EXCELSIOR INCOME SHARES,INC. PRRN14A
Filing Date: 8/13/01


1
2
3
4



 TYPE:  PRRN14A
 SEQUENCE:  1


SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by Registrant  [     ]
Filed by a Party other than the Registrant  [X]

Check the appropriate box:

[ X ] Preliminary Proxy Statement     [  ]  Confidential, For Use of the
                                            Commission Only (as permitted
                                            by Rule 14a-6(e)(2))

[   ]     Definitive Proxy Statement

[   ]     Definitive Additional Materials

[   ]     Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
          240.14a-12


EXCELSIOR INCOME SHARES, INC.
- ------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

Ralph W. Bradshaw
- ------------------------------------------------------------------------

Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]     No fee required.

[   ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
        and 0-11.

          (1)    Title of each class of securities to which transaction
                 applies: _____________________________________________

          (2)    Aggregate number of securities to which transaction
                 applies: _____________________________________________

          (3)    Per unit price or other underlying value of transaction
                 computed pursuant to Exchange Act Rule 0-11 (Set forth
                 the amount on which the filing fee is calculated and
                 state how it was determined):
                 ______________________________________________________
          (4)    Proposed maximum aggregate value of transaction:
                 ______________________________________________________
          (5)    Total fee paid:_______________________________________


 [   ]  Fee paid previously with preliminary materials.

 [   ]  Check box if any part of the fee is offset as provided by Exchange
        Act Rule 0-11(a)(2) and identify the filing for which the
        offsetting fee was paid previously.   Identify the previous filing
        by registration statement number, or the form or schedule and the
        date of its filing.

       (1)   Amount previously paid:
             _______________________________________
       (2)   Form, Schedule or Registration Statement No.:
             _______________________________________
       (3)   Filing Party:
             _______________________________________
       (4)   Date Filed:
             _______________________________________


                     PROXY STATEMENT IN OPPOSITION
             TO SOLICITATION BY THE BOARD OF DIRECTORS OF
                     EXCELSIOR INCOME SHARES, INC.
                114 West 47th Street   New York, NY 10036


                  ANNUAL MEETING OF STOCKHOLDERS
                     To be held on September 12, 2001

This proxy statement and the enclosed [GREEN] proxy card are being
furnished to holders of record on August 10, 2001, (the "Record Date") of
shares of common stock ("Common Stock") of the Excelsior Income Shares,
Inc. (the "Fund") by Ralph W. Bradshaw (the "Soliciting Stockholder"), in
connection with the solicitation of proxies by the Soliciting Stockholder
for use at the 2001 Annual Meeting of the Fund to be held at the offices of
Kramer Levin Naftalis & Frankel, 919 Third Avenue, New York, N.Y. 10022, on
September 12, 2001, at 11:00 a.m., New York City time, and any adjournment
or adjournments hereof.   The Soliciting Stockholder is soliciting a proxy
to vote your shares at the 2001 Annual Meeting of Stockholders of the Fund
and at any and all adjournments or postponements of the meeting.


INTRODUCTION

This proxy statement and the enclosed [GREEN] proxy card are first being
sent to stockholders of the Fund on or about ________, 2001 for the
following purposes:

(1)   To elect five Directors to hold office until the next Annual Meeting and
      until their respective successors have been duly elected and qualified;

(2)   To consider a new Investment Advisory Agreement between the
      Fund and Rafferty Capital Markets, LLC;

(3)   To consider and vote upon a proposal to liquidate and dissolve the Fund
      pursuant to the plan of liquidation described in the Fund's proxy
      statement (the "Plan");

(4)   To consider and vote upon the appointment of PricewaterhouseCoopers LLP
      as the independent certified public accountants of the Fund for the
      fiscal year ending December 31, 2001;

(5)   To consider and vote on the change in the name of the Fund from
      Excelsior Income Shares, Inc. to EIS Fund, Ltd.;

With respect to these matters, the Soliciting Stockholder is soliciting a
proxy to vote your shares:

        IN FAVOR of the election of the individuals whom the Soliciting
        Stockholder intends to nominate for election as directors of the
        Fund and in favor of all items.

