AMERICAN MUNICIPAL TERM TRUST INC, DEF 14A, 1995-07-13

AMERICAN MUNICIPAL TERM TRUST INC
DEF 14A, 1995-07-13

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. ___)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c)
or section 240.14a-12

American Municipal Term Trust Inc.
American Municipal Term Trust Inc.--II
American Municipal Term Trust Inc.--III
Minnesota Municipal Term Trust Inc.
Minnesota Municipal Term Trust Inc.--II
(Name of Registrant as Specified in its Charter)

[Insert Name]
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 (per Registrant) per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction :

(5) Total fee paid:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

AMERICAN MUNICIPAL TERM TRUST INC.
AMERICAN MUNICIPAL TERM TRUST INC.--II
AMERICAN MUNICIPAL TERM TRUST INC.--III
MINNESOTA MUNICIPAL TERM TRUST INC.
MINNESOTA MUNICIPAL TERM TRUST INC.--II
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, Minnesota 55402-3804

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 17, 1995

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of American
Municipal Term Trust Inc., American Municipal Term Trust Inc.--II, American
Municipal Term Trust Inc.--III, Minnesota Municipal Term Trust Inc. and
Minnesota Municipal Term Trust Inc.--II (individually, a "Fund" and
collectively, the "Funds") will be held at 10:00 a.m., Central Time, on
Thursday, August 17, 1995, on the eleventh floor of the Piper Jaffray Tower, 222
South Ninth Street, Minneapolis, Minnesota. The purposes of the meeting are as
follow:

1. To fix the number of members of the Board of Directors of each Fund at
six and to elect each Fund's Board of Directors.

2. To ratify the selection by a majority of the independent members of the
Board of Directors of each Fund of KPMG Peat Marwick LLP as independent
public accountants for each Fund for the fiscal year ending December
31, 1995.

3. To transact such other business as may properly come before the
meeting.

Shareholders of record on June 23, 1995, are the only persons entitled to
notice of and to vote at the meeting.

Your attention is directed to the attached Proxy Statement. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING, PLEASE FILL IN, SIGN, DATE,
AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE FUNDS
FURTHER SOLICITATION EXPENSE. A stamped return envelope is enclosed for your
convenience.

David Evans Rosedahl, Secretary

Dated: July 7, 1995

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS--AUGUST 17, 1995

The enclosed proxy is solicited by the Board of Directors of American
Municipal Term Trust Inc. ("AXT"), American Municipal Term Trust Inc.--II
("BXT"), American Municipal Term Trust Inc.--III ("CXT"), Minnesota Municipal
Term Trust Inc. ("MNA") and Minnesota Municipal Term Trust Inc.--II ("MNB")
(individually, a "Fund" and collectively, the "Funds") in connection with the
annual meeting of shareholders of each Fund to be held August 17, 1995, and any
adjournments thereof. The costs of solicitation, including the cost of preparing
and mailing the Notice of Meeting and this Proxy Statement, will be allocated
between all of the Funds, and such mailing will take place on approximately July
25, 1995. Representatives of Piper Capital Management Incorporated (the
"Adviser"), the investment adviser and manager of each Fund, may, without cost
to the Funds, solicit proxies on behalf of the management of the Funds by means
of mail, telephone, or personal calls. The address of the Adviser is that of the
Funds as provided above.

A proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the Funds, or at the meeting prior to voting.
Unless revoked, properly executed proxies in which choices are not specified by
the shareholders will be voted "for" each item for which no choice is specified,
in accordance with the recommendation of each Fund's Board of Directors. In
instances where choices are specified by the shareholders in the proxy, those
proxies will be voted or the vote will be withheld in accordance with the
shareholder's choice. With regard to the election of directors, votes may be
cast in favor or withheld; votes that are withheld will be excluded entirely
from the vote and will have no effect. Abstentions may be specified on all
proposals other than the election of directors and will be counted as present
for purposes of determining whether a quorum of shares is present at the meeting
with respect to the item on which the abstention is noted, but will be counted
as a vote "against" such item. Under the Rules of the New York Stock Exchange,
each of the proposals being considered at the meeting is considered a
"discretionary" proposal, which means that brokers who hold Fund shares in
street name for customers are authorized to vote on such proposal on behalf of
their customers with or without specific voting instructions from such
customers. Should any other matters properly come before the meeting, it is the
intention of the persons named as proxies in the enclosed proxy to act upon them
according to their best judgment.

