SELIGMAN NEW TECHNOLOGIES FUND INC, 497, 1999-06-25

SELIGMAN NEW TECHNOLOGIES FUND INC
497, 1999-06-25

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RED HERRING TEXT
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE FUND MAY NOT SELL THESE SECURITIES UNTIL
THE REGISTRATION STATEMENT IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER, SOLICITATION OR SALE IS NOT PERMITTED.

<PAGE>

Filed Pursuant to Rule 497(a)
Registration No. 333-79083
811-09353

SUBJECT TO COMPLETION, DATED JUNE 24, 1999

|X| Shares
S E L I G M A N
NEW TECHNOLOGIES FUND, INC.
Common Stock

100 Park Avenue
New York, New York 10017

Seligman New Technologies Fund, Inc. is a newly organized,
non-diversified, closed-end management investment company. The Fund's investment
objective is to seek long-term capital appreciation. The Fund proposes to
achieve its objective by investing at least 65% of its total assets in equity
securities of U.S. and non-U.S. companies considered by the Fund's investment
manager to rely significantly on technological events or advances in their
product development or operations. The Fund seeks to identify and invest in
companies that will provide tomorrow's technology. The Fund may invest in
companies of any size, but generally expects to invest at least 65% of its
assets in small and medium-sized companies. The Fund may invest up to 35% of its
total assets in equity securities of privately owned technology companies that
plan to conduct an initial public offering, or IPO, within a period of several
months to three years. These are referred to as venture capital companies. There
will be no public market for the shares of a venture capital company at the time
of the Fund's investment, and there can be no assurance that a planned IPO will
ever be completed. The Fund may also invest in securities of private investment
funds that invest primarily in venture capital companies. INVESTMENTS IN
TECHNOLOGY COMPANIES, AND IN PARTICULAR VENTURE CAPITAL COMPANIES, ARE
SPECULATIVE AND POSE SPECIAL RISKS. THESE RISKS ARE MORE FULLY EXPLAINED BELOW
UNDER THE HEADING "RISK FACTORS."

The Fund's investment manager is J. & W. Seligman & Co. Incorporated.

NO MARKET EXISTS FOR THE FUND'S SHARES. THE FUND'S SHARES WILL NOT
BE LISTED ON ANY SECURITIES EXCHANGE, AND THE FUND DOES NOT ANTICIPATE THAT A
SECONDARY MARKET WILL DEVELOP FOR ITS SHARES. YOU MAY NOT BE ABLE TO SELL YOUR
SHARES. Because the Fund is a closed-end investment company, shares of the Fund
may not be redeemed on a daily basis, and they may not be exchanged for shares
of any other fund. The shares are appropriate only as a long-term investment.

In order to provide a limited degree of liquidity to shareholders,
the Fund will make quarterly offers to repurchase 5% of its outstanding shares
at their net asset value. The number of shares tendered for repurchase may
exceed the number that the Fund offers to repurchase. If that happens, the Fund
will repurchase shares on a pro rata basis, and tendering shareholders will not
have all of their tendered shares repurchased by the Fund. The Fund intends to
complete its first quarterly repurchase offer in January 2000. See "Repurchase
Offers."

The Fund does not intend to raise more than $500 million of proceeds
in its initial offering. The Fund's shares are being offered initially by
selected brokers and dealers at a price of $24.25 per share, plus a sales charge
of up to $0.75 per share, for a maximum offering price of $25.00 per share. The
sales charge is payable to the selected broker or dealer who arranges for a
sale. Reductions in the sales charge are available for large purchases and in
certain other circumstances. See "How to Purchase Fund Shares." Seligman
Advisors, Inc., an affiliate of the investment manager, will pay to the selected
brokers and dealers from its own resources an additional sales commission equal
to an additional $0.25 per share. The Fund will pay organizational and offering
expenses estimated at $500,000 from the proceeds of the offering. The initial
offering will terminate on July 27, 1999, unless extended by Seligman Advisors.

If the Fund raises less than $500 million in this offering, then,
not less than 30 days after the closing of the initial offering, the Fund
expects to commence a continuous offering of its shares through selected brokers
and dealers at a price equal to their net asset value plus a maximum sales
charge of 3%. Seligman Advisors will pay to the selected brokers and dealers
from its own resources an additional sales commission equal to an additional 1%
for each share sold in any continuous offering. Any such continuous offering, if
commenced, may be discontinued when the Fund's net assets reach $500 million,
and may be discontinued at any time. The Fund may commence other continuous
offerings from time to time in the future.

The Fund will pay each selected broker or dealer that is not
affiliated with the Fund or Seligman a shareholder servicing fee at an annual
rate of 0.50% of the net asset value of the outstanding shares owned by
customers of such broker or dealer.

This prospectus concisely provides the information that a
prospective investor should know about the Fund before investing. You are
advised to read this prospectus carefully and to retain it for future reference.
Additional information about the Fund, including a statement of additional
information ("SAI") dated July o , 1999, has been filed with the Securities and
Exchange Commission. The SAI is available upon request and without charge by
writing the Fund at the address above or by calling (800) 221-2450. The SAI is
dated the same date as this prospectus and is incorporated by reference into
this prospectus in its entirety. The table of contents of the SAI appears on
page 17 of this prospectus. The SAI, and other information about the Fund, is
also available on the SEC's website (http://www.sec.gov).

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS DETERMINED
WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. NOR HAVE THEY MADE, NOR WILL
THEY MAKE, ANY DETERMINATION AS TO WHETHER ANYONE SHOULD BUY THESE SECURITIES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.

THE DATE OF THIS PROSPECTUS IS JULY |X| , 1999.

<PAGE>

TABLE OF CONTENTS

PAGE
----
Prospectus Summary....................................................... iii
Summary of Fund Expenses ................................................ 1
Risk Factors............................................................. 2
Year 2000 ............................................................... 5
Use of Proceeds ......................................................... 6
Investment Objective and Principal Strategies ........................... 7
Management of the Fund .................................................. 10
Repurchase Offers ....................................................... 11
Calculation of Net Asset Value .......................................... 13
Capital Stock ........................................................... 14
Distribution Policy ..................................................... 14
Taxes ................................................................... 15
How to Purchase Fund Shares ............................................. 16
General Information ..................................................... 17
Table of Contents of Statement of Additional Information ................ 17

----------

No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell or a solicitation of an offer to buy the securities it
describes, but only under circumstances and in jurisdictions where it is lawful
to do so. The information contained in this prospectus is current only as of its
date.

iii

<PAGE>

PROSPECTUS SUMMARY

THE FUND Seligman New Technologies Fund, Inc. (the
"Fund") is a newly organized
non-diversified, closed-end management
investment company registered under the
Investment Company Act of 1940. The Fund's
investment manager is J. & W. Seligman &
Co. Incorporated ("Seligman"). See
"General Information."

INVESTMENT OBJECTIVE AND The Fund's investment objective is to
PRINCIPAL STRATEGIES seek long-term capital appreciation. The
Fund proposes to achieve its objective by
investing at least 65% of its total assets
in equity securities of U.S. and non-U.S.
companies considered by Seligman to rely
significantly on technological events or
advances in their product development or
operations. The Fund seeks to identify and
invest in companies that will provide
tomorrow's technology.

The Fund may invest in companies of any
size, but generally expects to invest at
least 65% of its total assets in small and
medium-sized companies. The Fund may
invest up to 35% of its total assets in
equity securities of privately owned
technology companies that plan to conduct
an initial public offering, or IPO, within
a period of several months to three years.
These are referred to as venture capital
companies. There will be no public market
for the shares of a venture capital
company at the time of the Fund's
investment, and there can be no assurance
that a planned IPO will ever be completed.
The Fund may also invest up to 5% of its
assets in securities of private investment
funds that invest primarily in venture
capital companies. See "Investment
Objective and Principal Strategies."

INVESTMENT RATIONALE The speed and magnitude of technological
innovation has frequently been
underestimated. The pace of technological
advancement that began more than 40 years
ago with the first commercialization of
the computer is accelerating beyond many
people's expectations. The Fund's
investment manager expects this secular
trend, largely driven by the ability of
technology to increase productivity, to
continue to evolve well into the next
century.

Developments in the computer industry
illustrate this trend. In the 1960s and
1970s, mainframe computers were the
dominant technology, but they were
superseded by personal computers in the
1980s and 1990s. This shift in the
dominant technology resulted in
significant changes in industry leaders.
Some of the companies that are now at the
forefront of mainstream technological
innovation were in the early stages of
their development less than 20 years ago.
Seligman believes that there are emerging
technology companies today that offer
similar opportunities for appreciation.

