stated at the last quoted sales price if readily available for such securities on each business day. For securities traded on the Nasdaq national market system, the fund utilizes the Nasdaq Official Closing Price which compares the last trade to the bid/ask price of a security. If the last trade is within the bid/ask range, then that price will be the closing price. If the last trade is outside the bid/ask range, and falls above the ask, the ask price will be the closing price. If the last trade is below the bid, the bid will be the closing price. Other equity securities traded in the over-the-c ounter market and listed equity securities for which no sale was reported on that date are stated at the last quoted bid price. Debt obligations exceeding 60 days to maturity are valued by an independent pricing service.

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The pricing service may employ methodologies that utilize actual market transactions, broker-dealer supplied valuations, or other formula-driven valuation techniques. These techniques generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings, and general market conditions. Securities for which prices are not available from an independent pricing service but where an active market exists are valued using market quotations obtained from one or more dealers that make markets in the securities or from a widely-used quotation system. When market quotations are not readily available, securities are valued at fair value as determined in good faith by procedures established and approved by the fund's board of directors. Some of the factors which may be considered by the board of directors in determining fair value are fundamental analytical data relating to the investment; the nature and duration of any restrictions on disposition; trading in similar securities of the same issuer or comparable companies; information from broker-dealers; and an evaluation of the forces that influence the market in which the security is purchased or sold. If events occur that materially affect the value of securities (including non-U.S. securities) between the close of trading in those securities and the close of regular trading on the New York Stock Exchange, the securities will be valued at fair value. As of November 30, 2004, the fund held fair valued securities with a value of $32,702,904 or 61.1% of net assets. Debt obligations with 60 days or less remaining until maturity may be valued at their amortized cost which approximates market value. Security valuations are performed once a week and at the end of each month.

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Notes to Financial STATEMENTScontinued

The fund's investments in whole loans (single family, multifamily, and commercial), participation mortgages and mortgage servicing rights are generally not traded in any organized market and, therefore, market quotations are not readily available. These investments are valued at "fair value" according to procedures adopted by the fund's board of directors. Pursuant to these procedures, whole loan investments are initially valued at cost and their values are subsequently monitored and adjusted using a U.S. Bancorp Asset Management, Inc. (USBAM) pricing model designed to incorporate, among other things, the present value of the projected stream of cash flows on such investments. The pricing model takes into account a number of relevant factors including the projected rate of prepayments, the delinquency profile, the historical payment record, the expected yield at purchase, changes in prevailing interest rates, and change s in the real or perceived liquidity of whole loans, participation mortgages, or mortgage servicing rights, as the case may be. The results of the pricing model may be further subject to price ceilings due to the illiquid nature of the loans. Changes in prevailing interest rates, real or perceived liquidity, yield spreads, and creditworthiness are factored into the pricing model each week.

Certain mortgage loan information is received once a month. This information includes, but is not limited to, the projected rate of prepayments, projected rate and severity of defaults, the delinquency profile, and the historical payment record. Valuations of whole loans, participation mortgages and mortgage servicing rights are determined no less frequently than weekly. Although we believe the pricing model to be reasonable and appropriate, the actual values that may be realized upon the sale of whole loans, participation mortgages, and

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mortgage servicing rights can only be determined in a negotiation between the fund and third parties.

Security Transactions and Investment Income

The fund records security transactions on the trade date of the security purchase or sale. Dividend income is recorded on the ex-dividend date. Interest income, including accretion of bond discounts and amortization of premiums, is recorded on an accrual basis. Security gains and losses are determined on the basis of identified cost, which is the same basis used for federal income tax purposes.

Whole Loans and Participation Mortgages

Whole loans and participation mortgages may bear a greater risk of loss arising from a default on the part of the borrower of the underlying loans than do traditional mortgage-backed securities. This is because whole loans and participation mortgages, unlike most mortgage-backed securities, generally are not backed by any government guarantee or private credit enhancement. Such risk may be greater during a period of declining or stagnant real estate values. In addition, the individual loans underlying whole loans and participation mortgages may be larger than the loans underlying mortgage-backed securities. With respect to participation mortgages, the fund generally will not be able to unilaterally enforce its rights in the event of a default, but rather will be dependent on the cooperation of the other participation holders.

The fund does not record past due interest as income until received. The fund may incur certain costs and delays in the event of a foreclosure. Also, there is no assurance that the subsequent sale of the property will

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Notes to Financial STATEMENTScontinued

produce an amount equal to the sum of the unpaid principal balance of the loan as of the date the borrower went into default, the accrued unpaid interest, and all of the foreclosure expenses. In this case, the fund may suffer a loss. At November 30, 2004, loans representing approximately 0.1% of net assets were 30 days or more delinquent as to the timely monthly payment of principal and interest. Such delinquencies relate solely to single family whole loans and represent 3.4% of total single family loan value outstanding at November 30, 2004. At November 30, 2004, no multifamily or commercial loans were delinquent.

Real estate acquired through foreclosure, if any, is recorded at estimated fair value. The fund may receive rental or other income as a result of holding real estate. In addition, the fund may incur expenses associated with maintaining any real estate owned. As of and for the fiscal year ended November 30, 2004, the fund owned no real estate.

Reverse Repurchase Agreements

Reverse repurchase agreements involve the sale of a portfolio-eligible security by the fund, coupled with an agreement to repurchase the security at a specified date and price. Reverse repurchase agreements may increase volatility of the fund's net asset value and involve the risk that interest costs on money borrowed may exceed the return on securities purchased with that borrowed money. Reverse repurchase agreements are considered to be borrowings by the fund, and are subject to the fund's overall restriction on borrowing under which it must maintain asset coverage of at least 300%. For the fiscal year ended November 30, 2004, the weighted average borrowings outstanding were $9,284,368 and the

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weighted average interest rate payable on such borrowings was 1.39%.

Securities Purchased on a When-Issued Basis

Delivery and payment for securities that have been purchased by the fund on a when-issued or forward-commitment basis can take place a month or more after the transaction date. During this period, such securities do not earn interest, are subject to market fluctuation, and may increase or decrease in value prior to their delivery. The fund segregates, with its custodian, assets with a market value equal to the amount of its purchase commitments. The purchase of securities on a when-issued or forward-commitment basis may increase the volatility of the fund's net asset value if the fund makes such purchases while remaining substantially fully invested. As of November 30, 2004, the fund had no outstanding when-issued or forward-commitment securities.

Mortgage Servicing Rights

The fund may acquire interests in the cash flow from servicing fees through contractual arrangements with mortgage servicers. Mortgage servicing rights, similar to interest-only securities, generate no further cash flow when a mortgage is prepaid or goes into default. Mortgage servicing rights are accounted for on a level-yield basis with recognized income based on the estimated amounts and timing of cash flows. Such estimates are adjusted periodically as the underlying market conditions change.

Federal Taxes

The fund intends to comply with the requirements of the Internal Revenue Code applicable to regulated investment

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Notes to Financial STATEMENTScontinued

companies and not be subject to federal income tax. Therefore, no income tax provision is required. The fund also intends to distribute its taxable net investment income and realized gains, if any, to avoid the payment of any federal excise taxes.

Net investment income and net realized gains and losses may differ for financial statement and tax purposes primarily because of the timing of recognition of income on certain collateralized mortgage-backed securities. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. In addition, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains or losses were recorded by the fund.

Due to permanent book-to-tax differences, primarily relating to investments in REITs, the following reclassifications have been made on the Statement of Assets and Liabilities:

Accumulated Net Realized Loss		Undistributed Net Investment Income
$	20,270	$	(20,270	)

The tax character of distributions paid during the fiscal years ended November 30, 2004 and 2003 was as follows:

	2004		2003
Distribution paid from ordinary income	$	3,680,958	$	3,680,357

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At November 30, 2004, the components of accumulated deficit on a tax basis were as follows:

Undistributed ordinary income	$	373,566
Accumulated capital losses		(1,915,694	)
Unrealized appreciation		752,135
Accumulated deficit	$	(789,993	)

The difference between book basis and tax basis unrealized appreciation and accumulated realized losses at November 30, 2004, is attributable to a one-time tax election whereby the fund marked appreciated securities to market creating capital gains that were used to reduce capital loss carryovers and increase tax cost basis.

Distributions to Shareholders

Distributions from net investment income are made monthly and realized capital gains, if any, will be distributed at least annually. These distributions are recorded as of the close of business on the ex-dividend date. Such distributions are payable in cash or, pursuant to the fund's dividend reinvestment plan, reinvested in additional shares of the fund's capital stock. Under the plan, fund shares will be purchased in the open market unless the market price plus commissions exceeds the net asset value by 5% or more. If, at the close of business on the dividend payment date, the shares purchased in the open market are insufficient to satisfy the dividend reinvestment requirement, the fund will issue new shares at a discount of up to 5% from the current market price.

