CIRCLE INCOME SHARES, INC.
                   NOTICE AND PROXY STATEMENT
                                
            NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                  TO BE HELD NOVEMBER 8, 1996



To Shareholders of Circle Income Shares, Inc.:

     The Annual Meeting of Shareholders of Circle Income Shares,
Inc. will be held in the 10th Floor Foyer, The Columbia Club, 121
Monument Circle, Indianapolis, Indiana, on Friday, November 8,
1996, at 1:00 o'clock P.M. At that Meeting the following matters
will be considered and voted upon as more fully explained in the
Proxy Statement which follows this Notice:

     1.   The election of the Board of Directors for the ensuing
year.
     2.   The approval of the appointment of Arthur Andersen LLP,
          independent public accountants, as accountants and
          auditors of the Company for the current fiscal year.
     3.   The transaction of any other business, not presently
          anticipated, that may properly come before the Meeting.

     The Board of Directors has determined that all Shareholders
of record as of the close of business on September 20, 1996 will
be entitled to vote on all matters that properly come before the
Meeting.
     We urge you to sign, date and return the enclosed Proxy in
the envelope provided as promptly as possible whether or not you
plan to attend the Meeting in person. Such action will help your
Company avoid unnecessary expense and delay. No postage is
required if mailed in the United States. The Proxy may be revoked
as is more fully explained in the following Proxy Statement.

     By order of the Board of Directors
     October 7, 1996


                              C. William Willen, Secretary
                              Circle Income Shares, Inc.
                              Post Office Box 77004
                              Indianapolis, Indiana 46277-7004
                              Phone: 317-321-8180


<PAGE>
                   CIRCLE INCOME SHARES, INC.
    Post Office Box 77004, Indianapolis, Indiana 46277-7004
                        October 7, 1996
                        PROXY STATEMENT
                 Annual Meeting of Shareholders
                  TO BE HELD NOVEMBER 8, 1996
                                
                                
                    Solicitation of Proxies

     The Proxy which accompanies this statement is solicited by
the Board of Directors of Circle Income Shares, Inc. (the
"Company"). The Proxy and this Proxy Statement are being mailed
to the Company's Shareholders on or about October 7, 1996. It is
anticipated that the solicitation will be made by mail, but if
necessary to insure a quorum at the Meeting, the Company may
supplement this solicitation by solicitation through securities
dealers and by telephone calls to Shareholders. Such calls would
be made by regular employees of Bank One, Indianapolis, N.A., the
Company's investment advisor, (the "Advisor") whose services
would be furnished to the Company under the existing Investment
Advisor Contract at no additional expense to the Company.
Otherwise, the solicitation will be made at the expense of the
Company and the Company will reimburse banks, brokerage firms and
other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in forwarding Proxy material to the
beneficial owners of shares.

                      Financial Statements

     The Annual Report of the Company for the fiscal year ended
June 30, 1996 has previously been mailed to all Shareholders of
record. The Company will furnish, without charge, a copy of the
Annual Report to all Shareholders who request a copy by calling the
Company, collect at 1-317-321-8180.

                    Shares Entitled to Vote

     As of the record date noted below, there were outstanding
2,797,416 shares of the Company's $1 par value Common Stock. Each
share will be entitled to one vote at the Meeting. The Company
has no other securities outstanding. The Board of Directors has
determined that all Shareholders of record as of the close of
business on September 20, 1996, will be entitled to vote on all
matters that properly come before the Meeting.
     A Proxy may indicate that all or a portion of the shares
represented thereby are not being voted with respect to a
specific proposal. This could occur, for example, when a broker
is not permitted to vote shares held in street name on certain
proposals in the absence of instructions from the beneficial
owner. Shares that are not voted with respect to a specific
proposal will be considered as not present for such proposal,
even though such shares will be considered present for purposes
<PAGE>
of determining a quorum and voting on other proposals.
Abstentions on a specific proposal will be considered as present,
but not as voting in favor of such proposal. Directors will be
elected by a plurality of the votes cast. Accordingly, neither
the non-voting of shares nor abstentions will affect the outcome
of Director elections.
     To the best of the Company's knowledge, on September 20,
1996, no person beneficially owned 5% or more of the then
outstanding shares of its Common Stock.

                          Adjournment

     In the event that sufficient votes in favor of any of the
proposals set forth in the Notice of Annual Meeting are not
received by the time scheduled for the Meeting, the persons named
as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies with respect to any of
such proposals. Any such adjournment will require the affirmative
vote of a majority of the votes cast on the question in person or
by Proxy at the session of the Meeting to be adjourned.  The
persons named as proxies will vote those proxies which they are
entitled to vote FOR any such proposal in favor of such an
adjournment and will vote those proxies required to be voted
AGAINST any such proposal against any such adjournment. A
shareholder vote may be taken on one or more of the proposals in
the Proxy Statement prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate. Indiana
law provides that this adjournment may be made without notice so
long as the new date, time or place is announced at the Meeting
prior to the adjournment. If the Meeting is adjourned to a date
more than 120 days from the date fixed for the original Meeting,
a new record date must be established and notice given.