The Fund will seek to identify and invest
in companies that will provide tomorrow's
technology. Seligman currently believes
the greatest growth potential is found in
five areas of technology: Internet and new
media; broadband and fiber optics; digital
consumer electronics; biometric software;
and wireless communications and computing.
See "Investment Objective and Principal
Strategies - Investment Rationale."

THE MANAGER J. & W. Seligman & Co. Incorporated, the
manager of the Fund, has substantial
experience in technology investing.

<PAGE>

The Fund is co-managed by Paul H. Wick,
leader of Seligman's Technology Team, and
Storm Boswick. Both are managing directors
of Seligman. As of March 31, 1999,
Seligman's Technology Team managed
approximately $7 billion of public and
private securities of technology and
related companies, including the world's
largest technology fund, Seligman
Communications and Information Fund, Inc.,
and the US assets of Seligman Henderson
Global Technology Fund, one of the world's
largest global technology funds.

With offices in both Palo Alto, the heart
of Silicon Valley, and New York, the
financial capital of the world, Seligman's
Technology Team is able to effectively
cover the broad scope of both public and
private technology companies. The team
conducts first-hand research on all
companies considered for inclusion in the
Fund. The team's research includes
hundreds of on-site visits and one-on-one
meetings with management to assess the
quality, prospects and direction of a
company.

INVESTMENT ADVISER FEES The Fund will pay a fee to Seligman for
its management services at an annual rate
of 2.00% of the Fund's average daily net
assets. This management fee is higher than
the advisory fees paid by most U.S.
investment companies. See "Management of
the Fund."

BORROWING The Fund is authorized to borrow money in
an amount up to 5% of its total assets
(giving effect to the amount borrowed) in
order to meet repurchase requests, for
other cash management purposes and to fund
the purchase of portfolio securities for a
period of not longer than 30 days. The
Fund may not purchase additional portfolio
securities at any time that borrowings
exceed 5% of its total assets. The Fund is
not authorized to use borrowings for
long-term financial leverage purposes.

HEDGING The Fund may use derivative instruments to
hedge portfolio risks and for cash
management purposes. Hedging activity may
relate to a specific security or to the
Fund's portfolio as a whole. The Fund may
not use derivative instruments to seek
increased return on its investments.

THE OFFERING The initial offering will terminate on
July 27, 1999, unless extended by Seligman
Advisors. In the initial offering the Fund
will not raise more than $500 million. The
Fund is initially offering its shares
through selected brokers and dealers. The
minimum investment is $10,000. The maximum
purchase price per share of $25.00
includes a sales charge of up to $0.75 per
share. Reductions in the sales charge are
available for large purchases and in
certain other circumstances. See "How to
Purchase Fund Shares." In the initial
offering, Seligman will pay an additional
commission to the selected brokers and
dealers equal to $0.25 per share.

If the Fund raises less than $500 million
in the initial offering, then, not less
than 30 days after the closing of the
initial offering, the Fund may commence a
continuous offering of its shares through
selected brokers and dealers at a price
equal to their net asset value plus a
sales charge of 3%. Any such continuous
offering, if commenced, may be
discontinued when the Fund's total assets
reach $500 million, and may be
discontinued at any time. The Fund may
commence other continuous offerings from
time to time in the future. Seligman will
pay an additional commission to the
selected brokers and dealers equal to 1%
of the net asset value of shares purchased
during any continuous offering. See "How
to Purchase Fund Shares."

<PAGE>

The Fund will pay each selected broker or
dealer a shareholder servicing fee at the
annual rate of 0.50% of the net asset
value of the outstanding shares owned by
customers of such broker or dealer.

DISTRIBUTION POLICY The Fund will pay dividends on the shares
annually in amounts representing
substantially all of the net investment
income, if any, earned each year. It is
likely that many of the companies in which
the Fund invests will not pay any
dividends, and this, together with the
Fund's relatively high expenses, means
that the Fund is unlikely to have income
or pay dividends.

The Fund will pay substantially all of any
taxable net capital gain realized on
investments to shareholders at least
annually.

An automatic reinvestment plan is
available for any holder of the Fund's
common stock who wishes to purchase
additional shares using dividends and/or
capital gain distributions paid by the
Fund. Shares will be issued under the plan
at their net asset value on the
ex-dividend date; there is no sales charge
or other charge for reinvestment.

UNLISTED CLOSED-END STRUCTURE; The Fund has been organized as a closed-
LIMITED LIQUIDITY end management investment company.
Closed-end funds differ from open-end
management investment companies (commonly
known as mutual funds) in that
shareholders of a closed-end fund do not
have the right to redeem their shares on a
daily basis. In order to be able to meet
daily redemption requests, mutual funds
are subject to more stringent regulatory
limitations than closed-end funds. In
particular, a mutual fund generally may
not invest more than 15% of its assets in
illiquid securities. The Fund believes
that unique investment opportunities exist
in the market for venture capital
technology companies and in private funds
that invest in venture capital technology
companies. However, these venture capital
investments are often illiquid, and an
open-end fund's ability to make such
investments is limited. For this reason
the Fund has been organized as a
closed-end fund.

The Fund's shares will not be listed on
any securities exchange and does not
expect any secondary market to develop for
its shares. YOU WILL NOT BE ABLE TO REDEEM
YOUR SHARES ON A DAILY BASIS BECAUSE THE
FUND IS A CLOSED-END FUND. Shares of the
Fund may not be exchanged for shares of
any other fund. As described below,
however, in order to provide a limited
degree of liquidity, the Fund will conduct
quarterly repurchase offers for 5% of its
outstanding shares. An investment in the
Fund is suitable only for investors who
can bear the risks associated with the
limited liquidity of the shares.

QUARTERLY REPURCHASE OFFERS In order to provide a limited degree of
liquidity to shareholders, the Fund will
conduct quarterly repurchase offers. The
Fund intends to commence the first
repurchase offer in December 1999 and to
complete it in January 2000. In each
repurchase offer, the Fund will offer to
repurchase 5% of its outstanding shares at
their net

<PAGE>

asset value. The Fund may offer to
repurchase more than 5% of its shares in
any quarter with the approval of the board
of directors. If the number of shares
tendered for repurchase exceeds the number
the Fund intends to repurchase, the Fund
will repurchase shares on a pro-rata
basis, and tendering shareholders will not
have all of their tendered shares
repurchased by the Fund. See "Repurchase
Offers."

RISK FACTORS An investment in the Fund involves a high
degree of risk. These include the risks
of:

o investing in shares of an unlisted
closed-end fund with limited liquidity

o investing in the technology and related
industries

o concentration in a small number of
industry sectors and maintaining a
"non-diversified" portfolio

o investing in small companies

o investing in venture capital companies and
venture capital funds

o investing in securities that are illiquid
and volatile

o investing in securities of non-U.S.
issuers

See "Risk Factors."

vii

<PAGE>

SUMMARY OF FUND EXPENSES

The following table illustrates the expenses and fees that the Fund
expects to incur and that shareholders can expect to bear.

SHAREHOLDER TRANSACTION EXPENSES
Sales load (as a percentage of offering price)....................... 3%
Automatic reinvestment plan fees..................................... none
MAXIMUM REDEMPTION FEE .............................................. none
ANNUAL EXPENSES (as a percentage of net assets
attributable to common shares)
Management fees...................................................... 2.00%
Shareholder servicing fees........................................... 0.50%
Other expenses....................................................... 0.50%
-----
Total annual expenses................................................ 3.00%
=====

Seligman has undertaken to reimburse a portion of the Fund's
expenses or to waive a portion of its management fee to the extent that the
Fund's total expenses would otherwise exceed 3% during the first year of the
Fund's operations.

The purpose of the table above is to assist you in understanding the
various costs and expenses you would bear directly or indirectly as a
shareholder of the Fund. The annual "Other expenses" shown above are estimated,
based on net assets of the Fund of $200 million at the closing of the initial
public offering and organizational and offering expenses payable by the Fund
estimated to be $500,000. For a more complete description of the various costs
and expenses, see "Management of the Fund."

EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>

You would pay the following expenses on a $1,000
investment, assuming a 5% annual return: $59 $120 $183 $352

</TABLE>

THE EXAMPLE DOES NOT PRESENT ACTUAL EXPENSES AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE SHOWN. Moreover, the Fund's actual rate of return may be
greater or less than the hypothetical 5% return shown in the example.

