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 Section 240.14a-11(c) or Section 240.14a-12

Nuveen Select Tax-Free Income Portfolio
Nuveen Select Tax-Free Income Portfolio 2
Nuveen Select Tax-Free Income Portfolio 3
Nuveen Insured California Select Tax-Free Income Portfolio
Nuveen Insured New York Select Tax-Free Income Portfolio
- - --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

NUVEEN SELECT TAX-FREE INCOME PORTFOLIO
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 2
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3
NUVEEN INSURED CALIFORNIA SELECT TAX-FREE
INCOME PORTFOLIO
NUVEEN INSURED NEW YORK SELECT TAX-FREE
INCOME PORTFOLIO
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
JULY 18, 1995

June 1, 1995

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of
Nuveen Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income
Portfolio 2, Nuveen Select Tax-Free Income Portfolio 3, Nuveen Insured
California Select Tax-Free Income Portfolio and Nuveen Insured New York Select
Tax-Free Income Portfolio, each a Massachusetts business trust (each, a "Fund"
and, collectively, the "Funds"), will be held in the 31st floor conference room
of John Nuveen & Co. Incorporated, 333 West Wacker Drive, Chicago, Illinois, on
Tuesday, July 18, 1995, at 10:00 a.m., central time, for the following
purposes:

1. To elect six (6) trustees to serve until the next Annual Meeting and
until their successors shall have been duly elected and qualified.

2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending March 31, 1996.

3. To transact such other business as may properly come before the
Annual Meeting.

Shareholders of record of each Fund at the close of business on May 22, 1995
are entitled to notice of and to vote at that Fund's Annual Meeting.

IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR THE FUNDS, AND TO ASSURE
THAT YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON
AT YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

James J. Wesolowski
Secretary

NUVEEN SELECT TAX-FREE INCOME PORTFOLIO

NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 2

NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3

NUVEEN INSURED CALIFORNIA SELECT TAX-FREE
INCOME PORTFOLIO

NUVEEN INSURED NEW YORK SELECT TAX-FREE
INCOME PORTFOLIO

333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700

JOINT PROXY STATEMENT

June 1, 1995

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation
by the Board of Trustees of each of Nuveen Select Tax-Free Income Portfolio
("Select Portfolio"), Nuveen Select Tax-Free Income Portfolio 2 ("Select
Portfolio 2"), Nuveen Select Tax-Free Income Portfolio 3 ("Select Portfolio
3"), Nuveen Insured California Select Tax-Free Income Portfolio ("California
Select Portfolio") and Nuveen Insured New York Select Tax-Free Income Portfolio
("New York Select Portfolio") (each, a "Fund" and, collectively, the "Funds")
of proxies to be voted at the Annual Meeting of Shareholders of each Fund to be
held on July 18, 1995 (for each Fund, an "Annual Meeting" and, collectively,
the "Annual Meetings"), and at any and all adjournments thereof. The cost of
preparing, printing and mailing the enclosed proxy, accompanying notice and
proxy statement, and all other costs in connection with the solicitation of
proxies, will be paid by the Funds, pro rata based on the number of shareholder
accounts. Additional solicitation may be made by letter, telephone or telegraph
by officers of any Fund, by officers or employees of John Nuveen & Co.
Incorporated or Nuveen Institutional Advisory Corp., or by dealers and their
representatives. The Funds have engaged Tritech Services to assist in the
solicitation of proxies at a total estimated cost of $10,000.

On the matters coming before each Fund's Annual Meeting as to which a choice
has been specified by the shareholders of that Fund on the proxy, the shares
will be voted accordingly. If no choice is so specified, the shares of each
Fund will be voted FOR the election of the six nominees for trustee, as listed
in this Joint Proxy Statement, and FOR ratification of the selection of Ernst &
Young LLP as each Fund's independent auditors. Shareholders of any Fund who
execute proxies may revoke them at any time before they are voted by filing
with that Fund a

written notice of revocation, by delivering a duly executed proxy bearing a
later date, or by attending that Annual Meeting and voting in person.

