EXHIBIT 10 (B)(3)

                  TRANSAMERICA INCOME SHARES, INC. (THE "FUND")
                      FOR THE PERIOD ENDING MARCH 31, 2004
                    FORM N-CSR SUB-CERTIFICATION PURSUANT TO
                      SECTION 302 OF THE SARBANES-OXLEY ACT

I, Kim D. Day, certify that:

      1.    I have reviewed the report on Form N-CSR of the Fund;

      2.    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;

      3.    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;

      4.    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;

      5.    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: May 21, 2004

                             By: /s/ Kim D. Day
                               ---------------------------------
                             Kim D. Day
                             Title: Senior Vice President, Treasurer & Principal
                                    Financial Office