SELIGMAN PORTFOLIOS INC/NY, 485APOS, 1995-02-14

SELIGMAN PORTFOLIOS INC/NY
485APOS, 1995-02-14

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<PAGE>
1
File No. 33-15253
811-5221

As filed with the Securities and Exchange Commission on
February 14, 1995

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 14 [x]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940 [ ]

Amendment No. 16 [x]

SELIGMAN PORTFOLIOS, INC.

(Exact name of registrant as specified in charter)
100 PARK AVENUE, NEW YORK, NEW YORK 10017

(Address of principal executive offices)
Registrant's Telephone Number: 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)

It is proposed that this filing will become effective (check
appropriate box).

[ ] immediately upon [ ] on (date) pursuant to
filing pursuant to paragraph (b) of Rule 485.
paragraph (b) of Rule 485.

[ ] 60 days after filing [ ] on (date) pursuant to
pursuant to paragraph (a)(1) of
paragraph (a)(1) of Rule 485.
Rule 485.

[x] 75 days after filing [ ] on (date) pursuant to
pursuant to paragraph (a)(2) of Rule 485.
paragraph (a)(2) of
Rule 485.

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

Registrant registers an indefinite amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2(a)(1) and a
Rule 24f-2 Notice for Registrant's most recent fiscal year was
filed with the Commission on February 25, 1994.
<PAGE>
2

POST-EFFECTIVE AMENDMENT NO. 14
CROSS REFERENCE SHEET
Pursuant to Rule 481 (a)

Item No. in Part A of Form N-1A Location in Prospectus
1. Cover Page Cover Page

2. Synopsis Not applicable

3. Condensed Financial Financial Highlights
Information

4. General Description of Investment Objectives and
Registrant Policies

5. Management of Fund Management Services;
Portfolio Transactions,
Portfolio Turnover and
Valuation

5a. Managers' Discussion of Fund Management Services
Performance

6. Capital Stock and Other Organization and
Securities Capitalization; Other
Investment Policies;
Dividends, Distributions
and Taxes

7. Purchase of Securities Being Cover Page; Purchases and
Offered Redemptions

8. Redemption or Repurchase Purchases and Redemptions

9. Pending Legal Proceedings Not applicable

Item No. in Part B of Form N-1A Location in Statement of
Additional Information

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and Appendix C; Organization
History and Capitalization
(Prospectus)

13. Investment Objectives and Investment Policies and
Policies Restrictions

14. Management of the Registrant Management and Expenses

15. Control Persons and Principal Directors and Officers
Holders of Services

16. Investment Advisory and Other Management and Expenses
Services Custodians and Independent
Auditors

17. Brokerage Allocation Portfolio Transactions,
Valuation and Redemption

18. Capital Stock and Other Portfolio Transactions,
Securities Valuation and Redemption

19. Purchase, Redemption and Portfolio Transactions,
Pricing of Valuation and Redemption
Securities Being Offered

20. Tax Status See Prospectus -
Dividends, Distributions
and Taxes

21. Underwriters Not applicable

22. Calculation of Performance Portfolio Transactions,
Data Valuation and Redemption

23. Financial Statements Financial Statements

<PAGE>

SELIGMAN PORTFOLIOS, INC.
100 Park Avenue
New York, New York 10017
800-221-7844 All Continental United States, except New York
212-850-1864 New York State
800-221-2783 Marketing Services

May __, 1995

Seligman Portfolios, Inc. (the "Fund") is an open-end
diversified management investment company consisting of ten separate portfolios
(the "Portfolios"), each designed to meet different investment goals. Investment
(continued on page 2)

The Fund's ten Portfolios are:
* SELIGMAN CAPITAL PORTFOLIO: seeks to produce capital appreciation, not
current income, by investing in common stocks (primarily those with
strong near or intermediate-term prospects) and securities convertible
into or exchangeable for common stocks, in common stock purchase
warrants, in debt securities and in preferred stocks believed to
provide capital appreciation opportunities.
* SELIGMAN CASH MANAGEMENT PORTFOLIO: seeks to preserve capital and to
maximize liquidity and current income by investing in a diversified
portfolio of high-quality money market instruments. INVESTMENTS IN
THIS PORTFOLIO ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE IS NO ASSURANCE THAT THIS PORTFOLIO WILL BE ABLE
TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
* SELIGMAN COMMON STOCK PORTFOLIO: seeks favorable, but not the highest,
current income and long-term growth of both income and capital value
without exposing capital to undue risk, primarily through equity
investments broadly diversified over a number of industries.
* SELIGMAN COMMUNICATIONS AND INFORMATION PORTFOLIO: seeks capital gain,
not income, by investing primarily in securities of companies in the
communications, information and related industries.
* SELIGMAN FIXED INCOME SECURITIES PORTFOLIO: seeks favorable current
income by investing in a diversified portfolio of debt securities,
primarily of investment grade, including convertible issues and
preferred stock, with capital appreciation as a secondary
consideration.
* SELIGMAN FRONTIER PORTFOLIO: seeks growth in capital value; income may
be considered but will be only incidental to the Portfolio's
investment objective. In general, securities owned are likely to be
those issued by small to medium-sized companies selected for their
growth prospects.
* SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES PORTFOLIO:(formerly
Seligman Henderson Global Emerging Companies Portfolio), seeks
long-term capital appreciation primarily through global investments in
securities of companies with small to medium market capitalizations.
* SELIGMAN HENDERSON GLOBAL PORTFOLIO: seeks long-term capital
appreciation primarily through global investments in securities of
medium- to large-sized companies.
* SELIGMAN HIGH-YIELD BOND PORTFOLIO: seeks to produce maximum current
income by investing primarily in high-yielding, high risk corporate
bonds and corporate notes, which, generally, are unrated or carry
ratings lower than those assigned to investment grade bonds. THE
PORTFOLIO WILL INVEST UP TO 100% OF ITS ASSETS IN LOWER RATED BONDS,
COMMONLY KNOWN AS "JUNK BONDS," WHICH ARE SUBJECT TO A GREATER RISK OF
LOSS OF PRINCIPAL AND INTEREST THAN HIGHER RATED INVESTMENT GRADE
BONDS. PURCHASERS SHOULD CAREFULLY ASSESS THE RISKS ASSOCIATED WITH AN
INVESTMENT IN THIS PORTFOLIO. SEE "INVESTMENT OBJECTIVES AND
POLICIES--SELIGMAN HIGH-YIELD BOND PORTFOLIO."
* SELIGMAN INCOME PORTFOLIO: seeks primarily to produce high current
income consistent with what is believed to be prudent risk of capital
and secondarily to provide the possibility of improvement in income
and capital value over the longer term, by investing primarily in
income-producing securities.

This Prospectus sets forth concisely information about the Fund and its
Portfolios that a prospective investor should know before investing. Please read
it carefully before you invest and keep it for future reference. Additional
information about the Fund, including a Statement of Additional Information, has
been filed with the Securities and Exchange Commission (the "SEC"). The
Statement of Additional Information is available upon request and without charge
by calling or writing the Fund at the telephone numbers or address set forth
above. The Statement of Additional Information is dated the same date as this
Prospectus and is incorporated herein by reference in its entirety.
SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

(continued from page 1)

management services for each of the Fund's Portfolios are provided by J. & W.
Seligman & Co. Incorporated (the "Manager"). Seligman Henderson Co. supervises
and directs the global investments of Seligman Henderson Global Smaller
Companies Portfolio and Seligman Henderson Global Portfolio. Shares of the Fund
are currently provided as the investment medium for Canada Life of America
Variable Annuity Account 2 ("CLVA-2") and Canada Life of America Annuity Account
3 ("CLVA-3"), each established by Canada Life Insurance Company of America
("Canada Life").

CLVA-2 is registered as a unit investment trust under the Investment
Company Act of 1940 (the "1940 Act") and funds variable annuity contracts (the
"CLVA-2 Contracts") issued by Canada Life and distributed by Seligman Financial
Services, Inc. CLVA-3 is not registered or regulated as an investment company
under the 1940 Act in reliance on the exemption provided in Section 3(c)(11) of
the 1940 Act and funds variable annuity contracts (the "CLVA-3 Contracts")
issued by Canada Life and distributed by Seligman Financial Services, Inc.
CLVA-3 Contracts may be purchased only by pension or profit-sharing employee
benefit plans that satisfy the requirements for qualification set forth in
Section 401 of the Internal Revenue Code of 1986. Shares of the Fund are also
expected to be provided as the investment medium for other variable annuity
accounts to be established by Canada Life or its affiliates ("Canada Life
Separate Accounts"). Shares of the Seligman Capital Portfolio, Seligman Cash
Management Portfolio, Seligman Common Stock Portfolio, Seligman Fixed Income
Portfolio and Seligman Income Portfolio (but not the other Portfolios of the
Fund) are also provided as the investment medium for Mutual Benefit Variable
Contract Account-9 ("VCA-9") established by The Mutual Benefit Life Insurance
Company ("Mutual Benefit Life"). VCA-9 is registered as a unit investment trust
under the 1940 Act and funds variable annuity contracts (the "VCA-9 Contracts")
issued by Mutual Benefit Life.

TABLE OF CONTENTS
PAGE
-----
Financial Highlights................................ P-3
Investment Objectives And Policies.................. P-6
Seligman Capital Portfolio.......................... P-6
Seligman Cash Management Portfolio.................. P-6
Seligman Common Stock Portfolio..................... P-7
Seligman Communications and
Information Portfolio............................. P-7
Seligman Fixed Income Securities
Portfolio......................................... P-8
Seligman Frontier Portfolio......................... P-9
Seligman Henderson Global Smaller
Companies Portfolio............................... P-10
Seligman Henderson Global Portfolio................. P-10
Seligman High-Yield Bond Portfolio.................. P-13
Seligman Income Portfolio........................... P-14
Other Investment Policies........................... P-15
Management Services................................. P-17
Portfolio Transactions, Portfolio Turnover
And Valuation..................................... P-20
Dividends, Distributions And Taxes.................. P-21
Purchases And Redemptions........................... P-21
Custodians And Transfer Agent....................... P-21
Organization And Capitalization..................... P-21
Appendix............................................ P-23

P-2
<PAGE>
FINANCIAL HIGHLIGHTS

The following sets forth selected data for the periods indicated for a
single share outstanding of each of the Fund's Portfolios except Seligman
Communications and Information Portfolio, Seligman Frontier Portfolio, Seligman
Henderson Global Smaller Companies Portfolio, and Seligman High-Yield Bond
Portfolio, which are new Portfolios. The results shown below for all periods
through the year ended December 31, 1993 have been audited in conjunction with
the annual audits of the financial statements of Seligman Portfolios, Inc. by ,
independent auditors. The 1993 financial statements and independent auditors'
report thereon and the unaudited financial statements for the six-month period
ended June 30, 1994 are contained in the Fund's Statement of Additional
Information.
The per share operating performance data is designed to allow investors to
trace the operating performance, on a per share basis, from a Portfolio's
beginning net asset value to its ending net asset value so that investors may
understand what effect the individual items have on their investment, assuming
it was held throughout the period. Generally, the per share amounts are derived
by converting the actual dollar amounts incurred for each item, as disclosed in
the financial statements, to their equivalent per share amount.
The total return based on net asset value measures a Portfolio's
performance assuming investors purchased shares at net asset value as of the
beginning of the period, reinvested dividends and capital gains paid at net
asset value, and then sold the shares at the net asset value per share on the
last day of the period. The total returns exclude the effect of all
administration fees and asset-based sales loads associated with variable annuity
contracts. The total returns for periods of less than one year are not
annualized.
<TABLE>
<CAPTION>

CAPITAL PORTFOLIO
-----------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period........ $14.950 $16.980 $17.740 $11.230 $11.620 $10.060 $10.000
-------- ------- ------- ------- ------- ------- -------
Net investment income (loss)................ 0.004 0.021 (0.022) 0.079 0.044 (0.084) 0.060
Net realized and unrealized gain (loss)
on investment............................. (1.744) 1.928 1.202 6.547 (0.414) 1.739 --
-------- ------- ------- ------- ------- ------- -------
Increase (decrease) from
investment operations (1.740) 1.949 1.180 6.626 (0.370) 1.655 0.060
Dividends paid.............................. -- (0.021) -- (0.088) (0.020) -- --
Distributions from net gain realized........ -- (3.958) (1.940) (0.028) -- (0.095) --
-------- ------- ------- ------- ------- ------- -------
Net increase (decrease) in net asset value.. (1.740) (2.030) (0.760) 6.510 (0.390) 1.560 0.060
-------- ------- ------- ------- ------- ------- -------
Net asset value, end of period.............. $13.210 $14.950 $16.980 $17.740 $11.230 $11.620 $10.060
======== ======= ======= ======= ======= ======= =======
Total return based on net asset value....... (11.64)% 11.65% 6.80% 59.05% (3.18)% 16.47% 0.60%
Ratios/Supplemental Data:
Expenses to average net assets.............. 0.60%+ 0.71% 0.91% 0.60% 2.15% 3.55% 6.99%+
Net investment income (loss) to average
net assets 0.06% +0.09% (0.14)% 0.56% 0.18% (0.88)% (0.11)%+
Portfolio turnover.......................... 45.54% 65.30% 54.95% 31.44% 28.94% 32.55% --
Net assets, end of period (000's omitted)... $5,418 $5,886 $5,497 $5,812 $3,560 $2,577 $890
Without management fee waiver and
expense reimbursement:**
Net investment income (loss) per share...... $(0.017) $(0.003) $(0.035) $(0.092)
Ratios:
Expenses to average net assets............ 0.90%+ 0.83% 1.37% 3.80%
Net investment income (loss) to
average net assets...................... (0.24)%+ (0.03)% (0.21)% (1.12)%
</TABLE>

CASH MANAGEMENT PORTFOLIO
-----------------------------------------------------------------

- -------------
* Commencement of Operations.
** The Manager, in its discretion, waived its management fee and/or reimbursed expenses for certain periods presented.
+ Annualized.
</TABLE>
P-3
<PAGE>
<TABLE>
<CAPTION>

COMMON STOCK PORTFOLIO
----------------------------------------------------------------

SIX MONTHS YEAR ENDED DECEMBER 31 6/21/88* TO
--------------------------------------------
ENDED 6/30/94 1993 1992 1991 1990 1989 12/31/88
---------- ------- ------- ------- ------- --------- ---------
PER SHARE OPERATING PERFORMANCE: (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period........ $14.980 $15.600 $14.740 $11.580 $12.260 $10.150 $10.000
------- ------- ------- ------- ------- ------- -------
Net investment income....................... 0.181 0.392 0.346 0.362 0.356 0.248 0.120
Net realized and unrealized gain (loss)
on investment............................. (0.711) 1.479 1.445 3.459 (0.743) 2.195 0.060
------- ------- ------- ------- ------- ------- -------
Increase (decrease) from investment
operations (0.530) 1.871 1.791 3.821 (0.387) 2.443 0.180
Dividends paid.............................. -- (0.394) (0.369) (0.355) (0.263) (0.179) (0.030)
Distributions from net gain realized........ -- (2.097) (0.562) (0.306) (0.030) (0.154) --
------- ------- ------- ------- ------- ------- -------
Net increase (decrease) in net asset value.. (0.530) (0.620) 0.860 3.160 (0.680) 2.110 0.150
------- ------- ------- ------- ------- ------- -------
Net asset value, end of period.............. $14.450 $14.980 $15.600 $14.740 $11.580 $12.260 $10.150
======= ======= ======= ======= ======= ======= =======
Total return based on net asset value....... (3.54)% 11.94% 12.14% 33.16% (3.15)% 24.11% 1.80%
Ratios/Supplemental Data:
Expenses to average net assets.............. 0.59%+ 0.55% 0.56% 0.60% 0.88% 1.59% 3.62%+
Net investment income to average
net assets................................ 2.43%+ 2.10% 2.21% 2.63% 3.01% 2.32% 1.65%+
Portfolio turnover.......................... 12.79% 10.70% 12.57% 27.67% 13.78% 37.56% 14.40
Net assets, end of period (000's omitted)... $20,548 $21,861 $24,987 $26,103 $18,030 $9,332 $2,476
Without management fee waiver and
expense reimbursement:**
Net investment income per share............. $0.350 $0.236
Ratios:
Expenses to average net assets............ 0.71% 1.67%
Net investment income to average
net assets.............................. 2.51% 2.23%
</TABLE>

<TABLE>
<CAPTION>
FIXED INCOME SECURITIES PORTFOLIO
----------------------------------------------------------------

SIX MONTHS YEAR ENDED DECEMBER 31 6/21/88* TO
--------------------------------------------
ENDED 6/30/94 1993 1992 1991 1990 1989 12/31/88
---------- ------- ------- ------- ------- --------- ---------
PER SHARE OPERATING PERFORMANCE: (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period........ $10.110 $10.660 $10.990 $10.310 $10.220 $ 9.930 $10.000
------- ------- ------- ------- ------- ------- -------
Net investment income ...................... 0.229 0.713 0.706 0.798 0.680 0.658 0.262
Net realized and unrealized gain (loss)
on investment............................. (0.629) 0.142 (0.092) 0.699 (0.054) 0.208 (0.162)
------- ------- ------- ------- ------- ------- -------
Increase (decrease) from investment
operations (0.400) 0.855 0.614 1.497 0.626 0.866 0.100
Dividends paid.............................. -- (0.711) (0.772) (0.817) (0.536) (0.576) (0.170)
Distributions from net gain realized........ -- (0.694) (0.172) -- -- -- --
------- ------- ------- ------- ------- ------- -------
Net increase (decrease) in net asset value.. (0.400) (0.550) (0.330) 0.680 0.090 0.290 (0.070)
------- ------- ------- ------- ------- ------- -------
Net asset value, end of period.............. $9.710 $10.110 $10.660 $10.990 $10.310 $10.220 $ 9.930
======= ======= ======= ======= ======= ======= =======
Total return based on net asset value....... (3.96)% 7.98% 5.60% 14.58% 6.14% 8.70% 1.01%
Ratios/Supplemental Data:
Expenses to average net assets.............. 0.60%+ 0.74% 1.00% 0.60% 1.73% 2.13% 2.99%+
Net investment income to average
net assets................................ 4.52%+ 5.41% 6.22% 7.30% 6.59% 6.51% 5.25%+
Portfolio turnover.......................... 170.30% 33.21% 23.40% 6.34% 6.62% 49.92% 144.21%
Net assets, end of period (000's omitted)... $3,391 $3,775 $4,750 $5,369 $4,600 $4,129 $2,223
Without management fee waiver and
expense reimbursement:**
Net investment income per share............. $0.198 $0.675 $0.712 $0.643
Ratios:
Expenses to average net assets............ 1.22%+ 1.07% 1.42% 2.27%
Net investment income to average
net assets.............................. 3.89%+ 5.08% 6.48% 6.37%

- -------------
* Commencement of Operations.
** The Manager, in its discretion, waived its management fee and/or reimbursed expenses for certain periods presented.
+ Annualized.
</TABLE>
P-4
<PAGE>

GLOBAL PORTFOLIO
---------------------
SIX MONTHS 5/3/93* TO
ENDED 6/30/94 12/31/93
------------ -------
PER SHARE OPERATING PERFORMANCE: (UNAUDITED)
<S> <C> <C>
Net asset value, beginning of period................................ $11.370 $10.000
------- -------
Net investment income............................................... 0.047 0.021
Net realized and unrealized gain (loss)
on investment..................................................... (0.616) 1.518
Net realized and unrealized gain (loss)
from foreign currency transactions................................ 0.529 (0.099)
------- -------
Increase (decrease) from investment
operations........................................................ (0.040) 1.440
Dividends paid...................................................... -- (0.053)
Distributions from net gain realized................................ -- (0.017)
------- -------
Net increase (decrease) in net asset value.......................... (0.040) 1.370
------- -------
Net asset value, end of period...................................... $11.330 $11.370
======= =======
Total return based on net asset value............................... (0.35)% 14.40%
Ratios/Supplemental Data:
Expenses to average net assets...................................... 1.20%+ 1.20%+
Net investment income to average
net assets........................................................ 1.19%+ 1.30%+
Portfolio turnover.................................................. 16.44% 2.82%
Net assets, end of period (000's omitted)........................... $1,175 $648
Without management fee waiver and
expense reimbursement:**
Net investment income (loss) per share.............................. $(0.167) $(1.004)
Ratios:
Expenses to average net assets.................................... 6.63%+ 17.94%+
Net investment income (loss) to
average net assets.............................................. (4.25)%+ (15.44)%+
</TABLE>

<TABLE>
<CAPTION>
INCOME PORTFOLIO
-----------------------------------------------------------------

SIX MONTHS YEAR ENDED DECEMBER 31 6/21/88* TO
--------------------------------------------
ENDED 6/30/94 1993 1992 1991 1990 1989 12/31/88
---------- ------- ------- ------- ------- --------- ---------
PER SHARE OPERATING PERFORMANCE: (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period........ $11.380 $11.390 $11.250 $ 9.500 $10.780 $10.040 $10.000
------- ------- ------- ------- ------- ------- -------
Net investment income....................... 0.331 0.828 0.862 0.896 0.829 0.634 0.142
Net realized and unrealized gain (loss)
on investment............................. (1.141) 0.576 0.896 2.024 (1.487) 0.834 (0.032)
------- ------- ------- ------- ------- ------- -------
Increase (decrease) from investment
operations................................ (0.810) 1.404 1.758 2.920 (0.658) 1.468 0.110
Dividends paid.............................. -- (0.828) (0.987) (0.904) (0.622) (0.419) (0.070)
Distributions from net gain realized........ -- (0.586) (0.631) (0.266) -- (0.309) --
------- ------- ------- ------- ------- ------- -------
Net increase (decrease) in net asset value.. (0.810) (0.010) 0.140 1.750 (1.280) 0.740 0.040
------- ------- ------- ------- ------- ------- -------
Net asset value, end of period.............. $10.570 $11.380 $11.390 $11.250 $ 9.500 $10.780 $10.040
======= ======= ======= ======= ======= ======= =======
Total return based on net asset value....... (7.12)% 12.37% 15.72% 30.89% (6.10)% 14.61% 1.10%
Ratios/Supplemental Data:
Expenses to average net assets.............. 0.60%+ 0.64% 0.68% 0.60% 1.40% 2.69% 5.02%+
Net investment income to average
net assets................................ 6.24%+ 6.40% 7.53% 8.05% 8.19% 5.95% 2.46%+
Portfolio turnover.......................... 16.17% 38.38% 39.46% 43.67% 21.64% 60.10% --
Net assets, end of period (000's omitted)... $10,663 $11,220 $11,363 $11,509 $7,419 $4,085 $1,265
Without management fee waiver and
expense reimbursement:**
Net investment income (loss) per share...... $0.324 $0.826 $0.867 $0.610 $0.089
Ratios:
Expenses to average net assets............ 0.73%+ 0.65% 0.93% 2.88% 5.42%+
Net investment income (loss) to
average net assets...................... 6.11%+ 6.39% 7.72% 5.77% 2.07%+

- -------------
* Commencement of Operations.
** The Manager (and Subadviser in the case of the Global Portfolio), at their
discretion, waived management fees and/or reimbursed expenses for certain
periods presented.
+ Annualized.
</TABLE>

P-5
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

Set forth below is a description of the investment objective(s) of each of
the Fund's Portfolios and their investment policies. Of course, because any
investment involves risk, there can be no assurance that any of the Portfolios
will meet its objective. The investment objective(s) of each Portfolio may not
be changed without the affirmative vote of the holders of a majority of the
voting securities of that Portfolio; however, unless otherwise noted, the
investment policies of each Portfolio are not fundamental and may be changed by
the Fund's Board of Directors without a vote of shareholders. A more detailed
description of each Portfolio's investment policies, including a list of those
restrictions on each Portfolio's investment activities which cannot be changed
without such a vote, appears in the Statement of Additional Information.
Information regarding the various rating categories used by the Standard &
Poor's Corporation ("S&P") and Moody's Investors Services, Inc. ("Moody's"), and
referred to in the following descriptions, is included in the Appendix to this
Prospectus.

SELIGMAN CAPITAL PORTFOLIO

The investment objective of this Portfolio is to produce capital
appreciation for its shareholders. Current income is not an objective. The
Portfolio will seek to achieve its objective by investing in common stocks and
securities convertible into or exchangeable for common stocks, in common stock
purchase warrants, in debt securities and in preferred stocks believed to
provide capital appreciation opportunities. Common stocks, for the most part,
are selected for their near or intermediate-term prospects. They may be stocks
believed to be underpriced or stocks of growth companies, cyclical companies, or
companies believed to be undergoing a basic change for the better. They may be
stocks of established, well-known companies or of newer, less-seasoned companies
believed to have better-than-average prospects. The principal criterion for
choice of investments is capital appreciation potential.