Only shareholders of record on June 23, 1995, may vote at the meeting or
any adjournments thereof. As of that date, there were issued and outstanding
common and preferred shares, each with a par value of $.01, of each Fund as
follow:
Fund Common shares Preferred shares

AXT 8,455,000 1,700
BXT 7,355,820 1,480
CXT 5,300,000 1,064
MNA 5,732,710 1,152
MNB 3,460,000 964

Each shareholder of the Funds is entitled to one vote for each share held. None
of the matters to be presented at the meeting will entitle any shareholder to
appraisal rights. No person, to the knowledge of Fund management, was the
beneficial owner of more than 5% of any class of voting shares of any of the
Funds as of June 26, 1995.

THE FUNDS' ANNUAL REPORTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994,
INCLUDING FINANCIAL STATEMENTS, WERE PREVIOUSLY MAILED TO SHAREHOLDERS. IF YOU
HAVE NOT RECEIVED A REPORT FOR YOUR FUND OR WOULD LIKE TO RECEIVE ANOTHER COPY,
PLEASE CONTACT THE FUND AT 222 SOUTH NINTH STREET, MINNEAPOLIS, MINNESOTA
55402-3804, OR CALL 800-866-7778, EXTENSION 6786, AND ONE WILL BE SENT, WITHOUT
CHARGE, BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS.

PROPOSAL ONE
ELECTION OF DIRECTORS

The Bylaws of each Fund provide that the shareholders have the power to fix
the number of Directors. The Directors recommend that the size of the Board of
Directors of each Fund be set at six.

Under the terms of each Fund's Articles of Incorporation, under normal
circumstances holders of preferred shares are entitled to elect two of each
Fund's Directors, and the remaining Directors are to be elected by the holders
of the preferred shares and the common shares, voting together as a single
class. Table I below shows the nominees for Director to be elected by holders of
preferred shares, and Table II below shows the nominees for Director to be
elected by holders of preferred shares and common shares, voting together as a
single class.

It is intended that the enclosed proxy will be voted for the shares
represented thereby for the election of the persons named below as Directors of
each Fund unless such authority has been withheld in the proxy. The term of
office of each person elected will be until the next annual meeting of
shareholders or until his or her successor is duly elected and shall qualify.
Pertinent information regarding each nominee for the past five years is set
forth following his or her name below. Each of the nominees also serves as a
Director of each of the other closed-end and open-end investment companies
managed by the Adviser (except that Mr. Bennett does not serve as a Director of
Piper Global Funds Inc.). Each of the nominees, except Mr. Latimer and Ms.
Emmerich, has served as a Director of the Funds since each Fund commenced
operations. Mr. Latimer has served as a Director of AXT, BXT and MNA since
October 23, 1991 and as a Director of CXT and MNB since their commencement of
operations. Ms. Emmerich has served as a Director of each Fund since May 18,
1993.

TABLE I
NOMINEES FOR DIRECTOR TO BE ELECTED BY
HOLDERS OF PREFERRED SHARES

NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DURING PAST 5 YEARS

<S> <C> <C>
David T. Bennett 54 Of counsel to the law firm of Gray, Plant, Mooty, Mooty & Bennett, P.A.,
located in Minneapolis, Minnesota. Mr. Bennett is chairman of a group of
privately held companies and serves on the board of directors of a number
of non-profit organizations.

William H. Ellis* 53 President of Piper Jaffray Companies Inc. and Piper Jaffray Inc. since
September 1982 and Chief Operating Officer of the same two companies
since August 1983; Director and Chairman of the Board of the Adviser
since October 1985 and President of the Adviser since December 1994.

TABLE II
NOMINEES FOR DIRECTOR TO BE ELECTED BY
ALL SHAREHOLDERS

NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DURING PAST 5 YEARS

Jaye F. Dyer 68 President of Dyer Management Company, a private management company, since
January 1, 1991; prior thereto, Mr. Dyer was President and Chief
Executive Officer of Dyco Petroleum Corporation, a Minneapolis based oil
and natural gas development company he founded, from 1971 until March 1,
1989, and Chairman of the Board until December 31, 1990. Mr. Dyer serves
on the board of directors of Northwestern National Life Insurance
Company, The ReliaStar Financial Corp. (the holding company of
Northwestern National Life Insurance Company) and various privately held
and nonprofit corporations.

