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<ACCEPTANCE-DATETIME>20020827142401
ACCESSION NUMBER:		0000919898-02-000004
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020630
FILED AS OF DATE:		20020827

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EIS FUND INC
		CENTRAL INDEX KEY:			0000033934
		IRS NUMBER:				132727013
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-02363
		FILM NUMBER:		02749421

	BUSINESS ADDRESS:	
		STREET 1:		BEAR STEARNS FUNDS MGMT INC.
		STREET 2:		383 MADISON AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10179
		BUSINESS PHONE:		2122722093

	MAIL ADDRESS:	
		STREET 1:		BEAR STEARNS FUNDS MGMT INC.
		STREET 2:		383 MADISON AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10179

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EXCELSIOR INCOME SHARES INC
		DATE OF NAME CHANGE:	19920703
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SIGNATURE   THOMAS WESTLE
TITLE       SECRETARY


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<TEXT>
BY-LAWS

of

EIS FUND, INC.

Incorporated under the Laws of the
State of New York

Amended as of February 13, 2002




BY-LAWS

OF

EIS FUND, INC.

ARTICLE I

Shareholders' Meetings
All meetings of the shareholders shall he held at the principal
office of the Company in New York, New York, or such other place,
whether or not in the State of New York as is stated in the call
or notice thereof.

ARTICLE II
Annual Meetings of Shareholders
The annual meeting of the shareholders of the Company shall be held
on such day during the first four months in each calendar year as
shall be specified in the notice thereof for the purpose of electing
directors and for the transaction of such other business as may
properly be brought before such meeting.  If any such annual meeting
shall not be held or the directors shall not have been elected
thereat or at any adjournment thereof, the Board of Directors
shall cause a special meeting of the shareholders for the election
of directors to he held as soon thereafter as is convenient.  At
such special meeting the shareholders may elect directors and, as
long as the notice thereof shall so provide, transact other
business with the same force and effect as at an annual meeting
of the shareholders duly called and held.

ARTICLE III
Special Meetings of Shareholders
A special meeting of the shareholders may be called at any time by
the President or the Board of Directors, or otherwise as provided
by law.

