SELIGMAN NEW TECHNOLOGIES FUND INC, N-2/A, 1999-07-21

SELIGMAN NEW TECHNOLOGIES FUND INC
N-2/A, 1999-07-21

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(AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 1999)

SECURITIES ACT FILE NO. 333-79083
INVESTMENT COMPANY ACT FILE NO. 811-09353
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
PRE-EFFECTIVE AMENDMENT NO. 2 |X|

POST-EFFECTIVE AMENDMENT NO. |_|

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
AMENDMENT NO. 2 |X|

------------------
SELIGMAN NEW TECHNOLOGIES FUND, INC.
(Exact Name of Registrant as Specified in its Charter)

C/O J. & W. SELIGMAN & CO. INCORPORATED
100 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (212) 850-1864 or
toll-free (800) 221-2450

THOMAS G. ROSE, TREASURER
100 PARK AVENUE
NEW YORK, NEW YORK 10017
(Name and Address of Agent for Service)

COPIES TO:

Donald R. Crawshaw, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
------------------

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box. |X|

It is proposed that this filing will become effective when declared effective
pursuant to section 8(c).

If appropriate, check the following box:

|_| This [post-effective] amendment designates a new effective date for a
previously filed [post-effective amendment] [registration statement].

|_| This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is - ______.

------------------

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
================================================================================
TITLE OF SECURITIES PROPOSED MAXIMUM AMOUNT OF
BEING REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE

Common Stock, par value $650,000,000 $180,700 (1)
$0.01 per share

================================================================================

(1) The Registrant has previously paid $55,600 of this registration fee.

================================================================================
<PAGE>

CROSS REFERENCE SHEET
PARTS A AND B OF PROSPECTUS

ITEM
NO. CAPTION LOCATION IN PROSPECTUS
- ---- ------- ----------------------
<S> <C> <C>

1. Outside Front Cover Page...................... Outside Front Cover Page
2. Inside Front and Outside
Back Cover Page............................... Inside Front and Outside Back Cover Page
3. Fee Table and Synopsis........................ Summary of Fund Expenses
4. Financial Highlights.......................... Not Applicable
5. Plan of Distribution.......................... Outside Front Cover Page; How to Purchase Fund
Shares

6. Selling Shareholders......................... Not Applicable

7. Use of Proceeds............................... Use of Proceeds
8. General Description of the Registrant......... Outside Front Cover Page; Investment Objective
and Principal Strategies; Risk Factors; General
Information

9. Management.................................... Management of the Fund; Use of Proceeds
10. Capital Stock, Long-Term Debt, and
Other Securities.............................. Capital Stock; Distribution Policy

11. Defaults and Arrears on Senior Securities Not Applicable
12. Legal Proceedings............................. Not Applicable
13. Table of Contents of the Statement of Table of Contents of Statement of Additional
Additional Information........................ Information

14. Cover Page of SAI............................. Cover Page (SAI)

15. Table of Contents of SAI...................... Table of Contents (SAI)

16. General Information and History............... Appendix A (SAI)
17. Investment Objective and Policies............. Additional Investment Policies (SAI)
18. Management.................................... Directors and Officers (SAI); Investment Advisory
and Other Services (SAI)
19. Control Persons and
Principal Holders of Securities............... Not Applicable
20. Investment Advisory and Other Services........ Investment Advisory and Other Services (SAI)
21. Brokerage Allocation and Other Practices...... Brokerage Commissions (SAI)
22. Tax Status.................................... Not Applicable

23. Financial Statements.......................... Financial Statements (SAI)

</TABLE>
<PAGE>

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.

SUBJECT TO COMPLETION, DATED JULY 21, 1999

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, production 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 from the time the Fund makes its investment. 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 intends to raise approximately $500 million of net proceeds in
its initial offering. The minimum investment in this offering is $10,000. 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., The Fund's principal
underwriter and 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 $836,000 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 incorporated
by reference into this prospectus in its entirety. The table of contents of the
SAI appears on page 18 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 o, 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 ..................................................... 15
Taxes ................................................................... 15
How to Purchase Fund Shares ............................................. 16
General Information ..................................................... 18
Table of Contents of SAI ................................................ 18

----------

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.

<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 seek
PRINCIPAL STRATEGIES 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, production
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 from the time the Fund makes
its investment. 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

iii
<PAGE>

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.

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
June 30, 1999, Seligman's Technology Team managed
approximately $7.5 billion of public and $47.5
million of private securities of technology and
related companies, including the world's largest
technology fund, Seligman Communications and
Information Fund, Inc., and the U.S. 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 intends to raise
approximately $500 million of net proceeds. The
Fund is initially offering its shares through a
group of brokers and dealers selected by Seligman
Advisors. 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

<PAGE>

additional commission to the selected brokers and
dealers from its own resources 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
from its own resources equal to 1% of the net
asset value of shares purchased during any
continuous offering. See "How to Purchase Fund
Shares."

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 The Fund has been organized as a closed-end
STRUCTURE; LIMITED management investment company. Closed-end funds
LIQUIDITY 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

<PAGE>

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 the Fund 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 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."

<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% of its average daily net assets 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 $500 million at the closing of the initial
public offering and organizational and offering expenses payable by the Fund
estimated to be $836,000. For a more complete description of the various costs
and expenses of the Fund, 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 U.S. 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 Investment 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 managers 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. In addition, Seligman and the Fund's portfolio
managers have less experience in venture capital investing than they have in
investing in public companies.

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 Fund's board of directors) of
its outstanding shares of common stock 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)

2
<PAGE>

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
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 the sale of the venture capital company 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 public
offerings or be sold, or, if such events occur, as to 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. Venture capital investing is a highly specialized
field, and Seligman and the Fund's portfolio managers have less experience in
venture capital investing than they have in investing in public companies. In
addition, there can be no assurance that the Fund will be able to identify a
sufficient number of desirable venture capital investments.

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

<PAGE>

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. A venture capital 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 fund holding
when it wishes to, or may be able to do so only at a disadvantageous price.

CONCENTRATION; NON-DIVERSIFIED STATUS

Where a 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 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 the Fund 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:

<PAGE>

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.

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.

<PAGE>

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 has
assessed, and will continue to assess, the status of their year 2000 readiness.
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 team has confirmed that it has implemented all significant
components of its year 2000 plans, 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-U.S.
issuers. It may be more difficult to assess the preparedness of such issuers for
year 2000 than it is in the case of U.S. issuers because there may be less
information available about their systems and about procedures

<PAGE>

they have followed to address technical problems. In addition, non-U.S. 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-U.S. issuers and thus on the value of their
securities.

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 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. In addition, up to 10% of
the Fund's assets may be invested temporarily in shares of exchange-traded funds
that seek to track the performance of technology or other stock market indices.
The Fund will pay organizational and offering expenses estimated to be $836,000
from the proceeds of the initial offering. Such expenses will therefore be borne
by investors in the initial offering. Investors in any subsequent continuous
offering may not bear any organizational or offering 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, production 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 the
time of purchase by the Fund, of as little as $10 million and as much as $10
billion. The Fund's definition of small and medium-sized companies may change 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 from the time
the Fund makes its investment. 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." During the initial investment period, the Fund may invest up to
10% of its total assets in shares of exchange-traded funds that seek to track
technology or other stock indices. Such funds pay certain fees and expenses, and
these will be indirectly borne by the Fund and its shareholders.

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-U.S. 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-U.S. securities, but
this limit does not apply to investments in depositary receipts.

The limitations on the percentage of the Fund's assets that may be
invested in securities of venture capital companies, venture capital funds and
securities of non-U.S. issuers apply at the time of investment by the Fund. The
Fund will not be required to reduce its investments in these securities if a
percentage limit is exceeded as a result of changes in the value of the Fund's
portfolio securities.

<PAGE>

However, the Fund may not purchase additional securities that are subject to a
percentage limitation at any time when the limitation is met or exceeded.

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:

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
to hedge against adverse movements in the prices of securities held in the
fund's portfolio. The Fund may buy or sell these options if they are traded on
options exchanges or over-the-counter markets and will enter into transactions
only 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

<PAGE>

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-U.S. securities. As one way of managing
exchange rate risk, the Fund may enter into forward currency exchange contracts
(agreements to purchase or to sell U.S. dollars or non-U.S. currencies at a
future date). A forward contract may help reduce the Fund's losses on securities
denominated in a currency other than U.S. dollars, but it may also reduce the
potential gain on the securities depending on changes in the currency's value
relative to the U.S. dollar. See "Additional Investment Policies - Other
Operating Policies - Foreign Currency Transactions" in the SAI.

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

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. Borrowing by the Fund involves certain risks for
shareholders. The board of directors of the Fund may modify the Fund's policies
with respect to borrowing, including the percentage limitations, the purposes of
borrowings and the length of time that portfolio securities purchased with
borrowed money may be held by the Fund. Management of the Fund has no current
intention of requesting any such modifications. See "Risk Factors - Borrowing"
and "Additional Investment Policies - Fundamental Policies" in the SAI.

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

<PAGE>

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.

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.

Established in 1864, Seligman currently serves as manager to 19 U.S. registered
investment companies, which offer more than 50 investment portfolios with
approximately $22.3 billion in aggregate assets as of June 30, 1999. Seligman
also provides investment management or advice to institutional or other accounts
having an aggregate value at June 30, 1999 of approximately $10.6 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

Seligman has substantial experience in technology investing. 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 June
30, 1999, Seligman's Technology Team managed approximately $7.5 billion of
public and $47.5 million of private securities of technology and related
companies, including the world's largest technology fund, Seligman
Communications and Information Fund, Inc., and the U.S. 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,

<PAGE>

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. The expenses of the Fund 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.

SDC, the Fund's shareholder service agent, provides shareholder account
services to the Fund at cost.

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.

<PAGE>

When a repurchase offer commences, the Fund will send a notification of
the offer to shareholders via their financial intermediaries. The notification
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 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 your intermediary fails to submit your repurchase request
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 should be sure to advise your intermediary of your intentions in a
timely manner. You may 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 New York Stock Exchange holiday); and

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

<PAGE>

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. IN ANTICIPATION OF THE POSSIBILITY OF PRO-RATION, SOME
SHAREHOLDERS MAY TENDER MORE SHARES THAN THEY WISH TO HAVE REPURCHASED IN A
PARTICULAR QUARTER, THEREBY INCREASING THE LIKELIHOOD OF PRO-RATION. 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 repurchase shares on the next business day after
the net asset value determination date. Proceeds will be distributed to
intermediaries as specified in the repurchase offer notification, usually on the
third business day after repurchase. In any event, the Fund will pay repurchase
proceeds no later than seven days after the net asset value determination date.

IMPACT OF REPURCHASE POLICIES ON THE LIQUIDITY OF THE FUND

From the time the Fund distributes each repurchase offer notification
until the net asset value determination date, 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 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.

<PAGE>

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 generally
4:00 p.m. New York time. Securities owned by the Fund will be valued at current
market prices. If reliable market prices are unavailable (e.g., in the case of
the Fund's venture capital investments), securities will be 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 fair value,
which will be 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 of directors, 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

<PAGE>

shares. The board of directors is also authorized to increase or decrease the
number of shares the Fund is authorized to issue.

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 at such
a meeting; and 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 capital 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.

<PAGE>

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 your broker or dealer otherwise.

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 election at any time by contacting your broker or
dealer, who will inform the Fund. Your request must be received by the Fund
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 U.S. 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. Seligman Advisors, which is a subsidiary of,
and shares the same address as, the Fund's investment manager, Seligman, is
offering the Fund's shares on a best efforts basis. This offering will be made
through a group of brokers and dealers selected by Seligman Advisors. In the
initial offering the Fund intends to raise approximately $500 million of net
proceeds. 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 the sale. The maximum offering price is $25.00 per share. Reductions in
the sales charge are available depending upon the amount of your 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

The Fund must receive your payment for shares purchased in the initial
public offering by July 30, 1999, unless the offering is extended by Seligman
Advisors. You should consult with your broker or dealer to ensure that this
deadline is met.

The Fund will have the sole right to accept orders to purchase shares
and reserves the right to reject any order in whole or in part.

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 of the initial offering. Seligman will
pay PaineWebber Incorporated a structuring fee of approximately $5 million.
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.

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. Neither Seligman Advisors, nor any
broker or dealer selected by Seligman Advisors to participate in the initial
offering of the Fund's shares, intends to make a market in the Fund's shares.

The Fund has agreed to indemnify Seligman Advisors, and Seligman
Advisors has agreed to indemnify each selected broker and dealer, against
certain liabilities, including liabilities under the Securities Act of 1933.

CONTINUOUS OFFERING

If the Fund raises net proceeds of 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.

<PAGE>

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.

If the Fund commences a continuous offering, reductions in the sales
charge may also be available depending upon the total cost of the shares you
purchase. A right of accumulation may allow you to combine the total cost of the
shares you purchase in the initial offering and in any future continuous
offerings to permit you to have the benefit, if you qualify, of a reduced sales
charge for your then current share purchase. However, the total cost of the
shares owned by you will only be taken into account in orders placed through a
broker or dealer if you notify your broker or dealer that you wish to take
advantage of the right of accumulation and provide sufficient information to
permit confirmation of the total cost of the shares of the Fund you own at the
time that the subsequent purchase is made.

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.

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. Shares may be transferred to an account at
another broker or dealer only if the broker or dealer has entered into an
agreement with Seligman Advisors relating to shares of the Fund.

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, and may hold
shares directly with the Fund: present and retired directors, trustees and
employees (and their respective spouses) of the Fund, the other investment
companies in the Seligman Group, Seligman, its subsidiaries and SDC
(collectively, "Seligman Investors"); 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.

Sales of the Fund at net asset value may also be made to employees of
selected brokers and dealers that offer shares of the Fund and to family members
of Seligman Investors. Family members include lineal descendants and ancestors,
siblings (and their spouses and children) and any company or organization
controlled by any of the foregoing.

During the period between the date of this Prospectus and September 30,
1999, employees of Seligman, its subsidiaries and SDC may purchase shares of the
Fund through an IRA sponsored by Seligman at the Fund's then current net asset
value.

<PAGE>

During the period between the date of this Prospectus and September 30,
1999, employees (and their spouses) of Seligman, its subsidiaries and SDC may
purchase shares of the Fund through an IRA sponsored by Seligman at the Fund's
then current net asset value.

GENERAL INFORMATION

The Fund is registered under the 1940 Act 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.

TABLE OF CONTENTS OF SAI

Additional Investment Policies........................................ B-2
Directors and Officers................................................ B-7

Investment Advisory and Other Services................................ B-12
Experts............................................................... B-12
Custodian, Stockholder Service Agent and Dividend Paying Agent........ B-12
Principal Underwriter Following Initial Public Offering............... B-13
Brokerage Commissions................................................. B-13
Financial Statements.................................................. B-13

Appendix A

<PAGE>

[back cover of prospectus]

S E L I G M A N
NEW TECHNOLOGIES FUND, INC.

100 Park Avenue New York, New York 10017

A Management Type
Non-Diversified, Closed-End
Investment Company

-----------------------------

COMMON STOCK
($0.01 PAR VALUE)

-----------------------------

PROSPECTUS

<PAGE>

JULY o, 1999

Until October o, 1999 (90 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 requirement is in addition to the obligation of the selected brokers
and dealers to deliver a prospectus in connection with each sale made pursuant
to this offering.

INVESTMENT MANAGER SHAREHOLDER SERVICE AGENT
J. & W. Seligman & co. Seligman Data Corp.
Incorporated 100 Park Avenue
100 Park Avenue New York, New York 10017
New York, New York 10017

PORTFOLIO SECURITIES CUSTODIAN GENERAL COUNSEL
Investors Fiduciary Trust Company Sullivan & Cromwell
801 Pennsylvania 125 Broad Street
Kansas City, Missouri 64105 New York, New York 10004

SELIGMAN NEW TECHNOLOGIES FUND, INC.

JULY o, 1999

STATEMENT OF ADDITIONAL INFORMATION

100 Park Avenue
New York, New York 10017

(212) 850-1864
Toll-free (800) 221-2450

THIS STATEMENT OF ADDITIONAL INFORMATION ("SAI") IS NOT A PROSPECTUS.
THIS SAI RELATES TO AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS OF
SELIGMAN NEW TECHNOLOGIES FUND, INC. (THE "FUND"), DATED JULY o, 1999. A COPY
OF THE PROSPECTUS MAY BE OBTAINED BY CONTACTING THE FUND AT THE TELEPHONE
NUMBERS OR ADDRESS SET FORTH ABOVE.

B-1

<PAGE>

THE INFORMATION IN THIS SAI IS NOT COMPLETE AND MAY BE CHANGED. THE
FUND MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") IS EFFECTIVE. THIS SAI
IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

TABLE OF CONTENTS

Additional Investment Policies........................................ B-2
Directors and Officers................................................ B-7

Investment Advisory and Other Services................................ B-12
Experts............................................................... B-12
Custodian, Stockholder Service Agent and Dividend Paying Agent........ B-12
Principal Underwriter Following Initial Public Offering............... B-13
Brokerage Commissions................................................. B-13
FINANCIAL STATEMENTS.................................................. B-13

Appendix A

B-2

<PAGE>

ADDITIONAL INVESTMENT POLICIES

The investment objective and principal investment strategies of the
Fund, as well as the principal risks associated with the Fund's investment
strategies, are set forth in the Prospectus. Certain additional investment
information is set forth below.