Repurchase Agreements

For repurchase agreements entered into with certain broker-dealers, the fund, along with other affiliated registered investment companies, may transfer uninvested

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Notes to Financial STATEMENTScontinued

cash balances into a joint trading account, the daily aggregate of which is invested in repurchase agreements secured by U.S. government or agency obligations. Securities pledged as collateral for all individual and joint repurchase agreements are held by the fund's custodian bank until maturity of the repurchase agreement. Provisions for all agreements ensure that the daily market value of the collateral is in excess of the repurchase amount, including accrued interest, to protect the fund in the event of a default.
	Use of Estimates in the Preparation of Financial Statements
	The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities in the financial statements. Actual results could differ from these estimates.
(3) Expenses	Investment Management and Administrative Fees
	Pursuant to an investment advisory agreement (the Agreement), USBAM, a subsidiary of U.S. Bank National Association (U.S. Bank), manages the fund's assets and furnishes related office facilities, equipment, research, and personnel. The Agreement provides USBAM with a monthly investment management fee equal to an annualized rate of 0.20% of the fund's average weekly net assets and 4.50% of the daily gross income accrued by the fund during the month (i.e., investment income, including accretion of bond discounts and amortization of premiums, other than gains from the sale of securities or gains from options and futures contracts less interest on money borrowed by the fund). The monthly investment management fee shall not exceed in the aggregate 1/12 of 0.725% of the fund's average weekly net assets during the

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month (approximately 0.725% on an annual basis). For the fiscal year ended November 30, 2004, the effective investment management fee incurred by the fund was 0.57%. For its fee, USBAM provides investment advice and, in general, conducts the management and investment activities of the fund.

Pursuant to a co-administration agreement (the Co-Administration Agreement), USBAM serves as Co-Administrator for the fund (U.S. Bancorp Fund Services, LLC, a subsidiary of U.S. Bancorp is also Co-Administrator but currently has no functional responsibilities related to the fund) and provides administrative services, including legal and shareholder services, to the fund. Under this agreement, USBAM receives a monthly administrative fee equal to an annualized rate of 0.25% of the fund's average weekly net assets. For its fee, USBAM provides numerous services to the fund including, but not limited to, handling the general business affairs, financial and regulatory reporting, and various record-keeping services. Separate from the Co-Administration Agreement, USBAM (from its own resources) has retained SEI Investments, Inc. to perform net asset value calculations.

The fund may invest in related money market funds that are series of First American Funds, Inc., subject to certain limitations. In order to avoid the payment of duplicative investment advisory fees to USBAM, which acts as the investment advisor to both the fund and the related money market funds, USBAM will reimburse the fund an amount equal to the investment advisory fee received from the related money market funds that is attributable to the assets of the fund. For financial statement purposes, this reimbursement is recorded as investment income.

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Notes to Financial STATEMENTScontinued

Custodian Fees

U.S. Bank serves as the fund's custodian pursuant to a custodian agreement with the fund. The fee for the fund is equal to an annual rate of 0.02% of average weekly net assets. These fees are computed weekly and paid monthly.

Mortgage Servicing Fees

The fund enters into mortgage servicing agreements with mortgage servicers for whole loans and participation mortgages. For a fee, mortgage servicers maintain loan records, such as insurance and taxes and the proper allocation of payments between principal and interest.

Proposed Reorganization Expenses

As discussed in Note 6, the fund has taken certain steps to reorganize, along with certain other similar entities managed by USBAM. As set forth below, certain costs and expenses incurred in connection with the proposed reorganization of the fund (including, but not limited to, the preparation of all necessary registration statements, proxy materials and other documents, preparation for and attendance at board and committee, shareholder, planning, organizational and other meetings, and costs and expenses of accountants, attorneys, financial advisors and other experts engaged in connection with the reorganization) shall be borne by the fund, American Strategic Income Portfolio Inc. II, American Strategic Income Portfolio Inc. III, and, American Select Portfolio Inc., (collectively referred to as the existing funds). The existing funds as a group will bear the first $3,400,000 of such expenses and will, subject to certain exceptions, equally share all transaction expenses in excess of $3,400,000 with USBAM. Such costs and expenses will be allocated among the existing funds based on their relative net asset values whether or not an existing fund participates in the

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reorganization. Additionally, costs and expenses incurred in connection with the legal representation of USBAM's interests with respect to the reorganization and related matters will be borne by USBAM. The existing funds' portion of the costs and expenses related to the reorganization have totaled approximately $4,000,000 through November 30, 2004, $100,000 of which was incurred during the fiscal year ended November 30, 2004. Of these amounts, $326,578 and $8,043, respectively, have been allocated to the fund. It is currently estimated that additional costs and expenses related to the reorganization to be borne by the existing funds will total $884,000. Based on the net asset values of the existing funds as of November 30, 2004, it is projected that $72,174 of this amount will be incurred by the fund.
	Other Fees and Expenses
	In addition to the investment management, administrative, custodian, and mortgage servicing fees, the fund is responsible for paying other operating expenses, including: outside directors' fees and expenses, registration fees, printing and shareholder reports, transfer agent fees and expenses, legal and auditing services, insurance, interest, expenses related to real estate owned, fees to outside parties retained to assist in conducting due diligence, taxes, and other miscellaneous expenses.
(4) Investment Security Transactions	Cost of purchases and proceeds from paydowns and sales of securities and real estate, other than temporary investments in short-term securities, for the fiscal year ended November 30, 2004, aggregated $15,307,279 and $31,216,613, respectively. Included in proceeds from sales are $292,104 from prepayment penalties.
(5) Capital Loss Carryover	For federal income tax purposes, the fund had capital loss carryovers at November 30, 2004, which, if not

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Notes to Financial STATEMENTScontinued

offset by subsequent capital gains, will expire on the fund's fiscal year-ends as indicated below.

Capital Loss Carryover		Expiration
$	911,242		2008
	737,067		2010
	267,385		2011
$	1,915,694

(6) Proposed Reorganization

A combined proxy statement/registration statement, last amended on April 22, 2003, has been filed with the Securities and Exchange Commission (SEC) in which it is proposed that the fund, along with American Strategic Income Portfolio Inc. II (BSP), American Strategic Income Portfolio Inc. III (CSP), and American Select Portfolio Inc. (SLA), reorganize into First American Strategic Real Estate Portfolio, Inc., a specialty real estate finance company that would elect to be taxed as a real estate investment trust (REIT). Shareholders of the fund, BSP, CSP, and SLA who do not wish to receive shares of the REIT will have the option of electing to exchange their shares for shares in First American Strategic Income Portfolio Inc., a newly formed closed-end management investment company with investment policies, restrictions and strategies substantially similar to those of the fund, BSP, CSP, and SLA. This transaction is subject to review by the SEC, approval by the fund's shareholders, and certain other conditions. There is no assurance that the transaction will be completed.

(7) Indemnifications

The fund enters into contracts that contain a variety of indemnifications. The fund's maximum exposure under these arrangements is unknown. However, the fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

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(8) Financial Highlights Per-share data for a share of capital stock outstanding throughout each period and selected information for each period are as follows:

	Year Ended November 30,
	2004			2003			2002			2001			2000
Per-Share Data
Net asset value, beginning of period	$	12.67		$	12.61		$	12.63		$	12.51		$	12.35
Operations:
Net investment income		0.94			0.89			0.96			1.05			0.97
Net realized and unrealized gains (losses) on investments		(0.10	)		0.04			0.05			0.13			0.15
Total from operations		0.84			0.93			1.01			1.18			1.12
Distributions to shareholders:
From net investment income		(0.87	)		(0.87	)		(1.03	)		(1.06	)		(0.96	)
Net asset value, end of period	$	12.64		$	12.67		$	12.61		$	12.63		$	12.51
Market value, end of period	$	12.00		$	12.80		$	12.05		$	12.79		$	11.19
Selected Information
Total return, net asset value (a)		6.85	%		7.65	%		8.32	%		9.85	%		9.55	%
Total return, market value (b)		0.48	%		13.92	%		2.32	%		24.73	%		6.68	%
Net assets at end of period (in millions)	$	54		$	54		$	53		$	53		$	53
Ratio of expenses to average weekly net assets		1.45	%		2.00	%		2.81	%		2.70	%		3.92	%
Ratio of expenses to average weekly net assets excluding interest  expense		1.17	%		1.39	%		1.63	%		1.34	%		1.56	%
Ratio of net investment income to average weekly net assets		7.46	%		7.08	%		7.56	%		8.25	%		7.85	%
Portfolio turnover rate		26	%		50	%		18	%		30	%		32	%
Amount of borrowings outstanding at end of period (in millions)	$	7		$	16		$	17		$	22		$	12
Per-share amount of borrowings outstanding at end of period	$	1.64		$	3.69		$	3.92		$	5.19		$	2.77
Per-share amount of net assets, excluding borrowings, at end of period	$	14.28		$	16.36		$	16.53		$	17.82		$	15.28
Asset coverage ratio (c)		872	%		443	%		421	%		343	%		552	%

(a)  Assumes reinvestment of distributions at net asset value.

(b)  Assumes reinvestment of distributions at actual prices pursuant to the fund's dividend reinvestment plan.

(c)  Represents net assets, excluding borrowings, at end of period divided by borrowings outstanding at end of period.

