EX-99.77C VOTES

Shareholder Update

Annual Meeting Results
An annual meeting of the Funds shareholders was held on August 27,
2001.  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 Funds shareholders elected the following ten directors:

			Shares	        Shares Withholding
		      Voted For	         Authority to Vote
Robert J. Dayton	13,120,831	      2,285,474
Andrew S. Duff		15,271,300	        135,005
Roger A. Gibson		15,270,561	        135,744
Andrew M. Hunter III	15,265,239	        141,066
Leonard W. Kedrowski	15,269,159 	        137,146
John M. Murphy, Jr.	15,276,640	        129,665
Richard K. Riederer	15,289,724	        136,581
Joseph D. Strauss	15,264,876	        141,429
Virginia L. Stringer	15,264,021	        142,284
James M. Wade		15,270,427	        135,878


(2)  The Funds shareholders ratified the selection by the Funds
board of directors of Ernst & Young as the independent public accountants
for the Fund for the fiscal year ending May 31, 2002.  The following
votes were cast regarding this matter:

   Shares	       Shares		   	     Broker
Voted For	   Voted Against    Abstentions     Non Votes
14,983,976	      338,018	        84,311        -


Share Repurchase Program
Your Funds board of directors has approved the continuation of the
Funds share repurchase program, which enables the Fund to buy back
shares of its common stock in the open market.  Repurchases may only be
made when the previous days closing market price per share was at a
discount from net asset value.  Repurchases cannot exceed 5% of the
Funds outstanding shares as of September 9, 1998.

What effect will this program have on shareholders?
We do not expect any adverse impact on the Advisors ability to manage
the Fund.
Because repurchases will be at a price below net asset value, remaining
shares outstanding may experience a slight increase in net asset value
per share.  Although the effect of share repurchases on the market price
is less certain, the board of directors believes the program may have a
favorable effect on the market price of fund shares.  We do not
anticipate any material increase in the Funds expense ratio.

When will shares be repurchased?
Share repurchases may be made from time to time and may be discontinued
at any time.  Share repurchases are not mandatory when fund shares are
trading at a discount from net asset value; all repurchases will be at
the discretion of the Funds investment Advisor.  The board of directors
decision whether to continue the share repurchase program will be reported
in the next shareholder report.

How will shares be repurchased?
We expect to finance the repurchase of shares by liquidating portfolio
securities or using current cash balances.  We do not anticipate borrowing
in order to finance share repurchases.  No shares were repurchased during
the year ended May 31, 2002.


Terms and Conditions of the Dividend Reinvestment Plan
As a shareholder, you may choose to participate in the Dividend
Reinvestment Plan.  It is a convenient and economical way to buy
additional shares of the Fund by 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 800-543-1627.  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 Funds
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 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 Funds 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
re 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.  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 years 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 firms name, you may
erminate 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.

Any questions about the plan should be directed to your investment
professional or to EquiServe LP, P.O. Box 43011, Providence, RI 02940-3011,
800-543-1627.

EX-99.77B ACCT LTTR

Report of Independent Auditors
The Board of Directors and Shareholders
American Strategic Income Portfolio Inc. II
In planning and performing our audit of the financial statements
of American Strategic Income Portfolio Inc. II (the Fund) for the
year ended May 31, 2002, we considered its
internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and
to comply with the requirements of Form N-SAR, not to provide
ssurance on internal control.

The management of the Fund is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally,
controls that are relevant to an audit pertain to the entities
objective of preparing financial
statements for external purposes that are fairly presented in
conformity with accounting principles generally accepted in the
United States. Those controls include the safeguarding of assets
against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or
fraud may occur and not be detected. Also, projection of any
evaluation of internal control to future periods is subject to the
risk that it may become inadequate because of changes in conditions
or that the effectiveness of the design and operation may deteriorate.

Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses
under standards established by the American
Institute of Certified Public Accountants. A material weakness is
a condition in which the design or operation of one or more of the
internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial statements
being audited may occur and not be detected within a timely period
by employees in the normal course of performing their assigned
functions. However, we noted no matters involving internal control
and its operation, including controls for safeguarding securities,
that we consider to be material weaknesses as defined above as of
May 31, 2002.

This report is intended solely for the information and use of management
and the Board of Directors of the Fund and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone
other than these specified parties.

/s/ Ernst & Young LLP
Minneapolis, Minnesota
July 2, 2002