The Portfolio may, pending investment and for temporary defensive purposes,
hold cash and invest without limitation in high-grade, short-term money market
instruments, including repurchase agreements, of the types listed under
"Seligman Cash Management Portfolio."

The Seligman Capital Portfolio may borrow money to increase its portfolio
of securities. Investing for capital appreciation and borrowing ordinarily
expose capital to added risk, and investment in the Portfolio should be
considered only by persons who are able and willing to take such risk.

SELIGMAN CASH MANAGEMENT PORTFOLIO

The investment objective of this Portfolio is to preserve capital and to
maximize liquidity and current income by investing in a diversified portfolio of
high-quality money market instruments consisting of United States ("U.S.")
Government obligations, U.S. dollar-denominated bank obligations (including
those issued by U.S. banks, their foreign branches and U.S. branches of foreign
banks), prime commercial paper, high-grade, short-term corporate obligations and
repurchase agreements with respect to the above types of instruments. The
Portfolio seeks to maintain a constant net asset value of $1.00 per share; there
can be no assurance that the Portfolio will be able to do so. In an effort to
maintain a stable net asset value, the Portfolio uses the amortized cost method
of valuing its securities.

The Portfolio will invest only in U.S. dollar-denominated securities having
a remaining maturity of 13 months (397 days) or less and will maintain a
dollar-weighted average portfolio maturity of 90 days or less. The Portfolio
will limit its investments to those securities that, in accordance with
guidelines adopted by the Board of Directors, present minimal credit risks.
Accordingly, the Portfolio will not purchase any security (other than a U.S.
Government obligation) unless (i) it is rated in one of the two highest rating
categories assigned to short-term debt securities by at least two nationally
recognized statistical rating organizations ("NRSROs") such as Moody's and S&P,
or (ii) if not so rated, it is determined to be of comparable quality.
Determinations of comparable quality will be made in accordance with procedures
established by the Directors. These standards must be satisfied at the time an
investment is made. If the quality of the investment later declines, the
Portfolio may continue to hold the investment, subject in certain circumstances
to a finding by the Board of Directors that disposing of the investment would
not be in the Portfolio's best interest.

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Presently, the Portfolio only invests in either U.S. Government obligations
or securities that are rated in the top rating category by Moody's and S&P.
However, the Portfolio is permitted to invest up to 5% of its assets in
securities rated in the second highest rating category by two NRSROs, provided
that not more than the greater of 1% of its total assets or $1,000,000 is
invested in any one such security.

U.S. GOVERNMENT OBLIGATIONS in which the Portfolio invests include
obligations issued or guaranteed as to both principal and interest by the U.S.
Government or backed by the full faith and credit of the United States, such as
U.S. Treasury bills, securities issued or guaranteed by a U.S. Government agency
or instrumentality, and securities supported by the right of the issuer to
borrow from the U.S. Treasury.

BANK OBLIGATIONS purchased by the Portfolio include U.S. dollar-denominated
certificates of deposit, banker's acceptances, fixed time deposits and
commercial paper of domestic banks, including their branches located outside the
United States, and of domestic branches of foreign banks. 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 50 largest foreign banks in terms of assets with branches or agencies in the
United States.

COMMERCIAL PAPER AND SHORT-TERM CORPORATE DEBT SECURITIES include
short-term unsecured promissory notes with maturities not exceeding nine months
issued in bearer form by bank holding companies, corporations and finance
companies. Investments in commercial paper issued by bank holding companies will
be limited at the time of investment to the 100 largest U.S. bank holding
companies in terms of assets.

YIELD INFORMATION. Investors should recognize that, in periods of declining
interest rates, yields will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates, the yield of the Portfolio will
tend to be somewhat lower. Also, when interest rates are falling, the inflow of
new money to the Portfolio from the continuous sale of its shares will likely be
invested in portfolio instruments producing lower yields than the balance of the
Portfolio assets, thereby reducing the current yield of the Portfolio. In
periods of rising interest rates, the opposite can be true. The Seligman Cash
Management Portfolio may attempt to increase yields on its investments by using
trading techniques designed to take advantage of short-term market variations.
This policy, together with the short maturities of the securities in which the
Portfolio invests, would result in high portfolio turnover. The Portfolio does
not anticipate incurring significant brokerage or transaction expenses since
portfolio transactions ordinarily will be made directly with the issuer, money
market dealer, or other financial institution on a net price basis.

SELIGMAN COMMON STOCK PORTFOLIO

The investment objective of this Portfolio is to produce favorable, but not
the highest, current income and long-term growth of both income and capital
value, without exposing capital to undue risk. The Seligman Common Stock
Portfolio seeks to achieve its objective primarily through equity investments,
and in general, investments will be broadly diversified over a number of
industries. The Seligman Common Stock Portfolio may, pending investment and for
temporary defensive purposes, invest without limitation in high-grade,
short-term money market instruments, including repurchase agreements, of the
types listed under "Seligman Cash Management Portfolio."

SELIGMAN COMMUNICATIONS AND INFORMATION PORTFOLIO

The investment objective of this Portfolio is to produce capital gain.
Income is not an objective. The Portfolio seeks to achieve its objective by
investing in a portfolio consisting of securities of companies operating in
virtually all aspects of the communications, information and related industries.
It invests at least 80% of its net assets, exclusive of government securities,
short-term notes, cash and cash equivalents, in securities of companies engaged
in these industries.

The value of Portfolio shares may be susceptible to factors affecting the
communications, information and related industries. As such, this Portfolio is
not an appropriate investment for individuals who require safety of principal or
stable income from their investments. These industries may be subject to greater
governmental regulation than many other industries and changes in governmental
policies and the need for regulatory approvals may have a material effect on the
products and services of these industries. Although securities of large
companies that now are well established in the world communications and
information market and can be expected to grow with the market are held by this

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Portfolio, rapidly changing technologies and the expansion of the
communications, information and related industries provide a favorable
environment for investing in companies of small to medium size. Securities of
smaller, less-seasoned companies may be subject to greater price fluctuation,
limited liquidity and above-average investment risk.

This Portfolio invests primarily in common stocks. It also may invest in
securities convertible into or exchangeable for common stocks, in warrants to
purchase common stocks and in debt securities or preferred stocks believed to
provide opportunities for capital gain. It is this Portfolio's present intention
to invest not more than 5% of its net assets in debt securities that are not
rated within the four highest rating categories by S&P or by Moody's.

SELIGMAN FIXED INCOME SECURITIES PORTFOLIO

The investment objective of this Portfolio is to achieve favorable current
income by investing in debt securities, including convertible issues and
preferred stock, diversified over a number of industries. Capital appreciation
will be a secondary consideration in selecting portfolio securities. As a matter
of fundamental policy, the Portfolio will invest at least 80% of its assets in
securities that are rated investment grade.

The Portfolio's assets may be invested in (l) corporate debt securities,
including bonds and debentures convertible into common stock or with warrants;
(2) debt securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities; or (3) mortgage-backed debt securities, including securities
issued by the Government National Mortgage Association ("GNMA") and debt
obligations secured by commercial or residential real estate, rated within one
of the three highest rating categories by S&P or, if unrated, of comparable
quality in the opinion of the Manager; (4) preferred stock; and (5) commercial
paper rated within one of the three highest rating categories by S&P or Moody's.
The Portfolio may also hold or sell any securities obtained through the exercise
of conversion rights or warrants, or as a result of reorganization,
recapitalization, or liquidation proceedings of any issuer of securities owned
by the Portfolio. Long-term debt securities normally will be held when it is
believed that the trend of interest rates is down and prices of such securities
will increase; conversely, when it is believed that long-term interest rates
will rise, the Portfolio may attempt to shift into short-term debt securities
that are generally not as volatile as longer-term securities in periods of
rising interest rates. The Portfolio may, pending investment and for temporary
defensive purposes, invest without limitation in high-grade short-term money
market instruments, including repurchase agreements, of the types listed under
"Seligman Cash Management Portfolio."

Corporate debt securities purchased by the Portfolio will, in order to meet
the Portfolio's fundamental policy, be investment grade bonds that are rated
within one of the four highest rating categories by S&P or Moody's. To the
extent that the Portfolio may invest in lower-rated bonds, an investor should be
aware that while providing higher yields, such lower-rated bonds generally are
subject to greater market fluctuations and risks of loss of income and principal
than higher-rated (and lower-yielding) bonds. A description of the credit
ratings and the risks associated with such investments is contained in the
Appendix to this Prospectus. U.S. Government and agency obligations in which the
Portfolio invests may include direct obligations of the U.S. Treasury, such as
bills, notes and bonds, and marketable obligations issued by a U.S. Government
agency or instrumentality. Agency securities include those issued by the Small
Business Administration, General Services Administration and Farmers Home
Administration, which are guaranteed by the U.S. Treasury. Other such securities
are supported by the right of the issuer to borrow from the Treasury, such as
securities issued by the Federal Home Loan Mortgage Corporation ("FHLMC"), while
certain other securities are supported only by the credit of the agency or
instrumentality itself, such as securities issued by the Federal National
Mortgage Association ("FNMA"). Commercial paper includes unsecured promissory
notes of corporate issuers, which securities generally have remaining maturities
not exceeding nine months.

The mortgage-backed securities in which the Portfolio invests will include
securities that represent interests in pools of mortgage loans made by lenders
such as savings and loan institutions, mortgage bankers, and commercial banks.
Such securities provide a "pass-through" of monthly payments of interest and
principal made by the borrowers on their residential mortgage loans (net of any
fees paid to the issuer or guarantor of such securities). Although the
residential mortgages underlying a pool may have maturities of up to 30 years, a
pool's effective maturity may be reduced by prepayments of principal on the
underlying mortgage obligations. Factors affecting mortgage prepayments include,
among other things, the level of interest rates, general economic and social
conditions and the location and age of the mortgages. High interest rate
mortgages are more likely to be prepaid than lower-rate mortgages; consequently,
the effective maturities of mortgage-related obligations that pass-through

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<PAGE>
payments of higher-rate mortgages are likely to be shorter than those of
obligations that pass-through payments of lower-rate mortgages. If such
prepayment of mortgage-related securities in which the Portfolio invests occurs,
the Portfolio may have to invest the proceeds in securities with lower yields.

GNMA is a U.S. Government corporation within the Department of Housing and
Urban Development, authorized to guarantee, with the full faith and credit of
the U.S. Government, the timely payment of principal and interest on securities
issued by institutions approved by GNMA (such as savings and loan institutions,
commercial banks and mortgage bankers) and backed by pools of Federal Housing
Administration insured or Veterans Administration guaranteed residential
mortgages. These securities entitle the holder to receive all interest and
principal payments owed on the mortgages in the pool, net of certain fees,
regardless of whether or not the mortgagors actually make the payments. Other
government-related issuers of mortgage-related securities include FNMA, a
government-sponsored corporation subject to general regulation by the Secretary
of Housing and Urban Development but owned entirely by private stockholders, and
FHLMC, a corporate instrumentality of the U.S. Government created for the
purpose of increasing the availability of mortgage credit for residential
housing that is owned by the twelve Federal Home Loan Banks. FHLMC issues
Participation Certificates ("PCs"), which represent interests in mortgages from
FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and
ultimate collection of principal, but PCs are not backed by the full faith and
credit of the U.S. Government. Pass-through securities issued by FNMA are backed
by residential mortgages purchased from a list of approved seller/servicers and
are guaranteed as to timely payment of principal and interest by FNMA, but are
not backed by the full faith and credit of the U.S. Government.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through securities based on pools of conventional residential mortgage
loans. Securities created by such non-governmental issuers may offer a higher
rate of interest than government-related securities; however, timely payment of
interest and principal may or may not be supported by insurance or guarantee
arrangements, and there can be no assurance that the private issuers can meet
their obligations.

The Portfolio may also invest in collateralized mortgage obligations
("CMOs") and real estate mortgage investment conduits or "REMlCs." REMlCs and
CMOs are pay-through bonds divided into multiple classes or tranches, generally
four, with different maturities backed by mortgage pools. The interest on the
several classes is distributed currently to the holders of each class;
principal, however, is not paid simultaneously to holders of all classes.
Instead, holders of the first tranche of bonds receive all payments until their
bonds are paid in full, and then each succeeding tranche is retired. Often, the
fourth tranche is made into a compound interest or "zero coupon bond"; holders
of the last tranche receive principal and interest only after all prior maturing
classes are retired. Interest accrued but not paid on the fourth tranche is
added to its principal on each payment date and thereafter itself accrues
interest. These securities have short, intermediate and long-term maturities.
Yields on the early maturing classes may be lower than the yields on traditional
pass-through securities.
It can be expected that government-related and private entities may create
mortgage loan pools offering pass-through investments in addition to those
described above. As new types of mortgage-related securities are developed,
consideration may be given to making investments in such securities.

SELIGMAN FRONTIER PORTFOLIO

The investment objective of this Portfolio is to produce growth in capital
value; income may be considered but will be only incidental to the Portfolio's
investment objective. This Portfolio seeks to achieve its objective by investing
in a portfolio consisting of securities of companies selected for their growth
prospects. It invests primarily in common stocks, and may also invest in
securities that may be exchanged for or converted into common stock, preferred
stock and common stock purchase warrants believed by the Manager to provide
capital growth opportunities.

Stocks of companies believed by the Manager to have special characteristics
(such as a high growth rate of unit sales, an important opportunity in a
developing industry or a distinct competitive advantage) are favored by this
Portfolio. In general, securities owned are likely to be those issued by
companies of small to medium size with annual revenue of $400 million or less.
Except when investing for temporary defensive purposes, this Portfolio will
invest at least 65% of its net assets, exclusive of government securities,
short-term notes, cash and cash items, in securities of such companies.
Securities of smaller or medium-sized companies may be subject to above-average

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<PAGE>
market price fluctuation and business risk; however, the Manager will seek to
temper such risks by diversification of investments and by avoiding
concentration of investments in any one industry.

This Portfolio's investments, other than in securities of the companies
discussed above, will be substantially in securities issued or guaranteed by the
U.S. Government (such as Treasury bills, notes and bonds), its agencies,
instrumentalities or authorities, highly-rated corporate debt securities (rated
AA-, or better, by S&P or Aa3, or better, by Moody's); prime commercial paper
(rated A-1+/A-1 by S&P or P-1 by Moody's) and certificates of deposit of the 100
largest (based on assets) banks that are subject to regulatory supervision by
the U.S. Government or state governments and the 50 largest (based on assets)
foreign banks with branches or agencies in the United States.

SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES PORTFOLIO
SELIGMAN HENDERSON GLOBAL PORTFOLIO

Unless otherwise indicated, the following description of investment
objectives and policies applies to both the Seligman Henderson Global Smaller
Companies Portfolio ("Global Smaller Companies Portfolio") and the Seligman
Henderson Global Portfolio ("Global Portfolio").

The investment objective of the Global Smaller Companies Portfolio is
long-term capital appreciation primarily through global investments in
securities of companies with small to medium market capitalizations. Under
normal market conditions, the Global Smaller Companies Portfolio will invest its
assets in securities of issuers located in at least three different countries,
one of which may be the U.S., and will invest at least 65% of its assets in
securities of small to medium-sized companies with market capitalizations up to
$750 million.

The investment objective of the Global Portfolio is long-term capital
appreciation primarily through global investments in securities of medium- to
large-sized companies. Under normal market conditions, the Global Port-folio
will invest 65% of its assets in securities of issuers located in at least three
different countries, one of which may be the U.S.

Seligman Henderson Co. (the "Subadviser") will supervise and direct the
investments of both Portfolios. While each Portfolio may invest in securities of
issuers domiciled in any country, under normal conditions investments will be
made in four principal regions: The United Kingdom/Continental Europe, North
America, the Pacific Basin and Latin America. Continental European countries
include Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland,
Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden and
Switzerland. Pacific Basin countries include Australia, Hong Kong, India,
Indonesia, Japan, Korea, Malaysia, New Zealand, The People's Republic of China,
The Philippines, Singapore, Taiwan and Thailand. North America includes the
United States and Canada.
Latin American countries include Argentina, Brazil, Chile, Mexico and Venezuela.

In allocating investments among geographic regions and individual
countries, the Subadviser will consider such factors as the relative economic
growth potential of the various economies and securities markets; expected
levels of inflation; financial, social and political conditions influencing
investment opportunities; and the outlook for currency relationships.

These Portfolios may invest in all types of securities, most of which will
be denominated in currencies other than the U.S. dollar. Since opportunities for
long-term growth are primarily expected from equity securities, the Portfolios
will normally invest substantially all of their assets in such securities,
including common stock, securities convertible into common stock, depository
receipts for these securities and warrants. These Portfolios may, however,
invest up to 25% of their assets in preferred stock and debt securities if the
Subadviser believes that the capital appreciation available from an investment
in such securities will equal or exceed the capital appreciation available from
an investment in equity securities. Dividends or interest income are considered
only when the Subadviser believes that such income will have a favorable
influence on the market value of a security in light of the Portfolios'
objective of capital appreciation.

There is no requirement that the debt securities in which the Portfolios
may invest be rated by a recognized rating agency. However, it is the
Portfolios' policy that investments in debt securities, whether rated or
unrated, will be made only if they are, in the opinion of the Subadviser, of
equivalent quality to "investment grade" securities. "Investment grade"
securities are those rated within the four highest quality grades as determined

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<PAGE>
by Moody's or S&P. Debt securities are interest-rate sensitive, so that their
value will tend to decrease when interest rates rise and increase when interest
rates fall.

DEPOSITORY RECEIPTS. The Portfolios may invest in securities represented by
European Depository Receipts ("EDRs"), American Depository Receipts ("ADRs"), or
American Depository Shares ("ADSs"). ADRs and ADSs are dollar-denominated
receipts issued generally by domestic banks and representing the deposit with
the bank of a security of a foreign issuer, and are publicly traded on exchanges
or over-the-counter in the United States. EDRs are receipts similar to ADRs and
ADSs and are issued and traded in Europe. ADRs, ADSs and EDRs may be issued
under sponsored or unsponsored programs. In sponsored programs, the issuer has
made arrangements to have its securities trade in the form of ADRs, ADSs or
EDRs. In unsponsored programs, the issuer may not be directly involved in the
creation of the program. Although regulatory requirements with respect to
sponsored and unsponsored programs are generally similar, the issuers of
unsponsored ADRs, ADSs or EDRs are not obligated to disclose material
information in the U.S., and, therefore, such information may not be fully
reflected in the market value of such receipts.

By investing in foreign securities, the Portfolios will attempt to take
advantage of differences among economic trends and the performance of securities
markets in various countries. To date, the market values of securities of
issuers located in different countries have moved relatively independently of
each other and during certain periods the return on equity investments in some
countries has exceeded the return on similar investments in the U.S. The
Subadviser believes that, in comparison with investment companies investing
solely in domestic securities, it may be possible to obtain significant
appreciation from a portfolio of foreign investments and securities from various
markets that offer different investment opportunities and are affected by
different economic trends. Global diversification reduces the effect that events
in any one country will have on the entire investment portfolio. Of course, a
decline in the value of a Portfolio's investments in one country may offset
potential gains from investments in another country.

RISK FACTORS. Investments in securities of foreign issuers may involve
risks that are not associated with domestic investments, and there can be no
assurance that either of the Portfolios' foreign investments will present less
risk than a portfolio of domestic securities. Foreign issuers may lack uniform
accounting, auditing and financial reporting standards, practices and
requirements, and there is generally less publicly available information about
foreign issuers. Governmental regulation and supervision of foreign stock
exchanges, brokers and listed companies may be less pervasive than is customary
in the U.S. Securities of some foreign issuers are less liquid and their prices
are more volatile than securities of comparable domestic issuers. Foreign
securities settlements may in some instances be subject to delays and related
administrative uncertainties. Foreign securities markets may have substantially
less volume than U.S. markets. Fixed brokerage commissions on foreign securities
exchanges are generally higher than in the U.S., and transaction costs with
respect to smaller capitalization companies may be higher than those of larger
capitalization companies. Income from foreign securities may be reduced by a
withholding tax at the source or other foreign taxes. In some countries, there
may also be the possibility of expropriation or confiscatory taxation,
limitations on the removal of funds or other assets of the Portfolios, political
or social instability or revolution, or diplomatic developments which could
affect investments in those countries.

With regard to the Global Smaller Companies Portfolio, the Subadviser
believes that smaller companies generally have greater earnings and sales growth
potential than larger companies. However, investments in such companies may
involve greater risks, such as limited product lines, markets and financial or
managerial resources. Less frequently traded securities may be subject to more
abrupt price movements than securities of larger companies.

FOREIGN CURRENCIES. The Portfolios' investments in foreign securities will
usually be denominated or traded in foreign currencies and the Portfolios may
temporarily hold funds in foreign currencies. The value of the Portfolios'
investments denominated in foreign currencies may be affected, favorably or
unfavorably, by the relative strength of the U.S. dollar, changes in foreign
currency and U.S. dollar exchange rates and exchange control regulations. The
Portfolio's net asset value per share will be affected by changes in currency
exchange rates. Changes in foreign currency exchange rates may also affect the
value of dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains, if any, to be distributed by the
Portfolios. The rate of exchange between the U.S. dollar and other currencies is
generally determined by the forces of supply and demand in the foreign exchange
markets and, in some cases, by exchange controls.

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<PAGE>
FORWARD CURRENCY EXCHANGE CONTRACTS. The Subadviser will consider changes
in exchange rates in making investment decisions. As one way of managing
exchange rate risk, each Portfolio may enter into forward currency exchange
contracts (agreements to purchase or sell foreign currencies at a future date).
A Portfolio will usually enter into these contracts to fix the U.S. dollar value
of securities that 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.
A Portfolio may also use these contracts to hedge the U.S. dollar value of
securities it already owns. A Portfolio may be required to cover certain forward
currency exchange contract positions by establishing a segregated account with
its custodian that will contain only liquid assets, such as U.S. Government
securities or other liquid high-grade debt obligations.

Although the Portfolios will seek to benefit by using forward contracts,
anticipated currency movements may not be accurately predicted and the
Portfolios may therefore incur a gain or loss on a forward contract. A forward
contract may help reduce the Portfolios' losses on securities denominated in
foreign currency, 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 or
other currencies.

FUTURES CONTRACTS AND RELATED OPTIONS. The Portfolios may purchase and sell
U.S. stock index futures contracts and related options, and certain foreign
stock index futures contracts and related options that have been approved by the
Commodity Futures Trading Commission ("CFTC") for investment by U.S. investors,
as a hedge against changes in the value of the Portfolios' securities or options
on stock indices held by the Portfolios. The Portfolios may also purchase and
sell foreign currency futures contracts and options on such futures and forward
currency contracts as a hedge against changes in foreign currency exchange rates
and may execute other hedging strategies relating to Portfolio securities. In
addition, the Portfolios may invest in U.S. interest rate futures contracts and
related options and in certain foreign interest rate futures contracts and
related options which have been approved by the CFTC for investment by U.S.
investors, to hedge against changes in interest rates in relation to the
interest rates that are reflected in portfolio securities. The Portfolios will
not use futures contracts and related options transactions for speculative
purposes. A Portfolio will limit its use of futures contracts so that no more
than 5% of the fair market value of the Portfolio's assets would be committed to
initial margin deposits and premiums after taking into account unrealized
profits and unrealized losses on those transactions it has entered into
(excluding in-the-money amounts on options in-the-money when purchased). There
may be varying degrees of correlation between movements in option and futures
prices and movements in the price of the portfolio security being hedged, which
increases the possibility that losses on the hedge may be greater than gains in
the value of the portfolio security. See "Investment Policies and Restrictions"
in the Statement of Additional Information.

OPTIONS TRANSACTIONS. A Portfolio may purchase call and put options on
securities and on stock indices to attempt to hedge its portfolio and to
increase total return. Call options may be purchased when it is believed that
the market price of the underlying security or index will increase above the
exercise price. Put options may be purchased when the market price of the
underlying security or index is expected to decrease below the exercise price. A
Portfolio may also purchase call options to provide a hedge against an increase
in the price of a security sold short by the Portfolio. When a Portfolio
purchases a call option it will 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 Portfolio, the amount of the premium and the commission paid may be greater
than the amount of the brokerage commission that would be charged if the
security were purchased directly.

In addition, a Portfolio may write covered put or call options on
securities or stock indices. By writing options, the Portfolio limits its profit
to the amount of the premium received. By writing a call option, the Portfolio
assumes the risk that it may be required to deliver the security at a price
lower than its market value at the time the option is exercised. By writing a
put option, the Portfolio assumes the risk that it may be required to purchase
the underlying security at a price in excess of its current market value. A
Portfolio will not write options if immediately after the sale the aggregate
value of securities or currencies covering put or call options would exceed 25%
of the market value of the Portfolio's net assets. See "Investment Policies and
Restrictions" in the Statement of Additional Information.