                    Revocability of Proxies

     The accompanying Proxy may be revoked at any time prior to
its being voted. Such revocation may be made by written notice,
by later Proxy delivered to the Secretary of the Company or by
voting in person at the Meeting. Unless revoked, a Proxy will be
voted at the Meeting in accordance with the instructions of the
Shareholder in the Proxy as to Proposals 1 and 2 or, if no
instructions are given, for the election of Directors and for the
ratification of the accountants and auditors.

                     The Investment Advisor

     Bank One, Indianapolis, N.A., 111 Monument Circle,
Indianapolis, Indiana 46277, has served as Advisor to the Company
since the Company's inception in 1973 and presently serves under
the terms of an Investment Advisory Contract dated November 4,
1993.

                           Proposal 1
                     Election of Directors

     The Nominees. The persons named to vote the accompanying
Proxy intend, unless otherwise directed, to cast all votes for
the election of the five nominees listed below. Each of the
nominees is presently a Director and each has consented to being
named as nominee in this Proxy Statement and has agreed to serve
if elected. The Directors elected at this Meeting will serve
until the next Annual Meeting of the Shareholders of the Company
and until their successors have been elected and qualified. 
Although the By-Laws of the Company provide for six members of
the Board of Directors, at this time only five individuals have
been nominated for election to the Board.  The remaining sixth
position will be filled by a majority vote of the Board of
Directors as soon as a qualified candidate has been identified.


Frederick R. Ford
     Age:   60
     Position with the Company: Dr. Ford has been a Director of
     the Company since April, 1984.  As a Director, he is a
     member of the Audit Committee.

     Business experience during the last five years and other
     directorships: Dr. Ford has served as Executive Vice
     President and Treasurer of Purdue University since January,
     1974. As the chief financial and business officer, he
     manages all securities, properties, and funds belonging to
     the University and all trusts in which the University is
     interested. In addition, he is responsible for all business
     operations, physical plant, housing and food services,
     internal auditing and investments.

     Other Directorships: Dr. Ford is also a Trustee of Teachers
     Insurance and Annuity Association and a member of the
     Advisory Board of Huntington Bank of Lafayette, Indiana.

Michael S. Hunt
     Age:   50
     Position with the Company: Mr Hunt has been a Director of
     the Company since, July, 1994.  As a Director, he is a
     member of the Audit Committee.

     Business experience during the last five years and other
     directorships: Mr. Hunt has served as Vice President of
     North American Pharmaceutical Business Development for Eli
     Lilly and Company since September, 1994; from January 1,
     1993 to September, 1994 Mr. Hunt served as Vice President of
     Pharmaceutical Strategic Planning and, prior thereto, served
     as Treasurer of Eli Lilly and Company. In his present
     position Mr. Hunt is responsible for pharmaceutical business
     planning for North America.

     Other Directorships: Mr. Hunt serves as a Director of
     Integrated Medical Systems, Inc.

Thomas A. Jenkins
     Age: 54
     Position with the Company:    Mr. Jenkins has been a
     Director and President of the Company since March, 1994. As
     a Director, he is a member of the Audit Committee.

     Business experience during the last five years and other
     directorships: Mr. Jenkins has served as Attorney on the
     legal staff of Bank One, Indianapolis, NA since January
     1996; prior thereto he served as Vice President & Senior
     Trust  Counsel of Bank One, Indianapolis, N.A.  In this
     capacity, he is the chief legal officer for the Bank One,
     Indianapolis, N.A. Trust Group.  In addition, Mr. Jenkins
     serves as Regional Trust Counsel on the legal staff of BANC
     ONE CORPORATION.

James D. Keckley*
     Age: 72
     Position with the Company: Mr. Keckley has been a Director
     of the Company since April, 1973. As a Director, he is a
     member of the Audit Committee.

     Business experience during the last five years and other
     directorships: Mr. Keckley is presently retired. Prior to
     his retirement on January 1, 1990, Mr. Keckley served as
     Executive Vice President of Bank One, Indianapolis, N.A. As
     Executive Vice President of Bank One, Indianapolis, N.A., he
     was responsible for the Private Banking Division of the
     Trust & Asset Management Group.

E. Lynn Plaster*
     Age: 57
     Position with the Company:   Mr. Plaster has been a Director
     of the Company since November, 1983. As a Director, he is a
     member of the Audit Committee.