The Soliciting Stockholder is also soliciting your proxy to vote your shares on
the following Shareholder Value Proposal, that he intends to introduce at the
meeting:

(6a)	RESOLVED:  If a majority favors liquidation, but it fails to receive the
      super-majority, two-thirds vote required, the shareholders recommend that
      the Board provide shareholders an option to receive Net Asset Value, as
      soon as possible, through open-ending or some other means.

(6b)	RESOLVED:  If the liquidation proposal receives the required two-thirds
      vote, the shareholders request that the first liquidation payment,
      representing substantially all of the proceeds from sale of the Fund's
      liquid assets, be distributed within 30 days after the meeting, rather
      than 90 days as described in the Fund's proxy.

If a shareholder returns the [GREEN] proxy card with no indication of how to
vote on any of these matters, the Soliciting Stockholder will vote FOR on these
proposals.

How Proxies Will Be Voted

All of the proposals scheduled by the Fund to be voted on at the meeting are
included in the enclosed [GREEN] proxy card.  The Shareholder Value Proposal is
not included in the Fund's proxy.  If you wish to vote IN FAVOR of
these nominees, and/or FOR, AGAINST, or ABSTAIN on any of the other proposals,
you may do so by completing and returning a [GREEN] proxy card.

If you return a [GREEN] proxy card to the Soliciting Stockholder or its
agent, your shares will be voted on each matter as you indicate.  If you do
not indicate how your shares are to be voted on a matter, they will be voted
as follows:

- -FOR the election of the nominees named in this proxy.

- -FOR the remaining proposals, including the above referenced Shareholder Value
  Proposal that is intended to be proposed at the meeting.

All other proposals introduced at the meeting will be voted in what, as
determined by the sole discretion of the Soliciting Stockholder, is in the best
interests of shareholders. The proxies may also temporarily decline to attend
the Meeting, thereby possibly preventing a quorum, in order to solicit
additional proxies or, if they deem it to be in the interest of the
shareholders, for any other legal reason.


Voting Requirements

Only stockholders of record on the Record Date are entitled to vote at the
meeting. According to the Fund's proxy statement, as of February 20, 2001, the
record date for the first annual meeting, and as of June 30, 2001, there were
2,169,091 issued and outstanding shares of common stock of the Fund.
Stockholders will be entitled to one vote for each share held. Only
stockholders of record at the close of business on August 10, 2001 will be
entitled to vote at the Meeting.  Directors of the Fund are elected by a
plurality of the votes cast.

In tallying stockholder votes, abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees as to which (a) instructions have not been
received from the beneficial owners or persons entitled to vote and (b) the
broker or nominee does not have discretionary voting power on a particular
matter) will be counted for purposes of determining whether a quorum is
present for purposes of convening the meeting, but neither abstentions nor
broker non-votes will be considered votes cast for any purposes at the
Meeting.  The five nominees receiving the largest number of votes will be
elected to serve as directors of the Fund.

If a quorum is not present at the meeting, the persons named as proxies may
propose one or more adjournments of the meeting to permit further
solicitation of proxies.  The proxies may also propose an adjournment for
other reasons.  Any adjournment will require the affirmative vote of a
majority of those shares present at the meeting in person or by proxy.  If an
adjournment of the meeting is proposed, the person named as proxy on the
[GREEN] proxy card will vote for or against such adjournment in his
discretion.

Revocation of Proxies

You may revoke any proxy you give to management or the Soliciting Stockholder
at any time prior to its exercise in the following ways:

Deliver a written revocation of your proxy to the Secretary of the Fund;

Execute and deliver a later dated proxy to the Soliciting Stockholder or to
the Fund or our respective agents; or

Vote in person at the meeting.  (Attendance at the meeting will not in and of
itself revoke a proxy.)

There is no limit on the number of times you may revoke your proxy prior to
the meeting.  Only the latest dated, properly signed proxy card will be
counted.