The Board of Trustees of each Fund has determined that the use of this Joint
Proxy Statement for each Fund's Annual Meeting is in the best interest of each
Fund and its shareholders in light of the similar matters being considered and
voted on by the shareholders. Shareholders of each Fund will vote separately on
each proposal relating to their Fund, and a vote on a proposal by the
shareholders of one Fund will not affect the vote on the proposal by the
shareholders of another Fund.

A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting. Votes cast by proxy or in person at each Annual Meeting
will be tabulated by the inspectors of election appointed for that Annual
Meeting. The inspectors of election will determine whether or not a quorum is
present at each Annual Meeting. The inspectors of election will treat
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees,
typically in "street name," as to which (i) instructions have not been received
from the beneficial owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting powers on a particular matter) as
present for purposes of determining a quorum.

For purposes of determining the approval of the matters submitted to the
shareholders for a vote, abstentions and broker non-votes will have no effect
in the election of trustees (the six nominees receiving the largest number of
votes will be elected) and will be treated as shares voted against ratification
of the selection of independent auditors. The details of both proposals to be
voted on by the shareholders of each Fund and the vote required for approval of
each proposal are set forth under the description of each proposal below.

As of May 22, 1995, there were issued and outstanding 16,378,097 shares of
Select Portfolio, 17,607,068 shares of Select Portfolio 2, 12,964,123 shares of
Select Portfolio 3, 6,257,068 shares of California Select Portfolio and
3,907,068 shares of New York Select Portfolio. Those persons who were
shareholders of record at the close of business on May 22, 1995 will be
entitled to one vote for each share held.

This Proxy Statement is first being mailed to shareholders of the Funds on or
about June 1, 1995.

Annual reports were sent following the Funds' fiscal year to shareholders
then of record. Each of the Funds will furnish, without charge, a copy of its
annual report to its shareholders upon request. Such written or oral requests
should be directed to the Fund at 333 West Wacker Drive, Chicago, Illinois
60606, or by calling 1-800-257-8787.

1. ELECTION OF TRUSTEES OF EACH FUND

At each Fund's Annual Meeting, six (6) trustees are to be elected to serve
until the next Annual Meeting and until their successors shall have been duly
elected and qualified. The affirmative vote of a plurality of the shares
present and entitled to vote will be required to elect the trustees of each
Fund.

It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
trustee of each Fund if elected; however, should any nominee become unable or
unwilling to accept nomination or election, the proxies for each Fund will be
voted for one or more substitute nominees designated by that Fund's present
Board of Trustees.

The table below shows each nominee's age, principal occupation and other
business affiliations and the number of shares of the Funds which each nominee
beneficially owned as of May 1, 1995. All of the nominees have been trustees of
the Funds since each Fund was organized in 1992 except for Anthony T. Dean and
Sheila W. Wellington, who were elected trustees in 1994. The members of the
Board of Trustees and the nominees for election to the Board are the same for
each Fund.

NOMINEES FOR TRUSTEE OF EACH FUND

FULL SHARES OF
THE FUNDS
BENEFICIALLY
OWNED
NOMINEES AGE PRINCIPAL OCCUPATIONS MAY 1, 1995(1)
-------- --- --------------------- --------------

*Donald E. Sveen 63 Chairman of the Board (since August 2,008
1994); formerly President (from incep-
tion to August 1994); and Trustee of the
Funds, President, Chief Operating Offi-
cer and Director of The John Nuveen Com-
pany, John Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and Nuveen Insti-
tutional Advisory Corp.; formerly Direc-
tor (from inception to July 1994) and
President (from July 1988 to July 1994)
of the funds advised by Nuveen Advisory
Corp.; Director of Hinsdale Federal Bank
for Savings, Hinsdale, Illinois and Cen-
tral DuPage Health System; Chartered Fi-
nancial Analyst; Certified Financial
Planner.
*Anthony T. Dean 49 President and Trustee of the Funds 1,000
(since August 1994); Executive Vice
President and Director of John Nuveen &
Co. Incorporated and (since March 1992)
The John Nuveen Company; Director of
Nuveen Advisory Corp. and Nuveen Insti-
tutional Advisory Corp. (since October
1992).