     Business experience during the last five years and other
     directorships: Mr. Plaster is presently retired. Mr. Plaster
     served as a managing Director of Oxford Financial Advisors
     Corporation from February 1994 to April 1996; prior thereto
     Mr. Plaster served as Executive Vice President and Chief
     Trust Officer of Bank One, Indianapolis, N.A.

     Transactions and other relationships between the Nominees
and the Advisor. Management of the Company does not believe that
any of the nominees, other than Thomas A. Jenkins, James D.
Keckley and E. Lynn Plaster, are "interested persons" of the
Company. However, under the Investment Company Act of 1940,
directors of an investment company may under certain
_____________________________
     *Because of Mr. Jenkins' affiliation with the Advisor
and security holdings of Banc One Corporation, the Advisor's
indirect parent, and because of Mr. Keckley's and Mr. Plaster's
security holdings of BAnc One Corporation, Mr. Jenkins, Mr.
Keckley and Mr. Plaster are "Interested Persons" as that term is
defined in the Investment Company Act of 1940.

circumstances be found to be "interested persons" of the Company
as a result of material business, stock ownership in, or other
relationships with its advisor. None of the nominees owns in
excess of 1% of the outstanding stock of the Advisor or its
ultimate parent, Banc One Corporation. All of the nominees have
been customers of and have had transactions with the Advisor to
the Company in the ordinary course of its business. Additional
transactions may be expected to take place in the future. All
outstanding loans and commitments to nominees were made on
substantially the same terms (including interest rates and
collateral requirements) as those prevailing at the time for
comparable transactions with other persons except that the
nominees who are employees of the Advisor receive favorable
interest rates consistent with the Advisor's employment policies.
Such loans and commitments did not involve more than normal risk
of collectibility or present other unfavorable features. The
Advisor extends MasterCard and VISA privileges to its directors,
officers and employees.
     Beneficial Ownership of Securities. Management knows of no
person beneficially owning more than five percent (5%) of the
Company's common stock. At June 30, 1996 the Company's Officers
and Directors, as a group, owned less than 1% of the outstanding
Common Stock.
     Compensation of Directors and Officers. The Company pays no
director's fees, salaries or other cash or noncash compensation
to any of its Directors or Officers who are officers, directors
or employees of the Company's Advisor or its affiliates. Because
all of the Company's executive officers are principally employed
by the Advisor, the Company paid no cash compensation to its
executive officers during the last fiscal year. Directors who are
not affiliated with the Advisor are entitled to reimbursement for
travel and out-of-pocket expenses in connection with attending
Meeting. Each Director who is not affiliated with the Advisor
receives a fee of $3,600 per year, $200 for each Board of
Directors Meeting attended, and $200 for each audit committee
Meeting attended.
     Standing Board Committees. Messrs. Ford, Hunt, Jenkins*,
Keckley* and Plaster*, current Directors of the Company,
constitute the duly appointed audit committee of the Company. The
Company has no nominating or compensation committees. During the
fiscal year ended June 30, 1996, the audit committee met one
time. The audit committee is responsible for Meeting with the
Company's independent auditors to discuss and review the scope of
their audit, the Company's accounting principles, policies and
practices, the results of the audit, the adequacy of the
Company's accounting, financial and operating controls and such
other matters as the audit committee may determine appropriate.
     Meeting of the Board of Directors. During the fiscal year
ended June 30, 1996, five (5) Meetings of the Board of Directors
were held. None of the Company's incumbent Directors attended
fewer than 75% of the total number of Meetings of the Board,
including Meetings of the committees on which he served, held
while he was a Director.
     Executive Officers and Significant Employees. Information
regarding the Company's executive officers and significant
employees, each of whose principal occupation is his position
with the Advisor or an affiliate of the Advisor, is set forth
below, and as to certain officers who are also nominees for
Director, above under "Election of Directors". All of the
Company's executive officers and significant employees have held
the same or similar positions with the Advisor during the past
five years. In addition, since February, 1992, Jeffrey W.
Fountain and Timothy P. Holihen have each served as a Vice
President and Investment Officer of Banc One Investment Advisors
Corporation.  Prior to his employment by Bank One, Indianapolis,
N.A. in January, 1992, Mr. Hochmuth was a student at the
Weatherhead School of Management, Case Western Reserve
University. In addition, Mr. Hochmuth and Dr. Wilson have served
as Investment Officers and Senior Portfolio Manager,
respectively, of Banc One Investment Advisors Corporation since
January, 1992.

<TABLE>
<CAPTION>
Name and Age            Positions with the Company              Present Position with the Advisor  
<S>                     <C>                                     <C>
Thomas A. Jenkins, 54   President and Director since            Attorney
                        March 21, 1994; Secretary from 
                        April 19, 1973 to March 21, 1994.

