SELIGMAN PENNSYLVANIA TAX EXEMPT FUND SERIES, PRE 14A, 1996-07-31

SELIGMAN PENNSYLVANIA TAX EXEMPT FUND SERIES
PRE 14A, 1996-07-31

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

.................................................................

2) Aggregate number of securities to which transaction
applies:

.................................................................

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):

.................................................................

4) Proposed maximum aggregate value of transaction:

.................................................................

5) Total fee paid:

.................................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:

.................................................................

2) Form, Schedule or Registration Statement No.:

.................................................................

3) Filing Party:

.................................................................

4) Date Filed:

.................................................................

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SELIGMAN NEW JERSEY TAX-EXEMPT FUND, INC.
SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES
SELIGMAN TAX-EXEMPT FUND SERIES, INC.

National Tax-Exempt Series, Colorado Tax-Exempt Series, Georgia Tax-Exempt
Series, Louisiana Tax-Exempt Series, Maryland Tax-Exempt Series, Massachusetts
Tax-Exempt Series, Michigan Tax-Exempt Series, Minnesota Tax-Exempt Series,
Missouri Tax-Exempt Series, New York Tax-Exempt Series, Ohio Tax-Exempt Series,
Oregon Tax-Exempt Series and South Carolina Tax-Exempt Series

SELIGMAN TAX-EXEMPT SERIES TRUST

California Tax-Exempt High-Yield Series, California Tax-Exempt Quality Series,
Florida Tax-Exempt Series and North Carolina Tax-Exempt Series
100 Park Avenue, New York, New York 10017
Toll-Free Telephone: (800) 221-2450 -- All continental United States

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 30, 1996

To the Shareholders:

A Joint Special Meeting of Shareholders (the 'Meeting') of Seligman New
Jersey Tax-Exempt Fund, Inc., a Maryland corporation, Seligman Pennsylvania
Tax-Exempt Fund Series, a Pennsylvania business trust, Seligman Tax-Exempt Fund
Series, Inc., a Maryland corporation and Seligman Tax-Exempt Series Trust, a
Massachusetts business trust (the 'Funds'), will be held at the offices of the
Funds, 100 Park Avenue, New York, New York 10017 on September 30, 1996 at 9:00
A.M., for the following purposes:

(1) To elect thirteen Directors or Trustees, as applicable, for each Fund;

(2) To act on a proposal to ratify the selection of Deloitte & Touche LLP
as independent auditors of each Fund for fiscal 1996;

(3) To act on a proposal to eliminate a fundamental investment policy of
each Fund or series of a Fund in order to permit the investment of any
portion of net assets in securities subject to the federal alternative
minimum tax; and

(4) To transact any other business that may lawfully come before the
Meeting or any adjournment thereof;

all as set forth in the Proxy Statement accompanying this Notice.

The close of business on August 1, 1996 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof.

By order of the Boards of Directors and
Trustees,

Frank J. Nasta

Secretary

Dated: New York, New York, August 12, 1996
------------------

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR
YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION,
WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY. A
PROXY WILL NOT BE REQUIRED FOR ADMISSION TO THE MEETING.

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August 12, 1996

SELIGMAN NEW JERSEY TAX-EXEMPT FUND, INC.
SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES
SELIGMAN TAX-EXEMPT FUND SERIES, INC.

SELIGMAN TAX-EXEMPT SERIES TRUST

California Tax-Exempt High-Yield Series, California Tax-Exempt Quality Series,
Florida Tax-Exempt Series and North Carolina Tax-Exempt Series
100 PARK AVENUE, NEW YORK, NEW YORK 10017

PROXY STATEMENT
FOR THE
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 30, 1996

This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Boards of Directors and Trustees of Seligman New
Jersey Tax-Exempt Fund, Inc. (the 'New Jersey Fund'), Seligman Pennsylvania
Tax-Exempt Fund Series (the 'Pennsylvania Fund'), Seligman Tax-Exempt Fund
Series, Inc. (the 'Tax-Exempt Fund') and Seligman Tax-Exempt Series Trust (the
'Tax-Exempt Trust') (collectively, the 'Funds') to be used at the Joint Special
Meeting of Shareholders (the 'Meeting') to be held in New York, New York on
September 30, 1996.

The Tax-Exempt Fund and the Tax-Exempt Trust each offer shares of separate
series, each of which is a separate pool of assets constituting, in effect, a
separate fund with its own investment objective and policies. The Tax-Exempt
Fund offers the Seligman National Tax-Exempt Series and the following twelve
state series: Seligman Colorado Tax-Exempt Series, Seligman Georgia Tax-Exempt
Series, Seligman Louisiana Tax-Exempt Series, Seligman Maryland Tax-Exempt
Series, Seligman Massachusetts Tax-Exempt Series, Seligman Michigan Tax-Exempt
Series, Seligman Minnesota Tax-Exempt Series, Seligman Missouri Tax-Exempt
Series, Seligman New York Tax-Exempt Series, Seligman Ohio Tax-Exempt Series,
Seligman Oregon Tax-Exempt Series and Seligman South Carolina Tax-Exempt Series.
The Tax-Exempt Trust offers the following four state series: Seligman California
Tax-Exempt High-Yield Series, Seligman California Tax-Exempt

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Quality Series, Seligman Florida Tax-Exempt Series and Seligman North Carolina
Tax-Exempt Series (the National Tax-Exempt Series and all state series
collectively, the 'Series').