INFORMATION CONCERNING THE SOLICITING STOCKHOLDER

The address of the Soliciting Stockholder is One West Pack Square, Suite 1650,
Asheville, NC  28801.

As of the Record Date, the Soliciting Stockholder had the beneficial
ownership of 501 shares of Common Stock of the Fund.

Exhibit 1 to this proxy statement contains a schedule showing the purchases
and sales of Common Stock of the Fund by the Soliciting Stockholder within
the past two years.

There are no contracts, arrangements, or understandings of any kind between
the Soliciting Stockholder and any other person with respect to how shares of
the Fund owned by that person might be voted.

REASONS FOR THE SOLICITATION

Prior to this year's proxy contests, the Fund regularly traded at a substantial
discount to net asset value per share ("NAV").  The Soliciting Stockholder
believes that, in spite of some temporary improvement due to market conditions
and the possibility of liquidation, effective measures have not been taken by
the investment manager nor has there been effective direction by the current
Board to deal with this persistent problem.

As one example, the Fund is not making use of the repurchase program announced
during the proxy contest earlier this year.  In a federal filing with the SEC
the Fund stated that, "The Board believed that adoption of the program might
enhance value for shareholders by reducing the NAV Discount and providing some
additional liquidity for shareholders who desire to sell their shares in the
Fund." However, in spite of the fanfare, the shares of record have not changed.
It appears that not a single share has been repurchased during the
intervening weeks. This program is beneficial to shareholder value and
the Board is not providing effective leadership in its use.

As another example, while the Board is giving shareholders an opportunity to
choose whether or not to liquidate the Fund, it is doubtful that the measure
will pass because the Board has insisted on a super-majority of all outstanding
shares for approval.  The Shareholder Value Proposal which I intend to propose
at the meeting recommends that if the super-majority is not reached but a
majority favors liquidation stockholders should be given an option to receive
Net Asset Value.  This could be made available through a tender offer, an open-
ending, or some other means.  Some options might require shareholder approval.

Because we believe that shareholders deserve better, the purpose of this proxy
is to solicit your vote to elect Ralph W. Bradshaw, Gary A. Bentz, Andrew
Strauss, Glenn W. Wilcox, Sr. and Scott B. Rogers, respectively, to the Board
of Directors.

I believe that the election of Messrs. Bradshaw, Bentz, Strauss, Wilcox and
Rogers, respectively, as directors will provide stockholders with an
independent voice on important matters affecting the Fund. Their election may
give the Board a new perspective and may help assure that measures intended
to benefit stockholders are more actively considered.  The measures that we
expect to advocate may include but are not limited to:

      - If the plan of liquidation, (the "Plan") passes, to execute the Plan
        asquickly and effectively as possible.

      - If the Plan fails to achieve the vote required for passage but a
        majority favor the Shareholder Value Proposal, to offer some option
        for shareholders to receive net asset value.

      - If the Fund continues under its current structure, considering actions
        to improve the returns and to better influence the discount to
        NAV, which may include aggressive periodic buybacks of
        shares in the market, tender offers, payout policies, or other
        methods of enhancing stockholder value; and

     -  Seeking greater stockholder guidance to the Board, enhancing its
        ability to act in the best interests of stockholders.

If you share these goals, I urge you to vote, using the enclosed [GREEN]
proxy card.

CERTAIN CONSIDERATIONS

In deciding whether to give the Soliciting Stockholder your proxy, you should
consider the following information.

Even if his nominees are elected, there can be no assurance that the full
Board of Directors will take any actions that he may advocate or that such
actions, if taken, will achieve their intended goals

Implementation of certain Board actions may require stockholder approval, and
no assurance can be given that such approval will be obtained.  In addition,
various costs, which would be borne indirectly by stockholders, may be
associated with certain actions, including but not limited to those
associated with holding a special meeting of stockholders.

The Soliciting Stockholder believes that all stockholders of the Fund will
benefit if any actions taken to improve stockholder value or to reduce or
eliminate the discount from NAV are successful.  The Soliciting Stockholder
and his nominees will give careful consideration to adopting any or all of the
measures outlined above and will make a final determination based on the
benefits to the Fund and its shareholders as such compare to the costs and
risks, if any, of the implementation of any of these measures.  Additionally,
the Soliciting Stockholder may seek guidance from Fund shareholders.

