EXCELSIOR INCOME SHARES INC
N-30B-2, 1997-01-27
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Dear Fellow Shareholders:

    A dividend of $.28 was declared on April 4, payable  April 26, to holders of
record April 19, 1996.

    Volatility  seems to be the norm for both the stock and bond markets.  It is
somewhat  comforting  that "expert"  opinion  appears to be pretty well divided.
What is even more  comforting is the fact that our economy  continues to perform
quite well and that inflation is restrained.

    Despite the likely  increase in noise during an election  year,  the economy
appears to have made a soft landing which has running room. There are any number
of potential trouble spots which could damage today's placid outlook.  But until
something  erupts  which  requires  action,  the  most  likely  position  of the
government will be to avoid doing anything.

    I am pleased to report that Excelsior has  outperformed  the relevant Lehman
Government/Corporate  Bond  index on a one,  three  and  five  year  basis.  Our
portfolio's average maturity is 8.5 years, with a duration of 5.4 years.

    The  concept  of  duration  may be  worth a word of  explanation.  A  bond's
duration takes into account the present value of future coupon payments in order
to determine how long it takes an investor to get his money back.

    The mathematical  formula for calculating  duration is fairly  intimidating;
the point of the exercise is quite simple.  Duration helps determine volatility.
For  instance,  if a bond's  duration is five years and interest  rates move one
percent,  the bond will move five  percent.  Knowing the duration of a portfolio
gives an investor a handle on how risky an investment is.

    By definition,  very short bonds  fluctuate  less than long ones.  Excelsior
seems reasonably  positioned,  balancing the uncertainties of the market against
an investor's  need for a decent yield. We intend to stay pretty much as we are,
and we are pleased with the quality and liquidity of our holdings.

                                                       Sincerely,




                                                       Townsend Brown II
April 4, 1996                                          President



                                        1

<PAGE>

Excelsior Income Shares, Inc.

Schedule of Investments
March 31, 1996 (Note 1)               

<TABLE>
<CAPTION>

U.S. GOVERNMENT AND FEDERAL                Moody's
AGENCIES OBLIGATIONS-61.46%                Rating**         Face Amount            Cost*             Value
- -------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>                 <C>               <C>
Federal National Mortgage Assn., Deb.,
  7.55%, 6/10/04                             (1)            $ 2,500,000         $ 2,423,945       $ 2,535,480
  7.50%, 7/25/20                             (1)              4,000,000           3,959,687         4,051,040
Federal National Mortgage Assn., Global Bond,
  8.50%, 2/1/05                                               1,600,000           1,600,000         1,694,950
Government National Mortgage Assn.,
  7%, 5/15/22                                (1)                407,331             406,822           397,019
  7%, 4/15/23                                (1)              4,239,336           4,241,986         4,132,009
  7%, 5/15/23                                (1)                927,779             925,024           904,290
  7%, 3/15/24                                (1)              1,919,257           1,898,865         1,870,667
  7.50%, 12/15/25                            (1)              1,055,646           1,053,997         1,054,981
  8%, 8/15/24                                (1)              1,817,233           1,807,294         1,856,408
  8%, 1/15/25                                (1)              1,752,293           1,694,248         1,790,069
  8.50%, 7/15/17                             (1)              1,249,270           1,281,087         1,302,749
  8.50%, 5/15/21                             (1)                746,951             765,975           778,926
  10%, 1/15/18                               (1)              1,281,207           1,390,310         1,410,929
U.S. Treasury Bond,
  7.25%, 5/15/16                             (1)              1,000,000             975,000         1,044,375
                                                            -----------         -----------       -----------
                                                             24,496,303          24,424,240        24,823,892
                                                            -----------         -----------       -----------

BONDS and NOTES-28.14%
- -------------------------------------------------------------------------------------------------------------
DuPont EI de Nemours & Co., Notes,
  8.25%, 9/15/06                             Aa2              1,500,000           1,495,875         1,660,775
Ford Motor Credit
  6.125%, 1/9/06                              A1              2,000,000           1,989,980         1,868,480
KFW International Finance Inc., Notes,
  7.20%, 3/15/14                             Aaa              2,000,000           1,978,500         1,999,886
Republic N.Y. Corp., Notes,
  7.75%, 5/15/09                              A1              1,800,000           1,806,138         1,900,267
Wachovia Corp. Sub. Notes,
  6.375%, 2/1/09                              A1              2,000,000           1,997,400         1,890,622
Wisconsin Elec. Power Co.,
  7.25%, 8/1/04                              Aa2              2,000,000           1,988,600         2,043,380
                                                            -----------         -----------       -----------
                                                             11,300,000          11,256,493        11,363,410
                                                            -----------         -----------       -----------

SHORT-TERM HOLDINGS-10.40%
- -------------------------------------------------------------------------------------------------------------
Fidelity Cash Portfolio-U.S. Treasury                           420,359             420,359           420,359
Fidelity Cash Institutional U.S. Government T-Fund            1,780,488           1,780,488         1,780,488
Shearson T-Fund                                               2,000,000           2,000,000         2,000,000
                                                            -----------         -----------       -----------
                                                              4,200,847           4,200,847         4,200,847
                                                            -----------         -----------       -----------
TOTAL INVESTMENTS IN SECURITIES                             $39,997,150         $39,881,580       $40,388,149
                                                            ===========         ===========       ===========
<FN>
- ---------------
Percentages are based on total investments.
</FN>
</TABLE>

         The accompanying notes are an integral part of this schedule.