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Schedule of INVESTMENTS

American Strategic Income Portfolio  November 30, 2004

Description of Security	Date Acquired	Par Value			Cost		Value (a)
(Percentages of each investment category relate to net assets)
U.S. Government Agency Mortgage-Backed Securities - 23.6%
Fixed Rate - 23.6%
FHLMC, 5.50%, 1/1/18		$	1,298,105	(b)	$	1,340,091	$	1,337,451
FHLMC, 9.00%, 7/1/30			308,320			316,535		335,683
FNMA, 6.00%, 10/1/16			831,555	(b)		848,354		873,133
FNMA, 5.00%, 7/1/18			3,148,664	(b)		3,144,047		3,189,975
FNMA, 6.50%, 6/1/29			370,220	(b)		367,696		389,309
FNMA, 7.50%, 3/1/30			1,072,524			1,054,991		1,145,159
FNMA, 7.50%, 5/1/30			93,068	(b)		89,925		99,671
FNMA, 8.00%, 5/1/30			20,596	(b)		20,334		22,275
FNMA, 6.00%, 5/1/31			699,241	(b)		703,222		723,693
FNMA, 6.50%, 11/1/31			458,779	(b)		468,955		481,433
FNMA, 5.50%, 7/1/33			3,955,218			3,907,869		3,999,715
Total U.S. Government Agency Mortgage-Backed Securities						12,262,019		12,597,497
Whole Loans and Participation Mortgages (c,d,e) - 61.1%
Commercial Loans - 35.2%
Advance Self Storage, 9.13%, 12/1/05	11/29/00		1,220,196			1,220,196		1,244,600
Buca Restaurant, 8.63%,1/1/11	12/27/00		907,179			907,179		952,538
Dixie Highway, 6.93%, 9/1/11	08/31/04		848,078			848,078		890,482
Hampden Medical Office, 7.38%, 10/1/12	09/09/02		1,749,423			1,749,423		1,836,894
Integrity Plaza Shopping Center, 7.88%, 7/1/12	06/11/02		2,087,873			2,087,873		2,147,824
Metro Center, 5.20%, 5/1/09	04/07/04		2,625,763			2,625,763		2,666,121
Murphy Industrial Building, 5.38%, 10/1/07	09/29/04		1,450,000			1,450,000		1,492,050
Orchard Commons, 8.75%,4/1/11	03/28/01		996,188			996,188		1,045,998
Pacific Periodicals Building, 8.03%, 1/1/08	12/09/97		1,225,294			1,225,294		1,274,306

See accompanying Notes to Schedule of Investments.

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American Strategic Income Portfolio
(Continued)

Description of Security	Date Acquired	Par Value		Cost		Value (a)
Rockwood Galleria, 7.25%,2/1/11	01/06/03	$	1,575,855	$	1,575,855	$	1,520,640
Schendel Office Building, 8.20%, 10/1/07	09/30/97		1,017,800		1,017,800		755,026
Stephens Center, 6.38%, 9/1/10	08/21/03		1,374,693		1,374,693		1,443,427
Voit Office Building, 8.13%, 9/1/08	08/17/01		1,515,841		1,515,841		1,561,316
					18,594,183		18,831,222
Multifamily Loans - 22.8%
Applewood Manor, 8.63%, 1/1/08	12/23/93		620,484		617,381		639,013
Cascade Village, 5.25%, 12/1/09	11/23/04		1,600,000		1,600,000		1,641,282
Charleston Plaza Apartments, 7.38%, 7/1/08	07/01/98		1,423,264		1,423,264		1,480,193
Franklin Woods Apartments, 6.00%, 3/1/10	02/24/95		1,011,099		1,008,365		1,051,517
Hunt Club Apartments, 5.68%, 7/1/11	06/03/04		1,235,393		1,235,393		1,286,856
Park Hollywood, 7.38%, 6/1/12	05/31/02		1,152,039		1,152,039		1,209,640
Rush Oaks Apartments, 7.78%, 12/1/07	11/26/97		489,774		489,774		509,365
Vanderbilt Condominiums, 8.04%, 10/1/09	09/29/99		1,141,323		1,141,323		1,198,389
Villa Bonita, Chez Royalle, Fitzhugh Apartments I, 7.25%, 3/1/06	02/21/03		1,900,000		1,900,000		1,938,000
Villa Bonita, Chez Royalle, Fitzhugh Apartments II, 9.88%, 3/1/06	02/21/03		350,000		350,000		280,126
Woodland Garden Apartments, 7.38%, 9/1/08	08/26/98		990,925		990,925		995,847
					11,908,464		12,230,228
Single Family Loans - 3.1%
Aegis, 10.00%, 3/26/10	10/26/95		48,225		45,558		49,672
Aegis II, 9.66%, 1/28/14	12/28/95		36,343		33,299		37,433

See accompanying Notes to Schedule of Investments.

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Schedule of INVESTMENTScontinued

American Strategic Income Portfolio
(Continued)

Description of Security	Date Acquired	Par Value		Cost		Value (a)
American Portfolio, 4.88%, 10/18/15	07/18/95	$	26,627	$	25,364	$	27,426
Anivan, 5.19%, 4/14/12	06/14/96		103,616		104,286		106,724
Bank of New Mexico, 6.23%, 3/31/10	05/31/96		79,630		78,151		82,019
Bluebonnet Savings and Loan, 6.66%, 8/31/10	05/22/92		200,782		183,952		206,806
Bluebonnet Savings and Loan II, 11.50%, 8/31/10	05/22/92		8,969		8,788		8,937
CLSI Allison Williams, 9.38%, 8/1/17	02/28/92		56,543		52,005		56,076
Cross Roads Savings and Loan, 6.25%, 1/1/21	01/07/92		41,223		38,985		41,317
Cross Roads Savings and Loan II, 8.34%, 1/1/21	01/07/92		59,618		56,068		61,407
Fairbanks, Utah, 5.50%, 9/23/15	05/21/92		23,504		19,949		24,210
First Boston Mortgage Pool, 9.04%, 11/5/07	06/23/92		70,666		57,756		72,786
Huntington MEWS, 9.00%, 8/1/17	01/22/92		40,850		35,267		42,076
Knutson Mortgage Portfolio I, 9.37%, 8/1/17	02/26/92		186,580		178,039		192,177
McClemore, Matrix Funding Corporation, 10.50%, 9/30/12	09/09/92		49,362		46,894		50,843
Nomura III, 8.20%, 4/29/17	09/29/95		388,121		350,840		394,189
Rand Mortgage Corporation, 9.50%, 8/1/17	02/01/92		70,204		57,590		72,310
Salomon II, 9.34%, 11/23/14	12/23/94		79,129		68,877		81,502
Valley Bank of Commerce, N.M., 9.01%, 8/31/10	05/07/92		32,567		27,703		33,544
					1,469,371		1,641,454
Total Whole Loans and Participation Mortgages					31,972,018		32,702,904

See accompanying Notes to Schedule of Investments.

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American Strategic Income Portfolio
(Continued)

Description of Security	Date Acquired	Shares		Cost		Value (a)
Preferred Stocks - 10.8%
Real Estate Investment Trusts - 10.8%
AMB Property, Series L	09/07/04		14,500	$	359,755	$	359,781
AMB Property, Series M	09/08/04		5,600		139,850		140,000
BRE Properties, Series B	01/28/03		20,500		539,150		556,780
CarrAmerica Realty Corp., Series E	09/08/04		7,400		190,525		192,992
Developers Divers Realty	01/08/03		13,000		338,650		346,450
Duke Realty Corp., Series J	09/08/04		2,100		52,246		53,550
Duke Realty Corp., Series K	09/08/04		6,200		152,826		155,620
Equity Residential Properties, Series D	08/15/02		1,600		42,553		45,168
Equity Residential Properties, Series N	09/14/04		20,100		500,946		502,098
Federal Realty Investment Trust	01/21/03		22,000		580,483		590,700
HRPT Properties Trust, Series A	01/09/03		8,400		225,120		225,540
HRPT Properties Trust, Series B	01/08/03		14,000		364,477		383,320
Kimco Realty, Series F	09/15/04		19,400		500,619		510,026
Prologis Trust, Series F	09/08/04		6,700		167,835		170,314
Prologis Trust, Series G	09/08/04		13,200		330,984		336,468
PS Business Park, Series D	01/29/03		11,500		308,161		310,730
PS Business Park, Series F	01/21/03		10,500		276,103		283,500
Public Storage, Series A	09/08/04		6,000		144,291		146,580
Public Storage, Series X	09/07/04		3,000		74,330		75,270
Public Storage, Series Z	09/08/04		11,500		282,309		285,775
Vornado Realty Trust, Series E	09/07/04		4,800		121,338		129,600
Total Preferred Stocks					5,692,551		5,800,262
Total Investments in Unaffiliated Securities					49,926,588		51,100,663
Affiliated Money Market Fund (f) - 17.2%
First American Prime Obligations Fund, Class Z			9,215,892		9,215,892		9,215,892
Total Investments in Securities (g) - 112.7%				$	59,142,480	$	60,316,555

See accompanying Notes to Schedule of Investments.

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29

Schedule of INVESTMENTScontinued

Notes to Schedule of Investments:

(a)  Securities are valued in accordance with procedures described in note 2 in Notes to Financial Statements.

