EXCELSIOR INCOME SHARES INC
N-30B-2, 1997-01-27
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                                                                 October 3, 1996
Dear Fellow Shareholders:

    Net investment income for the third quarter was $607,753, or $.27 per share.
A dividend of $.26 was declared on October 3rd,  payable October 25th to holders
of record October 18th.

    A shareholder  recently asked what Excelsior's  investment rationale is. The
question is particularly  appropriate  during a time when everything seems to be
going well with the economy and prosperity  appears to be a consistent  state of
affairs.

    Without  attempting to predict either  political or economic  events, a safe
bet is that changes will come and they will not always be benign.

    Russia is an enigma. Islamic fundamentalism continues to spread. The Balkans
are an accident waiting to happen again.  Peace between Israel and its neighbors
remains fragile.  Domestic economic  tranquillity  marks giant problems of class
and philosophical differences.

    In short,  although the market seems to be celebrating a kind of Golden Age,
historically such periods are to be relished and do not last very long. Equally,
bull stock markets always end and speculators always get too greedy.

    That is our  argument  for owning  Excelsior.  Some part of every  portfolio
ought to be committed to dull,  stodgy,  highquality,  liquid  investments.  All
these words  characterize your Fund . . . and there are plenty of scarier places
to be!

                                                  Sincerely,



                                                  Townsend Brown II
                                                  President



October 3, 1996



                                        1


<PAGE>

Excelsior Income Shares, Inc.

Schedule of Investments
September 30, 1996 (Note 1) 

<TABLE>
<CAPTION>
U.S. GOVERNMENT AND FEDERAL                 Moody's
AGENCIES OBLIGATIONS-59.06%                 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       $ 2,516,698
  7.50%, 7/25/20                              (1)      4,000,000         3,959,687         4,038,040
Federal National Mortgage Assn., Global Bond,
  8.50%, 2/1/05                                        1,600,000         1,600,000         1,665,286
Government National Mortgage Assn.,
  7%, 5/15/22                                 (1)        343,676           343,246           330,896
  7%, 4/15/23                                 (1)      4,108,530         4,111,098         3,955,747
  7%, 5/15/23                                 (1)        881,417           878,800           848,640
  7%, 3/15/24                                 (1)      1,813,415         1,794,147         1,745,979
  7.50%, 12/15/25                             (1)      1,041,082         1,039,455         1,028,394
  8%, 8/15/24                                 (1)      1,727,147         1,717,702         1,744,419
  8%, 1/15/25                                 (1)      1,637,346         1,583,109         1,653,720
  8.50%, 7/15/17                              (1)      1,186,025         1,216,231         1,220,123
  8.50%, 5/15/21                              (1)        666,036           682,999           685,184
  10%, 1/15/18                                (1)      1,027,227         1,114,703         1,120,961
U.S. Treasury Bond,
  7.25%, 5/15/16                              (1)      1,000,000           975,000         1,020,935
                                                     -----------       -----------       -----------
                                                      23,531,901        23,440,122        23,575,022
                                                     -----------       -----------       -----------

BONDS and NOTES-27.88%
- ----------------------------------------------------------------------------------------------------
DuPont EI de Nemours & Co., Notes,
  8.25%, 9/15/06                              Aa2      1,500,000         1,495,875         1,616,451
Ford Motor Credit
  6.125%, 1/9/06                              A1       2,000,000         1,989,980         1,831,808
KFW International Finance Inc., Notes,
  7.20%, 3/15/14                              Aaa      2,000,000         1,978,500         1,978,386
Republic N.Y. Corp., Notes,
  7.75%, 5/15/09                              A1       1,800,000         1,806,138         1,849,648
Wachovia Corp. Sub. Notes,
  6.375%, 2/1/09                              A1       2,000,000         1,997,400         1,837,726
Wisconsin Elec. Power Co.,
  7.25%, 8/1/04                               Aa2      2,000,000         1,988,600         2,013,624
                                                     -----------       -----------       -----------
                                                      11,300,000        11,256,493        11,127,643
                                                     -----------       -----------       -----------