Proposal 1 - Election of Directors

There are five members in the current Board of Directors.

At the meeting, stockholders will have the opportunity to elect five persons
as directors of the Fund to serve until the next Annual Meeting and until their
successors shall have been elected and qualified.


The Soliciting Stockholder intends to nominate Ralph W. Bradshaw, Gary A.
Bentz, Andrew Strauss, Glenn W. Wilcox, Sr. and Scott B. Rogers,
respectively, for election as directors of the Fund to serve until the Fund's
annual meeting in 2002. Information about the nominees is as follows:


Name, Business Address     Age  Principal Business Occupations

Ralph W. Bradshaw          50   President, Director and shareholder of
One West Pack Square,           Cornerstone Advisors, Inc.; Financial
Suite 1650                      Consultant for the past five years;
Asheville, NC 28801             Vice President, Deep Discount Advisors,
                                Inc. (1993-1999); Director of The
                                Austria Fund, Inc., Cornerstone
                                Strategic Return Fund, Inc., Cornerstone
                                Strategic Value Fund, Inc.,
                                Progressive Return Fund, Inc., and
                                The Smallcap Fund, Inc., all
                                NYSE-listed closed-end funds


Gary A. Bentz              45   Vice President, Treasurer, Director and
One West Pack Square            shareholder of Cornerstone Advisors,
Suite 1650                      Inc.; Independent Financial,
Asheville, NC 28801             Accounting, and Investment Consultant
                                and Certified Public Accountant for the
                                past five years; Vice President, Deep
                                Discount Advisors (1993-2000); Director
                                of The Austria Fund, Inc., Vice President
                                Treasurer, and Former Director Cornerstone
                                Strategic Value Fund,Inc. and Cornerstone
                                Strategic Return Fund, Inc.; Vice President
                                and Treasurer, Progressive Return Fund, Inc.

Andrew Strauss          45      Attorney and senior member of Strauss &
77 Central Avenue,              Associates, P.A., attorneys, Asheville,
Suite F                         N.C.; previous President of White
Asheville, NC 28801             Knight Healthcare, Inc. and LMV
                                Leasing, Inc., a wholly owned
                                subsidiary of Xerox Credit Corporation;
                                Director of Cornerstone Strategic Value
                                Fund, Inc., Cornerstone Strategic
                                Return Fund, Inc., and Progressive
                                Return Fund, Inc.

Glenn W. Wilcox, Sr.     68    Chairman of the Board and Chief
Wilcox Travel                  Executive Officer of Wilcox Travel
One West Pack Square           Agency; Director, Champion Industries,
Suite 1700                     Inc.; Chairman, the Board of Blue Ridge
Asheville, NC 28801            Printing Co., Inc.; Chairman, Tower
                               Associates, Inc. (a real estate
                               venture), Member and Vice Chairman, the
                               Board of First Union National Bank;
                               Board Trustee and Vice Chairman,
                               Appalachian State University; Board
                               Trustee and Director, Mars Hill College;
                               Director of Cornerstone Strategic Value
                               Fund, Inc., Cornerstone Strategic Return
                               Fund, Inc. and Progressive Return Fund,
                               Inc.


Scott B. Rogers          44    Chief Executive Officer, Asheville
30 Cumberland Ave              Buncombe Community Christian Ministry;
Asheville, NC 28801            President, ABCCM Doctor's Medical
                               Clinic; Director, Southeastern
                               Jurisdiction Urban Networkers; Director,
                               A-B Vision Board, Appointee, NC
                               Governor's Commission on Welfare to
                               Work; Chairman, Recycling Unlimited;
                               Director, Interdenominational
                               Ministerial Alliance; Director of
                               Cornerstone Strategic Value Fund, Inc.,
                               Cornerstone Strategic Return Fund, Inc.
                               and Progressive Return Fund, Inc.