If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, your
shares will be voted in accordance with your instructions. If you give no
instructions, your shares will be voted, on behalf of the respective
shareholders of each Fund or Series, (i) for the election of thirteen Directors
or Trustees, as applicable, (ii) for the ratification of the selection of
auditors, (iii) for the elimination of a fundamental investment policy in order
to permit the investment of any portion of net assets in securities subject to
the federal alternative minimum tax, and, at the discretion of the Proxy
holders, on any other matter which may properly come before the Meeting or any
adjournment thereof. You may revoke your Proxy or change it by written notice to
the Funds (Attention: the Secretary) or by notice at the Meeting at any time
prior to the time it is voted.

The close of business on August 1, 1996 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting. On that date, each Fund or Series had shares of Capital Stock
outstanding and entitled to vote as follows:

<TABLE>
<CAPTION>
FUND OR SERIES SHARES
- ------------------------------------------------------ ----------

<S> <C>
New Jersey Fund
Pennsylvania Fund
National Series
Colorado Series
Georgia Series
Louisiana Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
Missouri Series
New York Series
Ohio Series
Oregon Series
South Carolina Series
California High-Yield Series
California Quality Series
Florida Series
North Carolina Series
</TABLE>

The Meeting is scheduled as a joint meeting of shareholders of the
respective Funds because the shareholders of all the Funds are to consider and
vote on similar matters. In the event that any

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shareholder of a Fund present at the Meeting objects to the holding of a joint
meeting and moves for an adjournment of the Meeting with respect to such Fund to
a time immediately after the Meeting, so that the Meeting of such Fund may be
held separately, the persons named as proxies will vote in favor of such
adjournment.

Shareholders of each Fund will vote separately on each proposal and on any
other matters that may arise for such Fund, and the vote of the shareholders of
one Fund will not affect the vote of the shareholders of any other Fund.
Additionally, shareholders of each Series of the Tax-Exempt Fund and the
Tax-Exempt Trust will vote separately with respect to Proposal 3, and the vote
of the shareholders of one Series will not affect the vote of the shareholders
of any other Series of the same Fund.

Each share outstanding on the record date will be entitled to one vote at
the Meeting. For any matter on which the vote of a 'majority of the outstanding
voting securities' of a Fund or Series is required, an abstention or broker
non-vote will have the same effect as a vote against the proposal. For all
matters on which the affirmative vote of a majority of the votes cast is
required and for the election of Directors or Trustees, an abstention or broker
non-vote will not be considered a vote cast. Abstentions and broker non-votes
will be counted for purposes of determining whether a quorum is represented and,
with respect to Proposal 3, whether a 'majority of the outstanding voting
securities' is represented at the Meeting.

A quorum for the New Jersey Fund and the Tax-Exempt Fund (or Series
thereof) will consist of one-third of the shares outstanding and entitled to
vote. A quorum for the Pennsylvania Fund and the Tax-Exempt (or Series thereof)
Trust will consist of a majority of the shares outstanding and entitled to vote.
In the event that a quorum is not represented at the Meeting for a Fund or
Series or, even if a quorum is so represented, in the event that sufficient
votes in favor of any proposal set forth in the Notice of Joint Special Meeting
with respect to a Fund or Series are not received by September 30, 1996, the
persons named as proxies may propose and vote for one or more adjournments of
the Meeting with respect to that Fund or Series with no other notice than an
announcement at the Meeting, and further solicitation of proxies with respect to
such proposal may be made. Shares represented by proxies indicating a vote
against any proposal will be voted against adjournment.

The Funds' investment adviser is J. & W. Seligman & Co. Incorporated (the
'Manager'). The Funds' shareholder service agent is Seligman Data Corp. and the
Funds' distributor (principal underwriter) is Seligman Financial Services, Inc.
The address of each of these entities is 100 Park Avenue, New York, New York
10017. The Funds will furnish, without charge, copies of their most recent
annual reports and semi-annual reports to any shareholder upon request to
Seligman Data Corp. at 1-800-221-2450.

It is expected that the Notice of Joint Special Meeting, Proxy Statement
and form of Proxy will first be mailed to shareholders on or about August 12,
1996.

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A. ELECTION OF DIRECTORS OR TRUSTEES.
(Proposal 1)

Each Fund's Board is presently comprised of thirteen Directors or Trustees.
At the Meeting, these Directors or Trustees, as applicable, will be nominated
for election to hold office until the next meeting at which Director or Trustee
elections are held or until their successors are elected and qualify. Each
nominee has been recommended by the Director or Trustee Nominating Committee of
the Board of each Fund.

It is the intention of the persons named in the accompanying form of Proxy
to vote for the election of Fred E. Brown, General John R. Galvin, Alice S.
Ilchman, Frank A. McPherson, John E. Merow, Betsy S. Michel, William C. Morris,
James C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James
N. Whitson and Brian T. Zino, all of whom were previously elected by
shareholders (except for General Galvin and Messrs. McPherson, Whitson and Zino)
and are presently members of each Board.