FUNDAMENTAL POLICIES

The Fund's stated fundamental policies, which may not be changed
without a vote of stockholders, are listed below; within the limits of these
fundamental policies, the Fund's management has reserved freedom of action. The
Fund:

(1) May not issue senior securities such as bonds, notes or other
evidences of indebtedness, or otherwise borrow money, or issue
preferred stock unless, immediately after issuance, the net assets
of the Fund provide asset coverage (as defined in the 1940 Act) of
at least 300% with respect to indebtedness and at least 200% with
respect to preferred stock.

(2) May not engage in the business of underwriting securities, except
to the extent it may be deemed to be engaged in such business by
disposing of portfolio securities.

(3) May not, with limited exceptions, purchase and sell real estate
directly, but may do so through majority-owned subsidiaries, so
long as its real estate investments do not exceed 10% of the value
of the Fund's total assets.

(4) May not lend portfolio securities to broker-dealers or other
institutions, unless the Fund's investment advisor, J. & W.
Seligman & Co. Incorporated ("Seligman") believes such loans will
be beneficial to the Fund. The borrower must maintain with the
Fund cash or equivalent collateral equal to at least 100% of the
market value of the securities loaned. Moreover, all such loans
taken together cannot exceed 10% of the value of the total assets
of the Fund. The Fund may make loans represented by repurchase
agreements, so long as such loans do not exceed 10% of the value
of the total assets of the Fund.

(5) With respect to its share repurchases:

o the Fund will make share repurchase offers every three
months (except under the circumstances described below
beginning at page B-6), commencing December 1999, pursuant
to Rule 23c-3 under the 1940 Act, as it may be amended
from time to time;

o 5% of the Fund's outstanding common stock will be subject
to each 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 New York Stock Exchange
holiday); and

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.

(6) May not invest more than 25% of its total assets in any one
industry, except that the Fund will invest at least 25% of the
value of its total assets in securities of companies considered by
the Fund's investment manager to rely significantly on
technological

B-3

<PAGE>

events or advances in their product development, production or
operations, except when investing for temporary defensive
purposes.

(7) May purchase or sell commodities and commodity contracts
(including stock index, currency and other financial futures
contracts).

OTHER OPERATING POLICIES

Lending of Portfolio Securities. During the time portfolio securities
are on loan, the borrower pays the Fund any dividends or interest paid on the
securities. The Fund may invest the collateral and earn additional income or
receive an agreed upon amount of interest income from the borrower. Loans made
by the Fund will generally be short-term. Loans are subject to termination at
the option of the Fund or the borrower. The Fund may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the collateral to the borrower or
placing broker. The Fund does not have the right to vote securities on loan, but
would terminate a loan and regain the right to vote if that were considered
important with respect to the investment. The Fund may lose money if a borrower
defaults on its obligation to return securities and the value of the collateral
held by the Fund is insufficient to replace the loaned securities. In addition,
the Fund is responsible for any loss that might result from its investment of
the borrower's collateral.

Foreign Securities. The Fund may invest in commercial paper and
certificates of deposit issued by foreign banks and may invest either directly
or through American Depositary Receipts ("ADRs"), European Depositary Receipts
("EDRs"), or Global Depositary Receipts ("GDRs") (collectively, "depositary
receipts") in other securities of foreign issuers. For a discussion of the risks
associated with investments in foreign securities, see "Risk Factors - Foreign
Securities" in the Prospectus.

Depositary receipts are instruments generally issued by domestic banks
or trust companies that represent the deposits of a security of a foreign
issuer. ADRs, which are traded in dollars on U.S. exchanges or over-the-counter,
are issued by domestic banks and evidence ownership of securities issued by
foreign corporations. EDRs are typically traded in Europe. GDRs are typically
traded in both Europe and the United States. Depositary receipts may be issued
under sponsored or unsponsored programs. In sponsored programs, the issuer has
made arrangements to have its securities traded in the form of a depositary
receipt. In unsponsored programs, the issuers may not be directly involved in
the creation of the program. Although regulatory requirements with respect to
sponsored and unsponsored depositary receipt programs are generally similar, the
issuers of securities represented by unsponsored depositary receipts are not
obligated to disclose material information in the United States, and therefore,
the import of such information may not be reflected in the market value of such
receipts. The Fund may invest up to 25% of its total assets in foreign
securities that it holds directly (which limitation may be changed without a
shareholder vote), but this 25% limit does not apply to foreign securities held
through depositary receipts which are traded in the United States or to
commercial paper and certificates of deposit issued by foreign banks.

Investment income received by the Fund from sources within foreign
countries may be subject to foreign income taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of such taxes or exemption from taxes on such
income. It is impossible to determine the effective rate of foreign tax in
advance since the amounts of the Fund's assets to be invested within various
countries is not known.

Foreign Currency Transactions. A forward foreign currency exchange
contract is an agreement to purchase or sell a specific currency at a future
date and at a price set at the time the contract is entered into. The Fund will
generally enter into forward foreign currency exchange contracts to fix the U.S.

B-4

<PAGE>

dollar value of a security it has agreed to buy or sell for the period between
the date the trade was entered into and the date the security is delivered and
paid for, or, to hedge the U.S. dollar value of securities it owns.

The Fund may enter into a forward contract to sell or buy the amount of
a foreign currency it believes may experience a substantial movement against the
U.S. dollar. In this case the contract would approximate the value of some or
all of the Fund's portfolio securities denominated in such foreign currency.
Under normal circumstances, the portfolio manager will limit forward currency
contracts to not greater than 75% of the Fund's portfolio position in any one
country as of the date the contract is entered into. This limitation will be
measured at the point the hedging transaction is entered into by the Fund. Under
extraordinary circumstances, Seligman may enter into forward currency contracts
in excess of 75% of the Fund's portfolio position in any one country as of the
date the contract is entered into. The precise matching of the forward contract
amounts and the value of securities involved will not generally be possible
since the future value of such securities in foreign currencies will change as a
consequence of market involvement in the value of those securities between the
date the forward contract is entered into and the date it matures. The
projection of short-term currency market movement is extremely difficult, and
the successful execution of a short-term hedging strategy is highly uncertain.
Under certain circumstances, the Fund may commit up to the entire value of its
assets which are denominated in foreign currencies to the consummation of these
contracts. Seligman will consider the effect a substantial commitment of the
Fund's assets to forward contracts would have on the investment program of the
Fund and its ability to purchase additional securities.

Except as set forth above and immediately below, the Fund will not
enter into such forward contracts or maintain a net exposure to such contracts
where the consummation of the contracts would oblige the Fund to deliver an
amount of foreign currency in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency. The Fund, in order to
avoid excess transactions and transaction costs, may nonetheless maintain a net
exposure to forward contracts in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency provided the excess
amount is "covered" by cash or liquid, high-grade debt securities, denominated
in any currency, at least equal at all times to the amount of such excess. Under
normal circumstances, consideration of the prospect for currency parities will
be incorporated into the longer-term investment decisions made with regard to
overall diversification strategies. However, Seligman believes that it is
important to have the flexibility to enter into such forward contracts when it
determines that the best interests of the Fund will be served.

At the maturity of a forward contract, the Fund may either sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract obligating it to purchase, on
the same maturity date, the same amount of the foreign currency.

As indicated above, it is impossible to forecast with absolute
precision the market value of portfolio securities at the expiration of the
forward contract. Accordingly, it may be necessary for the Fund to purchase
additional foreign currency on the spot market (and bear the expense of such
purchase) if the market value of the security is less than the amount of foreign
currency the Fund is obligated to deliver and if a decision is made to sell the
security and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received upon
the sale of the portfolio security if its market value exceeds the amount of
foreign currency the Fund is obligated to deliver. However, the Fund may use
liquid, high-grade debt securities, denominated in any currency, to cover the
amount by which the value of a forward contract exceeds the value of the
securities to which it relates.

B-5

<PAGE>

If the Fund retains the portfolio security and engages in offsetting
transactions, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the Fund's entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, the Fund will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, the Fund
will suffer a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.

The Fund's dealing in forward foreign currency exchange contracts will
be limited to the transactions described above. Of course, the Fund is not
required to enter into forward contracts with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate by
Seligman. It also should be realized that this method of hedging against a
decline in the value of a currency does not eliminate fluctuations in the
underlying prices of the securities. It simply establishes a rate of exchange at
a future date. Additionally, although such contracts tend to minimize the risk
of loss due to a decline in the value of a hedged currency, at the same time,
they tend to limit any potential gain which might result from an increase in the
value of that currency.

Stockholders should be aware of the costs of currency conversion.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference (the "spread") between the prices at
which they are buying and selling various currencies. Thus, a dealer may offer
to sell a foreign currency to the Fund at one rate, while offering a lesser rate
of exchange should the Fund desire to resell that currency to the dealer.

Repurchase Agreements. The Fund may enter into repurchase agreements
with commercial banks and broker-dealers as a short-term cash management tool. A
repurchase agreement is an agreement under which the Fund acquires a security,
generally a U.S. Government obligation, subject to resale at an agreed upon
price and date. The resale price reflects an agreed upon interest rate effective
for the period of time the Fund holds the security and is unrelated to the
interest rate on the security. The Fund's repurchase agreements will at all
times be fully collateralized.

Repurchase agreements could involve certain risks in the event of
bankruptcy or other default by the seller, including possible delays and
expenses in liquidating the securities underlying the agreement, a decline in
value of the underlying securities and a loss of interest. Repurchase agreements
are typically entered into for periods of one week or less. As a matter of
fundamental policy, the Fund will not enter into repurchase agreements of more
than one week's duration if more than 10% of its net assets would be so
invested.

Illiquid Securities. The Fund may invest in illiquid securities,
including restricted securities (i.e., securities not readily marketable without
registration under the Securities Act of 1933, as amended (the "Securities
Act")) and other securities that are not readily marketable. These may include
restricted securities that can be offered and sold only to "qualified
institutional buyers" under Rule 144A of the Securities Act. There is no limit
to the percentage of the Fund's net assets that may be invested in illiquid
securities, but Seligman does not expect that illiquid securities will
ordinarily exceed 50% of the Fund's net assets.

Rights and Warrants. The Fund may invest in common stock rights and
warrants believed by the investment manager to provide capital appreciation
opportunities. Common stock rights and warrants may be purchased separately or
may be received as part of a unit or attached to securities purchased.

B-6

<PAGE>

Put Options. The Fund may purchase put options on portfolio securities
in an attempt to provide a hedge against a decrease in the market price of an
underlying security held by the Fund. The Fund will not purchase options for
speculative purposes.

Purchasing a put option gives the Fund the right to sell, and obligates
the writer to buy, the underlying security at the exercise price at any time
during the option period. This hedge protection is provided during the life of
the put option since the Fund, as holder of the put option, can sell the
underlying security at the put exercise price regardless of any decline in the
underlying security's market price. In order for a put option to be profitable,
the market price of the underlying security must decline sufficiently below the
exercise price to cover the premium and transaction costs. By using put options
in this manner, the Fund will reduce any profit it might otherwise have realized
in the underlying security by the premium paid for the put option and by the
transaction costs.

Because a purchased put option gives the purchaser a right and not an
obligation, the purchaser is not required to exercise the option. If the
underlying position incurs a gain, the Fund would let the option expire
resulting in a reduced profit on the underlying security equal to the cost of
the put option premium and transaction costs.

When the Fund purchases an option, it is required to pay a premium to
the party writing the option and a commission to the broker selling the option.
If the option is exercised by the Fund, the premium and the commission paid may
be greater than the amount of the brokerage commission charged if the security
were to be purchased or sold directly. The cost of the put option is limited to
the premium plus commission paid. The Fund's maximum financial exposure will be
limited to these costs.

The Fund may purchase both listed and over-the-counter put options. The
Fund will be exposed to the risk of counterparty nonperformance in the case of
over-the-counter put options.

Put options on securities may not be available to the Fund on
reasonable terms in many situations and the Fund may frequently choose not to
purchase options even when they are available. The Fund's ability to engage in
option transactions may be limited by tax considerations.

Debt Securities. The Fund does not plan to invest more than 10% of its
net assets in debt securities which are not rated within the four highest rating
categories by Standard & Poor's Rating Services Inc. or Moody's Investors
Services, Inc.

Temporary Defensive Position. In an attempt to respond to adverse
market, economic, political, or other conditions, the Fund may invest up to 100%
of its assets in cash or cash equivalents including, but not limited to, prime
commercial paper, bank certificates of deposit, bankers' acceptances or
repurchase agreements for such securities, and securities of the U.S. Government
and its agencies and instrumentalities, as well as cash and cash equivalents
denominated in foreign currencies. The Fund's investments in foreign cash
equivalents will be limited to those that, in the opinion of the investment
manager, equate generally to the standards established for U.S. cash
equivalents. Investments in bank obligations will be limited at the time of
investment to the obligations of the 100 largest domestic banks in terms of
assets which are subject to regulatory supervision by the U.S. Government or
state governments, and the obligations of the 100 largest foreign banks in terms
of assets with branches or agencies in the United States.

Share Repurchases. The Fund may not suspend or postpone a repurchase
offer except pursuant to a vote of a majority of the directors, including a
majority of the disinterested directors, and only:

o If the repurchase would cause the Fund to lose its status as a
regulated investment company under Subchapter M of the Internal
Revenue Code;

B-7

<PAGE>

o For any period during which the New York Stock Exchange or any
other market in which the securities owned by the Fund are
principally traded is closed, other than customary weekend and
holiday closings, or during which trading in such market is
restricted;

o For any period during which an emergency exists as a result of
which disposal by the Fund of securities owned by it is not
reasonably practicable, or during which it is not reasonably
practicable for the Fund fairly to determine the value of its net
assets; or

o For such other periods as the SEC may by order permit for the
protection of securityholders of the Fund.

DIRECTORS AND OFFICERS

A listing of the directors and officers of the Fund and their business
experience for the past five years follows. An asterisk (*) indicates directors
who are "interested persons" of the Fund (as defined by the Investment Company
Act of 1940 (the "1940 Act")). Unless otherwise noted, the address of each
director and officer is 100 Park Avenue, New York, NY 10017.

Name, (Age) Position(s) Held Principal Occupation(s) During the
and Address with Fund Past 5 Years
- ----------- ---------------- ----------------------------------

William C. Morris* Director, Chairman, J. & W. Seligman & Co. Incorporated;
(61) Chairman of Chairman and Chief Executive Officer, the Seligman
the Board and Group of investment companies; Chairman, Seligman
Chief Executive Advisors, Inc., Seligman Services, Inc., and Carbo
Officer Ceramics Inc., ceramic proppants for oil and gas
industry; and Director, Seligman Data Corp. and
Kerr-McGee Corporation, diversified energy company.
Formerly: Director, Daniel Industries Inc.,
manufacturer of oil and gas metering equipment.

Brian T. Director and Director and President, J. & W. Seligman & Co.
Zino* President Incorporated; President (with the exception of Seligman
(46) Quality Municipal Fund, Inc. and Seligman Select
Municipal Fund, Inc.) and Director or Trustee, the
Seligman Group of investment companies; Chairman,
Seligman Data Corp.; Member of the Board of
Governors, the Investment Company Institute and
Director, ICI Mutual Insurance Company, Seligman
Advisors, Inc., and Seligman Services, Inc.

Richard R. Director Director and Managing Director, Director of
Schmaltz* Investments, J. & W. Seligman & Co. Incorporated;
(58) Director or Trustee, the Seligman Group of investment
companies (except Seligman Cash Management Fund,
Inc.); Director, Seligman Henderson Co.; and Trustee
Emeritus of Colby College. Formerly: Director,
Investment Research at Neuberger & Berman from
May 1993 to September 1996.

</TABLE>

B-8

<PAGE>
<TABLE>
<CAPTION>
Name, (Age) Position(s) Held Principal Occupation(s) During the
and Address with Fund Past 5 Years
- ----------- ---------------- ----------------------------------
<S> <C> <C>

John R. Galvin Director Dean, Fletcher School of Law and Diplomacy at
(69) Tufts University; Director or Trustee, the Seligman
Tufts University Group of Investment Companies; Chairman
Packard Avenue, Emeritus, American Council on Germany;
Medford, MA 02155 Governor, the Center for Creative Leadership;
Director, the National Defense University, the
Institute for Defense Analyses, and Raytheon Co.,
electronics. Formerly: Director, USLIFE Fund, life
insurance; Ambassador, U.S. State Department for
negotiations in Bosnia; Distinguished Policy Analyst
at Ohio State University; Olin Distinguished
Professor of National Security Studies, United States
Military Academy; and Supreme Allied
Commander, Europe and Commander-in-Chief,
United States European Command from June, 1987
to June, 1992.

Alice S. Ilchman Director Retired President, Sarah Lawrence College;
(64) Director or Trustee, the Seligman Group of
18 Highland Circle, Investment Companies; Trustee, the Committee for
Bronxville, NY 10708 Economic Development; Chairman, The Rockefeller
Foundation, charitable foundation. Formerly:
Trustee, The Markle Foundation, philanthropic
organization; and Director, New York Telephone
Company, and International Research and
Exchange Board, intellectual exchanges.

Frank A. McPherson Director Retired Chairman of the Board and Chief Executive
(66) Officer, Kerr-McKee Fund; Director or Trustee, the
2601 Northwest Seligman Group of Investment Companies;
Expressway, Director, Kimberly-Clark Fund, consumer
Suite 805E, products, Bank of Oklahoma Holding Company,
Oklahoma City, OK Baptist Medical Center, Oklahoma Chapter of the
73112 Nature Conservancy, Oklahoma Medical Research
Foundation, and National Boys and Girls Clubs of
America; and President, Oklahoma Foundation for
Excellence in Education. Formerly: Chairman of
the Oklahoma City Chamber of Commerce, and the
Oklahoma City Public Schools Foundation;
Director, Federal Reserve System's Kansas City
Reserve Bank; and Member, the Business
Roundtable.