The Total Number of Shares Owned Directly or Indirectly by all of the above
candidates as of the record date is the 501 shares held by Ralph W. Bradshaw.


The Fund's proxy contains details concerning compensation arrangements
between the Fund and its officers.

Other than fees that may be payable by the Fund to its directors, the
nominees named above have no arrangement or understanding with any person
with respect to any future employment by the Fund or by any affiliate of the
Fund.

The persons named as proxies in the enclosed [GREEN] proxy card intend, in
the absence of contrary instructions, to vote all proxies they are entitled
to vote IN FAVOR of the election of the nominees named above.  The nominees
have consented to stand for election and to serve if elected.  If any of the
nominees are unable to serve, an event not now anticipated, the proxies will
be voted for such other person(s), if any, as is designated by the persons
named as proxies.

Information regarding the persons now serving as directors and officers of
the Fund, and additional information regarding the Fund, is contained in the
Fund's proxy statement.

Proposal 2 - Consideration of a new Investment Advisory Agreement

According to the Fund's proxy, the current investment advisor, U. S. Trust
Company of New York ("US Trust"), no longer wishes to provide investment
management services to the Fund.  The Board seeks shareholder approval of a new
investment advisory agreement with Rafferty Capital Markets, LLC ("Rafferty").
Upon approval, the Fund would terminate its existing agreement with US Trust and
execute a new agreement, as outlined in the Fund's proxy, with Rafferty.   The
Board observes that, with few exceptions, the Proposed Advisory Agreement is
substantially the same as the Current Advisory Agreement.  The Soliciting
Stockholder does not have sufficient information to make an independent analysis
of the proposed advisor, or its suitability as the primary provider of
investment management services for the Fund, and so must rely on statements in
the Fund's proxy.

Stockholders should be aware of additional considerations.  Approval of a new
investment advisory agreement requires the affirmative vote of a majority, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act").  In
practice, this is often difficult to achieve because any vote other than
affirmative effectively counts as a negative.  US Trust could chose to terminate
its agreement and, if the Proposed Advisory Agreement is not ratified,
management of the Fund's investments would become the responsibility of the
Board, until and unless another investment advisory agreement is ratified by the
stockholders.   Self-management is not typical for the Fund but is practiced by
other investment companies and may become the default choice of the stockholders
if the Proposed Advisory Agreement is not approved.

Based on assertions in the Fund's proxy that the Proposed Advisory Agreement
with Rafferty is reasonable, fair and in the best interests of the Fund and its
shareholders and other considerations stated above, the Soliciting Stockholder
recommends that you vote FOR approval of the new investment advisory agreement.

Proposal 3 - The Plan of Liquidation

Stockholders will be asked to vote on a proposal to approve the complete
liquidation, subsequent distribution of assets and dissolution of the Fund.
According to the Fund's proxy, the Board studied alternatives for addressing the
Net Asset Value Discount problem.  They determined that stockholders should be
given the option of choosing to liquidate the Fund.  Approval of the plan of
liquidation (the "Plan") included in the Fund's proxy statement requires the
affirmative vote of two-thirds of all outstanding shares of the Fund's common
stock.  Stockholders should study the text of the Plan and the discussion about
it contained in the Fund's proxy.

In summary, upon approval of the Plan, the Fund will cease to invest according
to the Fund's investment objectives, will engage in business activities
necessary to liquidate and wind up its business, will distribute the net
proceeds and will dissolve in accordance with the Plan.  It is envisioned that
distribution of the Fund's assets will be made in more than one cash payment.
The First Distribution is expected to take place within 90 days after the
adoption of the Plan and is expected to consist of substantially all of the
assets of the Fund, except for those deemed necessary to discharge any
liabilities remaining against the Fund.  The Fund's proxy notes that there can
be no assurance that the Fund will be able to declare or pay the First
Distribution nor is there any certainty in the amount of the distribution.