(b)  On November 30, 2004, securities valued at $7,116,940 were pledged as collateral for the following outstanding reverse repurchase agreement:

Amount		Acquisition Date		Rate			Due		Accrued Interest		Name of Broker and Description of Collateral
$	6,930,637		11/8/04		2.07	%*		12/8/04	$	9,166		(1	)

*Interest rate as of November 30, 2004. Rate is based on the London InterBank Offered Rate (LIBOR) plus a spread and reset monthly.

Name of broker and description of collateral:

  (1)  Morgan Stanley:

FHLMC, 5.50%, 1/1/18, $1,298,105 par

FNMA, 6.00%, 10/1/16, $831,555 par

FNMA, 5.00%, 7/1/18, $3,148,664 par

FNMA, 6.50%, 6/1/29, $370,220 par

FNMA, 7.50%, 5/1/30, $93,068 par

FNMA, 8.00%, 5/1/30, $20,596 par

FNMA, 6.00%, 5/1/31, $699,241 par

FNMA, 6.50%, 11/1/31, $458,779 par

(c)  Interest rates on commercial and multifamily loans are the rates in effect on November 30, 2004. Interest rates and maturity dates disclosed on single family loans represent the weighted average coupon and weighted average maturity for the underlying mortgage loans as of November 30, 2004.

(d)  Commercial and multifamily loans are described by the name of the mortgaged property. Pools of single family loans are described by the name of the institution from which the loans were purchased. The geographical location of the mortgaged properties and, in the case of single family, the number of loans, is presented below.

Commercial Loans:

Advance Self Storage – Lincoln, NE

Buca Restaurant – Maple Grove, MN

Dixie Highway – Pompano Beach, FL

Hampden Medical Office – Englewood, CO

Integrity Plaza Shopping Center – Albuquerque, NM

Metro Center – Albuquerque, NM

Murphy Industrial Building – Irvine, CA

Orchard Commons – Englewood, CO

Pacific Periodicals Building – Lakewood, WA

Rockwood Galleria – Gresham, OR

Schendel Office Building – Beaverton, OR

Stephens Center – Missoula, MT

Voit Office Building – Orange, CA

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30

Multifamily Loans:

Applewood Manor – Duluth, MN

Cascade Village – Cascade Township, MI

Charleston Plaza Apartments – Las Vegas, NV

Franklin Woods Apartments – Franklin, NH

Hunt Club Apartments – Waco, TX

Park Hollywood – Portland, OR

Rush Oaks Apartments – LaPorte, TX

Vanderbilt Condominiums – Austin, TX

Villa Bonita, Chez Royalle, Fitzhugh Apartments I – Dallas, TX

Villa Bonita, Chez Royalle, Fitzhugh Apartments II – Dallas, TX

Woodland Garden Apartments – Arlington, WA

Single Family Loans:

Aegis – 1 loan, Massachussetts

Aegis II – 2 loans, midwestern United States

American Portfolio – 1 loan, California

Anivan – 1 loan, Maryland

Bank of New Mexico – 2 loans, New Mexico

Bluebonnet Savings and Loan – 7 loans, Texas

Bluebonnet Savings and Loan II – 1 loan, Texas

CLSI Allison Williams – 5 loans, Texas

Cross Roads Savings and Loan – 1 loan, Oklahoma

Cross Roads Savings and Loan II – 3 loans, Oklahoma

Fairbanks, Utah – 1 loan, Utah

First Boston Mortgage Pool – 5 loans, United States

Huntington MEWS – 1 loan, New Jersey

Knutson Mortgage Portfolio I – 3 loans, midwestern United States

McClemore, Matrix Funding Corporation – 1 loan, North Carolina

Nomura III – 7 loans, midwestern United States

Rand Mortgage Corporation – 2 loans, Texas

Salomon II – 2 loans, midwestern United States

Valley Bank of Commerce, N.M. – 4 loans, New Mexico

(e)  Securities purchased as part of a private placement which have not been registered with the Securities and Exchange Commission under the Securities Act of 1933 and are considered to be illiquid. These securities are fair valued in accordance with the board approved valuation procedures. On November 30, 2004, the total value of fair valued securities was $32,702,904 or 61.1% of net assets.

(f)  Investment in affiliated security. This money market fund is advised by U.S. Bancorp Asset Management, Inc., which also serves as the advisor for the fund. See note 3 in Notes to Financial Statements.

(g)  On November 30, 2004, the cost of investments in securities for federal income tax purposes was $59,564,419. The aggregate gross unrealized appreciation and depreciation of investments in securities, based on this cost were as follows:

Gross unrealized appreciation	$	1,142,689
Gross unrealized depreciation		(390,504	)
Net unrealized appreciation	$	752,135

Abbreviations:

FHLMC – Federal Home Loan Mortgage Corporation

FNMA – Federal National Mortgage Association

2004 Annual Report

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31

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
American Strategic Income Portfolio Inc. :

We have audited the accompanying statement of assets and liabilities of American Strategic Income Portfolio Inc., including the schedule of investments, as of November 30, 2004, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included examination or confirmation of securities owned as of November 30, 2004, with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of American Strategic Income Portfolio Inc. at November 30, 2004, the results of its operations and cash flows for the year then ended, changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with U.S. generally accepted accounting principles.

Minneapolis, Minnesota
January 7, 2005

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32

Federal Income Tax INFORMATION(Unaudited)

The following per-share information describes the federal tax treatment of distributions made during the fiscal year. Distributions for the calendar year will be reported to you on Form 1099-DIV. Please consult a tax advisor on how to report these distributions at the state and local levels.

Income Distributions (taxable as ordinary dividends, none qualifying for deduction by corporations or qualifying as qualified dividend income for individuals)

Payable Date	Amount
December  7, 2003	$	0.0725
January  9, 2004		0.0725
February 25, 2004		0.0725
March 24, 2004		0.0725
April 28, 2004		0.0725
May 26, 2004		0.0725
June 23, 2004		0.0725
July 28, 2004		0.0725
August 25, 2004		0.0725
September 22, 2004		0.0725
October 27, 2004		0.0725
November 24, 2004		0.0725
Total	$	0.8700

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NOTICE TO SHAREHOLDERS(Unaudited)

Annual Meeting Results

  An annual meeting of the fund's shareholders was held on September 15, 2004. Each matter voted upon at that meeting, as well as the number of votes cast for, against or withheld, the number of abstentions, and the number of broker non-votes with respect to such matters, are set forth below.

  1.  The fund's shareholders elected the following nine directors:

	Shares Voted "For"		Shares Withholding Authority to Vote
Benjamin R. Field III		3,945,949		80,335
Mickey P. Foret		3,945,949		80,335
Roger A. Gibson		3,945,949		80,335
Victoria J. Herget		3,945,142		81,142
Leonard W. Kedrowski		3,944,293		81,991
Richard K. Riederer		3,944,293		81,991
Joseph D. Strauss		3,945,249		81,035
Virginia L. Stringer		3,943,700		82,584
James M. Wade		3,945,949		80,335

  2.  The fund's shareholders ratified the selection by the fund's board of directors of Ernst & Young LLP as the independent registered public accounting firm for the fund for the fiscal year ending November 30, 2004. The following votes were cast regarding this matter:

Shares Voted "For"		Shares Voted "Against"		Abstentions		Broker Non-Votes
	3,754,666		257,959		13,659		-

Terms and Conditions of the Dividend Reinvestment Plan

As a shareholder, you may choose to participate in the Dividend Reinvestment Plan. It's a convenient and economical way to buy additional shares of the fund by

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automatically reinvesting dividends and capital gains. The plan is administered by EquiServe, the plan agent.

Eligibility/Participation

You may join the plan at any time. Reinvestment of distributions will begin with the next distribution paid, provided your request is received at least 10 days before the record date for that distribution.

If your shares are in certificate form, you may join the plan directly and have your distributions reinvested in additional shares of the fund. To enroll in this plan, call EquiServe at 800-543-5523. If your shares are registered in your brokerage firm's name or another name, ask the holder of your shares how you may participate.

Banks, brokers, or nominees, on behalf of their beneficial owners who wish to reinvest dividend and capital gains distributions, may participate in the plan by informing EquiServe at least 10 days before each share's dividend and/or capital gains distribution.

Plan Administration

Beginning no more than 5 business days before the dividend payment date, EquiServe will buy shares of the fund on the New York Stock Exchange (NYSE) or elsewhere on the open market only when the price of the fund's shares on the NYSE plus commissions is at less than a 5% premium over the fund's most recently calculated net asset value (NAV) per share. If, at the close of business on the dividend payment date, the shares purchased in the open market are insufficient to satisfy the dividend reinvestment requirement, EquiServe will accept payment of the dividend, or the remaining portion, in authorized but unissued shares of the fund. These shares will be issued at a per-share price equal to

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NOTICE TO SHAREHOLDERS(Unaudited) continued

the higher of (a) the NAV per share as of the close of business on the payment date or (b) 95% of the closing market price per share on the payment date.

By participating in the dividend reinvestment plan, you may receive benefits not available to shareholders who elect not to participate. For example, if the market price plus commissions of the fund's shares is 5% or more above the NAV, you will receive shares at a discount of up to 5% from the current market value. However, if the market price plus commissions is below the NAV, you will receive distributions in shares with an NAV greater than the value of any cash distributions you would have received.