Karol D. Emmerich 46 President of The Paraclete Group, a consultant to nonprofit
organizations, since May 1993; prior thereto, Ms. Emmerich was Vice
President, Treasurer and Chief Accounting Officer of Dayton Hudson
Corporation from 1980 to May 1993. Ms. Emmerich is an Executive Fellow
at the University of St. Thomas Graduate School of Business and serves on
the board of directors of a number of privately held and nonprofit
corporations.

Luella G. Goldberg 58 Member of the Board of Directors of Northwestern National Life Insurance
Company (since 1976), The ReliaStar Financial Corp. (since 1989), TCF
Financial Corporation (since 1988), the holding company of TCF Bank
Savings fsb (since 1985) and Hormel Foods Corp. (since 1993). Ms.
Goldberg also serves as a Trustee of Wellesley College and as a director
of a number of other organizations, including the University of Minnesota
Foundation and the Minnesota Orchestral Association. Ms. Goldberg was
Chairman of the Board of Trustees of Wellesley College from 1985 to 1993
and acting President from July 1, 1993 to October 1, 1993.

George Latimer 59 Director, Special Actions Office, Office of the Secretary, Department of
Housing and Urban Development since 1993; prior thereto, Mr. Latimer had
been Dean of Hamline Law School, Saint Paul, Minnesota, since 1990. Mr.
Latimer also serves on the board of directors of Digital Biometrics, Inc.
and Payless Cashways, Inc.

</TABLE>

*Denotes Directors who are "interested persons" (as defined by the Investment
Company Act of 1940, as amended) of the Funds. Mr. Ellis is deemed an
"interested person" of the Funds because of his positions with the Adviser
and/or its affiliates.

Except as indicated above, the Directors of the Funds are not directors of
any other "reporting companies." As of June 26, 1995, the officers and Directors
of the Funds as a group beneficially owned less than 1% of each class of
outstanding shares of each Fund. None of the Funds' officers or Directors has a
family relationship with any other Fund officer or Director.

The Board of Directors of each Fund has established an Audit Committee,
currently consisting of Mr. Dyer, Ms. Emmerich and Ms. Goldberg, who serves as
its chairperson. The Audit Committee met twice during the fiscal year ended
December 31, 1994. The Funds do not have nominating or compensation committees.

The functions to be performed by the Audit Committee are to recommend
annually to the Board a firm of independent certified public accountants to
audit the books and records of the Funds for the ensuing year; to monitor that
firm's performance; to review with the firm the scope and results of each audit
and determine the need, if any, to extend audit procedures; to confer with the
firm and representatives of the Funds on matters concerning the Funds' financial
statements and reports including the appropriateness of its accounting practices
and of its financial controls and procedures; to evaluate the independence of
the firm; to review procedures to safeguard portfolio securities; to review the
purchase by the Funds from the firm of non-audit services; to review all fees
paid to the firm; and to facilitate communications between the firm and the
Funds' officers and Directors.

The Board of Directors also has established a Committee of the Independent
Directors, consisting of Mr. Bennett, who serves as chairperson, Messrs. Dyer
and Latimer, Ms. Emmerich and Ms. Goldberg and a Derivatives Committee
consisting of Ms. Emmerich, who serves as chairperson, Ms. Goldberg and Mr.
Dyer. The Committee of the Independent Directors met two times and the
Derivatives Committee met one time from their formation on November 1, 1994
through the Funds' fiscal year ended December 31, 1994.

The functions of the Committee of the Independent Directors are: (a)
recommendation to the full Board of approval of any management, advisory,
sub-advisory and/or administration agreements; (b) recommendation to the full
Board of approval of any underwriting and/or distribution agreements; (c) review
of the fidelity bond and premium allocation; (d) review of errors and omissions
and any other joint insurance policies and premium allocation; (e) review of,
and monitoring of compliance with, procedures adopted pursuant to certain rules
promulgated under the 1940 Act; and (f) such other duties as the independent
directors shall, from time to time, conclude are necessary or appropriate to
carry out their duties under the 1940 Act. The functions of the Derivatives
Committee are: (a) to oversee practices, policies and procedures of the Adviser
in connection with the use of derivatives; (b) to receive periodic reports from
management and independent accountants; and (c) to report periodically to the
Committee of the Independent Directors and the Board of Directors.

