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-11(c) or 240.14a-12

INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(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 14a-6(i)(1)
and 0-11
(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 with 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:
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INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
---------------

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 16, 1997
----------------
TO THE SHAREHOLDERS:

The annual meeting of shareholders of Investment Grade Municipal Income Fund
Inc. ("Fund") will be held on January 16, 1997 at 10:00 a.m., Eastern time, at
1285 Avenue of the Americas, 38th Floor, New York, New York 10019 for the
following purposes:

MATTERS TO BE VOTED UPON BY ALL SHAREHOLDERS:

(1) To elect eight (8) directors to serve until the annual meeting of
shareholders in 1998, or until their successors are elected and qualified;

(2) To ratify the selection of Price Waterhouse LLP as the Fund's
independent accountants for the fiscal year ending September 30, 1997; and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

MATTERS TO BE VOTED UPON ONLY BY HOLDERS OF AUCTION PREFERRED SHARES:

(4) To elect two (2) directors to serve until the annual meeting of
shareholders in 1998 or until their successors are elected and qualified.

You are entitled to vote at the meeting and any adjournments thereof if you
owned Fund shares at the close of business on November 21, 1996. If you attend
the meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND
THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN
THE ENCLOSED POSTAGE PAID ENVELOPE.

By order of the board of directors,
DIANNE E. O'DONNELL
SECRETARY
December 4, 1996
1285 Avenue of the Americas
New York, New York 10019

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED. IF YOU SIGN, DATE
AND RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL
BE VOTED "FOR" THE NOMINEES FOR DIRECTOR FOR WHICH YOU ARE ENTITLED TO CAST
A VOTE NAMED IN THE ATTACHED PROXY STATEMENT AND "FOR" ALL OTHER PROPOSALS
NOTICED ABOVE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF
FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY CARD
PROMPTLY. UNLESS PROXY CARDS SUBMITTED BY CORPORATIONS AND PARTNERSHIPS ARE
SIGNED BY THE APPROPRIATE PERSONS AS INDICATED IN THE VOTING INSTRUCTIONS ON
THE PROXY CARD, THEY WILL NOT BE VOTED.

INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 16, 1997

This statement is furnished to the shareholders of Investment Grade
Municipal Income Fund Inc. ("Fund") in connection with the board of directors'
solicitation of proxies to be used at the annual meeting of shareholders of the
Fund to be held on January 16, 1997, or any adjournment or adjournments thereof.
This proxy statement will first be mailed to shareholders on or about December
4, 1996.

A majority of the shares outstanding on November 21, 1996, represented in
person or by proxy, must be present for the transaction of business at the
meeting. In the event that a quorum is not present at the annual meeting
(including a quorum of the Fund's auction preferred shares ("APS") with respect
to the election of the two directors to be elected by the APS), or if such a
quorum is present at the annual meeting 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 annual meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the annual meeting in person or by proxy. 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 such adjournment.
A shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.

Abstentions and broker non-votes (see below) will be counted as shares
present for purposes of determining whether a quorum is present but will not be
voted for or against any adjournment. Accordingly, abstentions and broker
non-votes effectively will be a vote against adjournment. Broker non-votes are
shares held in street name for which the broker indicates that instructions have
not been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted, however, as votes cast for
purposes of determining whether sufficient votes have been received to approve a
proposal.

Except as otherwise indicated herein, all of the outstanding shares of the
Fund's common stock and APS will vote together as a single class, and each full
share of the Fund's common stock or APS is entitled to one vote with respect to
each matter proposed to be voted upon by the Fund's shareholders at the annual
meeting. However, as described below in connection with Proposals 1 and 4, the
holders of the APS, voting as a separate class, are entitled to elect two of the
Fund's directors.

The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed. With respect to the holders of the APS, if you give
no voting instructions, your shares will be voted in favor of the ten nominees
for directors named herein and in favor of the remaining proposals described in
this proxy statement. With respect to the holders of the Fund's common stock,
your shares will be voted in favor of the nominees for the eight directorships
on which the holders of the common stock are entitled to vote and in favor of
the remaining proposals described in this proxy statement. The proxy card may be
revoked by giving another proxy or by letter or telegram revoking your proxy. To
be effective, such revocation must be received by the Fund prior to the meeting
and must indicate your name and account number. In addition, if you attend the

annual meeting in person you may, if you wish, vote by ballot at the meeting,
thereby cancelling any proxy previously given.