ARTICLE IV
Shareholders' Meetings - Notice
A.      Notice of Shareholders' Meeting. Except as otherwise
required by law, the Certificate of Incorporation or these By-laws,
as from time to time amended, notice of each annual or special
meeting of the shareholders shall be given not less than ten days
nor more than sixty days before the day on which the meeting is to
be held to each shareholder of record entitled to vote at such
meeting by delivering a written or printed notice thereof to him
personally, or by mailing a copy of such notice, first-class postage
prepaid, addressed to him at his post-office address last known to
the Secretary, or by transmitting notice thereof to him at such
address by telegraph or cable. If mailed such notice shall be deemed
to be given when deposited in the United States mail addressed to
the shareholder at his post-office address as it appears on the
records of the Company, with first-class postage thereon pre-paid.
Except were expressly required by law, no publication of any notice
of meeting of shareholders shall be required. Every notice shall
state the time and place of the meeting, and, in case of a special
meeting, shall state briefly the purposes thereof. Notice of any
meeting of shareholders shall not be required to be given to any
shareholder who shall attend such meeting in person or by proxy
or who shall, in person or by authorized attorney, waive such
notice in writing or by telegraph or cable either before or after
such meeting. Notice of any adjourned session of a meeting of the
shareholders shall not be required to be given, except when
expressly required by law.
B.      Notice of Shareholder Nominee. Only persons who are nominated
in accordance with the following procedures set forth in these
By-laws shall be eligible for election as directors of the Company.
Nominations of persons for election to the Board of Directors may
be made at any annual or special meeting of shareholders (a) by or
at the direction of the Board of Directors (or any duly authorized
Committee thereof) or (b) by any shareholder of the Company (i)
who is a shareholder of record on the date of the giving of the
notice provided in this Article IV. B. and on the record date for
the determination of shareholders entitled to vote at such annual
or special meeting and (ii) who complies with the notice procedures
set forth is this Article IV. B.
In addition to all other applicable requirements, for a nomination
to be made by a shareholder, such shareholder must have given timely
notice thereof in proper written form to the Secretary of the Company.
For nominations to be properly and timely brought before an annual
meeting, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the
Company not less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the immediately preceding annual
meeting of shareholders; provided, however, that in the event that
the annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the
shareholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the
day on which notice of the date of the annual meeting was mailed
or public disclosures of the date of the annual meeting was made,
whichever, first occurs. For purposes of this Article IV. B.,
"public announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed
by the Company with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
For nominations to be properly and timely brought before a special
meeting, a shareholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the
Company not less than sixty (60) days nor more than ninety (90)
days prior to such special meeting or the tenth day following the
day on which public announcement is first made of the date of the
special meeting.
To be in proper written form, a shareholder's notice to the Secretary
must set forth (a) as to each person whom the shareholder proposes
to nominate for election as a director (i) the name, age, business
address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class or series
and number of shares of capital stock of the Company which are owned
beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act, and the rules
and regulations promulgated thereunder, and (b) as to the
shareholder giving the notice (i) the name and record address of
such shareholder, (ii) the class or series and number of shares of
capital stock of the Company which are owned beneficially or of
record by such shareholder, (iii) a description of all arrangements
or understandings between such shareholder and each proposed nominee
and any other person or persons (including their names) pursuant to
which the nominations are to be made by such shareholder, (iv) a
representation that such shareholder intends to appear in person
or by proxy at the annual or special meeting to nominate the persons
named in its notice, and (v) any other information relating to such
shareholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to be named as a nominee and to
serve as a director if elected.
No person shall be eligible for election as a director of the
Company unless nominated in accordance with the procedures set
forth in this Article IV. B. If the Chairman of the annual or
special meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall
declare at the meeting that the nomination was defective and
such defective nomination shall be disregarded.
C.      Notice of Shareholder Business. No business may be transacted
at an annual or special meeting of shareholders other than business
that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise
properly brought before the annual or special meeting by or at the
direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the
annual or special meeting by any shareholder of this Company (i)
who is a shareholder of record on the date of the giving of the
notice provided for in this Article IV.C. and on the record date
for the determination of shareholders entitled to vote at such
annual or special meeting and (ii) who complies with the notice
procedures set forth in this Article IV.C.
In addition to any other applicable requirement, for business to
be properly brought before an annual or special meeting by a
shareholder, such shareholder must have given timely notice
thereof in proper written form to the Secretary of the Company.
For business to be properly and timely brought before an annual
meeting, a shareholder notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of
the Company not less than sixty (60) days nor more than ninety
(90) days prior to the anniversary date of the immediately preceding
annual meeting of shareholders; provided however, that in the event
that the annual meeting is called for a date that is not within
thirty (30) days before or after such anniversary date notice by
the shareholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the
day on which notice of the date of the annual meeting was made,
whichever first occurs. For purposes of this Article IV.C., "public
announcement" shall mean disclosure in a press release reported by
the Dow Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the Company with the
Securities and Exchange Commission pursuant to Sections 13, 14 or
15(d) of the Exchange Act:
For business to be properly and timely brought before a special
meeting, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the
Company not less than sixty (60) days nor more than ninety (90) days
prior to such special meeting as the tenth day following the day on
which public announcement is first made of the date of the special
meeting.
To be in proper written form, a shareholder notice to the Secretary
must set forth as to each matter such shareholder proposes to bring
before the annual or special meeting (i) a brief description of the
business desired to be brought before the annual or special meeting
and the reasons for conducting such business, (ii) the name and
record address of such shareholder, (iii) the class or series and
number of shares of capital stock of the Company which are owned
beneficially or of record by such shareholder, (iv) a description
of all arrangements or understandings between such shareholder and
any ether person or persons (including their names) in connection
with the proposal of such business by such shareholder and any
material interest of such shareholder in such business and (v) a
representation that such shareholder intends to appear in person
or by proxy at the annual or special meeting to bring business
before the meeting.
No business shall be conducted at the annual or special meeting
of shareholders except business in accordance with the procedures
set forth in this Article IV.C., provided, however, that, once
business has been properly brought before the annual or special
meeting in accordance with such procedures, nothing in this
Article IV.C. shall be deemed to preclude discussion by any
shareholder of any such business. If the Chairman of an annual
or special meeting determines that business was not properly
brought in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be transacted.

