SELIGMAN PORTFOLIOS INC/NY, PRES14A, 1996-08-14

SELIGMAN PORTFOLIOS INC/NY
PRES14A, 1996-08-14

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<PAGE>
SCHEDULE 14A INFORMATION

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

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

Check the appropriate box:

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

SELIGMAN PORTFOLIOS, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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

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

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

2) Aggregate number of securities to which transaction
applies:

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

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

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

4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

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

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

1) Amount Previously Paid:

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

2) Form, Schedule or Registration Statement No.:

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

3) Filing Party:

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

4) Date Filed:

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

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SELIGMAN PORTFOLIOS, INC.
100 Park Avenue, New York, New York 10017

New York City Telephone: (212) 850-1864
Toll-Free Telephone: (800) 221-2450 -- All continental United States

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

To the Shareholders:

A Special Meeting of Shareholders (the 'Meeting') of Seligman Portfolios,
Inc., a Maryland corporation (the 'Fund'), will be held at the offices of the
Fund, 100 Park Avenue, New York, New York 10017 on September 30, 1996 at 9:30
A.M., for the following purposes:

(1) To elect thirteen Directors;

(2) To act on a proposal to ratify the selection of Ernst & Young LLP as
independent auditors of the Fund for 1996;

(3) To act on a proposal to change the investment objective of the Fund's
Seligman Henderson Global Portfolio; and

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

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

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

By order of the Board of Directors,
/s/ FRANK J NASTA
Secretary

Dated: New York, New York, August , 1996

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

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY. A PROXY WILL
NOT BE REQUIRED FOR ADMISSION TO THE MEETING.
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<PAGE>
August , 1996

SELIGMAN PORTFOLIOS, INC.
100 PARK AVENUE, NEW YORK, NEW YORK 10017
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 30, 1996

This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Board of Directors of Seligman Portfolios, Inc.
(the 'Fund') to be used at the Special Meeting of Shareholders (the 'Meeting')
to be held in New York, New York on September 30, 1996.

The Fund offers shares of twelve separate portfolios, each of which is a
separate pool of assets constituting, in effect, a separate fund with its own
investment objectives and policies. The names of the twelve portfolios are
listed below. Proposals 1 and 2 will be voted upon by the shareholders of all
twelve portfolios, collectively. Proposal 3 will be voted upon by the
shareholders of the Seligman Henderson Global Portfolio (the 'Global Portfolio')
individually.

<TABLE>
<CAPTION>
ALL
PORTFOLIOS, GLOBAL
PROPOSAL COLLECTIVELY PORTFOLIO ONLY
- ------------------------------------------------------------------- -------------- --------------

<S> <C> <C>
(1) Election of thirteen Directors X
(2) Ratification of the Selection of Ernst & Young LLP as auditors X
of the Fund for 1996
(3) Approval of proposal to change the investment objective of the X
Global Portfolio
</TABLE>

If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, the
shares over which you exercise voting power will be voted in accordance with
your instructions. If you give no instructions, your shares will be voted
(i) for the election of thirteen Directors, (ii) for the ratification of the
selection of auditors, and (iii) with respect to the Global Portfolio, for the
proposed change in the investment objective, and, at the discretion of the Proxy
holders, on any other matter which may properly come before the Meeting or any
adjournment thereof. You may revoke your Proxy or change it by written notice to
the Fund (Attention: the Secretary) or by notice at the Meeting at any time
prior to the time it is voted.

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

<TABLE>
<CAPTION>
PORTFOLIOS SHARES
---------- ------
<S> <C>
Seligman Capital Portfolio 757,138
Seligman Cash Management Portfolio 9,975,060
Seligman Common Stock Portfolio 1,988,583
Seligman Communications and Information Portfolio 3,841,651
Seligman Fixed Income Securities Portfolio 478,713
Seligman Frontier Portfolio 1,453,386
Seligman Henderson Global Growth Opportunities Portfolio 33,381
Seligman Henderson Global Portfolio 442,965
Seligman Henderson Global Smaller Companies Portfolio 916,812
Seligman Henderson Global Technology Portfolio 63,438
Seligman High-Yield Bond Portfolio 676,691
Seligman Income Portfolio 1,155,354
</TABLE>

