SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____________)

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

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12

The Hartford Income Shares Fund, Inc.
-----------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

(specify)
-----------------------------------------------------------------------
(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 14a96(i)(4) and O-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 by written 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:

November 21, 2005

THE HARTFORD INCOME SHARES FUND, INC.

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of the Shareholders
(the "Meeting") of The Hartford Income Shares Fund, Inc. (the "Company"). The
Meeting will take place on January 10, 2006 at 10:00 a.m. Eastern Time at the
offices of Hartford Life, 200 Hopmeadow Street, Simsbury, Connecticut 06089.

At the Meeting, shareholders will be asked to vote on the matters listed in
the attached Notice of Annual Meeting of Shareholders. As explained in the
enclosed Proxy Statement, the purpose of the Meeting is (1) to elect members of
the Board of Directors of the Company; (2) to ratify the selection of Ernst &
Young LLP as the Company's independent registered public accounting firm; and
(3) to transact such other business as may properly come before the Meeting.

We request that you complete the enclosed Proxy Card for the upcoming
Meeting. The Company's Board of Directors has reviewed and unanimously approved
these proposals and recommends that you vote FOR each proposal. The enclosed
Proxy Statement provides more information on these proposals. Please read it
carefully and return your completed Proxy Card in the enclosed, addressed,
postage-paid envelope, or take advantage of the telephonic or internet voting
procedures described in the Proxy Statement. Your vote is important. If you have
any questions in connection with these materials, please call us at
1-888-843-7824.

Very truly yours,

/s/ David M. Znamierowski
David M. Znamierowski
President

THE HARTFORD INCOME SHARES FUND, INC.

500 BIELENBERG DRIVE,
WOODBURY, MINNESOTA 55125

MAILING ADDRESS: P.O. BOX 64387,
ST. PAUL, MINNESOTA 55164

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of the Shareholders (the "Meeting") of The Hartford
Income Shares Fund, Inc. (the "Company") will be held on January 10, 2006 at
10:00 a.m. Eastern Time at the offices of Hartford Life, 200 Hopmeadow Street,
Simsbury, Connecticut 06089 for the following purposes:

1. TO ELECT A BOARD OF DIRECTORS CONSISTING OF THE NINE NOMINEES DESCRIBED
IN THE ATTACHED PROXY STATEMENT.

2. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF THE COMPANY OF
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2006.

3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

The Board of Directors of the Company unanimously recommends approval of
each item listed in this notice. Shareholders of record on October 31, 2005 are
entitled to notice of and to vote at the Meeting.

Your attention is directed to the attached Proxy Statement. YOUR VOTE IS
IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL
IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE, OR TAKE
ADVANTAGE OF THE TELEPHONIC OR INTERNET VOTING PROCEDURES DESCRIBED IN THE PROXY
STATEMENT, IN ORDER TO SAVE THE COMPANY ANY FURTHER SOLICITATION EXPENSE. An
addressed envelope for which no postage is required is enclosed.

By order of the Board of Directors,

/s/ Edward P. Macdonald

Edward P. Macdonald
Secretary

Dated: November 21, 2005

THE HARTFORD INCOME SHARES FUND, INC.

500 BIELENBERG DRIVE,
WOODBURY, MINNESOTA 55125

MAILING ADDRESS: P.O. BOX 64387,
ST. PAUL, MINNESOTA 55164

PROXY STATEMENT
NOVEMBER 21, 2005

The enclosed Proxy Card is solicited by the Board of Directors of The
Hartford Income Shares Fund, Inc. (the "Company") in connection with the Annual
Meeting of the Shareholders (the "Meeting") of the Company to be held on January
10, 2006 at 10:00 a.m. Eastern Time at the offices of Hartford Life, 200
Hopmeadow Street, Simsbury, Connecticut 06089 and at any adjournment(s) or
postponement(s) of the Meeting.

The costs of solicitation, including the cost of preparing and mailing the
Notice of Annual Meeting of Shareholders and this Proxy Statement, will be paid
by the Company. The approximate mailing date of this Proxy Statement is November
28, 2005. Representatives of Hartford Administrative Services Company ("HASCO"),
the dividend disbursement agent for the Company, and Hartford Life Insurance
Company ("Hartford Life"), without cost to the Company, may solicit proxies for
Company management by means of mail, telephone or personal calls. The address of
HASCO is that of the Company as provided above. Hartford Life and Hartford
Investment Financial Services, LLC ("HIFSCO"), which serves as the Company's
investment adviser, principal underwriter and administrator, are principally
located at 200 Hopmeadow Street, Simsbury, Connecticut 06089.

Shareholders may revoke authority to vote their shares by giving written
notice of revocation to the Secretary of the Company or by executing a
superceding Proxy Card. Unless revoked, properly executed Proxy Cards that have
been returned by shareholders without instructions will be voted "for" each
proposal. In instances where choices are specified by the shareholders in the
Proxy Card, those shareholders' votes will be voted or the votes will be
withheld in accordance with the shareholders' choices. With regard to Proposal
I, the election of directors, votes may be cast for all nominees or for all
nominees except those indicated, or withheld for all nominees. Abstentions may
be specified for Proposal II, the ratification of the independent registered
public accounting firm. With respect to Proposal II, abstentions and broker
non-votes (Proxy Cards received by the Company from brokers or nominees when the
broker or nominee has neither received instructions from the beneficial owner or
other persons entitled to vote nor has discretion to vote on a particular
matter) will be counted as present for purposes of determining whether a quorum
of shares is present at the meeting, and will have the same effect as a vote

"against" such item. So far as the Board of Directors is aware, no matters other
than those described in this Proxy Statement will be acted upon at the Meeting.
Should any other matters properly come before the Meeting calling for a vote of
shareholders, the persons named as proxies intend to vote upon such matters
according to their best judgment.

