SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
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                          EXCELSIOR INCOME SHARES, INC.
                (Name of Registrant as Specified In Its Charter)

               ---------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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(1)  Title of each class of securities to which transaction applies: Common
     Stock, par value $.01 per share
     -----------------------------------------------------------------

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                          EXCELSIOR INCOME SHARES, INC.
                                 d/b/a EIS FUND
                                EXECUTIVE OFFICES
                              114 West 47th Street
                               New York, NY 10036



April 27, 2001

Dear Shareholder:

We think you should be aware of several recent developments regarding the Fund
and the actions of certain of its shareholders. The Fund held its annual meeting
of shareholders on April 17, 2001. Mr. Ron Olin, a beneficial owner of
approximately 26% of the Fund's outstanding shares, chose not to vote his shares
at the meeting. As a result, the Fund did not have a sufficient number of votes
present to conduct business and adjourned the meeting, initially until April 24,
2001 and currently until May 11, 2001.

Ralph Bradshaw, a shareholder who initiated a proxy contest to elect five
persons designated by him to your Fund's Board of Directors, was present at and
participated in both the April 17th meeting and the April 24th meeting. In the
past, Mr. Bradshaw served on several boards with Mr. Olin and was an employee of
and provided consultant services to Mr. Olin's investment advisory firm. During
the course of the April 24th meeting, Mr. Bradshaw indicated that he was
revoking the proxies he had previously submitted to the Fund. The Fund believes
that the actions taken to date by Mr. Olin and Mr. Bradshaw are not in the best
interests of the Fund's other shareholders and will result in unnecessary delay
and significant expense in obtaining shareholder action on matters presented at
the annual meeting.

We previously sent you a letter indicating that Institutional Shareholder
Services (ISS), a leading independent proxy voting advisory firm, recommends
that shareholders vote in favor of all of management's proposals.

It is extremely important that all shares be voted. If you have not already
voted, or have returned a green proxy card, please take a moment to vote today
in support of your Fund's management on the enclosed WHITE proxy card. Even if
you have previously returned your signed WHITE proxy card, we urge you to submit
a new WHITE proxy card. If you have previously returned a green proxy card,
submission of your signed WHITE proxy card will revoke your prior vote.

Thank you for your cooperation.

Sincerely,

EIS FUND



   If you have any questions or need assistance in voting your shares, please
     contact our proxy solicitor, Georgeson Shareholder Communications Inc.:
                            TOLL FREE: 1-800-223-2064