As of the record date, November 21, 1996, the Fund had outstanding
10,356,667 shares of common stock and 1,600 of the APS, representing Series A
and Series B shares. The solicitation of proxies, the cost of which will be
borne by the Fund, will be made primarily by mail but also may include telephone
or oral communications by regular employees of Mitchell Hutchins Asset
Management Inc. ("Mitchell Hutchins") or PaineWebber Incorporated
("PaineWebber"), who will not receive any compensation therefor from the Fund.
Management does not know of any person who owns beneficially or of record 5% or
more of the shares of the Fund.

Mitchell Hutchins serves as the Fund's investment adviser and administrator.
Mitchell Hutchins is a wholly owned subsidiary of PaineWebber, which is a wholly
owned subsidiary of Paine Webber Group Inc. ("PW Group"), a publicly held
financial services holding company. PaineWebber acts as a dealer and secondary
market-maker in connection with over-the-counter secondary market sales of the
Fund's common stock. The principal business address of each of Mitchell
Hutchins, PaineWebber and PW Group is 1285 Avenue of the Americas, New York, New
York 10019.

The Fund's annual report containing financial statements for the fiscal year
ended September 30, 1996 is being mailed concurrently with this proxy statement.

PROPOSALS 1 AND 4. ELECTION OF DIRECTORS

Proposals 1 and 4 relate to the election of directors of the Fund.
Management proposes the election of the ten nominees named in the table below as
directors of the Fund. Each nominee, including those who are not "interested
persons" of the Fund as that term is defined by the Investment Company Act of
1940 ("1940 Act") ("Independent Directors"), has indicated his or her
willingness to serve if elected. If elected, each nominee will hold office until
the next annual meeting of shareholders or until his or her successor is elected
and qualified.

Holders of the outstanding shares of the APS, voting as a separate class,
are entitled to elect two of the Fund's directors. Margo N. Alexander and Meyer
Feldberg have been nominated as the directors that are to be elected by holders
of the APS. Mr. Feldberg was initially elected by the APS holders in 1995. The
other eight directors will be elected by holders of the outstanding common stock
and APS, voting together as a single class. Richard Q. Armstrong, E. Garrett
Bewkes, Jr., Richard R. Burt, Mary C. Farrell, George W. Gowen, Frederic V.
Malek, Carl W. Schafer and John R. Torell III have been nominated by management
as the directors that are to be elected by all common stock and APS holders.
Unless you give contrary instructions on the enclosed proxy card: if you are a
holder of the APS, your shares will be voted in favor of the election of all ten
nominees; and if you are a holder of the common stock, your shares will be voted
in favor of the eight nominees that are to be elected by all common stock and
APS holders. If any of the nominees should withdraw or otherwise become
unavailable for election, your shares will be voted in favor of such other
nominee or nominees as management may recommend.

Messrs. Bewkes and Feldberg have served as directors of the Fund since its
inception. Mr. Torell was appointed as a director of the Fund on December 16,
1992, Messrs. Armstrong and Burt were appointed to serve as directors of the
Fund on February 15, 1995 and Messrs. Gowen, Malek and Schafer and Ms. Farrell
were elected as directors of the Fund on April 11, 1996. Directors shall be
elected by the vote of the holders of a majority of the shares of the Fund
present in person or by proxy and entitled to vote

thereon. If each of the ten nominees is elected, they will constitute the entire
board of directors of the Fund. All directors and officers as a group (21
persons) beneficially owned 25,145 shares of the common stock of the Fund and
none of the APS, including shares shown in the table below, on October 31, 1996,
representing less than 1% of shares outstanding of the Fund on that date.

SHARES OWNED
PRESENT POSITION WITH THE BENEFICIALLY ON
FUND; BUSINESS EXPERIENCE DURING OCTOBER 31,
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS 1996**
- --------------------------------- ----------------------------------------------------------- -----------------

Margo N. Alexander; 49* DIRECTOR AND PRESIDENT. Mrs. Alexander is president, chief --
executive officer and a director of Mitchell Hutchins
(since January 1995) and an executive vice president and a
director of PaineWebber. Mrs. Alexander is also a director
or trustee of 29 investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.