Each nominee has agreed to serve if elected. There is no reason to believe
that any of the nominees will become unavailable for election as a Director or
Trustee, but if that should occur before the Meeting, Proxies will be voted for
the persons each Fund's Board nominates.

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SHARES OF THE FUNDS'
PRINCIPAL OCCUPATION AND OTHER INFORMATION CAPITAL STOCK
NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY
FIRST BECAME A PERSONS' OF EACH FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR
DIRECTOR OR TRUSTEE OF INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF
EACH FUND AND (AGE) OF THEIR STATED ASSOCIATIONS. JULY 26, 1996
<C> <S> <C>
- ------------------------ -------------------------------------------------------- -------------------

Fred E. Brown* DIRECTOR OR TRUSTEE, VARIOUS ORGANIZATIONS, NEW YORK, NY. 27,516 National
1987 - NJ Fund Mr. Brown is a Director or Trustee of each of the
1986 - PA Fund Seligman Group investment companies;`D' Director of, and
1983 - Tax-Ex Fund Consultant to, J. & W. Seligman & Co. Incorporated;
1984 - Tax-Ex Trust Director of Seligman Financial Services, Inc. and
(83) Seligman Services, Inc., and Trustee of Lake Placid
Education Foundation, Lake Placid Center for the Arts and
[Photo] Trudeau Institute, Inc.; formerly, Director of J. & W.
Seligman Trust Company and Seligman Securities, Inc.
</TABLE>

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<TABLE>
<CAPTION>
SHARES OF THE FUNDS'
PRINCIPAL OCCUPATION AND OTHER INFORMATION CAPITAL STOCK
NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY
FIRST BECAME A PERSONS' OF EACH FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR
DIRECTOR OR TRUSTEE OF INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF
EACH FUND AND (AGE) OF THEIR STATED ASSOCIATIONS. JULY 26, 1996
- ------------------------ -------------------------------------------------------- -------------------
<C> <S> <C>
John R. Galvin DEAN OF THE FLETCHER SCHOOL OF LAW AND DIPLOMACY AT TUFTS 132 National
1995 - All Funds UNIVERSITY, MEDFORD, MA. General Galvin is Director or
Trustee of each of the Seligman Group investment
(67) companies;`D' Chairman of the American Council on
Germany; a Governor of the Center for Creative
[Photo] Leadership; Director of USLIFE, National Committee on
U.S. - China Relations, National Defense University and
the Institute for Defense Analysis; and Consultant of
Thomson CSF; formerly, Ambassador, U.S. State Department,
Distinguished Policy Analyst at Ohio State University and
Olin Distinguished Professor of National Security Studies
at the United States Military Academy. From June 1987 to
June 1992, he was the Supreme Allied Commander, Europe
and the Commander-in-Chief, United States European
Command.

Alice S. Ilchman PRESIDENT, SARAH LAWRENCE COLLEGE, BRONXVILLE, NY. Dr. 253 NY
1991 - All Funds Ilchman is a Director or Trustee of each of the Seligman
(61) Group investment companies;`D' Chairman of The
Rockefeller Foundation; and Director of NYNEX and The
[Photo] Committee for Economic Development; formerly, Trustee of
The Markle Foundation and Director of International
Research & Exchange Board.
</TABLE>

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<TABLE>
<CAPTION>
SHARES OF THE FUNDS'
PRINCIPAL OCCUPATION AND OTHER INFORMATION CAPITAL STOCK
NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY
FIRST BECAME A PERSONS' OF EACH FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR
DIRECTOR OR TRUSTEE OF INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF
EACH FUND AND (AGE) OF THEIR STATED ASSOCIATIONS. JULY 26, 1996
- ------------------------ -------------------------------------------------------- -------------------
<C> <S> <C>
Frank A. McPherson CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, 133 National
1995 - All Funds KERR-MCGEE CORPORATION, OKLAHOMA CITY, OK. Mr. McPherson
(63) is a Director or Trustee of each of the Seligman Group
investment companies;`D' Director of Kimberly-Clark
[Photo] Corporation, Bank of Oklahoma Holding Company, American
Petroleum Institute, Oklahoma City Chamber of Commerce,
Baptist Medical Center, Oklahoma Chapter of the Nature
Conservancy, Oklahoma Medical Research Foundation and
United Way Advisory Board; Chairman of Oklahoma City
Public Schools Foundation; and Member of The Business
Roundtable and National Petroleum Council.