Stockholders face several risk factors relating to the Plan.  Changes in asset
values may be beyond the Fund's control.  Actual expenses may be greater than
those estimated, resulting in less net assets for distribution.  Unforeseen
liabilities could arise to reduce net assets.  Delays could create additional
expenses.   Returns may be less than if the Fund had continued as a going
concern.

The Soliciting Stockholder does not have sufficient information to make an
independent evaluation of the Plan and might or might not have reached the same
conclusions as the current Board.  However, taking into account the information
about the Plan contained in this proxy and in the Fund's proxy and the current
Board's determination that this is the best way to help shareholders realize the
Fund's full asset value, the Soliciting Stockholder recommends that you vote FOR
the plan of liquidation.

Proposal 4 - To consider the appointment of Independent Accountants

The ratification of the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund requires the affirmative vote of a majority of the
stockholders as defined in the 1940 Act and as outlined in the Fund's proxy.
The Soliciting Stockholder recommends that you vote FOR the ratification of the
independent accountants.

Proposal 5 - Name Change

According to the Fund's proxy, the Fund is required to cease to use the term
"Excelsior" in its name upon termination of the Fund's Investment Advisory
Agreement with US Trust.  Approval of the name change to EIS Fund, Ltd.
requires the affirmative vote of a majority of the Fund's outstanding voting
securities.  In response to the Board's recommendation and in view of the vote
required for passage, the Soliciting Stockholder recommends that you vote FOR
ratification of the name change and actions related to it.

Proposal 6a and 6b - Shareholder Value Proposal

Both parts of this proposal serve to convey the wishes of stockholders to the
Board.  This proposal is not included in the Fund's proxy and is intended to be
proposed at the 2001 Annual Meeting of Shareholders.  It is possible that those
conducting the Annual Meeting will use procedural grounds to effectively block
the introduction of this proposal at the meeting.  Since this is an advisory
proposal, the Board is under no obligation to respond to its passage.  However,
a vote of approval by the majority of shares should influence the actions of the
Board of Directors, who are bound by a fiduciary obligation to the stockholding
owners.

The purpose of the plan of liquidation is to provide net asset value to
stockholders and it is likely that the Plan will receive a majority of votes in
favor.  The first part of the Shareholder Value Proposal is a referendum on an
option to receive net asset value should a majority support the plan of
liquidation but it fails to achieve the two-thirds requirement. Passage of this
proposal and subsequent implementation by the Board would allow those
stockholders who so desired to exchange their shares for net asset value.
Assuming this passage and implementation, several risks exist for stockholders
beyond those discussed in this proxy and in the Fund's proxy regarding the plan
of liquidation.  Some options that might be considered by the Board may require
additional stockholder approval (which may not be obtained), may create added
costs, or may cause additional delay in implementation.  It is possible that
assets could decline to the point that would require de-listing from the New
York Stock Exchange or other changes in the organization of the Fund.  It is
likely that the expense ratio would be negatively affected by substantial
reduction in asset level.  Tax consequences from partial portfolio liquidation
are unknown.  These and other factors are dependent on the particular options
that might be considered by the Board at the time.   The Soliciting Stockholder
recommends that you vote FOR the first part of the Shareholder Value Proposal.

The second part of the Shareholder Value Proposal assumes passage of the plan of
liquidation and urges the Board to consider reduction of the time between
passage and the first distribution to approximately 30 days.  The same risks
exist as previously discussed in this proxy and the Fund's proxy concerning the
plan of liquidation.  Virtually all of the Fund's assets are held as highly
liquid, readily marketable financial instruments.  Given the asset size of the
Fund, it is unlikely that liquidation would materially affect the broader market
for these holdings.  As such, the liquidation of the bulk of these assets could
proceed at a more rapid pace without more substantial asset erosion than that
resulting from a longer time frame.   As a result, the Soliciting Stockholder
recommends that you vote FOR the second part of the Shareholder Value Proposal.