</TABLE>
B-9

John E. Merow Director Retired Chairman and Senior Partner, Sullivan &
(69) Cromwell, law firm; Director or Trustee, the
125 Broad Street, Seligman Group of Investment Companies,
New York, NY 10004 Commonwealth Industries, Inc., manufacturer of
aluminum sheet products, the Foreign Policy
Association, the Municipal Art Society of New York,
and the United States Council for International
Business; Chairman, American Australian
Association, and New York Presbyterian Healthcare
Network, Inc.; Trustee, New York Presbyterian
Hospital; Vice-Chairman, the U.S.-New Zealand
Council; and Member, the American Law Institute,
and the Council on Foreign Relations.

Betsy S. Michel Director Attorney; Director or Trustee, the Seligman Group
(56) of Investment Companies; Trustee, The Geraldine
P.O. Box 449, R. Dodge Foundation, charitable foundation;
Gladstone, NJ 07934 Formerly: Chairman of the Board of Trustees, St.
George's School, Newport, RI.; and Director, the
National Association of Independent Schools,
Washington DC.

James C. Pitney Director Retired Partner, Pitney, Hardin, Kipp & Szuch, law
(72) firm; Director or Trustee, the Seligman Group of
Park Avenue at Investment Companies. Formerly: Director, Public
Morris County, Service Enterprise Group, public utility.
P.O. Box 1945,
Morristown, NJ
07962

James Q. Riordan Director Director, various organizations; Director or Trustee,
(71) the Seligman Group of Investment Companies, The
675 Third Avenue, Brooklyn Museum, KeySpan Energy Fund, The
Suite 3004, Committee for Economic Development, and Public
New York, NY 10017 Broadcasting Service (PBS). Formerly:
Co-Chairman of the Policy Council of the Tax
Foundation; Director and Vice Chairman, Mobil
Fund; Director, Tesoro Petroleum Companies and
Dow Jones & Company Inc.; and Director and
President, Bekaert Fund.

Robert L. Shafer Director Retired Vice President, Pfizer Inc.; Director or
(66) Trustee, the Seligman Group of Investment
96 Evergreen Avenue, Companies. Formerly: Director, USLIFE Fund,
Rye, NY 10580 life insurance.

</TABLE>

B-10

James N. Whitson Director Retired Executive Vice President and Chief
(64) Operating Officer, Sammons Enterprises, Inc.;
6606 Forestshire Director or Trustee, the Seligman Group of
Drive, Dallas TX Investment Companies; Consultant to and Director
75230 of Sammons Enterprises, Inc.; and Director,
C-SPAN and CommScope, Inc., manufacturer of
coaxial cables. Formerly: Director, Red Man Pipe
and Supply Company, piping and other materials.

Paul H. Wick Vice President Director and Managing Director, J. & W. Seligman &
(35) and Portfolio Co. Incorporated since January 1995 and November
Manager 1997, respectively; Vice President and Portfolio
Manager, three open-end companies in the Seligman
Group of investment companies; Portfolio Manager,
Henderson Investment Management Limited. Mr. Wick
joined J. & W. Seligman & Co. Incorporated in
1987 as an Associate, Investment Research. Formerly,
Vice President, Investment Officer, J. & W. Seligman
& Co. Incorporated from April 1993 to November
1997.

Storm Boswick Vice President Managing Director, J. & W. Seligman & Co.
(30) and Portfolio Incorporated since January 1999. Mr. Boswick
Manager joined J. & W. Seligman & Co. Incorporated in June
1996 as an Associate, Investment Research. Formerly,
Vice President, Investment Officer of J. & W. Seligman
& Co. Incorporated from January 1997 to December
1998; and Financial Analyst, Investment Research,
Goldman, Sachs & Co. from February 1994 to May
1996.

Lawrence P. Vogel Vice President Senior Vice President, Finance, J. & W. Seligman &
(42) Co. Incorporated, Seligman Advisors, Inc., and
Seligman Data Corp.; Vice President, the Seligman
Group of investment companies and Seligman Services,
Inc.; Vice President and Treasurer, Seligman
International, Inc.; and Treasurer, Seligman Henderson
Co.

Frank J.Nasta Secretary General Counsel, Senior Vice President, Law and
(34) Regulation, and Corporate Secretary, J. & W. Seligman
& Co. Incorporated; Secretary, the Seligman Group of
investment companies; and Corporate Secretary,
Seligman Advisors, Inc., Seligman Henderson Co.,
Seligman Services, Inc., Seligman International, Inc.
and Seligman Data Corp.

Thomas G. Rose Treasurer Treasurer, the Seligman Group of investment companies
(41) and Seligman Data Corp.

</TABLE>

B-11

<PAGE>

COMPENSATION

NAME AND POSITION AGGREGATE PENSION OR TOTAL COMPENSATION
WITH FUND COMPENSATION FROM RETIREMENT BENEFITS RECEIVED FROM FUND
FUND (1) ACCRUED AS PART OF AND FUND COMPLEX (1)(2)
FUND EXPENSES
<S> <C> <C> <C>

William C. Morris, N/A N/A N/A
Director and Chairman

Brian T. Zino, N/A N/A N/A
Director and President

Richard R. Schmaltz, N/A N/A N/A
Director

John R. Galvin, $1,980 N/A $78,000
Director

Alice S. Ilchman, $1,980 N/A $78,000
Director

Frank A. McPherson, $1,980 N/A $78,000
Director

John E. Merow, $1,980 N/A $78,000
Director

Betsy S. Michel, $1,980 N/A $78,000
Director

James C. Pitney, $1,980 N/A $78,000
Director

James Q. Riordan, $1,980 N/A $78,000
Director

Robert L. Shafer, $1,980 N/A $78,000
Director

James N. Whitson, $1,980 N/A $78,000
Director

</TABLE>

- ---------------------
(1) Based on remuneration expected to be paid to the Directors of the Fund for
the fiscal year ended December 31, 1999.

(2) The Seligman Group of Investment Companies consists of nineteen investment
companies.

The Fund has a compensation arrangement under which outside directors
may elect to defer receiving their fees. Under this arrangement, interest is
accrued on the deferred balances. The annual cost of such fees and interest is
included in the director's fees and expenses and the accumulated balance thereof
is included in "Liabilities" in the Fund's financial statements. The Fund has
applied for and received exemptive relief that would permit a director who has
elected deferral of his or her fees to choose a rate of return equal to either
(i) the interest rate on short-term Treasury bills, or (ii) the rate of return
on the shares of any of the investment companies advised by Seligman, as
designated by the director. The Fund may, but is not obligated to, purchase
shares of such investment companies to hedge its obligations in connection with
this deferral arrangement.

B-12
<PAGE>

Directors and officers of the Fund are also directors, trustees and
officers of some or all of the other investment companies in the Seligman Group.

The Executive Committee of the board of directors has the power to (a)
determine the value of securities and assets owned by the Fund, (b) elect or
appoint officers of the Fund to serve until the next meeting of the Directors
succeeding such action and (c) determine the price at which shares of Common
Stock of the Fund shall be issued and sold. All action taken by the Executive
Committee is recorded and reported to the board of directors at their meeting
ssucceeding such action. The members of the Executive Committee consist of Mr.
William C. Morris, Chairman, Richard R. Schmaltz, and Brian T. Zino, President.

INVESTMENT ADVISORY AND OTHER SERVICES

Subject to the control of the Fund's board of directors, Seligman
manages the investment of the assets of the Fund and administers its business
and other affairs pursuant to a Management Agreement approved by the board of
directors and the stockholders of the Fund. Seligman also serves as investment
adviser to eighteen other U.S. registered investment companies which, together
with the Fund, make up the "Seligman Group". There are no other management-
related service contracts under which services are provided to the Fund. No
person or persons, other than the directors, officers or employees of Seligman
and the Fund, regularly advise the Fund with respect to its investments.

Seligman is a successor firm to an investment banking business founded
in 1864 which has thereafter provided investment services to individuals,
families, institutions, and corporations. On December 29, 1988, a majority of
the outstanding voting securities of Seligman was purchased by Mr. William C.
Morris, Chairman and C.E.O. of Seligman and Chairman of the board of directors
and C.E.O. of the Fund, and a simultaneous recapitalization of Seligman
occurred. See Appendix A for information regarding the history of Seligman.

All of the officers of the Fund listed above are officers or employees
of Seligman. Their affiliations with the Fund and with Seligman are provided
under their principal business occupations.

The Fund pays Seligman a management fee for its services, calculated
daily and payable monthly, equal to 2.00% of the daily net assets of the Fund.
This management fee is higher than the advisory fees paid by most U.S.
investment companies.

As part of its services to the Fund, Seligman provides the Fund with
such office space, administrative and other services and executive and other
personnel as are necessary for the operations of the Fund. Seligman also
provides senior management for Seligman Data Corp., an affiliate of Seligman,
the Fund and certain other investment companies in the Seligman Group. Seligman
pays all of the compensation of the directors of the Fund who are employees or
consultants of Seligman and its affiliates, of the officers and employees of the
Fund and of certain executive officers of Seligman Data Corp.

EXPERTS

Deloitte & Touche LLP act as independent auditors for the Fund and in
such capacity will audit the Fund's annual and semi-annual financial statements
and financial highlights.

B-13

<PAGE>

CUSTODIAN, STOCKHOLDER SERVICE AGENT AND
DIVIDEND PAYING AGENT

Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
Missouri 64105, serves as custodian to the Fund. It also maintains, under the
general supervision of Seligman, the Fund's accounting records and is
responsible for the determination of the net asset value of the Fund.

Seligman Data Corp., an affiliate of both Seligman and the Fund, acts
as the stockholder service agent and dividend paying agent of the Fund, and
performs, at cost, certain recordkeeping functions for the Fund. In other words,
Seligman Data Corp. maintains the records of shareholder accounts and furnishes
dividend paying, redemption and related services.

PRINCIPAL UNDERWRITER FOLLOWING INITIAL PUBLIC OFFERING

Seligman Advisors, Inc., an affiliate of both Seligman and the Fund,
located at 100 Park Avenue, New York, New York 10017, will act as general
distributor of the shares of the Fund during any continuous offering of the
Fund's shares following the initial public offering.

BROKERAGE COMMISSIONS

Seligman will seek the most favorable price and execution in the
purchase and sale of portfolio securities of the Fund. When two or more of the
investment companies in the Seligman Group or other investment advisory clients
of Seligman desire to buy or sell the same security at the same time, the
securities purchased or sold are allocated by Seligman in a manner believed to
be equitable to each. There may be possible advantages or disadvantages to such
transactions with respect to price or the size of positions readily obtainable
or saleable.

In over-the-counter markets, the Fund deals with responsible primary
market makers unless a more favorable execution or price is believed to be
obtainable. The Fund may buy securities from or sell securities to dealers
acting as principal, except dealers with which its directors and/or officers are
affiliated.

The Fund does not plan to execute any portfolio transactions with, and
therefore will not pay any commissions to, any broker affiliated, directly or
indirectly, with either the Fund, Seligman, or Seligman Advisors, Inc.

Consistent with seeking the most favorable price and execution when
buying or selling portfolio securities, Seligman may give consideration to the
research, statistical, and other services furnished by brokers or dealers to
Seligman for its use, as well as the general attitude toward and support of
investment companies demonstrated by such brokers or dealers. Such services
include supplemental investment research, analysis, and reports concerning
issuers, industries, and securities deemed by Seligman to be beneficial to the
Fund. In addition, Seligman is authorized to place orders with brokers who
provide supplemental investment and market research and security and economic
analysis, although the use of such brokers may result in a higher brokerage
charge to the Fund than the use of brokers selected solely on the basis of
seeking the most favorable price and execution, and although such research and
analysis may be useful to Seligman in connection with its services to clients
other than the Fund.

FINANCIAL STATEMENTS

The following comprise the financial statements of the Fund:

B-14
<PAGE>

o Independent Auditors' Report.

o Statement of Assets and Liabilities.

o Statement of Operations.

o Notes to the Financial Statements.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholder of
Seligman New Technologies Fund, Inc.:

We have audited the accompanying statement of assets and liabilities of
Seligman New Technologies Fund, Inc. (the "Fund") as of July 19, 1999 and the
related statement of operations for the period from the date of organization May
19, 1999 to July 19, 1999. These financial statements are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements referred to above present
fairly, in all material respects, the financial position of Seligman New
Technologies Fund, Inc. as of July 19, 1999, and the results of operations for
the stated period, in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
New York, New York
July 19, 1999

SELIGMAN NEW TECHNOLOGIES FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES
JULY 19, 1999

ASSETS

Cash.......................................................... $100,007
Prepaid expenses............................................... 805,000
Total assets........................................ 905,007

LIABILITIES

Accrued expenses payable...................................... 805,000
Commitments and contingencies (Notes 1 and 2)

Net assets equivalent to $24.25 per share (applicable to 4,124
shares of common stock, $.01 Par value; 100,000,000 shares
authorized)................................................... $100,007

B-15

<PAGE>

STATEMENT OF OPERATIONS
For the period from the date of organization,
May 19, 1999, to July 19, 1999

Income......................................................... $ 0

Expenses:

Organization expenses.......................................... 30,500

Less: Reimbursement of expenses by Manager..................... (30,500)

Net expenses................................................... 0

Net income..................................................... $ 0

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION

Seligman New Technologies Fund, Inc. (the "Fund") was incorporated in
the State of Maryland on May 19, 1999 as a non-diversified, closed-end
management investment company. The Fund has no operations other than those
related to organizational matters and the sale and issuance to Seligman
Advisors, Inc. (the "Distributor") of 4,124 shares of common stock for $100,007
on July 16, 1999.

Expenses incurred to establish the Fund have been expensed as
organization expenses. Included in prepaid expenses are the costs incurred in
connection with the initial offering of the Fund's shares. Prepaid expenses will
be amortized to expense over twelve months on a straight-line basis starting
with the commencement of operations, provided that the Fund's shares are
continuously offered during the period. Any unamortized prepaid expenses will be
charged directly to expense if and when it is no longer probable that the Fund's
shares will be publicly offered. If the Fund's initial offering is fully
subscribed resulting in net proceeds of (approximately $500,000,000), the Fund's
shares will not be offered on a continuous basis and the prepaid expenses will
be charged directly to paid-in capital upon the sale of the shares.

A portion of the costs incurred, and to be incurred, in connection with
the organization and the initial offering of the Fund will be paid by J. & W.
Seligman & Co. Incorporated (the "Manager") or the Distributor; however, the
Fund will reimburse such persons for these costs.

NOTE 2. MANAGEMENT AGREEMENT

The Management Agreement provides the Manager with a monthly management
fee at the annual rate of 2% of the Fund's average daily net assets. The Manager
has voluntarily agreed to waive its fee and/or reimburse expenses of the Fund to
the extent that total expenses of the Fund exceed an annual rate of 3% of
average net assets during the first year of the Fund's operations.

NOTE 3. INCOME TAXES

The Fund intends to meet the requirements of the Internal Revenue Code
of 1986 applicable to regulated investment companies and as such will not be
subject to federal income taxes.

B-16

<PAGE>

APPENDIX A

Established in 1864, J. & W. Seligman's more than 130 years of
providing financial services have been marked not by fanfare, but rather by a
quiet and firm adherence to managing investments and giving prudent financial
advice. Seligman is proud of its distinctive past and traditional values, which
continue to shape its business decisions and investment judgment.

Seligman's beginnings date back to 1837, when Joseph Seligman, the
oldest of eight brothers, arrived in the United States from Germany. Nearly 30
years later, in 1864, after achieving success as international bankers, the
Seligmans established the investment firm of J. & W. Seligman & Co.

In the years that followed, Seligman played a major role in the
geographical expansion and industrial development of the United States. It
helped finance the westward path of the railroads and the building of the Panama
Canal. In the late 1800s, and early 1900s, the firm was instrumental in
financing the fledgling American automobile and steel industries.

Throughout the first quarter of this century, Seligman participated in
hundreds of successful underwritings, including those for some of the country's
most important companies: United Artists Theatre Circuit, Dodge Brothers,
General Motors, Victor Talking Machine, Minneapolis-Honeywell Regulator and
Maytag, to name just a few. In 1929, Seligman organized its first investment
company, Tri-Continental Corporation, today the nation's largest, diversified,
publicly traded, closed-end investment company, with more than $4.2 billion in
assets as of June 30, 1999. In the following year, the firm began managing its
first mutual fund, Broad Street Investing Co. Inc., now known as Seligman Common
Stock Fund.

Today, Seligman manages institutional accounts - including some of the
nation's largest public funds, endowments, and foundations and offers individual
investors a full range of investment products. The Seligman Group of Funds
includes more than 50 investment portfolios, several closed-end municipal bond
funds that trade on the New York Stock Exchange, and a range of offshore
investment funds available for non-U.S. residents.

<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

1. Financial Statements:

Part A: Financial Highlights (not applicable).

