EX-99.77C VOTES

Shareholder Update (Unaudited)
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
Robert A. Gibson........ 19,715,642     697,034
Andrew M. Hunter III(a). 20,008,291     231,494
Leonard W. Kedrowski.... 20,006,493     232,416
John M. Murphy, Jr. .... 19,713,058     697,244
Richard K. Riederer .... 20,008,072     232,357
Joseph D. Strauss....... 20,007,394     232,536
Virginia L. Stringer ... 20,001,242     234,632
James M. Wade........... 20,009,704     231,436
(a) Andrew M. Hunter III tendered his resignation from
the board of directors, effective December 2002.
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
19,764,169    384,613      148,577         -

EX-99.77Q3

AMERICAN STRATEGIC INCOME PORTFOLIO INC. III - EXHIBIT 77Q-3

(a)(i) The Principal Executive and Financial Officers concluded
that the Registrants Disclosure Controls and Procedures are
effective based on their evaluation of the Disclosure Controls
and Procedures as of January 28, 2003, a date within 90 days of
the filing date of this report.  The Principal Executive and
Financial Officers recognize, however, that given the newness
of such Disclosure Controls and Procedures, the Registrant
will be reviewing and revising such Disclosure Controls and
Procedures on a regular basis.

(a)(ii)	There were no significant changes in Registrant's
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

(a)(iii)	Certifications:

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

1. I have reviewed this report on Form N-SAR of American
Strategic Income Portfolio Inc. III;

2. Based on my knowledge, this report does not contain
any untrue statements 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 information included
in this report, and the financial statements on which the
financial information is based, 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 registrants other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in rule 30a-2(c) under
the Investment Company Act) for the registrant and have:

(a) designed such disclosure controls and procedures to
ensure that material information related 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) evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within
90 days prior to the filing date of this report (the
Evaluation Date); and

(c) presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

5. The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of the
registrants board of directors (or persons performing
the equivalent functions):

(a) all significant deficiencies in the design or
operation of the system of internal controls which could
adversely affect the registrants ability to record,
process, summarize and report financial data and have
identified for the registrants auditors any material
weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the issuers internal controls; and

6. The registrants other certifying officers and I have
indicated in this report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.


Date:  January 28, 2003

___________________________________
Thomas S. Schreier, Jr.
President



________________________________________

I, Robert H. Nelson, certify that:

1. I have reviewed this report on Form N-SAR of American
Strategic Income Portfolio Inc. III;

2. Based on my knowledge, this report does not contain any
untrue statements 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 information included
in this report, and the financial statements on which the
financial information is based, 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 registrants other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in rule 30a-2(c) under
the Investment Company Act) for the registrant and have:

(a) designed such disclosure controls and procedures to
ensure that material information related 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) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this report (the Evaluation Date); and

(c) presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

5. The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of the
registrants board of directors (or persons performing
the equivalent functions):

(a) all significant deficiencies in the design or operation
of the system of internal controls which could adversely affect
the registrants ability to record, process, summarize and report
financial data and have identified for the registrant's auditors
 any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the issuers
internal controls; and

6. The registrants other certifying officers and I have indicated
in this report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.



Date:  January 28, 2003
__________________________________
Robert H. Nelson
Treasurer