PIONEER INTEREST SHARES INC /MA/
POS AMI, 1996-08-01
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As filed with the Securities and Exchange Commission on  August 1, 1996.
                                             Registration No. 811-2239


<PAGE>





                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-2


     [X]      Registration Statement under the Investment Company
                                   Act of 1940


     [X]                         Amendment No. 14

                             PIONEER INTEREST SHARES
                    (formerly Pioneer Interest Shares, Inc.)
             ------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                  60 State Street, Boston, Massachusetts 02109
                    (Address of Principal Executive Offices)

                                 (617) 742-7825
              (Registrant's Telephone Number, including Area Code)

                              Joseph P. Barri, Esq.
                                  Hale and Dorr
                                 60 State Street
                           Boston, Massachusetts 02109
                     (Name and Address of Agent for Service)




<PAGE>


                       ADOPTION OF REGISTRATION STATEMENT

         Pioneer Interest Shares, a Delaware  business trust,  hereby adopts the
Registration  Statement  on Form N-2, as amended,  of Pioneer  Interest  Shares,
Inc., a Nebraska corporation.
















<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant  has duly  caused  this  registration  statement  to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston, and
The Commonwealth of Massachusetts, on the 28th day of June, 1996.

                                                  PIONEER INTEREST SHARES



                                                  By:  /s/ John F. Cogan, Jr._
                                                       John F. Cogan, Jr.
                                                       Chairman and President







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