ARTICLE V
Shareholders' Meeting - Quorum and Vote
Except as otherwise expressly required by law, the Certificate
of Incorporation or these By-laws, as from time to time amended,
at any meeting of the shareholders the holders of 51% of all the
capital stock issued and outstanding and entitled to vote,
represented by shareholders of record in person or by proxy,
shall constitute a quorum, but a lesser interest may adjourn
any meeting from time to time. When a quorum is present at any
meeting, a majority of the stock represented thereat shall decide
any question brought before such meeting unless the question is
one upon which by express provision of law, the Certificate
Incorporation or these By-laws a larger or different vote is
required, in which case such express provision shall govern and
control the decision of such question.


ARTICLE VI
Shareholders' Meetings - Proxies and Voting
Each outstanding share of stock having voting power shall be entitled
to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote the shares owned of record
by him either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after eleven months from its date, unless otherwise
provided in the proxy. At all meetings of shareholders, unless the
voting is conducted by inspectors appointed by the chairman of the
meeting, all questions relating to the qualification of voters and
the validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.

ARTICLE VII
Consent of Shareholders in Lieu of Meeting
Notwithstanding anything to the contrary contained in these By-laws,
and to the extent consistent with the Certificate of Incorporation
and the Investment Company Act of 1940, whenever the vote of the
shareholders at a meeting thereof is required or permitted to be
taken for or in connection with any corporate action, by any
provision of law, the Certificate of Incorporation and these
By-laws, such meeting and vote of the shareholders may be dispensed
with if all of the shareholders who would have been entitled to
vote, if such meeting were held, shall consent in writing to such
corporate action being taken.

ARTICLE VIII
Directors
	The number of directors of the Company shall be such number,
	not exceeding nine, as may be fixed from time to time by the
	vote of a majority of the entire Board of Directors. The
	number of directors so fixed may be increased or decreased
	from time to time by vote of a majority of the entire Board
	of Directors, but the tenure of office of a director shall
	not be affected by any decrease in the number of directors
	so made by the Board. At no time shall there be less than
	three directors.
At the first annual meeting of shareholders and each annual meeting
thereafter, except as otherwise provided by law, the shareholders
shall elect directors to hold office until the next annual meeting
or until their successors are duly elected and qualified or until
they sooner die, resign or are removed. Directors need not be
shareholders in the Company.
Any vacancy occurring in the Board of Directors by reason of an
increase in the number of directors or by reason of removal of a
director with cause may be filled by a majority of the remaining
members of the Board of Directors although such majority is less
than a quorum. A director elected by the Board of Directors to fill
a vacancy shall be elected to hold office until the next annual
meeting of shareholders or until his successor is duly elected
and qualified or until he sooner dies, resigns or is removed.
Notwithstanding the foregoing, no vacancies occurring in the Board
of Directors may be filled by vote of the remaining members of the
Board if immediately after filling any such vacancy less than
two-thirds of the directors then holding office shall have been
elected to such office by the holders of the outstanding voting
securities of the Company at any annual or special meeting. In the
event that at any time less than a majority of the directors of
the Company holding office at that time were so elected by the
holders of the outstanding voting securities, the Board of Directors
of the Company shall forthwith cause to be held as promptly as
possible, and in any event within 64 days, a meeting of such holders
for the purpose of electing directors to fill any existing vacancies
in the Board of Directors, unless such period is extended by order
of the Securities and Exchange Commission.

ARTICLE IX
Powers of Directors
The business and affairs of the Company shall be managed by its
Board of Directors, which may exercise all of the powers of the
Company, except such as are by law, the Certificate of Incorporation
or by these By-laws conferred upon or reserved to the shareholders.