TEMPORARY INVESTMENTS. When the Subadviser believes that market conditions
warrant a temporary defensive position, a Portfolio may invest up to 100% of its
assets in short-term instruments such as 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. Investments

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in domestic bank certificates of deposit and bankers' acceptances will be
limited to banks that have total assets in excess of $500 million and are
subject to regulatory supervision by the U.S. Government or state governments. A
Portfolio's investments in commercial paper of U.S. issuers will be limited to
(a) obligations rated Prime-1 by Moody's or A-1 by S&P or (b) unrated
obligations issued by companies having an outstanding unsecured debt issue
currently rated A or better by S&P. A description of various commercial paper
ratings and debt securities ratings appears in the Appendix to this Prospectus.
A Portfolio's investments in foreign short-term instruments will be limited to
those that, in the opinion of the Subadviser, equate generally to the standards
established for U.S. short-term instruments.

SELIGMAN HIGH-YIELD BOND PORTFOLIO

The objective of this Portfolio is to produce maximum current income. The
Portfolio seeks to achieve its objective by following a policy of investing in a
diversified range of high-yield, high-risk, medium and lower quality corporate
bonds and notes, commonly referred to as "junk bonds". Generally, bonds and
notes providing the highest yield are unrated or carry lower ratings (Baa or
lower by Moody's or BBB or lower by S&P) than those assigned by S&P or Moody's
to investment-grade bonds and notes. A description of the S&P and Moody's rating
categories is set forth in the Appendix to this Prospectus. While providing
higher yields, these bonds and notes are subject to greater risks of loss of
principal and income than higher-rated bonds and notes and are considered to be
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal. They are also generally considered to be subject to greater
price volatility due to market risks than higher rated bonds and notes.

The amount of outstanding high-yield, lower-rated corporate securities has
recently proliferated. Based on industry estimates, the market grew from $20
billion in outstanding securities to in excess of $270 billion, principally over
the past ten years, a period of national economic expansion. An economic
downturn could adversely impact issuers' abilities to pay interest and repay
principal and could result in issuers' defaulting on such payments. The value of
the Portfolio's bonds and notes will be affected like all fixed-income
securities by market conditions relating to changes in prevailing interest
rates. However, the value of lower-rated or unrated corporate bonds and notes is
also affected by investors' perceptions. When economic conditions appear to be
deteriorating, lower-rated or unrated corporate bonds and notes may decline in
market value due to investors' heightened concerns and perceptions over credit
quality. If the security is downgraded, the Portfolio may retain the security.

The Portfolio may invest in "zero coupon" (interest payments accrue until
maturity) and "pay-in-kind" (interest payments are made in cash or additional
shares) bonds. Such securities may be subject to greater fluctuations in value
as they tend to be more speculative than income bearing securities. Fluctuations
in the market prices of the securities owned by the Portfolio result in
corresponding fluctuations and volatility in the net asset value of the shares
of the Portfolio.

Lower-rated and unrated corporate bonds and notes in which the Portfolio
invests are traded principally by dealers in the over-the-counter market. The
market for these securities may be less active and less liquid than for higher
rated securities. Under adverse market or economic conditions, the secondary
market for these bonds and notes could contract further, causing the Portfolio
difficulties in valuing and selling the securities in its portfolio.

The ratings of fixed-income securities by Moody's and S&P are a generally
accepted barometer of credit risk. They are, however, subject to certain
limitations from an investor's standpoint. The rating of an issuer is heavily
weighted by past developments and does not necessarily reflect probable future
conditions. There is frequently a lag between the time the rating is assigned
and the time it is updated. In addition there may be varying degrees of
difference in credit risk of securities within each rating category.

The Manager will try to minimize the risk inherent in the Portfolio's
investment objective through credit analysis, diversification and attention to
current developments and trends in interest rates and economic conditions.
However, there can be no assurance that losses will not occur and an investment
in the Portfolio is appropriate for you only if you can bear the high risk
inherent in seeking maximum current income by investing in high-yielding
corporate bonds and notes which are unrated or carry lower ratings than those
assigned by S&P or Moody's to investment-grade bonds.

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Except for temporary defensive purposes, at least 80% of the value of the
Portfolio's total assets will be invested in high-yielding, income-producing
corporate bonds. This investment policy is a fundamental policy and may not be
changed by the Board of Directors of the Fund without the vote of a majority of
the Portfolio's outstanding voting securities. The Portfolio may invest up to
20% of the value of its total assets in a range of high-yield, medium and lower
quality corporate notes, short-term money market instruments, including
certificates of deposit of banks having total assets of more than $1 billion and
which are members of the FDIC, bankers' acceptances and interest-bearing savings
or time deposits of such banks, commercial paper of prime quality rated A-1 or
higher by S&P or Prime-1 or higher by Moody's or, if not rated, issued by
companies which have an outstanding debt issue rated AA or higher by S&P or Aa
or higher by Moody's, securities issued, guaranteed or insured by the U.S.
Government, its agencies and instrumentalities and other income-producing cash
items. The Portfolio may invest temporarily for defensive purposes without limit
in the foregoing securities.

SELIGMAN INCOME PORTFOLIO

The primary investment objective of this Portfolio is to provide
shareholders with high current income consistent with what is believed to be
prudent risk of capital; secondarily, the Portfolio seeks to provide the
possibility of improvement in income and capital value over the longer term.
Assets are invested in securities carefully selected in light of the Portfolio's
investment objectives and diversified to limit risk. The distribution of
investments between different types of securities is governed by a fundamental
policy, which can be changed only by the vote of the shareholders, that at least
25% of the market value of gross assets must at all times be in cash, bonds
and/or preferred stocks. Under an investment policy established by the Board of
Directors, at least 80% of assets will be invested in income-producing
securities.

Subject to that limitation, assets may be invested in many different types
of securities, including money market instruments, fixed-income securities such
as bonds, debentures and preferred stocks, senior securities convertible into
common stocks, and common stocks.

Convertible bonds are convertible at a stated exchange rate or price into
common stock. Before conversion, convertible securities are similar to
non-convertible debt securities in that they provide a steady stream of income
with generally higher yields than an issuer's equity securities. The market
value of all debt securities, including convertible securities, tends to decline
as interest rates increase and to increase as interest rates decline. In
general, convertible securities may provide lower interest or dividend yields
than non-convertible debt securities of similar quality, but they may also allow
investors to benefit from increases in the market price of the underlying common
stock. When the market price of the underlying common stock increases, the price
of the convertible security tends to reflect the increase. When the market price
of the underlying common stock declines, the convertible security tends to trade
on the basis of yield, and may not depreciate to the same extent as the
underlying common stock. In an issuer's capital structure, convertible
securities are senior to common stocks. They are therefore of higher quality and
involve less risk than the issuer's common stock, but the extent to which risk
is reduced depends largely on the extent to which the convertible security sells
above its value as a fixed-income security. In selecting convertible securities
for the Portfolio, the Manager evaluates such factors as economic and business
conditions involving the issuer, future earnings growth potential of the issuer,
potential for price appreciation of the underlying equity, the value of
individual securities relative to other investment alternatives, trends in the
determinants of corporate profits and capability of management. In evaluating a
convertible security, the Manager gives emphasis to the attractiveness of the
underlying common stock and the capital appreciation opportunities that the
convertible bonds present. Convertible securities can be callable or redeemable
at the issuer's discretion, in which case the Manager would be forced to seek
alternative investments. The Portfolio may invest in debt securities convertible
into equity securities rated as low as CC by S&P or Ca by Moody's. Debt
securities rated below investment grade (frequently referred to as "junk bonds")
often have speculative characteristics and will be subject to greater market
fluctuations and risk of loss of income and principal than higher-rated
securities. A description of credit ratings and risks associated with
lower-rated debt securities is set forth in the Appendix to this Prospectus. The
Manager does not rely on the ratings of these securities in making investment
decisions but performs its own analysis, based on the factors described above,
in light of the Portfolio's investment objectives.

The Portfolio does not expect to invest more than 5% of its assets in
non-convertible bonds, notes and debentures ("bonds") rated below BBB by S&P or
Baa by Moody's. Although bonds rated in the fourth credit rating category (BBB
or Baa) are commonly referred to as investment grade, they may have speculative

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characteristics. The Appendix to this Prospectus contains a description of
credit ratings and the risks associated with lower-rated debt securities, which
tend to be more speculative and riskier than higher-rated debt securities.

The following table sets forth the weighted average ratings of the
Portfolio invested in debt securities, including convertible bonds, for the year
ended December 31, 1993. The balance of the Portfolio is invested in equity
securities. When securities received different ratings from S&P and Moody's, the
table reflects the higher rating.

AAA/Aaa ................ --
AA/Aa ..................0.4%
A/A ....................4.2%
BBB/Baa ...............20.9%
BB/Ba ..................8.3%
B/B ...................21.6%
CCC/Caa ............... --
CC/Ca .................. --
Unrated ................5.9%

OTHER INVESTMENT POLICIES

The Fund's Portfolios may invest for either the long or short term in their
efforts to attain their objectives, and changes in investments may be made
whenever considered advisable by the Manager or, in the case of the Seligman
Henderson Global Smaller Companies Portfolio and the Seligman Henderson Global
Portfolio, the Subadviser. Except as otherwise noted, each of the Portfolios may
engage in transactions involving the types of securities and investment
strategies described below. Further information about these strategies is
included in the Fund's Statement of Additional Information.

REPURCHASE AGREEMENTS. Each Portfolio may hold cash or cash equivalents and
may enter into repurchase agreements with respect to securities; normally
repurchase agreements relate to money market obligations backed by the full
faith and credit of the U.S. Government. Repurchase agreements are transactions
in which an investor (e.g., any of the Fund's Portfolios) purchases a security
from a bank, recognized securities dealer, or other financial institution and
simultaneously commits to resell that security to such institution at an agreed
upon price, date and market rate of interest unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement thus involves the
obligation of the bank or securities dealer to pay the agreed upon price on the
date agreed to, which obligation is in effect secured by the value of the
underlying security held by the Portfolio. 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, decline in value of the underlying securities and loss of
interest. Although repurchase agreements carry certain risks not associated with
direct investments in securities, each Portfolio intends to enter into
repurchase agreements only with financial institutions believed to present
minimum credit risks in accordance with guidelines established by the Fund's
Board of Directors. The creditworthiness of such institutions will be reviewed
and monitored under the general supervision of the Board of Directors. The
Portfolios will invest only in repurchase agreements collateralized in an amount
at least equal at all times to the purchase price plus accrued interest.
Repurchase agreements usually are for short periods, such as one week or less,
but may be for longer periods. No Portfolio will enter into a repurchase
agreement with a maturity of more than seven days if, as a result, more than 15%
of the value of its net assets would then be invested in such repurchase
agreements and other illiquid investments.

ILLIQUID SECURITIES. Other than the Seligman Cash Management Portfolio,
each Portfolio may invest up to 15% of its net assets in illiquid securities,
including restricted securities (i.e., securities not readily marketable without
registration under the Securities Act of 1933 (the "1933 Act")) and other
securities that are not readily marketable. Each Portfolio, other than the
Seligman Cash Management Portfolio, may purchase restricted securities that can
be offered and sold to "qualified institutional buyers" under Rule 144A of the
1933 Act, and the Fund's Board of Directors may determine, when appropriate,
that specific Rule 144A securities are liquid and not subject to the 15%
limitation on illiquid securities. Should the Board of Directors make this
determination, it will carefully monitor the security (focusing on such factors,
among others, as trading activity and availability of information) to determine
that the Rule 144A security continues to be liquid. It is not possible to

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<PAGE>
predict with assurance exactly how the market for restricted securities offered
and sold under Rule 144A will develop. This investment practice could have the
effect of increasing the level of illiquidity in a Portfolio to the extent that
qualified institutional buyers become for a time uninterested in purchasing Rule
144A securities.

SHORT SALES. The Seligman Henderson Global Smaller Companies Portfolio may
sell securities short "against-the-box." A short sale "against-the-box" is a
short sale in which the Portfolio owns an equal amount of the securities sold
short or securities convertible into or exchangeable without payment of further
consideration for securities of the same issue as, and equal in amount to, the
securities sold short.

FOREIGN SECURITIES. Each of the Fund's Portfolios may invest in commercial
paper and certificates of deposit issued by foreign banks and may invest
directly or through ADRs or ADSs in other securities of foreign issuers. Foreign
investments may be affected favorably or unfavorably by changes in currency
rates and exchange control regulations. There may be less information available
about a foreign company than about a U.S. company and foreign companies may not
be subject to reporting standards and requirements comparable to those
applicable to U.S. companies. Foreign securities may not be as liquid as U.S.
securities. Securities of foreign companies may involve greater market risk than
securities of U.S. companies, and foreign brokerage commissions and custody fees
are generally higher than in the U.S. Investments in foreign securities may also
be subject to local economic or political risks, political instability and
possible nationalization of issuers. A Portfolio may invest up to 10% of its
total assets in foreign securities (except the Seligman Henderson Global Smaller
Companies Portfolio and the Seligman Henderson Global Portfolio, which may
invest up to 100% of their total assets in foreign securities), except that this
10% limit does not apply to foreign securities held through ADRs or ADSs or to
commercial paper and certificates of deposit issued by foreign banks.

LENDING OF PORTFOLIO SECURITIES AND BORROWING. Other than the Seligman Cash
Management Portfolio, each of the Fund's Portfolios may lend portfolio
securities to banks or other institutional borrowers. The Fund's Portfolios will
not lend portfolio securities to any institutions affiliated with the Fund. The
borrower must maintain with the Fund's custodian bank cash or equivalent
collateral equal to at least 100% of the market value of the securities loaned.
During the time portfolio securities are on loan, the borrower is required to
pay an amount equal to any dividends or interest paid on the securities to the
lending Portfolio. In addition, the lending Portfolio may invest the cash
collateral and earn additional income or may receive an agreed upon amount of
interest income from the borrower.

Except as noted below, a Portfolio may not borrow money except from banks
for temporary purposes (but not for the purpose of purchasing portfolio
securities) in an amount not to exceed 10% of the value of the total assets of
that Portfolio. In addition, the Seligman Frontier Portfolio and the Seligman
High-Yield Bond Portfolio will not purchase additional portfolio securities if
that Portfolio has outstanding borrowings in excess of 5% of the value of its
total assets.

The Seligman Capital Portfolio, the Seligman Common Stock Portfolio and the
Seligman Communications and Information Portfolio may from time to time borrow
money in order to purchase securities. Borrowings may be made only from banks
and each of these Portfolios may not borrow in excess of one-third of the market
value of its assets, less liabilities other than such borrowing, or pledge more
than 10% of its total assets, taken at cost, to secure the borrowing. Current
asset value coverage of three times any amount borrowed by the respective
Portfolio is required at all times. Borrowed money creates an opportunity for
greater capital appreciation, but at the same time increases exposure to capital
risk. The net cost of any money borrowed would be an expense that otherwise
would not be incurred, and this expense will reduce the Portfolio's net
investment income in any given period. Any gain in the value of securities
purchased with money borrowed to an amount in excess of amounts borrowed plus
interest would cause the net asset value of the Portfolio's shares to increase
more than otherwise would be the case. Conversely, any decline in the value of
securities purchased to an amount below the amount borrowed plus interest would
cause the net asset value to decrease more than would otherwise be the case.

The Seligman Henderson Global Smaller Companies Portfolio and the Seligman
Henderson Global Portfolio may from time to time borrow money for temporary,
extraordinary or emergency purposes and may invest the funds in additional

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<PAGE>
securities. Borrowings for the purchase of securities will not exceed 5% of the
Portfolio's total assets and will be made at prevailing interest rates.

WHEN-ISSUED SECURITIES. The Seligman Fixed Income Securities Portfolio and
the Seligman High-Yield Bond Portfolio may purchase securities on a when-issued
basis. Settlement of such transactions (i.e., delivery of securities and payment
of purchase price) normally takes place within 45 days after the date of the
commitment to purchase. Although the Seligman High-Yield Bond Portfolio will
purchase a security on a when-issued basis only with the intention of actually
acquiring the securities, the Portfolio may sell these securities before the
purchase settlement date if it is deemed advisable.

At the time a Portfolio enters into such a commitment both payment and
interest terms will be established prior to settlement; there is a risk that
prevailing interest rates on the settlement date will be greater than the
interest rate terms established at the time the commitment was entered into.
When-issued securities are subject to changes in market value prior to
settlement based upon changes, real or anticipated, in the level of interest
rates or creditworthiness of the issuer. If a Portfolio remains substantially
fully invested at the same time that it has purchased securities on a
when-issued basis, the market value of that Portfolio's assets may fluctuate
more than otherwise would be the case. For this reason, accounts for each
Portfolio will be established with the Fund's custodian consisting of cash
and/or liquid high-grade debt securities equal to the amount of each Portfolio's
when-issued commitment; these accounts will be valued each day and additional
cash and/or liquid high-grade debt securities will be added to an account in the
event that the current value of the when-issued commitment increases. When the
time comes to pay for when-issued securities, a Portfolio will meet its
respective obligations from then available cash flow, sale of securities held in
the separate account, sale of other securities, or from the sale of the
when-issued securities themselves (which may have a value greater or less than a
Portfolio's payment obligations). Sale of securities to meet when-issued
commitments carries with it a greater potential for the realization of capital
gain or loss.

COVERED CALL OPTIONS. Global Portfolio and Global Smaller Companies
Portfolio may write (sell) covered call options on securities owned by the Fund.
Such options will be listed on national securities exchanges or may be
over-the-counter ("OTC") options.

As a writer of a call option, the Portfolio would receive a premium for
undertaking the obligation to sell the underlying security at a fixed price
during the option period, if the option was exercised. As long as the Portfolio
remained obligated as a writer of a call, it would forego the opportunity to
profit from increases in the market price of the underlying security above the
exercise price of the option, except insofar as the premium represents such a
profit. A Portfolio may also enter into "closing purchase transactions" in order
to terminate its obligation as a writer of a call option prior to the expiration
of the option. Although the writing of listed options would increase the
likelihood of a Portfolio being able to make closing transactions, there could
be no assurance that a Portfolio would be able to effect such transactions at
any particular time or at any acceptable price. The writing of call options
could result in increases in a Portfolio's turnover rate, especially during
periods when market prices of the underlying securities appreciate.

Call options may be purchased by a Portfolio to close out an option
previously sold or to seek capital appreciation. In the latter case, a Portfolio
may suffer a loss of any premium paid by it if the market value of the
underlying stock does not rise above the exercise price prior to the expiration
date of the option or if a Portfolio does not have sufficient funds to exercise
the option. The staff of the SEC has taken the position that purchased OTC
options and securities used to cover written OTC options are illiquid
securities. Therefore, a Portfolio will not purchase an OTC call option or write
a covered call option if as a result more than 15% of the value of its net
assets would be invested in OTC call options, in securities used to cover
written OTC options, and/or in other illiquid investments.

Each of the other Portfolios, except the Seligman Cash Management Portfolio
and the Seligman High-Yield Bond Portfolio, is authorized, solely for the
purpose of reducing investment risk, to engage in limited types of transactions
involving options, including stock index options (except that a Portfolio may
purchase options for the purpose described in the preceding paragraph), and
commodity futures contracts and options on such contracts; however, none of the
Portfolios (except the Global Smaller Companies Portfolio and the Global
Portfolio) presently intends to use these instruments. See Appendix A to the
Statement of Additional Information.

MANAGEMENT SERVICES

The Board of Directors provides broad supervision over the affairs of the
Fund. Pursuant to management agreements approved by the Board of Directors (the
"Management Agreements"), the Manager manages the investments of each Portfolio

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<PAGE>
and administers its business and other affairs. The address of the Manager is
100 Park Avenue, New York, New York 10017.

Mr. William C. Morris is Chairman and President of the Manager and Chairman
of the Board and Chief Executive Officer of the Fund. Mr. Morris owns a majority
of the outstanding voting securities of the Manager.

For its services under the Management Agreements, the Manager receives a
fee, calculated daily and payable monthly, at an annual rate of .40% of the
average daily net assets of the Seligman Capital Portfolio, the Seligman Cash
Management Portfolio, the Seligman Common Stock Portfolio, the Seligman Fixed
Income Securities Portfolio, and the Seligman Income Portfolio, at an annual
rate of .50% of the average daily net assets of the Seligman High-Yield Bond
Portfolio, and at an annual rate of .75% of the average daily net assets of the
Seligman Communications and Information Portfolio and the Seligman Frontier
Portfolio. During 1993, the Manager, at its discretion, waived all of its fee
from and reimbursed all expenses of the Seligman Cash Management Portfolio and
reimbursed certain expenses for the Seligman Capital, Seligman Fixed Income
Securities and Seligman Income Portfolios. Total expenses of each Portfolio for
the year ended December 31, 1993, as a percentage of the average net assets of
each Portfolio, were as follows: Seligman Capital Portfolio -- .71%; Seligman
Cash Management Portfolio -- 0%; Seligman Common Stock Portfolio -- .55%;
Seligman Fixed Income Securities Portfolio -- .74%; and Seligman Income
Portfolio -- .64%.

The Seligman Henderson Global Smaller Companies Portfolio and the Seligman
Henderson Global Portfolio each pay the Manager a management fee, calculated
daily and payable monthly, equal to an annual rate of 1.00% of the average daily
net assets of each Portfolio, of which .90% is paid to the Subadviser for the
services described below. This management fee is higher than that of the other
Portfolios of the Fund and of most investment companies but is comparable to
that of most global equity funds. For the period May 3, 1993 (commencement of
operations of the Seligman Henderson Global Portfolio) to December 31, 1993, the
Manager and Subadviser waived all of their respective management and subadvisory
fees and the Subadviser reimbursed certain expenses for the Portfolio. The total
annualized expenses paid by the Seligman Henderson Global Portfolio as a
percentage of average net assets was 1.20%.

The Manager voluntarily has agreed to waive its management fee and to
reimburse all expenses for the Seligman Cash Management Portfolio, and
voluntarily has agreed to reimburse annual expenses (other than the management
fee) that exceed .20% of average net assets for each of the Seligman Capital,
Seligman Common Stock, Seligman Communications and Information, Seligman Fixed
Income Securities, Seligman Frontier, Seligman High-Yield Bond and Seligman
Income Portfolios. There is no assurance that the Manager will continue this
policy in the future.

The Manager and the Subadviser voluntarily have agreed to waive a portion
of their respective management and subadvisory fees and the Subadviser
voluntarily has agreed to reimburse certain expenses for the Seligman Henderson
Global Smaller Companies Portfolio and the Seligman Henderson Global Portfolio
in the amount necessary to limit each Portfolio's expenses to an annualized rate
of 1.20% of average net assets. There is no assurance that the Manager and the
Subadviser will continue this policy in the future.

The Manager also serves as manager of sixteen other investment companies,
which, together with the Fund, make up the "Seligman Group." The aggregate
assets of the Seligman Group are approximately $6.6 billion. The Manager also
provides investment management or advice to individual and institutional
accounts having an aggregate value of approximately $3 billion.

The Fund bears all expenses of its organization, operations, and business
not specifically assumed or agreed to be paid by the Manager as provided in the
Management Agreements. In particular, but without limiting the generality of the
foregoing, the Fund pays brokerage commissions, custody expenses and expenses
relating to computation of the Fund's net asset value per share, including the
cost of any equipment or services used for obtaining price quotations; legal and
accounting fees and expenses; fees and expenses of registering the Fund under
the federal securities laws; taxes or governmental fees payable by or with
respect to the Fund to federal, state, or other governmental agencies, domestic
or foreign, including stamp or other transfer taxes; fees, dues, and other
expenses incurred in connection with the Fund's membership in any trade
association or other investment organization; and such nonrecurring expenses as
may arise, including litigation costs.

THE SUBADVISER. Seligman Henderson Co. serves as Subadviser to Seligman
Henderson Global Smaller Companies Portfolio and Seligman Henderson Global

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Portfolio pursuant to Subadvisory Agreements between the Manager and the
Subadviser (the "Subadvisory Agreements"). The Subadvisory Agreements provide
that the Subadviser will supervise and direct the Portfolios' international
investments in accordance with the Portfolios' investment objectives, policies
and restrictions. Seligman Henderson Co. was created to provide international
and global investment management services to institutional and individual
investors and investment companies in the U.S. The address of the Subadviser is
100 Park Avenue, New York, New York 10017.

PORTFOLIO MANAGERS. Loris D. Muzzatti, a Managing Director of the Manager,
serves as Vice President of the Fund and has been the Portfolio Manager of the
Seligman Capital Portfolio since December 1988. Mr. Muzzatti, who joined the
Manager in 1985, also manages a portion of the Manager's leading institutional
accounts. The Portfolio Manager's discussion of the Portfolio's performance, as
well as a line graph illustrating comparative performance information between
the Portfolio, the Standard & Poor's 500 Composite Stock Price Index and the
Lipper Capital Appreciation Fund Average, is included in the Fund's 1993 Annual
Report to Shareholders.