                                        2

<PAGE>

(left column)

Excelsior Income Shares, Inc.

Schedule of Investments (continued)
March 31, 1996 (Note 1)            

The aggregate market value at March 31, 1996 for the
long-term holdings in terms of Quality Ratings is as 
follows:


     Rating              Value               Percent
     ------              -----               -------
     Aaa (1)          $26,823,778             74.12
     A1                 5,659,369             15.64
     Aa2                3,704,155             10.24
                      -----------            ------
     Total            $36,187,302            100.00
                      ===========            ======

(1) These securities which are issued and/or guaranteed
    by the U.S. Government or Federal  Agencies are not
    rated but are deemed to be Aaa quality for purposes of
    this report.

 *Based on cost for Federal income tax purposes:
    Aggregate gross unrealized
    appreciation                                $   506,569
                                                ===========

Cost for Federal Income Tax Purposes            $39,881,580
                                                ===========

**Credit ratings are unaudited.


          The accompanying notes are an integral part of this schedule.


(right column)

Statement of Assets and Liabilities
March 31, 1996 (Unaudited)

ASSETS:
- ----------------------------------
Investments (Note 1) in securities
  at value (identified
  cost $39,881,580):

  U.S. Government and
    Federal Agencies
    obligations               $24,823,892

  Bonds and notes              11,363,410

  Short-term holdings           4,200,847
                              -----------
    Total Investments                             $40,388,149

Cash                                                   21,697
Interest receivable                                   376,544
Prepaid expenses                                       20,440
                                                  -----------
    Total Assets                                   40,806,830
                                                  -----------

LIABILITIES:
- ----------------------------------
Accrued advisory fee (Note 3)                          55,031
Accrued operating expenses                             74,714
                                                  -----------
    Total Liabilities                                 129,745
                                                  -----------
Net Assets                                        $40,667,085
                                                  ===========

NET ASSETS consist of:
  Undistributed net investment income             $   708,101
  Accumulated net realized losses
    from investment transactions                       (4,122)
  Unrealized appreciation on investments              506,569
  Capital shares (Note 5)                              21,884
  Additional paid-in capital                       39,444,653
                                                  -----------
                                                  $40,677,085
                                                  ===========
Net Asset Value per share
  ($40,677,085 d/b 2,188,391 shares)                   $18.59
                                                       ======

         The accompanying notes are an integral part of this statement.

                                        3

<PAGE>

(left column)

Excelsior Income Shares, Inc.

Statement of Operations
for the three months ended March 31, 1996
(Note 1)

INVESTMENT INCOME:
- --------------------------
INCOME-Interest                           $ 718,613
EXPENSES:
  Investment advisory fee       $52,356
  Directors' fees and expenses   11,469
  Officer's salary               10,242
  Postage and printing            8,477
  Professional fees               5,485
  Insurance                       5,734
  Transfer agent and
    registrar fees                4,986
  The New York Stock
    Exchange, Inc.-annual fee     3,916
  Miscellaneous                   5,770
                                -------
    Total expenses                          108,435
                                          ---------
      Investment Income-Net                 610,178
                                          ---------

REALIZED LOSS AND UNREALIZED DEPRECIATION/
APPRECIATION ON INVESTMENTS-NET:
- --------------------------
Realized loss from security transactions
  (excluding short-term securities):
  Proceeds from sales        $  440,356
  Cost of sales                 444,478
                             ----------
    Net realized loss                        (4,122)
Unrealized appreciation on
  investment securities:
  Beginning of period         1,887,704
  End of period                 506,569
                             ----------
    Change in unrealized
      appreciation-net                   (1,381,135)
                                         ----------
      Net realized loss and change
        in unrealized appreciation
        (depreciation) on investments    (1,385,257)
                                         ----------  
Net Increase in Net Assets
  Resulting from Operations             ($  775,079)
                                         ========== 


(right column)

