TRANSAMERICA INCOME SHARES, INC.
                    FOR THE PERIOD ENDING SEPTEMBER 30, 2003
                      FORM N-CSR CERTIFICATION PURSUANT TO
                     SECTION 302 OF THE SARBANES-OXLEY ACT


I, Kim D. Day, certify that:

         6.       I have reviewed the report on Form N-CSR of Transamerica
                  Income Shares, Inc.;

         7.       Based on my knowledge, this report does not contain any
                  untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  report;

         8.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the fund's financial condition,
                  results of operations, changes in net assets, and cash flows
                  (if the financial statements are required to include a
                  statement of cash flows) of the registrant as of, and for,
                  the periods presented in this report;

         9.       The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in rule 30a-2(c) under
                  the Investment Company Act of 1940) for the registrant and
                  have:

                  a.       designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this report
                           is being prepared;

                  b.       evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           report (the "Evaluation Date"); and

                  c.       presented in this report our conclusions about the
                           effectiveness of the disclosure controls and
                           procedures based on our evaluation as of the
                           Evaluation Date;

         10.      The registrant's other certifying officers and I have
                  disclosed, based on our most recent evaluation, to the
                  registrant's auditors and the audit committee of the
                  registrant's board of directors (or persons performing
                  equivalent functions):

                  a.       all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the registrant's ability to record, process,
                           summarize and report financial data and have
                           identified for the registrant's auditors any
                           material weaknesses in internal controls; and

                  b.       any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and

         6.       The registrant's other certifying officers and I have
                  indicated in this report whether or not there were
                  significant changes in internal controls or in other factors
                  that could significantly affect internal controls subsequent
                  to the date of our most recent evaluation, including any
                  corrective actions regarding significant deficiencies and
                  material weaknesses.


Date: 12/01/03                           By: /S/ Kim D. Day
     ---------------------------------      -----------------------------------
                                         Title: Vice President, Treasurer &
                                                Principal Financial Officer