John E. Merow* PARTNER, SULLIVAN & CROMWELL, LAW FIRM, NEW YORK, NY. Mr. 221,835 NY
1988 - NJ Fund Merow is a Director or Trustee of each of the Seligman 1,000 Cal-HY
1986 - PA Fund Group investment companies,`D' Municipal Art Society of 1,000 PA
1983 - Tax-Ex Fund New York, Commonwealth Aluminum Corporation, U.S. Council 1,000 NJ
1984 - Tax-Ex Trust for International Business and U.S.-New Zealand Council;
(66) Member of the American Law Institute and the Council on
Foreign Relations; Chairman of the American Australian
[Photo] Association; and Member of the Board of Governors of the
Foreign Policy Association and New York Hospital.
</TABLE>

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Betsy S. Michel ATTORNEY, GLADSTONE, NJ. Mrs. Michel is a Director or 3,221 National
1988 - NJ Fund Trustee of each of the Seligman Group investment
1986 - PA Fund companies`D' and Chairman of the Board of Trustees of St.
1984 - Tax-Ex Fund and George's School (Newport, RI); and Trustee of Geraldine
Tax-Ex Trust R. Dodge Foundation (Morristown, NJ); formerly, Director
(54) of The National Association of Independent Schools
(Washington, DC).
[Photo]

William C. Morris* CHAIRMAN AND PRESIDENT OF J. & W. SELIGMAN & CO. 142,012 NY
1988 - All Funds INCORPORATED, NEW YORK, NY. Mr. Morris is Chairman and 1,037 National
(58) Chief Executive Officer of each of the Seligman Group
investment companies;`D' Chairman of Seligman Financial
[Photo] Services, Inc., Seligman Services, Inc. and Carbo
Ceramics Inc.; Member of the Board of Governors of the
Investment Company Institute; and Director of Kerr-McGee
Corporation and Seligman Data Corp.; formerly, Chairman
of Seligman Securities, Inc. and J. & W. Seligman Trust
Company.
</TABLE>

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James C. Pitney PARTNER, PITNEY, HARDIN, KIPP & SZUCH, LAW FIRM, 8,102 National
1988 - NJ Fund MORRISTOWN, NJ. Mr. Pitney is a Director or Trustee of
1986 - PA Fund each of the Seligman Group investment companies`D' and
1983 - Tax-Ex Fund Public Service Enterprise Group.
1984 - Tax-Ex Trust
(69)
[Photo]

James Q. Riordan DIRECTOR, VARIOUS CORPORATIONS, STUART, FL. Mr. Riordan 1,790 Florida
1991 - All Funds is a Director or Trustee of each of the Seligman Group
(69) investment companies,`D' The Houston Exploration Company,
The Brooklyn Museum, The Brooklyn Union Gas Company, The
[Photo] Committee for Economic Development, Dow Jones & Co., Inc.
and Public Broadcasting Service; formerly Co-Chairman of
the Policy Council of The Tax Foundation; Director and
President of Bekaert Corporation; and Director of Tesoro
Petroleum Companies, Inc.
</TABLE>

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<TABLE>
<CAPTION>
SHARES OF THE FUNDS'
PRINCIPAL OCCUPATION AND OTHER INFORMATION CAPITAL STOCK
NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY
FIRST BECAME A PERSONS' OF EACH FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR
DIRECTOR OR TRUSTEE OF INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF
EACH FUND AND (AGE) OF THEIR STATED ASSOCIATIONS. JULY 26, 1996
- ------------------------ -------------------------------------------------------- -------------------
<C> <S> <C>
Ronald T. Schroeder* DIRECTOR, MANAGING DIRECTOR AND CHIEF INVESTMENT OFFICER, 223,061 NY
1987 - NJ Fund INSTITUTIONAL OF J. & W. SELIGMAN & CO. INCORPORATED, NEW
1986 - PA Fund YORK, NY. Mr. Schroeder is a Director or Trustee of each
1983 - Tax-Ex Fund of the Seligman Group investment companies`D' and
1984 - Tax-Ex Trust Director of Seligman Financial Services, Inc., Seligman
(48) Services, Inc. and Seligman Henderson Co.; formerly,
President of each of the Seligman Group investment
[Photo] companies with the exception of Seligman Quality
Municipal Fund, Inc. and Seligman Select Municipal Fund,
Inc. and Director of J. & W. Seligman Trust Company,
Seligman Data Corp. and Seligman Securities, Inc.

Robert L. Shafer DIRECTOR, VARIOUS CORPORATIONS, NEW YORK, NY. Mr. Shafer 500 NY
1988 - NJ Fund is a Director or Trustee of each of the Seligman Group
1986 - PA Fund investment companies`D' and US LIFE Corporation;
1983 - Tax-Ex Fund formerly, Vice President of Pfizer, Inc.
1984 - Tax-Ex Trust
(64)
[Photo]
</TABLE>

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James N. Whitson EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER AND 1,238 National
1993 - All Funds DIRECTOR, SAMMONS ENTERPRISES, INC., DALLAS, TX. Mr.
(61) Whitson is a Director or Trustee of each of the Seligman
Group investment companies,`D' Red Man Pipe and Supply
[Photo] Company and C-SPAN.

Brian T. Zino* DIRECTOR AND MANAGING DIRECTOR, J. & W. SELIGMAN & CO. 22,132 New Jersey
1993 - All Funds INCORPORATED, NEW YORK, NY. Mr. Zino is President (with
(43) the exception of Seligman Quality Municipal Fund, Inc.
and Seligman Select Municipal Fund, Inc.) and Director or
[Photo] Trustee of each of the Seligman Group investment
companies;`D' Chairman of Seligman Data Corp.; Director
of Seligman Financial Services, Inc. and Seligman
Services, Inc.; and Senior Vice President of Seligman
Henderson Co.; formerly, Director and Secretary of Chuo
Trust -- JWS Advisors, Inc. and Director of J. & W.
Seligman Trust Company and Seligman Securities, Inc.
</TABLE>

`D' The Seligman Group of investment companies consists of the Funds, 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, Seligman Income
Fund, Inc., Seligman Portfolios, Inc., Seligman Quality Municipal Fund,
Inc., Seligman Select Municipal Fund, Inc. and Tri-Continental Corporation.

