Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors
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 as of and for the year ended August 31, 2006,
in accordance with the standards of the Public Company
Accounting Oversight Board United States, we considered
its internal control over financial reporting, including
control activities for safeguarding securities, as a basis
for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR but not for the
purpose of expressing an opinion on the effectiveness of
the Funds internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing
and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates
and judgments by management are required to assess the
expected benefits and related costs of controls. The Funds
internal control over financial reporting is a process
designed 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. Such internal
control includes policies and procedures that provide
reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the
Funds assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may
become inadequate because of changes in conditions or that
the degree of compliance with the policies or procedures may
deteriorate.

A control deficiency exists when the design or operation of
a control does not allow management or employees, in the
normal course of performing their assigned functions, to
prevent or detect misstatements on a timely basis. A
significant deficiency is a control deficiency, or
combination of control deficiencies, that adversely affects
the Funds ability to initiate, authorize, record, process,
or report external financial data reliably in accordance
with generally accepted accounting principles such that
there is more than a remote likelihood that a misstatement
of the Funds annual or interim financial statements that
is more than inconsequential will not be prevented or
detected. A material weakness is a significant deficiency,
or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement
of the annual or interim financial statements will not be
prevented or detected.

Our consideration of the Funds internal control over
financial reporting was for the limited purpose described in
the first paragraph and would not necessarily disclose all
deficiencies in internal control that might be significant
deficiencies or material weaknesses under standards
established by the Public Company Accounting Oversight Board
United States. However, we noted no deficiencies in the
Funds internal control over financial reporting and its
operation, including controls for safeguarding securities,
that we consider to be a material weakness as defined above
as of August 31, 2006.

This report is intended solely for the information and use
of management and 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
October 13, 2006