During the fiscal year ended December 31, 1994, there were seven meetings
of the Board of Directors of each Fund. All Directors, except Mr. Ellis,
attended at least 75% of the aggregate of the meetings of the Board of Directors
and meetings of committees of which they were members that were held while they
were serving on the Board of Directors or on such committee. Mr. Ellis (who does
not serve on any committees) attended five of the seven meetings of the Board of
Directors.

No compensation is paid by the Funds to any Directors who are officers or
employees of the Adviser or any of its affiliates. The Funds, together with all
closed-end investment companies managed by the Adviser, pay each of the other
Directors an aggregate quarterly retainer of $5,000, which is allocated among
the Funds and such other investment companies on the basis of each company's net
assets. In addition, each Fund pays each such Director a fee for each in-person
meeting of the Board of Directors he or she attends. Such fee is based on the
net asset value of the Fund and ranges from $250 (net assets of less than $200
million) to $1,500 (net assets of $5 billion or more). Members of the Audit
Committee who are not affiliated with the Adviser receive $1,000 per meeting
attended ($2,000 for the chairperson of such Committee) with such fee being
allocated among all closedand open-end investment companies managed by the
Adviser on the basis of relative net asset values. Members of the Committee of
the Independent Directors and the Derivatives Committee currently receive no
additional compensation. In addition, each Director who is not affiliated with
the Adviser is reimbursed for expenses incurred in connection with attending
meetings.

The following table sets forth the aggregate compensation received by each
Director from each Fund as well as the total compensation received by each
Director from the Funds and all other open-end and closed-end investment
companies managed by the Adviser or an affiliate of the Adviser (the "Fund
Complex") during the fiscal year ended December 31, 1994. Directors who are
officers or employees of the Adviser or any of its affiliates did not receive
any such compensation and are not included in the table.

Pension or
Aggregate Retirement Estimated Total
Compensation Benefits Annual Benefits Compensation
from the Funds Accrued as Part Upon from Fund
Director AXT BXT CXT MNA MNB of Fund Expense Retirement Complex*

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mr. Bennett $1,920 $1,920 $1,920 $1,920 $1,920 None None $57,500
Mr. Dyer $1,973 $1,973 $1,973 $1,973 $1,973 None None $68,250
Ms. Emmerich $1,973 $1,973 $1,973 $1,973 $1,973 None None $68,250
Ms. Goldberg $2,027 $2,027 $2,027 $2,027 $2,027 None None $71,250
Mr. Latimer $1,920 $1,920 $1,920 $1,920 $1,920 None None $65,250

</TABLE>

* Consists of 26 open-end and closed-end investment companies managed by the
Adviser or an affiliate of the Adviser, including the Funds. Each director
included in the table, other than Mr. Bennett, serves on the board of each
such open-end and closed end investment company. Mr. Bennett serves on the
board of 24 of such open-end and closed-end investment companies.

The Board of Directors recommends that the shareholders of each Fund vote
in favor of the foregoing nominees to serve as Directors of the Funds. The vote
of a majority of the preferred shares of each Fund represented at the meeting,
provided at least a quorum (a majority of the outstanding preferred shares) is
represented in person or by proxy, is sufficient for the election of the above
nominees listed under Table I to the Board of Directors of each Fund. The vote
of a majority of the preferred shares and common shares of each Fund represented
at the meeting, provided at least a quorum (a majority of the outstanding
preferred shares and common shares) is represented in person or by proxy, is
sufficient for the election of the above nominees listed under Table II to the
Board of Directors of each Fund. Unless otherwise instructed, the proxies will
vote, on behalf of the holders of the preferred shares, for the two nominees
listed under Table I, and on behalf of the holders of the preferred shares and
common shares voting together as single class, for the four nominees listed
under Table II. In the event any of the above nominees are not candidates for
election at the meeting, the proxies will vote for such other persons as the
Board of Directors may designate. Nothing currently indicates that such a
situation will arise.

PROPOSAL TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Investment Company Act of 1940 (the "1940 Act") provides that every
registered investment company shall be audited at least once each year by
independent public accountants selected by a majority of the directors of the
investment company who are not interested persons of the investment company or
its investment adviser. The 1940 Act requires that the selection be submitted
for ratification or rejection by the shareholders at their next annual meeting
following the selection.