<PAGE>

RISK FACTORS

Stock prices fluctuate. Apart from the specific risks identified
below, the Fund's investments may be negatively affected by the broad investment
environment in the US and international securities markets, which investment
environment is influenced by, among other things, interest rates, inflation,
politics, fiscal policy, and current events. Therefore, as with any fund that
invests in stocks, the Fund's net asset value will fluctuate, especially in the
short term. You may experience a decline in the value of your investments and
could lose money.

NEWLY ORGANIZED FUND

The Fund is a newly organized investment company with no previous
operating history. Although Seligman and the Fund's portfolio manager have
considerable experience managing other funds with investment objectives similar
to the Fund's, the Fund may not succeed in meeting its objective, and the Fund's
net asset value may decrease.

UNLISTED CLOSED-END FUND; LIMITED LIQUIDITY

The Fund is a closed-end investment company designed primarily for
long-term investors and is not intended to be a trading vehicle. The Fund does
not intend to list its shares for trading on any national securities exchange.
There is no secondary trading market for Fund shares, and none is expected to
develop. The Fund's shares are therefore not readily marketable. Because the
Fund is a closed-end investment company, shares of the Fund may not be redeemed
on a daily basis, and they may not be exchanged for shares of any other fund.
Although the Fund, as a fundamental policy, will make quarterly repurchase
offers for 5% (or more, at the discretion of the board of directors) of its
outstanding common shares at net asset value, the Fund's shares are less liquid
than shares of funds that trade on a stock exchange. Also, because the common
stock will not be listed on any securities exchange, the Fund is not required,
and does not intend, to hold annual meetings of shareholders.

REPURCHASE OFFERS

The Fund will offer to purchase only a small portion of its shares
each quarter, and there is no guarantee that you will be able to sell all of
your Fund shares that you desire to sell. If a repurchase offer is
oversubscribed by shareholders, the Fund will repurchase only a pro rata portion
of the shares tendered by each shareholder. The potential for pro-ration may
cause some investors to tender more shares for repurchase than they wish to have
repurchased. Moreover, the Fund's repurchase policy may have the effect of
decreasing the size of the Fund. This may force the Fund to sell assets it would
not otherwise sell. It may also reduce the investment opportunities available to
the Fund and cause its expense ratio to increase.

INVESTMENT IN THE TECHNOLOGY INDUSTRY

The Fund plans to invest primarily in the stock of technology
companies. The value of the Fund's shares may be susceptible to factors
affecting technology and technology-related industries and to greater risk and
market fluctuation than an investment in a fund that invests in a broader range
of portfolio securities. The specific risks faced by technology companies
include:

o rapidly changing technologies and products that may quickly become
obsolete

o exposure to a high degree of government regulation, making these
companies susceptible to changes in government policy and failures to
secure regulatory approvals

o cyclical patterns in information technology spending which may result
in inventory write-offs o scarcity of management, engineering and
marketing personnel with appropriate technological training

o the possibility of lawsuits related to technological patents

o changing investor sentiments and preferences with regard to technology
sector investments (which are generally perceived as risky)

INVESTMENTS IN SMALL COMPANIES

The Fund plans to invest primarily in the stock of small and
medium-sized companies. These investments may present greater opportunity for
growth, but there are specific risks associated with investments in small
companies, which include:

o poor corporate performance due to less experienced management, limited
product lines, undeveloped markets and/or limited financial resources

<PAGE>

o due to shorter operating histories, less publicly available information
and little or no research by the investment community

o reduced or zero liquidity due to small market capitalization and
absence of exchange listing or dealers willing to make a market

o increased share price volatility due to the fact that, in periods of
investor uncertainty, investor sentiment may favor large, well-known
companies over small, lesser-known companies

o reliance, in many cases, on one or two key individuals for management

INVESTMENTS IN VENTURE CAPITAL COMPANIES

The Fund may invest a substantial portion of its assets in
securities of unseasoned venture capital companies, which present all the risks
of investment in small companies described above plus certain additional risks.
Venture capital companies represent highly speculative investments by the Fund.
The Fund's ability to realize value from an investment in a venture capital
company is to a large degree dependent upon successful completion of the
company's initial public offering or sale to another company, which may not
occur for a period of several years after the date of the Fund's investment, if
ever. There can be no assurance that any of the venture capital companies in
which the Fund invests will complete their public offerings or private sales,
or, if they do, the timing and values of such offerings or sales. The Fund may
also lose all or part of its entire investment if these companies fail or their
product lines fail to achieve an adequate level of market recognition or
acceptance. Some companies may depend upon managerial assistance or financing
provided by their investors. The Fund does not intend to provide any such
managerial assistance and will not generally provide additional financing to the
companies in which it invests. Therefore, the value of its investments may
depend upon the quality of managerial assistance provided by other investors and
their ability and willingness to provide financial support.

Depending on the specific facts and circumstances of a venture
capital investment, there may not be a reasonable basis to revalue it for a
substantial period of time after the Fund's investment. If a venture capital
company does not complete an initial public offering within the anticipated time
frame of up to three years from the date of the Fund's investment, or enter into
a transaction whereby its shares are exchanged for shares of a public company,
there may never be a public market benchmark for valuing the investment. The
Fund's net asset value per share may change substantially in a short time as a
result of developments at the companies in which the Fund invests. Changes in
the Fund's net asset value may be more pronounced and more rapid than with other
funds because of the Fund's emphasis on venture capital companies that are not
publicly traded. The Fund's net asset value per share may change materially from
day to day, including during the time between the date a repurchase offer is
mailed and the due date for tendering shares, and during the period immediately
after a repurchase is completed.

INVESTMENTS IN VENTURE CAPITAL FUNDS

Venture capital funds involve all the risks of investing in small
companies described in this prospectus, plus certain additional risks. In
particular, the Fund must rely upon the judgment of the general partner or other
manager of a venture capital fund in selecting the companies in which the
venture capital fund invests and in deciding when to sell its investments. A
venture capital fund may employ a high degree of leverage, which can magnify any
losses incurred by its investors, including the Fund. A venture capital fund may
also be required to pay management fees and/or performance fees to its general
partner or manager, which can reduce the return to investors, including the
Fund. The Fund may also pay certain costs of evaluating each venture capital
investment, including fees of outside legal counsel, which may reduce the Fund's
return. Investments in venture capital funds may be highly illiquid. The Fund
may not be able to dispose of a venture capital holding when it wishes to, or
may be able to do so only at a disadvantageous price.

CONCENTRATION; NON-DIVERSIFIED STATUS

Where your portfolio is concentrated in securities of a small number
of companies or in securities of companies in single industry, the risk of any
investment decision is increased. The assets of the Fund will consist almost
entirely of companies within or related to various sectors of the technology
industry. Seligman will seek to reduce the company-specific risk, as opposed to
sector-specific risk, of the Fund's portfolio by investing in more than one
company in a particular sector, but this may not always be practicable.

The Fund is classified as a "non-diversified" management investment
company under the Investment Company Act of 1940 (the "1940 Act"). This means
that the Fund may invest a greater portion of its assets in a limited number of
issuers than would be the case if the Fund were classified as a "diversified"
management investment company. Accordingly, the Fund may be subject to greater
risk with respect to its portfolio

<PAGE>

securities than a "diversified" fund because changes in the financial condition
or market assessment of a single issuer may cause greater fluctuation in the net
asset value of the Fund's shares.

RESTRICTED AND ILLIQUID SECURITIES

The Fund intends to invest a substantial portion of its assets in
restricted securities and other investments which are illiquid. Restricted
securities are securities that may not be resold to the public without an
effective registration statement under the Securities Act of 1933 or, if they
are unregistered, may be sold only in a privately negotiated transaction or
pursuant to an exemption from registration.

Restricted and other illiquid investments involve the risk that the
securities will not be able to be sold at the time desired by Seligman or at
prices approximating the value at which the Fund is carrying the securities on
its books.