Charles C. Smith, Jr., a Managing Director of the Manager since January 1,
1994, serves as Vice President of the Fund and has been Portfolio Manager of the
Seligman Common Stock Portfolio and the Seligman Income Portfolio since December
1991. Mr. Smith, who joined the Manager in 1985 as Vice President, Investment
Officer and became Senior Vice President, Senior Investment Officer in 1992,
also manages Seligman Common Stock Fund, Inc. and Seligman Income Fund, Inc.
Stacey G. Navin, Vice President of the Manager, serves as Vice President of the
Fund and has been a Co-Portfolio Manager of the Seligman Common Stock Portfolio
and the Seligman Income Portfolio since December 1991. Ms. Navin, who joined the
Manager in 1986 and assumed her current responsibilities in 1988, also
co-manages Seligman Common Stock Fund, Inc. and Seligman Income Fund, Inc. The
Portfolio Manager's discussion of the Seligman Common Stock Portfolio's
performance, as well as a line graph illustrating comparative performance
information between the Seligman Common Stock Portfolio, the Standard & Poor's
500 Composite Stock Price Index and the Lipper Growth and Income Fund Average,
is included in the Fund's 1993 Annual Report to Shareholders. The Portfolio
Manager's discussion of the Seligman Income Portfolio's performance, as well as
a line graph illustrating comparative performance information between the
Seligman Income Portfolio, the Standard & Poor's 500 Composite Stock Price
Index, and the Lipper Income Fund Average, is included in the Fund's 1993 Annual
Report to Shareholders.

Paul H. Wick, a Managing Director of the Manager, serves as Vice President
of the Fund and is the Portfolio Manager of the Seligman Communications and
Information Portfolio and the Seligman Frontier Portfolio. Mr. Wick, who joined
the Manager in 1987, also manages Seligman Communications and Information Fund,
Inc. and Seligman Frontier Fund, Inc., and co-manages Seligman Henderson Global
Technology Fund, a series of Seligman Henderson Global Fund Series, Inc.

Leonard J. Lovito, a Vice President of the Manager, serves as Vice
President of the Fund and has been Portfolio Manager of the Seligman Fixed
Income Securities Portfolio since January 1, 1994 and of the Seligman Cash
Management Portfolio since January 1, 1995. Mr. Lovito, who joined the Manager
in 1984, manages the Seligman U.S. Government Securities Series of Seligman High
Income Fund Series. The Portfolio Manager's discussion of the Seligman Fixed
Income Securities Portfolio's performance, as well as a line graph illustrating
comparative performance information between the Seligman Fixed Income Securities
Portfolio, the Standard & Poor's 500 Composite Stock Price Index, and the Lipper
Fixed Income Fund Average, is included in the Fund's 1993 Annual Report to
Shareholders.

Daniel J. Charleston, a Vice President of the Manager, serves as a Vice
President of the Fund and is the Portfolio Manager of the Seligman High-Yield
Bond Portfolio. Mr. Charleston, who joined the Manager in 1987, has also managed
the Seligman High-Yield Bond Series of Seligman High Income Fund Series since
1989.
The Subadviser's International Strategy Group & Portfolio Transactions
Committee has overall responsibility for directing and overseeing all aspects of
investment activity for the Seligman Henderson Global Smaller Companies
Portfolio and the Seligman Henderson Global Portfolio. The Committee provides
international investment policy, including country weightings, asset allocations
and industry sector guidelines, as appropriate. The selection of individual
securities for purchase or sale is the principal responsibility of the
Committee. Mr. Iain C. Clark, a Managing Director of the Subadviser and the
Chief Investment Officer of the Committee, is responsible for the day-to-day
investment activity of the Seligman Henderson Global Smaller Companies Portfolio
and the Seligman Henderson Global Portfolio. Mr. Clark, who joined the
Subadviser in 1992, has been a Director of Henderson Administration Group plc
and Henderson International, Ltd. and Secretary, Treasurer and Vice President of
Henderson International, Inc. since 1985. Mr. Clark's discussion of the Seligman
Henderson Global Portfolio's performance, as well as a line graph illustrating

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comparative performance information between the Seligman Henderson Global
Portfolio and the MSCI World Index, is included in the Fund's 1993 Annual Report
to Shareholders.

Copies of the Fund's 1993 Annual Report and June 30, 1994 Mid-Year Report
to Shareholders may be obtained, without charge, by calling or writing the Fund
at the telephone numbers or address listed on the front page of this Prospectus.

PORTFOLIO TRANSACTIONS, PORTFOLIO TURNOVER AND VALUATION

PORTFOLIO TRANSACTIONS. In directing transactions involving exchange-listed
securities, the Manager (or in the case of the Seligman Henderson Global Smaller
Companies Portfolio and the Seligman Henderson Global Portfolio, the Manager or
the Subadviser) will seek the most favorable price and execution, and consistent
with that policy may give consideration to the research, statistical, and other
services furnished by brokers or dealers to the Manager or the Subadviser for
its use. In addition, the Manager and Subadviser are 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 a Portfolio than the use of brokers selected solely
on the basis of seeking the most favorable price and execution although such
research and analysis received may be useful to the Manager or the Subadviser in
connection with their services to other clients as well as to the Portfolios.
Portfolio transactions for the Seligman Cash Management Portfolio, Seligman
Fixed Income Securities Portfolio and Seligman High-Yield Bond Portfolio, which
invest in debt securities generally traded in the over-the-counter market, and
transactions by any of the other Portfolios in debt securities traded on a
"principal basis" in the over-the-counter market are normally directed by the
Manager or the Subadviser to dealers in the over-the-counter market, which
dealers generally act as principals for their own accounts.

Consistent with the rules of the National Association of Securities
Dealers, Inc. and subject to seeking the most favorable price and execution
available and such other policies as the Directors may determine, the Manager or
Subadviser may consider sales of the variable contracts which are funded though
CLVA-2, CLVA-3, Canada Life Separate Accounts (collectively, "Canada Life
Accounts") and, if permitted by applicable laws, of the other Funds in the
Seligman Group as a factor in the selection of brokers or dealers to execute
portfolio transactions for the Fund.

PORTFOLIO TURNOVER. A change in securities held by any Portfolio is known
as "portfolio turnover" and may involve the payment by the Fund of dealer
spreads or underwriting commissions and other transactions costs on the sale of
securities as well as on the reinvestment of the proceeds in other securities.
Changes will be made whenever the Manager or, in the case of the Seligman
Henderson Global Smaller Companies Portfolio and the Seligman Henderson Global
Portfolio, the Subadviser, believes such changes will strengthen any Portfolio's
position. Portfolio turnover will vary from year to year as well as within a
year and may exceed 100%.

VALUATION. The net asset value of the shares of each Portfolio will be
computed each day, Monday through Friday, as of the close of the New York Stock
Exchange (currently 4:00 p.m., New York City time), on days the New York Stock
Exchange is open for trading. Securities of each Portfolio (except Seligman Cash
Management Portfolio) are valued at current market value, or in the absence
thereof, at fair value in accordance with procedures approved by the Board of
Directors. Short-term holdings which mature in more than 60 days are valued at
current market value. Short-term holdings which mature in 60 days or less are
generally valued at amortized cost. For purposes of determining the net asset
value per share of the Seligman Henderson Global Smaller Companies Portfolio and
the Seligman Henderson Global Portfolio, all assets and liabilities initially
expressed in foreign currencies will be converted into U.S. dollars at the mean
between the bid and offer prices of such currencies against U.S. dollars quoted
by a major bank that is a regular participant in the foreign exchange market or
on the basis of a pricing service that takes into account the quotes provided by
a number of such major banks.

Securities held by the Seligman Cash Management Portfolio are valued using
the amortized cost method. This method is designed to stabilize the net asset
value of that Portfolio at $1.00 per share. The Board of Directors will monitor
closely the stabilization of the net asset value at $1.00 per share and has
adopted procedures to facilitate such stabilization. More information regarding
this method of valuation is contained in the Statement of Additional
Information.

P-20

<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Portfolio of the Fund intends to qualify as a "regulated investment
company" under certain provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). Under such provisions, the Fund's Portfolios will be
subject to federal income tax only with respect to undistributed net investment
income and net realized capital gain. Each of the Fund's Portfolios will be
treated as a separate entity. Dividends on the Seligman Cash Management
Portfolio will be declared daily and reinvested monthly in additional full and
fractional shares of the Seligman Cash Management Portfolio; it is not expected
that this Portfolio will realize capital gains. Dividends and capital gain
distributions from each of the other Portfolios will be declared and paid
annually and will be reinvested at the net asset value of such shares of the
Portfolio that declared such dividend or gain distribution. Dividend and gain
distributions are generally not currently taxable to owners of the CLVA-2,
CLVA-3 or VCA-9 Contracts; further information regarding the tax consequences of
an investment in the Fund is contained in the separate prospectus or disclosure
documents of the Canada Life Accounts and VCA-9.

PURCHASES AND REDEMPTIONS

Shares of the Portfolios will be offered only to Canada Life Accounts and
VCA-9. Shares of the Fund will be purchased and redeemed by Canada Life Accounts
and VCA-9 at net asset value, without charge. However, the Canada Life Accounts
and VCA-9 Contracts are sold subject to certain fees and charges. These fees and
charges for the Canada Life Accounts and VCA-9 Contracts are more fully
described in the prospectuses or disclosure documents for Canada Life Accounts
and VCA-9 which should be read together with this Prospectus, as applicable.
Purchase or redemption requests received by the Fund prior to 4:00 p.m., New
York City time are effected at the applicable Portfolio's net asset value per
share calculated on the date such purchase or redemption requests are received.

Any inquiries regarding the Fund should be directed in writing to Seligman
Financial Services, Inc., 100 Park Avenue, New York, New York 10017, or by
calling the telephone numbers listed on the front page of the Prospectus.
Seligman Financial Services, Inc. is an affiliate of the Manager and distributor
of the contracts funded through the Canada Life Accounts.

CUSTODIANS AND TRANSFER AGENT

Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City,
Missouri 64105, acts as Custodian of the Fund's assets, except for the assets of
the Seligman Henderson Global Emerging Companies Portfolio and the Seligman
Henderson Global Portfolio, as well as transfer and dividend disbursing agent.

Morgan Stanley Trust Company, One Pierrepont Plaza, Brooklyn, New York
11201, acts as Custodian of the assets of the Seligman Henderson Global Smaller
Companies Portfolio and the Seligman Henderson Global Portfolio.

ORGANIZATION AND CAPITALIZATION

The Fund is an open-end diversified series management investment company
incorporated under the laws of the state of Maryland on June 24, 1987 under the
name Seligman Mutual Benefit Portfolios, Inc. The Fund's name was changed to
Seligman Portfolios, Inc. on April 15, 1993. Directors of the Fund have
authority to issue a total of 1,000,000,000 shares, each with a par value of
$.001. The Fund presently has ten separate series of common stock, each of which
maintains a separate investment portfolio, designated as follows: Seligman
Capital Portfolio; Seligman Cash Management Portfolio; Seligman Common Stock
Portfolio; Seligman Communications and Information Portfolio; Seligman Fixed
Income Securities Portfolio; Seligman Frontier Portfolio; Seligman Henderson
Global Smaller Companies Portfolio; Seligman Henderson Global Portfolio;
Seligman High-Yield Bond Portfolio; and Seligman Income Portfolio. Each share
represents an equal proportionate interest in the respective series and shares
entitle their holders to one vote per share. Shares have noncumulative voting
rights, do not have preemptive or subscription rights, are transferable and are
fully paid and non-assessable. In accordance with current policy of the SEC,
holders of the Canada Life Accounts and VCA-9 Contracts have the right to
instruct Canada Life and Mutual Benefit Life, respectively, as to voting Fund
shares held by such Canada Life Accounts and VCA-9, respectively, on all matters
to be voted on by Fund shareholders. Such rights may change in accordance with
changes in policies of the SEC. Voting rights of the participants in the Canada

P-21

Life Accounts and VCA-9 are more fully set forth in the prospectus or disclosure
document relating to that account, as applicable, which should be read together
with this Prospectus. The Directors of the Fund have authority to create
additional portfolios and to classify and reclassify shares of capital stock
without further action by shareholders and additional series may be created in
the future. Under Maryland corporate law, the Fund is not required to hold
annual meetings and it is the intention of the Fund's Directors not to do so.
However, special meetings of shareholders will be held for action by
shareholders as may be required by the 1940 Act, the Fund's Articles of
Incorporation and By-Laws, or Maryland corporate law.

P-22

<PAGE>

APPENDIX

MOODY'S INVESTORS SERVICE (MOODY'S)

DEBT SECURITIES
AAA: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk. Interest payments are protected by
a large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.
AA: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
BAA: Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be characteristically lacking or may be unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact may have speculative characteristics as well.
BA: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
CAA: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
CA: Bonds which are rated Ca represent obligations which are speculative in
high degree. Such issues are often in default or have other marked shortcomings.
C: Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
Moody's applies numerical modifiers (1, 2 and 3) in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; modifier 2 indicates a mid-range ranking; and modifier 3
indicates that the issuer ranks in the lower end of its generic rating category.

COMMERCIAL PAPER

Moody's Commercial Paper Ratings are opinions of the ability of issuers to
repay punctually promissory senior debt obligations not having an original
maturity in excess of one year. Issuers rated "Prime-1" or "P-1" indicates the
highest quality repayment ability of the rated issue.
The designation "Prime-2" or "P-2" indicates that the issuer has a strong
ability for repayment of senior short-term promissory obligations. Earnings
trends and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternative liquidity is maintained.
The designation "Prime-3" or "P-3" indicates that the issuer has an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and may require relatively high
financial leverage.
Adequate alternate liquidity is maintained.
Issues rated "Not Prime" do not fall within any of the Prime rating
categories.
P-23
<PAGE>

STANDARD & POOR'S CORPORATION ("S&P")

DEBT SECURITIES

AAA: Debt issues rated AAA are highest grade obligations. Capacity to pay
interest and repay principal is extremely strong.

AA: Debt issues rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small degree.

A: Debt issues rated A are regarded as upper medium grade. They have a
strong capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

BBB: Debt issues rated BBB are regarded as having an adequate capacity to
pay interest and re-pay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and re-pay principal
for bonds in this category than for bonds in higher rated categories.

BB, B, CCC, CC: Debt issues rated BB, B, CCC and CC are regarded on
balance, as predominantly speculative with respect to capacity to pay interest
and pre-pay principal in accordance with the terms of the bond. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposure to adverse
conditions.

C: The rating C is reserved for income bonds on which no interest is being
paid.

D: Debt issues rated D are in default, and payment of interest and/or
repayment of principal is in arrears.

NR: Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that S&P does not rate a particular
type of bond as a matter of policy.

COMMERCIAL PAPER

S&P Commercial Paper ratings are current assessments of the likelihood of
timely payment of debts having an original maturity of no more than 365 days.

A-1: The A-1 designation indicates that the degree of safety regarding
timely payment is very strong.

A 2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."

A-3: Issues carrying this designation have adequate capacity for timely
payment. They are, however more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.

B: Issues rated B" are regarded as having only a speculative capacity for
timely payment.

C: This rating is assigned to short-term debt obligations with a doubtful
capacity of payment.

D: Debt rated "D is in payment default.

The ratings assigned by S&P may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within its major rating categories.

P-24

<PAGE>
1

STATEMENT OF ADDITIONAL INFORMATION
May ___, 1995
SELIGMAN PORTFOLIOS, INC.

100 Park Avenue
New York, New York 10017
800-221-7844 - all continental United States, except New York
212-850-1864 - New York State
800-221-2783 - Marketing Services

This Statement of Additional Information expands upon and
supplements the information contained in the current
Prospectus of Seligman Portfolios, Inc. (the "Fund"), dated
May ___, 1995. It should be read in conjunction with the
Prospectus, which may be obtained by contacting the Fund at
the telephone numbers or address set forth above. This
Statement of Additional Information, although not in itself a
Prospectus, is incorporated by reference into the Prospectus
in its entirety.

TABLE OF CONTENTS

INVESTMENT POLICIES AND RESTRICTIONS . . . . . 2
DIRECTORS AND OFFICERS . . . . . . . . . . . . 10
MANAGEMENT AND EXPENSES . . . . . . . . . . . 14
PORTFOLIO TRANSACTIONS, VALUATION AND
REDEMPTION . . . . . . . . . . . . . . . . . . 16
CUSTODIANS AND INDEPENDENT AUDITORS . . . . . 18
FINANCIAL STATEMENTS . . . . . . . . . . . . . 20
APPENDIX A . . . . . . . . . . . . . . . . . . 21
APPENDIX B . . . . . . . . . . . . . . . . . . 24
APPENDIX C . . . . . . . . . . . . . . . . . . 25

<PAGE>
2

INVESTMENT POLICIES AND RESTRICTIONS

The Prospectus discusses the investment objectives of each
of the Fund's Portfolios and the policies it employs to
achieve those objectives. The following information regarding
the Fund's investment policies supplements the information
contained in the Prospectus.

Lending of Portfolio Securities

Certain of the Fund's Portfolios may lend portfolio
securities to certain institutional borrowers of securities
and may invest the cash collateral and obtain additional
income or receive an agreed-upon amount of interest from the
borrower. Loans made will generally be short-term and are
subject to termination at the option of the Fund or the bor-
rower. The lending Portfolio may pay reasonable
administrative and custodial fees in connection with a loan
and may pay a negotiated portion of the interest earned on the
cash or equivalent collateral to the borrower or placing
broker. The lending Portfolio does not have the right to vote
securities during the period of the loan, but would terminate
the loan and regain the right to vote if that were considered
important with respect to the investment.

Repurchase Agreements

Each of the Portfolios may enter into repurchase agreements
with commercial banks and with broker/dealers to invest cash
for the short term. A repurchase agreement is an agreement
under which a Portfolio acquires a money market instrument,
generally a U.S. Government obligation, subject to resale at
an agreed-upon price and date. Such resale price reflects an
agreed-upon interest rate effective for the period of time the
instrument is held by a Portfolio and is unrelated to the
interest rate on the instrument.

Each of the Portfolios has the right to sell securities
subject to repurchase agreements but would be required to
deliver identical securities upon maturity of the repurchase
agreement unless the seller failed to pay the repurchase
price. It is not anticipated that securities subject to
repurchase agreements will be sold except in the case of
default on the obligation to repurchase. To the extent that
the proceeds from any sale upon a default in the obligation to
repurchase were less than the repurchase price, a Portfolio
would suffer a loss. In addition, the law is unsettled
regarding the rights of a Portfolio if the financial
institution that is party to the repurchase agreement
petitions for bankruptcy or otherwise becomes subject to the
United States Bankruptcy Code. As a result, under these
extreme circumstances, there may be restrictions on the
ability to sell the collateral, and losses could be incurred.

Illiquid Securities

Other than the Seligman Cash Management Portfolio, each
Portfolio of the Fund may invest up to 15% of its net assets
in illiquid securities, including restricted securities (i.e.,
securities subject to restrictions on resale because they have
not been registered under the Securities Act of 1933 (the

"1933 Act")) and other securities that are not readily
marketable.

Options and Futures Strategies

The Seligman Henderson Global Smaller Companies Portfolio or
the Seligman Henderson Global Portfolio may seek to increase
the current return of its portfolio by writing covered call or
put options. In addition, through the writing and purchase of
options and the purchase and sale of U.S. and certain foreign
stock index futures contracts, interest rate futures
contracts, foreign currency futures contracts and related
options on such futures contracts, a Portfolio may at times
seek to hedge against a decline in the value of securities
included in its portfolio or an increase in the price of
securities which it plans to purchase. Expenses and losses
incurred as a result of such hedging strategies will reduce a
Portfolio's current return. A Portfolio's investment in
foreign stock index futures contracts and foreign interest
rate futures contracts, and related options on such futures
contracts, are limited to those contracts and related options
which have been approved by the Commodity Futures Trading
Commission ("CFTC") for investment by U.S. investors.
Additionally, a Portfolio will not invest in foreign options
unless such options are specifically authorized for investment
by order of the CFTC or meet the definition of "trade option"
as set forth in CFTC Rule 32.4.

<PAGE>
3

The ability of the Seligman Henderson Global Smaller
Companies Portfolio or the Seligman Henderson Global Portfolio
to engage in the options and futures strategies described
below will depend on the availability of liquid markets in
such instruments. Some of the markets in options and futures
with respect to stock indices, U.S. Government and foreign
government securities and foreign currencies are relatively
new and still developing. It is impossible to predict the
amount of trading interest that may exist in various types of
options or futures. Therefore, no assurance can be given that
a Portfolio will be able to utilize these instruments
effectively for the purposes stated below. Furthermore, a
Portfolio's ability to engage in options and futures
transactions may be limited by tax considerations. Although a
Portfolio will only engage in options and futures transactions
for limited purposes, these activities will involve certain
risks which are described below under "Risk Factors In Options
and Futures Transactions." A Portfolio will not engage in
options and futures transactions for leveraging purposes.

Writing Covered Options on Securities. When appropriate in
light of its objective and subject to their availability, the
Seligman Henderson Global Smaller Companies Portfolio or the
Seligman Henderson Global Portfolio may write covered call and
put options on the types of securities in which it is
permitted to invest. Call options written by a Portfolio give
the holder the right to buy the underlying securities from the
Portfolio at a stated exercise price; put options give the
holder the right to sell the underlying security to the
Portfolio at a stated price.

Each Portfolio may write only covered options; so long as
the Portfolio is obligated as the writer of a call option, it
will own the underlying securities subject to the option (or
comparable securities satisfying the cover requirements of
applicable securities exchanges). In the case of put options,
a Portfolio will maintain cash and/or high-grade debt
obligations with a value equal to or greater than the exercise
price of the underlying securities in a segregated account. A
Portfolio may also write combinations of covered puts and
calls on the same underlying security.

The premium received from writing a put or call option
increases a Portfolio's return in the event the option expires
unexercised or is closed out at a profit. The amount of the
premium will reflect, among other things, the relationship of
the market price of the underlying security to the exercise
price of the option, the term of the option and the volatility
of the market price of the underlying security. By writing a
call option, a Portfolio limits its opportunity to profit from
any increase in the market value of the underlying security
above the exercise price of the option. By writing a put
option, the Portfolio assumes the risk that it may be required
to purchase the underlying security for an exercise price
higher than its then-current market value, resulting in a
potential capital loss if the purchase price exceeds the
market value plus the amount of the premium received, unless
the security subsequently appreciates in value.

Each Portfolio may terminate an option that it has written
prior to its expiration by entering into a closing purchase
transaction in which it purchases an option having the same
terms as the option written. A Portfolio will realize a
profit or loss from the transaction if the cost of the
transaction is less or more than the premium received from the
writing of the option. In the case of a put option, any loss
so incurred may be partially or entirely offset by the premium
received from a simultaneous or subsequent sale of a different
put option. Because increases in the market price of a call
option will generally reflect increases in the market price of
the underlying security, any loss resulting from the
repurchase of a call option is likely to be offset in whole or
in part by unrealized appreciation of the underlying security
owned by the Portfolio.

Purchasing Put and Call Options on Securities. The Seligman
Henderson Global Smaller Companies Portfolio or the Seligman
Henderson Global Portfolio may purchase put options to protect
its portfolio holdings in an underlying security against a
decline in market value. This hedge protection is provided
during the life of the put option since the Portfolio, 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, a Portfolio will reduce any profit it might
otherwise have realized in the underlying security by the
premium paid for the put option and by transaction costs.

Each Portfolio may also purchase call options to hedge
against an increase in prices of securities that it ultimately
intends to purchase. Such hedge protection is provided during
the life of the call option since the Portfolio, as holder of
the call option, is able to buy the underlying security at the
exercise price regardless of any increase in the underlying

<PAGE>
4

security's market price. In order for a call option to be
profitable, the market price of the underlying security must
rise sufficiently above the exercise price to cover the
premium and transaction costs. By using call options in this
manner, the Portfolio will reduce any profit it might have
realized had it bought the underlying security at the time it
purchased the call option by the premium paid for the call
option and by transaction costs.

Purchase and Sale of Options and Futures on Stock Indices.
The Seligman Henderson Global Smaller Companies Portfolio or
the Seligman Henderson Global Portfolio may purchase and sell
options on stock indices and stock index futures as a hedge
against movements in the equity markets.

Options on stock indices are similar to options on specific
securities except that, rather than the right to take or make
delivery of a specific security at a specific price, an option
on a stock index gives the holder the right to receive, upon
exercise, an amount of cash if the closing level of that stock
index is greater than, in the case of a call, or less than, in
the case of a put, the exercise price of the option. The
amount of cash is equal to the difference between the closing
price of the index and the exercise price of the option
expressed in dollars multiplied by a specified multiple. The
writer of the option is obligated, in return for the premium
received, to make delivery of this amount. Unlike options on
specific securities, all settlements of options on stock
indices are in cash and gain or loss depends on general
movements in the stocks included in the index rather than
price movements in particular stocks. A stock index futures
contract is an agreement in which one party agrees to deliver
to the other an amount of cash equal to a specific amount
multiplied by the difference between the value of a specific
stock index at the close of the last trading day of the
contract and the price at which the agreement is made. No
physical delivery of securities is made.