The Directors, including a majority who are not interested persons of the
Adviser or the Funds, have selected KPMG Peat Marwick LLP to be the Funds'
independent public accountants for the fiscal year ending December 31, 1995.
KPMG Peat Marwick LLP has no direct or material indirect financial interest in
the Funds or in the Adviser, other than receipt of fees for services to the
Funds. KPMG Peat Marwick LLP also serves as the independent public accountants
for each of the other investment companies managed by the Adviser. KPMG Peat
Marwick LLP has been the independent public accountants for the Funds since each
commenced operations.

Representatives of KPMG Peat Marwick LLP are expected to be present at the
meeting. Such representatives will be given the opportunity to make a statement
to the shareholders if they desire to do so and are expected to be available to
respond to any questions that may be raised at the meeting.

The Board of Directors recommends that the shareholders of each Fund vote
in favor of the ratification of the selection of KPMG Peat Marwick LLP as the
independent public accountants for the Funds. The vote of a majority of the
preferred shares and common shares of each Fund represented at the meeting,
provided at least a quorum (a majority of the outstanding preferred shares and
common shares) is represented in person or by proxy, is sufficient for the
ratification of the selection of the independent public accountants. Unless
otherwise instructed, the proxies will vote for the ratification of the
selection of KPMG Peat Marwick LLP as each Fund's independent public
accountants.

EXECUTIVE FUND OFFICERS

Certain information about the officers of the Funds is set forth below.
Unless otherwise indicated, all positions have been held more than five years.

POSITION AND TERM OF OFFICE WITH THE FUNDS AND
NAME AGE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS

Ronald R. Reuss 55 President of the Funds since inception; Senior
Vice President of the Adviser.

Douglas White 34 Executive Vice President of CXT and MNB since
inception; Senior Vice President of AXT, BXT
and MNA since inception; Senior Vice President
of the Adviser since 1991; previously Vice
President of the Adviser since 1989.

Robert H. Nelson 31 Senior Vice President of the Funds since 1995;
previously, Vice President of the Funds since
1993; Senior Vice President of the Adviser
since November 1993; previously, Vice
President of the Adviser from 1991 to 1993 and
Assistant Vice President from 1989 to 1991.

Molly Destro 30 Vice President of the Funds since 1993; Vice
President of the Adviser since 1994;
previously, Accounting Manager from 1993 to
1994 and mutual fund accountant from 1991 to
1993 with the Adviser, and prior thereto,
mutual fund accountant at Voyageur Fund
Managers in Minneapolis, Minnesota from 1989
to 1991.

David E. Rosedahl 48 Secretary of the Funds since inception;
Secretary and Director of the Adviser;
Managing Director, Secretary (since 1993) and
General Counsel for Piper Jaffray Inc.;
Managing Director and General Counsel for
Piper Jaffray Companies Inc.; and General
Counsel of the Adviser.

Charles N. Hayssen 44 Treasurer of the Funds since inception;
Director, Chief Financial Officer and Chief
Operating Officer (since 1994) of the Adviser;
Managing Director of Piper Jaffray Inc. and of
Piper Jaffray Companies Inc.; and Chief
Financial Officer of Piper Jaffray Inc.

SUPPLEMENTAL INFORMATION

Based on Fund records and other information, the Funds believe that all SEC
filing requirements applicable to their Directors, officers, Adviser and
companies affiliated with the Adviser, pursuant to Section 16(a) of the
Securities Exchange Act of 1934, with respect to the Funds' fiscal year ended
December 31, 1994, were satisfied.

SHAREHOLDER PROPOSALS

Any proposal by a shareholder to be considered for presentation at the next
Annual Meeting must be received at the Funds' offices, Piper Jaffray Tower, 222
South Ninth Street, Minneapolis, Minnesota 55402, no later than March 15, 1996.

Dated: July 7, 1995 David Evans Rosedahl, Secretary

AMERICAN MUNICIPAL TERM TRUST INC.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, and each of them, with power to act without the other and with
the right of substitution in each, the proxies of the undersigned to vote all
shares of American Municipal Term Trust Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 17, 1995, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous Proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below
(except as marked to the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

NOMINEES: Jaye F. Dyer, Karol D. Emmerich, Luella G. Goldberg and George
Latimer. (Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided below.)