In addition to completing and returning the enclosed Proxy Card,
shareholders are also able to vote by touchtone telephone or by internet by
following the instructions included with the Proxy Card accompanying this Proxy
Statement. To vote by internet or by telephone, shareholders can access the
website or call the toll-free number listed on the Proxy Card. To vote by
internet or by telephone, shareholders will need the "control number" that
appears on the Proxy Card. After inputting this number, shareholders will be
prompted to provide their voting instructions on the proposals. Shareholders
will have an opportunity to review the voting instructions and make any
necessary changes before submitting the voting instructions and terminating the
telephone call or internet link.

Only those shareholders owning shares as of the close of business on
October 31, 2005 (the "Record Date") may vote at the Meeting or any
adjournment(s) or postponement(s) of the Meeting. As of the Record Date, there
were issued and outstanding 12,989,459.9 common shares, with a par value of
$0.001 per share. Common shares represent the only class of securities of the
Company. Each shareholder is entitled to one vote for each share held. As a
shareholder, you will not have appraisal rights in connection with the proposals
described in this Proxy Statement.

The presence, either in person or by proxy, of shareholders owning a
majority of shares of the Company entitled to vote at the Meeting shall
constitute a quorum. If a quorum is not present at the Meeting, or if a quorum
is present but sufficient votes to approve any of the proposals are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of votes. In determining whether to
adjourn the Meeting, the following factors may be considered: the nature of the
proposals that are the subject of the Meeting, the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature of any further
solicitation, and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those shares represented at the Meeting in person or by
proxy.

Copies of the Company's most recent annual report and semi-annual report
are available upon request. If you would like to receive a copy, please contact
the Company at P.O. Box 64387, St. Paul, Minnesota 55164 or call 1-888-843-7824,
and a copy will be sent, without charge, by first class mail within three
business days of your request.

SHARE OWNERSHIP

The following table sets forth the dollar range of equity securities
beneficially owned by each director of the Company or nominee for election as a
director of the Company and on an aggregate basis in any registered investment
companies overseen by the director or nominee within the Hartford Fund Family*
as a group, as of September 30, 2005.

<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
DOLLAR RANGE OF REGISTERED INVESTMENT
EQUITY SECURITIES COMPANIES OVERSEEN BY DIRECTOR
NAME OF DIRECTOR IN THE COMPANY IN THE HARTFORD FUND FAMILY*
- ---------------- -------------------- ------------------------------

NON-INTERESTED DIRECTORS
Lynn S. Birdsong......... None $50,001-$100,000
Robert M. Gavin, Jr...... None Over $100,000
Duane E. Hill............ None None
Sandra S. Jaffee......... None None
William P. Johnston...... None None
Phillip O. Peterson...... None $10,001-$50,000
Lemma W. Senbet.......... None None

INTERESTED DIRECTORS
Thomas M. Marra.......... None Over $100,000
Lowndes A. Smith......... None Over $100,000
</Table>

- ---------------

* The Hartford Fund Family currently consists of four open-end investment
companies and one closed-end investment company.

As of September 30, 2005, all directors and officers as a group owned less
than 1% of the outstanding shares of the Company. As of this date, no person, to
the knowledge of Company management, owned beneficially more than 5% of the
outstanding shares of the Company.

As of October 20, 2005, none of the non-interested directors (or their
immediate family members) had share ownership in securities of the Company's
investment adviser, principal underwriter or in an entity controlling,
controlled by or under common control with the investment adviser or principal
underwriter of the Company (not including registered investment companies).

PROPOSAL I
ELECTION OF DIRECTORS

At the Meeting, shareholders will be asked to elect nine members to the
Company's Board of Directors. All of the nominees currently serve as directors
of the Company. In addition, all of the nominees have previously been elected to
the Board and are standing for re-election, except for Sandra S. Jaffee, William
P. Johnston and Lemma W. Senbet, who were selected by the Board of Directors of
the Company to serve as directors of the Company, and are now nominated for
election to the Board of Directors of the Company. Korn/Ferry International, a
third-party director search firm, assisted the Nominating Committee of the Board
of Directors of the Company in initially identifying Ms. Jaffee and Mr. Johnston
as potential candidates for independent directorships.

Pertinent information regarding each nominee's principal occupation and
business experience during at least the past five years, number of portfolios
overseen and other directorships held is set forth below. The mailing address of
each nominee is c/o the Secretary of The Hartford Income Shares Fund, Inc., 200
Hopmeadow Street, Simsbury, Connecticut 06089.

NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS

<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
FUND OTHER
POSITION HELD TERM OF OFFICE* COMPLEX DIRECTORSHIPS
WITH THE AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY
NAME AND AGE COMPANY TIME SERVED DURING LAST 5 YEARS DIRECTOR DIRECTOR
- ------------ ------------- --------------- --------------------------- ------------- -------------

LYNN S. BIRDSONG(2)
(age 59) Director Since 2003 Since 1981, Mr. Birdsong 85 Mr. Birdsong
has been a partner in is a Director
Birdsong Company, an of The Japan
advertising specialty firm. Fund
Since 2003, Mr. Birdsong
has been an independent
Director of The Japan Fund.
From 2003 to March 2005,
Mr. Birdsong was an
independent Director of the
Atlantic Whitehall Funds.
From 1979 to 2002, Mr.
Birdsong was a managing
director of Zurich Scudder
Investments, an investment
management firm. During his
employment with Scudder,
Mr. Birdsong was an
interested Director of The
Japan Fund. Mr. Birdsong is
also a Director of The
Hartford Mutual Funds,
Inc., The Hartford Mutual
Funds II, Inc., Hartford
Series Fund, Inc. and
Hartford HLS Series Fund
II, Inc.
</Table>