ARTICLE X
Committees of Directors
The Board of Directors may, by resolution or resolutions passed by
a majority of the whole Board, designate one or more committees,
each such committee to consist of three or more directors of the
Company, which, to the extent provided in said resolution or
resolutions, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the
Company (including, without limiting the generality of the
foregoing, the powers of the Board of Directors as specified in
these By-laws; provided, however, that it shall not have the power
to fill vacancies in the Board of Directors or in any committee
thereof, to authorize the issuance of shares of the capital stock
of the Company, to submit any matter to the shareholders which
requires shareholders' approval, to make or amend these By-laws,
to fix the compensation of any director or to amend or repeal any
resolution of the Board of Directors which by its terms shall not
be so amendable or repealable), and may authorize the seal of the
Company to be affixed to all papers which may require it, such
committee or committees to have such name or names as may be
determined from time to time by resolution adopted by the Board
of Directors. A majority of all the members of any such committee
may determine its action and fix the time and place of its meetings,
unless the board of Directors shall otherwise provide. The Board
of Directors shall have power to change the members of any such
committee at any time, to designate alternate members thereof, to
fill vacancies therein, and to discharge any such committee, either
with or without cause, at any time.
The committees shall keep minutes of their proceedings and shall
report the same to the Board of Directors at the meeting next
succeeding, and any action by the committees shall be subject to
revision and alteration by the Board of Directors, provided that no
rights of third persons shall be affected by any such revision or
alteration.

ARTICLE XI
Meetings of Directors
Regular meetings of the Board of Directors may be held in such
places within or without the State of New, York, and at such times
as the Board may from time to time determine, and if so determined,
notice thereof need not be given. Special meetings of the Board of
Directors may be held in such places within or without the State of
New York and at such times upon call by the President or a majority
of the directors, and, except as hereinafter provided, notice
thereof shall be given to each director by the Secretary, the
President or the directors calling the meeting, either personally
or in writing by mail or by telegram, at least twenty-four hours
prior to such meeting. Notice of any regular or special meeting
need not be given to any director who submits a signed waiver of
notice, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement,
the lack of notice to him. If at any time the office of Chairman of
the Board is not filled, the President shall preside at all meetings
of the Board of Directors at which he is present.

ARTICLE XII
Directors' Meetings - Quorum and Vote
One-third of the members of the Board of Directors shall constitute
a quorum for the transaction of business. A majority of the Board of
Directors present at a meeting thereof, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice
of any adjournment of a meeting to another time or place shall be
given to the directors not present at the time of the adjournment
and, unless such time and place are announced at the meeting, to
the other directors. When a quorum is present at any meeting a
majority of the members present thereat shall decide any question
brought before such meeting except as otherwise expressly required
by law or by these By-laws.

ARTICLE XIII
Compensation of Directors
The directors may receive such directors' fees, compensation and
expenses for attendance at directors' meetings, for serving on
committees and for discharging their duties as shall be fixed
from time to time by resolution of the Board of Directors. Nothing
herein contained shall be construed to preclude any director from
serving the Company in any other capacity and receiving compensation
therefor.



ARTICLE XIV
Removal of Directors
Any director may be removed from office for cause, by vote of the
holders of a majority of the common stock issued and outstanding and
entitled to vote. Unless in conjunction with such removal the number
of directors of the Company has been accordingly decreased by vote
of the holders of a majority of the common stock issued and
outstanding and entitled to vote, the shareholders may elect a
successor in accordance with the provisions of these By-laws. To
the extent consistent with the Investment Company Act of 1940, the
Board of Directors may by vote of not less than a majority of the
directors then in office remove from office for cause any director.

ARTICLE XV
Officers
The officers of the Company shall be a President, a Secretary and a
Treasurer. All officers shall be elected by the Board of Directors
and a regular meeting of the directors may be held for the purpose
of electing officers immediately after the annual shareholders'
meeting and at the same place without notice. The Board of Directors
may, if it so determines, elect a Chairman of the Board and one or
more Vice Presidents. Two or more offices, except those of President
and Secretary, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one
capacity, if such instrument is require by law, the Certificate of
Incorporation or these By-laws to be executed, acknowledged or
verified by two or more officers. The salaries of all officers
of the Company shall be fixed by the Board of Directors.