Unless otherwise indicated, Directors and Trustees have sole voting and
investment power with respect to the shares shown. As of July 15, 1996, all
Directors or Trustees, as applicable, and officers of each Fund as a group owned
beneficially less than 1% of each Fund's and Series' capital

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stock, with the exception of the New York Tax-Exempt Series, for which as a
group all Directors beneficially own 5.41%.

Each Fund's Board met six times during 1995. Among the standing committees
of each Fund's Board are the Audit Committee and Director or Trustee Nominating
Committee, as applicable. These Committees are solely comprised of Directors or
Trustees who are not 'interested persons' of each Fund (as that term is defined
in the Investment Company Act of 1940, as amended (the '1940 Act')). The duties
of these Committees are described below.

Audit Committee. This Committee recommends the independent public
accountants for selection as auditors by the Board annually. In addition, it
reviews, with the auditors and such other persons as it determines, (a) the
scope of audit, (b) accounting and financial internal controls, (c) quality and
adequacy of the accounting staff and (d) reports of the auditors. The Committee
comments to the Board when warranted and at least annually. It is directly
available to the auditors and officers of the Fund for consultation on audit,
accounting and related financial matters. The Audit Committee of each Fund met
twice in 1995. Members of each Fund's Audit Committee are Messrs. Whitson
(Chairman) and McPherson, General Galvin and Mrs. Michel.

Director or Trustee Nominating Committee. This Committee recommends to the
Board persons to be nominated for election as Directors or Trustees, as
applicable, by the shareholders of each Fund and selects and proposes nominees
for election by the Board between shareholder meetings. The Committee will
consider suggestions from shareholders submitted in writing to the Secretary of
each Fund. The Director or Trustee Nominating Committee of each Fund met twice
in 1995. Members of each Fund's Director or Trustee Nominating Committee are
Messrs. Pitney (Chairman), Riordan and Shafer and Dr. Ilchman.

On July 15, 1996, no person was known to the management of any Fund to be
the beneficial owner of more than 5% of the outstanding shares of any Fund's or
Series' capital stock.

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EXECUTIVE OFFICERS OF THE FUNDS

Information with respect to executive officers of each of the Funds, other
than Messrs. Morris and Zino, is as follows:

<TABLE>
<CAPTION>
POSITION WITH FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Thomas G. Moles 54 VICE PRESIDENT AND PORTFOLIO MANAGER OF THE FUNDS since each Fund's
inception. Mr. Moles is also President and Portfolio Manager of Seligman
Quality Municipal Fund, Inc. and Seligman Select Municipal Fund, Inc.;
Director and Managing Director of the Manager; Director, Seligman
Financial Services, Inc. and Seligman Services, Inc.; formerly, Director
of Seligman Securities, Inc. and J. & W. Seligman Trust Company.
Lawrence P. Vogel 40 VICE PRESIDENT (FORMERLY, TREASURER) OF THE FUNDS since January 1992.
Mr. Vogel is also Vice President of the other Seligman Group investment
companies; Senior Vice President, Finance of the Manager, Seligman
Financial Services, Inc. and Seligman Data Corp. (formerly, Treasurer);
Vice President of Seligman Services, Inc.; and Treasurer, Seligman
Henderson Co.; formerly, Senior Vice President, Finance of Seligman
Securities, Inc. and Senior Vice President, J. & W. Seligman Trust
Company.
Frank J. Nasta 31 SECRETARY OF THE FUNDS since March 1994. Mr. Nasta is also Secretary of
the Manager, the other Seligman Group investment companies, Seligman
Data Corp., Seligman Financial Services, Inc., Seligman Services, Inc.
and Seligman Henderson Co. and Senior Vice President, Law and Regulation
of the Manager; formerly, Secretary, J. & W. Seligman Trust Company, and
attorney at the law firm of Seward & Kissel.
Thomas G. Rose 37 TREASURER OF THE FUNDS since November 1992. Mr. Rose is also Treasurer
of the other Seligman Group investment companies and Seligman Data
Corp.; formerly, Treasurer, American Investors Advisors, Inc.
</TABLE>

All officers are elected annually by each Fund's Board and serve until
their successors are elected and qualify or their earlier resignation. The
address of each of the foregoing officers is 100 Park Avenue, New York, NY
10017.

REMUNERATION OF DIRECTORS OR TRUSTEES AND OFFICERS

Directors or Trustees, as applicable, of each Fund who are not employees of
the Manager or its affiliates receive from each Fund annual retainer fees. In
addition, Directors or Trustees are

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paid up to $1,000 for each day on which they attend Board and/or Committee
meetings, which is paid proportionately by the Seligman Group investment
companies meeting on the same day. The Directors or Trustees are also reimbursed
for the expenses of attending meetings.