ROBERT M. GAVIN(1,2)
(age 65) Director and Director since Dr. Gavin is an educational 85 None
Chairman of 1986 consultant. Prior to
the Board September 1, 2001, he was
Chairman of President of Cranbrook
the Board Education Community; and
since 2004 prior to July 1996, he was
President of Macalester
College, St. Paul,
Minnesota. Dr. Gavin is
also a Director and
Chairman of the Board of
Directors of The Hartford
Mutual Funds, Inc., The
Hartford Mutual Funds II,
Inc., Hartford Series Fund,
Inc. and Hartford HLS
Series Fund II, Inc.

DUANE E. HILL(2) Director Since 2002 Mr. Hill is a Partner of 85 None
(age 60) TSG Ventures L.P., a
private equity investment
company that invests
primarily in minority-
owned small businesses. Mr.
Hill is a former Partner of
TSG Capital Group, a
private equity investment
firm that serves as sponsor
and lead investor in
leveraged buyouts of middle
market companies. Mr. Hill
is also a Director of The
Hartford Mutual Funds,
Inc., The Hartford Mutual
Funds II, Inc., Hartford
Series Fund, Inc. and
Hartford HLS Series Fund
II, Inc.
</Table>

SANDRA S.
JAFFEE(1,2,3) Director Since 2005 Ms. Jaffee is Chief 85 None
(age 63) Executive Officer of
Searchspace Group, a
leading provider of
compliance/regulatory
technology to financial
institutions. Ms. Jaffee
served as an Entrepreneur
in Residence with Warburg
Pincus, a private equity
firm, from August 2004 to
August 2005. From September
1995 to July 2004, Ms.
Jaffee served as Executive
Vice President at
Citigroup, where she was
President and CEO of
Citibank's Global
Securities Services
(1995-2003). Ms. Jaffee is
also a Director of The
Hartford Mutual Funds,
Inc., The Hartford Mutual
Funds II, Inc., Hartford
Series Fund, Inc. and
Hartford HLS Series Fund
II, Inc.

WILLIAM P.
JOHNSTON(1,2) Director Since 2005 Mr. Johnston joined the 85 Mr. Johnston
(age 61) Board of Directors of Renal is Chairman
Care Group, Inc. in of the Board
November 2002 and has of Directors
served as Chairman of the of Renal Care
Board since March 2003. Group, Inc.
From August 2001 until
December 2002, Mr. Johnston
was Managing Director of
SunTrust Robinson Humphrey,
the investment banking
division of SunTrust Banks,
Inc. From 1998 through
2001, Mr. Johnston was Vice
Chairman of the investment
banking affiliate of
SunTrust Banks, Inc., where
he also served as Chief
Executive Officer from 1998
through April 2000. Mr.
Johnston is also a Director
of The Hartford Mutual
Funds, Inc., The Hartford
Mutual Funds II, Inc.,
Hartford Series Fund, Inc.
and Hartford HLS Series
Fund II, Inc.
</Table>

PHILLIP O.
PETERSON(1,2) Director Since 2000 Mr. Peterson is a mutual 85 None
(age 60) fund industry consultant.
He was a partner of KPMG
LLP (an accounting firm)
until July 1999. From
January 2004 to April 2005,
Mr. Peterson served as
Independent President of
the Strong Mutual Funds.
Mr. Peterson is also a
Director of The Hartford
Mutual Funds, Inc., The
Hartford Mutual Funds II,
Inc., Hartford Series Fund,
Inc. and Hartford HLS
Series Fund II, Inc.

LEMMA W. SENBET(2)
(age 59) Director Since 2005 Dr. Senbet is the William 85 None
E. Mayer Chair Professor of
Finance and Chair of the
Finance Department at the
University of Maryland,
Robert H. Smith School of
Business, which he joined
in September 1990.
Previously, he was a
chaired Professor of
Finance at the University
of Wisconsin-Madison. In
addition, Dr. Senbet
previously served as an
independent Director of the
Fortis Funds from March
2000 until July 2002. Dr.
Senbet is also a Director
of The Hartford Mutual
Funds, Inc., The Hartford
Mutual Funds II, Inc.,
Hartford Series Fund, Inc.
and Hartford HLS Series
Fund II, Inc.
</Table>

- ---------------

* Each director serves until his or her death, resignation, or retirement or
until the next annual meeting of shareholders of the Company is held and his
or her successor is elected and qualifies.

(1) Member of the Audit Committee of the Company.

(2) Member of the Nominating Committee of the Company.

(3) Ms. Jaffee is a consultant for a controlling shareholder of Institutional
Shareholder Services, Inc., an unaffiliated third party corporate governance
research service company ("ISS"), and serves as a Director of ISS and as a
member of the Executive Committee of the Board of Directors of ISS. From
time to time, ISS may provide in-depth analyses of shareholder meeting
agendas, vote recommendations, record-keeping or vote disclosure services to
the sub-adviser.