Richard Q. Armstrong; 61 DIRECTOR. Mr. Armstrong is chairman and principal of RQA --
Enterprises (management consulting firm) (since April 1991
and principal occupation since March 1995). Mr. Armstrong
is also a director of Hi Lo Automotive, Inc. He was
chairman of the board, chief executive officer and co-owner
of Adirondack Beverages (producer and distributor of soft
drinks and sparkling/still waters) (October 1993-March
1995). Mr. Armstrong was a partner of The New England
Consulting Group (management consulting firm) (December
1992-September 1993). He was managing director of LVMH U.S.
Corporation (U.S. subsidiary of the French luxury goods
conglomerate, Luis Vuitton Moet Hennessey Corporation)
(1987-1991) and chairman of its wine and spirits
subsidiary, Schieffelin & Somerset Company (1987-1991). Mr.
Armstrong is also a director or trustee of 28 investment
companies for which Mitchell Hutchins or PaineWebber serves
as investment adviser.

E. Garrett Bewkes, Jr.; 70* DIRECTOR AND CHAIRMAN OF THE BOARD OF DIRECTORS. Mr. Bewkes 24,112
is a director of PaineWebber Group Inc. ("PW Group")
(holding company of PaineWebber and Mitchell Hutchins) and
a consultant to PW Group. Prior to 1988, he was chairman of
the board, president and chief executive officer of
American Bakeries Company. Mr. Bewkes is also a director of
Interstate Bakeries Corporation and NaPro BioTherapeutics,
Inc. Mr. Bewkes is a director or trustee of 29 investment
companies for which Mitchell Hutchins or PaineWebber serves
as investment adviser.

Richard R. Burt; 49 DIRECTOR. Mr. Burt is chairman of International Equity --
Partners (international investments and consulting firm)
(since March 1994) and a partner of McKinsey

& Company (management consulting firm) (since 1991). He is
also a director of American Publishing Company and
Archer-Daniels-Midland Co. (agricultural commodities). He
was the chief negotiator in the Strategic Arms Reduction
Talks with the former Soviet Union (1989-1991) and the U.S.
Ambassador to the Federal Republic of Germany (1985-1989).
Mr. Burt is also a director or trustee of 28 investment
companies for which Mitchell Hutchins or PaineWebber serves
as investment adviser.

Mary C. Farrell; 46* DIRECTOR. Ms. Farrell is a managing director, senior
investment strategist and member of the Investment Policy
Committee of PaineWebber. Ms. Farrell joined PaineWebber in
1982. She is a member of the Financial Women's Association
and Women's Economic Roundtable and is employed as a
regular panelist on WALL STREET WEEK with Louis Rukeyser.
She also serves on the Board of Overseers of New York
University's Stern School of Business. Ms. Farrell is a
director or trustee of 28 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment
adviser.

Meyer Feldberg; 54 DIRECTOR. Mr. Feldberg is Dean and Professor of Management --
of the Graduate School of Business, Columbia University.
Prior to 1989, he was president of the Illinois Institute
of Technology. Dean Feldberg is also a director of AMSCO
International Inc. (medical instruments and supplies),
Federated Department Stores, Inc. and New World
Communications Group Incorporated. Mr. Feldberg is a
director or trustee of 28 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment
adviser.

George W. Gowen; 67 DIRECTOR. Mr. Gowen is a partner in the law firm of --
Dunnington, Bartholow & Miller. Prior to May 1994, he was a
partner in the law firm of Fryer, Ross & Gowen. Mr. Gowen
is a director of Columbia Real Estate Investments, Inc. Mr.
Gowen is a director or trustee of 28 investment companies
for which Mitchell Hutchins or PaineWebber serves as
investment adviser.

Frederic V. Malek; 59 DIRECTOR. Mr. Malek is chairman of Thayer Capital Partners --
(investment bank) and a co-chairman and director of CB
Commercial Group Inc. (real estate). From January 1992 to
November 1992, he was campaign manager of Bush-Quayle '92.
From 1990 to 1992, he was vice chairman and, from 1989 to
1990, he was president of Northwest Airlines Inc., NWA Inc.
(holding company of Northwest Airlines Inc.) and Wings
Holding Inc. (holding company of NWA Inc.). Prior to 1989,
he was employed by the Marriott Corporation (hotels,
restaurants, airline catering and contract feeding), where
he most recently was an executive vice president and
president of Marriott Hotels and Resorts. Mr. Malek is also
a director of American Management Systems, Inc. (management
consulting and computer related services), Automatic Data
Processing, Inc., Avis, Inc. (passenger car rental), FPL
Group, Inc. (electric services), and National Education
Corporation and Northwest Airlines Inc. Mr. Malek is a
director or trustee of 28 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment
adviser.