2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

To transact any other business that may properly come before the meeting or
any adjournments thereof.

THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE
ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

Dated: ______________________ , 1995

____________________________________

IMPORTANT: Please date and sign this
Proxy. If the stock is held jointly,
signature should include both names.
Executors, administrators, trustees,
guardians, and others signing in a
representative capacity should give
their full title as such.

AMERICAN MUNICIPAL TERM TRUST INC.
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below
(except as marked to the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

NOMINEES: David T. Bennett, Jaye F. Dyer, William H. Ellis, Karol D.
Emmerich, Luella G. Goldberg and George Latimer. (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on the
line provided below.)

2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

To transact any other business that may properly come before the meeting or
any adjournments thereof.

Dated: ______________________ , 1995

____________________________________

AMERICAN MUNICIPAL TERM TRUST INC.--II
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, and each of them, with power to act without the other and with
the right of substitution in each, the proxies of the undersigned to vote all
shares of American Municipal Term Trust Inc.--II (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 17, 1995, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous Proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below
(except as marked to the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

To transact any other business that may properly come before the meeting or
any adjournments thereof.

Dated: ______________________ , 1995

____________________________________

AMERICAN MUNICIPAL TERM TRUST INC.--II
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, and each of them, with power to act without the other and with
the right of substitution in each, the proxies of the undersigned to vote all
shares of American Municipal Term Trust Inc.--II (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 17, 1995, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous Proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below
(except as marked to the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

To transact any other business that may properly come before the meeting or
any adjournments thereof.

Dated: ______________________ , 1995

____________________________________

AMERICAN MUNICIPAL TERM TRUST INC.--III
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, and each of them, with power to act without the other and with
the right of substitution in each, the proxies of the undersigned to vote all
shares of American Municipal Term Trust Inc.--III (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 17, 1995, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous Proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below
(except as marked to the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

To transact any other business that may properly come before the meeting or
any adjournments thereof.

Dated: ______________________ , 1995

____________________________________

AMERICAN MUNICIPAL TERM TRUST INC.--III
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, and each of them, with power to act without the other and with
the right of substitution in each, the proxies of the undersigned to vote all
shares of American Municipal Term Trust Inc.--III (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 17, 1995, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous Proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below
(except as marked to the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

To transact any other business that may properly come before the meeting or
any adjournments thereof

Dated: ______________________ , 1995

____________________________________

MINNESOTA MUNICIPAL TERM TRUST INC.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, and each of them, with power to act without the other and with
the right of substitution in each, the proxies of the undersigned to vote all
shares of Minnesota Municipal Term Trust Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 17, 1995, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous Proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below
(except as marked to the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

To transact any other business that may properly come before the meeting or
any adjournments thereof.

Dated: ______________________ , 1995

____________________________________

MINNESOTA MUNICIPAL TERM TRUST INC.
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, and each of them, with power to act without the other and with
the right of substitution in each, the proxies of the undersigned to vote all
shares of Minnesota Municipal Term Trust Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 17, 1995, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous Proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below
(except as marked to the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

To transact any other business that may properly come before the meeting or
any adjournments thereof.

Dated: ______________________ , 1995

____________________________________

MINNESOTA MUNICIPAL TERM TRUST INC.--II
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, and each of them, with power to act without the other and with
the right of substitution in each, the proxies of the undersigned to vote all
shares of Minnesota Municipal Term Trust Inc.--II (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 17, 1995, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous Proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below
(except as marked to the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

To transact any other business that may properly come before the meeting or
any adjournments thereof.

Dated: ______________________ , 1995

____________________________________

MINNESOTA MUNICIPAL TERM TRUST INC.--II
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl and each of them, with power to act without the other and with
the right of substitution in each, the proxies of the undersigned to vote all
shares of Minnesota Municipal Term Trust Inc.--II (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 17, 1995, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous Proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below
(except as marked to the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

NOMINEES: David T. Bennett, Jaye F. Dyer, William H. Ellis, Karol D.
Emmerich, Luella G. Goldberg and George Latimer.. (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on the
line provided below.)

2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

To transact any other business that may properly come before the meeting or
any adjournments thereof.

Dated: ______________________ , 1995

____________________________________