There is no direct charge for reinvestment of dividends and capital gains, since EquiServe fees are paid for by the fund. However, if fund shares are purchased in the open market, each participant pays a pro rata portion of the brokerage commissions. Brokerage charges are expected to be lower than those for individual transactions because shares are purchased for all participants in blocks. As long as you continue to participate in the plan, distributions paid on the shares in your account will be reinvested.

EquiServe maintains accounts for plan participants holding shares in certificate form and will furnish written confirmation of all transactions, including information you need for tax records. Reinvested shares in your account will be held by EquiServe in noncertificated form in your name.

Tax Information

Distributions invested in additional shares of the fund are subject to income tax, to the same extent as if received in cash. 

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When shares are issued by the fund at a discount from market value, shareholders will be treated as having received distributions of an amount equal to the full market value of those shares. Shareholders, as required by the Internal Revenue Service, will receive Form 1099 regarding the federal tax status of the prior year's distributions.

Plan Withdrawal

If you hold your shares in certificate form, you may terminate your participation in the plan at any time by giving written notice to EquiServe. If your shares are registered in your brokerage firm's name, you may terminate your participation via verbal or written instructions to your investment professional. Written instructions should include your name and address as they appear on the certificate or account.

If notice is received at least 10 days before the record date, all future distributions will be paid directly to the shareholder of record.

If your shares are issued in certificate form and you discontinue your participation in the plan, you (or your nominee) will receive an additional certificate for all full shares and a check for any fractional shares in your account.

Plan Amendment/Termination

The fund reserves the right to amend or terminate the plan. Should the plan be amended or terminated, participants will be notified in writing at least 90 days before the record date for such dividend or distribution. The plan may also be amended or terminated by EquiServe with at least 90 days written notice to participants in the plan.

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NOTICE TO SHAREHOLDERS(Unaudited) continued

Any questions about the plan should be directed to your investment professional or to EquiServe LP, P.O. Box 43010, Providence, RI 02940-3010, 800-426-5523.

How to Obtain a Copy of the Fund's Proxy Voting Policies and Proxy Voting Record

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities, as well as information regarding how the fund voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, is available (1) without charge upon request by calling 800.677.FUND; (2) at firstamericanfunds.com; and (3) on the U.S. Securities and Exchange Commission's website at http://www.sec.gov.

Quarterly Portfolio Holdings Information

The fund files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the Securities and Exchange Commission on Form N-Q. The fund's Forms N-Q are available (1) without charge upon request by calling 800.677.FUND; (2) at firstamericanfunds.com; and (3) on the U.S. Securities and Exchange Commission's website at http://www.sec.gov. In addition, you may review and copy the fund's Forms N-Q at the Commissions Public Reference Room in Washington D.C. You may obtain information on the operation of the Public Reference Room by calling 1-800-SEC-0330.

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NOTICE TO SHAREHOLDERS(Unaudited) continued

Directors and Officers of the Fund
Independent Directors

Name, Address, and Year of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships Held by Director†
Benjamin R. Field III P.O. Box 1329 Minneapolis, MN 55440-1329 (1938)	Director	Directors serve for a one-year term that expires at the next annual meeting of shareholders. Director of ASP since September 2003.	Retired; Senior Financial Advisor, Bemis Company, Inc. from May 2002 through March 2003; Senior Vice President, Chief Financial Officer and Treasurer, Bemis, through April 2002.	First American Funds Complex: eleven registered investment companies, including fifty-six portfolios	None
Mickey P. Foret P.O. Box 1329 Minneapolis, MN 55440-1329 (1945)	Director	Directors serve for a one-year term that expires at the next annual meeting of shareholders. Director of ASP since September 2003.	Consultant to Northwest Airlines, Inc. since 2002; Executive Vice President and Chief Financial Officer, Northwest Airlines, through 2002.	First American Funds Complex: eleven registered investment companies, including fifty-six portfolios	ADC Telecommu-nications, Inc. MAIR Holdings, Inc. (a regional airlines holding company) URS Corporation (an engineering firm)
Roger A. Gibson P.O. Box 1329 Minneapolis, MN 55440-1329 (1946)	Director	Directors serve for a one-year term that expires at the next annual meeting of shareholders. Director of ASP since August 1998.	Retired; Vice President, Cargo–United Airlines, from July 2001 through July 2004; Vice President, North America-Mountain Region, United Airlines, prior to July 2001.	First American Funds Complex: eleven registered investment companies, including fifty-six portfolios	None
Victoria J. Herget P.O. Box 1329 Minneapolis, MN 55440-1329 (1951)	Director	Directors serve for a one-year term that expires at the next annual meeting of shareholders. Director of ASP since September 2003.	Investment consultant and non-profit board member since 2001; Managing Director of Zurich Scudder Investments through 2001.	First American Funds Complex: eleven registered investment companies, including fifty-six portfolios	None
Leonard W. Kedrowski P.O. Box 1329 Minneapolis, MN 55440-1329 (1941)	Director	Directors serve for a one-year term that expires at the next annual meeting of shareholders. Director of ASP since August 1998.	Owner, Executive and Management Consulting, Inc., a management consulting firm; Board member, GC McGuiggan Corporation (dba Smyth Companies), a label printer; former Chief Executive Officer, Creative Promotions International, LLC, a promotional award programs and products company, through October 2003; Advisory Board member, Designer Doors, manufacturer of designer doors, through 2002	First American Funds Complex: eleven registered investment companies, including fifty-six portfolios	None
Richard K. Riederer P.O. Box 1329 Minneapolis, MN 55440-1329 (1944)	Director	Directors serve for a one-year term that expires at the next annual meeting of shareholders. Director of ASP since August 2001.	Retired; Director, President, and Chief Executive Officer, Weirton Steel, through 2001.	First American Funds Complex: eleven registered investment companies, including fifty-six portfolios	Cleveland-Cliffs Inc (a producer of iron ore pellets)

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NOTICE TO SHAREHOLDERS(Unaudited) continued

Directors and Officers of the Fund continued
Independent Directorscontinued

Name, Address, and Year of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships Held by Director†
Joseph D. Strauss P.O. Box 1329 Minneapolis, MN 55440-1329 (1940)	Director	Directors serve for a one-year term that expires at the next annual meeting of shareholders. Director of ASP since August 1998.	Owner and President, Strauss Management Company, a Minnesota holding company for various organizational management business ventures; owner, Chairman, and Chief Executive Officer, Community Resource Partnerships, Inc., a company engaged in strategic planning, operations management, government relations, transportation planning, and public relations; attorney at law; Partner and Chairman, ExcensusTM, LLC, a demographic services company.	First American Funds Complex: eleven registered investment companies, including fifty-six portfolios	None
Virginia L. Stringer P.O. Box 1329 Minneapolis, MN 55440-1329 (1944)	Chair; Director	Directors serve for a one-year term that expires at the next annual meeting of shareholders. Chair term three years, assuming reelection as a director. Chair of ASP's board since 1998; current term expires September 2006. Director of ASP since August 1998.	Owner and President, Strategic Management Resources, Inc., a management consulting firm; Executive Consultant for State Farm Insurance Cos.	First American Funds Complex: eleven registered investment companies, including fifty-six portfolios	None
James M. Wade P.O. Box 1329 Minneapolis, MN 55440-1329 (1943)	Director	Directors serve for a one-year term that expires at the next annual meeting of shareholders. Director of ASP since August 2001.	Owner and President, Jim Wade Homes, a homebuilding company, since 1999.	First American Funds Complex: eleven registered investment companies, including fifty-six portfolios	None

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†Includes only directorships in a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act or subject to the requirements of Section 15(d) of the Securities Exchange Act, or any company registered as an investment company under the Investment Company Act.

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NOTICE TO SHAREHOLDERS(Unaudited) continued