If the Subadviser expects general stock market prices to
rise, it might purchase a call option on a stock index or a
futures contract on that index as a hedge against an increase
in prices of particular equity securities it ultimately wants
to buy. If the stock rises, the price of the particular
equity securities intended to be purchased may also increase,
but that increase would be offset in part by the increase in
the value of a Portfolio's index option or futures contract
resulting from the increase in the index. If, on the other
hand, the Subadviser expects general stock market prices to
decline, it might purchase a put option or sell a futures
contract on the index. If that index declines, the value of
some or all of the equity securities in the Portfolio's
portfolio may also be expected to decline, but that decrease
would be offset in part by the increase in the value of the
Portfolio's position in the put option or futures contract.

Purchase and Sale of Interest Rate Futures. The Seligman
Henderson Global Smaller Companies Portfolio or the Seligman
Henderson Global Portfolio may purchase and sell interest rate
futures contracts on U.S. Government and foreign government
securities including debt securities of the United States
Government and the governments and central banks of France,
Germany, Denmark and Japan for the purpose of hedging fixed
income and interest rate-sensitive securities against the
adverse effects of anticipated movements in interest rates.

The Portfolio may sell interest rate futures contracts in
anticipation of an increase in the general level of interest
rates. Generally, as interest rates rise, the market value of
the fixed income securities held by a Portfolio will fall,
thus reducing the net asset value of the Portfolio. The
interest rate risk can be reduced without hedging with futures
by selling long-term fixed income securities and either
reinvesting the proceeds in securities with shorter maturities
or by holding assets in cash. This strategy, however, entails
increased transaction costs to the Portfolio in the form of
dealer spreads and brokerage commissions.

The sale of interest rate futures contracts provides an
alternative means of hedging against rising interest rates.
As rates increase, the value of a Portfolio's short position
in the futures contract will also tend to increase, thus
offsetting all or a portion of the depreciation in the market
value of the Portfolio's investments which are being hedged.
While a Portfolio will incur commission expenses in selling
and closing out futures positions (which is done by taking an
opposite position which operates to terminate the position in
the futures contract), commissions on futures transactions are
lower than transaction costs incurred in the purchase and sale
of portfolio securities.

Options on Stock Index Futures Contracts and Interest Rate
Futures Contracts. The Seligman Henderson Global Smaller
Companies Portfolio or the Seligman Henderson Global Portfolio
may purchase and write call and put options on stock index and
interest rate futures contracts. A Portfolio may use these
options on futures contracts in connection

<PAGE>
5

with its hedging strategies in lieu of purchasing and writing
options directly on the underlying securities or stock indices
or purchasing and selling the underlying futures. For
example, the Portfolio may purchase put options or write call
options on stock index futures or interest rate futures,
rather than selling futures contracts, in anticipation of a
decline in general stock market prices or a rise in interest
rates, respectively, or purchase call options or write put
options on stock index or interest rate futures, rather than
purchasing such futures, to hedge against possible increases
in the price of equity securities or debt securities,
respectively, which the Portfolio intends to purchase.

Purchase and Sale of Currency Futures Contracts and Related
Options. In order to hedge its portfolio and to protect it
against possible variations in foreign exchange rates pending
the settlement of securities transactions, the Seligman
Henderson Global Smaller Companies Portfolio or the Seligman
Henderson Global Portfolio may buy or sell foreign currencies
or may deal in forward currency contracts. A Portfolio may
also invest in currency futures contracts and related options.
If a fall in exchange rates for a particular currency is
anticipated, the Portfolio may sell a currency futures
contract or a call option thereon or purchase a put option on
such futures contract as a hedge. If rising exchange rates
are anticipated, the Portfolio may purchase a currency futures
contract or a call option thereon or sell (write) a put option
to protect against an increase in the price of securities
denominated in a particular currency the Portfolio intends to
purchase. These futures contracts and related options thereon
will be used only as a hedge against anticipated currency rate
changes, and all options on currency futures written by the
Portfolio will be covered.

Sale of a currency futures contract creates an obligation by
the Portfolio, as seller, to deliver the amount of currency
called for in the contract at a specified future time for a
special price. Purchase of a currency futures contract cre-
ates an obligation by the Portfolio, as purchaser, to take
delivery of an amount of currency at a specified future time
at a specified price. Although the terms of currency futures
contracts specify actual delivery or receipt, in most
instances the contracts are closed out before the settlement
date without the making or taking of delivery of the currency.
Currency futures contracts are closed out by entering into an
offsetting purchase or sale transaction. Unlike a currency
futures contract, which requires the parties to buy and sell
currency on a set date, an option on a currency futures
contract entitles its holder to decide on or before a future
date whether to enter into such a contract. If the holder
decides not to enter into the contract, the premium paid for
the option is fixed at the point of sale.

A Portfolio will write (sell) only covered put and call
options on currency futures. This means that the Portfolio
will provide for its obligations upon exercise of the option
by segregating sufficient cash and/or high-grade short-term
obligations or by holding an offsetting position in the option
or underlying currency future, or a combination of the
foregoing. So long as the Portfolio is obligated as the
writer of a call option on currency futures, it will own on a
contract-for-contract basis an equal long position in currency
futures with the same delivery date or a call option on stock
index futures with any difference between market value of the
call written and market value of the call or long currency fu-
tures purchased maintained by the Portfolio in cash and/or
high-grade short-term obligations in a segregated account with
its custodian. If at the close of business on any day the
market value of the call purchased by the Portfolio falls
below 100% of the market value of the call written by the
Portfolio, the Portfolio will so segregate an amount of cash
and/or high-grade short-term obligations equal in value to the
difference. Alternatively, the Portfolio may cover the call
option through segregating with the custodian an amount of the
particular foreign currency equal to the amount of foreign
currency per futures contract option times the number of
options written by the Portfolio. In the case of put options
on currency futures written by the Portfolio, the Portfolio
will hold the aggregate exercise price in cash and/or high-
grade short-term obligations in a segregated account with its
custodian, or own put options on currency futures or short
currency futures, with the difference, if any, between the
market value of the put written and the market value of the
puts purchased or the currency futures sold maintained by the
Portfolio in cash and/or high-grade short-term obligations in
a segregated account with its custodian. If at the close of
business on any day the market value of the put options
purchased or the currency futures sold by the Portfolio falls
below 100% of the market value of the put options written by
the Portfolio, the Portfolio will so segregate an amount of
cash and/or high-grade short-term obligations equal in value
to the difference.

If other methods of providing appropriate cover are
developed, each Portfolio reserves the right to employ them to
the extent consistent with applicable regulatory and exchange
requirements.

In connection with transactions in stock index options,
stock index futures, interest rate futures, foreign currency
futures and related options on such futures, a Portfolio will
be required to deposit as "initial margin" an amount of cash

<PAGE>
6

or short-term government securities equal to from 5% to 8% of
the contract amount. Thereafter, subsequent payments
(referred to as "variation margin") are made to and from the
broker to reflect changes in the value of the futures
contract.

Risk Factors in Options and Futures Transactions. The
effective use of options and futures strategies depends, among
other things, on the Seligman Henderson Global Smaller
Companies Portfolio's or the Seligman Henderson Global
Portfolio's ability to terminate options and futures positions
at times when the Subadviser deems it desirable to do so.
Although a Portfolio will not enter into an option or futures
position unless the Subadviser believes that a liquid
secondary market exists for such option or future, there is no
assurance that the Portfolio will be able to effect closing
transactions at any particular time or at an acceptable price.
Each Portfolio generally expects that its options and futures
transactions will be conducted on recognized U.S. and foreign
securities and commodity exchanges. In certain instances,
however, a Portfolio may purchase and sell options in the
over-the-counter market. A Portfolio's ability to terminate
option positions established in the over-the-counter market
may be more limited than in the case of exchange-traded
options and may also involve the risk that securities dealers
participating in such transactions would fail to meet their
obligations to the Portfolio.

In the use of options and futures, there is the possibility
of an imperfect correlation between movements in options and
futures prices and movements in the price of securities which
are the subject of the hedge. In the case of options on stock
indices and stock index futures, this risk increases as the
composition of a Portfolio's portfolio diverges from the
composition of the relevant index. The successful use of
these strategies also depends on the Subadviser's ability to
correctly forecast interest rate movements and general stock
market price movements.

Regulatory Matters. In accordance with CFTC regulations,
the Seligman Henderson Global Smaller Companies Portfolio or
the Seligman Henderson Global Portfolio will not purchase or
sell futures or options on futures contracts or stock indices
if as a result the sum of the amounts of initial margin
deposits on its existing futures contracts and related options
positions and premiums paid for options on futures or stock
indices would exceed 5% of the Portfolio's total assets;
provided, however, that in the case of an option that is in-
the-money at the time of purchase (the point at which the
underlying security's price is such that it is favorable to
exercise the option), the in-the-money amount may be excluded
in calculating the 5% limitation. With respect to each fu-
tures contract purchased or long position in an option
contract, cash or high-grade short-term securities in an
amount equal to the market value of such contracts less the
initial margin deposit will be deposited in a segregated
account with the Portfolio's custodian.

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 Seligman Henderson
Global Smaller Companies Portfolio or the Seligman Henderson
Global Portfolio will generally enter into forward foreign
currency exchange contracts to fix the U.S. 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.

Each Portfolio may enter into a forward contract to sell or
buy the amount of a foreign currency it believes may ex-
perience a substantial movement against another currency
(including the U.S. dollar). In this case the contract would
approximate the value of some or all of a Portfolio's
portfolio securities denominated in such foreign currency. If
appropriate, the Portfolio may hedge all or part of its
foreign currency exposure through the use of a basket of cur-
rencies or a proxy currency where such currencies or currency
act as an effective proxy for other currencies. In these
circumstances, the Portfolio may enter into a forward contract
where the amount of the foreign currency to be sold exceeds
the value of the securities denominated in such currency. The
use of this basket hedging technique may be more efficient and
economical than entering into separate forward contracts for
each currency held in the Portfolio. The precise matching of
the forward contract amounts and the value of the securities
involved will not generally be possible since the future value
of such securities in foreign currencies will change as a
consequence of market movement 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, a Portfolio
may commit a substantial portion or the entire value of its
assets to the consummation of these contracts.

<PAGE>
7

The Subadviser will consider the effect a substantial
commitment of its assets to forward contracts would have on
the investment program of a Portfolio and its ability to
purchase additional securities.

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

At the maturity of a forward contract, a Portfolio 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 a Portfolio 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 Portfolio 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 a
Portfolio is obligated to deliver. However, a Portfolio 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.

If a Portfolio retains the portfolio security and engages in
an offsetting transaction, the Portfolio will incur a gain or
a loss (as described below) to the extent that there has been
movement in forward contract prices. If the Portfolio 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
Portfolio'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
Portfolio 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 Portfolio 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.

Each Portfolio's dealing in forward foreign currency
exchange contracts will generally be limited to the trans-
actions described above. However, each Portfolio reserves the
right to enter into forward foreign currency contracts for
different purposes and under different circumstances. Of
course, a Portfolio 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 the
Subadviser. 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 the
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.

Investors 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 a Portfolio at one rate,
while offering a lesser rate of exchange should the Portfolio
desire to resell that currency to the dealer.

<PAGE>
8

Other Policies

In addition to the Seligman Henderson Global Smaller
Companies Portfolio and the Seligman Henderson Global
Portfolio, each of the Portfolios, except the Seligman Cash
Management Portfolio and the Seligman High-Yield Bond
Portfolio, is authorized, solely for the purpose of reducing
investment risk, to engage in limited types of transactions
involving options (including stock index options) and
commodity futures contracts; however, none of the Portfolios
(except the Seligman Henderson Global Smaller Companies
Portfolio and the Seligman Henderson Global Portfolio)
presently intend to use these instruments. (See Appendix A
for general information about hedging.)

Portfolio Turnover. The portfolio turnover rate for each
Portfolio is calculated by dividing the lesser of purchases or
sales of portfolio securities for the fiscal year by the
monthly average of the value of the portfolio securities owned
during the fiscal year. Securities whose maturity or
expiration date at the time of acquisition were one year or
less are excluded from the calculation. The portfolio
turnover rates for the fiscal years ended 1993 and 1992 of the
Seligman Capital Portfolio, Seligman Common Stock Portfolio,
Seligman Fixed Income Securities Portfolio and Seligman Income
Portfolio were 65.30% and 54.95%; 10.70% and 12.57%; 33.21%
and 23.40%; and 38.38% and 39.46%, respectively. The
portfolio turnover for the Seligman Henderson Global Portfolio
from May 3, 1993 (commencement of operations) through December
31, 1993 was 2.82%.

Investment Restrictions

The Fund has adopted the several investment restrictions
enumerated below. Except as otherwise indicated below,
restrictions No. 1 through 9 may not be changed without the
affirmative vote of the holders of a majority of the Fund's
outstanding voting securities; restrictions No. 10 through 16
may be changed by the Fund's Board of Directors. Under these
restrictions, none of the Portfolios may:

1. Borrow money, except from banks for temporary purposes
(but not for the purpose of purchasing portfolio securities)
in an amount not to exceed 10% of the value of the total
assets of the Portfolio; except that the Seligman Capital
Portfolio, Seligman Common Stock Portfolio and Seligman
Communications and Information Portfolio may borrow to pur-
chase securities provided that such borrowings are made only
from banks, do not exceed one-third of the respective Port-
folio's net assets (taken at market) and are secured by not
more than 10% of such assets (taken at cost); except that
the Seligman Frontier Portfolio and the Seligman High-Yield
Bond Portfolio will not purchase additional portfolio
securities if it has outstanding borrowings in excess of 5%
of the value of its total assets; and except that each of
Seligman Henderson Global Smaller Companies Portfolio and
Seligman Henderson Global Portfolio may borrow money from
banks to purchase securities in amounts not in excess of 5%
of its total assets.

2. Mortgage, pledge or hypothecate any of its assets,
except to secure borrowings permitted by paragraph 1 and
provided that this limitation does not prohibit escrow, col-
lateral or margin arrangements in connection with (a) the
purchase or sale of covered options (including stock index
options), (b) the purchase or sale of interest rate or stock
index futures contracts or options on such contracts by any
of the Fund's Portfolios otherwise permitted to engage in
transactions involving such instruments or (c) in connection
with the Fund's purchase of fidelity insurance and errors
and omissions insurance, and provided, further, that
Seligman High-Yield Bond Portfolio may mortgage, pledge or
hypothecate its assets, but the value of such encumbered
assets may not exceed 10% of that Portfolio's net asset
value. This investment restriction No. 2 may be changed,
with respect to the Seligman High-Yield Bond Portfolio, by
the Fund's Board of Directors.

3. Make "short" sales of securities (except that the
Seligman Henderson Global Smaller Companies Portfolio may
make short sales "against-the-box"), or purchase securities
on "margin" except for short-term credits necessary for the
purchase or sale of securities, provided that for purposes
of this limitation, initial and variation payments or
deposits in connection with transactions involving interest
rate or stock index futures contracts and options on such
contracts by any Portfolio permitted to engage in
transactions involving such instruments will not be deemed
to be the purchase of securities on margin.

<PAGE>
9

4. With respect to 75% of its securities portfolio (or 100%
of its securities portfolio, in the case of the Seligman
High-Yield Bond Portfolio), purchase securities of any
issuer if immediately thereafter more than 5% of its total
assets valued at market would be invested in the securities
of any one issuer, other than securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities; or buy more than 10% of the voting
securities of any one issuer.

5. Invest more than 25% of the market value of its total
assets in securities of issuers in any one industry,
provided that for the purpose of this limitation, mortgage-
related securities do not constitute an industry; provided
further that Seligman Communications and Information
Portfolio will invest at least 65% of the value of its total
assets in securities of companies principally engaged in the
communications, information and related industries, except
when investing for temporary defensive purposes; and
provided further that the Seligman Cash Management Portfolio
may invest more than 25% of its gross assets: (i) in the
banking industry; (ii) in the personal credit institution or
business credit institution industries; or (iii) in any
combination of (i) and (ii).

6. Purchase or hold any real estate, except that the
Seligman Fixed Income Securities Portfolio and the Seligman
Henderson Global Smaller Companies Portfolio may engage in
transactions involving securities secured by real estate or
interests therein, and the Seligman Henderson Global Smaller
Companies Portfolio may purchase securities issued by
companies or investment trusts that invest in real estate or
interests therein.

7. Purchase or sell commodities and commodity futures
contracts except that the Board of Directors may authorize
any Portfolio other than the Seligman Cash Management
Portfolio and the Seligman High-Yield Bond Portfolio to
engage in transactions involving interest rate and/or stock
index futures and related options solely for the purposes of
reducing investment risk and not for speculative purposes.

8. Underwrite the securities of other issuers, provided
that the disposition of investments otherwise permitted to
be made by any Portfolio (such as investments in securities
that are not readily marketable without registration under
the Securities Act of 1933 and repurchase agreements with
maturities in excess of seven days) will not be deemed to
render a Portfolio engaged in an underwriting investment if
not more than 10% of the value of such Portfolio's total
assets (taken at cost) would be so invested and except that
in connection with the disposition of a security a Portfolio
may be deemed to be an underwriter as defined in the 1933
Act.

9. Make loans, except loans of securities, provided that
purchases of notes, bonds or other evidences of
indebtedness, including repurchase agreements, are not
considered loans for purposes of this restriction.

10. Purchase illiquid securities for any Portfolio including
repurchase agreements maturing in more than seven days and
securities that cannot be sold without registration or the
filing of a notification under Federal or state securities
laws, if, as a result, such investment would exceed 15% of
the value of such Portfolio's net assets.

11. Invest in oil, gas or other mineral exploration or
development programs; provided, however, that this
investment restriction shall not prohibit a Portfolio from
purchasing publicly-traded securities of companies engaging
in whole or in part in such activities.

12. Purchase securities of any other investment company,
except in connection with a merger, consolidation,
acquisition or reorganization and except to the extent
permitted by Section 12 of the Investment Company Act of
1940 (the "1940 Act").

13. Purchase securities of companies which, together with
predecessors, have a record of less than three years'
continuous operation, if as a result of such purchase, more
than 5% of such Portfolio's net assets would then be
invested in such securities; except that the Seligman
Communications and Information Portfolio, the Seligman
Frontier Portfolio, the Seligman Henderson Global Smaller
Companies Portfolio, and Seligman High-Yield Bond Portfolio
may each invest no more than 5% of total assets, at market
value, in securities of companies which, with their
predecessors, have been in operation less than three
continuous years, excluding from this limitation securities
guaranteed by a company that, including predecessors, has
been in operation at least three continuous years.

<PAGE>
10

14. Purchase securities of companies for the purpose of
exercising control.

15. Purchase securities from or sell securities to any of
its officers or Directors, except with respect to its own
shares and as permissible under applicable statutes, rules
and regulations. In addition, Seligman High-Yield Bond
Portfolio may not purchase or hold the securities of any
issuer if, to its knowledge, directors or officers of the
Fund individually owning beneficially more than 0.5% of the
securities of that issuer own in the aggregate more than 5%
of such securities.

16. With respect to Seligman High-Yield Bond Portfolio only,
invest more than 5% of the value of its net assets,
valued at the lower of cost or market, in warrants, of
which no more than 2% of net assets may be invested in
warrants not listed on the New York or American Stock
Exchange.

If a percentage restriction is adhered to at the time of an
investment, a later increase or decrease in such percentage
resulting from a change in the value of assets will not
constitute a violation of such restriction. In order to per-
mit the sale of the Fund's shares in certain states, the Fund
may make commitments more restrictive than the investment
restrictions described above. Should the Fund determine that
any such commitment is no longer in the best interest of the
Fund it will revoke the commitment by terminating sales of
its shares in the state involved. The Fund also intends to
comply with the diversification requirements under Section
817(h) of the Internal Revenue Code of 1986, as amended. For
a description of these requirements see the Prospectus of
Canada Life of America Variable Annuity Account 2 and the
Disclosure Statement of Canada Life of America Annuity Account
3, each established by Canada Life Insurance Company of
America ("Canada Life") or the Prospectus of the Variable
Contract Account-9 established by The Mutual Benefit Life
Insurance Company ("Mutual Benefit Life").

Under the 1940 Act, a "vote of a majority of the outstanding
voting securities" of the Fund or of a particular Portfolio
means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the Fund or of such Portfolio or
(2) 67% or more of the shares of the Fund or of such Portfolio
present at a shareholder's meeting if more than 50% of the
outstanding shares of the Fund or of such Portfolio are
represented at the meeting in person or by proxy.

DIRECTORS AND OFFICERS

Directors and Officers. Directors and officers of the Fund,
together with information as to their principal business
occupations during the past five years, are shown below. The
age of each Director and officer is indicated in parentheses.
Each Director who is an "interested person" of the Fund, as
defined in the 1940 Act, is indicated by an asterisk. Unless
otherwise indicated, the address of each is 100 Park Avenue,
New York, New York 10017.

WILLIAM C. MORRIS* Director, Chairman of the Board, Chief
(56) Executive Officer and Chairman of the
Executive Committee

Managing Director, Chairman and
President, J. & W. Seligman & Co. Incor-
porated, investment managers and
advisors; and Seligman Advisors, Inc.,
advisors; Chairman and Chief Executive
Officer, the Seligman Group of
Investment Companies; Chairman, Seligman
Financial Services, Inc., distributor;
Seligman Holdings, Inc, holding company;
Seligman Services, Inc., broker/dealer;
J. & W. Seligman Trust Company, trust
company; and Carbo Ceramics Inc., ceram-
ic proppants for oil and gas industry;
Director or Trustee, Seligman Data Corp.
(formerly Union Data Service Center,
Inc.), shareholder service agent; Daniel
Industries, Inc., manufacturer of oil
and gas metering equipment; Kerr-McGee
Corporation, diversified energy company;
and Sarah Lawrence College; and a Member
of the Board of Governors of the
Investment Company Institute; formerly,
Chairman, Seligman Securities, Inc.,
broker/dealer.

RONALD T. SCHROEDER* Director, President and Member of the
(47) Executive Committee

<PAGE>
11

Director, Managing Director and Chief
Investment Officer, J. & W. Seligman &
Co. Incorporated, investment managers
and advisors; Managing Director and
Chief Investment Officer, Seligman Ad-
visors, Inc., advisors; Director or
Trustee and President and Chief
Investment Officer, Tri-Continental Cor-
poration, closed-end investment company
and the open-end investment companies in
the Seligman Group of Investment
Companies; Director and President,
Seligman Holdings, Inc., holding
company; Director, Seligman Financial
Services, Inc., distributor; Seligman
Data Corp., shareholder service agent;
Seligman Quality Municipal Fund, Inc.
and Seligman Select Municipal Fund,
Inc., closed-end investment companies;
Seligman Henderson Co., advisors; and
Seligman Services, Inc., broker/dealer;
formerly, Director, J. & W. Seligman
Trust Company, trust company; and
Seligman Securities, Inc.,
broker/dealer.

FRED E. BROWN* Director
(81)
Director and Consultant, J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Director or
Trustee, Tri-Continental Corporation,
closed-end investment company; and the
open-end investment companies in the
Seligman Group of Investment Companies;
Director, Seligman Financial Services,
Inc., distributor; Seligman Quality
Municipal Fund, Inc. and Seligman Select
Municipal Fund, Inc., closed-end invest-
ment companies; Seligman Services Inc.,
broker/dealer; Trustee, Trudeau In-
stitute, nonprofit bio-medical research
organization; Lake Placid Center for the
Arts, cultural organization; Lake Placid
Education Foundation, education
foundation; formerly, Director, J. & W.
Seligman Trust Company, trust company;
and Seligman Securities, Inc.,
broker/dealer.

ALICE S. ILCHMAN Director
(59)
President, Sarah Lawrence College; Di-
rector or Trustee, the Seligman Group of
Investment Companies; NYNEX (formerly,
New York Telephone Company), telephone
company; The Rockefeller Foundation,
charitable foundation; and The Committee
for Economic Development; formerly,
Trustee, The Markle Foundation, philan-
thropic organization; and Director,
International Research and Exchange
Board, intellectual exchanges.