PART B: Independent Auditors' Report
Statement of Assets and Liabilities
Statement of Operations
Notes to Financial Statements

2. Exhibits:

a. Charter of Registrant.

b. Bylaws of Registrant.

e. Registrant's Automatic Reinvestment Plan (included in prospectus).

g. Management Agreement between Registrant and J. & W. Seligman & Co.
Incorporated.

h(1). Distributing Agreement between Registrant and Seligman Advisors,
Inc.

h(2). Form of Selected Broker Agreement.

h(3). Form of Selected Dealer Agreement.

h(4). Form of Shareholder Servicing Agreement.

i. Deferred Compensation Plan for Directors.

j. Custody and Investment Accounting Agreement between Registrant and
Investors Fiduciary Trust Company.

l. Opinion and Consent of Counsel.

n. Consent of Independent Auditors.

p. Agreement with respect to Seed Capital.

q. Traditional/Roth IRA Set-up Kit of Registrant.

Item 25. Marketing Arrangements: Not Applicable.

Item 26. Other Expenses of Issuance and Distribution:

Registration fees $234,000
Legal fees 235,000
Accounting fees -
Miscellaneous (mailing, etc.) 336,000
---------
Total....................................... $805,000
=========

C-1

<PAGE>

Item 27. Persons Controlled by or Under Common Control with Registrant: None.

Item 28. Number of Holders of Securities

As of July 21, 1999:

Title of Class Number of Recordholders
Common Stock 1

Item 29. Indemnification:

Reference is made to the provisions of Article VIII of the Registrant's
Charter, Article VII of the Registrant's Bylaws and Section 8 of the
Distributing Agreement between the Registrant and Seligman Advisors,
Inc., each filed as an exhibit to this Registration Statement.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised by the Securities and
Exchange Commission that such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

Item 30. Business and Other Connections of Investment Adviser:

J. & W. Seligman & Co. Incorporated, a Delaware corporation, is the
Registrant's investment manager. Seligman also serves as investment
manager to eighteen associated investment companies. They are Seligman
Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman
Common Stock Fund, Inc., Seligman Communications and Information Fund,
Inc., Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc.,
Seligman Henderson Global Fund Series, Inc., Seligman High Income Fund
Series, Inc., Seligman Income Fund, Inc., Seligman Municipal Fund
Series, Inc., Seligman Municipal Series Trust, Seligman New Jersey
Municipal Fund, Inc., Seligman Pennsylvania Municipal Fund Series,
Inc., Seligman Portfolios, Inc., Seligman Quality Municipal Fund, Inc.,
Seligman Select Municipal Fund, Inc., Tri-Continental Corporation and
Seligman Value Fund Series, Inc.

Seligman has an advisory service division which provides investment
management or advice to private clients. The list required by this Item
30 of officers and directors of Seligman, together with information as
to any other business, profession, vocation or employment of a
substantial nature engaged in by such officers and directors during the
past two years, is incorporated by reference to Schedules A and D of
Form ADV, filed by Seligman, pursuant to the Investment Advisers Act of
1940 (SEC File No. 801-15798) which was filed on March 31, 1999.

C-2

<PAGE>

Item 31. Location of Accounts and Records:

Custodian: Investors Fiduciary Trust Company
801 Pennsylvania
Kansas City, Missouri 64105

AND

Seligman New Technologies Fund, Inc.
100 Park Avenue
New York, New York 10017

Item 32. Management Services: Not Applicable.

Item 33. Undertakings:

I. The Registrant undertakes to suspend the offering of shares
until the prospectus is amended if (1) subsequent to the
effective date of its registration statement, the net asset
value declines more than ten percent from its net asset value
as of the effective date of the registration statement.

II. The Registrant undertakes:

(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to the
registration statement:

(1) to include any prospectus required by
Section 10(a)(3) of the Securities Act;

(2) to reflect in the prospectus any facts or
events after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent
a fundamental change in the information set
forth in the registration statement; and

(3) to include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;

(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of those securities at that time
shall be deemed to be the initial bona fide offering
thereof.

(c) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.

C-3

<PAGE>

III. The Registrant undertakes that:

(a) For purposes of determining any liability under the
Securities Act, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this
registration statement as of the time it was declared
effective.

(b) For the purpose of determining any liability under
the Securities Act, each post-effective amendment
that contains a form of prospectus shall be deemed to
be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.

IV. The Registrant undertakes to send by first class mail or other
means designed to ensure equally prompt delivery within two
business days of receipt of a written or oral request, the
Registrant's Statement of Additional Information.

C-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned, its
duly authorized representative, in the City of New York, State of New York, on
the 20th day of July, 1999.

SELIGMAN NEW TECHNOLOGIES FUND, INC.

By: /s/ William C. Morris
-----------------------------------------
William C. Morris
Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the following
thirteen persons, in the capacities indicated on July 20, 1999.

NAME TITLE

/s/ William C. Morris Chairman of the Board
- --------------------------------
(William C. Morris) (Principal executive officer and Director)

/s/ Brian T. Zino President and Director
- --------------------------------
(Brian T. Zino)

/s/ Richard R. Schmaltz Director
- --------------------------------
(Richard R. Schmaltz)

/s/ Thomas G. Rose
- -------------------------------- Treasurer
(Thomas G. Rose) (Principal financial and accounting officer)

In addition to signing this amendment to the registration statement,
each of the following nine directors of Seligman New Technologies Fund, Inc.,
hereby constitutes and appoints William C. Morris, Brian T. Zino and Richard R.
Schmaltz and each of them individually, his or her attorneys-in-fact and agents,
with full power of substitution and resubstitution, in his or her name and
stead, in his or her capacity as such director, to sign and file such further
amendments to the registration statement, and any and all applications or other
documents to be filed with the Securities and Exchange Commission pertaining
thereto, with full power and authority to do and perform all acts and things
requisite and necessary to be done on the premises.

<PAGE>

/s/ John R. Galvin
- -------------------------------- Director
(John R. Galvin)

/s/ Alice S. Ilchman
- -------------------------------- Director
(Alice S. Ilchman)

/s/ Frank A. McPherson
- -------------------------------- Director
(Frank A. McPherson)

/s/ John E. Merow
- -------------------------------- Director
(John E. Merow)

/s/ Betsy S. Michel
- -------------------------------- Director
(Betsy S. Michel)

- -------------------------------- Director
(James C. Pitney)

/s/ James Q. Riordan
- -------------------------------- Director
(James Q. Riordan)

/s/ Robert L. Shafer
- -------------------------------- Director
(Robert L. Shafer)

- -------------------------------- Director
(James N. Whitson)

<PAGE>

EXHIBIT INDEX

SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ -----------
a. Certificate of Incorporation
b. By-laws

c. Not Applicable
d. Not Applicable
e. Included in Prospectus
f. Not Applicable
g. Management Agreement between Registrant and J. & W.
Seligman & Co. Incorporated
h(1). Distributing Agreement between Registrant and Seligman
Advisors, Inc.
h(2). Form of Selected Broker Agreement
h(3). Form of Selected Dealer Agreement
h(4). Form of Shareholder Servicing Agreement
i. Deferred Compensation Plan for Directors
j. Custody and Investment Accounting Agreement between
Registrant and Investors Fiduciary Trust Company
k. Not Applicable
l. Opinion and Consent of Counsel
m. Not Applicable
n. Consent of Independent Auditors
o. Not Applicable
p. Agreement with respect to Seed Capital
q. Traditional/Roth IRA Set-up Kit of Registrant
r. Not Applicable

ARTICLES OF INCORPORATION

SELIGMAN NEW TECHNOLOGIES FUND, INC.

ARTICLE I

INCORPORATOR

I, the incorporator, Billie Swoboda, whose post office address is 125
Broad Street, New York, New York 10004, being at least eighteen years of age,
hereby, under and by virtue of the general laws of the State of Maryland
authorizing the formation of corporations, form a corporation.

ARTICLE II

NAME

The name of the corporation (hereinafter, the "Corporation") is
SELIGMAN NEW TECHNOLOGIES FUND, INC.

ARTICLE III

PURPOSES AND POWERS

The purpose for which the Corporation is formed is to act as an
investment company of the management type registered as such with the Securities
and Exchange Commission pursuant to the Investment Company Act of 1940 (the
"1940 Act") and to exercise and generally to enjoy all of the powers, rights and
privileges granted to, or conferred upon, corporations by the general laws of
the State of Maryland now or hereafter in force.

ARTICLE IV

PRINCIPAL OFFICE AND RESIDENT AGENT

Section 1. The post office address of the principal office of the
Corporation in the State of Maryland is c/o The Corporation Trust Incorporated,
300 East Lombard Street, Baltimore, Maryland 21202.
<PAGE>

Section 2. The name of the Corporation's resident agent is The
Corporation Trust Incorporated, and its post office address is 300 East Lombard
Street, Baltimore, Maryland 21202. Said resident agent is a corporation of the
State of Maryland.

ARTICLE V

CAPITAL STOCK

Section 1. The total number of shares of capital stock that the
Corporation has authority to issue is 100,000,000 shares, all of one class
called Common Stock, having a par value of $0.01 per share and an aggregate par
value of $1,000,000.

Section 2. The Board of Directors of the Corporation may classify or
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, or qualifications of such shares of
stock.

Section 3. To the extent permitted by Maryland law, the Board of
Directors of the Corporation, without any action by the stockholders of the
Corporation, may amend these Articles of Incorporation from time to time to
increase or decrease the aggregate number of shares of stock or the number of
shares of stock of any class or series that the Corporation has authority to
issue.

Section 4. The Board of Directors of the Corporation is hereby
empowered to authorize the issuance from time to time of shares of any class of
the Corporation's capital stock, whether now or hereafter authorized, or
securities convertible into shares of any class or classes of its capital stock,
whether now or hereafter authorized.

Section 5. The Board of Directors of the Corporation is hereby
empowered to authorize the repurchase by the Corporation from time to time of
shares of any class of its capital stock, whether now or hereafter authorized,
or securities convertible into shares of any class or classes of its capital
stock, whether now or hereafter authorized, upon such terms, at such prices
(which may be determined by formula) and subject to such conditions (which may
include pro ration of shares tendered for repurchase) as the Board of Directors
of the Corporation may determine.

Section 6. Unless otherwise expressly provided in these Articles of
Incorporation, including any Articles Supplementary creating any class of
capital stock, the holders of each class of capital stock shall be entitled to
dividends and distributions in such

2
<PAGE>

amounts, at such times and to such stockholders of record as may be determined
by the Board of Directors of the Corporation, and the dividends and
distributions paid with respect to the various classes of capital stock may vary
among such classes.

Section 7. Unless otherwise expressly provided in these Articles of
Incorporation, including any Articles Supplementary creating any class of
capital stock, on each matter submitted to a vote of stockholders, each holder
of a share of capital stock of the Corporation shall be entitled to one vote for
each share held in such holder's name on the books of the Corporation,
irrespective of the class thereof, and all shares of all classes of capital
stock shall vote together as a single class; provided, however, that as to any
matter with respect to which a separate vote of any class is required by the
1940 Act or any rules, regulations or orders issued thereunder, or the Maryland
General Corporation Law, such requirement as to a separate vote by that class
shall apply in lieu of a vote of all classes voting together as a single class
as described above.

Section 8. The presence in person or by proxy of stockholders holding
of record one-third of the shares of the capital stock of the Corporation
issued, outstanding and entitled to vote thereat shall constitute a quorum for
the transaction of any business at all meetings of the stockholders except as
otherwise provided by law or in these Articles of Incorporation or in the Bylaws
of the Corporation, provided that the Bylaws shall not provide for a quorum of
less than the holders of record of one-third of all shares of the capital stock
of the Corporation issued, outstanding and entitled to vote.

Section 9. Notwithstanding any provision of the general laws of the
State of Maryland requiring action to be taken or authorized by the affirmative
vote of the holders of a designated proportion greater than a majority of the
votes of all classes of capital stock of the Corporation (or of any class
entitled to vote thereon as a separate class), such action shall, except as
otherwise provided in Section 10 of this Article V, be valid and effective if
taken or authorized by the affirmative vote of the holders of a majority of the
aggregate number of shares of capital stock of the Corporation outstanding and
entitled to vote thereon (or a majority of the aggregate number of shares of a
class entitled to vote thereon as a separate class).

Section 10. Unless otherwise indicated below, the affirmative vote of
at least 66 2/3% of the shares of capital stock of the Corporation outstanding
and entitled to vote thereon shall be necessary to authorize any of the
following actions:

3
<PAGE>

(a) a merger or consolidation or statutory stock exchange of the
Corporation with or into another corporation;

(b) a sale of all or substantially all of the Corporation's assets
(other than in the regular course of the Corporation's investment
activities or in connection with the repurchase of the
Corporation's shares in the open market);

(c) a liquidation or dissolution of the Corporation, unless such
action has been approved, adopted or authorized by the
affirmative vote of 66 2/3% of the total number of directors
fixed in accordance with the Bylaws, in which case the
affirmative vote of only a majority of the outstanding voting
securities is required;

(d) the conversion of the Corporation to an "open-end company" (as
defined in the 1940 Act);

(e) an increase in the maximum number of directors set forth in
Article VI hereof;

(f) the removal of a director; or

(g) any amendment of these Articles of Incorporation to reduce the
66-2/3% vote requirement to authorize any of the actions in this
Section 10.

Section 11. No holder of shares of the capital stock of the Corporation
shall, as such holder, have any preemptive right to purchase or subscribe for
any part of any new or additional issue of stock of any class, or of rights or
options to purchase any stock, or of securities convertible into, or carrying
rights or options to purchase, stock of any class, whether now or hereafter
authorized or whether issued for money, for a consideration other than money or
by way of a dividend or otherwise, and all such rights are hereby waived by each
holder of capital stock and of any other class of stock or securities of the
Corporation that may hereafter be created.

Section 12. All persons who shall acquire capital stock in the
Corporation shall acquire the same subject to the provisions of these Articles
of Incorporation.

4
<PAGE>

ARTICLE VI

DIRECTORS

Section 1. The initial number of directors of the Corporation shall be
three, and the names of those persons who shall act as such until the first
annual meeting and until their successors are elected and qualified are as
follows: William C. Morris, Brian T. Zino and Richard R. Schmaltz. The Bylaws of
the Corporation may fix the number of directors at a certain number and may
authorize the Board of Directors of the Corporation, by the vote of a majority
of the entire Board of Directors of the Corporation, to increase or decrease the
number of directors provided that in no case shall the number of directors be
less than three, and to fill the vacancies created by any such increase in the
number of directors. Unless otherwise provided by the Bylaws of the Corporation,
the directors of the Corporation need not be stockholders.

Section 2. A director may be removed only with cause, and any such
removal may be made only by the stockholders of the Corporation in accordance
with the requirements of Section 10 of Article V hereof.

ARTICLE VII

MANAGEMENT OF THE AFFAIRS OF THE CORPORATION

Section 1. All corporate powers and authority of the Corporation
(except as at the time otherwise provided by statute, by these Articles of
Incorporation or by the Bylaws) shall be vested in and exercised by the Board of
Directors of the Corporation.

Section 2. The Board of Directors of the Corporation shall have the
power to adopt, alter or repeal the Bylaws of the Corporation except to the
extent that the Bylaws otherwise provide.

Section 3. The Board of Directors of the Corporation shall have the
power from time to time to determine whether and to what extent, and at what
times and places and under what conditions and regulations, the accounts and
books of the Corporation or any of them shall be open to the inspection of
stockholders, and no stockholder shall have any right to inspect any account,
book or document of the Corporation except to the extent required by statute or
permitted by the Bylaws.

5
<PAGE>

Section 4. The Board of Directors of the Corporation shall have the
power to determine, as provided in these Articles of Incorporation, or if
provision is not made herein, in accordance with generally accepted accounting
principles, what constitutes net income, total assets and the net asset value of
the shares of capital stock of the Corporation.

ARTICLE VIII

LIABILITY

Section 1. A director or officer of the Corporation shall not be liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director or officer, except to the extent such exemption
from liability or limitation thereof is not permitted by law (including the 1940
Act) as currently in effect or as the same may hereafter be amended.

Section 2. No amendment, modification or repeal of this Article VIII
shall adversely affect any right or protection of a director or officer that
exists at the time of such amendment, modification or repeal.

ARTICLE IX

PERPETUAL EXISTENCE

The duration of the Corporation shall be perpetual.

ARTICLE X

AMENDMENTS

From time to time any of the provisions of these Articles of
Incorporation may be amended, altered or repealed, and other provisions that
may, under the statutes of the State of Maryland at the time in force, be
lawfully contained in articles of incorporation may be added or inserted, except
as otherwise provided in Section 10 of Article V of these Articles of
Incorporation, upon the vote of the holders of a majority of the shares of
capital stock of the Corporation outstanding and entitled to vote thereon. All
rights at any time conferred upon the stockholders of the Corporation by these
Articles of Incorporation are subject to the provisions of this Article X.

------------------------

6
<PAGE>

The term "Articles of Incorporation" as used herein and in the Bylaws
of the Corporation shall be deemed to mean these Articles of Incorporation as
from time to time amended, amended and restated, or supplemented.

The undersigned incorporator of SELIGMAN NEW TECHNOLOGIES FUND, INC.
hereby executes the foregoing Articles of Incorporation and acknowledges the
same to be his act and further acknowledges that, to the best of his knowledge,
the matters and facts set forth herein are true in all material respects under
the penalties of perjury.

May 19, 1999

/s/ BILLIE SWOBODA
-----------------------------------
BILLIE SWOBODA
INCORPORATOR

SELIGMAN NEW TECHNOLOGIES FUND, INC.

BYLAWS

ARTICLE I

STOCKHOLDERS

Section 1.1. Place of Meeting. All meetings of the stockholders of the
Corporation shall be held at the principal office of the Corporation in the
State of Maryland or at such other place within the United States as may from
time to time be designated by the Board of Directors and stated in the notice of
such meeting.