Directors' or Trustees' attendance, retainer and/or committee fees paid to
each Director or Trustee for the year ended December 31, 1995 were as follows:

<TABLE>
<CAPTION>
PENSION OR
AGGREGATE AGGREGATE AGGREGATE RETIREMENT TOTAL
AGGREGATE COMPENSATION COMPENSATION COMPENSATION BENEFITS COMPENSATION
COMPENSATION FROM FROM FROM ACCRUED AS FROM FUNDS
FROM NEW PENNSYLVANIA TAX-EXEMPT TAX-EXEMPT PART OF FUND AND FUND
NAME JERSEY FUND FUND FUND TRUST EXPENSES COMPLEX**
- ---------------------------- ------------ ------------ ------------ ------------ ------------ ------------

<S> <C> <C> <C> <C> <C> <C>
John R. Galvin $ 1,515.88 $ 1,448.67 $ 3,520.16 $ 1,795.93 - 0 - $41,252.75
Alice S. Ilchman 2,497.12 2,388.88 5,725.28 2,948.20 - 0 - 68,000.00
Frank A. McPherson 1,515.88 1,448.67 3,520.16 1,795.93 - 0 - 41,252.75
John E. Merow`D' 2,425.70 2,317.46 5,653.84 2,876.76 - 0 - 66,000.00
Betsy S. Michel 2,389.99 2,281.75 5,618.12 2,841.04 - 0 - 67,000.00
Douglas R. Nichols, Jr.* 909.82 868.79 2,133.68 1,080.83 - 0 - 24,747.25
James C. Pitney`D' 2,497.12 2,388.88 5,725.28 2,948.20 - 0 - 68,000.00
James Q. Riordan 2,497.12 2,388.88 5,725.28 2,948.20 - 0 - 70,000.00
Herman J. Schmidt* 909.82 868.79 2,133.68 1,080.83 - 0 - 24,747.25
Robert L. Shafer 2,497.12 2,388.88 5,725.28 2,948.20 - 0 - 70,000.00
James N. Whitson`D' 2,425.70 2,317.46 5,653.84 2,876.76 - 0 - 68,000.00
</TABLE>

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

* Messrs. Nichols and Schmidt retired on May 18, 1995.

** There are 13 other investment companies in the Seligman Group.

`D' Messrs. Merow and Whitson have elected to defer receiving their fees from
the Funds. The total amounts of deferred compensation (including interest)
payable to Messrs. Merow and Whitson as of December 31, 1995 were as
follows: Mr. Merow: NJ Fund -- $16,536.58, PA Fund -- $19,406.32,
Tax-Exempt Fund -- $73,539.58 and Tax-Exempt Trust -- $33,234.80; Mr.
Whitson: NJ Fund -- $6,718.06, PA Fund -- $6,360.74, Tax-Exempt
Fund -- $18,184.81 and Tax-Exempt Trust -- $8,128.51. Mr. Pitney had
deferred receiving his fee and has owing to him deferred compensation
(including interest) as of December 31, 1995 as follows: NJ
Fund -- $9,009.79, PA Fund -- $12,605.56, Tax-Exempt Fund -- $55,325.04 and
Tax-Exempt Trust -- $25,749.89. Mr. Pitney no longer defers his current
compensation.

No compensation is paid by any Fund to Directors or Trustees, as
applicable, or officers of any Fund who are employees of, or consultants to, the
Manager.

For the New Jersey Fund and the Tax-Exempt Fund, the affirmative vote of a
plurality of the votes cast at the Meeting is required to approve the election
of the proposed Directors. For the Pennsylvania Fund and the Tax-Exempt Trust,
the affirmative vote of a majority of the votes cast at the Meeting is required
to approve the election of the proposed Trustees.

THE BOARD OF DIRECTORS OR TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT
THE SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE FOREGOING NOMINEES
TO SERVE AS DIRECTOR OR TRUSTEE OF EACH FUND.

<PAGE>

<PAGE>
B. RATIFICATION OF SELECTION OF AUDITORS.
(Proposal 2)

In accordance with the requirements of the 1940 Act, the Board of Directors
or Trustees of each Fund is required to select independent public accountants as
auditors of the Fund for each fiscal year. If a shareholders' meeting is held,
the Board's selection is subject to ratification or rejection by shareholders.

The Audit Committee of each Fund's Board of Directors or Trustees, as
applicable, has recommended and each Fund's Board, including a majority of those
members who are not 'interested persons' of each Fund (as defined in the 1940
Act), has selected Deloitte & Touche LLP as auditors of each Fund for fiscal
1996. The firm of Deloitte & Touche LLP has extensive experience in investment
company accounting and auditing. It is expected that a representative of
Deloitte & Touche LLP will be present at the Meeting and will have the
opportunity to make a statement and respond to questions.

For each Fund, the affirmative vote of a majority of the votes cast at the
Meeting is required to ratify the selection of auditors.

THE BOARD OF DIRECTORS OR TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS
RATIFICATION OF THIS PROPOSAL.

