EXCELSIOR INCOME SHARES INC
SC 13D/A, 1998-04-15
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                               (Amendment No.2)*

                         Excelsior Income Shares, Inc.

                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   300723103
                                 (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

                                 April 7, 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 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)


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                                  SCHEDULE 13D

CUSIP No. 300723103                                            Page 2 of 4 Pages


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

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
                                                                 (a) [ ]


                                                                 (b) [X]

3        SEC USE ONLY

4        SOURCE OF FUNDS*

            AF

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) or 2(e)                                         [ ]

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  New York

                    7        SOLE VOTING POWER

                                   113,227 Shares
  NUMBER OF SHARES  8        SHARED VOTING POWER
        BENE-
      FICIALLY
    OWNED BY EACH   9        SOLE DISPOSITIVE POWER
      REPORTING
       PERSON                      113,227 Shares
        WITH       10        SHARED DISPOSITIVE POWER


11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  113,227 Shares

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
         SHARES*                                                          [ ]

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  5.17%

14       TYPE OF REPORTING PERSON*

                  IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


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ITEM 1    Security and Issuer
          Common Stock
          Excelsior Income Shares, Inc. ("EIS")
          73 Tremont Street
          Boston, Massachusetts 02108-3913


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 Van DeGriff, 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 Van DeGriff or Sophie Karpus
               (the "Principals") or KIM has been convicted in the past 5 years
               of any criminal 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.
          e)   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 advisor, has accumulated 113,227 shares
          of EIS on behalf of accounts that are managed by KIM ("the Accounts")
          under limited powers of attorney which represents 5.17% of the
          outstanding shares. 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
          conservative, fixed income manager, with a specialty focus in the
          closed end fund sector, the profile of EIS (being a conservative
          investment grade fund) fit the investment guidelines for various
          Accounts.

ITEM 5    Interest in Securities of the Issuer
          a)   As of the date of this Report, KIM owns 113,227 shares which
               represent 5.17% of the outstanding Shares. Karpus Investment
               Management Profit

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               Sharing Plan purchased 100 shares at $16.125 on June 29, 1995
               and 400 shares at $16.125 on June 30, 1995. None of the 
               Principals presently own shares.
          b)   KIM has the sole power to dispose of and to vote all such Shares
               under limited powers of attorney.
          c)   Open market purchases or sales in the last 150 days for the 
               Accounts.

                             Price

Date           Shares        Per Share
- -----------------------------------------
11-11-97       2,500         $16.25
12-08-97       2,500          16.625
12-15-97       (  300)        16.75
12-22-97       (2,300)        16.875
03-05-98       (  150)        17.25
03-25-98       (1,600)        16.875

          There have been no dispositions and no acquisitions, other than by 
          such open market purchases or sales, during such period.

          The Accounts have the right to receive all dividends from, and 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, Arrangements, 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 the EIS 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 set forth in this statement is true, complete
and correct.


                                        Karpus Management, Inc.


April 7, 1998                         By: /s/ George W. Karpus Pres
- -------------                             --------------------------------
    Date                                             Signature

                                            George W. Karpus, President
                                            ---------------------------
                                                     Name/Title




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