ARTICLE XVI
Eligibility of Officers
The Chairman of the Board shall be a director of the Company.
The President, Vice President, the Secretary and the Treasurer,
and such other officers as may be appointed need not be directors
of the Company.

ARTICLE XVII
Additional Officers and Agents; Duties of Officers
The Board of Directors at its discretion may appoint one or more
Assistant Treasurers, and one or more Assistant Secretaries and
such other officers or agents as it may deem advisable, and may
prescribe the duties thereof. The officers shall have such duties
as are prescribed herein and as shall be prescribed by the Board of
Directors.

ARTICLE XVIII
Chairman of the Board of Directors
The Chairman of the board, if any, shall preside at all meetings of
the Board of Directors at which he is present. He shall have such
authority and duties as the Board of Directors shall from time to
time determine and as provided by law.

ARTICLE XIX
President and Vice Presidents
The President shall be the chief executive officer and, subject to
the Board of Directors, shall have general charge and management of
the property and affairs of the Company. If present, he shall preside
at all meetings of the shareholders unless the Board of Directors
shall delegate such duty to the Chairman of the Board. The
President, a Vice President, or the Treasurer, unless some other
person is thereunto specifically authorized by vote of the Board
of Directors, shall sign all deeds, contracts, registration
statements and other documents and instruments of the Company.
Vice Presidents shall each have such other duties and shall have
such other powers as the Board of Directors shall from time to time
designate.
The Board of Directors may designate a Vice President as Executive
Vice President. The Executive Vice President, if any such officer
is so designated by the Board of Directors, shall be  the principal
executive assistant to the President and, as such, shall coordinate
the activities of all other officers and employees of the Company,
shall oversee the general administration of the Company, and shall
perform such other duties and have such other powers as shall be
delegated by the Board of Directors and the President. In addition,
the Executive Vice President shall, in the absence or disability of
the President, perform the duties and exercise the powers of the
President.

ARTICLE XX
Secretary
The Secretary shall attend all meetings of the Board of Directors
and all meetings of the shareholders and record all the proceedings
of the meetings of the Company and of the Board of Directors in a
book to be kept for that purpose and shall perform like duties for
the standing committees when required. He shall give, or cause to
be given, notice of all meetings of the shareholders and special
meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall keep in safe custody
the seal of the Company and, when authorized by the Board of
Directors, affix the same to any instrument requiring it and,
when so affixed, it shall be attested by his signature or by the
signature of an Assistant Secretary.


ARTICLE XXI
Treasurer
The Treasurer shall, subject to the order of the Board of Directors
and subject to any arrangement made by the Board with a bank or
trust company as custodian pursuant to the provisions of the
Certificate of Incorporation, have the care and custody of the
money, funds, portfolio securities, valuable papers and documents
of the Company, and shall have and exercise under the supervision
of the Board of Directors all powers and duties commonly incident
to his office and as provided by law, including the power to endorse
for deposit or collection all notices, checks and other instruments
payable to the Company or its order. He shall keep accurate books
of account of the Company's transactions which shall be the
property of the Company and which together with all other property
of the Company in his possession shall be subject at all times to
the inspection and control of the Board of Directors. He shall
deposit all funds of the Company in such bank or banks, trust
company or trust companies or such firm or firms doing a banking
business as the Board of Directors shall designate.

ARTICLE XXII
Service of Officers
The officers of the Company shall serve until they are removed,
resign or until their successors are chosen and qualify. Any
officer may be removed by the Board of Directors with or without
cause. Such removal shall be without prejudice to the contractual
rights, if any, of the persons so removed.

ARTICLE XXIII
Execution of Instruments and Documents and Signing
of Checks and Other Obligations and Transfers
All instruments, documents and other papers shall be executed in
the name and on behalf of the Company and all checks, notes, drafts
and other obligations for the payment of money by the Company shall
be signed, and all transfers of securities standing in the name of
the Company shall be executed, by the President, any Vice President
or the Treasurer or by any one or more officers or agents of the
Company as shall be designated for that purpose by vote of the Board
of Directors.