INVESTMENTS IN FOREIGN SECURITIES

The Fund plans to invest in the securities of foreign technology
companies. Investments in foreign securities face specific risks, which include:

o unfavorable changes in currency rates and exchange control regulations
o restrictions on, and costs associated with, the exchange of currencies
and the repatriation of capital invested abroad
o reduced availability of information regarding foreign companies
o foreign companies may be subject to different accounting, auditing and
financial standards and to less stringent reporting standards and
requirements
o reduced liquidity as a result of inadequate trading volume and
government-imposed trading restrictions
o the difficulty in obtaining or enforcing a judgment abroad
o increased market risk due to regional economic and political
instability
o increased brokerage commissions and custody fees
o securities markets which are subject to a lesser degree of supervision
and regulation by competent authorities
o foreign withholding taxes
o the threat of nationalization and expropriation

BORROWING

The Fund is authorized to borrow money in an amount up to 5% of its
total assets (giving effect to the amount borrowed) in order to meet repurchase
requests, for other cash management purposes and to fund the purchase of
portfolio securities for a period of not longer than 30 days. The Fund may not
purchase additional portfolio securities at any time that borrowings exceed 5%
of its total assets. The Fund is not authorized to use borrowings for long-term
financial leverage purposes. The rights of any lenders to the Fund to receive
payments of interest or repayments of principal will be senior to those of the
holders of the Fund's shares, and the terms of any borrowings may contain
provisions that limit certain activities of the Fund, including the payment of
dividends (if any) to holders of shares. Interest payments and fees incurred in
connection with borrowings will increase the Fund's expense ratio and will
reduce any income the Fund otherwise has available for the payment of dividends.

USE OF DERIVATIVES FOR HEDGING PURPOSES

The Fund may use derivative instruments to hedge portfolio risk and for
cash management purposes. Investing in derivative investments involves numerous
risks. For example,

o The underlying investment or security might not perform in the manner
that Seligman expects it to perform. This could make the effort to
hedge unsuccessful.

o The company issuing the instrument may be unable to pay the amount due
on the maturity of the instrument.

o Certain derivative investments held by the Fund may trade only in the
over-the-counter markets or not at all, and can be illiquid.

o Derivatives may change rapidly in value because of their inherent
leverage.

<PAGE>

All of this can mean that the Fund's net asset value may change more often and
to a greater degree than it otherwise would. The Fund has no obligation to enter
into any hedging transactions.

LENDING OF SECURITIES

Although the Fund will receive collateral in connection with all loans
of portfolio securities, and such collateral will be marked to market, the Fund
will be exposed to the risk of loss should a borrower default on its obligation
to return the borrowed securities. For example, loaned securities may have
appreciated beyond the value of the collateral held by the Fund at the time of a
default. In addition, the Fund will bear the risk of loss on any collateral that
it chooses to invest.

YEAR 2000

As the millennium approaches, investment companies, financial and
business organizations, and individuals could be adversely affected if their
computer systems do not properly process and calculate date-related information
and data on and after January 1, 2000. Like other investment companies, the Fund
relies upon service providers and their computer systems for its day-to-day
operations. Many of the Fund's service providers in turn depend upon the
computer systems of their vendors. Seligman and the Fund's shareholder service
agent, Seligman Data Corp. ("SDC"), have established a year 2000 project team.
The team's purpose is to assess the state of readiness of Seligman and SDC and
the Fund's other service providers and vendors. The team is comprised of several
information technology and business professionals as well as outside
consultants. The project manager of the team reports directly to the
administrative committee of Seligman. The project manager and other members of
the team also report to the board of directors of the Fund and its audit
committee.

The team has identified the service providers and vendors who furnish
critical services or software systems to the Fund, including securities firms
that execute portfolio transactions for the Fund and firms responsible for
shareholder account recordkeeping. The team is working with these critical
service providers and vendors to evaluate the impact year 2000 issues may have
on their ability to provide uninterrupted services to the Fund. The team will
assess the feasibility of their year 2000 plans. The team continues to update
its year 2000 contingency plans -- recovery efforts the team will employ in the
event that year 2000 issues adversely affect the Fund.

The Fund anticipates that the team will implement all significant
components of the team's year 2000 plans by mid-1999, including appropriate
testing of critical systems and receipt of satisfactory assurances from critical
service providers and vendors regarding their year 2000 compliance. The Fund
believes that the critical systems on which it relies will function properly on
and after the year 2000, but this is not guaranteed. If these systems do not
function properly, or the Fund's critical service providers are not successful
in implementing their year 2000 plans, the Fund's operations may be adversely
affected, including pricing, securities trading and settlement, and the
provision of shareholder services.

In addition, the Fund may hold securities of issuers whose underlying
business leaves them susceptible to year 2000 issues. The Fund may also hold
securities issued by governmental or quasi-governmental issuers, which, like
other organizations, are also susceptible to year 2000 concerns. Year 2000
issues may affect an issuer's operations, creditworthiness and ability to make
timely payment on any indebtedness and could have an adverse impact on the value
of its securities. If the Fund holds these securities, the Fund's performance
could be negatively affected. Seligman seeks to identify an issuer's state of
year 2000 readiness as part of the research it employs. However, the perception
of an issuer's year 2000 preparedness is only one of the many factors considered
in determining whether to buy, sell, or continue to hold a security. Information
provided by issuers concerning their state of readiness may or may not be
accurate or readily available. Further, the Fund may be adversely affected if
the exchanges, markets, depositories, clearing agencies, or government or third
parties responsible for infrastructure needs do not address their year 2000
issues in a satisfactory manner. The Fund may invest in securities of non-US
issuers. It may be more difficult to assess the preparedness of such issuers for
year 2000 than it is in the case of US issuers because there may be less
information available about their systems and about procedures they have
followed to address technical problems. In addition, non-US issuers may be
dependent upon foreign governments and governmental agencies for essential
services that may be disrupted if those governments and agencies are not
themselves prepared for year 2000. Such disruptions could have an adverse effect
on the business of non-US issuers and thus on the value of their securities.

<PAGE>

SDC has informed the Fund that it does not expect the cost of its
services to increase materially as a result of the modifications to its computer
systems necessary to prepare for the year 2000. The Fund will not pay to
remediate the systems of Seligman or directly bear the costs to remediate the
systems of any other service provider or vendor, other than SDC.

USE OF PROCEEDS

The net proceeds of the initial offering are estimated to be $ o after
payment of sales charges to selected brokers and dealers, and organizational and
offering expenses estimated to be $500,000 payable by the Fund. The net proceeds
of this offering will be invested in accordance with the Fund's investment
objective and principal strategies as soon as practicable after the closing of
this offering. Based on current market conditions, Seligman expects the Fund
will be fully invested within one year. This lengthy investment period reflects
the fact that: (i) the Fund plans to spend considerable time researching
prospective investments; and (ii) the companies in which the Fund plans to
invest will be primarily small to medium-sized technology companies which may
have limited amounts of outstanding securities available for purchase. The Fund
plans to minimize the positive impact its purchases of securities will have on
the price of these securities by purchasing the securities over a period of
time. Pending the full investment of the proceeds of the offering in equity
securities of technology companies, the proceeds of the offering will be
invested in short-term, high quality debt securities. Organizational expenses
will be borne by investors in the initial offering; investors in any subsequent
continuous offering will not bear any organizational expenses.

<PAGE>

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

LONG-TERM CAPITAL APPRECIATION

The Fund's investment objective is to seek long-term capital
appreciation. Income is not an objective. There can be no assurance that the
Fund will achieve its investment objective.

INVESTMENT IN EQUITY SECURITIES OF TECHNOLOGY COMPANIES

The Fund proposes to achieve its objective by investing at least 65%
of its total assets in equity securities of U.S. and non-U.S. companies
considered by the Fund's investment manager to rely significantly on
technological events or advances in their product development or operations. The
companies in which the Fund plans to invest may operate in any of the following
or similar fields: computer software, computer services, computer hardware,
semiconductors, communications and telecommunications, the Internet, consumer
electronics, biomedics and pharmaceuticals. The Fund may invest in companies of
any size, but generally expects to invest at least 65% of its assets in small
and medium-sized companies. In current market conditions, the Fund considers
small and medium-sized companies to be those with market capitalizations, at
time of purchase by the Fund, of a little as $10 million and as much as $10
billion. The Fund's definition of small and medium-sized companies may be
changed in light of market developments.

The Fund anticipates that it will invest primarily in common stocks.
The Fund may also invest in securities convertible into or exchangeable for
common stocks, rights and warrants to purchase common stocks and depository
receipts representing an ownership interest in equity securities. The Fund
considers all of these securities equity securities for purposes of its
investment strategies. The Fund may also invest in non-convertible debt
securities or preferred stocks believed to provide opportunities for capital
gain.