NOMINEES FOR TRUSTEE OF EACH FUND (CONT'D)

FULL SHARES OF
THE FUNDS
BENEFICIALLY
OWNED
NOMINEES AGE PRINCIPAL OCCUPATIONS(1) MAY 1, 1995(1)
-------- --- ------------------------ --------------

James E. Bacon 64 Trustee of the Funds; Business con- 1,000
sultant; Director of Lone Star In-
dustries, Inc. (cement) (since Feb-
ruary 1992) and Accuhealth, Inc.
(home infusion therapy) (since July
1994); retired (since April 1990);
previously, Director and Executive
Vice President of U.S. Trust Corpo-
ration and Trustee of United States
Trust Company of New York.
William L. Kissick 62 Trustee of the Funds; Professor, 600
School of Medicine and The Wharton
School of Management and Chairman,
Leonard Davis Institute of Health
Economics, University of Pennsylva-
nia.
Thomas E. Leafstrand 63 Trustee of the Funds; retired (since 3,552
1990), previously Vice President in
charge of Municipal Underwriting and
Dealer Sales at The Northern Trust
Company.
Sheila W. Wellington 63 President (since 1993) of Catalyst 4,000
(a not-for-profit organization fo-
cusing on women's leadership devel-
opment in business and the
professions); prior thereto (from
July 1987 to July 1993), Secretary
of Yale University.

- - -----------
(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Fund's investment
adviser, Nuveen Institutional Advisory Corp.
(1) No trustee nominee beneficially owned on May 1, 1995 as much as 1/10 of
1% of the outstanding shares of any Fund. The shares in this column include
the following:

SELECT SELECT SELECT
PORTFOLIO PORTFOLIO 2 PORTFOLIO 3
--------- ----------- -----------

Donald E. Sveen............................... 500 500 1,008
Anthony T. Dean............................... 1,000
James E. Bacon................................ 1,000
William L. Kissick............................ 200 200 200
Thomas E. Leafstrand.......................... 3,150 100 302
Sheila W. Wellington.......................... 1,000 1,000 2,000

No trustee nominee beneficially owned any shares of California Select
Portfolio or shares of New York Select Portfolio. The above persons have sole
voting power and sole investment power as to the shares listed, with the
exception of William L. Kissick and Sheila W. Wellington, both of whom hold
their shares jointly with their respective spouses.

COMPENSATION

The trustees affiliated with John Nuveen & Co. Incorporated ("Nuveen") or
Nuveen Institutional Advisory Corp. (the "Adviser") serve without any
compensation from the Funds. Trustees who are not affiliated with Nuveen or
the Adviser receive a $20,000 annual retainer for serving as a trustee of the
Funds and a $1,000 fee per day plus expenses for attendance at all meetings
held on a day on which a regularly scheduled Board meeting is held for each
Fund, a $500 fee per day plus expenses for attendance in person or by
telephone at all meetings (other than a meeting of the executive committee
held solely to declare a dividend) held on a day on which no regular Board
meeting is held, and a $100 fee per day plus expenses for attendance at a
meeting of the executive committee. The annual retainer, fees and expenses are
allocated among the Funds on the basis of relative net asset sizes.

The following table sets forth compensation paid by the Funds during the
fiscal year ended March 31, 1995 to each of the trustees of the Funds./1/ The
Funds have no retirement or pension plans.