NOMINEES FOR ELECTION AS INTERESTED DIRECTORS

THOMAS M. MARRA**
(age 47) Director Since 2002 Mr. Marra is President and 85 Mr. Marra is
Chief Operating Officer of a Director of
Hartford Life, Inc. He is The Hartford.
also a member of the Board
of Directors and a member
of the Office of the
Chairman for The Hartford
Financial Services Group,
Inc. ("The Hartford"), the
parent company of Hartford
Life. Mr. Marra was named
President of Hartford Life
in 2001. He was named COO
in 2000 and served as
Director of Hartford Life's
Investment Products
Division from 1998 to 2000.
Mr. Marra is also a
Managing Member and
President of HIFSCO and HL
Investment Advisors, LLC
("HL Advisors"). He
currently also serves as a
Director of The Hartford
Mutual Funds, Inc., The
Hartford Mutual Funds II,
Inc., Hartford Series Fund,
Inc. and Hartford HLS
Series Fund II, Inc. and
served as Chairman of the
Board of these companies
and of the Company from
2002 to 2004.

LOWNDES A. SMITH**
(age 66) Director Since 2002 Mr. Smith served as Vice 85 Mr. Smith is
Chairman of The Hartford a Director of
from February 1997 to White
January 2002, as President Mountains
and Chief Executive Officer Insurance
of Hartford Life, Inc. from Group, Ltd.
February 1997 to January
2002, and as President and
Chief Operating Officer of
The Hartford Life Insurance
Companies from January 1989
to January 2002. Mr. Smith
is also a Director of The
Hartford Mutual Funds,
Inc., The Hartford Mutual
Funds II, Inc., Hartford
Series Fund, Inc. and
Hartford HLS Series Fund
II, Inc.
</Table>

- ---------------

* Each director serves until his or her death, resignation, or retirement or
until the next annual meeting of shareholders of the Company is held and his
or her successor is elected and qualifies.

** Denotes the nominee is an interested person of the Company, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). Mr. Marra is an
interested director due to positions he holds with affiliates of the Company.
Mr. Smith is an interested director because he owns stock of the parent
company of HIFSCO.

The Board of Directors recommends that shareholders vote in favor of the
nine individuals listed as nominees for election to serve as directors of the
Company. A plurality of the votes properly cast in person or by proxy at the
Meeting is required for the election of directors. This means that the nine
nominees receiving the highest number of "FOR" votes will be elected. Unless
otherwise instructed, the proxies will vote all properly executed Proxy Cards
for the nine nominees. All of the nominees have consented to serve as directors
if elected. In the event any of the nominees are not candidates for election at
the meeting, the proxies may vote for such other persons according to their best
judgment. Nothing currently indicates that such a situation will arise.

PROPOSAL II
RATIFICATION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent public accountants selected by a
majority of the directors of the investment company who are not "interested
persons" of the investment company or of its investment adviser, as that term is
defined in the 1940 Act. The 1940 Act provides that the selection be submitted
for ratification or rejection by the shareholders at an annual meeting.

On September 13, 2005, the Board of Directors of the Company, upon the
recommendation of the Audit Committee, determined to select the firm of Ernst &
Young LLP ("E&Y") as independent registered public accounting firm for the
Company for the fiscal year ending July 31, 2006. E&Y served as independent
registered public accounting firm for the Company for the fiscal years ended
July 31, 2005, July 31, 2004 and July 31, 2003.

The Board of Directors recommends that shareholders vote in favor of the
ratification of E&Y as the independent registered public accounting firm for the
Company. The affirmative vote of a majority of the shares represented at the
meeting, provided at least a quorum (more than 50% of the outstanding shares) is
represented in person or by proxy, is sufficient for the ratification of the
selection of the independent registered public accounting firm. Unless otherwise
instructed, the proxies will vote for the ratification of the selection of E&Y
as the Company's independent registered public accounting firm.

MANAGEMENT COMPENSATION

The Company pays no compensation to any director or officer who is an
officer or employee of The Hartford, HIFSCO, HASCO, Hartford Life or any
affiliated company. During the fiscal year ended July 31, 2005, the Company paid
a fee to each director who is not an officer or employee of The Hartford,
HIFSCO, HASCO, Hartford Life or any affiliated company.

The following table sets forth the compensation that each director (or
nominee for director) received during the fiscal year ended July 31, 2005 from
the Company and the entire Hartford fund complex.

<Table>
<Caption>
PENSION OR TOTAL
RETIREMENT COMPENSATION
BENEFITS ACCRUED ESTIMATED FROM THE
AGGREGATE AS PART OF ANNUAL BENEFITS COMPANY AND
NAME OF PERSON, COMPENSATION COMPANY UPON FUND COMPLEX*
POSITION FROM THE COMPANY EXPENSES RETIREMENT PAID TO DIRECTOR
- --------------- ---------------- ---------------- --------------- ----------------

NON-INTERESTED DIRECTORS
Lynn S. Birdsong, Director........ $156 $0 $0 $141,750
Robert M. Gavin, Jr., Director.... $224 $0 $0 $203,250
Duane E. Hill, Director........... $157 $0 $0 $143,000
Sandra S. Jaffee(1), Director..... $ 86 $0 $0 $ 78,500
William P. Johnston(2),
Director......................... $ 0 $0 $0 $ 0
Phillip O. Peterson, Director..... $153 $0 $0 $139,500
Lemma W. Senbet(2), Director...... $ 0 $0 $0 $ 0
INTERESTED DIRECTORS
Lowndes A. Smith, Director........ $138 $0 $0 $125,500
Thomas M. Marra, Director......... $ 0 $0 $0 $ 0
</Table>

- ---------------

* As of July 31, 2005, five registered investment companies in the fund complex
paid compensation to some or all of the directors.

(1) Appointed a director of the Company on January 25, 2005.

(2) Appointed a director of the Company on September 14, 2005.