Section 1.2. Annual Meetings. The Corporation is not required to hold
an annual meeting in any year in which the election of Directors is not required
by the Investment Company Act of 1940 (the "1940 Act"). If the Corporation is
required to hold a meeting of stockholders to elect Directors, such meeting
shall be designated an annual meeting and shall be held on such date no later
than 120 days after the occurrence of the event requiring the meeting and at
such hour as may be designated by the Board of Directors and stated in the
notice of such meeting. Any business of the Corporation may be considered at an
annual meeting without being specified in the notice, except as otherwise
required by law or these Bylaws.

Section 1.3. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board, the
President, or a majority of the Board of Directors. Special meetings of
stockholders shall also be called by the Secretary on the written request of
stockholders holding not less than 50% of the votes entitled to be cast thereat.
Such request shall state the purpose or purposes of the proposed meeting and the
matters proposed to be acted on at such proposed meeting. The Secretary shall
inform such stockholders of the reasonably estimated cost of preparing and
mailing such notice of meeting and upon payment to the Corporation of such
costs, the Secretary shall give notice as required in this Article to all
stockholders entitled to notice of such meeting. No special meeting of
stockholders need be called upon the request of the stockholders entitled to
cast less than a majority of all votes entitled to be cast at such meeting to
consider any matter that is substantially the same as a matter voted upon at any
special meeting of stockholders held during the preceding 12 months.

Section 1.4. Notice of Meetings of Stockholders. Not less than 10 days'
and not more than 90 days' written or printed notice of every meeting of
stockholders, stating the time and place thereof (and the purpose of any special
meeting), shall be given to each stockholder entitled to vote thereat and to
each other stockholder entitled to notice of meeting by leaving the same with
such stockholder or at such stockholder's residence or usual place of business
or by mailing it, postage prepaid, and addressed to such

<PAGE>

stockholder at such stockholder's address as it appears upon the books of the
Corporation. If mailed, notice shall be deemed to be given when deposited in the
mail addressed to the stockholder as aforesaid.

No notice of the time, place or purpose of any meeting of stockholders
need be given to any stockholder who waives such notice by: (1) his presence at
the meeting in person or by proxy; or (2) his signing, before or after the
meeting, a waiver of notice which is filed with the records of the meeting.

Section 1.5. Record Dates. The Board of Directors may fix, in advance,
a record date for the determination of stockholders entitled to notice of or to
vote at any stockholders' meeting or to receive a dividend or be allotted rights
or for the purpose of any other proper determination with respect to
stockholders and only stockholders of record on such date shall be entitled to
notice of and to vote at such meeting or to receive such dividends or rights or
otherwise, as the case may be; provided, however, that such record date shall
not be more than 90 days preceding the date of any such meeting of stockholders,
dividend payment date, date for the allotment of rights or other such action
requiring the determination of a record date; and further provided that such
record date shall not be prior to the close of business on the day the record
date is fixed, that the transfer books shall not be closed for a period longer
than 20 days, and that in the case of a meeting of stockholders, the record date
or the closing of the transfer books shall not be less than 10 days prior to the
date fixed for such meeting.

Section 1.6. Quorum; Adjournment of Meetings. The presence in person or
by proxy of stockholders entitled to cast a majority of the votes entitled to be
cast thereat shall constitute a quorum at all meetings of the stockholders
except as otherwise provided in the Articles of Incorporation or the Maryland
General Corporation Law. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the holders of a majority of the
stock present in person or by proxy shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote at such meeting shall be present, to
a date not more than 120 days after the original record date. At such adjourned
meeting at which the requisite amount of stock entitled to vote thereat shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

Section 1.7. Voting and Inspectors. Unless otherwise provided in the
Articles of Incorporation of the Corporation, at all meetings, each stockholder
of record entitled to vote thereat shall have one vote for each share of stock
held in his name on the books of the Corporation on the date of determination of
the stockholders entitled to vote at such meeting; stockholders of record
holding fractional shares, if any, shall have proportionate voting rights. The
stockholder may vote either in person or by proxy appointed by instrument in
writing subscribed by such stockholder or his duly authorized attorney.

<PAGE>

All elections and all questions shall be decided by a majority of the
votes cast at a duly constituted meeting, except as otherwise provided by
statute or by the Articles of Incorporation or by these Bylaws.

At any election of Directors, the Chairman of the meeting may, and upon
the request of the holders of 10% of the stock entitled to vote at such election
shall, appoint two inspectors of election who shall first subscribe an oath or
affirmation to execute faithfully the duties of inspectors at such election with
strict impartiality and according to the best of their ability, and shall after
the election make a certificate of the result of the vote taken.

Section 1.8. Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over by the Chairman of the Board, or if he is
not present, by the President, or if he is not present, by a Vice-President, or
if none of them is present, by a Chairman to be elected at the meeting. The
Secretary of the Corporation, if present, shall act as a Secretary of such
meetings, or if he is not present, an Assistant Secretary shall so act: if
neither the Secretary nor an Assistant Secretary is present, then the meeting
shall elect its Secretary.

Section 1.9. Concerning Validity of Proxies, Ballots, etc. At every
meeting of the stockholders, all proxies shall be received and taken in charge
of and all ballots shall be received and canvassed by the Secretary of the
meeting, who shall decide all questions regarding the qualification of voters,
the validity of the proxies and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed by the Chairman of the meeting,
in which event such inspectors of election shall decide all such questions.

Section 1.10. Action Without Meeting. Any action to be taken by
stockholders may be taken without a meeting if (1) all stockholders entitled to
vote on the matter consent to the action in writing, (2) all stockholders
entitled to notice of the meeting, but not entitled to vote at it, sign a
written waiver of any right to dissent, and (3) said consents and waivers are
filed with the records of the meetings of stockholders. Such consent shall be
treated for all purposes as a vote at the meeting.

Section 1.11. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.

(a) The matters to be considered and brought before any annual or
special meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of Directors, as shall be brought
properly before such meeting in compliance with the procedures set forth in this
Section 1.11.

<PAGE>

(b) For any matter to be properly brought before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors, or
(iii) brought before the annual meeting in the manner specified in this Section
1.11 by a stockholder of record or a stockholder (a "Nominee Holder") that holds
voting securities entitled to vote at meetings of stockholders through a nominee
or "street name" holder of record and can demonstrate to the Corporation such
indirect ownership and such Nominee Holder's entitlement to vote such
securities. In addition to any other requirements under applicable law and the
Articles of Incorporation and By-Laws of the Corporation, persons nominated by
stockholders for election as Directors of the Corporation and any other
proposals by stockholders shall be properly brought before the meeting only if
notice of any such matter to be presented by a stockholder at such meeting of
stockholders (the "Stockholder Notice") shall be delivered to the Secretary of
the Corporation at the principal executive office of the Corporation not less
than 60 and not more than 90 days prior to the first anniversary date of the
annual meeting for the preceding year; provided, however, that, if and only if
the annual meeting is not scheduled to be held within a period that commences 30
days before such anniversary date and ends 30 days after such anniversary date
(an annual meeting date outside such period being referred to herein as an
"Other Annual Meeting Date"), such Stockholder Notice shall be given in the
manner provided herein by the later of the close of business on (i) the date 60
days prior to such Other Meeting Date or (ii) the 10th day following the date
such Other Annual Meeting Date is first publicly announced or disclosed. Any
stockholder desiring to nominate any person or persons (as the case may be) for
election as a Director or Directors of the Corporation shall deliver, as part of
such Stockholder Notice: (i) a statement in writing setting forth (A) the name
of the person or persons to be nominated, (B) the number and class of all shares
of each class of stock of the Corporation owned of record and beneficially by
each such person, as reported to such stockholder by such nominee(s), (C) the
information regarding each such person required by paragraph (b) of Item 22 of
Rule 14a-101 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or the corre
sponding provisions of any regulation or rule subsequently adopted by the
Securities and Exchange Commission applicable to the Corporation), (D) whether
such stockholder believes any nominee will be an "interested person" of the
Corporation (as defined in the 1940 Act) and, if not an "interested person",
information regarding each nominee that will be sufficient for the Corporation
to make such determination, and (E) the number of shares of each class of stock
of the Corporation owned of record and beneficially by such stockholder; (ii)
each such person's signed consent to serve as a Director of the Corporation if
elected; (iii) such stockholder's name and address; and (iv) in the case of a
Nominee Holder, evidence establishing such Nominee Holder's indirect ownership
of, and entitlement to vote, securities at the meeting of stockholders. Any
stockholder who gives a Stockholder Notice of any matter proposed to be brought
before the meeting (not involving nominees for Director) shall deliver, as part
of such Stockholder Notice: (i) the text of the proposal to be presented; (ii) a
brief written statement setting forth (A) the reasons why such stockholder
favors the proposal, (B) such stockholder's name and address, (C) the number of
shares of each

<PAGE>

class of stock of the Corporation owned of record and beneficially by such
stockholder, and (D), if applicable, any material interest of such stockholder
in the matter proposed (other than as a stockholder); and (iii) in the case of a
Nominee Holder, evidence establishing such Nominee Holder's indirect ownership
of, and entitlement to vote, securities at the meeting of stockholders. As used
herein, shares "beneficially owned" shall mean all shares which such person is
deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange
Act.

Notwithstanding anything in this Section 1.11 to the contrary, in the
event that the number of Directors to be elected to the Board of Directors of
the Corporation is increased, and either all of the nominees for Director or the
size of the increased Board of Directors are not publicly announced or disclosed
by the Corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting, then a Stockholder Notice shall also be
considered timely hereunder, but only with respect to nominees for any new
positions created by such increase, if it is delivered to the Secretary of the
Corporation at the principal executive office of the Corporation not later than
the close of business on the 10th day following the first date all of such
nominees or the size of the increased Board of Directors shall have been
publicly announced or disclosed.

(c) No business other than that stated in the notice shall be
transacted at any special meeting. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more Directors to the
Board of Directors, any stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the Stockholder Notice required by clause (b) of this
Section 1.11 is delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not later than the close of business on the
10th day following the day on which the date of the special meeting and the
nominees proposed by the Board of Directors to be elected at such meeting are
publicly announced or disclosed.

(d) For purposes of this Section 1.11, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission.

(e) In no event shall the adjournment of an annual meeting, or any
announcement thereof, commence a new period for the giving of notice as provided
in this Section 1.11. This Section 1.11 shall not apply to stockholder proposals
made pursuant to Rule 14a-8 under the Exchange Act.

(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to deter mine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly

<PAGE>

given in the manner provided in this Section 1.11 and, if not so given, shall
direct and declare at the meeting that such nominees and other matters shall not
be considered.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1. Function of Directors. The business and affairs of the
Corporation shall be conducted and managed by the Board of Directors. All powers
of the Corporation shall be exercised by the Board of Directors except as
conferred on or reserved to the stockholders by statute.

Section 2.2. Number of Directors. The Board of Directors shall consist
of not less than three and not more than 20 Directors, as may be determined from
time to time by vote of a majority of the Directors then in office.

Section 2.3. Vacancies. In the case of any vacancy in the Board of
Directors through death, resignation or other cause, other than an increase in
the number of Directors, a majority of the remaining Directors, even if a
majority is less than a quorum, by an affirmative vote, may elect a successor to
hold office until the next annual meeting of stockholders or until his successor
is chosen and qualifies if, immediately after filling any such vacancy, at least
two-thirds of the Directors then holding office shall have been elected to such
office by the holders of outstanding voting securities of the Corporation.

If at any time the number of Directors elected by holders of
outstanding voting securities of the Corporation is less than a majority of the
members of the Board of Directors, the Board of Directors or proper Officer of
the Corporation shall forthwith cause to be held as promptly as possible and in
any event within 60 days a meeting of such holders for the purpose of electing
Directors to fill any existing vacancies in the Board of Directors, unless the
Securities and Exchange Commission shall by order extend such period.

Section 2.4. Increase or Decrease in Number of Directors. The Board of
Directors, by the vote of a majority of the entire Board, may increase the
number of Directors and may elect Directors to fill the vacancies created by any
such increase in the number of Directors until the next annual meeting or until
their successors are duly chosen and qualified if, immediately after filling any
such vacancies, at least two-thirds of the Directors then holding office shall
have been elected to such office by the holders of outstanding voting securities
of the Corporation. The Board of Directors, by the vote of a majority of the
entire Board, may likewise decrease the number of Directors to a number not less
than three.

Section 2.5. Place of Meeting. The Directors may hold their meetings
within or outside the State of Maryland, at any office or offices of the
Corporation or at any other place as they may from time to time determine.

<PAGE>

Section 2.6. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and on such notice as the Directors may
from time to time determine.

The annual meeting of the Board of Directors shall be held as soon as
practicable after the annual meeting of the stockholders for the election of
Directors or, if no such annual meeting is held, within 120 days after the close
of the Corporation's most recently ended fiscal year.

Section 2.7. Special Meetings. Special meetings of the Board of
Directors may be held from time to time upon call of the Chairman of the Board,
the President, the Secretary or two or more of the Directors, by oral or
telegraphic or written notice duly served on or sent or mailed to each Director
not less than one day before such meeting.

Section 2.8. Notices. Unless required by statute or otherwise
determined by resolution of the Board of Directors in accordance with these
Bylaws, notices to Directors need not be in writing and need not state the
business to be transacted at or the purpose of any meeting, and no notice need
be given to any Director who is present in person or to any Director who, before
or after the meeting, signs a waiver of notice which is filed with the records
of the meeting. Waivers of notice need not state the purpose or purposes of such
meeting.

Section 2.9. Quorum. One-third of the Directors then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Directors. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum shall have been
obtained. The act of the majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Directors, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation
or by these Bylaws.

Section 2.10. Executive Committee. The Board of Directors may appoint
from the Directors an Executive Committee to consist of such number of Directors
(one or more) as the Board may from time to time determine. The Chairman of the
Committee shall be elected by the Board of Directors. The Board of Directors
shall have power at any time to change the members of such Committee and may
fill vacancies in the Committee by election from the Directors. When the Board
of Directors is not in session, to the extent permitted by law, the Executive
Committee shall have and may exercise any or all of the powers of the Board of
Directors in the management and conduct of the business and affairs of the
Corporation. The Executive Committee may fix its own rules of procedure and may
meet when and as provided by such rules or by resolution of the Board of
Directors, but in every case the presence of a majority shall be necessary to
constitute a quorum. During the absence of a member of the Executive Committee,
the remaining members may appoint a member of the Board of Directors to act in
his place.

<PAGE>

Section 2.11. Other Committees. The Board of Directors may appoint from
the Directors other committees which shall in each case consist of such number
of Directors (not less than two) and, to the extent permitted by law, shall have
and may exercise such powers as the Board may determine in the resolution
appointing them. A majority of all the members of any such committee may
determine its actions and fix the time and place of its meetings, unless the
Board of Directors shall otherwise provide. The Board of Directors shall have
power at any time to change the members or powers of any such committee, to fill
vacancies and to discharge any such committee.

Section 2.12. Telephone Meetings. Members of the Board of Directors or
a committee of the Board of Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means, subject to the provisions of the 1940 Act,
constitutes presence in person at the meeting.

Section 2.13. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if a written consent to such action is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

Section 2.14. Compensation of Directors. No Director shall receive any
stated salary or fees from the Corporation for his services as such if such
Director is, otherwise than by reason of his being such Director, an "interested
person" (as such term is defined by the 1940 Act) of the Corporation or of its
investment adviser or principal underwriter. Except as provided in the preceding
sentence, Directors shall be entitled to receive such compensation from the
Corporation for their services as may from time to time be approved by the Board
of Directors.

ARTICLE III

OFFICERS

Section 3.1. Executive Officers. The executive officers of the
Corporation shall be chosen by the Board of Directors. These may include a
Chairman of the Board of Directors (who shall be a Director) and shall include a
President, a Secretary and a Treasurer. The Board of Directors or the Executive
Committee may also in its discretion appoint one or more Vice-Presidents,
Assistant Secretaries, Assistant Treasurers and other officers, agents and
employees, who shall have such authority and perform such duties as the Board of
Directors or the Executive Committee may determine. The Board of Directors may
fill any vacancy which may occur in any office. Any two offices, except those of
President and Vice-President, may be held by the same person, but no officer
shall execute, acknowledge or verify any

<PAGE>

instrument in more than one capacity, if such instrument is required by law or
these Bylaws to be executed, acknowledged or verified by two or more officers.

Section 3.2. Term of Office. The term of office of all officers shall
be one year and until their respective successors are elected and qualified. Any
officer may be removed from office at any time with or without cause by the vote
of a majority of the whole Board of Directors. Any officer may resign his office
at any time by delivering a written resignation to the Corporation and, unless
otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.3. Powers and Duties. The officers of the Corporation shall
have such powers and duties as shall be stated in a resolution of the Board of
Directors, or the Executive Committee and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board of Directors and the Executive Committee.

Section 3.4. Surety Bonds. The Board of Directors may require any
officer or agent of the Corporation to execute a bond (including, without
limitation, any bond required by the 1940 Act and the rules and regulations of
the Securities and Exchange Commission) to the Corporation in such sum and with
such surety or sureties as the Board of Directors may determine, conditioned
upon the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting of any of the Corporation's
property, funds or securities that may come into his hands.

ARTICLE IV

CAPITAL STOCK

Section 4.1. Certificates of Stock. The shares of stock of the
Corporation shall be issued in uncertificated form only.

