EXCELSIOR INCOME SHARES INC
SC 13D/A, 1998-05-13
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                              (Amendment No. 3)*

                         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)

                                  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 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

                                   115,337 Shares
  NUMBER OF SHARES  8        SHARED VOTING POWER
        BENE-
      FICIALLY
    OWNED BY EACH   9        SOLE DISPOSITIVE POWER
      REPORTING
       PERSON                      115,337 Shares
        WITH       10        SHARED DISPOSITIVE POWER


11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  115,337 Shares

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

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

                  5.27%

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.
                                                                        2 OF 7
<PAGE>

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
         115,337 shares of EIS on behalf of accounts that are managed
         by KIM ("the Accounts") under limited powers of attorney
         which represents 5.27% 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 115,337 shares which 
            represent 5.27% of the outstanding Shares. Karpus Investment 
            Management Profit 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 60 days for
            the Accounts.

<PAGE>


                                            Price
         Date              Shares           Per Share
         --------------------------------------------
         4/6/98            2,100            16.75
         4/7/98            1,000            16.6875
         4/28/98            -350            16.25

        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.

May 6, 1998                    By:  /s/ George W. Karpus
- ------------------                ------------------------------
         Date                                Signature

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


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