BOARD MEETINGS, COMMITTEES AND
OTHER RELATED MATTERS

The Board of Directors of the Company has established an Audit Committee, a
Compliance Committee, an Investment Committee, a Litigation Committee and a
Nominating Committee. The Company does not have a standing compensation
committee. Copies of the charters for the Audit and Nominating Committees are
not available on the Company's website, but can be found attached as appendices
to the Company's proxy statement for the fiscal year ended July 31, 2004.

During the Company's fiscal year ended July 31, 2005, there were nine
meetings of the Board of Directors, four meetings of the Audit Committee, two
meetings of the Investment Committee, three meetings of the Litigation Committee
and three meetings of the Nominating Committee. As the Compliance Committee was
not established until October 3, 2005, there were no meetings of the Compliance
Committee during the Company's most recent fiscal year. Thomas M. Marra and Lynn
S. Birdsong, Directors of the Company, attended last year's annual meeting held
on December 15, 2004. Company policy adopted in November 2004 provides that at
least one Director will attend each annual meeting of shareholders. No director
attended or participated telephonically in fewer than 75% of the aggregate of
the number of meetings of the Board of Directors and the number of meetings held
by all committees of the Board on which such director served, with the exception
of Sandra S. Jaffee, who was not appointed to the Board of Directors until
January 25, 2005, and William P. Johnston and Lemma W. Senbet, who were not
appointed to the Board of Directors until September 14, 2005.

Shareholders wishing to communicate with members of the Board of Directors
may submit a written communication directed to the Board of Directors in care of
the Secretary of The Hartford Income Shares Fund, Inc., 200 Hopmeadow Street,
Simsbury, Connecticut 06089.

THE AUDIT COMMITTEE

The Audit Committee currently consists of Robert M. Gavin, Sandra S.
Jaffee, William P. Johnston and Phillip O. Peterson. Each member of the Audit
Committee is considered to be "independent" within the meaning of the rules of
the New York Stock Exchange.

The functions performed by the Audit Committee are to (1) oversee the
Company's accounting and financial reporting policies and practices, its
internal controls and, as appropriate, the internal controls of certain service
providers; (2) assist the Board of Directors in its oversight of the
qualifications, independence and performance of the Company's independent
registered public accounting firm, the quality, objectivity and integrity of the
Company's financial
12

statements and the independent audit thereof, and the performance of the
Company's internal audit function; and (3) act as a liaison between the
Company's independent registered public accounting firm and the full Board of
Directors. The Company's independent registered public accounting firm shall
report directly to the Audit Committee. The Audit Committee shall report
regularly to the Board of Directors.

Management is responsible for maintaining appropriate systems for
accounting. The Company's independent registered public accounting firm is
responsible for conducting a proper audit of the Company's financial statements
and is ultimately accountable to the Audit Committee. The Audit Committee has
the ultimate authority and responsibility to select (subject to ratification by
the non-interested directors and Company shareholders) and evaluate the
Company's independent registered public accounting firm, to determine the
compensation of the Company's independent registered public accounting firm and,
when appropriate, to replace the Company's independent registered public
accounting firm.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has met and held discussions with management and the
independent registered public accounting firm. Management represented to the
Audit Committee that the Company's financial statements were prepared in
accordance with generally accepted accounting principles, and the Audit
Committee has reviewed and discussed the financial statements with management
and the independent registered public accounting firm. The Audit Committee
discussed with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees).

The Company's independent registered public accounting firm also provided
to the Audit Committee the written disclosure required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), and the
Audit Committee discussed with the independent registered accounting firm the
firm's independence.

Based upon the Audit Committee's discussion with management and the
independent registered public accounting firm and the Audit Committee's review
of the representation of management and the report of the independent registered
public accounting firm to the Audit Committee, the Audit Committee recommends to
the Board of Directors that the audited financial statements for the Company's
most recent fiscal year ended July 31, 2005 be included in

the Company's Annual Report filed with the Securities and Exchange Commission.

The Audit Committee

Lynn S. Birdsong
Robert M. Gavin
Duane E. Hill
Sandra S. Jaffee
Phillip O. Peterson

THE COMPLIANCE COMMITTEE

The Compliance Committee, which was established on October 3, 2005,
currently consists of Robert M. Gavin, Sandra S. Jaffee, William P. Johnston,
Thomas M. Marra and Phillip O. Peterson. The function of the Compliance
Committee is to assist the Board of Directors in its oversight of the
implementation by the Company of policies and procedures that are reasonably
designed to prevent the Company from violating the Federal Securities Laws.

THE INVESTMENT COMMITTEE

The Investment Committee consists of Lynn S. Birdsong, Duane E. Hill, Lemma
W. Senbet and Lowndes A. Smith. The Investment Committee, which was established
on February 1, 2005, assists the Board of Directors in its oversight of the
Company's investment performance and related matters.

THE LITIGATION COMMITTEE

The Litigation Committee consists of the following non-interested members
of the Board of Directors of the Company: Lynn S. Birdsong, Duane E. Hill, and
Sandra S. Jaffee. The Litigation Committee, which was established on February 5,
2004, manages any legal actions that are brought by, on behalf of or against the
Company, its Board of Directors and/or the non-interested directors.

THE NOMINATING COMMITTEE

The Nominating Committee currently consists of all non-interested directors
of the Company. The function of the Nominating Committee is to screen and select
non-interested candidates to the Board of Directors.