Sarah Lawrence College, Bronxville, NY
10708

JOHN E. MEROW* Director
(65)
Partner, Sullivan & Cromwell, law firm;
Director or Trustee, the Seligman Group
of Investment Companies; the Municipal
Art Society of New York; the U. S.
Council for International Business and
the U. S.-New Zealand Council; New York
Downtown Hospital; Chairman, American
Australian Association; the Municipal
Art Society of New York; Member of the
American Law Institute and Council on
Foreign Relations; and Member of the
Board of Governors of the Foreign Policy
Association and New York Hospital.
125 Broad Street, New York, NY 10004

BETSY S. MICHEL Director
(52)
Attorney; Director or Trustee, the
Seligman Group of Investment Companies;
National Association of Independent
Schools (Washington, D.C.), education;
Chairman of the Board of Trustees of St.
George's School (Newport, RI).
St. Bernard's Road, P.O. Box 449,
Gladstone, NJ 07934

<PAGE>
12

DOUGLAS R. NICHOLS, JR.Director
(74)
Management Consultant; Director or
Trustee, the Seligman Group of
Investment Companies; formerly,
Trustee, Drew University.
790 Andrews Avenue, Delray Beach, FL
33483

JAMES C. PITNEY Director
(68)
Partner, Pitney, Hardin, Kipp & Szuch,
law firm; Director or Trustee, the
Seligman Group of Investment Companies;
Public Service Enterprise Group, public
utility.
Park Avenue at Morris County, P.O. Box
1945, Morristown, NJ 07962-1945

JAMES Q. RIORDAN Director
(67)
Director, Various Corporations; Director
or Trustee, the Seligman Group of
Investment Companies; The Brooklyn
Museum; The Brooklyn Union Gas Company;
The Committee for Economic Development;
Dow Jones & Co., Inc.; Public
Broadcasting Service; formerly, Co-
Chairman of the Policy Council of the
Tax Foundation; Director and Vice
Chairman, Mobil Corporation; Director,
Tesoro Petroleum Companies, Inc.; and
Director and President, Bekaert
Corporation.
675 Third Avenue, Suite 3004, New York,
NY 10017

HERMAN J. SCHMIDT Director
(78)
Director, Various Corporations; Director
or Trustee, the Seligman Group of
Investment Companies; H. J. Heinz
Company; HON Industries, Inc.; and
MAPCO, Inc; formerly, Director, MetLife
Series Fund, Inc. and MetLife
Portfolios, Inc.; and Ryder System, Inc.
15 Oakley Lane, Greenwich, CT 06830

ROBERT L. SHAFER Director
(62)
Vice President, Pfizer Inc.,
pharmaceuticals; Director or Trustee,
the Seligman Group of Investment
Companies; and USLIFE Corporation, life
insurance.
235 East 42nd Street, New York, NY
10017

JAMES N. WHITSON Director
(60)
Executive Vice President, Chief
Operating Officer and Director, Sammons
Enterprises, Inc.; Director or Trustee,
the Seligman Group of Investment
Companies; Director, C-SPAN.
300 Crescent Court, Suite 700, Dallas,
TX 75201

BRIAN T. ZINO* Director and Member of the Executive
Committee
(42)
Managing Director (formerly, Chief
Administrative and Financial Officer),
J. & W. Seligman & Co. Incorporated,
investment managers and advisors;
Director or Trustee, the Seligman Group
of Investment Companies; Chairman,
Seligman Data Corp., shareholder service
agent; Director, Seligman Financial
Services, Inc., distributor; Seligman
Services, Inc., broker/dealer; and J. &
W. Seligman Trust Company, trust
company; Senior Vice President, Seligman
Henderson Co., advisors; formerly, Di-
rector and Secretary, Chuo Trust - JWS
Advisors, Inc., advisors; and Director,
Seligman Securities, Inc.,
broker/dealer.

<PAGE>
13

DANIEL J. CHARLESTON Portfolio Manager
(35)
Vice President, Investment Officer, J. &
W. Seligman & Co. Incorporated,
investment managers and advisors; and
Vice President and Portfolio Manager of
one other open-end investment company in
the Seligman Group of Investment
Companies.

LEONARD J. LOVITO Vice President and Portfolio Manager
(34)
Vice President, Investment Officer, J. &
W. Seligman & Co. Incorporated,
investment managers and advisors; Vice
President and Portfolio Manager, one
other open-end investment company in the
Seligman Group of Investment Companies.

LORIS D. MUZZATTI Vice President and Portfolio Manager
(38)
Managing Director (formerly, Vice
President and Portfolio Manager), J. &
W. Seligman & Co. Incorporated,
investment managers and advisors; Vice
President and Portfolio Manager, one
other open-end investment company in the
Seligman Group of Investment Companies.

STACEY G. NAVIN Co-Portfolio Manager
(30)
Vice President, Investment Officer, J. &
W. Seligman & Co. Incorporated,
investment managers and advisors; Co-
Portfolio Manager, two other open-end
investment companies in the Seligman
Group of Investment Companies.

CHARLES C. SMITH, JR. Vice President and Portfolio Manager
(39)
Managing Director (formerly, Senior Vice
President and Senior Investment
Officer), J. & W. Seligman & Co. Incor-
porated, investment managers and
advisors; Vice President and Portfolio
Manager, two other open-end investment
companies in the Seligman Group of
Investment Companies.

PAUL H. WICK Vice President and Portfolio Manager
(32)
Managing Director (formerly, Vice
President, Investment Officer), J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Vice President
and Portfolio Manager, one other open-
end investment company in the Seligman
Group of Investment Companies; Portfolio
Manager, Seligman Henderson Co.,
advisor; formerly, Senior Vice
President, Portfolio Management, Chuo
Trust-JWS Advisors, Inc., advisor.

LAWRENCE P. VOGEL Vice President
(38)
Senior Vice President, Finance, J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Seligman
Financial Services, Inc., distributor;
and Seligman Advisors, Inc., advisors;
Vice President, the Seligman Group of
Investment Companies; Senior Vice Presi-
dent, Finance (formerly, Treasurer),
Seligman Data Corp., shareholder service
agent; Treasurer, Seligman Holdings,
Inc., holding company; and Seligman
Henderson Co., advisors; formerly, Sen-
ior Audit Manager at Price Waterhouse,
independent accountants.

<PAGE>
14

FRANK J. NASTA Secretary
(30)
Secretary, the Seligman Group of
Investment Companies; J. & W. Seligman &
Co., Incorporated, investment managers
and advisers; Seligman Financial
Services, Inc., distributor; Seligman
Henderson Co., advisers; Seligman
Services, Inc., broker/dealers; Chu
Trust - JWS Advisers Inc., advisers;
Seligman Data Corp.; Vice President, Law
and Regulation, J. & W. Seligman & Co.
Incorporated, investment managers and
advisers; formerly, attorney, Seward &
Kissel.

THOMAS G. ROSE Treasurer
(37)
Treasurer, the Seligman Group of
Investment Companies; and Seligman Data
Corp., shareholder service agent;
formerly, Treasurer, American Investors
Advisors, Inc.

The Executive Committee of the Board acts on behalf of
the Board between meetings to determine the value of
securities and assets owned by the Fund for which no market
valuation is available and to elect or appoint officers of the
Fund to serve until the next meeting of the Board.

Compensation Table
<TABLE>
<CAPTION>
Pension or Total Compensation
Aggregate Retirement Benefits from Registrant and
Compensation Accrued as part of Fund Complex Paid
Position With Registrant from Registrant (1) Fund Expenses to Directors (2)

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

Ronald T. Schroeder, Director N/A N/A N/A

Fred E. Brown, Director N/A N/A N/A

Alice S. Ilchman, Director $2,396.09 N/A $67,000.00

John E. Merow, Director $2,360.38(d) N/A $66,000.00(d)

Betsy S. Michel, Director $2,360.38 N/A $66,000.00

Douglas R. Nichols, Jr., Director $2,360.38 N/A $66,000.00

James C. Pitney, Director $2,396.09 N/A $67,000.00

James Q. Riordan, Director $2,360.38 N/A $66,000.00

Herman J. Schmidt, Director $2,360.38 N/A $66,000.00

Robert L. Shafer, Director $2,360.38 N/A $66,000.00

James N. Whitson, Director $2,360.38(d) N/A $66,000.00(d)

Brian T. Zino N/A N/A N/A

<FN>
(1) For the year ended December 31, 1994

(2) As defined in the Fund's Prospectus, the Seligman Group
of Investment Companies consists of seventeen investment
companies.
(3) Deferred.
</FN>
</TABLE>

<PAGE>
15

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.

Directors and officers of the Fund are also trustees,
directors and officers of some or all of the other investment
companies in the Seligman Group. As of December 31, 1994, no
Directors or officers of the Fund owned directly or indirectly
shares of any of the Portfolios.

MANAGEMENT AND EXPENSES

As indicated in the Prospectus, under the Management
Agreements and subject to the control of the Board of
Directors, the Manager (or in the case of Seligman Henderson
Global Smaller Companies Portfolio and Seligman Henderson
Global Portfolio, the Manager and Seligman Henderson Co. (the
"Subadviser")) manages the investment of the assets of the
Fund, including making purchases and sales of portfolio
securities consistent with the Fund's investment objectives
and policies, and administers its business and other affairs.
The Manager provides the Fund with such office space,
administrative and other services and executive and other
personnel as are necessary for Fund operations. The Manager
pays all of the compensation of directors and/or officers of
the Fund who are employees or advisors of the Manager.

The Management Agreements (and the Subadvisory
Agreements, in the case of Seligman Henderson Global Smaller
Companies Portfolio and Seligman Henderson Global Portfolio)
provide that the Manager (and the Subadviser, in the case of
Seligman Henderson Global Smaller Companies Portfolio and
Seligman Henderson Global Portfolio) will not be liable to the
Fund 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 performing their duties under the Management (and
Subadvisory) Agreements, except for willful misfeasance, bad
faith, gross negligence, or reckless disregard of their
obligations and duties under the Management (and Subadvisory)
Agreements.

The Fund pays all its expenses other than those assumed
by the Manager or Subadviser, including fees and expenses of
independent attorneys and auditors, taxes and governmental
fees (including fees and expenses for qualifying the Fund and
its shares under Federal and state securities laws), expenses
of printing and distributing reports, notices and proxy
materials to shareholders, expenses of printing and filing
reports and other documents with governmental agencies, fees
and expenses of directors of the Fund not employed by the
Manager or any of its affiliates (including the Subadviser),
insurance premiums and extraordinary expenses such as
litigation expenses.

Seligman Capital Portfolio, Seligman Cash Management
Portfolio, Seligman Common Stock Portfolio, Seligman Fixed
Income Securities Portfolio, and Seligman Income Portfolio
each pay the Manager a management fee for its services,
calculated daily and payable monthly, at an annual rate of
.40% of the daily net assets of each Portfolio. Seligman
High-Yield Bond Portfolio pays the Manager a management fee
for its services calculated daily and payable monthly at an
annual rate of .50% of the daily net assets of the Portfolio.
Seligman Communications and Information Portfolio and Seligman
Frontier Portfolio each pay the Manager a management fee for
its services, calculated daily and payable monthly, at an
annual rate of .75% of the daily net assets of each Portfolio.
Seligman Henderson Global Smaller Companies Portfolio and
Seligman Henderson Global Portfolio each pay the Manager a
management fee, calculated daily and payable monthly, equal to
an annual rate of 1.00% of the average daily net assets of
each Portfolio, of which .90% is paid to the Subadviser for
the services described below. For the year ended December 31,
1991, the Manager, at its discretion, waived all of its fees
and reimbursed expenses for the Seligman Cash Management
Portfolio. For the same period, the Manager, at its
discretion, also waived all or a portion of its fee for the
Seligman Capital Portfolio, Seligman Common Stock Portfolio,
Seligman Fixed Income Securities Portfolio and Seligman Income
Portfolio and reimbursed certain expenses for the Seligman
Capital Portfolio and the Seligman Fixed Income Securities
Portfolio. The management fees paid by the Seligman Common
Stock Portfolio and Seligman Income Portfolio for the year
ended December 31, 1991 were $68,826 and $7,317, respectively,
which were equivalent to an annual rate of .29% and .07%,
respectively, of the average net assets of these Portfolios.
For the year ended December 31, 1992, the Manager, at its
discretion, waived all of its fee and reimbursed all expenses
of the Seligman Cash Management Portfolio. The management
fees paid by the Seligman

<PAGE>
16

Capital Portfolio, Seligman Common Stock Portfolio, Seligman
Fixed Income Securities Portfolio and Seligman Income
Portfolio, respectively, for the year ended December 31, 1992
were $20,551, $100,502, $20,226, and $45,673, respectively,
which were equivalent to an annual rate of .40% of the average
net assets of each Portfolio. For the year ended December 31,
1993, the Manager, at its discretion, waived all of its fees
and reimbursed all or a portion of the expenses of the
Seligman Cash Management Portfolio and Seligman Henderson
Global Portfolio. The management fees paid by the Seligman
Capital Portfolio, Seligman Common Stock Portfolio, Seligman
Fixed Income Securities Portfolio, and Seligman Income
Portfolio for the year ended December 31, 1993 were $21,941,
$93,118, $17,252, and $45,567, respectively, which were
equivalent to an annual rate of .40% of the average net assets
of each Portfolio.

The Manager is a successor firm to an investment banking
business founded in 1864 which has thereafter provided
investment services to individuals, families, institutions and
corporations. See Appendix B for further information about
the Manager.

On December 29, 1988, a majority of the outstanding
voting securities of the Manager was purchased by Mr. William
C. Morris and a simultaneous recapitalization of the Manager
occurred.

The Management Agreement with respect to Seligman Capital
Portfolio, Seligman Cash Management Portfolio, Seligman Common
Stock Portfolio, Seligman Fixed Income Portfolio and Seligman
Income Portfolio was approved by the Board of Directors on
September 30, 1988 and by shareholders at a Special Meeting
held on December 16, 1988. The Management Agreement with
respect to the Seligman Henderson Global Portfolio was
approved by the Board of Directors on March 18, 1993. The
Management Agreements with respect to the Seligman
Communications and Information Portfolio, the Seligman
Frontier Portfolio, and the Seligman Henderson Global Smaller
Companies Portfolio were approved by the Board of Directors on
July 21, 1994. The Management Agreement with respect to the
Seligman High-Yield Bond Portfolio was approved by the Board
of Directors on ________________________. The Management
Agreements will continue in effect until December 31 of each
year, with respect to each portfolio (except Seligman
Communications and Information Portfolio, Seligman Frontier
Portfolio, and Seligman Henderson Global Smaller Companies
Portfolio, the Management Agreements with respect to which are
in effect until December 31, 1995 and then December 31 of each
year thereafter), if (1) such continuance is approved in the
manner required by the 1940 Act (by a vote of a majority of
the Board of Directors or of the outstanding voting securities
of the Portfolio and by a vote of a majority of the Directors
who are not parties to the Management Agreements or interested
persons of any such party) and (2) if the Manager shall not
have notified the Fund at least 60 days prior to the
anniversary date of the previous continuance that it does not
desire such continuance. The Management Agreements may be
terminated at any time with respect to any or all Portfolios,
by the Fund, without penalty, on 60 days' written notice to
the Manager. The Manager may terminate the Management
Agreements at any time upon 60 days written notice to the
Fund. The Management Agreements will terminate automatically
in the event of their assignment. The Fund has agreed to
change its name upon termination of the Management Agreements
if continued use of the name would cause confusion in the
context of the Manager's business.

Under the Subadvisory Agreements between the Manager and
the Subadviser, the Subadviser supervises and directs the
investment of the assets of the Seligman Henderson Global
Smaller Companies Portfolio and the Seligman Henderson Global
Portfolio, including making purchases and sales of portfolio
securities consistent with each Portfolio's investment
objectives and policies. For these services the Subadviser is
paid a fee equal to an annual rate of .90% of each Portfolio's
average daily net assets. The Subadvisory Agreement with
respect to Seligman Henderson Global Portfolio was approved by
the Board of Directors at a meeting held on March 18, 1993.
The Subadvisory Agreement with respect to Seligman Henderson
Global Smaller Companies Portfolio was approved by the Board
of Directors at a meeting held on July 21, 1994. The
Subadvisory Agreements will continue in effect until December
31, 1994 in the case of the Seligman Henderson Global
Portfolio and until December 31, 1995 in the case of the
Seligman Henderson Global Smaller Companies Portfolio, and
from year to year thereafter if such continuance is approved
in the manner required by the 1940 Act (by a vote of a
majority of the Board of Directors or of the outstanding
voting securities of the Portfolio and by a vote of a majority
of the Directors who are not parties to the Subadvisory
Agreement or interested persons of any such party) and (2) if
the Subadviser shall not have notified the Manager in writing
at least 60 days prior to such December 31 or prior to
December 31 of any year thereafter that it does not desire
such continuance. The Subadvisory Agreements may be
terminated at any time by the Fund, on 60 days written notice
to the Subadviser. The Subadvisory Agreements

<PAGE>
17

will terminate automatically in the event of their assignment
or upon the termination of the relevant Management Agreement.

The Subadviser is a New York general partnership formed
by the Manager and Henderson International, Inc., a controlled
affiliate of Henderson Administration Group plc (the "Firm").
Henderson Administration Group plc, headquartered in London,
is one of the largest independent money managers in Europe.
The Firm currently manages approximately $18.5 billion in
assets, and is recognized as a specialist in global equity
investing.

PORTFOLIO TRANSACTIONS, VALUATION AND REDEMPTION

As provided in the Management Agreements, the Manager (or
in the case of the Seligman Henderson Global Smaller Companies
Portfolio and the Seligman Henderson Global Portfolio, the
Manager or the Subadviser) purchases and sells securities for
the Fund. Purchase and sale orders are placed by the Manager
or the Subadviser.

The Management Agreements and the Subadvisory Agreements
recognize that in the purchase and sale of portfolio
securities the Manager or the Subadviser will seek the most
favorable price and execution, and, consistent with that
policy, may give consideration to the research, statistical
and other services furnished by brokers or dealers to the
manager for its use, as well as to 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 the Manager or Subadviser
to be beneficial to the Fund. In addition, the Manager or the
Subadviser is authorized to place orders with brokers who
provide supplemental investment and market research and
statistical and economic analysis although the use of such
brokers may result in a higher brokerage charge to the Fund
that 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 the Manager or the
Subadviser in connection with its services to clients other
than the Fund.

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.

Brokerage commissions of each Portfolio (except Seligman
Cash Management Portfolio, Seligman Communications and
Information Portfolio, Seligman Fixed Income Securities
Portfolio, Seligman Frontier Portfolio, Seligman Henderson

<PAGE>
18

Global Smaller Companies Portfolio, and Seligman High-Yield
Bond Portfolio) for the years 1993, 1992 and 1991 are set
forth in the following table:

<TABLE>
<CAPTION>
Brokerage Commissions
Total Brokerage Commissions Paid to Others for
Brokerage Commissions Paid to Execution and
Execution(2) Paid (1) Seligman Securities Statistical Services

1993 1992 1991 1993 1992 1991 1993 1992 1991

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Seligman Capital Portfolio $7,285 $5,853 $2,444 $275 $2,832 $735 $7,010 $3,021 $1,709
Seligman Common
Stock Portfolio 12,006 11,418 19,283 1,984 6,987 11,795 10,022 4,431 7,488
Seligman Income Portfolio 2,152 5,404 5,490 635 1,765 2,135 1,517 3,639 3,355
Seligman Henderson
Global Portfolio 824 -- -- -0- 824 -- --
</TABLE>
_______________
Notes:
(1) Not including any spreads on principal transactions on a
net basis.

(2) Brokerage commissions paid by Seligman Capital Portfolio,
Seligman Common Stock Portfolio, and Seligman Income
Portfolio, respectively, to Seligman Securities, Inc.
were 4%, 48% and 30%; 17%, 61%, and 61%; and 30%, 33%
and 39%, respectively, of total brokerage commissions
paid for 1993, 1992 and 1991. No brokerage commissions
were paid by Seligman Henderson Global Portfolio to
Seligman Securities, Inc. The aggregate dollar amount of
each Portfolio's transactions for which Seligman
Securities, Inc. acted as broker was 2%, 51% and 40%;
13%, 61% and 58%; and 18%, 43% and 40%, respectively, of
the total dollar amount of all commission transactions
for 1993, 1992 and 1991. Under procedures adopted by the
Board of Directors, and in accordance with Section 17(e)
under the 1940 Act, Seligman Securities, Inc., an
affiliate of the Manager, acted as broker, for the Fund.
Section 11(a) of the Securities Exchange Act of 1934
prohibits members of U.S. securities exchanges from ex-
ecuting exchange transactions for their affiliates and
institutional accounts. Under this provision, Seligman
Securities, Inc. acted as broker for any of the
Portfolios only as permitted under regulations adopted by
the SEC. In accordance with such regulations, the Man-
agement Agreement permitted Seligman Securities, Inc. to
effect such transactions except on the floor of a
national securities exchange and to retain compensation
in connection with such transactions. As of March 31,
1993, Seligman Securities, Inc. ceased functioning as a
broker for the Fund and its clients.

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

Valuation. As noted in the Prospectus the net asset
value per share of each Portfolio is determined as of the
close of trading on the New York Stock Exchange, currently
4:00 p.m. New York City time, each day that the New York Stock
Exchange is open. Currently, the New York Stock Exchange is
closed on New Year's Day, Presidents' Day, Good Friday, Memo-
rial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The following supplements information
contained in the Prospectus regarding the manner in which
securities are valued.

Stock index future contracts and options thereon, in
which the Fund may invest and for which market quotations are
readily available are valued at the current market value, or
in their absence at fair value determined by the Board of
Directors. Thus, changes in the value of stock index futures
contracts owned by the Fund, if any, will be recognized daily
through an unrealized gain (loss) account. Premiums received
on the sale of call options will be included in the net asset
value, and current market value of the option sold by a
Portfolio will be subtracted from net asset value. The fair
value of any restricted securities held by a Portfolio will be
determined by the Manager in accordance with procedures
approved by the Directors.

<PAGE>
19

It is the policy of the Seligman Cash Management
Portfolio to use its best efforts to maintain a constant per
share price equal to $1.00. Instruments held by the Seligman
Cash Management Portfolio are valued on the basis of amortized
cost. This involves valuing an instrument at its cost
initially and, thereafter, assuming a constant amortization to
maturity of any discount or premium, regardless of the impact
of fluctuating interest rates on the market value of the
instrument. While this method provides certainty in valua-
tion, it may result in periods during which the value, as
determined by amortized cost, is higher or lower than the
price the Portfolio would receive if it sold the instrument.

The foregoing method of valuation is permitted by Rule
2a-7 adopted by the SEC. Under this rule, the Seligman Cash
Management Portfolio must maintain an average-weighted
portfolio maturity of 90 days or less, purchase only instru-
ments having remaining maturities of one year or less, and
invest only in securities determined by the Fund's Directors
to be of high quality with minimal credit risks. In
accordance with the rule, the Directors have established pro-
cedures designed to stabilize, to the extent reasonably
practicable, the price per share as computed for the purpose
of sales and redemptions of the Seligman Cash Management
Portfolio at $1.00. Such procedures include review of the
portfolio holdings by the Seligman Cash Management Portfolio
and determination as to whether the net asset value of the
Seligman Cash Management Portfolio, calculated by using
available market quotations or market equivalents, deviates
from $1.00 per share based on amortized cost. The rule also
provides that the extent of any deviation between the net
asset value based upon available market quotations or market
equivalents, and $1.00 per share net asset value, based on
amortized cost, must be examined by the Directors. In the
event that a deviation of 1% or more exists between the
Portfolio's $1.00 per share net asset value and the net asset
value calculated by reference to market gestations, or if
there is any deviation which the Board of Directors believes
would result in a material dilution to shareholders or
purchasers, the Board of Directors will promptly consider what
action, if any, should be initiated. Any such action may
include: selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average
portfolio maturity; withholding dividends or paying distribu-
tions from capital or capital gains; redeeming shares in kind;
or establishing a net asset value per share by using available
market quotations.

With respect to the Seligman Henderson Global Smaller
Companies Portfolio and the Seligman Henderson Global
Portfolio, portfolio securities, including open short
positions and options written, are valued at the last sale
price on the securities exchange or securities market on which
such securities primarily are traded. Securities not listed
on an exchange or securities market, or securities in which
there were no transactions, are valued at the average of the
most recent bid and asked price, except in the case of open
short positions where the asked price is available. Any
securities or other assets for which recent market quotations
are not readily available are valued at fair value as
determined in accordance with procedures approved by the Board
of Directors. Short-term obligations with less than sixty
days remaining to maturity are generally valued at amortized

cost. Short-term obligations with more than sixty days
remaining to maturity will be valued at current market value
until the sixtieth day prior to maturity, and will then be
valued on an amortized cost basis based on the value on such
date unless the Board of Directors determine that this
amortized cost value does not represent fair market value.

Generally, trading in foreign securities, as well as U.S.
Government securities, money market instruments and repurchase
agreements, is substantially completed each day at various
times prior to the close of the New York Stock Exchange. The
values of such securities used in computing the net asset
value of the shares of the Portfolio are determined as of such
times. Foreign currency exchange rates are also generally
determined prior to the close of the New York Stock Exchange.
Occasionally, events affecting the value of such securities
and such exchange rates may occur between the times at which
they are determined and the close of the New York Stock
Exchange, which will not be reflected in the computation of
net asset value. If during such periods events occur which
materially affect the value of such securities, the securities
will be valued at their fair market value as determined in
accordance with procedures approved by the Board of Directors.