COMPENSATION TABLE

TOTAL
COMPENSATION
FROM FUND
COMPLEX PAID
NAME OF TRUSTEE AGGREGATE COMPENSATION FROM EACH OF THE FUNDS TO TRUSTEES
--------------- --------------------------------------------------------- ------------
CALIFORNIA NEW YORK
SELECT SELECT SELECT SELECT SELECT
PORTFOLIO PORTFOLIO 2 PORTFOLIO 3/2/ PORTFOLIO PORTFOLIO
--------- ----------- -------------- ---------- ---------

James E. Bacon.......... $7,271 $7,709 $5,701 $2,890 $1,929 $25,500
William L. Kissick...... 7,271 7,709 5,701 2,890 1,929 25,500
Thomas E. Leafstrand.... 7,624 8,085 6,064 3,019 2,008 26,800
Sheila W. Wellington/3/. 3,446 3,655 2,608 1,373 918 12,000

- - -----------
/1/ Interested trustees of the Funds receive no compensation from the Funds.
/2/ Includes the following payments made by Nuveen Select Tax-Free Income
Portfolio 4 which was acquired by Select Portfolio 3 on August 4, 1994: $1,486
to each of Messrs. Bacon and Kissick and $1,552 to Mr. Leafstrand.
/3/ Ms. Wellington was elected to the Board of Trustees on August 3, 1994.

Donald E. Sveen, Anthony T. Dean and Thomas E. Leafstrand serve as members of
the executive committee of each Fund's Board of Trustees. Each Fund's executive
committee, which meets between regular meetings of the Board of Trustees, is
authorized to exercise all of the powers of the Board of Trustees. The
respective executive committees of the Funds held eleven meetings during the
fiscal year ended March 31, 1995 except Select Portfolio 3 which held twelve
meetings during the fiscal year ended March 31, 1995.

Each Fund's Board of Trustees has an audit committee composed of James E.
Bacon, William L. Kissick, Thomas E. Leafstrand and Sheila W. Wellington,
trustees of the Funds who are not "interested persons." Each Fund's audit
committee reviews the work and any recommendations of that Fund's independent
auditors. Based on such review, it is authorized to make recommendations to the
Board of Trustees. The respective audit committees of the Funds held two
meetings during the fiscal year ended March 31, 1995.

Nomination of those trustees who are not "interested persons" of a Fund is
committed to a nominating committee composed of the trustees who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested trustees. The respective nominating
committees of the Funds held one meeting during the fiscal year ended March 31,
1995. No policy or procedure has been established as to the recommendation of
trustee nominees by shareholders.

The respective Boards of Trustees of each Fund held four meetings during the
fiscal year ended March 31, 1995.

Each Fund has the same executive officers. The following table sets forth
information with respect to each executive officer of the Funds, other than
executive officers who are trustees and included in the table on page 3.
Officers of the Funds receive no compensation from the Funds. All officers of
the Funds have held the positions noted below since organization of the Funds
except Kathleen M. Flanagan, Larry W. Martin and Gifford R. Zimmerman who have
been officers since the dates indicated below. The term of office of all
officers will expire at the first meeting of the Board of Trustees of each Fund
after the Annual Meeting, which Board of Trustees' meeting is presently
scheduled to be held on July 18, 1995 for each Fund.

POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------

Kathleen M. Flanagan 48 Vice President Vice President of John
(since August 1994) Nuveen & Co. Incorporat-
ed.
Anna R. Kucinskis 49 Vice President Vice President of John
Nuveen & Co. Incorporat-
ed.

POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------

Larry W. Martin 43 Vice President (since Vice President (since Sep-
August 1994) and tember 1992), Assistant
Assistant Secretary Secretary and Assistant
(since organization) General Counsel of John
Nuveen & Co. Incorporat-
ed; Vice President
(since May 1993) and As-
sistant Secretary of
Nuveen Advisory Corp.,
Vice President (since
May 1993) and Assistant
Secretary (since January
1992) of Nuveen Institu-
tional Advisory Corp.,
Assistant Secretary
(since February 1993) of
The John Nuveen Company;
Director of Nuveen.Duff
& Phelps Investment Ad-
visors (since January
1995).
O. Walter Renfftlen 55 Vice President & Vice President and Con-
Controller troller of The John
Nuveen Company (since
March 1992), John Nuveen
& Co. Incorporated,
Nuveen Advisory Corp.
and Nuveen Institutional
Advisory Corp.
H. William Stabenow 60 Vice President & Vice President and Trea-
Treasurer surer of The John Nuveen
Company (since March
1992), John Nuveen & Co.
Incorporated, Nuveen Ad-
visory Corp. and Nuveen
Institutional Advisory
Corp. (since January
1992).
George P. Thermos 63 Vice President Vice President of John
Nuveen & Co. Incorporat-
ed.
Ronald E. Toupin, Jr. 36 Vice President Vice President of Nuveen
Institutional Advisory
Corp. (since January
1992); prior thereto,
Vice President (from De-
cember 1991 to January
1992), formerly Assis-
tant Vice President of
John Nuveen & Co. Incor-
porated.
James J. Wesolowski 44 Vice President & Vice President, General
Secretary Counsel and Secretary of
The John Nuveen Company
(since March 1992), John
Nuveen & Co. Incorporat-
ed, Nuveen Advisory
Corp. and Nuveen Insti-
tutional Advisory Corp.;
formerly Director of
Nuveen.Duff & Phelps In-
vestment Advisors (from
May 1990 to January
1995).

POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------

Gifford R. Zimmerman 38 Vice President (since Vice President (since Sep-
August 1994) and tember 1992), Assistant
Assistant Secretary Secretary and Assistant
(since organization) General Counsel of John
Nuveen & Co. Incorporat-
ed; Vice President
(since May 1993) and As-
sistant Secretary of
Nuveen Advisory Corp.,
Vice President (since
May 1993) and Assistant
Secretary (since January
1992) of Nuveen Institu-
tional Advisory Corp.

On May 1, 1995, trustees and executive officers of the Funds as a group
beneficially owned 4,850 shares of Select Portfolio, 3,800 shares of Select
Portfolio 2 and 3,510 shares of Select Portfolio 3 (in each case, less than
1/10 of 1%) and did not beneficially own any shares of California Select
Portfolio or shares of New York Select Portfolio.

Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require each Fund's officers and trustees, investment adviser, affiliated
persons of the investment adviser and persons who own more than ten percent of
a registered class of the Funds' equity securities to file forms reporting
their affiliation with that Fund and reports of ownership and changes in
ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. These persons and entities are
required by SEC regulation to furnish each Fund with copies of all Section
16(a) forms they file. Based on a review of these forms furnished to each Fund,
all of the Funds believe that during the fiscal year ending March 31, 1995, all
Section 16(a) filing requirements applicable to the Funds' officers and
trustees, investment adviser and affiliated persons of the investment adviser
were complied with, except that Form 3s filed on behalf of Sheila Wellington
were filed after the applicable deadline in connection with her purchase in
September 1994 of shares of Select Portfolio, Select Portfolio 2 and Select
Portfolio 3. There are no shareholders who own ten percent or more of the
outstanding shares of any of the Funds.

2. SELECTION OF INDEPENDENT AUDITORS

The members of each Fund's Board of Trustees who are not "interested persons"
of that Fund have unanimously selected Ernst & Young LLP, independent public
accountants, as independent auditors, to audit the books and records of that
Fund for the fiscal year ending March 31, 1996. Ernst & Young

LLP has served each Fund in this capacity since that Fund was organized and has
no direct or indirect financial interest in that Fund except as auditors and
independent accountants. The selection of Ernst & Young LLP as independent
auditors of each Fund is being submitted to the shareholders for ratification,
which requires the affirmative vote of a majority of the shares of each Fund
present and entitled to vote on the matter. A representative of Ernst & Young
LLP is expected to be present at the Annual Meeting and will be available to
respond to any appropriate questions raised at the Annual Meeting and to make a
statement if he or she wishes. EACH FUND'S BOARD OF TRUSTEES UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER AND
THE INVESTMENT MANAGEMENT AGREEMENTS

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 75%
owned by The St. Paul Companies, Inc., ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen acted as
co-managing underwriter in the initial public offerings of shares of Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California Select Portfolio
and New York Select Portfolio in 1992.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of
any of the Funds to be held in 1996, a shareholder proposal must be received at
the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than February 1, 1996.