ARTICLE XXIV
Certificates of Stock
Each shareholder shall be entitled to a certificate or certificates
of full shares (but not fractional shares) of capital stock of the
Company owned by him, in such form as shall, in conformity to law,
be prescribed from time to tine by the Board of Directors.
Certificates shall be signed by the Chairman of the Board, if any,
or the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, and
such signatures maybe facsimiles when the laws of the State of
New York shall permit.
In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any certificate ceases
to be an officer, transfer agent or registrar before the certificate
is issued, the certificate may nevertheless be issued by the Company
with the same effect as if he were such officer, transfer agent or
registrar as of the date of its issue. No certificate shall be
issued for any share of stock until such share is fully paid.

ARTICLE XXV
Lost Certificates
The Board of Directors may establish procedures for the issuance of
a new certificate or certificates in place of any certificate or
certificates theretofore issued by the Company alleged to have been
stolen, lost or destroyed. Such procedures may include, among other
things, and as a condition precedent to the issuance of a new
certificate, a requirement that the owner of such stolen, lost or
destroyed certificate or certificates, or his legal representative,
advertise the same, and give the Company a bond, with sufficient
surety, to indemnify it against any loss or claim which may arise by
reason of the issuance of a new certificate.

ARTICLE XXVI
Transfer of Stock
The transfer of shares of stock may be registered on the books of the
Company upon written request in proper form if no share certificate
has been issued, or in the event such a certificate has been issued
by surrender of said certificate duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer.

ARTICLE XXVII
Closing, Transfer Books: Record Date
The transfer books of the stock of the Company may be closed for such
period from time to time in anticipation of shareholders' meetings or
the declaration of dividends as the directors may from time to time
determine. In lieu of closing its transfer books and in order that
the Company may determine the shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof,
or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a date, which shall not be more than
sixty nor less than ten days preceding the date of any meeting of
shareholders, or the event for the purposes of which it was fixed,
as a record date for the determination of the shareholders entitled
to notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend or
other distribution or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent, and in such case such
shareholders and only such shareholders as shall be shareholders
of record at the close of business on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend or other
distribution, or to receive such allotment of rights, or to exercise
such rights. or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the
Company after any such record date fixed as aforesaid.
The Company shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive
dividends, and other distributions, and to vote or consent as such
owner, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of New York.

ARTICLE XXVIII
Fractional Shares
The Board of Directors may authorize the issuance from time to time
of shares of the capital stock of the Company in fractional
denominations, provided that the transactions in which the terms
upon which shares in fractional denominations may be issued may
from time to time be limited or determined by or under authority of
the Board of Directors.

ARTICLE XXIX
Repurchase of Shares
The Company may repurchase its authorized and outstanding shares as
the Board of Directors may direct. None of the Company's shares or
shareholders shall have the right to effect a redemption at net
asset or any other value.

ARTICLE XXX
Dividends and Other Distributions
Dividends and distributions upon the capital stock of the Company,
subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or
special meeting pursuant to law. They may be paid in cash, in
property or in its own shares, subject to the provisions of law and
of the Certificate of Incorporation. Without limiting the sources
of dividends or distributions upon the capital stock of the Company,
the Board of Directors may declare them from the following sources
subject to the limitations of Section 19 of the Investment Company
Act of 1940:
(a)     Net income for and during the current fiscal year or the
preceding fiscal year, or accumulated undistributed net income, or
both, not including in either case profits or losses from the sale
of securities or other properties.
(b)     Undistributed net profits from the sale of securities or
other properties during the current fiscal year.
(c)     Accumulated undistributed net profits from the sale of
securities or other properties.