Statement of Changes in Net Assets

                               For the
                            three months      For the year
                                ended            ended
                            Mar. 31, 1996     Dec. 31, 1995
                            -------------     -------------
INCREASE (DECREASE)
IN NET ASSETS
- ------------------------
Operations:
  Investment income-
    net (Note 1)            $   610,178        $ 2,484,734
  Realized (loss) on
    investments-net
    (Note 2)                     (4,122)          (277,290)    
  Change in unrealized
    appreciation
    (depreciation)-net       (1,381,135)         4,767,536        
                            -----------        -----------
  Net increase (decrease)
    in net assets
    resulting from
    operations                 (775,079)         6,974,980       
  Dividends to share-
    holders from:
    Investment income-
    net                           -             (2,450,998)
    Net realized gains
    on investments                -                  -
  Cost of Shares purchased
    pursuant to Section 23
    of the Investment Com-
    pany Act of 1940
    (Note 5)                      -                  -
                            -----------        -----------
  Total increase (decrease)
    in net assets              (775,079)         4,523,982

NET ASSETS:
- ------------------------
Beginning of period          41,452,164         36,928,182
                            -----------        -----------
End of period (including
  undistributed net invest-
  ment income of $708,101
  in 1996 and $97,923 in
  1995, respectively)       $40,677,085        $41,452,164
                            ===========        ===========

        The accompanying notes are an integral part of these statements.

                                        4




<PAGE>

Excelsior Income Shares, Inc.

Financial Highlights
<TABLE>
<CAPTION>

                                   For the three              For the year ended
                                   months ended   ------------------------------------------             
                                      3/31/96       1995        1994*       1993        1992
                                      -------       ----        -----       ----        ----
<S>                                    <C>         <C>         <C>         <C>         <C>   
Per Share Operating Performance:
Net asset value, beginning of year     $18.94      $16.87      $18.97      $18.54      $18.74
                                       ------      ------      ------      ------      ------

  Net investment income                   .28        1.14        1.06        1.17        1.32

  Net gain (loss) on securities
    (realized and unrealized)            (.63)       2.05       (2.00)       0.71       (0.08)
                                       ------      ------      ------      ------      ------
Total from investment operations         (.35)       3.19        (.94)       1.88        1.24
                                       ------      ------      ------      ------      ------

Less Dividends and Distributions:
Dividends from net investment
  income                                  -         (1.12)      (1.03)      (1.17)      (1.33)

Distribution from realized gains on
  investments                             -           -          (.16)      (0.28)      (0.09)

Distribution in excess of realized
  gains on investments                    -           -           -           -         (0.02)
                                       ------      ------      ------      ------      ------
Total dividends and distributions         -         (1.12)      (1.19)      (1.45)      (1.44)
                                       ------      ------      ------      ------      ------
  Treasury Stock Transaction              -           -           .03         -           -
                                       ------      ------      ------      ------      ------
Net asset value, end of year           $18.59      $18.94      $16.87      $18.97      $18.54
                                       ======      ======      ======      ======      ======
Market value per share, end of year    $15.63      $16.00      $14.63      $17.50      $17.75
                                       ======      ======      ======      ======      ======

Total Investment Return:
Based on market value per share        (2.31%)     14.92%      (8.64%)      5.98%       6.65%

Ratios To Average Net Assets:
Expenses                                0.26%       1.08%       1.15%       1.08%        .98%
Net investment income                   1.48%       6.23%       5.92%       6.07%       7.14%

Supplemental Data:
Net assets at end of period
  (000 omitted)                       $40,677     $41,452     $36,928     $42,130     $41,183
Portfolio turnover rate                 1.21%      23.43%      95.53%      81.23%     155.60%

*Based on average shares outstanding.

</TABLE>

         The accompanying notes are an integral part of this schedule.

                                        5

<PAGE>

Excelsior Income Shares, Inc.

Notes to Financial Statements
March 31, 1996
- --------------------------------------------------------------------------------

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Excelsior Income Shares, Inc. (the "Company") was incorporated on March 16, 1973
and commenced  operations on May 15, 1973.  The Company is registered  under the
Investment  Company  Act of  1940,  as  amended,  as a  diversified,  closed-end
management  investment  company.  The  significant  accounting  policies  of the
Company,  which are in conformity with generally accepted accounting principles,
are as follows:

    a)  Investments-Security  transactions  are  recorded  as of the trade date.
Investments owned at March 31, 1996, are reflected in the accompanying financial
statements at value.  Valuations of the Company's  investments are supplied by a
pricing  service  approved by the Board of Directors or by dealers who regularly
trade in the security being valued. Short-term holdings are carried at cost plus
accrued interest, which approximates value.

    The difference between cost and value is reflected  separately as unrealized
appreciation (depreciation) of investments.

    The cost basis of bonds is not  adjusted  for  amortization  of  premiums or
accretion of discounts, except for original issue discount which is accreted.