C. APPROVAL OF THE ELIMINATION OF A FUNDAMENTAL INVESTMENT POLICY
IN ORDER TO PERMIT THE INVESTMENT OF ANY PORTION OF NET ASSETS IN SECURITIES
SUBJECT TO THE FEDERAL ALTERNATIVE MINIMUM TAX.
(Proposal 3)

Each of the New Jersey Fund, the Pennsylvania Fund and the individual
Series of the Tax-Exempt Fund and Tax-Exempt Trust currently operates under an
investment policy (the '80% Policy') that requires, under normal conditions,
each Fund or Series to invest at least 80% of the value of its net assets in
securities the interest on which is exempt from federal income taxes and, in the
case of each Fund or Series other than the National Series, applicable state
income taxes. The 80% Policy is a 'fundamental' policy of each Fund or Series,
and cannot be eliminated or changed without a vote of the shareholders of such
Fund or Series.

Prior to the Tax Reform Act of 1986, securities of states, territories and
possessions of the United States and the District of Columbia, and their
political subdivisions (such as counties, cities, boroughs, townships, school
districts and authorities), agencies, and instrumentalities (collectively,
'Municipal Issuers') were generally tax exempt. The Tax Reform Act modified the
tax status of certain municipal obligations to create, in effect, three
categories of municipal obligations: 'public purpose' obligations that generate
interest that is exempt from both regular federal income tax and the federal
alternative minimum tax ('AMT'); qualified 'private activity'

<PAGE>

<PAGE>
obligations (for example, industrial revenue bonds) that generate income that is
tax exempt under regular federal income tax rules but must generally be included
in computing AMT; and obligations that generate income that is fully taxable for
both regular and AMT purposes ('taxable municipals'). For purposes of the 80%
Policy, private activity obligations and taxable municipals do not count toward
meeting the 80% minimum. Each Fund or Series has a corollary investment policy
that no more than 20% of such Fund's or Series' assets will be invested in tax-
exempt securities the interest on which is subject to the AMT.

The Manager has recommended to the Board of Directors or Trustees, as
applicable, of each Fund that each Fund and Series change its investment
policies so as to permit the Fund or Series to invest any portion of its assets
in securities of Municipal Issuers the interest on which is subject to the AMT.
The Manager believes that this change would afford each Fund or Series the
opportunity to obtain potentially higher yields available from securities
subject to AMT and the opportunity for increased portfolio diversification by
enlarging the class of tax-exempt securities in which each Fund or Series could
invest. The change would also, however, potentially increase the percentage of
income distributions from each Fund or Series to its shareholders that is
subject to the AMT. Such an increase would potentially increase the amount of
federal taxes payable by those shareholders of a Fund or Series who are liable
to pay the AMT (and similar state taxes). Shareholders should consult their own
tax advisors to determine whether they are liable to pay the AMT.

If shareholders of a Fund or Series approve this Proposal, the Board of
Directors or Trustees, as applicable, currently intends to adopt with respect to
each such Fund or Series, in place of the 80% Policy, a new, non-fundamental
policy under which the Fund or Series would normally invest at least 80% of its
total assets in debt securities of Municipal Issuers the interest on which is
exempt from regular federal income tax but may be subject to AMT. This new
policy could be changed by the Board of Directors or Trustees of each Fund in
the future, without a shareholder vote. In addition, if shareholders of a Fund
or Series approve Proposal 3, the Board of Directors or Trustees, as applicable,
will eliminate the nonfundamental investment policy of each Fund and Series
requiring that no more than 20% of such Fund's or Series' assets will be
invested in tax-exempt securities the interest on which is subject to the AMT.

The Board of Directors or Trustees of each Fund recommend that the
shareholders of each Fund or Series approve this Proposal with respect to such
Fund or Series. Approval of this Proposal with respect to a Fund or Series will
require the affirmative 'vote of a majority of the outstanding voting
securities' of such Fund or Series which, as defined by the 1940 Act, means the
vote of the lesser of (1) 67% or more of the voting shares of the Fund or Series
represented at the Meeting, if more than 50% of the shares of the Fund or Series
are represented at the Meeting, or (2) more than 50% of the outstanding shares
of such Fund or Series.

<PAGE>

<PAGE>
Consistent with the proposed elimination of the fundamental investment
policy set forth in this Proposal, the Board of Directors or Trustees of each
Fund have considered and deem advisable an amendment to the Articles of
Incorporation or Declaration of Trust, as applicable, of each Fund to change its
name to eliminate the words 'Tax-Exempt' and substitute the word 'Municipal'.
The Board of Directors of the Tax-Exempt Fund and Board of Trustees of the Tax-
Exempt Trust also have considered and deem advisable a change in the name of
each individual Series of such Funds to eliminate the words 'Tax-Exempt' and
substitute the word 'Municipal'. If this Proposal is approved by the
shareholders of each Fund or Series, the current name of the Funds and each
Series would be inconsistent with the current position of the staff of the
Securities and Exchange Commission. That position requires that if an investment
company's name implies that it will generate income to shareholders
substantially all of which is free from federal income tax, the investment
company must have an investment policy requiring, under normal circumstances,
that at least 80% of the net value of its total assets be invested in securities
that pay interest that is not subject to the AMT.. The Directors or Trustees of
each Fund also believe that the current names would be misleading in light of
the change in each Fund's or Series' fundamental investment policy.