The Nominating Committee will consider nominees for non-interested
directors recommended by shareholders if a vacancy among the non-interested
directors occurs and if the nominee meets the Committee's criteria. Shareholders
wishing to submit recommendations for nominees must send a letter to the

chairperson of the Nominating Committee, in care of the Secretary of The
Hartford Income Shares Fund, Inc., 200 Hopmeadow Street, Simsbury, Connecticut
06089 and must include, at a minimum: (1) the shareholder's contact information;
(2) the nominee's contact information, the nominee's resume or curriculum vitae,
and the number of Company shares owned by the proposed nominee; (3) a statement
as to whether the nominee is an "interested person" of the Company as defined in
Section 2(a)(19) of the 1940 Act, and appropriate documentation to support the
statement; (4) all information regarding the nominee that would be required to
be disclosed in solicitations of proxies for elections of directors required by
Regulation 14A of the Securities Exchange Act of 1934; and (5) a notarized
letter executed by the nominee, stating his or her intention to serve as a
nominee and be named in the Company's proxy statement, if so designated by the
Nominating Committee and the Company's Board of Directors. A shareholder nominee
recommendation must be received by the Nominating Committee within a reasonable
time period prior to the proxy submission. A shareholder or shareholder group
may not submit for consideration a nominee who has previously been considered by
the Nominating Committee. Candidates submitted by shareholders are evaluated
according to the same criteria as other non-interested director candidates. The
Nominating Committee has not received a recommended nominee from an eligible
shareholder or shareholder group who individually, or in the aggregate,
beneficially owned more than 5% of the Fund's voting shares for at least one
year.

The Nominating Committee may, from time to time, engage the services of an
independent consultant to identify and screen suitable prospective director
candidates. Korn/Ferry International, a third-party director search firm,
assisted the Nominating Committee in initially identifying Sandra S. Jaffee and
William P. Johnston as potential candidates for independent directorships.

Care is given to ensure that the individual members of the Board of
Directors bring to their deliberations education, work and personal experiences
that would improve the value provided to the shareholders. The following
criteria for nominees generally are considered as a minimum requirement for
consideration as a non-interested director:

- Fifteen (15) years business or academic experience in a management,
administrative, or other oversight capacity;

- College degree or business experience equivalent to a college degree;

- At least one non-interested director should have an investment background
and at least one director should have a financial/accounting background;

- Personal accomplishments that would provide ready acceptance by
shareholders that the individual is capable of representing their
interests;

- An ability to invest in Hartford funds;

- An ability to think through and discuss complicated regulatory and
financial issues and arrive at reasonable decisions on these issues on
behalf of the shareholders;

- High ethical standards;

- Must meet minimum standards set out in the Fund's Audit Committee
charter; and

- Must be "financially literate" as that term is defined under New York
Stock Exchange rules. For these purposes, this means the ability to read
and understand fundamental financial statements, including a company's
balance sheet, income statement and cash flow statement. Directors who
have limited familiarity with finance can achieve such "literacy" through
Fund-sponsored training programs.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Upon the recommendation of the Audit Committee, the Board of Directors
selected E&Y as independent registered public accounting firm of the Company for
the fiscal year ending July 31, 2006. E&Y served as independent registered
public accounting firm of the Company for the fiscal years ended July 31, 2005,
July 31, 2004 and July 31, 2003.

AUDIT FEES. The aggregate fees billed by E&Y for professional services
rendered for the audit of the Company's annual financial statements for the
fiscal years ended July 31, 2004 and July 31, 2005 were $25,000 and $33,000,
respectively.

AUDIT-RELATED FEES. No fees were billed by E&Y for professional services
rendered that are related to the audit of the Company's annual financial
statements but not reported under "Audit-Fees" above for the fiscal years ended
July 31, 2004 and July 31, 2005. Aggregate fees in the amount of $35,750 and
$39,000 for the fiscal years ended July 31, 2004 and July 31, 2005,
respectively, were billed by E&Y to HIFSCO, or an affiliate thereof that
provides ongoing services to the Company, relating to the operations and
financial reporting of the Company. These fees relate to an annual review of
internal controls, as required by regulation, for HASCO, an affiliate that
provides transfer agency services to the Company and more than 40 other mutual
funds in the Hartford Fund Family.

TAX FEES. The aggregate fees billed by E&Y for professional services
rendered for tax compliance, tax advice and tax planning to the Company for the
fiscal years ended July 31, 2004 and July 31, 2005 were $2,500 and $3,000,
respectively. No fees were billed by E&Y for such services rendered to HIFSCO,
or an affiliate thereof that provides ongoing services to the Company, relating
to the operations and financial reporting of the Company and subject to
pre-approval by the Audit Committee, for the fiscal years ended July 31, 2004
and July 31, 2005.

ALL OTHER FEES. No fees were billed by E&Y for professional services
rendered for products and services other than those described above for the
fiscal years ended July 31, 2004 and July 31, 2005, nor were any fees billed by
E&Y for such services rendered to HIFSCO, or an affiliate thereof that provides
ongoing services to the Company, relating to the operations and financial
reporting of the Company and subject to pre-approval by the Audit Committee, for
those fiscal years, other than those described above.

The Audit Committee has considered whether the services described above are
compatible with E&Y's independence. The Audit Committee has also considered
whether the provision of all other non-audit services rendered to HIFSCO, or an
affiliate thereof that provides ongoing services to the Company,

is compatible with maintaining E&Y's independence. The Audit Committee has
adopted pre-approval policies and procedures pursuant to which the engagement of
any accountant is approved. Such procedures govern the ways in which the Audit
Committee will pre-approve audit and various categories of non-audit services
that the independent registered public accounting firm provides to the Company,
to the Company's investment adviser and to affiliates of the adviser that
provide ongoing services to the Company. In accordance with this policy, the
Audit Committee has given its approval for the provision of audit services by
E&Y for the fiscal year ending July 31, 2006 and has also given its general
pre-approval for the provision by E&Y of certain types of audit-related, tax and
permitted non-audit services. Services that have not received pre-approval must
receive specific approval by the Audit Committee. The Audit Committee is
informed of each such engagement in a timely manner, and such procedures do not
include delegation of the Audit Committee's responsibilities to management.
Pre-approval has not been waived in respect of services described under
"Audit-Related Fees," "Tax Fees" and "All Other Fees," since the pre-approval
procedures were adopted by the Audit Committee.