The Fund may invest up to 35% of its total assets in equity
securities of privately owned technology companies that plan to conduct an
initial public offering, or IPO, within a period of several months to three
years. These are referred to as venture capital companies. There will be no
public market for the shares of a venture capital company at the time of the
Fund's investment, and there can be no assurance that a planned IPO will be
completed. The Fund expects to invest in venture capital companies that it
determines to be in the "late-stage" or "pre-IPO" stage of development. The Fund
considers a company to be in the late stage if it has a developed infrastructure
and has commenced earning revenues. The Fund expects that late-stage companies
will undertake an initial public offering within a period of one to three years.
A pre-IPO company is somewhat more developed than a late-stage company. The Fund
expects to be able to acquire equity securities of pre-IPO companies in private
placements within a year prior to their planned initial public offerings.
Late-stage and pre-IPO companies will typically have small market
capitalizations and limited or no liquidity; even after an initial public
offering, liquidity may be limited and the Fund may be subject to contractual
limitations on its ability to sell shares. Of the Fund's venture capital
investments, up to 5% of the Fund's total assets may be invested in securities
of investment funds that invest primarily in venture capital companies. These
investments may involve relatively high fees (the Fund will be indirectly paying
fees to the manager of such investment funds and to Seligman on the same assets)
and a high degree of risk. See "Risk Factors - Venture Capital Funds."

The Fund may invest in securities of non-U.S. issuers. The Fund may
invest directly in foreign securities or it may invest through depositary
receipts, which are certificates issued by a bank or other financial institution
that evidence the right to receive the underlying foreign security. Investments
in non-US securities involve certain risks in addition to those of technology
companies generally. These risks are discussed under "Risk Factors." The Fund
may not invest more than 25% of its total assets in non-US securities, but this
limit does not apply to investments in depositary receipts.

INVESTMENT RATIONALE

The speed and magnitude of technological innovation has frequently been
underestimated. The pace of technological advancement that began more than 40
years ago with the first commercialization of the computer is accelerating
beyond many people's expectations. Seligman expects this secular trend, largely
driven by the ability of technology to increase productivity, to continue to
evolve well into the next century.

Developments in the computer industry illustrate this trend. In the 1960s
and 1970s, mainframe computers were the dominant technology, but they were
superseded by personal computers in the 1980s and 1990s. This shift in the
dominant technology resulted in significant changes in industry leaders. Some of
the companies that are now at the forefront of mainstream technological
innovation were in the early stages of their development less than 20 years ago.
Seligman believes that there are emerging technology companies today that offer
similar opportunities for appreciation.

The Fund seeks to identify and invest in companies that will provide
tomorrow's technology. Seligman currently believes the greatest growth potential
is found in five areas of technology:

<PAGE>

o Internet and new media. Seligman believes the Internet has the potential
to revolutionize the way people and businesses communicate and interact.
Currently the Internet is widely used only in the United States and Western
Europe. Seligman believes the Internet will continue to expand until it is a
global phenomenon.

o Broadband and fiber optics. Computer processing power currently exceeds
the transmission capacity of the networks that connect computers. Seligman
believes substantial investment will be required in broadband and fiber optic
technology in order to improve the speed of data transmission.

o Digital consumer electronics. Consumer electronics are becoming
increasingly digital to permit the rapid transmission of data. Digital
technology is becoming less expensive than analog and other earlier
technologies, which Seligman believes should result a deeper penetration of
digital products in the marketplace.

o Biometric software. Seligman believes that the ability for the human
body to interact with a computer or a communications device has far-reaching
implications. Heightened security may be made possible as fingerprints and
cornea scans can be used as identification. Doctors may be able to use this
technology to interact with and monitor patients from remote locations.

o Wireless communications and computing. Hand-held devices and cellular
phones enable workers to remain effective when they are away from their desk-top
computers. Wireless communications and computing has the potential for
productivity enhancement for businesses and lifestyle enhancement for consumers.

HEDGING

The Fund may seek to hedge portfolio risk through the use of
financial instruments known as derivatives. A derivative is generally defined as
an instrument whose value is derived from, or based upon, some underlying index,
reference rate (such as interest rates or currency exchange rates), security,
commodity or other asset. The Fund will use a specific type of derivative only
after consideration of, among other things, how the derivative instrument serves
the Fund's investment objective and the risk associated with the instrument. The
Fund may use derivatives only for the purposes of hedging portfolio risk and
cash management.

The Fund may buy or sell put or call options on transferable
securities if these options are traded on options exchanges or over-the-counter
markets with broker-dealers that are reputable financial institutions that
specialize in these types of transactions, that make markets in these options,
or are participants in over-the-counter markets. A put option gives the
purchaser of the option the right to sell, and obligates the writer of the put
option to buy, the underlying security at a stated exercise price at any time
prior to the expiration of the option. Similarly, a call option gives the
purchaser of the option the right to buy, and obligates the writer to the call
option to sell, the underlying security at a stated exercise price at any time
prior to the expiration of the option.

Seligman will consider changes in foreign currency exchange rates in
making investment decisions about non-US securities. As one way of managing
exchange rate risk, the Fund may enter into forward currency exchange contracts
(agreements to purchase or to sell US dollars or non-US currencies at a future
date). A forward contract may help reduce the Fund's losses on securities
denominated in a currency other than US dollars, but it may also reduce the
potential gain on the securities depending on changes in the currency's value
relative to the US dollar.

INVESTMENT CONCENTRATION

As a non-diversified investment company, the Fund faces few
regulatory restrictions on the proportion of its total assets it may invest in
the securities of any one company, or on the proportion of its total assets it
allocates to control interests in companies. However, the Fund does not intend
to invest more than 25% of its total assets in the securities of any one
company. Similarly, the Fund does not intend to invest more than 25% of its
total assets in controlling interests of companies. Market fluctuations could
cause these limits to be exceeded.

BORROWING; USE OF LEVERAGE

<PAGE>

INVESTMENT DECISIONS BASED UPON EXTENSIVE FIRM-LEVEL RESEARCH

The Fund will use a bottom-up stock selection approach. This means
that Seligman will extensively research specific companies in the technology and
technology-related industries to find those companies that Seligman believes
offer the greatest prospects for future growth. In selecting individual
securities, Seligman will look for companies that it believes display or are
expected to display:

o robust growth prospects
o high profit margins or return on capital
o attractive valuation relative to expected earnings or cash flow
o quality management
o unique competitive advantages

CIRCUMSTANCES IN WHICH THE FUND WILL SELL A SECURITY

While it is the policy of the Fund to hold securities for
investment, the Fund will consider selling securities of a company if Seligman's
target price for the security has been reached or if Seligman believes that:

o the company's earnings are disappointing,

o the company's revenue growth has slowed, or

o the company's underlying fundamentals have deteriorated.

The Fund may also be forced to sell securities to meet its quarterly share
repurchase obligation. As a result, the annual portfolio turnover of the Fund
may exceed 100%. A high portfolio turnover rate will increase the Fund's
expenses. On the other hand, the Fund may invest a significant portion of its
assets in venture capital securities having very little liquidity. The Fund may
be forced to retain such assets even in circumstances where the Fund's
investment policies indicate the assets should be sold. See "Risk Factors -
Restricted and Illiquid Securities."

DEFENSIVE MEASURES

The Fund may, from time to time, take temporary defensive positions
that are inconsistent with its principal strategies in seeking to minimize
extreme volatility caused by adverse market, economic, or other conditions. This
could prevent the Fund from achieving its investment objective.

THE FUND MAY CHANGE ITS INVESTMENT STRATEGIES

The Fund may change any of the investment strategies outlined above,
and may change the definition of small and medium-sized companies, if the Fund's
board of directors believes doing so is consistent with the Fund's investment
objective of long-term capital appreciation. The Fund's investment objective is
a fundamental policy and may not be changed without the approval of
shareholders.

<PAGE>

MANAGEMENT OF THE FUND

The board of directors provides broad supervision over the affairs of
the Fund.

J. & W. Seligman & Co. Incorporated, 100 Park Avenue, New York, New
York, 10017, is the manager of the Fund. Seligman is responsible for the Fund's
investments and administers the Fund's business and other affairs.

Seligman has substantial experience in technology investing.
Established in 1864, Seligman currently serves as manager to 19 US registered
investment companies, which offer more than 50 investment portfolios with
approximately $21.8 billion in aggregate assets as of March 31, 1999. Seligman
also provides investment management or advice to institutional or other accounts
having an aggregate value at March 31, 1999 of approximately $8.8 billion.

The Fund will pay a fee to Seligman for its management services at an
annual rate of 2% of the Fund's average daily net assets. The fee is calculated
daily and payable monthly. This management fee is higher than the advisory fees
paid by most U.S. investment companies.