PRINCIPAL HOLDERS OF VOTING SECURITIES

The Fund's proxy shows First Union Corporation (which the Fund believes is no
longer a beneficial owner), Deep Discount Advisors, Inc. and Ron Olin Investment
Management Company as beneficial owners of greater than 5% of the Fund's
outstanding shares.  Ralph Bradshaw and Gary A. Bentz are former employees
and consultants to Deep Discount Advisors.  They have been consultants
to Ron Olin Investment Management Company for more than five years. Neither
company is a party to this solicitation and, as passive investors in the
Fund's shares, they are not endorsing the candidacy of any of the Soliciting
Stockholder's nominees. The Soliciting Stockholder knows of no other person
who owned of record or beneficially more than 5% of the outstanding Common
Stock of the Fund that is not disclosed in the Fund's proxy statement.

According to the Fund's proxy statement, the directors and officers of the
Fund, as a group owned less than 1% of the outstanding shares of the Fund.

THE SOLICITATION

Ralph W. Bradshaw, the Soliciting Stockholder, is making this solicitation.

Banks, brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward this proxy statement and the enclosed [GREEN] proxy
card to the beneficial owners of shares of Common Stock for whom they hold
shares of record.  The Soliciting Stockholder will reimburse these
organizations for their reasonable out-of-pocket expenses.

The Soliciting Stockholder will bear all of the fees and expenses related to
this proxy solicitation which are estimated to be less than $20,000.  From
time to time, any or all of the nominees in this proxy may assist the Soliciting
Stockholder in this solicitation.  The Soliciting Stockholder does not intend
to request reimbursement of these expenses from the Fund.

The Soliciting Stockholder is not and, within the past year, has not been a
party to any contract, arrangement or understanding with any person with
respect to any securities of the Fund.  In addition, there is no arrangement
or understanding involving the Soliciting Stockholder which relates to future
employment by the Fund or any future transaction with the Fund.

If you have any questions concerning this proxy solicitation or the
procedures to be followed to execute and deliver a proxy, please contact the
Soliciting Stockholder at 828-255-4833.


ADDITIONAL PROPOSALS

The Soliciting Stockholder knows of no business that will be presented for
consideration at the meeting other than that set forth in this proxy
statement and in the Fund's proxy statement.  If any other matters are
properly presented for consideration at the meeting, it is the intention of
the persons named as proxies on the enclosed [GREEN] proxy card to vote in the
best interests of shareholders, as determined by the sole discretion of the
Soliciting Stockholder.

The Fund's most recent annual, semi-annual and quarterly reports to shareholders
are available at no cost. To request a report, please call the Fund toll-free at
1-800-840-1208 or write to the Fund at 114 West 47th Street, New York, N.Y.
10036. The date by which a stockholder must submit a proposal to be presented
for inclusion in the Fund's proxy statement and proxy card at the 2002
Annual Meeting of Stockholders is set forth in the Fund's proxy statement as
January 5, 2002.

Dated: ___________, 2001


EXHIBIT 1   Purchases and Sales of Excelsior Income Shares, Inc. Shares

SECURITIES OF THE FUND PURCHASED OR SOLD WITHIN THE PAST TWO YEARS BY THE
SOLICITING STOCKHOLDER


Date              Number of Shares Purchased

3/9/00               1
5/5/00             500




                                PROXY CARD

                        PROXY SOLICITED IN OPPOSITION
                       TO THE BOARD OF DIRECTORS OF THE
                         EXCELSIOR INCOME SHARES, INC.

                             BY RALPH W. BRADSHAW
        ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON September 12, 2001

The undersigned hereby appoints Thomas R. Westle and Ralph W. Bradshaw, and
each of them, as the undersigned's proxies, with full power of substitution,
to attend the Annual Meeting of Stockholders of Excelsior Income Shares,
Inc. (the "Fund") and to vote all shares of Common Stock of the Fund which
the undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Fund to be held at 919 Third Avenue, 41st Floor Conference Room B,
New York, New York on September 12, 2001 at 11 a.m. (eastern time), and at
any postponements or adjournments thereof.

Properly executed proxies will be voted (or the vote on such matters may be
withheld on specific matters) in accordance with instructions appearing on the
proxy. In the absence of specific instructions, proxies will be voted FOR the
election of these nominees as directors and FOR as to other matters on the
ballot.  Please refer to the Proxy Statement for a discussion of the proposals.