ARTICLE XXXI
Indemnification of Officers. Directors and Others
The Company Shall to the fullest extent permitted by applicable
law as in effect at any time indemnify any person made, or threatened
to be made, a party to an action or proceeding, whether civil or
criminal (including an action or proceeding by or in the right
of the Company or any other corporation of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of
the Company served in any capacity at the request of the Company),
by reason of the fact that he, his testator or his interstate was a
director or officer of the Company, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity against judgments, fines, amounts paid
in settlement and reasonable expenses, including attorneys' fees
actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, provided that (i) no
indemnification shall be required in connection with the settlement
of any pending or threatened action or proceeding, or any other
disposition thereof except a final adjudication, unless the Company
has consented to a settlement or other disposition and (ii) the
Company shall mot be obligated to indemnify any person by reason
of the adoption of this Article XXXI to the extent such person is
indemnified under a policy of insurance. Such indemnification shall
be a contract right and shall include the right to be paid advances
of any expenses incurred by such person in connection with such
action, suit or proceeding, consistent with the provisions of
applicable law in effect at any time. Notwithstanding any other
provision hereof, no repeal of this Article XXXI, or amendment
hereof of any other corporate action or agreement which prohibits
or otherwise limits the right of any person to indemnification or
advancement or reimbursement of expenses hereunder, shall be
effective as to any person until the 60th day following notice to
such person of such action, and no such repeal or amendment or other
corporate action or agreement shall deprive any person of any right
hereunder arising out of any alleged or actual act or omission
occurring prior to such 60th day. The Company is hereby authorized,
but shall not be required, to enter into agreement with any of its
directors, officers or employees providing for rights to
indemnification and advancement and reimbursement of reasonable
expenses, including, attorneys' fees, to the extent permitted by
law, but the Company's failure to do so shall not in any manner
affect or limit the rights provided for by this Article XXXI or
otherwise. Indemnification shall be deemed to be "permitted" within
the meaning of the first sentence hereof if it is not expressly
prohibited by applicable law as in effect at the time. For purposes
of this Article XXXI, the term "Company" shall include any legal
successor to the Company, including any corporation which acquires
all or substantially all the assets of the Company in one or more
transactions. For purposes of Article XXXI, the Company shall be
deemed to have requested a person to serve an employee benefit plan
where the performance by such person of his duties to the Company
or any subsidiary thereof also imposes duties on, or otherwise
involves services by, such person to the plan or participants or
beneficiaries of the plan, and excise taxes assessed on a person
with respect to an employee benefit plan pursuant to applicable
law shall be considered fines.