The aggregate non-audit fees billed by E&Y for services rendered to the
Company and to HIFSCO, or an affiliate thereof that provides ongoing services to
the Company, for the fiscal years ended July 31, 2004 and July 31, 2005,
amounted to $40,550 and $42,000, respectively. Services were for tax consulting,
actuarial and business advisory services throughout the period.

Representatives of E&Y are not expected to be present at the Meeting, but
will be given the opportunity to make a statement if they so desire and will be
available should any matter arise requiring their presence.

EXECUTIVE OFFICERS OF THE COMPANY

Information about each executive officer's position and term of office with
the Company and business experience during at least the past five years is set
forth below. The executive officers receive no compensation from the Company.
Instead, Hartford Life or its affiliates pay the executive officers. The mailing
address of each executive officer is c/o the Secretary of The Hartford Income
Shares Fund, Inc., 200 Hopmeadow Street, Simsbury, Connecticut 06089.

<Table>
<Caption>
POSITION TERM OF
HELD OFFICE* AND
WITH THE LENGTH OF PRINCIPAL OCCUPATION(S)
NAME AND AGE COMPANY TIME SERVED DURING PAST 5 YEARS
- ------------ ----------- ----------- -----------------------

DAVID M. ZNAMIEROWSKI
(age 45) President President Mr. Znamierowski currently serves
and Chief since as President of Hartford
Executive 2001(1) Investment Management Company
Officer ("Hartford Investment
Chief Management") and as Executive
Executive Vice President and Chief
Officer Investment Officer for The
since 2005 Hartford, Hartford Life, Inc. and
Hartford Life Insurance Company.
Mr. Znamierowski is also a
Managing Member, Executive Vice
President and Chief Investment
Officer of HIFSCO and HL
Advisors. Mr. Znamierowski is a
Director, President and Chief
Executive Officer of The Hartford
Mutual Funds, Inc., The Hartford
Mutual Funds II, Inc., Hartford
Series Fund, Inc. and Hartford
HLS Series Fund II, Inc.

TAMARA L. FAGELY
(age 47) Vice Treasurer Ms. Fagely has been Vice
President, since 1993 President of HASCO since 1998.
Treasurer Currently, Ms. Fagely is a Vice
and Vice President of Hartford Life. She
Controller President served as Assistant Vice
since 1996 President of Hartford Life from
December 2001 through March 2005.
Controller In addition, she is Controller of
since 2001 HIFSCO and Vice President,
Controller, and Treasurer of The
Hartford Mutual Funds, Inc., The
Hartford Mutual Funds II, Inc.,
Hartford Series Fund, Inc. and
Hartford HLS Series Fund II, Inc.
</Table>

MARY JANE FORTIN
(age 41) Vice Since 2003 Ms. Fortin is Senior Vice
President President and Director of Mutual
Funds and 529 Programs for
Hartford Life. She also serves as
Vice President of HL Advisors and
HIFSCO. In addition, she is a
Vice President of The Hartford
Mutual Funds, Inc., The Hartford
Mutual Funds II, Inc., Hartford
Series Fund, Inc. and Hartford
HLS Series Fund II, Inc.
Previously, Ms. Fortin served as
Senior Vice President and Chief
Accounting Officer of Hartford
Life. She joined Hartford Life in
1997.

GEORGE R. JAY
(age 53) Vice Vice Mr. Jay serves as Assistant Vice
President President President of Hartford Life. He
and Chief since 2001 also serves as Chief
Compliance Broker/Dealer Compliance Officer
Officer Chief for HIFSCO and Vice President and
Compliance Chief Compliance Officer of The
Officer Hartford Mutual Funds, Inc., The
since 2004 Hartford Mutual Funds II, Inc.,
Hartford Series Fund, Inc.,
Hartford HLS Series Fund II, Inc.

EDWARD P. MACDONALD
(age 38) Vice Since 2005 Mr. Macdonald serves as Assistant
President General Counsel of The Hartford.
and Additionally, Mr. Macdonald
Secretary serves as Vice President,
Secretary and Chief Legal Officer
for The Hartford Mutual Funds,
Inc., The Hartford Mutual Funds
II, Inc., Hartford Series Fund,
Inc. and Hartford HLS Series Fund
II, Inc. Prior to joining The
Hartford in 2005, Mr. Macdonald
was Chief Counsel, Investment
Management for Prudential
Financial (formerly American
Skandia Investment Services,
Inc.). He joined Prudential in
April 1999.
</Table>

DENISE A. SETTIMI
(age 44) Vice Since 2005 Ms. Settimi currently serves as
President Operations Officer of HASCO.
Previously, Ms. Settimi was with
American Express Financial
Advisors, where she was Director
of Retirement Plan Services from
1997 to 2003. In addition, she is
a Vice President of The Hartford
Mutual Funds, Inc., The Hartford
Mutual Funds II, Inc., Hartford
Series Fund, Inc. and Hartford
HLS Series Fund II, Inc.

JOHN C. WALTERS
(age 43) Vice Since Mr. Walters serves as Executive
President 2001(1) Vice President and Director of
the Investment Products Division
of Hartford Life. Mr. Walters is
also a Managing Member and
Executive Vice President of
HIFSCO and HL Advisors. In
addition, he is Vice President of
The Hartford Mutual Funds, Inc.,
The Hartford Mutual Funds II,
Inc., Hartford Series Fund, Inc.
and Hartford HLS Series Fund II,
Inc. Previously, Mr. Walters was
with First Union Securities.
</Table>

- ---------------

* Term of Office: Each officer and director may serve until his or her successor
is elected and qualifies.

