EX-99.77D POLICIES

As you may recall, at a shareholder meeting held on March 15,
2001, the funds 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 funds investment
in 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 10% 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.

EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm

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

In planning and performing our audit of the financial
statements of American Strategic Income Portfolio Inc.
III for the year ended May 31, 2005, 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. III 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 U.S. generally accepted accounting
principles. 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 of the Public
Company Accounting Oversight Board (United States). 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, 2005.

This report is intended solely for the information and use
of management and the Board of Directors of American
Strategic Income Portfolio Inc. III 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 15, 2005




0507-0661122-1

EX-99.77C VOTES

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 Shares Withholding
Voted For Authority to Vote
Benjamin R. Field III .......................... 20,085,731 240,586
Mickey P. Foret(a)................................ 20,075,480 250,837
Roger A. Gibson ................................ 20,074,095 252,222
Victoria J. Herget .............................. 20,091,031 235,286
Leonard W. Kedrowski ...................... 20,073,997 252,320
Richard K. Riederer........................... 20,082,540 243,777
Joseph D. Strauss............................. 20,079,486 246,831
Virginia L. Stringer ............................ 20,083,919 242,398
James M.Wade ................................ 20,074,708 251,609
(a)Mickey P. Foret tendered his resignation from the board of
directors, effective May 2005
(2) The funds 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 May 31, 2005. The
following votes were cast regarding this matter:
Shares Shares Broker
Voted For Voted Against Abstentions Non-Votes
19,854,654 366,190 105,473 -