EXHIBIT d.

CERTIFICATE                                                           NUMBER OF
  NUMBER                                                               SHARES


___________


                  NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND
         Organized Under the Laws of the Commonwealth of Massachusetts
                        FundPreferred shares, Series __
                            $.01 Par Value Per Share
                   $________ Liquidation Preference Per Share

                                                              Cusip No. [      ]


This Certifies that _________________________________________________ is the
owner of _(____)_ fully paid and non-assessable shares of beneficial interest of
FundPreferred shares, Series ______, $.01 par value per share, $ _______
liquidation preference per share, of Nuveen Preferred and Convertible Income
Fund (the "Fund") transferable only on the books of the Fund by the holder
thereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid unless
countersigned by the transfer agent and registrar.


A statement in full, of all the designations, preferences, qualifications,
limitations, restrictions and special or relative rights of the shares of
beneficial interest of each class authorized to be issued, will be furnished by
the Fund to any shareholders upon request and without charge. The Fund is
organized as a Massachusetts business trust.

This Certificate is executed on behalf of the Fund by the officers as officers
and not individually and the obligations hereof are not binding upon any of the
trustees, officers, or shareholders individually but are binding only upon the
assets and property of the Fund.

IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by its
duly authorized officers this _____ day of _________ A.D. 20___.


THE BANK OF NEW YORK
As Transfer Agent and Registrar                 NUVEEN PREFERRED AND CONVERTIBLE
                                                INCOME FUND

By:                                               By:
    ----------------------------                      --------------------------
       Authorized Signature                                  Vice President

                                                  Attest:
                                                         -----------------------
                                                             Assistant Secretary

FOR VALUE RECEIVED, _____ hereby sell, assign and transfer unto _______________
_____________ Shares of beneficial interest represented by the within
Certificate, and do hereby irrevocably constitute and appoint ____________
Attorney to transfer the said Shares on the books of the within named Fund with
full power of substitution in the premises.
Dated _____________, ______

In presence of
___________________  ______________


          FundPreferred shares evidenced by this Certificate may be sold,
          transferred, or otherwise disposed of only pursuant to the provisions
          of the Fund's Statement Establishing and Fixing the Rights and
          Preferences of such Shares, copies of which will be furnished by the
          Fund to any shareholders upon request and without charge.

          The Fund will furnish to any shareholder, upon request and without
          charge, a full statement of the designations, preferences, limitations
          and relative rights of the shares of each class or series of the Fund
          authorized to be issued, so far as they have been determined, and the
          authority of the Board of Trustees to determine the relative rights
          and preferences of subsequent classes or series. Any such request
          should be addressed to the Secretary of the Fund.