    Realized  gains and losses on security  transactions  are  determined on the
basis of identified cost.

    b) Federal Income Taxes-No  provision for Federal income taxes has been made
in the  accompanying  financial  statements  since the Company intends to comply
with  the  provisions  of  Subchapter  M of the  Internal  Revenue  Code  and to
distribute to its shareholders  substantially  all of its net investment  income
and net realized  capital  gains,  if any.  For Federal  income tax purposes the
Company has capital loss carryforwards of $92,443,  $277,290 and $4,122 expiring
on December  31, 2002,  December  31, 2003 and December 31, 2004,  respectively,
available to offset future capital gains, if any.

    c) Investment Income  Recognition-The  Company records interest and expenses
on the accrual basis.

    d) Dividend  Distributions-The  Company records  dividend  distributions  to
shareholders as of the ex-dividend date.

    e) The  preparation  of financial  statements in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial statements and the reported amounts of expenses during the
reporting period. Actual results could differ from these estimates.

(2) DISTRIBUTIONS:

Realized gains from security  transactions to the extent they exceed accumulated
net realized losses are distributed to shareholders in the succeeding year.

                                        6

<PAGE>

Excelsior Income Shares, Inc.

Notes to Financial Statements (continued)
March 31, 1996
- --------------------------------------------------------------------------------

(3) RELATED PARTY TRANSACTIONS:

Under an investment advisory agreement,  United States Trust Company of New York
furnishes  investment  advisory services to and performs certain  administrative
functions for the Company. Quarterly fees for such services are based on the net
assets of the Company, as of the close of the last business day of each quarter,
at the annual rate of 0.5% of the first  $100,000,000 of such net assets, and at
reduced rates thereafter.

    The  investment  advisory  agreement  also  provides  that the Advisor  will
reimburse the Company for all expenses  (excluding  interest,  taxes,  brokerage
commissions  and  certain  other  expenses,  if any) borne by the Company in any
calendar year in excess of 1.5% of the first  $30,000,000  of annual average net
assets, and 1% of annual average net assets, in excess of $30,000,000.

    Effective  September 1, 1995,  United  States Trust Company of New York sold
its custody,  transfer  agent and Fund  administration  businesses and now those
functions are performed by subsidiaries of The Chase Manhattan Bank N.A.

    Each director who is not an affiliated  person, as defined by the Investment
Company  Act of 1940,  receives  from the  Company an annual  fee of $5,000,  an
attendance fee of $300, and $100 for each audit committee meeting attended.

    Three officers of the Company are officers of United States Trust Company of
New York.

(4) PURCHASES AND PROCEEDS FROM SALES OF SECURITIES:

For the period  ended  March 31,  1996,  purchases  and  proceeds  from sales of
securities other than short-term  United States  Government and Federal Agencies
obligations aggregated $1,989,980 and $-0-, respectively. Purchases and proceeds
from  sales  of  United  States  Government  and  Federal  Agencies  obligations
aggregated $1,053,995 and $440,356, respectively.

(5) CAPITAL STOCK:

At March 31, 1996,  2,188,391 shares of $.01 par value common stock  (15,000,000
shares authorized) were outstanding.

    Pursuant to Section 23 of the  Investment  Company Act of 1940,  the Company
may in the future purchase shares of Excelsior Income Shares,  Inc. Common Stock
on the open market from time to time, at such times,  and in such amounts as may
be deemed  advantageous  to the Company.  Nothing  herein shall be  considered a
commitment to purchase such shares.  For the year ended  December 31, 1994,  the
Company purchased 32,500 shares in the open market at a cost of $475,737.

                                        7

<PAGE>

(left column)

Excelsior Income Shares, Inc.
114 W. 47th Street, 9th Floor
New York, NY 10036-1532
(212) 852-3732

DIRECTORS
Townsend Brown II
Manning E. Case
George T. Conklin, Jr.
Edwin A. Heard
James J. O'Leary
Perry W. Skjelbred
Philip J. Tilearcio
Kenneth G. Walsh

OFFICERS
Townsend Brown II
President, Chief Executive Officer

Henry M. Milkewicz
Vice President

Robert D. Cummings
Secretary and Treasurer

Robert R. Johnson
Assistant Treasurer
  and Assistant Secretary

Investment Advisor
United States Trust Company
  of New York
114 West 47th Street
New York, NY 10036-1532

Transfer Agent Registrar & Custodian
The Chase Manhattan Bank, N.A.
Customer Services
770 Broadway, 6th Floor
New York, NY 10003
(800) 257-2356

Independent Accountants
Coopers & Lybrand L.L.P.
1301 Avenue of the Americas
New York, NY 10019

Listed on N.Y. Stock Exchange- Symbol EIS

A "Closed-End Bond Funds" table, which includes
current data on Excelsior, is published weekly by
The Wall Street Journal and The New York Times.


(right column)

                               ------------------


                                      LOGO





                                    Excelsior
                                 Income Shares,
                                      Inc.





                                Quarterly Report
                                 March 31, 1996


                               ------------------







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