Directors and Officers of the Fund continued
Officers

Name, Address, and Year of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Thomas S. Schreier, Jr. U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1962)*	President	Re-elected by the Board annually; President of ASP since February 2001.	Chief Executive Officer of the Advisor since May 2001; prior thereto, Chief Executive Officer of First American Asset Management since December 2000 and of Firstar Investment & Research Management Company ("FIRMCO") since February 2001; Senior Managing Director and Head of Equity Research of U.S. Bancorp Piper Jaffray from October 1998 through December 2000; prior to October 1998, Senior Airline Equity Analyst and a Director in the Equity Research Department of Credit Suisse First Boston.
John G. Wenker U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, Minnesota 55402 (1953)*	Senior Vice President	Re-elected by the Board annually; Senior Vice President of ASP since May 2001.	Managing Director of U.S. Bancorp Asset Management, Inc. since May 2001; Managing Director of First American Asset Management from 1998 to May 2001; Managing Director of the Fixed Income Department at Piper Jaffray Inc. from 1992 to 1998.
Mark S. Jordahl U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1960)*	Vice President- Investments	Re-elected by the Board annually; Vice President–Investments of ASP since September 2001.	Chief Investment Officer of U.S. Bancorp Asset Management, Inc., since September 2001; President and Chief Investment Officer, ING Investment Management–Americas, September 2000 to June 2001; Senior Vice President and Chief Investment Officer, ReliaStar Financial Corp., January 1998 to September 2000.
Jeffery M. Wilson U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1956)*	Vice President- Administration	Re-elected by the Board annually; Vice President–Administration of ASP since March 2000.	Senior Vice President of U.S. Bancorp Asset Management, Inc. since May 2001; prior thereto, Senior Vice President of First American Asset Management.
Russell J. Kappenman U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, Minnesota 55402 (1964)*	Vice President- and Assistant Secretary	Re-elected by the Board annually; Vice President and Assistant Secretary of ASP since May 2001.	Managing Director of U.S. Bancorp Asset Management, Inc. since May 2001; Vice President of First American Asset Management from 1998 to May 2001; tax manager and fixed-income analyst with Piper Jaffray Inc. through 1998.
Julene R. Melquist U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, Minnesota 55402 (1966)*	Vice President	Re-elected by the Board annually; Vice President of ASP since May 2001.	Vice President of U.S. Bancorp Asset Management, Inc. since May 2001; analyst with First American Asset Management from 1998 to May 2001; Assistant Vice President with Piper Capital Management, Inc. through 1998.
Charles D. Gariboldi, Jr., U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1959)*	Treasurer	Re-elected by the Board annually; Treasurer of ASP since December 2004.	Mutual Funds Treasurer, U.S. Bancorp Asset Management, Inc., since October 2004; prior thereto, Vice President for investment accounting and Fund Treasurer of Thrivent Financial for Lutherans.
Douglas A. Paul U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall, Minneapolis, MN 55402 (1947)*	Chief Compliance Officer	Re-elected by the Board annually; Chief Compliance Officer of ASP since June 2004.	Chief Compliance Officer of U.S. Bancorp Asset Management, Inc. since June 2004; prior thereto, Partner, Kirkpatrick & Lockhart LLP since March 2000; prior thereto Director of Compliance, Associate General Counsel, Vice President, American Century Investments.
Kathleen L. Prudhomme U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall, Minneapolis, MN 55402 (1953)*	Secretary	Re-elected by the Board annually; Secretary of ASP since December 2004; prior thereto, Assistant Secretary of ASP since September 1999.	Deputy General Counsel, U.S. Bancorp Asset Management, Inc., since November 2004; prior thereto, Partner, Dorsey & Whitney LLP, a Minneapolis-based law firm.

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NOTICE TO SHAREHOLDERS(Unaudited) continued

Directors and Officers of the Fund continued
Officers continued

Name, Address, and Year of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Brett L. Agnew U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall, Minneapolis, MN 55402 (1971)*	Assistant Secretary	Re-elected by the Board annually; Assistant Secretary of ASP since December 2004.	Attorney, U.S. Bancorp Asset Management, Inc., since August 2004; 2001-2004, Senior Counsel, Thrivent Financial for Lutherans; prior thereto, Consultant, Principal Financial Group.
James D. Alt 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402 (1951)	Assistant Secretary	Re-elected by the Board annually; Assistant Secretary of ASP since December 2004; prior thereto, Secretary of ASP since June 2002; Assistant Secretary of ASP from September 1999 to June 2002.	Partner, Dorsey & Whitney LLP, a Minneapolis-based law firm.

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*Messrs. Schreier, Wenker, Jordahl, Wilson, Kappenman, Gariboldi, Paul and Agnew, Ms. Melquist and
Ms. Prudhomme are each employees of U.S. Bancorp Asset Management, Inc., which serves as
investment advisor for the fund.

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Board of DIRECTORS

VIRGINIA STRINGER

Chairperson of American Strategic Income Portfolio Inc.

Owner and President of Strategic Management Resources, Inc.

BENJAMIN FIELD III

Director of American Strategic Income Portfolio Inc.

Retired; former Senior Financial Advisor, Senior Vice President, Chief Financial Officer, and Treasurer of Bemis Company, Inc.

MICKEY FORET

Director of American Strategic Income Portfolio Inc.

Consultant to, and formerly Executive Vice President and Chief Financial Officer of, Northwest Airlines, Inc.

ROGER GIBSON

Director of American Strategic Income Portfolio Inc.

Retired; former Vice President of Cargo-United Airlines

VICTORIA HERGET

Director of American Strategic Income Portfolio Inc.

Investment Consultant; former Managing Director of Zurich Scudder Investments

LEONARD KEDROWSKI

Director of American Strategic Income Portfolio Inc.

Owner and President of Executive and Management Consulting, Inc.

RICHARD RIEDERER

Director of American Strategic Income Portfolio Inc.

Retired; former President and Chief Executive Officer of Weirton Steel

JOSEPH STRAUSS

Director of American Strategic Income Portfolio Inc.

Owner and President of Strauss Management Company

JAMES WADE

Director of American Strategic Income Portfolio Inc.

Owner and President of Jim Wade Homes

American Strategic Income Portfolio Inc.’s Board of Directors is comprised entirely of independent directors.

AMERICAN STRATEGIC INCOME PORTFOLIO INC.

2004 Annual Report

U.S. Bancorp Asset Management, Inc., is a wholly owned subsidiary of U.S. Bank National Association, which is a wholly owned subsidiary of U.S. Bancorp.

	This document is printed on paper containing 10% postconsumer waste.
1/2005  0437-04  ASP-AR

Item 2—Code of Ethics

(a) The registrant has adopted a code of ethics (designated as the “Code of Ethical Conduct”) that applies to its principal executive officer and principal financial officer.

(b) During the period covered by this report, there were no amendments to the provisions of the Code of Ethical Conduct.

(c) During the period covered by this report, the registrant did not grant any waivers, including implicit waivers, from any provisions of its Code of Ethical Conduct.

(d) The registrant undertakes to furnish a copy of its Code of Ethical Conduct to any person upon request, without charge, by calling 1-800-677-3863.

Item 3—Audit Committee Financial Expert

The registrant’s Board of Directors has determined that Leonard W. Kedrowski, Benjamin R. Field III, and Mickey P. Foret, members of the registrant’s Audit Committee, are each an “audit committee financial expert” and are “independent,” as these terms are defined in this Item.

Item 4—Principal Accountant Fees and Services

(a) Audit Fees - - Ernst & Young LLP (“E&Y”) billed the registrant audit fees totaling $11,933 in the fiscal year ended November 30, 2004 and $12,431 in the fiscal year ended November 30, 2003, including fees associated with the annual audit, SEC Rule 17f-2 security count filings and filings of the registrant’s Form NCSR.

(b) Audit-Related Fees – E&Y billed the registrant audit-related fees totaling $1,001 in the fiscal year ended November 30, 2004 and $6,910 in the fiscal year ended November 30, 2003, for professional services associated with the semi-annual review of fund disclosures.

(c) Tax Fees - - E&Y billed the registrant fees of $2,447 in the fiscal year ended November 30, 2004 and $1,504 in the fiscal year ended November 30, 2003 for tax services, including tax compliance, tax advice and tax planning.  Tax compliance, tax advice and tax planning services primarily related to preparation of original and amended tax returns, timely RIC qualification reviews, and tax distribution analysis and planning.

(d) All Other Fees - There were no fees billed by E&Y for other services to the registrant during the fiscal years ended November 30, 2003 and 2004.

(e)(1) The audit committee’s pre-approval policies and procedures pursuant to paragraph (c)(7) of Rule 2-01 of Regulation S-X are set forth below:

Audit Committee policy regarding pre-approval of services provided by the Independent Auditor

The Audit Committee of the First American Funds has responsibility for ensuring that all services performed by the independent audit firm for the funds do not impair the firm’s independence.  This review is intended to provide reasonable oversight without removing management from its responsibility for day-to-day operations.  In this regard, the Audit Committee should:

•Understand the nature of the professional services expected to be provided and their impact on auditor independence and audit quality

•Examine and evaluate the safeguards put into place by the Company and the auditor to safeguard independence

•Meet quarterly with the partner of the independent audit firm

•Consider approving categories of service that are not deemed to impair independence for a one-year period

It is important that a qualitative rather than a mere quantitative evaluation be performed by the Committee in discharging its responsibilities.

Policy for Audit and Non-Audit Services Provided to the Funds

On an annual basis, the Audit Committee of the First American Funds (“Committee”) will review and consider whether to pre-approve the financial plan for audit fees as well as categories of audit-related and non-audit services that may be performed by the Fund’s independent audit firm directly for the Funds.  At least annually the Committee will receive a report from the independent audit firm of all audit and non-audit services, which were approved during the year.

The engagement of the independent audit firm for any non-audit service requires the written pre-approval of the Treasurer of the Funds and all non-audit services performed by the independent audit firm will be disclosed in the required SEC periodic filings.

In connection with the Audit Committee review and pre-approval responsibilities, the review by the Audit Committee will consist of the following:

Audit Services

The categories of audit services and related fees to be reviewed and considered for pre-approval annually by the Committee or its delegate include the following:

•Annual Fund financial statement audits

•Seed audits (related to new product filings, as required)

•SEC and regulatory filings and consents

Audit-related Services

In addition, the following categories of audit-related services are deemed to be consistent with the role of the independent firm and, as such, will be considered for pre-approval by the Committee or its delegate, on an annual basis.