Section 4.2. Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent or
transfer clerk, and only if all taxes have been paid in respect of such shares.
Except as otherwise provided by law, the Corporation shall be entitled to
recognize the exclusive rights of a person in whose name any share or shares
stand on the record of Stockholders as the owner of such share or shares for all
purposes, including, without limitation, the rights to receive dividends or
other distributions, and to vote as such owner, and the Corporation shall not be
bound to recognize any equitable or legal claim to or interest in any such share
or shares on the part of any other person.

<PAGE>

Section 4.3. Stock Ledgers. The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the number of shares
held by them respectively, shall be kept at the principal office of the
Corporation or, if the Corporation employs a transfer agent, at the offices of
such transfer agent or subagent of the Corporation.

Section 4.4. Transfer Agents and Registrars. The Board of Directors may
from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the Corporation, and it may appoint the same
person as both transfer agent and registrar.

ARTICLE V

CORPORATE SEAL; LOCATION OF
OFFICES; BOOKS; NET ASSET VALUE

Section 5.1. Corporate Seal. The Board of Directors may provide for a
suitable corporate seal, in such form and bearing such inscriptions as it may
determine. Any officer or Director shall have the authority to affix the
corporate seal. If the Corporation is required to place its corporate seal to a
document, subject to applicable law, it shall be sufficient to place the word
"(seal)" adjacent to the signature of the person authorized to sign the document
on behalf of the Corporation.

Section 5.2. Location of Offices. The Corporation shall have a
principal office in the State of Maryland. The Corporation may, in addition,
establish and maintain such other offices as the Board of Directors or any
officer may, from time to time, determine.

Section 5.3. Books and Records. The books and records of the
Corporation shall be kept at the places, within or outside the State of
Maryland, as the Board of Directors or any officer may determine; provided,
however, that the original or a certified copy of the Bylaws, including any
amendments to them, shall be kept at the Corporation's principal office.

Section 5.4. Annual Statement of Affairs. The President or any other
executive officer of the Corporation shall prepare annually a full and correct
statement of the affairs of the Corporation, to include a balance sheet and a
financial statement of operations for the preceding fiscal year. The statement
of affairs shall be submitted at any annual meeting of stockholders of the
Corporation and shall be placed on file at the Corporation's principal office
within 20 days after such annual meeting. In the event the Corporation is not
required to hold an annual meeting of stockholders, the statement of affairs
shall be placed on file at the principal office of the Corporation within 120
days after the end of the Corporation's fiscal year to which the statement
relates.

<PAGE>

Section 5.5. Net Asset Value. Subject to any requirements of the
Corporation's Articles of Incorporation, the value of the Corporation's net
assets shall be determined at such times and by such method as shall be
established from time to time by the Board of Directors.

ARTICLE VI

FISCAL YEAR AND ACCOUNTANT

Section 6.1. Fiscal Year. The fiscal year of the Corporation, unless
otherwise fixed by resolution of the Board of Directors, shall begin on the
first day of January and shall end on the last of December in each year.

Section 6.2. Accountant. The Corporation shall employ an independent
public accountant or a firm of independent public accountants as its Accountant
to examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The employment of the Accountant shall be
conditioned upon the right of the Corporation to terminate the employment
forthwith without any penalty by vote of a majority of the outstanding voting
securities at any stockholders' meeting called for that purpose.

ARTICLE VII

INDEMNIFICATION AND INSURANCE

Section 7.1. Indemnification and Advancement of Expenses. The
Corporation shall indemnify any person who is or was a Director, officer or
employee of the Corporation and may advance the reasonable expenses incurred by
a Director, officer or employee who is a party to a proceeding to the maximum
extent permitted by the Maryland General Corporation Law. No amendment of this
Article VII shall impair the rights of any person arising at any time with
respect to events occurring prior to such amendment. The rights of
indemnification and advancement of expenses provided in this Article VII shall
neither be exclusive of, nor be deemed in limitation of, any right to which any
person may otherwise be entitled or permitted by contract or otherwise.

Section 7.2. Limitations. Notwithstanding anything in Section 7.1 to
the contrary, no Director, officer or employee of the Corporation shall be
indemnified against any liability to the Corporation or its stockholders to
which he is subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office. In the case of criminal proceedings, no Director, officer or employee
shall be indemnified for any penalty or expense incurred by the Director,
officer or employee in connection with such proceedings in circumstances where
the Director, officer or employee had reasonable cause to believe that the act
or omission was unlawful.

<PAGE>

Section 7.3. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, officer, or employee
of the Corporation or who, while a Director, officer, employee, or agent of the
Corporation, is or was serving at the request of the Corporation as a Director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against and incurred by such person in any such capacity or
arising out of such person's position, whether or not the Corporation would have
power to indemnify such person against such liability.

ARTICLE VIII

AMENDMENT OF BYLAWS

The Bylaws of the Corporation may be altered, amended, added to or
repealed only by a majority of the entire Board of Directors.

MANAGEMENT AGREEMENT

MANAGEMENT AGREEMENT, dated as of June 24,1999, between SELIGMAN NEW
TECHNOLOGIES FUND, INC., a Maryland corporation (the "Corporation") and J. & W.
SELIGMAN & CO. INCORPORATED, a Delaware corporation (the "Manager").

In consideration of the mutual agreements herein made, the parties
hereto agree as follows:

1. DUTIES OF THE MANAGER. The Manager shall manage the affairs of the
Corporation including, but not limited to, continuously providing the
Corporation with investment management services, including investment research,
advice and supervision, determining which securities shall be purchased or sold
by the Corporation, making purchases and sales of securities on behalf of the
Corporation and determining how voting and other rights with respect to
securities of the Corporation shall be exercised, subject in each case to the
control of the Board of Directors of the Corporation and in accordance with the
objectives, policies and principles set forth in the Registration Statement and
Prospectus of the Corporation and the requirements of the Investment Company Act
of 1940 (the "1940 Act") and other applicable law. In performing such duties,
the Manager shall provide such office space, such bookkeeping, accounting,
internal legal, clerical, secretarial and administrative services (exclusive of,
and in addition to, any such services provided by any others retained by the
Corporation) and such executive and other personnel as shall be necessary for
the operations of the Corporation. The Corporation understands that the Manager
also acts as the manager of all of the investment companies in the Seligman
Group.

Subject to Section 36 of the 1940 Act, the Manager shall not be liable
to the Corporation for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Corporation and the performance of its duties under this Agreement except
for willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.

2. EXPENSES. The Manager shall pay all of its expenses arising from the
performance of its obligations under Section 1 and shall pay any salaries, fees
and expenses of the directors of the Corporation who are employees of the
Manager or its affiliates. The Manager shall not be required to pay any other
expenses of the Corporation, including, but not limited to, direct charges
relating to the purchase and sale of portfolio securities, interest charges,
fees and expenses of independent attorneys and auditors, taxes and governmental
fees, cost of stock certificates and any other expenses (including clerical
expenses) of issue, sale, repurchase or redemption of shares, expenses of
registering and qualifying shares for sale, expenses of printing and
distributing reports, notices and proxy materials to shareholders, expense of
corporate data processing and related services, shareholder recordkeeping and
shareholder account services, expenses of printing and filing reports and other
documents filed with governmental agencies, expenses of printing and
distributing prospectuses, expenses of annual and special shareholders'
meetings, fees and disbursements of transfer agents and custodians, expenses of
disbursing dividends and distributions, fees and expenses of directors of the
Corporation who are not employees of the Manager or its affiliates, membership
dues in the Investment Company Institute, insurance premiums and extraordinary
expenses such as litigation expenses.

-1-

<PAGE>

3. COMPENSATION. (a) As compensation for the services performed and the
facilities and personnel provided by the Manager pursuant to Section 1, the
Corporation will pay to the Manager promptly after the end of each month a fee,
calculated on each day during such month at the annual rate of 2.00% of the
Corporation's average daily net assets.

(b) If the Manager shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.

4. PURCHASE AND SALE OF SECURITIES. The Manager shall purchase
securities from or through and sell securities to or through such persons,
brokers or dealers (including the Manager or an affiliate of the Manager) as the
Manager shall deem appropriate in order to carry out the policy with respect to
portfolio transactions as set forth in the Registration Statement and Prospectus
of the Corporation or as the Board of Directors of the Corporation may direct
from time to time. In providing the Corporation with investment management and
supervision, it is recognized that the Manager will seek the most favorable
price and execution, and, consistent with such policy, may give consideration to
the research, statistical and other services furnished by brokers or dealers to
the Manager for its use, to the general attitude of brokers or dealers toward
investment companies and their support of them, and to such other considerations
as the Board of Directors of the Corporation may direct or authorize from time
to time.

Notwithstanding the above, it is understood that it is desirable for
the Corporation that it have access to supplemental investment and market
research and security and economic analysis provided by brokers who execute
brokerage transactions at a higher cost to the Corporation than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and execution. Therefore, the Manager is authorized to place orders for
the purchase and sale of securities for the Corporation with such brokers,
subject to review by the Corporation's Board of Directors from time to time with
respect to the extent and continuation of this practice. It is understood that
the services provided by such brokers may be useful to the Manager in connection
with its services to other clients as well as the Corporation.

The placing of purchase and sale orders may be carried out by the
Manager or any wholly-owned subsidiary of the Manager.

If, in connection with purchases and sales of securities for the
Corporation, the Manager or any subsidiary of the Manager may, without material
risk, arrange to receive a soliciting dealer's fee or other underwriter's or
dealer's discount or commission, the Manager shall, unless otherwise directed by
the Board of Directors of the Corporation, obtain such fee, discount or
commission and the amount thereof shall be applied to reduce the compensation to
be received by the Manager pursuant to Section 3 hereof.

Nothing herein shall prohibit the Board of Directors of the Corporation
from approving the payment by the Corporation of additional compensation to
others for consulting services, supplemental research and security and economic
analysis.

5. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until December 31, 2000, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the Manager
shall not have notified the Corporation in writing at least 60 days prior to
such December 31 or prior to December 31 of any year thereafter that it does not

-2-

<PAGE>

desire such continuance. This Agreement may be terminated at any time without
payment of penalty by the Corporation, on 60 days' written notice to the
Manager, by vote of the Board of Directors of the Corporation or by vote of a
majority of the outstanding voting securities of the Corporation (as defined by
the 1940 Act). This Agreement shall automatically terminate in the event of its
assignment (as defined by the 1940 Act).

6. RIGHT OF MANAGER IN CORPORATE NAME. The Manager and the Corporation
each agree that the word "Seligman", which comprises a component of the
Corporation's name, is a property right of the Manager. The Corporation agrees
and consents that (i) it will only use the word "Seligman" as a component of its
corporate name and for no other purpose, (ii) it will not purport to grant to
any third party the right to use the word "Seligman" for any purpose, (iii) the
Manager or any corporate affiliate of the Manager may use or grant to others the
right to use the word "Seligman", or any combination or abbreviation thereof, as
all or a portion of a corporate or business name or for any commercial purpose,
including a grant of such right to any other investment company, and at the
request of the Manager, the Corporation will take such action as may be required
to provide its consent to the use of the word "Seligman", or any combination or
abbreviation thereof, by the Manager or any corporate affiliate of the Manager,
or by any person to whom the Manager or an affiliate of the Manager shall have
granted the right to such use; and (iv) upon the termination of any management
agreement into which the Manager and the Corporation may enter, the Corporation
shall, upon request by the Manager, promptly take such action, at its own
expense, as may be necessary to change its corporate name to one not containing
the word "Seligman" and following such change, shall not use the word
"Seligman", or any combination thereof, as a part of its corporate name or for
any other commercial purpose, and shall use its best efforts to cause its
officers, directors and stockholders to take any and all actions which the
Manager may request to effect the foregoing and to reconvey to the Manager any
and all rights to such word.

7. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon either of the parties, to do anything in violation of
any applicable laws or regulations.

IN WITNESS WHEREOF, the Corporation and the Manager have caused this
Agreement to be executed by their duly authorized officers as of the date first
above written.

SELIGMAN NEW TECHNOLOGIES FUND, INC.

By /s/ Brian T. Zino
--------------------------------
Brian T. Zino, President

J. & W. SELIGMAN & CO. INCORPORATED

By /s/ William C. Morris
--------------------------------
William C. Morris, Chief
Executive Officer

-3-

DISTRIBUTING AGREEMENT
----------------------

DISTRIBUTING AGREEMENT, dated as of June 24, 1999, between SELIGMAN NEW
TECHNOLOGIES FUND, INC., a Maryland corporation (the "Fund"), and SELIGMAN
ADVISORS, INC., a Delaware corporation ("Seligman Advisors").

In consideration of the mutual agreements herein made, the parties hereto
agree as follows:

1. Exclusive Distributor. The Fund hereby agrees that Seligman Advisors shall
be for the period of this Agreement exclusive agent for distribution within
the United States and its territories, and Seligman Advisors agrees to use
its best efforts during such period to effect such distribution, of shares
of capital stock ("Shares") of the Fund; provided, however, that nothing
herein shall prevent the Fund, if it so elects, from selling or otherwise
distributing its Shares directly to any persons other than dealers. The
Fund understands that Seligman Advisors also acts as agent for distribution
of the shares of capital stock or beneficial interests of certain open-end
investment companies which have entered into management agreements with J.
& W. Seligman & Co. Incorporated.

2. Sales of Shares.

(a) The Shares will be offered initially at a fixed price (plus applicable
sales charges) during an offering period (the "Initial Offering
Period") that will terminate on the date specified in the preliminary
prospectus of the Fund, as the same may be amended or supplemented
during the Initial Offering Period. Sales of Shares during the Initial
Offering Period will be limited to an aggregate value of approximately
$500 million. Not less than 30 days after completion of the Initial
Offering Period, the Fund may commence a continuous offering of its
Shares at a price equal to their net asset value plus applicable sales
charges, as disclosed in the Fund's then current Prospectus (as defined
below). Such continuous offering may be discontinued at any time by the
officers of the Fund for any reason sufficient to them. The Fund may,
upon notice to Seligman Advisors, commence other continuous offerings
from time to time in the future. The Fund will advise Seligman Advisors
of any limit on the aggregate value of Shares to be sold during any
continuous offering. The Initial Offering Period and any subsequent
continuous offerings are referred to herein as "Offering Periods."

(b) Seligman Advisors is authorized, as agent for the Fund and not as
principal, during any Offering Period (i) to offer and sell Shares of
the Fund to such dealers or brokers as Seligman Advisors may select
pursuant to the terms of written selected dealer agreements or selected
broker agreements, as the case may be, in form or forms approved by the
Fund, and (ii) to offer and sell Shares of the Fund to other

<PAGE>

purchasers on such terms as may be provided in the then current
Prospectus of the Fund relating to such Shares; provided, however, that
no sales of Shares shall be confirmed by Seligman Advisors at any time
when the Fund has informed Seligman Advisors that sales will not be
accepted. Each sale of Shares shall be effected by Seligman Advisors
only at the applicable price determined by the Fund in the manner
prescribed in its then current Prospectus relating to such Shares.
Seligman Advisors shall comply with all applicable laws, rules and
regulations applicable to the sale of Shares. The Fund agrees, as long
as its Shares may legally be issued, to fill all orders confirmed by
Seligman Advisors in accordance with the provisions of this Agreement.

3. Compensation. As compensation for the services of Seligman Advisors under
this Agreement, Seligman Advisors shall be entitled to receive the sales
charge, determined in conformity with the Fund's then current Prospectus
relating to such Shares, on all sales of Shares of the Fund confirmed by
Seligman Advisors hereunder and for which payment has been received, less
the dealers' concession allowed in respect of such sales. Seligman Advisors
acknowledges that, in the initial offering of Shares, the dealers'
concession will be equal to the sales charge and that no portion of the
sales charge will be retained by Seligman Advisors, and that it is
currently contemplated that the same arrangement will be in effect in the
event of an offering after the initial offering.

4. Expenses. The Fund agrees to pay the costs incident to the authorization,
issuance, sale and delivery of the Shares and any taxes payable in that
connection; the costs incident to the preparation, printing and filing
under the Investment Company Act of 1940 (the "1940 Act") and the
Securities Act of 1933 (the "Securities Act") of the Fund's Registration
Statement (as defined below) and notification of registration on Form N8-A
and any amendments and exhibits thereto; the costs of preparing, printing
and distributing the Registration Statement as originally filed and each
amendment thereto and any post-effective amendments thereof (including
exhibits), any preliminary prospectus, the Prospectus and any amendment or
supplement to the Prospectus; the costs of printing this Agreement and the
Selected Dealer Agreement, Selected Broker Agreement and Shareholder
Servicing Agreement; the costs of filings with the National Association of
Securities Dealers, Inc.; the costs and expenses of advertising and sales
material used in any offering of the Shares; and all other costs and
expenses incident to the performance of the obligations of the Fund under
this Agreement; provided that, except as provided in this Section, Seligman
Advisors shall pay their own costs and expenses, including the fees and
expenses of their counsel, any transfer taxes on the Shares which they may
sell, the up-front compensation to dealers, the structuring fee to
PaineWebber Incorporated referred to in the Prospectus and all fees and
related expenses connected with its own qualification as a broker or dealer
authorized under Federal or State laws to distribute shares of a closed-end
"interval" investment company within the meaning of Rule 23c-3 under the
1940 Act; and provided further that in the event the transactions
contemplated hereunder are not consummated, Seligman Advisers will pay all
costs and

<PAGE>

expenses set forth in this Section which the Fund would have paid if such
transactions were consummated.

