Exhibit n

                         Consent of Independent Auditors

         We consent to the incorporation by reference of our report dated June
4, 2003 in the Registration Statement (Form N-2) of the Nuveen Preferred and
Convertible Income Fund 2 filed with the Securities and Exchange Commission in
this Registration Statement under the Securities Act of 1933 and in this
Amendment No. 5 to the Registration Statement under the Investment Company Act
of 1940 (File No. 811-21333).

                                         /s/ Ernst & Young LLP

Chicago, Illinois
June 26, 2003