Carl W. Schafer; 60 DIRECTOR. Mr. Schafer is president of the Atlantic --
Foundation (charitable foundation supporting mainly
oceanographic exploration and research). He also is a
director of Roadway Express, Inc. (trucking), The Guardian
Group of Mutual Funds, Evans Systems, Inc. (a motor fuels,
convenience store and diversified company), Hidden Lake
Gold Mines Ltd., Electronic Clearing House, Inc.,
(financial transactions processing), Wainoco Oil
Corporation and Nutraceutix, Inc. (bio-technology). Prior
to January 1993, he was chairman of the Investment Advisory
Committee of the Howard Hughes Medical Institute. Mr.
Schafer is a director or trustee of 28 investment companies
for which Mitchell Hutchins or PaineWebber serves as an
investment adviser.

John R. Torell III; 57 DIRECTOR. Mr. Torell is chairman of Torell Management, Inc. 100
(financial advisory firm) (since 1989), chairman of
Telesphere Corporation (electronic provider of financial
information) and a partner of Zilkha & Company (merchant
bank and

investment company). He is the former chairman and
executive officer of Fortune Bancorp (1990-1991 and
1991-1994, respectively). He is the former chairman,
president and chief executive officer of CalFed, Inc.
(savings association) (1988 to 1989) and former president
of Manufacturers Hanover Corp. (bank) (prior to 1988). Mr.
Torell is a director or trustee of 28 investment companies
for which Mitchell Hutchins or PaineWebber serves as
investment adviser.

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

* Mrs. Alexander, Mr. Bewkes and Ms. Farrell are "interested persons" of the
Fund as defined by the 1940 Act by virtue of their positions with Mitchell
Hutchins and PW Group.

** Unless otherwise stated, as of the date indicated, each director had sole
voting and investment power of shares owned. On October 31, 1996, none of
the directors owned any of the APS.

The board of directors of the Fund met five times during the fiscal year
ended September 30, 1996. The Audit Committee of the board currently consists of
Messrs. Armstrong, Burt, Feldberg, Gowen, Malek, Schafer, and Torell. The duties
of the Audit Committee are (a) to review the financial and accounting policies
of the Fund, including internal accounting control procedures, and to review
reports prepared by the Fund's independent accountants, including reports on the
Fund's financial statements; (b) to review and recommend approval or disapproval
of audit and non-audit services and the fees charged for such services; (c) to
evaluate the independence of the independent accountants and to recommend
whether to retain such independent accountants for the next fiscal year; and (d)
to report to the board and make such recommendations as it deems necessary. The
Audit Committee met once during the Fund's fiscal year ended September 30, 1996.

The board does not have a standing nominating or compensation committee. The
Fund pays the Independent Directors of the Fund $1,000 annually and an
attendance fee of $150 per meeting of the board and its committees; directors of
the Fund who are "interested persons" as defined by the 1940 Act receive no
compensation from the Fund. Directors are reimbursed for any expenses incurred
in attending meetings. The table below includes certain information relating to
the compensation of the Fund's directors for the fiscal year ended September 30,
1996.

TOTAL
PENSION OR COMPENSATION
RETIREMENT ESTIMATED FROM THE
AGGREGATE BENEFITS ANNUAL FUND AND THE
COMPENSATION ACCRUED AS BENEFITS FUND COMPLEX
NAME OF FROM PART OF THE UPON PAID TO
PERSON, POSITION THE FUND* FUND'S EXPENSES RETIREMENT DIRECTORS**
- ----------------------------------------------------- ------------- --------------- ----------- -------------

Richard Q. Armstrong,
Director........................................... $ 2,914 -- -- $ 9,000
E. Garrett Bewkes, Jr.,
Director and chairman of
the board of directors............................. -- -- -- --
Richard R. Burt,
Director........................................... $ 2,414 -- -- $ 7,750
Mary C. Farrell,
Director........................................... $ -- -- -- --
Meyer Feldberg,
Director........................................... $ 3,248 -- -- $ 106,375
George W. Gowen,
Director........................................... $ 373 -- -- $ 99,750
Frederic V. Malek,
Director........................................... $ 373 -- -- $ 99,750
Carl W. Schafer,
Director........................................... $ 373 $ 118,175
John R. Torell III,
Director........................................... $ 3,289 -- -- $ 28,125

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

* Represents fees paid to each director during the fiscal year ended September
30, 1996.

