PAINEWEBBER PREMIER TAX-FREE INCOME FUND INC.
(DOING BUSINESS AS INVESTMENT GRADE MUNICIPAL INCOME FUND)
----------------

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 18, 1996
----------------

TO THE SHAREHOLDERS:

The annual meeting of shareholders of PaineWebber Premier Tax-Free Income
Fund Inc. (doing business as Investment Grade Municipal Income Fund) ("Fund")
will be held on January 18, 1996 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 amend the Fund's Articles of Incorporation to change the name of
the Fund from "PaineWebber Premier Tax-Free Income Fund Inc." to "Investment
Grade Municipal Income Fund Inc.";

(2) To elect five (5) directors to serve until the annual meeting of
shareholders in 1997, or until their successors are elected and qualified;

(3) To ratify the selection of Price Waterhouse LLP as the Fund's
independent accountants for the fiscal year ending September 30, 1996; and

(4) 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:

(5) To elect two (2) directors to serve until the annual meeting of
shareholders in 1997 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 28, 1995. 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 1, 1995
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.

PAINEWEBBER PREMIER TAX-FREE INCOME FUND INC.
(DOING BUSINESS AS INVESTMENT GRADE MUNICIPAL INCOME FUND)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 18, 1996

This statement is furnished to the shareholders of PaineWebber Premier
Tax-Free 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 18, 1996, or any adjournment or adjournments thereof.
This proxy statement will first be mailed to shareholders on or about December
1, 1995.

A majority of the shares outstanding on November 28, 1995, 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 2 and 5, 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 seven 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 five 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 28, 1995, 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, 1995 is being mailed concurrently with this proxy statement.

PROPOSAL 1.
AMENDMENT OF ARTICLES OF INCORPORATION

Proposal 1 relates to the amendment of the Fund's Articles of Incorporation
to change the name of the Fund from "PaineWebber Premier Tax-Free Income Fund
Inc." to "Investment Grade Municipal Income Fund Inc."

On June 2, 1995, the Fund's board of directors, acting upon the
recommendation of Mitchell Hutchins, determined to recommend this name change to
the Fund's shareholders. At the same time, the board of directors approved the
Fund's use of "Investment Grade Municipal Income Fund" as a trade name pending a
shareholders' meeting at which a vote on a formal name change could be taken.
The Fund has been doing business as "Investment Grade Municipal Income Fund"
since necessary approvals relating to the Fund's listing under that name on the
New York Stock Exchange, Inc. were obtained in August 1995.

The proposed name change, like the use of "Investment Grade Municipal Income
Fund" as a trade name, is intended to facilitate broadened secondary market
trading of the Fund's shares within the general brokerage community. Mitchell
Hutchins advised the board of directors that discounts from net asset value
experienced in secondary market trading of Fund shares may be due in part to a
reluctance by many brokerage firms to actively follow and trade closed-end
investment companies that are closely associated with a particular retail
brokerage firm. Mitchell Hutchins and the board of directors believe that the
proposed name change will remove that obstacle to more active trading, while
accurately describing the Fund's investment objective and policies and,
therefore, should benefit shareholders.

Approval of this proposal requires the affirmative vote of a majority of the
votes entitled to be cast thereon.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.

PROPOSALS 2 AND 5. ELECTION OF DIRECTORS

Proposals 2 and 5 relate to the election of directors of the Fund.
Management proposes the election of the seven 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 five directors will be elected by holders of the outstanding common stock
and APS, voting together as a single class. Richard Q. Armstrong, E. Garret
Bewkes, Jr., Richard R. Burt, John R. Torell III and William D. White 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 seven nominees listed below; and if you are a holder of
the common stock, your shares will be voted in favor of the five 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, Feldberg and White have served as directors of the Fund
since its inception. Mr. Torell was appointed as a director of the Fund on
December 16, 1992 and Messrs. Armstrong and Burt were appointed to serve as
directors of the Fund on February 15, 1995. 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 seven nominees is elected,
they will constitute the entire board of directors of the Fund. All directors
and officers as a group (19 persons) beneficially owned 23,760 shares of the
common stock of the Fund and none of the APS, including shares shown in the
table below, on October 31, 1995, representing less than 1% of shares
outstanding of the Fund on that date.

PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS OCTOBER 31, 1995**
------------ ------------------------------------ ------------------

Margo N. Alexander; 48* Nominee and president. Mrs. Alexander is --
president, chief executive officer and a
director of Mitchell Hutchins. Prior to
January 1995, Mrs. Alexander was an executive
vice president of PaineWebber. Mrs. Alexander
is also a director or trustee of 37 other
investment companies for which Mitchell
Hutchins or PaineWebber serves as investment
adviser.
Richard Q. Armstrong; 60 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). He 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
6 other investment companies for which
Mitchell Hutchins or PaineWebber serves as
investment adviser.
E. Garrett Bewkes, Jr.; 69* Director and chairman of the board of 22,571
directors. Mr. Bewkes 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.
and a director or trustee of 25 other
investment companies for which Mitchell
Hutchins or PaineWebber serves as investment
adviser.
Richard R. Burt; 48 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. 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 7 other investment companies for
which Mitchell Hutchins or PaineWebber serves
as investment adviser.
Meyer Feldberg; 53 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., Federated
Department Stores, Inc. and New World
Communications Group Incorporated and a
director or trustee of 19 other investment
companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
John R. Torell III; 56 Director. Mr. Torell is chairman of Torell --
Management, Inc. (financial advisory firm)
(since 1989), chairman of Telesphere
Corporation (financial information) and a
partner of Zilkha & Company (merchant bank
and investment company). Mr. Torell is also a
director of American Home Products Corp.,
COLT'S Manufacturing Company and Volt
Information Sciences, Inc. 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 holding company) (1988 to
1989) and former president of Manufacturers Hanover
Corp. (bank) (prior to 1988). Mr. Torell is a
director or trustee of 8 other investment
companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
William D. White; 61 Director. Mr. White is retired. From February --
1989 through March 1994, he was president of
the National League of Professional Baseball
Clubs. Prior to 1989, he was a television
sportscaster for WPIX-TV, New York. Mr White
is also a director or trustee of 8 other
investment companies for which Mitchell
Hutchins or PaineWebber serves as investment
adviser.

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

* Mrs. Alexander and Mr. Bewkes 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, 1995, 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, 1995. The Audit Committee of the board currently consists of
Messrs. Armstrong, Burt, Feldberg, Torell and White. 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, 1995.

The board does not have a standing nominating or compensation committee. The
Fund pays the Independent Directors of the Fund $1,500 annually and an
attendance fee of $250 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,
1995.

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................................ $1,250 -- -- --
E. Garrett Bewkes, Jr.,
Director and chairman of
the board of directors.................. -- -- -- --
Richard R. Burt,
Director................................ $1,250 -- -- --
Meyer Feldberg,
Director................................ $3,250 -- -- $86,050
John R. Torell III,
Director................................ $3,250 -- -- $39,750
William D. White,
Director................................ $2,750 -- -- $33,250

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

* Represents fees paid to each director during the fiscal year ended September
30, 1995.

** Represents total compensation paid to each director during the calender year
ended December 31, 1994.

PROPOSAL 3. RATIFICATION OF SELECTION OF ACCOUNTANTS

The Fund's financial statements for the fiscal year ended September 30, 1995
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,
1996, 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 3.

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 37, vice president of the Fund (appointed February
1994). Ms. Boyle is a first vice president and manager--advisory
administration 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 37 other investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.

JOAN L. COHEN, age 31, vice president and assistant secretary of the
Fund (appointed February 1994). Ms. Cohen is a vice president and attorney
of Mitchell Hutchins. Prior to December 1993, she was an associate at the
law firm of Seward & Kissel. Ms. Cohen is also a vice president of 25 other
investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.

C. WILLIAM MAHER, age 34, vice president and assistant treasurer of the
Fund (appointed June 1995). Mr. Maher is a first vice president and senior
manager of the fund finance division of Mitchell Hutchins. Mr. Maher
is also a vice president and assistant treasurer of 37 other 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 20 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.

ANN E. MORAN, age 38, 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 37
other investment companies for which Mitchell Hutchins or PaineWebber serves
as investment adviser.

DIANNE E. O'DONNELL, age 43, vice president and secretary of the Fund
(appointed August 1992). Ms. O'Donnell is a senior vice president and senior
deputy general counsel of Mitchell Hutchins. Ms. O'Donnell is also a vice
president and secretary of 38 other 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. From April 1990 to May 1994, she was a partner in the law firm of
Arnold & Porter. Prior to April 1990, she was a partner in the law firm of
Shereff, Friedman, Hoffman & Goodman. Ms. Schonfeld is also a vice president
of 37 other investment companies for which Mitchell Hutchins or PaineWebber
serves as investment adviser.