(1) Mr. Znamierowski has served as President of the Company since 2001, with the
exception of February 1, 2005 to March 27, 2005, when Mr. Walters served in
that capacity.

OTHER MATTERS

Management does not intend to present any business to the meeting not
mentioned in this Proxy Statement and currently knows of no other business to be
presented. If any other matters are brought before the meeting, the persons
named as proxies will vote on such matters in accordance with their judgment of
the best interests of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on the Company records and other information, the Company believes
that all SEC filing requirements applicable to its directors and officers
pursuant to Section 16(a) of the Securities Exchange Act of 1934, with respect
to the Company's fiscal year ending July 31, 2005, were satisfied, except that
due to an administrative oversight, a Form 3, initial statement of beneficial
ownership of securities, was not timely filed but has since been filed for each
of the following individuals: M. Timothy Corbett, Managing Director and Director
of Hartford Investment Management Company; Edward P. Macdonald, Vice President
and Secretary of the Company; and Leonard J. Saltiel, Managing Director, Chief
Operating Officer and Director of Hartford Investment Management Company.

SHAREHOLDER PROPOSALS

Proposals of Company shareholders intended to be presented at the annual
meeting of shareholders for the fiscal year ending July 31, 2006 must be
received at the Company's mailing address by July 20, 2006 in order to be
considered for inclusion in the proxy statement for that meeting. Whether a
proposal is submitted in the proxy statement will be determined in accordance
with applicable federal and state laws. The timely submission of a proposal does
not guarantee its inclusion.

SHAREHOLDER MAILINGS

To help lower the impact of operating costs, the Fund attempts to eliminate
mailing duplicate documents to the same address. When two or more Fund
shareholders have the same last name and address, the Fund may send only one
prospectus, annual report, semiannual report, general information statement or
proxy to that address rather than mailing separate documents to each
shareholder. Shareholders may opt out of this single mailing at any time by
calling the Funds at 1-888-843-7824 or writing to the Fund at P.O. Box 64387,
St. Paul, Minnesota 55164 and requesting the additional copies of Fund
documents. Shareholders sharing a single mailing address who are currently
receiving multiple copies of Fund documents can request delivery of a single
copy instead by calling the same telephone number or writing to the same
address.
By order of the Board of Directors,

/s/ Edward P. Macdonald
Edward P. Macdonald
Secretary

Dated: November 21, 2005

[FORM OF PROXY CARD]

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

VOTING BY TELEPHONE. Call toll-free 1-800-690-6903 and
follow the recorded instructions.
VOTING BY INTERNET. Log on to www.proxyweb.com and
follow the on-screen instructions.
VOTING BY MAIL. Complete and return your Proxy Card in the
addressed envelope. If you vote by telephone or internet,
you do not need to mail your proxy.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE HARTFORD INCOME SHARES FUND, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 10, 2006

The undersigned appoints Tamara Fagely, Mary Jane Fortin, Edward Macdonald, Jill
Powilatis and David Znamierowski or each of them separately with power to act
without the other and with the right of substitution in each, the proxies of the
undersigned, to vote, as designated herein, all shares of The Hartford Income
Shares Fund, Inc. (the "Company") held by the undersigned on October 31, 2005,
at the Annual Meeting of Shareholders (the "Meeting") to be held at the offices
of Hartford Life, 200 Hopmeadow Street, Simsbury, Connecticut 06089, on January
10, 2006, at 10:00 a.m., Eastern Time, and at any adjournments or postponements
thereof, upon the matters on the reverse, as set forth in the Notice of Annual
Meeting of Shareholders and Proxy Statement, with all powers the undersigned
would possess if present in person.

By executing this proxy, the undersigned revokes all previous proxies with
respect to the Meeting and acknowledges receipt of the Notice of Annual Meeting
of Shareholders and Proxy Statement. This proxy may be revoked at any time
before it is exercised by giving written notice of revocation to the Secretary
of the Company or by executing a superseding proxy.

Date
--------------------------------------

--------------------------------------
Signature(s) (Please sign in box)

Please sign exactly as name appears to
the left. When signing as attorney,
executor, administrator, trustee, or
guardian, please give full title as
such. If signing for a corporation,
please sign in full corporate name by
authorized person. If signing for a
partnership, please sign in
partnership name by authorized person.

THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH BELOW. IT IS
UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" SUCH
MATTER.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS OF
THE MEETING. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATION, SIMPLY SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE
ENVELOPE PROVIDED.

PLEASE FILL IN BOXES AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [ ]
PLEASE DO NOT USE FINE POINT PENS.

FOR WITH- FOR 1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE COMPANY: (01)
ALL HOLD ALL ALL L.S. BIRDSONG, (02) R.M. GAVIN, (03) D.E. HILL, (04) S.S. JAFFEE,
EXCEPT* (05) W.P. JOHNSTON, (06) P.O. PETERSON, (07) L.W. SENBET, (08) T.M.
MARRA, (09) L.A. SMITH

[ ] [ ] [ ] *TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, MARK THE BOX "FOR
ALL EXCEPT" AND WRITE THE NOMINEE'S NUMBER ON THE LINE BELOW.

----------------------------------------------------------------------

[ ] [ ] [ ] 2. PROPOSAL TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF THE
FOR AGAINST ABSTAIN COMPANY OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2006.

PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
THANK YOU!