EXHIBIT 17.2

At the upcoming Annual Meeting, all shareholders will be asked to consider and
approve a very important proposal. Subject to shareholder approval, your Fund
will transfer substantially all of its assets and substantially all of its
liabilities to Nuveen New York Municipal Value Fund, Inc. (the "Acquiring Fund")
in exchange for newly issued shares of the Acquiring Fund, which will be
distributed to shareholders of your Fund.

The reorganization should lead to efficiencies of scale, providing such benefits
as:

[_] Lower administrative expenses
[_] Greater efficiency and flexibility in portfolio management
[_] A more liquid trading market for common shares of the combined fund

WHETHER OR NOT YOU PLAN TO JOIN US, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED.


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                                                                    PROXY BALLOT

NUVEEN NEW YORK MUNICIPAL INCOME FUND, INC.

COMMON SHARES
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 14, 1995

The undersigned hereby appoints Richard J. Franke, Donald E. Sveen and James J.
Wesolowski, and each of them, with full power of substitution, Proxies for the
undersigned to represent and vote the common shares of the undersigned at the
Annual Meeting of Shareholders of Nuveen New York Municipal Income Fund, Inc.
(the "Fund") to be held on November 14, 1995, or any adjournment or adjournments
thereof.  The following items are to be considered:
1.   Approval of an Agreement and Plan of Reorganization and Liquidation between
     the Fund and Nuveen New York Municipal Value Fund, Inc.
2.   Election of Directors:
     NOMINEES: Lawrence H. Brown, Richard J. Franke, Anne E. Impellizzeri,
     Margaret K. Rosenheim, Peter R. Sawers, Timothy R. Schwertfeger.
3.   Ratification of the selection of Ernst & Young LLP as independent auditors.
4.   In their discretion, the Proxies are authorized to vote upon such other
     business as may properly come before the Annual Meeting.



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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 Directors' recommendations. Please sign date and
return this Proxy card promptly using the enclosed envelope.
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                           SEE REVERSE SIDE                               NYI895

 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND PROPOSALS:

Please mark your votes as in this example  [X]

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1.  APPROVAL OF AN AGREEMENT AND PLAN OF          FOR       AGAINST     ABSTAIN
    REORGANIZATION AND LIQUIDATION                [_]         [_]         [_]
    BETWEEN THE FUND AND NUVEEN NEW YORK 
    MUNICIPAL VALUE FUND, INC.   

2.  ELECTION OF     [_] FOR        [_] WITHHOLD       [_] WITHHOLD
    DIRECTORS:          all            authority          authority to vote
    (SEE REVERSE        nominees       to vote for        for nominees
    FOR NOMINEES)                      all 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 each nominee's name in 
the space provided.

3.  Ratification of the selection of Ernst 
    & Young LLP as independent auditors.          [_]         [_]         [_]

4.  In their discretion, the Proxies are 
    authorized to vote upon such other 
    business as may properly come before 
    the Annual Meeting.

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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 Directors
and for the proposals 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 should sign.                               ------------------------------
 
[_] BK NYI895                            NYI895