(INSTRUCTIONS:  Mark votes by placing an "x" in the appropriate [    ].)

1.   To elect five (5) Directors to the Fund's Board of Directors.
     The nominees are:

     RALPH W. BRADSHAW       FOR THE NOMINEE [   ]        WITHHOLD [   ]

     GARY A. BENTZ           FOR THE NOMINEE [   ]        WITHHOLD [   ]

     ANDREW STRAUSS          FOR THE NOMINEE [   ]        WITHHOLD [   ]

     GLENN W. WILCOX, SR.    FOR THE NOMINEE [   ]        WITHHOLD [   ]

     SCOTT B. ROGERS         FOR THE NOMINEE [   ]        WITHHOLD [   ]


THE SOLICITING STOCKHOLDER URGES YOU TO VOTE "FOR" THE ELECTION OF THESE
NOMINEES AND FOR ALL OTHER PROPOSALS ON THIS BALLOT.

2.    To approve a new  Investment  Advisory  Agreement  between  the Fund and
      Rafferty Capital Markets, LLC.

      FOR     AGAINST    ABSTAIN
      | |       | |        | |

3.    To approve the liquidation  and dissolution of Excelsior  Income Shares,
      Inc.  pursuant to the plan of liquidation  described in the accompanying
      proxy statement.

      FOR     AGAINST    ABSTAIN
      | |      | |        | |

 4.    To ratify the selection of PricewaterhouseCoopers LLP as the Fund's
      independent public accountants for the fiscal year ending December 31,
      2001.

      FOR    AGAINST    ABSTAIN
      | |      | |        | |

5.    To ratify the change in name of  Excelsior  Income  Shares,  Inc, to EIS
      Fund, Ltd.

      FOR    AGAINST    ABSTAIN
      | |      | |        | |

6.a) To approve the Shareholder Value Proposal that, if a majority
     favors liquidation, but it fails to receive the super-majority, two-thirds
     vote required, the shareholders recommend that the
     Board provide shareholders an option to receive Net Asset Value

      FOR     AGAINST    ABSTAIN
      | |       | |        | |

  b) To approve the Shareholder Value Proposal that, if the liquidation
     proposal receives the required two-thirds vote, the shareholders request
     that the first liquidation payment be distributed within 30 days after the
     meeting, rather than 90 days as described in the Fund's proxy.

      FOR     AGAINST    ABSTAIN
      | |       | |        | |

ANY AND ALL OTHER PROPOSALS WILL BE VOTED BY THE PROXYHOLDERS IN THE BEST
INTERESTS OF SHAREHOLDERS AS DETERMINED IN THE SOLE DISCRETION OF THE SOLICITING
STOCKHOLDER.  THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY
STATEMENT DATED _______, 2001, OF RALPH W. BRADSHAW AND THE UNDERSIGNED HEREBY
REVOKES ANY PROXY HERETOFORE EXECUTED BY THE UNDERSIGNED RELATING TO THE
SUBJECT MATTER HEREOF AND CONFIRMS ALL THAT THE PROXIES MAY LAWFULLY DO BY
VIRTUE HEREOF.



This proxy card is provided by Ralph W. Bradshaw, a stockholder of the
Fund. Please sign exactly as your name appears hereon or on proxy cards
previously sent to you.  When shares are held by joint tenants, both should
sign.  When signing as an attorney, executor, administrator, trustee or
guardian, please give full title as such.  If a corporation, please sign in
full corporate name by the President or other duly authorized officer.
If a partnership, please sign in partnership name by authorized person.

Printing your name and address below will aid the inspector of election
in identifying and confirming your account.

NAME (Print)_____________________________________________

ADDRESS __________________________________________________

Number of Shares ______________

(IMPORTANT     -     PLEASE SIGN AND FILL IN DATE)

SIGNATURE(S)_____________________________________________Date:____________

Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and other signing in a representative capacity should
include their names and the capacity in which they sign.