The Fund also agrees to pay all fees and related expenses which may be
incurred in connection with the qualification of Shares of the Fund for
sale in such States (as well as the District of Columbia, Puerto Rico and
other territories) as Seligman Advisors may designate, and all expenses in
connection with maintaining facilities for the issue and transfer of its
Shares, of supplying information, prices and other data to be furnished by
it hereunder and, through Seligman Data Corp., of all data processing and
related services related to the share distribution activity contemplated
hereby.

5. Prospectus and Other Information. The Fund represents and warrants to and
agrees with Seligman Advisors that:

(a) A registration statement on Form N-2, including a prospectus relating
to the Shares, has been filed by the Fund under both the Securities Act
and the 1940 Act. Such registration statement, as from time to time
hereafter amended, and also any other registration statement relating
to the Shares which may be filed by the Fund pursuant to the Securities
Act and the 1940 Act, is herein referred to as the "Registration
Statement", and any prospectus filed by the Fund as a part of the
Registration Statement and any prospectus within the meaning of Rule
482 under the Securities Act prepared or authorized by the Fund, as the
"Prospectus".

(b) As of the date of this Agreement, the Registration Statement has not
been declared effective, and the Fund does not expect it to be declared
effective until on or about the close of the Initial Offering Period;
the Fund will not request Seligman Advisors to confirm any sales of
Shares until such time as the Registration Statement has been declared
effective.

(c) At all times during any Offering Period, the Registration Statement and
Prospectus will conform in all respects to the requirements of the
Securities Act, the 1940 Act and the rules and regulations of the
Securities and Exchange Commission (including, in the case of a
preliminary prospectus, Section 10(b) of the Securities Act and the
rules thereunder), and neither of such documents will include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading (in the case of a Prospectus, in the light of
the circumstances under which they were made), except that the
foregoing does not apply to any statements or omissions in either of
such documents based upon written information furnished to the Fund by
Seligman Advisors specifically for use therein.

<PAGE>

The Fund agrees to prepare and furnish to Seligman Advisors from time to
time a copy of its Prospectus, and authorizes Seligman Advisors to use such
Prospectus, in the form furnished to Seligman Advisors from time to time,
in connection with the sale of the Fund's Shares. The Fund also agrees to
furnish Seligman Advisors from time to time, for use in connection with the
offer and sale of such Shares, such information with respect to the Fund
and its Shares as Seligman Advisors may reasonably request.

6. Compliance with NASD Rules. In selling Fund Shares, Seligman Advisors will
in all respects duly comply with all state and federal laws relating to the
sale of such securities and with all applicable rules and regulations of
all regulatory bodies, including, without limitation, the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., and all
applicable rules and regulations of the Securities and Exchange Commission
under the 1940 Act, and will indemnify and hold the Fund harmless from any
damage or expense on account of any unlawful act by Seligman Advisors or
its agents or employees. Seligman Advisors is not, however, to be
responsible for the acts of other dealers or agents except as and to the
extent that they shall be acting for Seligman Advisors or under its
direction or authority. None of Seligman Advisors, any dealer, any agent or
any other person is authorized by the Fund to give any information or to
make any representations, other than those contained in the Registration
Statement or Prospectus, as supplemented or amended by the Fund from time
to time.

7. No Secondary Market Activity. Seligman Advisors shall have the right to buy
from the Fund the Shares needed, but not more than the Shares needed
(except for reasonable allowances for clerical errors, delays and errors of
transmission and cancellation of orders) to fill unconditional orders for
Shares received by Seligman Advisors from dealers, agents and investors. It
is understood that Shares of the Fund will not be repurchased by Seligman
Advisors or by the Fund (except as described in the Prospectus) and that no
secondary market for the Fund Shares exists currently or is expected to
develop. Any representation as to a tender offer by the Fund, other than
that which is set forth in the Fund's then current Prospectus, is expressly
prohibited. Seligman Advisors hereby covenants that it (i) will not make a
secondary market in any Shares of the Fund, (ii) will not purchase or hold
such Shares in inventory for the purpose of resale in the open market,
(iii) will not repurchase such Shares in the open market and (iv) will
require every dealer or broker or other agent participating in the
distribution of the Fund's Shares in the Offering Periods to make the same
covenants contained in clauses (i), (ii) and (iii) of this Section 7 as a
condition precedent to their participation in such distribution.

8. Indemnification.

(a) The Fund will indemnify and hold harmless Seligman Advisors and each
person, if any, who controls Seligman Advisors within the meaning of
the Securities Act against any losses, claims, damages or liabilities
to which Seligman Advisors or such controlling person may become
subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)

<PAGE>

arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Fund's Registration
Statement or Prospectus or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading (in the case of a Prospectus, in the light of the
circumstances under which they were made); and will reimburse Seligman
Advisors and each such controlling person for any legal or other
expenses reasonably incurred by Seligman Advisors or such controlling
person in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Fund
will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission
made in such Registration Statement or Prospectus in conformity with
written information furnished to the Fund by Seligman Advisors
specifically for use therein; and provided further that nothing herein
shall be so construed as to protect Seligman Advisors against any
liability to the Fund or its security holders to which Seligman
Advisors would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence, in the performance of its duties, or by
reason of the reckless disregard by Seligman Advisors of its
obligations and duties under this Agreement. This indemnity agreement
will be in addition to any liability which the Fund may otherwise have.

(b) Seligman Advisors will indemnify and hold harmless the Fund, each of
its Directors and officers and each person, if any, who controls the
Fund within the meaning of the Securities Act, against any losses,
claims, damages or liabilities to which the Fund or any such Director,
officer or controlling person may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or Prospectus or arise out
of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading (in the case of the
Prospectus, in the light of the circumstances under which they were
made), to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission
was made in conformity with written information furnished to the Fund
by Seligman Advisors specifically for use therein; or (ii) any untrue
statement or alleged untrue statement of any material fact contained in
any sales material not prepared or authorized by the Fund which is

<PAGE>

utilized in connection with the sale of Shares or arises out of or is
based upon an omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading; and Seligman Advisors will reimburse any legal or other
expenses reasonably incurred by the Fund or any such Director, officer
or controlling person in connection with investigating or defending any
such loss, claim, damage, liability or action. This indemnity agreement
will be in addition to any liability which Seligman Advisors may
otherwise have.

(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying
party will not relieve it from liability which it may have to any
indemnified party otherwise than under this Section. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party
will be entitled to participate therein and, to the extent that it may
wish, to assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under
this Section for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof other
than reasonable costs of investigation.

9. Effective Date. This Agreement shall become effective upon its execution by
an authorized officer of the respective parties to this Agreement.

10. Term of Agreement. This Agreement shall continue in effect until December
31, 1999 and through December 31 of each year thereafter if such
continuance is approved in the manner required by the 1940 Act and the
rules thereunder and Seligman Advisors shall not have notified the Fund in
writing at least 60 days prior to the anniversary date of the previous
continuance that it does not desire such continuance. This Agreement may be
terminated at any time, without payment of penalty, on 60 days' written
notice to Seligman Advisors by vote of a majority of the Directors of the
Fund who are not interested persons (as defined in the 1940 Act) of the
Fund, or by vote of a majority of the outstanding voting securities of the
Fund (as defined by the 1940 Act). This Agreement shall automatically
terminate in the event of its assignment (as defined in the 1940 Act).

11. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the state of New York. Anything herein to the
contrary notwithstanding, this

<PAGE>

Agreement shall not be construed to require, or to impose any duty upon,
either of the parties to do anything in violation of any applicable laws or
regulations.

IN WITNESS WHEREOF, the Fund and Seligman Advisors have caused this
Agreement to be executed by their duly authorized officers as of the date first
above written.

SELIGMAN NEW TECHNOLOGIES FUND, INC.

By /s/ Brian T. Zino
--------------------------------------
Brian T. Zino, President

SELIGMAN ADVISORS, INC.

By /s/ Stephen J. Hodgdon
--------------------------------------
Stephen J. Hodgdon, President

SELECTED BROKER AGREEMENT

COVERING SHARES OF COMMON STOCK OF

SELIGMAN NEW TECHNOLOGIES FUND, INC.

BETWEEN

SELIGMAN ADVISORS, INC.

AND

------------------------------------------
(NAME OF SELECTED BROKER)

The Selected Broker named above and Seligman Advisors, Inc., exclusive agent for
distribution of shares of common stock of Seligman New Technologies Fund, Inc.,
agree to the terms and conditions set forth in this agreement.

Selected Broker Signature Seligman Advisors, Inc.

- ---------------------------- -----------------------------
Principal Officer Stephen J. Hodgdon, President

- ---------------------------- SELIGMAN ADVISORS, INC.
Address 100 Park Avenue
New York, NY 10017

- ---------------------------- -----------------------------
Employer Identification No. Date

<PAGE>

The Selected Broker and Seligman Advisors, Inc. (the "Distributor"), as
exclusive agent for distribution of shares of common stock (the "Shares") of
Seligman New Technologies Fund, Inc. (the "Fund"), agree as follows in
connection with the initial public offering of Shares of the Fund:

1. Shares may be offered to the public during an initial offering period (the
"Offering Period") that commences, with respect to the Selected Broker, on the
date of this Agreement and will terminate on a date to be notified to the
Selected Broker by the Distributor. The Distributor may extend the Offering
Period in its sole discretion and will notify the Selected Broker of any such
extension.

2. An order for Shares of the Fund will be confirmed at the public offering
price as disclosed in the Fund's prospectus (expected to be $24.25 per Share
plus a sales charge of up to $0.75 per Share determined as set forth in the
prospectus of the Fund) at the close of the Offering Period as determined by the
Distributor. No orders will be accepted until the Fund's registration statement
filed with the Securities and Exchange Commission (the "SEC") has been declared
effective by the SEC. The Selected Broker understands that the registration
statement is not currently effective and is not expected to be declared
effective until shortly prior to the close of the Offering Period, including any
extensions thereof, and that due to extensions of the Offering Period such
effectiveness may occur in a later calendar month than contemplated on the date
of this Agreement. The Distributor may terminate the Offering Period at any
time.

3. The minimum order size is $10,000. Orders will be accepted in increments of
$1,000 above the minimum. All orders are subject to acceptance or rejection by
the Distributor in its sole discretion. The Selected Broker understands that
neither the Fund nor the Distributor has any obligation or intention to purchase
any Shares from the Selected Broker at any price, except that the Fund intends
to make quarterly repurchase offers as described in the prospectus. Any
representation as to a tender offer by the Fund, other than that which is set
forth in the Fund's then current prospectus, is expressly prohibited. The
Selected Broker hereby covenants that it (i) will not make a secondary market in
any Shares of the Fund, (ii) will not purchase or hold such Shares in inventory
for the purpose of resale in the open market, and (iii) will not repurchase such
Shares in the open market.

4. Shares may be offered for sale by the Selected Broker only at the applicable
public offering price. The Distributor will make a reasonable effort to notify
the Selected Broker of any redetermination or suspension of the current public
offering price, but shall be under no liability for failure to do so.

5. The Selected Broker shall remit the purchase price for all orders to the
Fund, with issuing instructions, no later than the third business day following
the termination of the Offering Period. On each purchase of Shares, the Selected
Broker shall be entitled to a concession determined according to the following
formula:

Offering Price Concession
Amount of Purchase (per Share) (per Share)
------------------ -------------- -----------

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

In addition to the foregoing concession, the Distributor will pay to the
Selected Broker, from its own resources, a concession equal to $0.25 per Share
in respect of each Share sold by the Selected Broker.

<PAGE>

No concessions will be paid to the Selected Broker for the investment of
dividends or other distributions in additional Shares.

6. Except for sales to and purchases from the Selected Broker's retail
customers, the Selected Broker agrees to make Shares available only through the
Distributor and not from any other sources and to sell Shares only to the
Distributor or the Fund and not to any other purchasers.

7. By signing this Agreement, both the Distributor and the Selected Broker
warrant that they are members of the National Association of Securities Dealers,
Inc. (the "NASD"), and agree that termination of such membership by either party
at any time shall terminate this Agreement forthwith regardless of the
provisions of paragraph 11 hereof. Each party further agrees to comply with all
rules and regulations of the NASD and specifically to observe the following
provisions:

(a) Neither the Distributor nor the Selected Broker shall withhold placing
customers' orders for Shares so as to profit itself as a result of such
withholding.

(b) The Distributor shall not purchase Shares from the Fund except for the
purpose of covering purchase orders already received, and the Selected
Broker shall not purchase Shares of the Fund through the Distributor other
than for investment, except for the purpose of covering purchase orders
already received.

8. The Selected Broker shall be solely responsible for making all determinations
pursuant to NASD Rule 2310 as to the suitability of Shares for each customer to
whom it recommends Shares.

9. In all transactions between the Distributor and the Selected Broker under
this Agreement, the Selected Broker will act as agent for its customers on a
fully disclosed basis. The names of the Selected Broker's customers shall remain
the sole property of the Selected Broker and shall not be used by the
Distributor for any purpose except for servicing and informational mailings in
the normal course of business to Fund shareholders. The Selected Broker is not
for any purposes employed or retained as or authorized to act as broker, agent
or employee of the Fund or of the Distributor, and the Selected Broker is not
authorized in any manner to act for the Fund or the Distributor or to make any
representations on behalf of the Distributor. In purchasing and selling Shares
under this Agreement, the Selected Broker shall be entitled to rely only upon
matters stated in the current offering prospectus of the Fund and upon such
written representations, if any, as may be made by the Distributor to the
Selected Broker.

10. During the Offering Period, the Distributor will furnish to the Selected
Broker, without charge, reasonable quantities of the current offering prospectus
of the Fund and sales material issued from time to time by the Distributor. The
Selected Broker will not alter such materials in any way or use any other
materials to market the Shares.

11. Either party to this Agreement may cancel this Agreement by written notice
to the other party. Such cancellation shall be effective at the close of
business on the 5th day following the date on which such notice was given. The
Distributor may modify this Agreement at any time by written notice to the
Selected Broker. Such notice shall be deemed to have been given on the date upon
which it was either delivered personally to the other party or any officer or
member thereof, or was mailed postage-paid, or delivered to a telegraph office
for transmission to the other party at his or its address as shown herein.

<PAGE>

12. This Agreement relates to offers and sales of Shares by the Selected Broker
only during the Offering Period and does not relate to offers and sales during
any subsequent continuous offering of Shares.

13. Neither party to this Agreement shall be liable to the other party for any
loss incurred as a result of activities hereunder except for (i) acts that
constitute bad faith, willful misconduct or gross negligence and (ii)
obligations expressly assumed under this Agreement.

14. The Distributor agrees to indemnify, defend and hold harmless the Selected
Broker and its predecessors, successors, and affiliates, each current or former
partner, officer, director, employee, shareholder or agent and each person who
controls or is controlled by the Selected Broker from any and all losses,
claims, liabilities, costs, and expenses, including attorneys' fees, that may be
assessed against or suffered or incurred by any of them and which relate to any
untrue statement of, or omission to state, a material fact in the Fund's
registration statement, prospectus, or any written sales literature or other
marketing materials provided by the Distributor to the Selected Broker, required
to be stated therein or necessary to make the statements therein not misleading
(in the case of such prospectus and sales or other marketing materials, in the
light of the circumstances under which they were made).

15. The Selected Broker agrees to indemnify, defend and hold harmless the
Distributor and the Fund and their predecessors, successors, and affiliates,
each current or former partner, officer, director, employee, shareholder or
agent and each person who controls or is controlled by the Distributor from any
and all losses, claims, liabilities, costs, and expenses, including attorneys'
fees, that may be assessed against or suffered or incurred by any of them
howsoever they arise, and as they are incurred, which relate in any way to: (i)
any alleged violation of any statute or regulation (including without limitation
the securities laws and regulations of the United States or any state) or any
alleged tort or breach of contact, related to the offer or sale by the Selected
Broker of Shares pursuant to this Agreement; or (ii) the breach by the Selected
Broker of any of its representations and warranties specified herein or the
Selected Broker's failure to comply with the terms and conditions of this
Agreement.

16. This Agreement shall be construed in accordance with the laws of the State
of New York without regard to conflicts of law principles and shall be binding
upon both parties hereto when signed by the Distributor and by the Selected
Broker in the spaces provided on the cover of this Agreement. This Agreement
shall not be applicable to Shares of the Fund in any jurisdiction in which such
Shares are not qualified for sale. The Distributor will provide the Selected
Broker with a list of the states and other jurisdictions in which the Shares
have been qualified for sale.

SELECTED DEALER AGREEMENT

COVERING SHARES OF COMMON STOCK OF

SELIGMAN NEW TECHNOLOGIES FUND, INC.

BETWEEN

SELIGMAN ADVISORS, INC.

AND

------------------------------------------
(NAME OF SELECTED DEALER)

The Selected Dealer named above and Seligman Advisors, Inc., exclusive agent for
distribution of shares of common stock of Seligman New Technologies Fund, Inc.,
agree to the terms and conditions set forth in this agreement.

Selected Dealer Signature Seligman Advisors, Inc.

- ------------------------------ -----------------------------
Principal Officer Stephen J. Hodgdon, President

SELIGMAN ADVISORS, INC.
- ------------------------------ 100 Park Avenue
Address New York, NY 10017

- ------------------------------ -----------------------------
Employer Identification No. Date

<PAGE>

The Selected Dealer and Seligman Advisors, Inc. (the "Distributor"), as
exclusive agent for distribution of shares of common stock (the "Shares") of
Seligman New Technologies Fund, Inc. (the "Fund"), agree as follows in
connection with the initial public offering of Shares of the Fund:

1. Shares may be offered to the public during an initial offering period (the
"Offering Period") that commences, with respect to the Selected Dealer, on
the date of this Agreement and will terminate on a date to be notified to
the Selected Dealer by the Distributor. The Distributor may extend the
Offering Period in its sole discretion and will notify the Selected Dealer
of any such extension.