Jeffrey W. Fountain, 41 Executive Vice President since          Vice President & Investment 
                        March 21, 1994; Vice President          Officer
                        from January 28, 1988 
                        to March 21, 1994.

William J. Hochmuth, 30 Vice President since July 17, 1992.     Investment Officer

Thomas F. Wilson, 56    Vice President since August 9, 1990.    Vice President & Investment
                                                                Officer

Timothy P. Holihen, 40  Vice President since March 21, 1994.    Vice President & Investment
                                                                Officer

C. William Willen, 44   Secretary-Treasurer since March 21,     Vice President
                        1994; Treasurer from September 20, 
                        1987 to March 21, 1994.

</TABLE>
    Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Officers and Directors, and persons who own more than
10% of the Company's Common Stock, to file reports of ownership
with the Securities and Exchange Commission.  Officers, Directors
and greater than 10% Shareholders are required to furnish the
Company with copies of all Section 16(a) forms they file.  Based
solely on its review of copies of such forms received by it, or
written representations from certain reporting persons that no
Forms 5 were required for those persons, the Company believes
that during the fiscal year ended June 30, 1996, no Officer or
Director of the Company failed to file on a timely basis any
reports required by Section 16(a).  The Company had no greater
than 10% Shareholders during the fiscal year.

                           Proposal 2
          Selection of Independent Public Accountants
                                
Arthur Andersen LLP, who are independent public accountants, have
served as accountants and auditors for the Company since its
inception. They have been reappointed for the current fiscal
year, subject to ratification by the Shareholders, by the
unanimous vote of the Company's Board of Directors at a Meeting
held on July 19, 1996 at which a majority of those of the
Company's Directors who were not interested persons of the
Company were present, in person. The persons named to vote the
accompanying Proxy intend unless otherwise directed, to cast all
votes for ratification of Arthur Andersen LLP as accountant and
auditors for the Company. A representative of Arthur Andersen LLP
is expected to be present at the Annual Meeting with the
opportunity to make a statement if he desires to do so, and to be
available to respond to appropriate questions.

             Shareholder Proposals for 1997 Meeting

     To be considered for inclusion in the Company's Proxy
material for the 1997 Annual Meeting, proposals that Shareholders
wish to present to the Meeting must be received by the Company as
its principal address (the address shown on the cover of this
Proxy Statement) no later than June 8, 1997.

                         Other Matters

     At the date of this Proxy Statement, Management does not
know of any other matters which will be presented for action at
the Meeting hereby called, nor does it intend to bring any other
matters before the Meetings for such action. If, however, other
matters properly do come before the Meeting, it is the intention
of the persons named in the accompanying Proxy to vote said Proxy
on each matter in accordance with their judgement.






                                        C. William Willen, 
                                        Secretary


PROXY                                                  PROXY



                         CIRCLE INCOME
                          SHARES, INC.
                                
  This Proxy is Solicited on Behalf of the Board of Directors.
                                
     The undersigned hereby appoints Thomas A. Jenkins and
Frederick R. Ford or either of them, as Proxies, each with the
power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the shares of
common stock of Circle Income Shares, Inc. held of record by the
undersigned on September 20, 1996 at the annual meeting of
shareholders to be held on November 8, 1996.

   PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
                  USING THE ENCLOSED ENVELOPE.
                                
         (Continued and to be signed on reverse side.)
<PAGE>
                   
CIRCLE INCOME SHARES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK
                            ONLY.  
                                

1.  Election of Directors--        FOR  WITHHOLD  FOR ALL (Except Nominee(s) 
                                                           written below)

Nominees: Frederick R. Ford, Michael 
S. Hunt, Thomas A. Jenkins, James D.
Keckley, E. Lynn Plaster           ____    ____      ____


__________________________________________________________________________

2.  Proposal to approve the              FOR     AGAINST   ABSTAIN
appointment of Arthur Andersen
LLP as the independent public
acountants of the Company.                ____    ____      ____      
                                                 

3.  In their discretion, the Proxies are authorized to vote upon
such other usiness as may properly come before the meeting.

This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder.  If no direction
is made, this proxy will be voted for the election as directors
of all nominees listed under Proposal 1 and for Proposal 2.

Dated: ____________, 1996

Signature(s) ______________________________________

             ______________________________________

Please sign exactly as name appears below.  If there are two or
more owners, all owners should sign.  When signing as attorney,
as executor administrator, trustee or guardian, please give full
title as such.  If a corporation, please sign in full corporate
name by president or other authorized officer.  If a partnership,
please sign in partnership name by authorized person.