PORTFOLIO MANAGEMENT

The Fund is managed by Seligman's Technology Team, and Mr. Paul H. Wick
and Mr. Storm Boswick are responsible for directing the investments of the Fund.
As of March 31, 1999, Seligman's Technology Team managed approximately $7
billion of public and private securities of technology and related companies,
including the world's largest technology fund, Seligman Communications and
Information Fund, Inc., and the US assets of Seligman Henderson Global
Technology Fund, one of the world's largest global technology funds.

With offices in both Palo Alto, the heart of Silicon Valley, and New
York, the financial capital of the world, Seligman's Technology Team is able to
effectively cover the broad scope of both public and private technology
companies in the world's largest technology market. The team conducts first-hand
research on all companies considered for inclusion in the Fund. The team's
research includes hundreds of on-site visits and one-on-one meetings with
management to assess the quality, prospects and direction of a company.

Mr. Wick is a Vice President of the Fund and has been a Managing
Director of Seligman since January 1995 and a Director of Seligman since
November 1997. He was formerly a Vice President, Investment Officer of Seligman
from April 1993 to November 1997. Mr. Wick joined Seligman in 1987 as an
Associate, Investment Research. He has been Vice President and Portfolio Manager
of Seligman Communications and Information Fund, Inc. since January 1990 and
December 1989, respectively. Mr. Wick is a Vice President of Seligman Henderson
Global Fund Series, Inc., for which he has acted as Co-Portfolio Manager of the
Global Technology Fund since May 1994. Mr. Wick is also Vice President of
Seligman Portfolios, Inc. for which he acts as Portfolio Manager of its Seligman
Communications and Information Portfolio and Co-Portfolio Manager of its
Seligman Henderson Global Technology Portfolio.

Mr. Boswick is also a Vice President of the Fund and has been a
Managing Director of Seligman since January 1999. He was formerly a Vice
President, Investment Officer of Seligman from January 1997 to December 1998.
Mr. Boswick joined Seligman in June 1996 as an Associate, Investment Research.
Prior to joining Seligman, Mr. Boswick was a Financial Analyst, Investment
Research, with Goldman, Sachs & Co. from February 1994 to May 1996.

EXPENSES OF THE FUND

The Fund pays a management fee to Seligman plus all its expenses other
than those assumed by Seligman. These include the shareholder servicing fee,
brokerage commissions, interest on any borrowings by the Fund, fees and expenses
of outside legal counsel (including fees and expenses associated with review of
documentation for prospective venture capital investments by the Fund) and
independent auditors, taxes and governmental fees, custody, expenses of printing
and distributing prospectuses, reports, notices and proxy material, expenses of
printing and filing reports and other documents with government agencies,
expenses of shareholders' meetings, expenses of corporate data processing and
related services, shareholder record keeping and shareholder account services,
fees and disbursements, fees and expenses of directors of the Fund not employed
by Seligman or its affiliates, insurance premiums and extraordinary expenses
such as litigation expenses.

<PAGE>

REPURCHASE OFFERS

The Fund expects that a substantial portion of its investments will
be illiquid and does not intend to maintain a significant cash position. For
this reason, the Fund is structured as a closed-end fund, which means that you
will not have the right to redeem your shares on a daily basis. In addition, the
Fund does not expect any trading market to develop for its shares. As a result,
if you invest in the Fund you will have limited opportunity to sell your shares.

To provide you with a degree of liquidity, and the ability to
receive net asset value on a disposition of your shares, the Fund will make
quarterly offers to repurchase its shares. The repurchase offers will be limited
to a specified percentage of the Fund's outstanding shares. Shares will be
repurchased at their net asset value. The Fund intends to commence the first
quarterly repurchase offer in December 1999 and to complete it in January 2000.
The quarterly offers will be made pursuant to a fundamental policy of the Fund
that may be changed only with the approval of the Fund's shareholders.

THE FUND WILL OFFER TO REPURCHASE 5% OF ITS OUTSTANDING SHARES EACH QUARTER

Each quarter, the Fund will offer to repurchase 5% of the number of
shares outstanding on the date repurchase requests are due. The Fund's board of
directors may establish a larger percentage for any quarterly repurchase offer.
However, the percentage will not be less than 5% or more than 25% of the shares
outstanding on the date repurchase requests are due.

The Fund intends to commence the first quarterly repurchase offer in
December 1999 and to complete it in January 2000. Thereafter, quarterly
repurchase offers will commence each March, June, September and December and
will be completed in the following month.

When a repurchase offer commences, the Fund will send shareholders a
notification of the offer, which will specify, among other things:

o the percentage of shares that the Fund is offering to repurchase.
This will ordinarily be 5%.
o the date on which the a shareholder's repurchase request is due.
This will ordinarily be the second Friday of the following month.
o the date that will be used to determine the Fund's net asset value
applicable to the share repurchase. This is generally expected to
be the day on which requests are due.
o the date by which shareholders will receive the proceeds from
their share sales.
o the net asset value of the common stock of the Fund no more than
seven days prior to the date of the notification.

The Fund intends to send this notification approximately 30 days
before the due date for the repurchase request. In no event will the
notification be sent less than 21 or more than 42 days in advance. Your shares
of the Fund must be held through a selected broker or dealer. Certificated
shares will not be available, and you will not be able to receive repurchase
offers directly from the Fund. Your selected broker or dealer may require
additional time to mail the repurchase offer to you, to process your request,
and to credit your account with the proceeds of any repurchased shares.

THE DUE DATE FOR REPURCHASE REQUESTS IS A DEADLINE THAT WILL BE
STRICTLY OBSERVED. If you or your intermediary fail to submit repurchase
requests in good order by the due date, you will be unable to liquidate your
shares until a subsequent quarter, and you will have to resubmit your request in
that quarter. You may, however, withdraw or change your repurchase request at
any point before the due date.

THE FUND'S FUNDAMENTAL POLICIES WITH RESPECT TO SHARE REPURCHASES

The Fund has adopted the following fundamental policies in relation
to its share repurchases which may only be changed by a majority vote of the
outstanding voting securities of the Fund:

o as stated above, the Fund will make share repurchase offers every
three months, pursuant to Rule 23c-3 under the 1940 Act, as it may
be amended from time to time, commencing December 1999;

o 5% of the Fund's outstanding common stock will be subject to the
repurchase offer, unless the board of directors establishes a
different percentage, which must be between 5% and 25%;

o the repurchase request due dates will be the second Friday of each
January, April, July and October (or the preceding business day if
that day is a holiday); and

<PAGE>

o there will be a maximum 14 day period between the due date for
each repurchase request and the date on which the Fund's net asset
value for that repurchase is determined.

PRO RATA PURCHASES OF SHARES IN THE EVENT OF AN OVERSUBSCRIBED REPURCHASE OFFER

There is no minimum number of shares that must be tendered before
the Fund will honor repurchase requests. However, the percentage determined by
the board of directors for each repurchase offer will set a maximum number of
shares that may be purchased by the Fund. In the event a repurchase offer by the
Fund is oversubscribed, the Fund may, but is not required to, repurchase
additional shares, but only up to a maximum amount of two percent of the
outstanding shares of the Fund. If the Fund determines not to repurchase
additional shares beyond the repurchase offer amount, or if shareholders tender
an amount of shares greater than that which the Fund is entitled to purchase,
the Fund will repurchase the shares tendered on a pro rata basis.

If pro-ration is necessary, the Fund will send a notice of
pro-ration to selected brokers and dealers on the business day following the due
date. The number of shares each investor asked to have repurchased will be
reduced by the same percentage. If any shares that you wish to have repurchased
by the Fund are not repurchased because of pro-ration, you will have to wait
until the next repurchase offer, and your repurchase request will not be given
any priority over other investors' requests. Thus, there is a risk that the Fund
may not purchase all of the shares you wish to sell in a given quarter or in any
subsequent quarter. THERE IS NO ASSURANCE THAT YOU WILL BE ABLE TO SELL AS MANY
OF YOUR SHARES AS YOU DESIRE TO SELL.

The Fund may suspend or postpone a repurchase offer in limited
circumstances, but only with the approval of a majority of the board of
directors, including a majority of independent directors.

DETERMINATION OF REPURCHASE PRICE

The repurchase price payable in respect of a repurchased share will
be equal to the share's net asset value on the date specified in the notice. The
Fund's net asset value per share may change substantially in a short time as a
result of developments at the companies in which the Fund invests. Changes in
the Fund's net asset value may be more pronounced and more rapid than with other
funds because of the Fund's emphasis on small companies and venture capital
companies that are not publicly traded. The Fund's net asset value per share may
change materially between the date a repurchase offer is mailed and the due
date, and it may also change materially shortly after a repurchase is completed.
The method by which the Fund calculates net asset value is discussed under the
caption "Calculation of Net Asset Value."