•Accounting consultations

•Fund merger support services

•Other accounting related matters

•Agreed Upon Procedure Reports

•Attestation Reports

•Other Internal Control Reports

Notwithstanding any annual pre-approval of these categories of services, individual projects with an estimated fee in excess of $25,000 are subject to pre-approval by the Audit Committee Chair or its delegate on a case-by-case basis.  Individual projects with an estimated fee in excess of $50,000 are subject to pre-approval by the Audit Committee or its delegate on a case-by-case basis.

Tax Services

The following categories of tax services are deemed to be consistent with the role of the independent audit firm and, as such, will be considered for pre-approval by the Committee or its delegate, on an annual basis.

•Tax compliance services related to the filing or amendment of the following:

•Federal, state and local income tax compliance, and

•Sales and use tax compliance

•Timely RIC qualification reviews

•Tax distribution analysis and planning

•Tax authority examination services

•Tax appeals support services

•Accounting methods studies

•Fund merger support services

•Tax consulting services and related projects

Notwithstanding any annual pre-approval of these categories of services, individual projects with an estimated fee in excess of $25,000 are subject to pre-approval by the Audit Committee Chair or its delegate on a case-by-case basis.  Individual projects with an estimated fee in excess of $50,000 are subject to pre-approval by the Audit Committee or its delegate on a case-by-case basis.

Other Non-audit Services

The SEC auditor independence rules adopted in response to the Sarbanes-Oxley Act specifically allow certain non-audit services.  Because of the nature of these services, none of these services may be commenced by the independent firm without the prior approval of the Audit Committee.  The Committee may delegate this responsibility to one or more of the Committee members, with the decisions presented to the full Committee at the next scheduled meeting.

Proscribed Services

In accordance with SEC rules on independence, the independent audit firm is prohibited from performing services in the following categories of non-audit services:

•Management functions

•Accounting and bookkeeping services

•Internal audit services

•Financial information systems design and implementation

•Valuation services supporting the financial statements

•Actuarial services supporting the financial statements

•Executive recruitment

•Expert services (e.g., litigation support)

•Investment banking

Policy for Pre-approval of Non-Audit Services Provided to Other Entities within the Investment Company Complex

The Audit Committee of the First American Funds is also responsible for pre-approving certain non-audit services provided to U.S. Bancorp Asset Management, U.S. Bank N.A., Quasar Distributors, U.S. Bancorp Fund Services, LLC and any other entity under common control with U.S. Bancorp Asset Management that provides ongoing services to the Funds.  The only non-audit services provided to these entities which require pre-approval are those services that relate directly to the operations and financial reporting of the Funds.

Although the Audit Committee is not required to pre-approve all services provided to U.S. Bancorp Asset Management and affiliated service providers, the Audit Committee will annually receive a report from the independent audit firm on the aggregate fees for all services provided to U.S. Bancorp and affiliates.

(e)(2) All of the services described in paragraphs (b) through (d) of this Item 4 that were provided to the registrant on or after May 6, 2003, the effective date of SEC rules relating to the pre-approval of non-audit services, were pre-approved by the audit committee.

 (f) All services performed on the engagement to audit the registrant’s financial statements for the most recent fiscal year end were performed by the principal accountant’s full-time, permanent employees.

(g) The aggregate non-audit fees billed by E&Y to the registrant, the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant, totaled $34,198 in the fiscal year ended November 30, 2004 and $126,695 in the fiscal year ended November 30, 2003, including services provided prior to May 6, 2003, the effective date of SEC rules relating to the pre-approval of non-audit services.

(h) The registrant’s audit committee has determined that the provision of non-audit services to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved and that were rendered on or after May 6, 2003 (the effective date of SEC rules relating to the pre-approval of non-audit services), is compatible with maintaining E&Y’s independence.

Item 5—Audit Committee of Listed Registrants

(a) The registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The members of such audit committee are Leonard W. Kedrowski, Benjamin R. Field III, Mickey P. Foret and Richard K. Riederer.  Virginia L. Stringer, Chair of the Board of Directors, serves ex officio as a non-voting member of such committee.

(b) Not applicable.

Item 6—Schedule of Investments

The schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7—Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

The registrant has delegated the voting of proxies relating to its voting securities to its investment advisor, U.S. Bancorp Asset Management, Inc. (“USBAM”).  The proxy voting policies and procedures of USBAM are as follows:

General Principles

U.S. Bancorp Asset Management, Inc. (“USBAM”) is the investment manager for the First American family of mutual funds and for other separately managed accounts.  As such, USBAM has been delegated the authority to vote proxies with respect to the investments held in client accounts, unless the client has specifically retained such authority in writing.  It is USBAM’s duty to vote proxies in the best interests of clients in a timely and responsive manner.  In voting proxies, USBAM also seeks to maximize total investment return for clients.

USBAM’s Investment Policy Committee, comprised of the firm’s most senior investment professionals, is charged with oversight of the proxy voting policies and procedures.  The Investment Policy Committee is responsible for (1) approving the proxy voting policies and procedures, (2) for overseeing the proxy voting process, and (3) for reviewing the proxy voting record on a regular basis.

Policies and Procedures

Policies.  The Investment Policy Committee, after reviewing and concluding that such policies are reasonably designed to vote proxies in the best interests of clients, has approved and adopted the proxy voting policies of ISS, a leading national provider of proxy voting administrative and research services.  As a result, such policies set forth USBAM’s positions on recurring proxy issues and criteria for addressing non-recurring issues.  A summary of these policies is attached. These policies are reviewed periodically and therefore are subject to change.  Even though it has adopted ISS’s policies, USBAM maintains the fiduciary responsibility for all proxy voting decisions.  In extraordinary situations, the Investment Policy Committee may decide to override a standard policy position for a particular vote, depending on the specific factual circumstances.

Procedures.   Responsibility for certain administrative aspects of proxy voting rests with USBAM’s Proxy Voting Administration Committee, which reports to the Investment Policy Committee.  The Proxy Voting Administration Committee also supervises the relationship with two outside firms that assist with the process, ISS and ADP Financial Services.  These firms apprise USBAM of shareholder meeting dates, forward proxy voting materials, provide USBAM with research on proxy proposals and voting recommendations and cast the actual proxy votes.  ISS also serves as USBAM’s proxy voting record keeper and generates reports on how proxies were voted.

Conflicts of Interest.  As an affiliate of U.S. Bancorp, currently the eighth largest financial services holding company in the United States, USBAM recognizes that there are numerous situations wherein it may have a theoretical or real conflict of interest in voting the proxies of issuers or proxy proponents (e.g., a special interest group) who are clients or potential clients of some part of the U.S.

Bancorp enterprise.  Directors and officers of such companies also may have personal or familial relationships with the U.S. Bancorp enterprise and its employees that could give rise to conflicts of interest.

Although USBAM strongly believes that, regardless of such real or theoretical conflicts of interest, it would always vote proxies in its clients’ best interests, by adopting ISS’s policies and generally deferring to ISS’s recommendations, USBAM believes the risk related to conflicts will be minimized.

To further minimize this risk, the Investment Policy Committee has also reviewed ISS’s conflict avoidance policy and has concluded that it adequately addresses both the theoretical and actual conflicts of interest the proxy voting service may face.

In the event an extraordinary situation arises in which (1) the Investment Policy Committee determines it is necessary in clients’ best interests to override a standard policy or (2) it is determined that ISS faces a material conflict of interest with respect to a specific vote, the Investment Policy Committee will direct ISS how to vote.  Before doing so, however, the Proxy Voting Administration Committee will confirm that USBAM and the Investment Policy Committee face no material conflicts of the nature discussed above.

If the Proxy Voting Administration Committee concludes a material conflict does exist, it will recommend a course of action designed to address the conflict to the Investment Policy Committee.  Such actions could include, but are not limited to:

•Obtaining instructions from the affected clients on how to vote the proxy;

•Disclosing the conflict to the affected clients and seeking their consent to permit USBAM to vote the proxy;

•Voting in proportion to the other shareholders;

•Recusing an Investment Policy Committee member from all discussion or consideration of the matter, if the material conflict is due to such person’s actual or potential conflict of interest; or

•Following the recommendation of a different independent third party.

In addition to all of the above, members of the Investment Policy Committee and the Proxy Voting Administration Committee must notify USBAM’s Chief Compliance Officer of any direct, indirect or perceived improper influence made by any employee, officer or director within the U.S. Bancorp enterprise or First American Fund complex with regard to how USBAM should vote proxies.  The Chief Compliance Officer will investigate the allegations and will report the findings to the USBAM Chief Executive Officer and the General Counsel.  If it is determined that improper influence was attempted, appropriate action shall be taken.  Such appropriate action may include disciplinary action, notification of the appropriate senior managers within the U.S. Bancorp enterprise, or notification of the appropriate regulatory authorities.  In all cases, the Investment Policy Committee shall not consider any improper influence in determining how to vote proxies and will vote in the best interests of clients.

Review and Reports

On a calendar quarterly basis, the Proxy Voting Administration Committee will review the proxy voting record to assess a number of matters, including the following:

•Whether proxy statements were timely forwarded to ISS;

•Whether proxy votes were cast on a timely basis;

•Whether proxy votes were cast consistent with the policies; and

•Where the guidelines were overridden, whether such vote was communicated to ISS in a timely manner and voted consistent with the communication.