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

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

Except for shares issued to affiliates of J. & W. Seligman & Co.
Incorporated (the 'Manager'), the Fund's shareholders are the Mutual Benefit
Variable Contract Account 9
3

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('VCA 9'), a 'separate account' of The Mutual Benefit Life Insurance Company
('Mutual Benefit Life'); and Canada Life of America Variable Annuity Account 1
('CLAVA 1'), Canada Life of America Variable Annuity Account 2 ('CLAVA 2'),
Canada Life of America Annuity Account 2 ('CLAAA 2'), Canada Life of
America Annuity Account 3 ('CLAAA 3'), Canada Life of New York Variable Annuity
Account 1 ('CLNYVA 1') and Canada Life of New York Variable Annuity Account 2
('CLNYVA 2'), each of which is a separate account of either Canada Life
Insurance Company of America or Canada Life Insurance Company of New York.

VCA 9, CLAVA 1, CLAVA 2, CLNYVA 1 and CLNYVA 2 are each separate accounts
which fund variable annuity contracts which invest in the Fund and, in
accordance with current policies of the Securities and Exchange Commission,
voting power over the Fund's shares with respect to such contracts will
be exercisable by the owners of such contracts (the 'Contract Owners').
With respect to tax-qualified group plans which are also offered under VCA 9,
annuitants ('Annuitants') have the right to instruct Contract Owners how to cast
applicable votes with respect to their own purchase payments under such plans.
The number of shares of each Portfolio that a particular Contract Owner will be
entitled to vote will generally be determined by dividing the value of his
interest in each sub-account of the specific contract by the net asset value per
share of the appropriate Portfolio.

CLAAA 2 and CLAAA 3 are each unregistered separate accounts that fund
pension plan contracts. Each separate account invests in the Fund. The trustees
of the individual pension plans (the 'Plan Trustees') have the authority to vote
the shares held in their respective plans.

Fund shares held by an account for which no voting instructions are
received will be voted on each matter in the same proportion as such shares in
that sub-account for which voting instructions are received. The Fund's
investment adviser is J. & W. Seligman & Co. Incorporated. Seligman Henderson
Co. serves as subadviser for each of the Fund's 'Seligman Henderson' Portfolios.
The Fund's distributor (principal underwriter) is Seligman Financial Services,
Inc. The address of each of these entities is 100 Park Avenue, New York, New
York 10017. The Fund will furnish, without charge, copies of its most recent
annual report and semi-annual report to any Contract Owner, Plan Trustee or
Annuitant upon request to Seligman Financial Services, Inc. at 1-800-221-2783.
The transfer agent with respect to VCA-9 is Vantage Computer Systems, 301 W.
11th, Kansas City, MO 64105, 1-800-521-2379. The transfer agent with respect to
CLAVA 1, CLAVA 2, CLAAA 2 and CLAAA 3 is Canada Life Insurance Company of
America, 6201 Powers Ferry Road, NW, Atlanta, GA 30339, 1-800-333-2542. The
transfer agent with respect to CLNYVA 1 and CLNYVA 2 is Canada Life Insurance
Company of New York, 500 Mamaroneck Avenue, Harrison, NY 10528, 1-914-835-8400.

<PAGE>

<PAGE>
It is expected that the Notice of Special Meeting, Proxy Statement and form
of Proxy will first be mailed to Contract Owners, Plan Trustees or Annuitants on
or about August , 1996.