PAYMENT

The Fund expects to distribute payment for repurchased shares on the
next business day after the net asset value determination date. In any event,
the Fund will pay repurchase proceeds no later than 7 days after the date on
which net asset value for the repurchased shares is determined.

IMPACT OF REPURCHASE POLICIES ON THE LIQUIDITY OF THE FUND

From the time the Fund distributes each repurchase offer
notification until the date on which the net asset value for that repurchase is
determined, the Fund must maintain liquid assets at least equal to the
percentage of its shares subject to the repurchase offer. For this purpose,
liquid assets means assets that may be disposed of in the ordinary course of
business at approximately the price at which they are valued or which mature by
the repurchase payment date. The Fund is also permitted to borrow money to meet
repurchase requests. Borrowing by the Fund involves certain risks for
shareholders. See "Risk Factors - Borrowing."

IN-KIND REPURCHASES

Under normal conditions, the Fund intends to repurchase its shares
for cash. However, the Fund reserves the right to pay for all or a portion of
its repurchased shares with an in-kind distribution of a portion of its
portfolio securities.

CONSEQUENCES OF REPURCHASE OFFERS

The Fund believes that repurchase offers will generally be
beneficial to the Fund's shareholders, and will generally be funded from
available cash or sales of portfolio securities. However, if the Fund borrows to
finance repurchases, interest on that borrowing will increase the Fund's
expenses and will reduce any net

<PAGE>

investment income. To the extent the Fund finances repurchase proceeds by
selling Fund investments, the Fund will hold a larger proportion of its total
assets in highly liquid securities. From time to time commencing at least 30
days after the closing of this offering, the Fund may offer new shares
continuously, which may alleviate these potential consequences, but there is no
assurance that the Fund will be able to secure new investments or raise new
cash.

Repurchase offers provide shareholders with the opportunity to
dispose of shares at net asset value. The Fund does not anticipate that a
secondary market will develop, but in the event that a secondary market were to
develop, it is possible that shares would trade in that market at a discount to
net asset value. The existence of periodic repurchase offers at net asset value
may not alleviate such discount.

Repurchase of the Fund's shares will tend to reduce the number of
outstanding shares and, depending upon the Fund's investment performance and its
ability to sell additional shares in a continuous offering, its net assets. A
reduction in the Fund's net assets will tend to increase the Fund's expense
ratio.

In addition, the repurchase of shares by the Fund will be a taxable
event to shareholders. For a discussion of these tax consequences, see "Taxes."

CALCULATION OF NET ASSET VALUE

The Fund will compute its net asset value on each business day as of
the close of regular business of the New York Stock Exchange, which is currently
4:00 p.m. New York time. Securities owned by the Fund are valued at current
market prices. If reliable market prices are unavailable (e.g., in the case of
the Fund's venture capital investments), securities are valued at fair value as
determined in good faith in accordance with procedures approved by the Fund's
board of directors. Venture capital investments will be valued at cost unless
Seligman determines, pursuant to the Fund's valuation procedures, that such a
valuation is no longer fair or appropriate. Examples of cases where cost may no
longer be appropriate include sales of similar securities to third parties at
different prices, or if a venture capital company in which the Fund has an
investment undertakes an initial public offering. In such situations, the Fund's
investment will be revalued in a manner that Seligman, following procedures
approved by the Board, determines best reflects its fair value. When the Fund
holds securities of a class that has been sold to the public, fair valuation
would often be market value less a discount to reflect contractual or legal
restrictions limiting resale. Fair value represents a good faith approximation
of the value of an asset and will be used where there is no public market or
possibly no market at all for a company's securities. The fair values of one or
more assets may not, in retrospect, be the prices at which those assets could
have been sold during the period in which the particular fair values were used
in determining the Fund's net asset value. As a result, the Fund's issuance or
repurchase of its shares at net asset value at a time when it owns securities
that are valued at fair value may have the effect of diluting or increasing the
economic interest of existing shareholders. All fair value determinations by
Seligman are subject to ratification by the board of directors.

Expenses of the Fund, including Seligman's investment management fee
and the costs of any borrowings, are accrued daily and taken into account for
the purpose of determining net asset value.

The net asset value per share is computed by dividing (i) the net
asset value of the Fund by (ii) the number of shares then outstanding. The net
asset value per share will be rounded up or down to the nearest cent. You may
obtain the Fund's daily net asset value per share by calling (800) 622-4597 or
by visiting Seligman's Internet website (http://www.seligman.com). The Fund also
intends to publish its net asset value once weekly in various financial
periodicals.

CAPITAL STOCK

The Fund is authorized to issue 100 million shares of capital stock,
all of one class called common stock, $0.01 par value. The board of directors is
authorized to classify and reclassify any unissued shares of capital stock from
time to time by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications or
terms or conditions of redemptions of such shares. The board of directors is
also authorized to increase or decrease the number of shares the Fund is
authorized to issue.

<PAGE>

The common stock is entitled to one vote per share at all meetings
of shareholders. The Fund does not intend to hold annual meetings of
shareholders. Common shareholders do not have preemptive, subscription or
conversion rights, and are not liable for further calls or assessments. Common
shareholders are entitled to receive dividends only if and to the extent
declared by the board of directors and only after the board has made provision
for working capital and reserves as it in its sole discretion deems advisable.
Common stock is not available in certificated form, and shares must be held
through a selected broker or dealer.

In general, any action requiring a vote of the holders of the common
stock of the Fund shall be effective if taken or authorized by the affirmative
vote of a majority of the aggregate number of the votes entitled to vote
thereon. Any change in the Fund's fundamental policies may also be authorized by
the vote of two-thirds of the votes present at a shareholders' meeting if the
holders of a majority of the aggregate number of votes entitled to vote are
present or represented by proxy. The Fund's charter requires the affirmative
vote of two-thirds of the aggregate number of votes entitled to be cast to
authorize any of the following actions: (i) a merger or consolidation of the
Fund; (ii) certain sales of all or substantially all of the Fund's assets; (iii)
the liquidation or dissolution of the Fund, unless such action has been approved
by a two-thirds vote of the entire Board of Directors; (iv) the conversion of
the Fund into an open-end fund; (v) an increase in the maximum number of
directors specified in the charter; (vi) the removal of a director; or (vii) an
amendment of the charter to reduce the two-thirds vote required to authorize the
actions listed in this sentence. In addition, the Fund's bylaws provide, among
other things, that: nominations for directors and other stockholder proposals
must be made within specified time frames in advance of an annual or special
meeting of stockholders and must be accompanied by specified information;
special meetings of stockholders may be called at the written request of
stockholders holding not less than 50% of the votes entitled to be cast as such
a meeting; and that only the Board of Directors may amend the Bylaws. Some of
the foregoing could have the effect of delaying, deferring or preventing changes
in control of the Fund.

In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Fund, after payment of all of the liabilities
of the Fund, the common shareholders are entitled to share ratably in all the
remaining assets of the Fund.

DISTRIBUTION POLICY

Dividends will be paid annually on the common stock in amounts
representing substantially all of the net investment income, if any, earned each
year. Payments on the common stock will vary in amount, depending on investment
income received and expenses of operation. It is likely that many of the
companies in which the Fund invests will not pay any dividends, and this,
together with the Fund's relatively high expenses, means that the Fund is
unlikely to have income or pay dividends. The Fund is not a suitable investment
if you require regular dividend income.

Substantially all of any taxable net gain realized on investments
will be paid to common shareholders at least annually.

The net asset value of each share that you own will be reduced by
the amount of the distributions or dividends that you receive from that share.

AUTOMATIC REINVESTMENT PLAN

The automatic reinvestment plan is available for any holder of the
Fund's common stock who wishes to purchase additional shares using dividends
and/or capital gain distributions paid by the Fund. You may elect to:

o reinvest both dividends and capital gain distributions;

o receive dividends in cash and reinvest capital gain distributions;
or

o receive both dividends and capital gain distributions in cash.

Your dividends and capital gain distributions will be reinvested if you do not
instruct otherwise.

<PAGE>

Shares will be issued to you at their net asset value on the
ex-dividend date; there is no sales charge or other charge for reinvestment. You
are free to change your elections at any time by notifying SDC in writing. Your
request must be received by SDC before the record date to be effective for that
dividend or capital gain distribution.

