EX-99.77B ACCT LTTR

Independent Auditors Report

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 for the year ended
May 31, 2003, 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 assurance on internal control.

The management of American Strategic Income Portfolio Inc. II 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 entitys 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, 2003.

This report is intended solely for the information and use of management,
the Board of Directors of American Strategic Income Portfolio Inc. II,
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, 2003

EX-99.77C VOTES

Shareholder Update

Annual Meeting Results
An annual meeting of the Funds shareholders was held
on October 1, 2002. 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 eight
directors:
			 Shares     Shares Withholding
			Voted For   Authority to Vote
Roger A. Gibson........ 14,566,277       697,034
Andrew M. Hunter III(A) 15,031,817       231,494
Leonard W. Kedrowski... 15,030,895       232,416
John M. Murphy, Jr.(B). 14,566,067       697,244
Richard K. Riederer ... 15,030,954       232,357
Joseph D. Strauss...... 15,030,775       232,536
Virginia L. Stringer .. 15,028,679       234,632
James M. Wade.......... 15,031,875       231,436

(A)Andrew M. Hunter III tendered his resignation from
the board of directors, effective December 2002.
(B)John M. Murphy, Jr tendered his resignation from
the board of directors, effective May 2003.

(2) The Funds shareholders ratified the selection by
the Funds board of directors of Ernst & Young LLP as
the independent public accountants for the Fund for
the fiscal year ending May 31, 2003. The following
votes were cast regarding this matter:

  Shares 	 Shares 		  Broker
Voted For    Voted Against  Abstentions  Non-Votes
14,640,789 	517,822       104,700       -

Terms and Conditions of the Dividend Reinvestment Plan
As a shareholder, you may choose to participate in the
Dividend Reinvestment Plan, which 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 800-426-5523. 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 the next
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 funds 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.
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. 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 firms 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 such amendment or termination is effected. 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,
800-426-5523.

How to Obtain a Copy of the Proxy Voting Policy
A description of the policies and procedures that the
Fund uses to determine how to vote proxies relating to
portfolio securities is available (1) without charge upon
request by calling 800.677.FUND; (2) at
www.firstamericanfunds.com; and (3) on the U.S.
Securities and Exchange Commissions website at
http://www.sec.gov.