A. ELECTION OF DIRECTORS.
(Proposal 1)

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

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

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

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND OTHER INFORMATION SHARES OF THE FUND'S
CAPITAL STOCK
NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY
FIRST BECAME A PERSONS' OF THE FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR
DIRECTOR AND INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF
(AGE) OF THEIR STATED ASSOCIATIONS. JULY 15, 1996
<C> <S> <C>
- ------------------------ -------------------------------------------------------- -------------------
Fred E. Brown* DIRECTOR OR TRUSTEE, VARIOUS ORGANIZATIONS, NEW YORK, NY. - 0 -
1983 Mr. Brown is a Director or Trustee of each of the
(83) Seligman Group investment companies;`D' Director of, and
Consultant to, J. & W. Seligman & Co. Incorporated;
[Photo] Director of Seligman Financial Services, Inc. and
Seligman Services, Inc., and Trustee of Lake Placid
Education Foundation, Lake Placid Center for the Arts and
Trudeau Institute, Inc.; formerly, Director of J. & W.
Seligman Trust Company and Seligman Securities, Inc.
</TABLE>

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<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND OTHER INFORMATION SHARES OF THE FUND'S
CAPITAL STOCK
NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY
FIRST BECAME A PERSONS' OF THE FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR
DIRECTOR AND INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF
(AGE) OF THEIR STATED ASSOCIATIONS. JULY 15, 1996
- ------------------------ -------------------------------------------------------- -------------------
<C> <S> <C>
John R. Galvin DEAN OF THE FLETCHER SCHOOL OF LAW AND DIPLOMACY AT TUFTS - 0 -
1995 UNIVERSITY, MEDFORD, MA. General Galvin is Director or
Trustee of each of the Seligman Group investment
(67) companies;`D' Chairman of the American Council on
Germany; a Governor of the Center for Creative
[Photo] Leadership; Director of USLIFE, National Committee on
U.S. - China Relations, National Defense University and
the Institute for Defense Analysis; and Consultant of
Thomson CSF; formerly, Ambassador, U.S. State Department,
Distinguished Policy Analyst at Ohio State University and
Olin Distinguished Professor of National Security Studies
at the United States Military Academy. From June, 1987 to
June, 1992, he was the Supreme Allied Commander, Europe
and the Commander-in-Chief, United States European
Command.

Alice S. Ilchman PRESIDENT, SARAH LAWRENCE COLLEGE, BRONXVILLE, NY. Dr. - 0 -
1991 Ilchman is a Director or Trustee of each of the Seligman
(61) Group investment companies;`D' Chairman of The
Rockefeller Foundation; and Director of NYNEX and The
[Photo] Committee for Economic Development; formerly, Trustee of
The Markle Foundation and Director of International
Research & Exchange Board.
</TABLE>

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND OTHER INFORMATION SHARES OF THE FUND'S
CAPITAL STOCK
NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY
FIRST BECAME A PERSONS' OF THE FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR
DIRECTOR AND INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF
(AGE) OF THEIR STATED ASSOCIATIONS. JULY 15, 1996
- ------------------------ -------------------------------------------------------- -------------------
<C> <S> <C>
Frank A. McPherson CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, - 0 -
1995 KERR-MCGEE CORPORATION, OKLAHOMA CITY, OK. Mr. McPherson
(63) is a Director or Trustee of each of the Seligman Group
investment companies;`D' Director of Kimberly-Clark
[Photo] Corporation, Bank of Oklahoma Holding Company, American
Petroleum Institute, Oklahoma City Chamber of Commerce,
Baptist Medical Center, Oklahoma Chapter of the Nature
Conservancy, Oklahoma Medical Research Foundation and
United Way Advisory Board; Chairman of Oklahoma City
Public Schools Foundation; and Member of The Business
Roundtable and National Petroleum Council.

John E. Merow* PARTNER, SULLIVAN & CROMWELL, LAW FIRM, NEW YORK, NY. Mr. - 0 -
1983 Merow is a Director or Trustee of each of the Seligman
(66) Group investment companies,`D' Municipal Art Society of
New York, Commonwealth Aluminum Corporation, U.S. Council
[Photo] for International Business and U.S.-New Zealand Council;
Member of the American Law Institute and the Council on
Foreign Relations; Chairman of the American Australian
Association; and Member of the Board of Governors of
Foreign Policy Association and New York Hospital.
</TABLE>

<PAGE>

Betsy S. Michel ATTORNEY, GLADSTONE, NJ. Mrs. Michel is a Director or - 0 -
1984 Trustee of each of the Seligman Group investment
(54) companies`D' and Chairman of the Board of Trustees of St.
George's School (Newport, RI); and Trustee of Geraldine
[Photo] R. Dodge Foundation (Morristown, NJ); formerly, Director
of The National Association of Independent Schools
(Washington, DC).