For purposes of determining the net asset value per share
of the Portfolio all assets and liabilities initially ex-
pressed in foreign currencies will be converted into U.S.
dollars at the mean between the bid and offer prices of such
currencies against U.S. dollars quoted by a major bank that is
a regular participant in the foreign exchange market or on the
basis of a pricing service that takes into account the quotes
provided by a number of such major banks.

<PAGE>
20

Redemption. The procedures for redemption of Fund shares
under ordinary circumstances are set forth in the Prospectus.
In unusual circumstances, payment may be postponed, if the
orderly liquidation of portfolio securities is prevented by
the closing of, or restricted trading on the New York Stock
Exchange during periods of emergency, or such other periods as
ordered by the SEC. It is not anticipated that shares will be
redeemed for other than cash or its equivalent. However, the
Fund reserves the right to pay the redemption price to the
Canada Life Accounts and VCA-9 in whole or in part, by a
distribution in kind from the Fund's investment portfolio, in
lieu of cash, taking the securities at their value employed
for determining such redemption price, and selecting the
securities in such manner as the Board of Directors may deem
fair and equitable. If shares are redeemed in this way,
brokerage costs will ordinarily be incurred by the Canada Life
Accounts and VCA-9 in converting such securities into cash.

CUSTODIANS AND INDEPENDENT AUDITORS

Custodians. With the exception of the Seligman Henderson
Global Smaller Companies Portfolio and the Seligman Henderson
Global Portfolio, Investors Fiduciary Trust Company, 127 West
10th Street, Kansas City, Missouri 64105, serves as custodian
for the Fund, and in such capacity holds in a separate account
assets received by it from or for the account of each of the
Fund's Portfolios.

Morgan Stanley Trust Company, One Pierrepont Plaza,
Brooklyn, New York 11201, serves as custodian for the Seligman
Henderson Global Smaller Companies Portfolio and the Seligman
Henderson Global Portfolio, and in such capacity holds in a
separate account assets received by it from or for the account
of each of these two Portfolios of the Fund.

Independent Auditors. _______________, independent
auditors, have been selected as auditors of the Fund and
certify the annual financial statements of the Fund. Their
address is 787 Seventh Avenue, New York, New York 10019.

<PAGE>
21

FINANCIAL STATEMENTS

The audited financial statements of the Fund for the year
ended December 31, 1993 and the unaudited financial statements
of the Fund for the six months ended June 30, 1994 are
incorporated by reference into Appendix D to this Statement of
Additional Information. The unaudited financial statements of
the Fund for the six months ended June 30, 1994 reflect all
adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim period
presented. Such adjustments are of a normal recurring nature.

<PAGE>
22

APPENDIX A

Although there is no present intention of doing so with
respect to the Portfolios, other than the Seligman Henderson
Global Smaller Companies Portfolio and the Seligman Henderson
Global Portfolio, as noted in the Prospectus each of the
Fund's Portfolios (other than the Seligman Cash Management
Portfolio and the Seligman High-Yield Bond Portfolio) is
authorized to use options on securities (including stock index
options), stock index and interest rate futures contracts
("futures contracts"), and options on futures contracts
(collectively, "Hedging Instruments") to hedge against the
risk of a decline in the price of securities held or the risk
of an increase in the price of securities to be acquired. In
the event that an anticipated change in the price of
securities hedged does not occur, it may be that a Portfolio
would have been in a better position had it not hedged at all.
In addition, the use of such Hedging Instruments may involve
certain risks as a result of the volatility of the options and
futures markets and certain other factors and may result in an
increase in certain expenses including brokerage commissions,
custodian charges and other transaction related costs.

The ability to hedge effectively all or a portion of
securities held in a Portfolio through the use of options on
securities and stock indexes and in futures contracts and
related options depends on the ability of the Manager to
predict correctly the price and/or interest rate movements of
the market and, in the case of futures contracts additionally
depends on the degree to which price movements in the
underlying stock index or underlying debt securities correlate
with price movements in the relevant securities. A Portfolio
seeking to hedge its portfolio of securities bears the risk
that prices of hedged securities will not move proportionately
with the price of the Hedging Instruments. In addition, it is
very likely that the securities held will not duplicate the
components of futures contract; the greater the divergence,
the greater the risk that the correlation will be imperfect.

The effective use of options and futures also depends on
the ability to terminate options and futures positions at
times when it is deemed desirable to do so. Although
positions in Hedging Instruments will be established only if
there is believed to be a liquid secondary market for the
option or future, there is no assurance that it will be
possible to effect closing transactions at any particular time
or at an acceptable price. In the event a liquid market for a
futures position does not exist, it may not be possible to
close that futures position and, in the event of adverse price
movements, continued daily cash payments of maintenance margin
would be required. In addition, daily price limits imposed by
an exchange on which futures contracts are traded may prevent
the closing out of a contract which may result in reduced gain
or increased loss. The absence of a liquid market in options
and futures contracts might cause the Portfolio holding a
position to make or take delivery of the underlying securities
at a time when it may be disadvantageous to do so.

The purchase of a futures contract involves the risk of
loss of more than the original margin deposit made. The
purchase of call or put options on futures contracts involves
less potential risk because the maximum amount at risk is the
premium paid for the options (plus transaction costs).
Although the maximum amount at risk when an option on a
security or a futures contract is purchased is the premium
paid for the option there may be circumstances when the
purchase of an option would result in a loss when the purchase
of the security or the futures contract would not, such as
when there is no movement in the level of the underlying
security or futures contract.

In the event the use of Hedging Instruments is authorized
by the directors for any eligible Portfolio, the directors
will also consider the adoption of guidelines designed to
comply with then applicable regulations.

<PAGE>
23

APPENDIX B

HISTORY OF J. & W. SELIGMAN & CO. INCORPORATED

Seligman's beginnings date back to 1837, when Joseph
Seligman, the oldest of eight brothers, arrived in the United
States from Germany. He earned his living as a pack peddler
in Pennsylvania, and began sending for his brothers. The
Seligmans became successful merchants, establishing businesses
in the South and East.

Backed by nearly thirty years of business success -
culminating in the sale of government securities to help
finance the Civil War - Joseph Seligman, with his brothers,
established the international banking and 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.

Seligman:

.... Prior to 1900

* Helps finance America's fledgling railroads.
* Is admitted to the New York Stock Exchange in 1869.
* Becomes a prominent underwriter of corporate securities,
including New York Mutual Gas Light Company, later part
of Consolidated Edison.
* Provides financial assistance to Mary Todd Lincoln and
urges the Senate to award her a pension.
* Is appointed U.S. Navy fiscal agent by President Grant.
* Becomes a leader in raising capital for America's
industrial and urban development.

...1900-1910

* Helps Congress finance the building of the Panama Canal.

...1910s

* Participates in raising billions for Great Britain,
France and Italy, helping finance World War I.

...1920s

* Participates in hundreds of successful underwritings
including those for some of the Country's most important
companies: Briggs Manufacturing, Dodge Brothers, General
Motors, Minneapolis-Honeywell Regulatory Company, Maytag
Company, United Artists Theater Circuit and Victor
Talking Machine Company.
* Forms Tri-Continental Corporation in 1929, today the
nation's largest, diversified closed-end equity
investment company, and one of its oldest, with over $2
billion in assets.

...1930s

* Assumes management of Broad Street Investing Co. Inc.,
its first mutual fund, today known as Seligman Common
Stock Fund.
* Establishes Investment Advisory Service.

<PAGE>
24

...1940s

* Helps shape the Investment Company Act of 1940.
* Leads in the purchase and subsequent sale to the public
of Newport News Shipbuilding and Dry Dock Company, a
prototype transaction for the investment banking
industry.
* Assumes management of National Investors Corporation,
today Seligman Growth Fund.
* Establishes Whitehall Fund, Inc., today Seligman Income
Fund.

...1950-1989

* Develops new open-end investment companies. Today,
manages 43 mutual fund portfolios.
* Helps pioneer state-specific, tax-exempt municipal bond
funds, today managing a national and 18 state-specific
tax-free funds.
* Establishes J. & W. Seligman Trust Company, and J. & W.
Seligman Valuations Corporation.

...1990s

* Introduces Seligman Select Municipal Fund and Seligman
Quality Municipal Fund, two high quality, closed-end
municipal bond funds.
* In 1991 establishes a joint venture with Henderson
Administration Group plc, of London, known as Seligman
Henderson Co., to offer global investment products.
* Introduces two small-cap mutual funds: Seligman Frontier
Fund and Seligman Henderson Global Smaller Companies
Fund.

<PAGE>
25

APPENDIX C

Audited financial statements as of December 31, 1993 and
unaudited financial statements for the six months ended June
30, 1994 are incorporated herein by reference from the Fund's
audited 1993 Annual Report and unaudited June 30, 1994 Mid-
Year Report to Policyholders.

<PAGE>
3

PART C OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements and Schedules:

Part A - Financial Highlights from June 21, 1988
(commencement of operations) to June 30, 1994 for Seligman
Capital Portfolio, Seligman Cash Management Portfolio,
Seligman Common Stock Portfolio, Seligman Fixed Income
Portfolio and Seligman Income Portfolio; and from May 3, 1993
(commencement of operations) to June 30, 1994 for the Seligman
Henderson Global Portfolio. Financial Highlights for the
other Portfolios are not included because they are new
portfolios for which financial statements are not required to
be filed.

Part B - Required Financial Statements are included
in the Fund's audited 1993 Annual Report and unaudited June
30, 1994 Mid-Year Report to Policyholders, which are
incorporated by reference in the Fund's Statement of
Additional Information. These Financial Statements are:
Portfolios of Investments as of December 31, 1993 (audited)
and for the six months ended June 30, 1994 (unaudited);
Statements of Assets and Liabilities as of December 31, 1993
(audited) and for the six months ended June 30, 1994
(unaudited); Statements of Operations for the year ended
December 31, 1993 (audited) and for the six months ended June
30, 1994 (unaudited); Statements of Changes in Net Assets for
the years ended December 31, 1993 and 1992 (audited) and for
the six months ended June 30, 1994 (unaudited); Notes to
Financial Statements; Financial Highlights from June 21, 1988
(commencement of operations) to December 31, 1993 (audited)
and for the six months ended June 30, 1994 (unaudited); Report
of Independent Auditors as of December 31, 1993.

(b) Exhibits: All Exhibits have been filed previously
except where otherwise noted and Exhibits marked with
an asterisk (*), which are filed herewith.

(1) Form of Articles of Amendment and Restatement of
Articles of Incorporation.(*)

(2) By-laws of Registrant. (Incorporated by Reference to
Pre-Effective Amendment No. 2 filed on May 24, 1988.)

(3) N/A.

(4) N/A.

(5) (a) Form of Management Agreement in respect of
Seligman High-Yield Bond Portfolio. (*)
(b) Form of Management Agreements in respect of
Seligman Communications and
Information,Seligman Frontier, and Seligman
Henderson Global Emerging Companies Portfolios.

(Incorporated by Reference to Post-Effective
Amendment No. 12 filed on July 28, 1994.)
(c) Form of Subadvisory Agreement in respect of
Seligman Henderson Global Emerging Companies
Portfolio. (Incorporated by Reference to Post-
Effective Amendment No. 12 filed on July 28,
1994.)
(d) Management Agreement in respect of Seligman
Henderson Global Portfolio. (Incorporated by
Reference to Post-Effective Amendment No. 10
filed on April 26, 1993.)
(e) Subadvisory Agreement in respect of Seligman
Henderson Global Portfolio. (Incorporated by
Reference to Post-Effective Amendment No. 10
filed on April 26, 1993.)
(f) Management Agreement in respect of Seligman
Capital, Seligman Cash Management, Seligman
Common Stock, Seligman Fixed Income Securities,
and Seligman Income Portfolios. (Incorporated
by Reference to Post-Effective Amendment No. 2
filed on March 2, 1989.)

(6) N/A.

(7) N/A.

<PAGE>
4

PART C. OTHER INFORMATION (continued)

(8) (a) Custodian Agreement and Sub-Custodian Agreement in
respect of Seligman Capital, Seligman Cash
Management, Seligman Common Stock, Seligman Fixed
Income Securities, and Seligman Income Portfolios.
(Incorporated by Reference to Pre-Effective
Amendment No. 2 filed on May 24, 1988.)
(b) Custodian Agreement in respect of Seligman
Henderson Global Portfolio. (Incorporated by
Reference to Post-Effective Amendment No. 10 filed
on April 26, 1993.)

(c) Form of Amendment to Custodian Agreement (a) in
respect of Seligman Communications and Information
and Seligman Frontier Portfolios. (Incorporated by
Reference to Post-effective Amendment 13 filed on
September 30, 1994.)

(d) Form of Custodian Agreement in respect of Seligman
Henderson Global Emerging Companies Portfolio.
(Incorporated by Reference to Post-Effective
Amendment No. 13 filed on September 30, 1994.)

(e) Recordkeeping Agreement in respect of Seligman
Henderson Global Portfolio. (Incorporated by
Reference to Post-Effective Amendment No. 10 filed
on April 26, 1993.)

(f) Form of Amendment to Recordkeeping Agreement (e) in
respect of Seligman Henderson Global Emerging
Companies Portfolio. (Incorporated by Reference to
Post-Effective Amendment No. 13 filed on September
30, 1994.)

(g) Form of Amendment to Custodian Agreement (a) in
respect of Seligman High-Yield Bond Portfolio. (To
be filed by amendment.)

(9) Other Material Contracts.
(a) Waiver of Buy/Sell Agreement between the Registrant
and The Mutual Benefit Life Insurance Company.
(Incorporated by Reference to Post-Effective
Amendment No. 10 filed on April 26, 1993.)
(b) Buy/Sell Agreement between Registrant and Canada
Life Insurance Company of America. (Incorporated by
Reference to Post-Effective Amendment No. 10 filed
on April 26, 1993.)

(c) Buy/Sell Agreement between Registrant and Canada
Life Insurance Company of America. (Incorporated by
Reference to Post-Effective Amendment No. 13 filed
on September 30, 1994.)

(d) Agency Agreement between Investors Fiduciary Trust
Company, acting as Transfer and Dividend Disbursing
Agent, and the Fund in respect of Seligman Capital,
Seligman Cash Management, Seligman Common Stock,
Seligman Fixed Income Securities, and Seligman
Income Portfolios. (Incorporated by Reference to
Pre-Effective Amendment No. 2 filed on May 24,
1988.)
(e) First Amendment to Agency Agreement between
Investors Fiduciary Trust Company, acting as
Transfer and Dividend Disbursing Agent, and the
Fund in respect of Seligman Henderson Global
Portfolio. (Incorporated by Reference to Post-
Effective Amendment No. 10 filed on April 26,
1993.)

(f) Second Amendment to Agency Agreement between
Investors Fiduciary Trust Company, acting as
Transfer and Dividend Disbursing Agent, and the
Fund in respect of Seligman Communications and
Information, Seligman Frontier, and Seligman
Henderson Global Emerging Companies Portfolios.
(Incorporated by Reference to Post-Effective
Amendment No. 13 filed on September 30, 1994.)

(g) Third Amendment to Agency Agreement between
Investors Fiduciary Trust Company, acting as
Transfer and Dividend Disbursing Agent, and the
Fund in respect of Seligman High-Yield Bond
Portfolio. (To be filed by amendment.)

(10) Opinion and Consent of Counsel.(*)

(11) Consent of independent auditors.(*)

(12) N/A.

<PAGE>
5

PART C. OTHER INFORMATION (continued)

(13) (a) Representation Re: Initial Capital (Purchase
Agreement for Seligman Capital, Seligman Cash
Management, Seligman Common Stock, Seligman Fixed
Income Securities, and Seligman Income Portfolios).
(Incorporated by Reference to Pre-Effective
Amendment No. 2 filed on May 24, 1988.)
(b) Representation Re: Initial Capital (Purchase
Agreement for Seligman Henderson Global Portfolio).
(Incorporated by Reference to Post-Effective
Amendment No. 10 filed on April 26, 1993.)

(14) The Seligman 401(K) Retirement Plan Marketing.
(Incorporated by Reference to Post-Effective Amendment
No. 3 filed on May 1, 1989.)

(15) N/A.

Item 25. Persons Controlled by or Under Common Control with
Registrant

None.

Item 26. Number of Holders of Securities

As of December 31, 1994, there were three record
holders of Capital Stock of the Registrant.

Item 27. Indemnification - Incorporated by reference to
Registrant's Post-Effective Amendment #6 (File No.
33-15253) as filed with the Commission on May 1,
1991.

Item 28. Business and Other Connections of Investment
Adviser

J. & W. Seligman & Co. Incorporated, a Delaware
Corporation ("Manager"), is the Registrant's
investment manager. The Manager also serves as
investment manager to sixteen 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, Seligman Income Fund, Inc.,
Seligman New Jersey Tax-Exempt Fund, Inc., Seligman
Pennsylvania Tax-Exempt Fund Series, Seligman
Quality Municipal Fund, Inc., Seligman Select
Municipal Fund, Inc., Seligman Tax-Exempt Fund
Series, Inc., Seligman Tax-Exempt Series Trust and
Tri-Continental Corporation.

The Subadviser also serves as subadviser to five
other associated investment companies. They are
Seligman Capital Fund, Seligman Common Stock Fund,
Seligman Communications and Information Fund,
Seligman Growth Fund, Seligman Henderson Global
Fund Series, Seligman Income Fund, the Global and
Global Smaller Companies Portfolios of Seligman
Portfolios, Inc. and Tri-Continental Corporation.

The Manager and Subadviser have an investment
advisory service division which provides investment
management or advice to private clients. The list
required by this Item 28 of officers and directors
of the Manager and the Subadviser, respectively,
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 the Manager and the Subadviser, respectively,
pursuant to the Investment Advisers Act of 1940
(SEC File Nos. 801-5798 and 801-4067), both of
which were filed on March 30, 1994.

Item 29. N/A

<PAGE>
6

PART C. OTHER INFORMATION (continued)

Item 30. Location of Accounts and Records - All accounts,
books and other documents required to be maintained
by Section 31(a) of the 1940 Act and the Rules (17
CFR 270.31a-1 to 31a-3) promulgated thereunder will
be maintained by the following:

Custodian and Recordkeeping Agent for Seligman
Capital, Seligman Cash Management, Seligman Common
Stock, Seligman Communications and Information,
Seligman Fixed Income Securities, Seligman
Frontier, Seligman High-Yield Bond, and Seligman
Income Portfolios: Investors Fiduciary Trust
Company, 127 West 10th Street, Kansas City,
Missouri 64105.

Custodian for Seligman Henderson Global Emerging
Companies and Seligman Henderson Global Portfolios:
Morgan Stanley Trust Company, One Pierrepont Plaza,
Brooklyn, New York 11201.

Recordkeeping Agent for Seligman Henderson Global
Emerging Companies and Seligman Henderson Global
Portfolios: Investors Fiduciary Trust Company, 127
West 10th Street, Kansas City, Missouri 64105.

Transfer, Redemption and Other Shareholder Account
Services for all Portfolios: Investors Fiduciary
Trust Company, 127 West 10th Street, Kansas City,
Missouri 64105.

Item 31. Management Services - None not discussed in the
Prospectus or Statement of Additional Information
for the Registrant.

Item 32. Undertakings -

(1) The Registrant undertakes to furnish to each person
to whom a prospectus is delivered a copy of the
Registrant's latest annual report to shareholders,
upon request and without charge.

(2) The Registrant undertakes to file a post-effective
amendment under the Securities Act of 1933 with
financial statements of the Seligman High-Yield
Bond Portfolio within four to six months of the
effective date of this Registration Statement.

<PAGE>
7

SIGNATURES

Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant
has duly caused this Post-Effective Amendment #14 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 14th day of February, 1995.

SELIGMAN PORTFOLIOS, INC.

By:
William C. Morris, Chairman*

Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment #14 to the Registration
Statement has been signed below by the following persons, in
the capacities indicated on February 14, 1995.

Signature Title

Chairman of the Board
William C. Morris* (Principal executive
officer) and Director

Director and President
Ronald T. Schroeder*

/s/ THOMAS G. ROSE Treasurer
Thomas G. Rose

Fred E. Brown, Director )
Alice S. Ilchman, Director )
John R. Merow, Director ) /s/ BRIAN T. ZINO
Betsy S. Michel, Director ) *Brian T. Zino,
Douglas R. Nichols, Jr., Director ) Attorney-In-Fact
James C. Pitney, Director )
James Q. Riordan, Director )
Herman J. Schmidt, Director )
Robert L. Shafer, Director )
James N. Whitson, Director )
Brian T. Zino, Director )

<PAGE>
1
Exhibit (1)

ARTICLES OF AMENDMENT AND RESTATEMENT

SELIGMAN PORTFOLIOS, INC.

WE, THE UNDERSIGNED, RONALD T. SCHROEDER AND CARL J. WHITE,
being the President and Secretary, respectively, of Seligman
Portfolios, Inc. (herein, the "Corporation"), certify that there are no
shares of the Corporation outstanding or entitled to vote, and further
certify that by action of the Board of Directors on April 12, 1988,
following the organizational meeting, the entire Board of Directors
unanimously approved the following as the Articles of Amendment and
Restatement of the Corporation.

FIRST: I, the subscriber, Nina O. Shenker, whose post office
address is One Bankers Trust Plaza, New York, New York 10006, being more
than 18 years of age, do, under and by virtue of the General Laws of the
State of Maryland authorizing the formation of corporations, form a
corporation.

SECOND: Name. The name of the corporation (which is
hereinafter called the "Corporation") is

SELIGMAN PORTFOLIOS, INC.

THIRD: Purposes and Powers. The purposes for which the
Corporation is formed and the business or objects to be carried on or
promoted by it are to engage in the business of an open-end investment
company, and in connection therewith, to hold part or all of its funds in
cash, to acquire by purchase, subscription, contract, exchange or
otherwise, and to own, hold for investment, resale or otherwise, sell,
assign, negotiate, exchange, transfer or otherwise dispose of, or turn to
account or realize upon, and generally to deal in and with, all forms of
stocks, bonds, debentures, notes, evidences of interest, evidences of
indebtedness, warrants, certificates of deposit, bankers' acceptances,
repurchase agreements, options on securities and other securities,
commodity futures contracts and options thereon, irrespective of their
form, the name by which they may be described, or the character or form of
the entities by which they are issued or created (hereinafter sometimes
called "Securities"), and to make payment therefor by any lawful means; to
exercise any and all rights, powers and privileges of individual ownership
or interest in respect of any and all such Securities; including the right

<PAGE>
2

to vote thereon and to consent and otherwise act with respect thereto; to
do any and all acts and things for the preservation, protection,
improvement and enhancement in value of any and all such Securities; to
acquire or become interested in any such Securities as aforesaid,
irrespective of whether or not such Securities be fully paid or subject to
further payments, and to make payments thereon as called for or in advance
of calls or otherwise.

And, in general, to do any or all such other things in
connection with the objects and purposes of the Corporation hereinbefore
set forth, as are, in the opinion of the Board of Directors of the
Corporation, necessary, incidental, relative or conducive to the attainment
of such objects and purposes; and to do such acts and things; and to
exercise any and all such powers to the same extent authorized or permitted
to a Corporation under any laws that may be now or hereafter applicable or
available to the Corporation.

In addition, the Corporation may issue, sell, acquire through
purchase, exchange, or otherwise hold, dispose of, resell, transfer,
reissue or cancel shares of its capital stock in any manner and to the
extent now or hereafter permitted by the laws of Maryland and by these
Amended and Restated Articles of Incorporation.

The foregoing matters shall each be construed as purposes,
objects and powers, and none of such matters shall be in any wise limited
by reference to, or inference from, any other of such matters or any other
Article of these Amended and Restated Articles of Incorporation, but shall
be regarded as independent purposes, objects and powers and the enumeration
of specific purposes, objects and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or the general powers
of the Corporation now or hereafter conferred by the laws of the State of
Maryland, nor shall the expression of one thing be deemed to exclude
another, although it be of like nature, not expressed.

Nothing herein contained shall be construed as giving the
Corporation any rights, powers or privileges not permitted to it by law.

FOURTH: Principal Office. The post office address of the
principal office of the Corporation in this State is c/o The Corporation
Trust Incorporated, 32 South Street, Baltimore, Maryland 21202. The
resident agent of the Corporation is The Corporation Trust Incorporated,
the post office address of which is 32 South Street, Baltimore,

<PAGE>
3

Maryland 21202. Said resident agent is a Corporation of the State of
Maryland.

FIFTH: Capital Stock.