SHORT-TERM HOLDINGS-13.06%
- ----------------------------------------------------------------------------------------------------
F.H.L.M.C. Disc. Note 10/10/96                         4,000,000         3,994,820         3,994,820
F.N.M.A. Disc. Note 10/11/96                           1,195,000         1,193,277         1,193,277
U.S.A. Treas. Bill 10/10/96                               25,000            24,970            24,970
                                                     -----------       -----------       -----------
                                                       5,220,000         5,213,067         5,213,067
                                                     -----------       -----------       -----------
TOTAL INVESTMENTS IN SECURITIES                      $40,051,901       $39,909,682       $39,915,732
                                                     ===========       ===========       ===========
<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)
September 30, 1996 (Note 1)

The aggregate  market value at September 30, 1996 for
the long-term  holdings in terms of Quality Ratings is as
follows:

                         Rating             Value        Percent
                         ------             -----        -------
                         Aaa (1)        $25,553,408       73.64
                         A1               5,519,182       15.90
                         Aa2              3,630,075       10.46
                                        -----------      ------
                         Total          $34,702,665      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                                  $   581,102

    Aggregate gross unrealized
      depreciation                                     (575,052)
                                                    -----------
  Net unrealized depreciation                       $     6,050
                                                    ===========
Cost for Federal Income Tax Purposes                $39,909,682
                                                    ===========

**Credit ratings are unaudited.


         The accompanying notes are an integral part of this schedule.


(right column)

Statement of Assets and Liabilities
September 30, 1996 

ASSETS:
- ----------------------------------
Investments (Note 1) in securities
  at value (identified
  cost $39,909,682):

  U.S. Government and
    Federal Agencies
    obligations                             $23,575,022

  Bonds and notes                            11,127,643

  Short-term holdings                         5,213,067
                                            -----------
    Total Investments                                       $39,915,732

Cash                                                             14,590
Interest receivable                                             368,651
Prepaid expenses                                                  1,035
                                                            -----------
    Total Assets                                             40,300,008
                                                            -----------

LIABILITIES:
- ----------------------------------
Accrued advisory fee (Note 3)                                    59,363
Accrued operating expenses                                       51,469
                                                            -----------
    Total Liabilities                                           110,832
                                                            -----------
Net Assets                                                  $40,189,176
                                                            ===========

NET ASSETS consist of:
  Undistributed net investment income                        $  740,361
  Accumulated net realized losses
    from investment transactions                                (23,772)
  Unrealized appreciation on investments                          6,050
  Capital shares (Note 5)                                        21,884
  Additional paid-in capital                                 39,444,653
                                                            -----------
                                                            $40,189,176
                                                            ===========

Net Asset Value per share
  ($40,189,176 d/b 2,188,391 shares)                             $18.36
                                                                 ======

         The accompanying notes are an integral part of this schedule.


                                        3

<PAGE>

(left column)

Excelsior Income Shares, Inc.

Statement of Operations
for the nine months ended September 30, 1996
(Note 1) 

INVESTMENT INCOME:
- ----------------------------------

INCOME-Interest                                              $2,150,665
EXPENSES:
  Investment advisory fee                    $157,643
  Directors' fees and expenses                 34,532
  Officer's salary                             30,839
  Postage and printing                         25,523
  Professional fees                            16,514
  Insurance                                    17,265
  Transfer agent and registrar fees            15,013
  The New York Stock
    Exchange, Inc.-annual fee                  11,790
  Miscellaneous                                17,377
                                              -------
    Total expenses                                              326,496
                                                             ----------
      Investment Income-Net                                   1,824,169
                                                             ----------
REALIZED LOSS AND UNREALIZED DEPRECIATION/
APPRECIATION ON INVESTMENTS-NET:

Realized loss from security transactions
  (excluding short-term securities):
  Proceeds from sales                      $1,404,825
  Cost of sales                             1,428,597
                                           ----------
    Net realized loss                                           (23,772)
Unrealized appreciation depreciation
  on investment securities:
  Beginning of period                       1,887,704
  End of period                                 6,050
                                           ----------
    Change in unrealized
      appreciation-net                                       (1,881,654)
                                                             ----------
      Net realized loss and change
        in unrealized appreciation
        (depreciation) on investments                        (1,905,426)
                                                             ---------- 
Net decrease in Net Assets
  Resulting from Operations                                  ($  81,257)
                                                             ==========

(right column)

Statement of Changes in Net Assets

                                    For the
                                   nine months              For the year
                                      ended                    ended
                                  Sept. 30, 1996            Dec. 31, 1995
                                  --------------            -------------  
INCREASE (DECREASE)
IN NET ASSETS
- ----------------------------------
Operations:
  Investment income-
    net (Note 1)                   $ 1,824,169              $ 2,484,734
  Realized (loss) on
    investments-net
    (Note 2)                           (23,772)                (277,290)
  Change in unrealized
    appreciation
    (depreciation)-net              (1,881,654)               4,767,536
                                   -----------              -----------
  Net increase (decrease)
    in net assets
    resulting from
    operations                         (81,257)               6,974,980
  Dividends to share-
    holders from:
    Investment income-
    net                             (1,181,731)              (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                   (1,262,988)               4,523,982

NET ASSETS:
Beginning of period                 41,452,164               36,928,182
                                   -----------              -----------
End of period (including
  undistributed net invest-
  ment income of $740,361
  in 1996 and $97,923 in
  1995, respectively)              $40,189,176              $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 nine       For the year ended
                                         months ended -------------------------------       
                                            9/30/96   1995     1994*    1993     1992
                                            -------   ----     -----    ----     ----
<S>                                         <C>      <C>      <C>      <C>      <C>   
Per Share Operating Performance:
Net asset value, beginning of period        $18.94   $16.87   $18.97   $18.54   $18.74
                                            ------   ------   ------   ------   ------
  Net investment income                        .83     1.14     1.06     1.17     1.32
  Net gain (loss) on securities
    (realized and unrealized)                 (.87)    2.05    (2.00)    0.71    (0.08)   
                                            ------   ------   ------   ------   ------
Total from investment operations              (.04)    3.19     (.94)    1.88     1.24
                                            ------   ------   ------   ------   ------
Less Dividends and Distributions:

Dividends from net investment
  income                                      (.54)   (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             (.54)   (1.12)   (1.19)   (1.45)   (1.44)
                                            ------    -----   ------   ------   ------
  Treasury Stock Transaction                    -        -       .03       -        -
                                            ------   ------   ------   ------   ------
Net asset value, end of period              $18.36   $18.94    16.87   $18.97   $18.54
                                            ======   ======   ======   ======   ====== 
Market value per share, end of period       $15.625  $16.00   $14.63   $17.50   $17.75
                                            ======   ======   ======   ======   ======
Total Investment Return:
Based on market value per share              1.06%   14.92%    (8.64%)   5.98%    6.65%

Ratios To Average Net Assets:
Expenses                                     0.81%    1.08%     1.15%    1.08%     .98%
Net investment income                        4.52%    6.23%     5.92%    6.07%    7.14%

Supplemental Data:
Net assets at end of period
  (000 omitted)                            $40,189  $41,452   $36,928  $42,130  $41,183
Portfolio turnover rate                      3.88%   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
September 30, 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 June 30, 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 $23,772 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)
September 30, 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  September  30, 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 $1,404,825, respectively.

(5) CAPITAL STOCK:

At  September  30,  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, 8th Floor
New York, NY 10036-1532
(212) 852-3732

DIRECTORS
Townsend Brown II
Edwin A. Heard
James J. O'Leary
John H. Reilly
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
                               September 30, 1996


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




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