ARTICLE XXXII
Fundamental Investment Policies
The authority of the Board of Directors to invest the funds of the
Company shall be subject to the following restrictions and
limitations, none of which may be changed without the approval of
the holders of a majority of the Company's outstanding voting
securities (as defined in Article XXXVI hereof).
The Company shall not:
	(1)     Issue any senior securities (as defined in the
	Investment Company Act of 1940) except insofar as any
	borrowing permitted by item 2 below might be considered the
	issuance of senior securities.
	(2)     Borrow money except (i) to purchase securities,
	provided that the aggregate amount of such borrowings may
	not exceed 20% of its total assets, taken at market value at
	time of borrowing, and (ii) from banks for temporary or
	emergency purposes in an amount not exceeding 5% of its total
	assets, taken at market value at time of borrowing.
	(3)     Mortgage, pledge or hypothecate its assets in an
	amount exceeding 30% of its total assets, taken at market
	value at time of incurrence.
	(4)     Knowingly invest more than 20% of its total assets,
	taken at market value at time of investment, in securities
	subject to legal or contractual restrictions on resale,
	including securities which may be sold publicly only if
	registered under the Securities Act of 1933.
	(5)     Act as an underwriter, except to the extent that,
	in connection with the disposition of portfolio securities,
	the Company may be deemed to be an underwriter under
	applicable securities laws.
	(6)     Purchase real estate or interests in real estate,
	except that the Company may invest in securities secured by
	real estate or interests therein, or issued by companies,
	including real estate investment trusts, which deal in real
	estate or interests therein.
	(7)     Make loans, except through the purchase of debt
	securities and the loaning of its portfolio securities in
	accordance with the Company's investment policies.
	(8)     Invest in companies for the purpose of exercising
	control or management.
	(9)     Purchase securities on margin (except that it may
	obtain such short-term credits as may be necessary for the
	clearance of purchases or sales of securities) or make short
	sales of securities (except for sales "against the box").
	(10)    Purchase or retain securities of any issuer if, to
	the Company's knowledge, those officers and directors of the
	Company or the Adviser individually owning beneficially more
	than 1/2 of 1% of the outstanding securities of such issuer
	together own beneficially more than 5% of such issuer's
	outstanding securities.
	(11)    Invest in commodities or commodity contracts, or
	write or purchase puts, calls or combinations of both.
	(12)    Purchase the securities of any other investment
	company, except (a) in connection with a merger,
	consolidation, acquisition of assets or other reorganization
	approved by the Company's shareholders, and (b) in the case
	of securities of closed-end investment companies only, in
	the open market where no commission other than the ordinary
	broker's commission is paid; provided, however, that in no
	event may investments in securities of other investment
	companies exceed 10% of the Company's total assets taken at
	market value at time of purchase.
	(13)    Invest more than 25% of its total assets, taken at
	market value at time of purchase, in securities of issuers
	in any one industry.
	(14)    Purchase securities issued by the Trust Company or
	any company of which 50% or more of the voting securities
	are owned by the Trust Company or an affiliate of the Trust
	Company, or any investment company (excluding the Company)
	or real estate investment trust managed or advised by the
	Trust Company or any such company.
	(15)    Invest more than 5% of its total assets, taken at
	market value at time of purchase, in securities of any one
	issuer other than the United States Government or its
	instrumentalities; or invest in the securities of companies
	which (together with predecessors) have a record of less
	than three years continuous operation, or purchase more than
	10% of any class of the outstanding voting securities of
	any one issuer.
	(16)    Purchase interests in oil, gas or other mineral
	exploration programs; however, this limitation will not
	prohibit the acquisition of securities of companies engaged
	in the production or transmission of oil, gas or other
	minerals.
	If a percentage restriction on investment or utilization of
	assets set forth in items 2, 3, 4, 10, 12, 13, 14 or 15
	above is adhered to at the time an investment is made, a
	later change in percentage resulting from, for example,
	changing values or a change in the rating of a portfolio
	security will not be considered a violation.  The Company
	may exchange securities, exercise any conversion rights or
	exercise warrants or other rights to purchase common stock
	or other equity securities and may hold any such securities
	so acquired without regard to the foregoing investment
	restrictions, but the value of the securities so acquired
	shall be included in any subsequent determination of the
	Company's compliance with the 20% limitation referred to in
	item 2 above.


ARTICLE XXXIII
Voting of Portfolio Securities
Portfolio securities of the Company shall be voted in such manner
and by such person or persons as the Board of Directors shall
determine from time to time.

ARTICLE XXXIV
Seal
The seal of the Company shall consist of a flat-faced, circular die
with the words and figures "Excelsior Income Shares, Inc., New York,
1973" inscribed thereon. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner
reproduced.

ARTICLE XXXV
Fiscal Year
The fiscal year of the Company shall begin and end as determined by
the Board of Directors.

ARTICLE XXXVI
Majority Vote of Shareholders Pursuant to the Investment Company Act
of 1940
Whenever any corporate action, other than the election of directors,
is required by the Investment Company Act of 1940 to be authorized
by the vote of the holders of a majority of the Company's
outstanding voting securities, such vote shall mean the vote, at the
annual or a special meeting of the shareholders duly called, of the
lesser of (A) 67% or more of the outstanding shares of Common Stock
of the Company present at such meeting, if the holders of more than
50% of the outstanding shares of Common Stock are present or
represented by proxy, or (B) more than 50% of the outstanding
shares of Common Stock of the Company.

ARTICLE XXXVII
Amendments
Except as otherwise provided in the Certificate of Incorporation
or these By-laws, these By-laws may be amended or added to, altered
or repealed at any annual or special meeting of the shareholders by
the affirmative vote of the holders of a majority of the shares of
capital stock issued and outstanding and entitled to vote, provided
notice of the general purport of the proposed amendment, addition,
alteration or repeal is given in the notice of said meeting; or at
any meeting of the Board of Directors by vote of a majority of the
directors then in office, except that the Board of Directors may not
amend Article XIV to permit removal by said Board without cause of
any director elected by the shareholders.






17
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