The vote of shareholders is not required to effect these changes in name,
and they will become effective for each Fund or Series immediately upon the
adoption of this Proposal by the shareholders of such Fund or Series. The Board
of Directors or Trustees of each Fund believes that the proposed names are
consistent with the change in fundamental investment policy and would enable
shareholders, prospective investors and other market participants more readily
to identify each Fund and Series with its current investment policies.

THE BOARD OF DIRECTORS OR TRUSTEES OF EACH FUND
RECOMMENDS APPROVAL OF THIS PROPOSAL.

D. OTHER MATTERS; SHAREHOLDER PROPOSALS.

Management knows of no other matters which are to be brought before the
Meeting. However, if any other matters come before the Meeting, it is intended
that the persons named in the enclosed form of Proxy, or their substitutes, will
vote the Proxy in accordance with their judgment on such matters.

A shareholder proposal intended to be presented at any meeting hereafter
called must be received by a Fund within a reasonable time before the
solicitation relating thereto is made in order to be included in the notice of
meeting and form of proxy statement related to such meeting. Under the current
By-Laws of each Fund, meetings of shareholders are required to be held only when
necessary under the 1940 Act. It is therefore likely that, in future years,
shareholder

<PAGE>

<PAGE>
meetings will not be held on an annual basis. The submission by a shareholder of
a proposal for inclusion in the proxy statement does not guarantee that it will
be included. Shareholder proposals are subject to certain regulations under
federal law.

E. EXPENSES.

Each Fund will bear the cost of soliciting Proxies with respect to that
Fund. In addition to the use of the mails, Proxies may be solicited personally
or by telephone or telegraph by Directors, Trustees, officers and employees of
the Funds, the Manager, Seligman Financial Services, Inc., Seligman Services,
Inc. and Seligman Data Corp. and the Funds may reimburse persons holding shares
in their names or names of their nominees for their expenses in sending
solicitation material to their principals. The Funds have engaged Morrow & Co.,
Inc., 909 Third Avenue, New York, New York 10022-4799, to assist in soliciting
Proxies for a fee of approximately $1,000 for the New Jersey Fund, $1,000 for
the Pennsylvania Fund, $20,000 for the Tax-Exempt Fund and $3,000 for the
Tax-Exempt Trust, plus expenses.

By order of the Boards of Directors and
Trustees,

Frank J. Nasta

Secretary
---------------------

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL SHAREHOLDERS,
INCLUDING THOSE WHO EXPECT TO ATTEND THE MEETING, ARE URGED TO DATE, FILL IN,
SIGN AND MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR
ADMISSION TO THE MEETING.

18
<PAGE>

<PAGE>
---------------------------------------

Notice of Joint Special
Meeting of Shareholders
and Proxy Statement

SELIGMAN NEW JERSEY
TAX-EXEMPT FUND, INC.

SELIGMAN PENNSYLVANIA
TAX-EXEMPT FUND SERIES
SELIGMAN TAX-EXEMPT
FUND SERIES, INC.

SELIGMAN TAX-EXEMPT
SERIES TRUST

Time:
September 30, 1996
9:00 A.M.

Place:
Offices of the Funds
100 Park Avenue
New York, NY 10017

Please date, fill in and sign the enclosed
form of Proxy and mail it in the enclosed
return envelope which requires no post-
age if mailed in the United States.

[Logo]

Managed by
[Logo]

J. & W. SELIGMAN & CO.
INCORPORATED
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017

STATEMENT OF DIFFERENCES
The dagger symbol shall be expressed as ..................'D'

APPENDIX
PROXY
SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES
100 Park Avenue, New York, NY 10017

The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Special Meeting of Shareholders of
SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES, (the "Fund") to be held September
30, 1996 and appoints JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and
each of them) proxies, with power of substitution, to attend the Special
Meeting (and any adjournments thereof) and vote all shares the undersigned is
entitled to vote upon the matters indicated below and on the reverse side and
on any other business that may properly come before the Meeting.

This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Trustees and FOR all proposals.

- -------------------------------------------------------------------------------
The Board of Trustees recommends you vote FOR each of the Nominees and FOR all
Proposals
- -------------------------------------------------------------------------------

1. ELECTION OF TRUSTEES [ ] FOR all nominees [ ] WITHHOLDING AUTHORITY
(except as written TO VOTE for all
on line below) nominees listed below.

NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A.
McPherson, John E. Merow, Betsy S. Michel, William C. Morris, James
C. Pitney, James Q. Riordan, Ronald T. Schroeder, Robert L. Shafer, James N.
Whitson, Brian T. Zino.

_______________________________________________________________________
Your Vote is Important. Please complete, sign on the reverse side and
return this card as soon as possible. Mark each vote with an X in the box.

2. Ratification of the selection of Deloitte & Touche LLP as Auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Approval of the elimination of the Fund's fundamental investment policy
in order to permit the investment of any portion of net assets in securities
subject to the federal alternative minimum tax.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

DATED _____________________________________________________, 1996

_________________________________________________________________
Signature
_________________________________________________________________
Signature (if jointly held)

Please sign exactly as your name(s) appear(s) on this proxy(ies).
Only one signature is required in case of a joint account. When
signing in a representative capacity, please give title.

This Proxy is solicited on behalf of the Board of Trustees

<PAGE>