EXHIBIT 14.2



                                August 21, 1995



Nuveen New York Municipal
 Value Fund, Inc.
333 West Wacker Drive
Chicago, Illinois  60606

          Re:  Agreement and Plan of Reorganization and Liquidation dated as of
               August 1, 1995 (the "Agreement") by and between Nuveen New York
               Municipal Value Fund, Inc. (the "Acquiring Fund") and Nuveen New
               York Municipal Income Fund, Inc. (the "Acquired Fund")

Gentlemen:

     We have acted as local New York counsel for the Acquiring Fund and the
Acquired Fund, concerning a Registration Statement of the Acquiring Fund on Form
N-14 with respect to the transactions contemplated by the Agreement.  We hereby
consent to the filing of this letter as an exhibit to such Registration
Statement and to the reference to our firm under the captions "Tax Matters
Associated with Investment in the Funds-New York State and Local Tax Matters"
and "Legal Opinions" in the Joint Proxy Statement and Prospectus which is a part
of such Registration Statement.  In giving such consent, we do not thereby admit
that we are within the category of persons whose consent is required by Section
7 of the Securities Act of 1933, as amended, and the rules and regulations
thereunder.

                                    Very truly yours,


                                     /s/ Edwards & Angell
                                    ----------------------
                                    EDWARDS & ANGELL