** Represents total compensation paid to each director during the calender year
ended December 31, 1995.

PROPOSAL 2. RATIFICATION OF SELECTION OF ACCOUNTANTS

The Fund's financial statements for the fiscal year ended September 30, 1996
were audited by Price Waterhouse LLP ("Price Waterhouse"), independent
accountants. In addition, Price Waterhouse prepares the Fund's federal and state
annual income tax returns.

The board of directors of the Fund has selected Price Waterhouse as the
independent accountants for the Fund for the fiscal year ending September 30,
1997, subject to ratification by shareholders of the Fund at the annual meeting.
Price Waterhouse has been the Fund's independent accountants since its inception
in November 1992. The ratification of Price Waterhouse as independent
accountants is to be voted upon at the annual meeting, and it is intended that
the persons named in the accompanying proxy will vote for such ratification
unless contrary instructions are given. Price Waterhouse has informed the Fund
that it has no material direct or indirect financial interest in the Fund. The
affirmative vote of the holders of a majority of the shares of the Fund cast at
the annual meeting is required for ratification.

Representatives of Price Waterhouse are not expected to be present at the
meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.

EXECUTIVE OFFICERS

Officers of the Fund are appointed by the directors and serve at the
pleasure of the board. None of the Fund's officers currently receives any
compensation from the Fund. The executive officers of the Fund, other than Mrs.
Alexander, who is a nominee for director, are:

TERESA M. BOYLE, age 38, vice president of the Fund (appointed February
1994). Ms. Boyle is a first vice president of Mitchell Hutchins. Prior to
November 1993, she was compliance manager of Hyperion Capital Management,
Inc., an investment advisory firm. Prior to April 1993, Ms. Boyle was a vice
president and manager--legal administration of Mitchell Hutchins. Ms. Boyle
is also a vice president of 29 investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.

ELBRIDGE T. GERRY III, age 39, vice president. Mr. Gerry is a senior
vice president and a portfolio manager of Mitchell Hutchins. Prior to
January 1996, he was with J.P. Morgan Private Banking where he was
responsible for managing municipal assets, including several municipal bond
funds. Mr. Gerry is a vice president of five investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.

C. WILLIAM MAHER, age 35, vice president and assistant treasurer of the
Fund (appointed June 1995). Mr. Maher is a first vice president and senior
manager of the mutual fund finance division of Mitchell Hutchins. Mr. Maher
is also a vice president and assistant treasurer of 29 investment companies
for which Mitchell Hutchins or PaineWebber serves as investment adviser.

DENNIS MCCAULEY, age 49, vice president of the Fund (appointed November
1995). Mr. McCauley is a managing director and chief investment
officer-fixed income of Mitchell Hutchins. Prior to December 1994, he was
director of fixed income investments of IBM Corporation. Mr. McCauley is
also a vice president of 19 investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.

ANN E. MORAN, age 39, vice president and assistant treasurer of the Fund
(appointed September 1992). Ms. Moran is a vice president of Mitchell
Hutchins. Ms. Moran is also a vice president and assistant treasurer of 29
investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.

DIANNE E. O'DONNELL, age 44, vice president and secretary of the Fund
(appointed August 1992). Ms. O'Donnell is a senior vice president and deputy
general counsel of Mitchell Hutchins. Ms. O'Donnell is also a vice president
and secretary of 28 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.

EMIL POLITO, age 36, vice president. Mr. Polito is a senior vice
president and director of operations and control for Mitchell Hutchins. From
March 1991 to September 1993 he was director of the Mutual Funds Sales
Support and Service Center for Mitchell Hutchins and PaineWebber. Mr. Polito
is

also vice president of 29 investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.

VICTORIA E. SCHONFELD, age 45, vice president of the Fund (appointed May
1994). Ms. Schonfeld is a managing director and general counsel of Mitchell
Hutchins. Prior to May 1994, she was a partner in the law firm of Arnold &
Porter. Ms. Schonfeld is also a vice president of 29 investment companies
for which Mitchell Hutchins or PaineWebber serves as investment adviser.

PAUL H. SCHUBERT, age 33, vice president and assistant treasurer of the
Fund (appointed September 1994). Mr. Schubert is a first vice president and
a senior manager of the mutual fund finance division of Mitchell Hutchins.
From August 1992 to August 1994, he was a vice president at BlackRock
Financial Management, Inc. Prior to August 1992, he was an audit manager
with Ernst & Young LLP. Mr. Schubert is also a vice president and assistant
treasurer of 29 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.