TAXES

The Fund intends to qualify and elect to be treated as a regulated
investment company under the Internal Revenue Code. As a regulated investment
company, the Fund will generally be exempt from federal income taxes on net
investment income and capital gains distributed to shareholders, as long as at
least 90% of the Fund's investment income and net short-term capital gains are
distributed to shareholders each year.

Dividends from net investment income and distributions from net
short-term capital gain are taxable as ordinary income and, to the extent
attributable to dividends received by the Fund from US corporations, may be
eligible for a 70% dividends-received deduction for shareholders that are
corporations. Distributions from net capital gain are taxable as long-term
capital gain, regardless of how long shares in the Fund have been held by the
shareholder, and are not eligible for the dividends-received deduction. The tax
treatment of dividends and capital gain distributions is the same whether you
take them in cash or reinvest them to buy additional Fund shares.

When you sell Fund shares or have shares repurchased by the Fund,
any gain or loss you realize will generally be treated as a long-term capital
gain or loss if you held your shares for more than one year, or as a short-term
capital gain or loss if you held your shares for one year or less. However, if
you sell Fund shares on which a long-term capital gain distribution has been
received and you held the shares for six months or less, any loss you realize
will be treated as a long-term capital loss to the extent that it offsets the
long-term capital gain distribution.

The Fund does not intend to operate so as to be permitted to
"pass-through" to its shareholders credit for foreign taxes if any, payable by
the Fund.

Each January, you will be sent information on the tax status of any
distribution made during the previous calendar year. Because each shareholder's
situation is unique, you should always consult your tax advisor concerning the
effect income taxes may have on your individual investment.

<PAGE>

HOW TO PURCHASE FUND SHARES

INITIAL OFFERING

The Fund is party to a Distribution Agreement with Seligman
Advisors, Inc., its principal underwriter. The Fund is initially offering its
shares through a group of brokers and dealers selected by Seligman Advisors. In
the initial offering the Fund will not raise more than $500 million. Shares of
common stock are offered at $24.25 per share plus a sales charge of up to $0.75
per share payable to the selected broker or dealer who arranges for the sale.
The maximum offering price is $25.00 per share. Reductions in the sales charge
are available depending upon the amount of you purchase:

SALES CHARGE TOTAL OFFERING PRICE
AMOUNT OF PURCHASE PER SHARE PER SHARE
------------------ ------------ --------------------

Under $500,000 $0.75 $25.00
$500,000 but less than $1 million 0.50 24.75
$1 million or more 0.25 24.50

Seligman will pay an additional sales commission from its own resources to each
selected broker or dealer equal to $0.25 for each share sold in the initial
offering by such selected broker or dealer. In addition, the Fund will pay each
selected broker or dealer that is not affiliated with the Fund or Seligman a
shareholder servicing fee at an annual rate of 0.50% of the net asset value of
the outstanding shares owned by customers of such broker or dealer, as described
below.

Seligman has retained PaineWebber Incorporated to provide it with
advice in connection with the structuring and marketing of the initial offering.
Seligman will pay PaineWebber Incorporated a structuring and marketing fee equal
to $0.25 per share in respect of shares purchased in the initial offering.
PaineWebber Incorporated is also participating in the initial offering and will
be paid the sales commissions described above on shares sold by it in the
initial offering.

CONTINUOUS OFFERING

If the Fund raises less than $500 million in the initial offering,
then, not less than 30 days after the closing of the initial offering, the Fund
may commence a continuous offering of its shares through selected brokers and
dealers at a price equal to their net asset value plus a maximum sales charge of
3%. Any such continuous offering, if commenced, may be discontinued when the
Fund's total assets reach $500 million, and may be discontinued at any time. The
Fund may commence other continuous offerings from time to time in the future.
Any such continuous offering, if commenced, may be discontinued at any time
without notice. During any continuous offering of the Fund's shares, shares of
the Fund may be purchased only from selected brokers and dealers.

During any continuous offering, the Fund's shares will be offered at
a price equal to the net asset value per share plus a maximum sales charge of
3%. Reductions in the sales charge will be available as described above under
"Initial Offering." Seligman will pay an additional sales commission to such
selected brokers and dealers equal to 1% of the net asset value of each share
sold. The price will be determined based upon the net asset value next
calculated after Seligman Advisors accepts your request. Purchase orders
received by a selected broker or dealer by the close of regular business on the
New York Stock Exchange, currently 4:00 p.m., New York time, including orders
received after the close of regular business on the previous day, and accepted
by Seligman Advisors before 5:00 p.m., New York time, on the same day will be
executed at the net asset value per share calculated as of the close of business
on the NYSE on that day. If your purchase order is received after the times
indicated above, your order will be executed at the net asset value per share
calculated as of the close of business on the NYSE the next business day.

SHAREHOLDER SERVICING FEE

The Fund may pay selected brokers and dealers that are not
affiliates of the Fund or Seligman a shareholder servicing fee to compensate
them for providing shareholder services and the maintenance of accounts. These
services include providing information and responding to shareholder questions
about the structure of the Fund, the availability of shares in any continuous
offering, and repurchase offers. The shareholder service fee is payable
quarterly at an annual rate of 0.50% of the value of the outstanding shares
owned by customers of such broker or dealer. This fee is accrued daily as an
expense of the Fund.

<PAGE>

OPENING AN ACCOUNT WITH THE FUND

To make an investment in the Fund, contact your financial advisor.
Accounts may be opened only through selected brokers and dealers. Shares are not
available in certificated form.

The required minimum initial investment in the Fund is $10,000.
Additional investments during a continuous offering, if any, must be at least
$1,000.

SALES AT NET ASSET VALUE

The following persons are eligible to purchase shares of the Fund at
net asset value, without payment of the front-end sales charge: directors of the
Fund and directors/trustees of other funds managed by Seligman; employees of
Seligman, its subsidiaries and Seligman Data Corp.; employees of selected
brokers and dealers that offer the Fund; and those partners and employees of
outside legal counsel to the Fund or its directors who regularly provide advice
and services to the Fund, to other funds managed by Seligman, or to their
directors. Such persons are not required to hold their shares through a selected
broker or dealer.

GENERAL INFORMATION

DESCRIPTION OF THE FUND

The Fund is registered under the Investment Company Act of 1940 as a
closed-end, non-diversified management investment company. The Fund was
incorporated under the laws of the State of Maryland on May 19, 1999 and has no
operating history. The Fund's office is located at 100 Park Avenue, New York,
New York 10017 and its telephone number is (212) 850-1864. Investment advisory
services are provided to the Fund by J. & W. Seligman & Co. Incorporated. The
Fund acts as its own transfer agent.

CONFLICTS OF INTEREST

It is expected that the Fund will have transactions in the ordinary
course of business with firms and companies of which one or more directors and
officers is a director and/or officer of the Fund.

TABLE OF CONTENTS OF SAI

Additional Investment Policies....................................... B-2
Directors and Officers............................................... B-7
Investment Advisory and Other Services............................... B-9
Experts.............................................................. B-10
Custodian, Stockholder Service Agent and Dividend Paying Agent....... B-10
Principal Underwriter Following Initial Public Offering.............. B-10
Brokerage Commissions................................................ B-10
Appendix A

<PAGE>

UNTIL o, 1999 (25 CALENDAR DAYS --------------------
AFTER THE COMMENCEMENT OF THE
OFFERING), ALL DEALERS EFFECTING
TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN
THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS DELIVERY SELIGMAN
REQUIREMENT IS IN ADDITION TO THE NEW TECHNOLOGIES FUND, INC.
DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS. --------------------

SELIGMAN
NEW TECHNOLOGIES FUND, INC. A MANAGEMENT TYPE
100 Park Avenue NON-DIVERSIFIED, CLOSED-END
New York, New York 10017 INVESTMENT COMPANY

INVESTMENT MANAGER
J. & W. Seligman & Co. --------------------
Incorporated
100 Park Avenue
New York, New York 10017

COMMON STOCK
SHAREHOLDER SERVICE AGENT ($0.01 PAR VALUE)
Seligman Data Corp.
100 Park Avenue
New York, New York 10017
--------------------

PORTFOLIO SECURITIES CUSTODIAN
Investors Fiduciary Trust Company
801 Pennsylvania
Kansas City, Missouri 64105

GENERAL COUNSEL
Sullivan & Cromwell PROSPECTUS
125 Broad Street
New York, New York 10004 July o , 1999