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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
American Strategic Income III, Inc.
(CSP)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03009T101
(CUSIP Number)
George W. Karpus, President
Karpus Management, Inc. d/b/a
Karpus Investment Management
14 Tobey Village Office Park
Pittsford, New York 14534
(716) 586-4680
(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 6, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule
because of Rule 13d-1 (b) (3) or (4),
check the following box. [x]
(Page 1 of 4 pages)
There are no exhibits
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SCHEDULE 13D
CUSIP No. 03009T101 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karpus Management, Inc. d/b/a Karpus Investment Management
I.D. # 16-1290558
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1 Security and Issuer
Common Stock
American Strategic Income III, Inc.
Piper Capital Management, Inc.
222 South Ninth Street
Minneapolis, Minnesota 55402-3804
ITEM 2 Identity and Background
a) Karpus Management, Inc. d/b/a Karpus Investment Management
("KIM")
George W. Karpus, President, Director, and controlling stockholder
JoAnn VanDegriff, Vice President and Director
Sophie Karpus, Director
b) 14 Tobey Village Office Park
Pittsford, New York 14534
c) Principal business and occupation - Investment
Management for individuals, pension and profit sharing plans,
corporations, endowments, trusts and others, specializing in
conservative asset management (i.e. fixed income investments).
d) None of George W. Karpus, JoAnn VanDegriff or Sophie Karpus
("the Principals") or KIM has been convicted in the past 5 years of
any criminal proceeding (excluding traffic violations).
e) During the last five years non of the principals or KIM has been a
party to a civil proceeding as a result of which any of them is
subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with
respect to such laws.
f) Each of the Principals is a United States citizen. KIM is a New
York corporation.
ITEM 3 Source and Amount of Funds or Other Considerations
KIM, an independent investment adviser, has accumulated share of CSP
on behalf of accounts that are managed by KIM ("the Accounts") under
limited powers of attorney. All funds that have been utilized in
making such purchases are from such Accounts.
ITEM 4 Purpose of Transaction
KIM has purchased Shares for investment purposes. Being primarily a
fixed income manager, with a specialty focus in the closed end fund
sector, the profile of CSP fit the investment guidelines for various
Accounts. Shares of the fund have been acquired since August 14,
1997. KIM intends to influence management and the Board of Directors
to represent shareholder interests and to take steps to close the
discount to
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net asset at which the fund currently trades. On March 18,1998 Piper
Capital Management announced that it will recommend to the board of
directors that the Fund adopt an open market repurchase plan. This
prompted KIM to withdraw any and all proposals made to the Fund.
ITEM 5 Interest in Securities of the Issuer
a) As of the date of this Report, KIM owns 85,395 Shares which
represents .35% of the outstanding Shares. None of the
Principals or KIM presently owns any other Shares.
b) KIM has the sole power to dispose of and to vote all of such
Shares under limited powers of attorney.
c) There have been no dispositions and no acquisitions, other than
by such open market purchases, during such period unless
indicated
Price Per
Date Shares Share
3/30/98 -19,459 $11.6875
4/6/98 -85,395 11.6875
The Accounts have the right to receive all dividends from, any
proceeds from the sale of, the Shares. None of the Accounts has an
interest in Shares constituting more than 5% of the Shares
outstanding.
ITEM 6 Contracts, Arrangement, Understandings, or Relationships
with Respect to Securities of the Issuer
Except as described above, there are no contracts, arrangements,
understandings or relationships of any kind among the Principals and
KIM and between any of them and any other person with respect to any
of CSP securities.
ITEM 7 Materials to be Filed as Exhibits
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete, and correct.
Karpus Management, Inc.
May 6, 1998 By: /s/ George W. Karpus President
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Date Signature
George W. Karpus, President
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Name / Title