The Proxy Voting Administration Committee will prepare a report on this review for submission to the Investment Policy Committee.  Such report will also review all identified conflicts and how they were addressed during the quarter.

The Investment Policy Committee, on a calendar quarterly basis, will review the report of the Proxy Voting Administration Committee, as well as ISS’s proxy voting policies and conflict of interest policies.  The purpose of this review is to ensure USBAM is voting proxies in a timely and responsive manner in the best interests of clients.   With respect to the review of votes cast on behalf of investments by the First American family of mutual funds, such review will also be reported to the independent Board of Directors of the First American Funds.

The actual proxy voting records of the First American Funds will be filed with the U.S. Securities Exchange Commission and will be available to shareholders after June 30, 2004.  Such records will be available on the First American Funds’ website at www.firstamericanfunds.com and on the SEC’s website at www.sec.gov.

USBAM’s separately managed account clients should contact their relationship manager for more information on USBAM’s policies and the proxy voting record for their account.

ISS Proxy Voting Guidelines Summary

The following is a concise summary of ISS’s proxy voting policy guidelines.

1.Auditors

Vote FOR proposals to ratify auditors, unless any of the following apply:

•An auditor has a financial interest in or association with the company, and is therefore not independent

•Fees for non-audit services are excessive, or

•There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.

2.Board of Directors

Voting on Director Nominees in Uncontested Elections

Votes on director nominees should be made on a CASE-BY-CASE basis, examining the following factors: independence of the board and key board committees, attendance at board meetings, corporate governance provisions and takeover activity, long-term company performance, responsiveness to shareholder proposals, any egregious board actions, and any excessive non-audit fees or other potential auditor conflicts.

Classification/Declassification of the Board

Vote AGAINST proposals to classify the board.

Vote FOR proposals to repeal classified boards and to elect all directors annually.

Independent Chairman (Separate Chairman/CEO)

Vote on a CASE-BY-CASE basis shareholder proposals requiring that the positions of chairman and CEO be held separately. Because some companies have governance structures in place that counterbalance a combined position, certain factors should be taken into account in determining whether the proposal warrants support.  These factors include the presence of a lead director, board and committee independence, governance guidelines, company performance, and annual review by outside directors of CEO pay.

Majority of Independent Directors/Establishment of Committees

Vote FOR shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by ISS’s definition of independence.

Vote FOR shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors if they currently do not meet that standard.

3.Shareholder Rights

Shareholder Ability to Act by Written Consent

Vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.

Vote FOR proposals to allow or make easier shareholder action by written consent.

Shareholder Ability to Call Special Meetings

Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.

Vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.

Supermajority Vote Requirements

Vote AGAINST proposals to require a supermajority shareholder vote.

Vote FOR proposals to lower supermajority vote requirements.

Cumulative Voting

Vote AGAINST proposals to eliminate cumulative voting.

Vote proposals to restore or permit cumulative voting on a CASE-BY-CASE basis relative to the company’s other governance provisions.

Confidential Voting

Vote FOR shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent inspectors of election, as long as the proposal includes a provision for proxy contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents will not agree, the confidential voting policy is waived.

Vote FOR management proposals to adopt confidential voting.

4.Proxy Contests

Voting for Director Nominees in Contested Elections

Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis, considering the factors that include the long-term financial performance, management’s track record, qualifications of director nominees (both slates), and an evaluation of what each side is offering shareholders.

Reimbursing Proxy Solicitation Expenses

Vote CASE-BY-CASE.  Where ISS recommends in favor of the dissidents, we also recommend voting for reimbursing proxy solicitation expenses.

5.Poison Pills

Vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification. Review on a CASE-BY-CASE basis shareholder proposals to redeem a company’s poison pill and management proposals to ratify a poison pill.

6.Mergers and Corporate Restructurings

Vote CASE-BY-CASE on mergers and corporate restructurings based on such features as the fairness opinion, pricing, strategic rationale, and the negotiating process.

7.Reincorporation Proposals

Proposals to change a company’s state of incorporation should be evaluated on a CASE-BY-CASE basis, giving consideration to both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions, and a comparison of the jurisdictional laws.

Vote FOR reincorporation when the economic factors outweigh any neutral or negative governance changes.

8.Capital Structure

Common Stock Authorization

Votes on proposals to increase the number of shares of common stock authorized for issuance are determined on a CASE-BY-CASE basis using a model developed by ISS.

Vote AGAINST proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights.

Vote FOR proposals to approve increases beyond the allowable increase when a company’s shares are in danger of being delisted or if a company’s ability to continue to operate as a going concern is uncertain.

Dual-class Stock

Vote AGAINST proposals to create a new class of common stock with superior voting rights.

Vote FOR proposals to create a new class of nonvoting or subvoting common stock if:

•It is intended for financing purposes with minimal or no dilution to current shareholders

•It is not designed to preserve the voting power of an insider or significant shareholder

9.Executive and Director Compensation

Votes with respect to compensation plans should be determined on a CASE-BY-CASE basis. Our methodology for reviewing compensation plans primarily focuses on the transfer of shareholder wealth (the dollar cost of pay plans to shareholders instead of simply focusing on voting power dilution). Using the expanded compensation data disclosed under the SEC’s rules, ISS will value every award type. ISS will include in its analyses an estimated dollar cost for the proposed plan and all continuing plans. This cost, dilution to shareholders’ equity, will also be expressed as a percentage figure for the transfer of shareholder wealth, and will be considered long with dilution to voting power. Once ISS determines the estimated cost of the plan, we compare it to a company-specific dilution cap.

Vote AGAINST equity plans that explicitly permit repricing or where the company has a history of repricing without shareholder approval.

Management Proposals Seeking Approval to Reprice Options

Votes on management proposals seeking approval to reprice options are evaluated on a CASE-BY-CASE basis giving consideration to the following:

•Historic trading patterns

•Rationale for the repricing

•Value-for-value exchange

•Option vesting

•Term of the option

•Exercise price

•Participation

Employee Stock Purchase Plans

Votes on employee stock purchase plans should be determined on a CASE-BY-CASE basis.

Vote FOR employee stock purchase plans where all of the following apply:

•Purchase price is at least 85 percent of fair market value

•Offering period is 27 months or less, and

•Potential voting power dilution (VPD) is ten percent or less.

Vote AGAINST employee stock purchase plans where any of the opposite conditions obtain.

Shareholder Proposals on Compensation

Vote on a CASE-BY-CASE basis for all other shareholder proposals regarding executive and director pay, taking into account company performance, pay level versus peers, pay level versus industry, and long term corporate outlook.

10.Social and Environmental Issues

These issues cover a wide range of topics, including consumer and public safety, environment and energy, general corporate issues, labor standards and human rights, military business, and workplace diversity.

In general, vote CASE-BY-CASE.  While a wide variety of factors goes into each analysis, the overall principal guiding all vote recommendations focuses on how the proposal will enhance the economic value of the company.

Item 8—Portfolio Managers of Closed-End Management Investment Companies

Not applicable.  Applicable for fiscal years ending on or after December 31, 2005.

Item 9—Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Neither the registrant nor any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), purchased any shares or other units of any class of the registrant’s equity securities that is registered pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).

Item 10—Submission of Matters to a Vote of Security Holders

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of this Item.

Item 11—Controls and Procedures

(a)  The registrant’s Principal Executive Officer and Principal Financial Officer have evaluated the registrant’s disclosure controls and procedures within 90 days of the date of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized and reported timely.

(b)  There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Exhibits

(a)(1) Not applicable.  Registrant’s Code of Ethical Conduct is offered to shareholders upon request without charge.

(a)(2) Certifications of the principal executive and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act are filed as exhibits hereto.

(a)(3) Not applicable.

(b) Certifications of the principal executive and principal financial officer of the registrant as required by Rule 30a-2(b) under the Investment Company Act are filed as exhibits hereto.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

American Strategic Income Portfolio, Inc.

By:

/s/ Thomas S. Schreier, Jr.

Thomas S. Schreier, Jr.
President

Date: February 7, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/ Thomas S. Schreier, Jr.

Thomas S. Schreier, Jr.
President

Date: February 7, 2005

By:

/s/ Charles D. Gariboldi

Charles D. Gariboldi
Treasurer

Date: February 7, 2005

EX-99.CERT

Exhibit 99.CERT

CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas S. Schreier, Jr., certify that:

1. I have reviewed this report on Form N-CSR of American Strategic Income Portfolio, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 7, 2005

/s/ Thomas S. Schreier, Jr.

Thomas S. Schreier, Jr.
President

I, Charles D. Gariboldi, certify that:

1. I have reviewed this report on Form N-CSR of American Strategic Income Portfolio, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated

subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 7, 2005

/s/ Charles D. Gariboldi

Charles D. Gariboldi
Treasurer

EX-99.906CERT

Exhibit 99.906CERT

CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), the undersigned officers of American Strategic Income Portfolio, Inc. (the “Fund”) do hereby certify, to the best of each such officer’s knowledge, that:

1.The N-CSR of the Fund (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Fund.

By:
	/s/ Thomas S. Schreier, Jr.
	Thomas S. Schreier, Jr. President
Date: February 7, 2005
By:
	/s/ Charles D. Gariboldi
	Charles D. Gariboldi Treasurer
Date: February 7, 2005