2. An order for Shares of the Fund will be confirmed at the public offering
price as disclosed in the Fund's prospectus (expected to be $24.25 per
Share plus a sales charge of up to $0.75 per Share determined as set forth
in the prospectus of the Fund) at the close of the Offering Period as
determined by the Distributor. No orders will be accepted until the Fund's
registration statement filed with the Securities and Exchange Commission
(the "SEC") has been declared effective by the SEC. The Selected Dealer
understands that the registration statement is not currently effective and
is not expected to be declared effective until shortly prior to the close
of the Offering Period, including any extensions thereof, and that due to
extensions of the Offering Period such effectiveness may occur in a later
calendar month than contemplated on the date of this Agreement. The
Distributor may terminate the Offering Period at any time.

3. The minimum order size is $10,000. Orders will be accepted in increments of
$1,000 above the minimum. All orders are subject to acceptance or rejection
by the Distributor in its sole discretion. The Selected Dealer understands
that neither the Fund nor the Distributor has any obligation or intention
to purchase any Shares from the Selected Dealer at any price, except that
the Fund intends to make quarterly repurchase offers as described in the
prospectus. Any representation as to a tender offer by the Fund, other than
that which is set forth in the Fund's then current prospectus, is expressly
prohibited. The Selected Dealer hereby covenants that it (i) will not make
a secondary market in any Shares of the Fund, (ii) will not purchase or
hold such Shares in inventory for the purpose of resale in the open market,
and (iii) will not repurchase such Shares in the open market.

4. Shares may be offered for sale and sold by the Selected Dealer only at the
applicable public offering price. The Distributor will make a reasonable
effort to notify the Selected Dealer of any redetermination or suspension
of the current public offering price, but shall be under no liability for
failure to do so.

5. The Selected Dealer shall remit the purchase price for all orders to the
Fund, with issuing instructions, no later than the third business day
following the termination of the Offering Period. On each purchase of
Shares, the Selected Dealer shall be entitled to a concession determined
according to the following formula:

Offering Price Concession
Amount of Purchase (per Share) (per Share)
------------------ -------------- ------------

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

In addition to the foregoing concession, the Distributor will pay to the
Selected Dealer, from its own resources, a concession equal to $0.25 per
Share in respect of each Share sold by the Selected Dealer.

No concessions will be paid to the Selected Dealer for the investment of
dividends or other distributions in additional Shares.

<PAGE>

6. Except for sales to and purchases from the Selected Dealer's retail
customers, the Selected Dealer agrees to buy Shares only through the
Distributor and not from any other sources and to sell Shares only to the
Distributor or the Fund and not to any other purchasers.

7. By signing this Agreement, both the Distributor and the Selected Dealer
warrant that they are members of the National Association of Securities
Dealers, Inc. (the "NASD"), and agree that termination of such membership
by either party at any time shall terminate this Agreement forthwith
regardless of the provisions of paragraph 11 hereof. Each party further
agrees to comply with all rules and regulations of the NASD and
specifically to observe the following provisions:

(a) Neither the Distributor nor the Selected Dealer shall withhold placing
customers' orders for Shares so as to profit itself as a result of
such withholding.

(b) The Distributor shall not purchase Shares from the Fund except for the
purpose of covering purchase orders already received, and the Selected
Dealer shall not purchase Shares of the Fund through the Distributor
other than for investment, except for the purpose of covering purchase
orders already received.

8. The Selected Dealer shall be solely responsible for making all
determinations pursuant to NASD Rule 2310 as to the suitability of Shares
for each customer to whom it recommends Shares.

9. In all transactions between the Distributor and the Selected Dealer under
this Agreement, the Selected Dealer will act as principal in purchasing
from or selling to the Distributor. The Selected Dealer is not for any
purposes employed or retained as or authorized to act as broker, agent or
employee of the Fund or of the Distributor, and the Selected Dealer is not
authorized in any manner to act for the Fund or the Distributor or to make
any representations on behalf of the Distributor. In purchasing and selling
Shares under this Agreement, the Selected Dealer shall be entitled to rely
only upon matters stated in the current offering prospectus of the Fund and
upon such written representations, if any, as may be made by the
Distributor to the Selected Dealer.

10. During the Offering Period, the Distributor will furnish to the Selected
Dealer, without charge, reasonable quantities of the current offering
prospectus of the Fund and sales material issued from time to time by the
Distributor. The Selected Dealer will not alter such materials in any way
or use any other materials to market the Shares.

11. Either party to this Agreement may cancel this Agreement by written notice
to the other party. Such cancellation shall be effective at the close of
business on the 5th day following the date on which such notice was given.
The Distributor may modify this Agreement at any time by written notice to
the Selected Dealer. Such notice shall be deemed to have been given on the
date upon which it was either delivered personally to the other party or
any officer or member thereof, or was mailed postage-paid, or delivered to
a telegraph office for transmission to the other party at his or its
address as shown herein.

12. This Agreement relates to offers and sales of Shares by the Selected Dealer
only during the Offering Period and does not relate to offers and sales
during any subsequent continuous offering of Shares.

14. The Distributor agrees to indemnify, defend and hold harmless the Selected
Dealer and its predecessors, successors, and affiliates, each current or
former partner, officer, director, employee, shareholder or agent and each
person who controls or is controlled by the Selected Dealer from any

<PAGE>

and all losses, claims, liabilities, costs, and expenses, including
attorneys' fees, that may be assessed against or suffered or incurred by
any of them and which relate to any untrue statement of, or omission to
state, a material fact in the Fund's registration statement, prospectus, or
any written sales literature or other marketing materials provided by the
Distributor to the Selected Dealer, required to be stated therein or
necessary to make the statements therein not misleading (in the case of
such prospectus and sales or other marketing materials, in the light of the
circumstances under which they were made).

15. The Selected Dealer agrees to indemnify, defend and hold harmless the
Distributor and the Fund and their predecessors, successors, and
affiliates, each current or former partner, officer, director, employee,
shareholder or agent and each person who controls or is controlled by the
Distributor from any and all losses, claims, liabilities, costs, and
expenses, including attorneys' fees, that may be assessed against or
suffered or incurred by any of them howsoever they arise, and as they are
incurred, which relate in any way to: (i) any alleged violation of any
statute or regulation (including without limitation the securities laws and
regulations of the United States or any state) or any alleged tort or
breach of contact, related to the offer or sale by the Selected Dealer of
Shares pursuant to this Agreement; or (ii) the breach by the Selected
Dealer of any of its representations and warranties specified herein or the
Selected Dealer's failure to comply with the terms and conditions of this
Agreement.

16. This Agreement shall be construed in accordance with the laws of the State
of New York without regard to conflicts of law principles and shall be
binding upon both parties hereto when signed by the Distributor and by the
Selected Dealer in the spaces provided on the cover of this Agreement. This
Agreement shall not be applicable to Shares of the Fund in any jurisdiction
in which such Shares are not qualified for sale. The Distributor will
provide the Selected Dealer with a list of the states and other
jurisdictions in which the Shares have been qualified for sale.

DEFERRED COMPENSATION PLAN FOR DIRECTORS

SELIGMAN NEW TECHNOLOGIES FUND, INC.
("FUND")

1. Election to Defer Payments. Any member of the Board of Directors (herein, a
"Director") of the Fund may elect to have payment of that Director's annual
retainer or meeting fees or both for Board service deferred as provided in this
Plan. The election shall be made in writing prior to, and to take effect from,
the beginning of a calendar year. For any Director in the year in which this
Plan is adopted or for a person elected a director in other than the last
calendar month of a year, the election shall be made within 30 days after that
event and prior to, and to take effect from, the beginning of the calendar
quarter next ensuing after that event. Elections shall continue in effect until
terminated in writing, any such termination to take effect on the first day of
the calendar year beginning after receipt of the notice of termination. An
election shall be irrevocable as to payments deferred in conformity with that
election.

2. Deferred Payment Account. Each deferred retainer or fee shall be credited
at the time when it otherwise would have been payable to an account to be
established in the name of the Director on the books of the Fund (the "Deferred
Payment Account") adjusted for notional investment experience as hereinafter
described.

3. Return on Deferred Payment Account Balance. (a) For purposes of measuring
the investment return on his Deferred Payment Account, the Director may elect to
have the aggregate amount of his deferred compensation (or a specified portion
thereof) receive a return (i) at a rate equal to the return earned on
three-month U.S. Treasury Bills at the beginning of each calendar quarter (the
"Treasury Bill Rate") and such interest shall be credited to the account
quarterly at the end of each calendar quarter, or (ii) at a rate of return
(positive or negative) equal to the rate of return on the shares of any of the
registered investment companies managed by J. & W. Seligman & Co. Incorporated
("Seligman") or any other entity controlling, controlled by, or under common
control with (as such terms are defined in the Investment Company Act of 1940)
Seligman (each, a "Notional Fund"), assuming reinvestment of dividends and
distributions from the Notional Funds. (b) A Director may amend his designation
of investment return as of the end of each calendar quarter by giving written
notice to the President of the Fund at least 30 days prior to the end of such
calendar quarter. A timely change to a Director's designation of investment
return shall become effective on the first day of the calendar quarter following
receipt by the President of the Fund (the "President").

4. Notional Investment Experience. Amounts credited to a Deferred Payment
Account shall be periodically adjusted for notional investment experience. In
each case such notional investment experience shall be determined by treating
the Deferred Payment Account as though an equivalent dollar amount had been
invested and reinvested in one or more of the Notional Funds. The Notional Funds
used as a basis for determining notional investment experience with respect to
any Director's Deferred Payment Account shall be designated by the Director in
writing by instrument of election substantially in the form attached hereto as
Exhibit C and may be changed prospectively by similar written election effective
as of the first day of any calendar quarter. The President may from time to time
limit the Notional Funds available for purposes of such election. If at any time
any Notional Fund that has previously been

1
<PAGE>

designated by a Director as a notional investment shall cease to exist or shall
be unavailable for any reason, or if the Director fails to designate one or more
Notional Funds pursuant to this Section 4, the President may, at his discretion
and upon notice to the Director, treat any amounts notionally invested in such
Notional Fund (whether representing past amounts credited to a Director's
Deferred Payment Account or subsequent fee deferrals or both) as having been
invested at the Treasury Bill Rate, only until such time as the Director shall
have made another investment election in accordance with the foregoing
procedures. Deferred Payment Accounts shall continue to be adjusted for notional
investment experience until distributed in full in accordance with the
distribution method elected by the Director pursuant to Section 5 hereof.

5. Payment of Deferred Amounts. All amounts credited to an account pursuant to
any election by the Director made as provided in Section 1 hereof shall be paid
to the Director

(a) in, or beginning in, the calendar year following the calendar year in
which the Director ceases to be a Director of the Fund, or

(b) in, or beginning in, the calendar year following the earlier of the
calendar year in which the Director ceases to be a Director of the
Fund or attains age 70,

and shall be paid

(d) in 10 or fewer installments, payable on the first day of each year
commencing with the calendar year in which payment is to begin, all as
the Director shall specify in making the election. If the payment is
to be made in installments, the amount of each installment shall be
equal to a fraction of the total of the amounts in the account at the
date of the payment the numerator of which shall be one and the
denominator of which shall be the then remaining number of unpaid
installments (including the installment then to be paid). If the
Director dies at any time before all amounts in the account have been
paid, such amounts shall be paid at that time in a lump sum to the
beneficiary or beneficiaries designated by the Director in writing to
receive such payments or in the absence of such a designation to the
estate of the Director.

The Board of Directors may, in the case of an unforseeable emergency, at its
sole discretion accelerate the payment of any unpaid amount for any or all
Directors. For purposes of this paragraph, an unforseeable emergency is severe
financial hardship to the Director resulting from a sudden and unexpected
illness or accident of the Director or of a dependent (as defined in section
152(a) of the Internal Revenue Code) of the Director, loss of the Director's
property due to casualty, or other similar extraordinary and unforseeable
circumstances arising as a result of events beyond the control of the Director.
Payment due to an unforseeable emergency may not be made to the extent that such
hardship is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise; (ii) by liquidation of the Director's assets, to the
extent the liquidation of such assets would not itself cause severe financial
hardship, or (iii) by cessation of deferrals under the Plan. Examples of what
are not considered to be unforseeable emergencies include the need to send a
Director's child to college or the desire to purchase a home.

2
<PAGE>

Withdrawals of amounts because of an unforseeable emergency are only permitted
to the extent reasonably necessary to satisfy the emergency need.

6. Assignment. No deferred amount or unpaid portion thereof may be assigned or
transferred by the Director except by will or the laws of descent and
distribution.

7. Withholding Taxes. The Fund shall deduct from all payments any federal,
state or local taxes and other charges required by law to be withheld with
respect to such payments.

8. Nature of Rights; Nonalienation. A Director's rights to deferred payment
under the Plan shall be solely those of an unsecured general creditor of the
Fund, and any payments by the Fund pursuant to the Plan will be made solely from
the Fund's general assets and property. The Fund will be under no obligation to
purchase, hold or dispose of any investment for the specific benefit of any
Director but, if the Fund should choose to purchase shares of any Notional Fund
in order to cover all or a portion of its obligations under the Plan, then such
investments will continue to be a part of the general assets and property of the
Fund. A Director's rights under the Plan may not be transferred, assigned,
pledged or otherwise alienated, and any attempt by the Director to do so shall
be null and void.

9. Status of Director. Nothing in the Plan nor any election hereunder shall be
construed as conferring on any Director the right to remain a Director of the
Fund or to receive fees at any particular rate.

10. Amendment and Acceleration. The Board of Directors may at any time at its
sole discretion amend or terminate this Plan, provided that no such amendment or
termination shall adversely affect the right of Directors to receive deferred
amounts credited to their account.

11. Administration. The Plan shall be administered by the President or by such
person or persons as the President may designate to carry out administrative
functions hereunder. The President shall have complete discretion to interpret
and administer the Plan in accordance with its terms, and his determinations
shall be binding on all persons.

Amended as of March 19, 1998

EXHIBIT A

SELIGMAN INVESTMENT COMPANIES

DEFERRED COMPENSATION PLAN
ELECTION FORM

Pursuant to the Deferred Compensation Plan for Directors, as amended as of
March 19, 1998, (the "Plan") adopted by each of the Seligman Investment
Companies (the "Funds"), I hereby elect to have ___% of my annual retainer fees
and ___% of my meeting fees for service to the Funds deferred as provided in the
Plan. This election will take effect at such time as is provided in section 1 of
the Plans, and shall continue in effect until terminated in writing, any such
termination to take effect of the first day of the next calendar year beginning
after receipt of the notice of termination.

The Deferred Compensation Plan Return Designation Form attached hereto
indicates the percentage of each of the above amounts that should earn the
designated returns. Such designations shall remain in effect until changed by
submission of a new form as provided in the Plan.

3
<PAGE>

All amounts deferred with respect to any Fund and the earnings thereon made
pursuant to any election by me shall be credited to an account for my benefit
and shall be paid to me:

Check (a) or (b)
(a) in, or beginning in, the calendar year following the
- - --------- calendar year in which I cease to be a director of the
Fund, or

(b) in, or beginning in, the calendar year following the
earlier of the calendar year in which I cease to be a
- - --------- director of the Fund or attain age 70,

and shall be paid

Check (c) or (d)
(c) in a lump sum payable on the first day of the calendar
- - --------- year in which payment is to be made, or

(d) in 10 or fewer installments, payable on the first day of
each year commencing with the calendar year in which
- - --------- payment is to begin.

If (d) is selected, enter number of annual installments _________.

If the payment is to be made in installments, the amount of each
installment shall be equal to a fraction of the total of the amounts in the
account at the date of the payment the numerator of which shall be one and the
denominator of which shall be the then remaining number of unpaid installments
(including the installment then to be paid). If I die at any time before all
amounts in the account have been paid, such amounts shall be paid at that time
in a lump sum to the beneficiary or beneficiaries designated by me on the
attached Beneficiary Designation Form or in the absence of such a designation to
my estate.

----------------------------- --------------------------
Date Signature

4
<PAGE>

EXHIBIT B

DEFERRED COMPENSATION PLAN
BENEFICIARY DESIGNATION FORM

I hereby designate the following beneficiary or beneficiaries to receive at my
death the amounts held in my Deferred Payment Accounts from my participation in
the Deferred Compensation Plans for Directors/Trustees of all registered
investment companies advised by J. & W. Seligman & Co. Incorporated for which I
serve as a director or trustee (the "Plans").

A. Primary Beneficiary(ies)

1. Name: % Share:
-------------------------- -----------------------------

Address:
------------------------------------------------------------------

Relationship: DOB: Social Security #:
------------ ------- -------------------

Trustee Name and Date (if beneficiary is a trust):
-------------------------
Trustee of Trust:
---------------------------------------------------------

2. Name: % Share:
------------------------------------ -------------------------

Address:
-------------------------------------------------------------------

Relationship: DOB: Social Security #:
------------- ------ --------------

Trustee Name and Date (if beneficiary is a trust):
------------------------
Trustee of Trust:
---------------------------------------------------------

B. Contingent Beneficiary(ies)