GENERAL

Management does not intend to present and does not have reason to believe
that others will present any other items of business at any Fund's Annual
Meeting. However, if other matters are properly presented to an Annual Meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.

A list of shareholders entitled to be present and to vote at each Fund's
Annual Meeting will be available at the offices of the Funds, 333 West Wacker
Drive, Chicago, Illinois, for inspection by any shareholder during regular
business hours for ten days prior to the date of the meeting.

Failure of a quorum to be present at any Fund's Annual Meeting will
necessitate adjournment and will subject that Fund to additional expense. The
persons named in the enclosed proxy may also move for an adjournment of the
Annual Meeting to permit further solicitation of proxies with respect to any of
the proposals if they determine that adjournment and further solicitation is
reasonable and in the best interests of the shareholders. Under each Fund's By-
Laws, an adjournment of a meeting requires the affirmative vote of a majority
of the shares present in person or represented by proxy at the meeting.

IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

James J. Wesolowski
Secretary

PROXY BALLOT

NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3

SHARES OF BENEFICIAL INTEREST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 18, 1995

The undersigned hereby appoints Donald E. Sveen, Anthony T. Dean and James J.
Wesolowski, and each of them, with full power of substitution, proxies for the
undersigned to represent and vote the Shares of Beneficial Interest of the
undersigned at the Annual Meeting of Shareholders of Nuveen Select Tax-Free
Income Portfolio 3 to be held on July 18, 1995, and in their discretion, the
Proxies are authorized to vote upon such other business as may properly come
before the meeting, or any adjournment or adjournments thereof:

1. Election of Trustees:
NOMINEES: James E. Bacon, Anthony T. Dean, William L. Kissick, Thomas E.
Leafstrand, Donald E. Sveen, Sheila W. Wellington.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending March 31, 1996.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

- - -------------------------------------------------------------------------------
You are encouraged to specify your choices by marking the
appropriate boxes ON THE REVERSE SIDE. If you do not mark any boxes,
your proxy will be voted in accordance with the Board of Trustees'
recommendations. Please sign, date and return this proxy card
promptly using the enclosed envelope.
- - -------------------------------------------------------------------------------
SEE REVERSE SIDE NXR795

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
- - --------------------------------------------------------------------------------

1. ELECTION OF TRUSTEES: [_] FOR [_] WITHHOLD authority to
(SEE REVERSE FOR NOMINEES) all nominees vote for all nominees

[_] WITHHOLD authority to vote for nominees indicated below:

INSTRUCTIONS:
TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX
ON THE LEFT ABOVE OR DO NOT MARK ANY BOX ABOVE. -----------------
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE
BOX IN THE MIDDLE ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE OF THE NOMINEES, MARK THE
BOX ON THE RIGHT ABOVE AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED.

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING MARCH 31, 1996.

FOR AGAINST ABSTAIN
[_] [_] [_]

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
- - --------------------------------------------------------------------------------

THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF TRUSTEES
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.

Please be sure to sign and date this Proxy.
- - --------------------------------------------------------------------------------

Shareholder sign here _________________________________ Date __________________

Co-owner sign here ____________________________________ Date __________________

NOTE: Please sign exactly as your name appears on this proxy. If signing for
estates, trusts or corporations, title or capacity should be stated. If shares
are held jointly, each holder must sign.

[_] BK NXP795 NXR795