A. The total number of shares of all classes of stock which
the Corporation has authority to issue is 1,000,000,000 shares of Common
Stock ("Shares") of the par value of $.001 each, having an aggregate par
value of $1,000,000. The Shares shall initially constitute ten classes,
designated as:

"Seligman Capital Portfolio";
"Seligman Cash Management Portfolio";
"Seligman Common Stock Portfolio";
"Seligman Communications and Information Portfolio";
"Seligman Fixed Income Securities Portfolio";
"Seligman Frontier Portfolio";
"Seligman Henderson Global Portfolio";
"Seligman Henderson Global Smaller Companies Portfolio";
"Seligman High-Yield Bond Portfolio";
and "Seligman Income Portfolio"

each consisting of 20,000,000 shares except for Seligman Cash Management
Portfolio which consists of 100,000,000 shares (such ten classes together
with any further class or classes of shares from time to time created by
the Board of Directors, being herein referred to individually as a "Class"
and collectively as "Classes"). The Board of Directors of the Corporation
shall have the power and authority (a) to increase and decrease the
aggregate number of Shares of stock or the number of Shares of stock of any
Class that the Corporation has authority to issue and (b) to classify or
reclassify any unissued shares 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
redemption of such unissued Shares, provided that, upon the creation of any
further class or classes, the Board of Directors shall, for purposes of
identification, also have the power and authority to designate a name for
the existing class that includes issued Shares of Common Stock.

B. A description of the relative preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of all Classes of
Shares is as follows, unless otherwise set forth in the Articles Supple-
mentary filed with the Maryland State Department of Assessments and
Taxation describing any further Class or Classes from time to time created
by the Board of Directors:

<PAGE>
4

(i) Assets Belonging to Class. All consideration received by
the Corporation for the issue or sale of Shares of a particular
Class, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to that Class for all purposes, subject only
to the rights of creditors, and shall be so recorded upon the books
of the account of the Corporation. Such consideration, assets,
income, earnings, profits and proceeds, including any proceeds
derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds,
in whatever form the same may be, together with any General Asset
Items (as hereinafter defined) allocated to that Class as provided in
the following sentence, are herein referred to as "assets belonging
to" that Class. In the event that there are any assets, income,
earnings, profits or proceeds thereof, funds or payments which are
not readily identifiable as belonging to any particular Class
(collectively "General Asset Items"), the Board of Directors shall
allocate such General Asset Items to and among any one or more of the
Classes created from time to time in such manner and on such basis as
it, in its sole discretion, deems fair and equitable; and any General
Asset Items so allocated to a particular Class shall belong to that
Class. Each such allocation by the Board of Directors shall be
conclusive and binding upon the stockholders of all Classes for all
purposes.

(ii) Liabilities Belonging to Class. The assets belonging to
each particular Class shall be charged with the liabilities of the
Corporation in respect of that Class and with all expenses, costs,
charges and reserves attributable to that Class, and shall be so
recorded upon the books of account of the Corporation. Such
liabilities, expenses, costs, charges and reserves, together with any
General Liability Items (as hereinafter defined) allocated and
charged to that Class as provided in the following sentence, are
herein referred to as "liabilities belonging to" that Class. In the
event there are any general liabilities, expenses, costs, charges or
reserves of the Corporation which are not readily identifiable as
belonging to any particular Class (collectively "General Liability
Items"), the Board of Directors shall allocate and charge such
General Liability Items to and among any

<PAGE>
5

one or more of the Classes created from time to time in such manner
and on such basis as the Board of Directors in its sole discretion
deems fair and equitable; and any General Liability Items so allocated
and charged to a particular Class shall belong to that Class. Each
such allocation and charge by the Board of Directors shall be conclusive
and binding upon the stockholders of all Classes for all purposes.

(iii) Dividends. Dividends and distributions on Shares of a
particular Class may be paid to the holders of Shares of that Class
at such times, in such manner and from such of the income and capital
gains, accrued or realized, from the assets belonging to that Class,
after providing for actual and accrued liabilities belonging to that
Class, as the Board of Directors may determine.

(iv) Liquidation. In event of the liquidation or dissolution
of the Corporation, the stockholders of each Class that has been
created shall be entitled to receive, as a Class, when and as
declared by the Board of Directors, the excess of the assets
belonging to that Class over the liabilities belonging to that Class.
The assets so distributable to the stockholders of any particular
Class shall be distributed among such stockholders in proportion to
the number of Shares of that Class held by them and recorded on the
books of the Corporation.

(v) Voting. On each matter submitted to vote of the
stockholders, each holder of a Share shall be entitled to one vote
for each such Share standing in his name on the books of the
Corporation irrespective of the Class thereof and all Shares of all
Classes shall vote as a single Class ("Single Class Voting");
provided, however, that (A) as to any matter with respect to which a
separate vote of any Class is required by the Investment Company Act
of 1940 or would be required under the Maryland General Corporation
Law, such requirements as to a separate vote by that Class shall
apply in lieu of Single Class Voting as described above; (B) in the
event that the separate vote requirements referred to in (A) above
apply with respect to one or more Classes, then, subject to (C)
below, the Shares of all other Classes shall vote as a single Class;
and (C) as to any matter which does not affect the interest of a
particular Class, only the holders of Shares of the one or more
affected Classes shall be entitled to vote.

<PAGE>
6

(vi) Equality. All Shares of each particular Class shall
represent an equal proportionate interest in the assets belonging to
that Class (subject to the liabilities belonging to that Class), and
each Share of any particular Class shall be equal to each other Share
of that Class; but the provisions of this sentence shall not restrict
any distinctions permissible under these Amended and Restated
Articles of Incorporation that may exist with respect to stockholder
elections to receive dividends or distributions in cash or Shares of
the same Class or that may otherwise exist with respect to dividends
and distributions on Shares of the same Class.

C. No holder of Shares shall be entitled as such, as a matter
of right, to purchase or subscribe for any part of any new or additional
issue of Shares or securities of the Corporation. All Shares now or
hereafter authorized, and of any Class, shall be "subject to redemption"
and "redeemable", in the sense used in the General Laws of the State of
Maryland authorizing the formation of corporations, at the redemption or
repurchase price for shares of that Class, determined in the manner set out
in these Amended and Restated Articles of Incorporation or in any amendment
hereto. In the absence of any contrary specification as to the purpose for
which Shares are repurchased by it, all Shares so repurchased shall be
deemed to be "acquired for retirement" in the sense contemplated by the
laws of the State of Maryland. Shares retired by repurchase or retired by
redemption shall thereafter have the status of authorized by unissued
Shares of the Corporation. All persons who shall acquire Shares shall
acquire the same subject to the provisions of these Amended and Restated
Articles of Incorporation.

SIXTH: Directors. The Corporation has two directors in
office, each of whom will serve as directors until the first annual meeting
of shareholders and until their successors are elected and qualify; the
names of the two directors in office are Fred E. Brown and Ronald T.
Shroeder. The number of directors in office may be changed from time to
time in such lawful manner as the By-Laws of the Corporation shall provide.

SEVENTH: Provisions for Defining, Limiting and Regulating the
Powers of the Corporation, Directors and Stockholders.

A. Board of Directors: The Board of Directors shall have the
general management and control of the business and property of the
Corporation, and may exer

<PAGE>
7

cise all the powers of the Corporation, except such as are by statute
or by these Amended and Restated Articles of Incorporation or by the
By-Laws conferred upon or reserved to the stockholders. In furtherance
and not in limitation of the powers conferred by statute, the Board of
Directors is hereby empowered: (1) To authorize the issuance and sale,
from time to time, of Shares of any Class whether for cash at not less
than the par value thereof or for such other consideration as the Board
of Directors may deem advisable, in the manner and to the extent now or
hereafter permitted by the laws of Maryland; provided, however, the
consideration (or the value thereof as determined by the Board of
Directors) per share to be received by the Corporation upon the sale of
shares of any Class (including Treasury Shares) shall not be less than
the net asset value (determined as provided in Article NINTH hereof)
per Share of that Class outstanding at the time (determined by the
Board of Directors) as of which the computation of such net asset value
shall be made; (2) to authorize the execution and performance by the
Corporation of an agreement or agreements with J. & W. Seligman & Co.
Incorporated, a Delaware corporation, or any successor to such
corporation ("Seligman") providing for the investment and other
operations of the Corporation; (3) to authorize the execution and
performance by the Corporation of an agreement or agreements, which
may be exclusive contracts, with Seligman Marketing, Inc., a Delaware
corporation, or any other person, as distributor, providing for the
distribution of Shares of any Class; (4) to authorize the execution
and performance by the Corporation of an agreement with The Mutual
Benefit Life Insurance Company ("Mutual Benefit") on behalf of Mutual
Benefit Variable Contract Account 9, regarding the sale of Shares of
the Corporation of any class to such Account in accordance with the
provisions of these Articles of Incorporation; and (5) to specify, in
instances in which it may be desirable, that Shares of any Class
repurchased by the Corporation are not acquired for retirement and to
specify the purpose for which such Shares are repurchased. The
Corporation may in its By-Laws confer powers on the Board of Directors
in addition to the powers expressly conferred by statute.

B. Quorum; Adjournment; Majority Vote: No presence in person
or by proxy of the holders of one-third of the Shares of all Classes
issued and outstanding and entitled to vote thereat shall constitute
a quorum for the transaction of any business at all meetings of the

<PAGE>
8

shareholders except as otherwise provided by law or in these Amended
and Restated Articles of Incorporation and except that where the
holders of Shares of any Class are entitled to a separate vote as a
Class (a "Separate Class") or where the holders of Shares of two or
more (but not all) Classes are required to vote as a single Class
(a "Combined Class"), the presence in person or by proxy of the
holders of one-third of the Shares of that Separate Class or Combined
Class, as the case may be, issued and outstanding and entitled to
vote thereat shall constitute a quorum for such vote. If, however, a
quorum with respect to all Classes, a Separate Class or a Combined
Class, as the case may be, shall not be present or represented at any
meeting of the shareholders, the holders of a majority of the Shares
of all Classes, such Separate Class or such Combined Class, as the case
may be, present in person or by proxy and entitled to vote shall have
power to adjourn the meeting from time to time as to all Classes, such
Separate Class or such Combined Class, as the case may be, without
notice other than announcement at the meeting, until the requisite
number of Shares entitled to vote at such meeting shall be present. At
such adjourned meeting at which the requisite number of Share entitled
to vote thereat shall be represented any business may be transacted
which might have been transacted at the meeting as originally notified.
The absence from any meeting of stockholders of the number of Shares in
excess of one-third of the Shares of all Classes or of the affected
Class or Classes, as the case may be, which may be required by the laws
of the State of Maryland, the Investment Company Act of 1940 or any other
applicable law, or these Amended and Restated Articles of Incorporation,
for action upon any given matter shall not prevent action of such meeting
upon any other matter or matters which may properly come before the
meeting, if there shall be present thereat, in person or by proxy,
holders of the number of Shares required for action in respect of such
other matter or matters. Notwithstanding any provision of law requiring
any action to be taken or authorized by the holders of a greater
proportion than a majority of the Shares of all Classes or of the Shares
of a particular Class or Classes, as the case may be, entitled to vote
thereon, such action shall be valid and effective if taken or authorized
by the affirmative vote of the holders of a majority of the Shares of
all Classes or of such Class or Classes, as the case may be, outstanding
and entitled to vote thereon.

<PAGE>
9

EIGHTH: Redemptions and Repurchases.

A. The Corporation shall under some circumstances redeem, and
may under other circumstances redeem or repurchase, Shares as follows:

1. Obligation of the Corporation to Redeem Shares: Each
holder of Shares of any Class shall be entitled at his option to
require the Corporation to redeem all or any part of the Shares of
that Class owned by such holder, upon written or telegraphic request
to the Corporation or its designated agent, accompanied by surrender
of any certificate or certificates for such shares, or such other
evidence of ownership as shall be specified by the Board of
Directors, for the proportionate interests per Share in the assets of
the Corporation belonging to that Class, or the cash equivalent
thereof (being the net asset value per Share of that Class determined
as provided in Article NINTH hereof), subject to and in accordance
with the provisions of paragraph B of this Article.

2. Right of the Corporation to Redeem Shares. In
addition the Board of Directors may, from time to time in its
discretion, authorize the Corporation to require the redemption of
all or any part of the outstanding Shares of any Class, for the
proportionate interest per Share in the assets of the Corporation
belonging to that Class, or the cash equivalent thereof (being the
net asset value per Share of that Class determined as provided in
Article NINTH hereof), subject to and in accordance with the
provisions of paragraph B of this Article, upon the sending of
written notice thereof to each stockholder any of whose Shares are so
redeemed and upon such terms and conditions as the Board of Directors
shall deem advisable.

3. Right of the Corporation to Repurchase Shares. In
addition the Board of Directors may, from time to time in its
discretion, authorize the officers of the Corporation to repurchase
Shares of any Class, either directly or through an agent, subject to
and in accordance with the provisions of paragraph B of this Article.
The price to be paid by the Corporation upon any such repurchase
shall be determined, in the discretion of the Board of Directors, in
accordance with any provision of the Investment Company Act of 1940
or any rule or regulation thereunder, including any rule or
regulation made or adopted pursuant to Section 22 of the Investment
Company Act of 1940 by the Securities

<PAGE>
10

and Exchange Commission or any securities association registered under
the Securities Exchange Act of 1934.

B. The following provisions shall be applicable with respect
to redemptions and repurchases of Shares of any Class pursuant to
paragraph 4 hereof:

1. The time as of which the net asset value per Share of
a particular Class applicable to any redemption pursuant to
subparagraph A(1) or A(2) of this Article shall be computed shall be
such time as may be determined by or pursuant to the direction of the
Board of Directors (which time may differ from Class to Class).

2. Any certificates for Shares of any Class to be
redeemed or repurchased shall be surrendered in proper form for
transfer, together with such proof of the authenticity of signatures
as may be required by resolution of the Board of Directors.

3. Payment of the redemption or repurchase price by the
Corporation or its designated agent shall be made in cash within
seven days after the time used for determination of the redemption or
repurchase price, but in no event prior to delivery to the Corpora-
tion or its designated agent of any certificate or certificates for
the Shares of the particular Class so redeemed or repurchased, or of
such other evidence of ownership as shall be specified by the Board
of Directors; except that any payment may be made in whole or in part
in securities or other assets of the Corporation belonging to that
Class if, in the event of the closing of the New York Stock Exchange
or the happening of any event at any time prior to actual payment
which makes the liquidation of Securities in orderly fashion
impractical or impossible, the Board of Directors shall determine
that payment in cash would be prejudicial to the best interests of
the remaining stockholders of that Class. In making any such payment
in whole or in part in Securities or other assets of the Corporation
belonging to that Class, the Corporation shall, as nearly as may be
practicable, deliver Securities or other assets of a gross value
(determined in the manner provided in Article NINTH hereof)
representing the same proportionate interest in the Securities and
other assets of the Corporation belonging to that class as is
represented by the Shares of that Class so to be paid for. Delivery
of the Securities included in any such payment shall be made as
promptly as any necessary

<PAGE>
11

transfers on the books of the several corporations whose Securities
are to be delivered may be made.

4. The right of the holder of Shares of any Class
redeemed or repurchased by the Corporation as provided in this
Article to receive dividends thereon and all other rights of such
holder with respect to such Shares shall forthwith cease and
terminate from and after the time of which the redemption or repur-
chase price of such Shares has been determined (except the right of
such holder to receive (a) the redemption or repurchase price of such
Shares from the Corporation or its designated agent, in cash and/or
in securities or other assets of the Corporation belonging to that
Class, and (b) any dividend to which such holder had previously
become entitled as the record holder of such Shares on the record
date for such dividend, and, with respect to such Shares otherwise
entitled to vote, except the right of such holder to vote at a
meeting of stockholders such Shares owned of record by him on the
record date for such meeting).

NINTH: Determination of Net Asset Value. For the purposes
referred to in Articles SEVENTH and EIGHTH hereof the net asset value per
Share of any Class shall be determined by or pursuant to the direction of
the Board of Directors in accordance with the following provisions:

A. Such net asset value per Share of a particular Class on any
day shall be computed an follows:

The net asset value per Share of that Class shall be the
quotient obtained by dividing the "net value of the assets" of the
Corporation belonging to that Class by the total number of Shares of
that Class at the time deemed to be outstanding (including Shares
sold whether paid for and issued or not, and excluding Shares
redeemed or repurchased on the basis of previously determined values,
whether paid for, received and held in treasury, or not).

The "net value of the assets" of the Corporation
belonging to a particular Class shall be the "gross value" of the
assets belonging to that Class after deducting the amount of all
expenses incurred and accrued and unpaid belonging to that Class,
such reserves belonging to that Class as may be set up to cover taxes
and any other liabilities, and such other deductions belonging to
that Class as in the opinion of the officers of the Corporation are
in accordance with accepted accounting practice.

<PAGE>
12

The "gross value" of the assets belonging to a particular
Class shall be the amount of all cash and receivables and the market
value of all Securities and other assets held by the Corporation and
belonging to that Class at the time as of which the determination is
made. Securities held shall be valued at market value or, in the
absence of readily available market quotations, at fair value, both
as determined pursuant to methods approved by the Board of Directors
and in accordance with applicable statutes and regulations.

B. The Board of Directors is empowered, in its absolute
discretion, to establish other methods for determining such net asset value
whenever such other methods are redeemed by it to be necessary or desirable
and are consistent with the provisions of the Investment Company Act of
1940 and the rules and regulations thereunder.

TENTH: Determination Binding. Any determination made by or
pursuant to the direction of the Board of Directors in good faith, and so
far as accounting matters are involved in accordance with accepted
accounting practices, as to the amount of the assets, obligations or
liabilities of the Corporation belonging to any Class, as to the amount of
the net income of the Corporation belonging to any Class for any period or
amounts that are any time legally available for payment of dividends on
Shares of any Class, as to the amount of any reserves or charges set upon
with respect to any Class and the propriety thereof, as to the time of or
purpose for treating any reserves or charges with respect to any Class, as
to the use, alteration or cancellation of any reserves or charges with
respect to any Class (whether or not any obligation or liability for which
such reserves or charges shall have been created shall have been paid or
discharged or shall be then or thereafter required to be paid or
discharged), as to the price or closing bid or asked price of any security
owned or held by the Corporation and belonging to any Class, as to the
market value of any security or fair value of any other asset owned by the
Corporation and belonging to any Class, as to the number of Shares of any
Class outstanding or deemed to be outstanding, as to the impracticability
or impossibility of liquidating Securities in an orderly fashion, as to the
extent to which it is practicable to deliver the proportionate interest in
the Securities and other assets of the Corporation belonging to any Class
redeemed or repurchased in payment for any such Shares, as to the method of
payment for any such Shares redeemed or repurchased, or as to any other
matters relating to the issue, sale, redemption, repurchase, and/or other
acquisition or disposition of Securities or Shares of the Corporation,
shall be final and conclusive and shall be

<PAGE>
13

binding upon the Corporation and all holders of Shares of all Classes past,
present and future, and Shares of all Classes are issued and sold on the
condition and understanding that any and all such determinations shall be
binding as aforesaid. No provision of these Amended and Restated Articles
of Incorporation shall be effective to bind any person to waive compliance
with any provision of the Securities Act of 1933 or the Investment Company
Act of 1940 or of any valid rule, regulation or order of the Securities and
Exchange Commission thereunder.

ELEVENTH: Liability and Indemnification of Directors and
Officers.

A. 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 Investment Company Act of 1940) as currently in effect or as
the same may hereafter be amended. No amendment, modification or repeal of
this Article ELEVENTH, Paragraph A shall adversely affect any right or
protection of a director or officer that exists at the time of such
amendment, modification or repeal.

B. The Corporation shall indemnify to the fullest extent
permitted by law (including the Investment Company Act of 1940) as
currently in effect or as the same may hereafter be amended, any person
made or threatened to be made a party to any action, suit or proceeding,
whether criminal, civil, administrative or investigative, by reason of the
fact that such person or such person's testator or intestate is or was a
director or officer of the Corporation or serves or served at the request
of the Corporation any other enterprise as a director or officer. To the
fullest extent permitted by law (including the Investment Company Act of
1940) as currently in effect or as the same may hereafter be amended,
expenses incurred by any such person in defending any such action, suit or
proceeding shall be paid or reimbursed by the Corporation promptly upon
receipt by it of an undertaking of such person to repay such expenses if it
shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation. The rights provided to any person by this
Article ELEVENTH, Paragraph B shall be enforceable against the Corporation
by such person who shall be presumed to have relied upon it in serving or
continuing to serve as a director or officer as provided above. No
amendment of this Article ELEVENTH, Paragraph B shall impair the rights of
any person arising at any time with respect to events occurring prior to
such amendment.

<PAGE>
14

For purposes of this Article ELEVENTH, Paragraph B, the term "Corporation"
shall include any predecessor of the Corporation and any constituent
corporation (including any constituent of a constituent) absorbed by the
Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture or trust.

TWELFTH: Amendments. The Corporation reserves the right to
take any lawful action and to make any amendment of these Amended and
Restated Articles of Incorporation, including the right to make any
amendment which changes the terms of any Shares of any Class now or
hereafter authorized by classification, reclassification, or otherwise, and
to make any amendment authorizing any sale, lease, exchange or transfer of
the property and assets of the Corporation or belonging to any Class or
Classes as an entirety, or substantially as an entirety, with or without
its good will and franchise, if a majority of all the Shares of all Classes
or of the affected Class or Classes, as the case may be, at the time issued
and outstanding and entitled to vote, vote in favor of any such action or
amendment, or consent thereto in writing, and reserves the right to make
any amendment of these Amended and Restated Articles of Incorporation in
any form, manner or substance now or hereafter authorized or permitted by
law.

IN WITNESS WHEREOF, the undersigned President and Secretary of
Seligman Portfolios, Inc. have executed the foregoing Articles of Amendment
And Restatement and hereby acknowledge the same to be the act of Seligman
Portfolios, Inc., and further acknowledge that, to the best of their
knowledge, information and belief the matters and facts set forth therein
are true in all material respects under the penalties of perjury.

Dated the 12th day of April, 1988

_________________________
Ronald T. Schroeder

_________________________
Carl J. White

<PAGE>
1
Exhibit (5)(a)

FORM OF
MANAGEMENT AGREEMENT

MANAGEMENT AGREEMENT, dated as of _________________, 1995
between SELIGMAN PORTFOLIOS, INC., a Maryland corporation (the
"Corporation"), on behalf of Seligman High-Yield Bond
Portfolio (the "Portfolio"), and J. & W. SELIGMAN & CO.
INCORPORATED, a Delaware corporation (the "Manager").

WHEREAS, the Corporation is an open-end diversified management
investment company registered under the Investment Company Act
of 1940, as amended (the "1940 Act"); and

WHEREAS, the Corporation desires to retain the Manager to
render or contract to obtain as hereinafter provided
investment management services to the Corporation, and to
administer the business and other affairs of the Corporation
and the Manager is willing to render such services;

Now, therefore, in consideration of the mutual agreements
herein made, the parties hereto agree as follows:

1. DUTIES OF THE MANAGER. The Manager shall, subject to
the control of the Board of Directors of the Corporation,
manage the affairs of the Portfolio as hereinafter defined,
including, but not limited to, continuously providing the
Corporation with investment management, including investment
research, advice and supervision, determining which securities
shall be purchased or sold by the Portfolio, making purchases
and sales of securities on behalf of the Portfolio and
determining how voting and other rights with respect to
securities of the Portfolio 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 1940
Act and other applicable law. In connection with the
performance of its duties hereunder, 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 Portfolio. 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 Portfolio
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.

<PAGE>
2

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 or the Portfolio,
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, expenses 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.

3. COMPENSATION. (a) As compensation for the services
performed and the facilities and personnel provided by the
Manager pursuant to Section 1, the Portfolio 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 0.50% of
the average daily net assets attributable to the Portfolio.

(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 allocation of portfolio transactions as set forth in the
Registration Statement and Prospectus(es) of the Corporation
or as the Board of Directors of the Corporation may direct
from time to time. In providing the Portfolio 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 Portfolio that the Manager 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 Portfolio than may result
when allocating

<PAGE>
3

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 Portfolio 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 Portfolio.

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 Portfolio, 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 Portfolio 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, 1996, 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 Portfolio in writing at least 60 days prior to
such December 31 or prior to December 31 of any year
thereafter that it does not desire such continuance. This
Agreement may be terminated at any time with respect to the
Portfolio, without payment of any 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 Portfolio (as defined
by the 1940 Act). This Agreement will 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 and the Portfolio's
name, is a property right of the Manager. The Portfolio
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 and the Portfolio will take such action as may
be required to provide its consent to the use of the word
"Seligman", or any combination or

<PAGE>
4

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 and the Portfolio 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,
trustees and shareholders 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 on behalf of the
Portfolio and the Manager have caused this Agreement to be
executed by their duly authorized officers as of the date
first above written.

SELIGMAN PORTFOLIOS, INC.

BY__________________________________

J. & W. SELIGMAN & CO. INCORPORATED

BY__________________________________