PAUL H. SCHUBERT, age 32, 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, L.P. Prior to August 1992, he was an audit manager
with Ernst & Young LLP. Mr. Schubert is also a vice president and assistant
treasurer of 37 other investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.

GREGORY W. SERBE, age 50, vice president of the Fund (appointed
September 1992). Mr. Serbe is a managing director of Mitchell Hutchins
responsible for tax-exempt bonds and tax-exempt money market
investments. Mr. Serbe is also a vice president of 7 other investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.

JULIAN F. SLUYTERS, age 35, 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 38 other investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.

GREGORY K. TODD, age 38, vice president and assistant secretary of the
Fund (appointed May 1993). Mr. Todd is a first vice president and 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 38 other investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.

KEITH A. WELLER, age 34, 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. From September 1987 to March
1995, he was an attorney in private practice. Mr. Weller is also a vice
president and assistant secretary of 24 other 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 1997 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, 1996. 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 1, 1995

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

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

PAINEWEBBER
PREMIER TAX-FREE
INCOME FUND INC.

(DOING BUSINESS AS INVESTMENT
GRADE MUNICIPAL INCOME FUND)

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

PROXY
STATEMENT

-------------------------------------------
PAINEWEBBER
PREMIER TAX-FREE
INCOME FUND INC.

(DOING BUSINESS AS INVESTMENT
GRADE MUNICIPAL INCOME FUND)

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

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

NOTICE OF
ANNUAL MEETING
TO BE HELD ON
JANUARY 18, 1996
AND
PROXY STATEMENT

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

APS STOCK
PROXY

PAINEWEBBER PREMIER TAX-FREE INCOME FUND INC.
(doing business as Investment Grade Municipal Income Fund)
Annual Meeting of Shareholders - January 18, 1996

The undersigned hereby appoints as proxies GREGORY K. TODD and ILENE SHORE and each of them (with power of substitution)
to vote for the undersigned all shares of beneficial interest 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
Painewebber Premier Tax-Free Income Fund Inc. (doing business as Investment Grade Municipal Income Fund) ("FUND").

YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the enclosed envelope to:
PFPC Inc., P.O. BOX 9426, Wilmington DE 19809-9938. PFPC Inc. has been engaged to forward the enclosed
proxy material and to tabulate proxies returned by mail.

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

1. Approval of an amendment to the Fund's Articles of Incorporation to change the name of
the Fund from "PaineWebber Premier Tax-Free Income Fund Inc." to "Investment Grade
Municipal Income Fund Inc."
FOR AGAINST ABSTAIN

____ ____ ____

2. 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. Garret Bewkes, Jr., Richard R. Burt, Meyer Feldberg,
John R. Torell III, William D. White
FOR
FOR OR ALL OR WITH
ALL EXCEPT HOLD

____ ____ ____

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

3. Ratification of the selection of Price Waterhouse LLP as the Fund's independent accountants for the
fiscal year ending September 30, 1996.

FOR AGAINST ABSTAIN

____ ____ ____

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_____________________________________, 19____

COMMON STOCK
PROXY

PAINEWEBBER PREMIER TAX-FREE INCOME FUND INC.
(doing business as Investment Grade Municipal Income Fund)
Annual Meeting of Shareholders - January 18, 1996

The undersigned hereby appoints as proxies GREGORY K. TODD and ILENE SHORE and each of them (with power of substitution)
to vote for the undersigned all shares of beneficial interest 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
Painewebber Premier Tax-Free Income Fund Inc. (doing business as Investment Grade Municipal Income Fund) ("FUND").

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

____ ____ ____

2. 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.)
Richard Q. Armstrong, E. Garret Bewkes, Jr., Richard R. Burt, John R. Torell III, William D. White

FOR
FOR OR ALL OR WITH
ALL EXCEPT HOLD

____ ____ ____

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

3. Ratification of the selection of Price Waterhouse LLP as the Fund's independent accountants for the
fiscal year ending September 30, 1996.

FOR AGAINST ABSTAIN

____ ____ ____

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

Sign exactly as name appears hereon.

____________________________________________(L.S.)

Date_____________________________________, 19____