JULIAN F. SLUYTERS, age 36, vice president and treasurer of the Fund
(appointed August 1992). Mr. Sluyters is a senior vice president and
director of the mutual fund finance division of Mitchell Hutchins. Prior to
1991, he was an audit senior manager with Ernst & Young LLP. Mr. Sluyters is
also a vice president and treasurer of 29 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.

GREGORY K. TODD, age 39, vice president and assistant secretary of the
Fund (appointed May 1993). Mr. Todd is a first vice president and senior
associate general counsel of Mitchell Hutchins. Prior to 1993, he was a
partner in the law firm of Shereff, Friedman, Hoffman & Goodman. Mr. Todd is
also a vice president and assistant secretary of 10 investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.

KEITH A. WELLER, age 35, vice president and assistant secretary of the
Fund (appointed September 1995). Mr. Weller is a first vice president and
associate general counsel of Mitchell Hutchins. Prior to May 1995, he was an
attorney in private practice. Mr. Weller is also a vice president and
assistant secretary of 28 investment companies for which Mitchell Hutchins
or PaineWebber serves as an investment adviser.

SHAREHOLDER PROPOSALS

Any shareholder who wishes to submit proposals to be considered at the
Fund's 1998 annual meeting of shareholders should send such proposals to the
Fund at 1285 Avenue of the Americas, New York, New York 10019, so as to be
received by the Fund no later than August 3 , 1997. Shareholder proposals that
are submitted in a timely manner will not necessarily be included in the Fund's
proxy materials. Inclusion of such proposals is subject to limitations under the
federal securities laws.

OTHER BUSINESS

The management knows of no business to be presented to the meeting other
than the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of the Fund.

By order of the board of directors,

DIANNE E. O'DONNELL
SECRETARY

December 4, 1996

It is important that you execute and return your proxy promptly.

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

INVESTMENT
GRADE
MUNICIPAL
INCOME FUND INC.

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

-------------------------------
INVESTMENT
GRADE
MUNICIPAL
INCOME FUND INC.

-------------------------------
PROXY STATEMENT

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

NOTICE OF
ANNUAL MEETING
TO BE HELD ON
JANUARY 16, 1997
AND
PROXY STATEMENT

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

APS
PROXY
-----

INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS -- JANUARY 16, 1997

The undersigned hereby appoints as proxies Gregory K. Todd and Rachel
Rosenberg and each of them (with power of substitution) to vote for the
undersigned all shares of common stock of the undersigned at the aforesaid
meeting and any adjournment thereof with all the power the undersigned would
have if personally present. The shares represented by this proxy will be
voted as instructed. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE
DEEMED TO GRANT AUTHORITY TO VOTE "FOR" ALL PROPOSALS. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INVESTMENT GRADE MUNICIPAL
INCOME FUND INC.

YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed envelope to Alamo Direct Mail Services, Inc., 10 Lucon Drive, Deer
Park, NY 11729.

PLEASE INDICATE YOUR VOTE BY AN "X" IN THE APPROPRIATE BOX BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"

FOR ALL OR FOR ALL EXCEPT OR WITHHOLD

1. ELECTION OF DIRECTORS
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME
IN THE LIST BELOW AND MARK CENTER BOX TO RIGHT.) /__/ /__/ /__/

Margo N. Alexander, Richard Q. Armstrong, E. Garrett Bewkes, Jr.,
Richard R. Burt, Mary C. Farrell, Meyer Feldberg, George W. Gowen,
Frederic V. Malek, Carl W. Schafer, John R. Torrell III.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

FOR AGAINST ABSTAIN

2. To ratify the selection of Price Waterhouse LLP as
the Fund's independent auditors for the fiscal year
ending September 30, 1997. /__/ /__/ /__/

This proxy will not be voted unless it is
dated and signed exactly as instructed below.

If shares are held jointly, each shareholder named should sign. If only one
signs, his or her signature will be binding. If the shareholder is a
corporation, the President or a Vice President should sign in his or her own
name, indicating title. If the shareholder is a partnership, a partner should
sign in his or her own name, indicating that he or she is a "Partner."

Sign exactly as name appears hereon.

__________________________________(L.S.)

Date_______________________________, 1996

COMMON STOCK
PROXY
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