William C. Morris* CHAIRMAN AND PRESIDENT OF J. & W. SELIGMAN & CO. - 0 -
1988 INCORPORATED, NEW YORK, NY. Mr. Morris is Chairman and
(58) Chief Executive Officer of each of the Seligman Group
investment companies;`D' Chairman of Seligman Financial
[Photo] Services, Inc., Seligman Services, Inc. and Carbo
Ceramics Inc.; Member of the Board of Governors of the
Investment Company Institute; Director of Seligman Data
Corp. and Kerr-McGee Corporation; and formerly, Chairman
of Seligman Securities, Inc. and J. & W. Seligman Trust
Company.
</TABLE>

<PAGE>

James C. Pitney PARTNER, PITNEY, HARDIN, KIPP & SZUCH, LAW FIRM, - 0 -
1983 MORRISTOWN, NJ. Mr. Pitney is a Director or Trustee of
(69) each of the Seligman Group investment companies`D' and
Public Service Enterprise Group.
[Photo]

James Q. Riordan DIRECTOR, VARIOUS CORPORATIONS, STUART, FL. Mr. Riordan - 0 -
1991 is a Director or Trustee of each of the Seligman Group
(69) investment companies,`D' The Houston Exploration Company,
The Brooklyn Museum, The Brooklyn Union Gas Company, The
[Photo] Committee for Economic Development, Dow Jones & Co., Inc.
and Public Broadcasting Service; formerly Co-Chairman of
the Policy Council of The Tax Foundation; Director and
President of Bekaert Corporation; and Director of Tesoro
Petroleum Companies, Inc.
</TABLE>

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND OTHER INFORMATION SHARES OF THE FUND'S
CAPITAL STOCK
NOMINEE, YEAR THE NOMINEES DESIGNATED BY ASTERISK (*) ARE 'INTERESTED BENEFICIALLY
FIRST BECAME A PERSONS' OF THE FUND (AS THAT TERM IS DEFINED IN THE OWNED, DIRECTLY OR
DIRECTOR AND INVESTMENT COMPANY ACT OF 1940, AS AMENDED) BECAUSE INDIRECTLY, AS OF
(AGE) OF THEIR STATED ASSOCIATIONS. JULY 15, 1996
- ------------------------ -------------------------------------------------------- -------------------
<C> <S> <C>
Ronald T. Schroeder* DIRECTOR, MANAGING DIRECTOR AND CHIEF INVESTMENT OFFICER, - 0 -
1983 INSTITUTIONAL OF J. & W. SELIGMAN & CO. INCORPORATED, NEW
(48) YORK, NY. Mr. Schroeder is a Director or Trustee of each
of the Seligman Group investment companies`D' and
[Photo] Director of Seligman Financial Services, Inc., Seligman
Services, Inc. and Seligman Henderson Co.; formerly,
President of each of the Seligman Group investment
companies with the exception of Seligman Quality
Municipal Fund, Inc. and Seligman Select Municipal Fund,
Inc. and Director of J. & W. Seligman Trust Company,
Seligman Data Corp. and Seligman Securities, Inc.

Robert L. Shafer DIRECTOR, VARIOUS CORPORATIONS, NEW YORK, NY. Mr. Shafer - 0 -
1983 is a Director or Trustee of each of the Seligman Group
(64) investment companies`D' and USLIFE Corporation; formerly,
Vice President of Pfizer, Inc.
[Photo]
</TABLE>

<PAGE>

James N. Whitson EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER AND - 0 -
1993 DIRECTOR, SAMMONS ENTERPRISES, INC., DALLAS, TX. Mr.
(61) Whitson is a Director or Trustee of each of the Seligman
Group investment companies,`D' Red Man Pipe and Supply
[Photo] Company and C-SPAN.

Brian T. Zino* DIRECTOR AND MANAGING DIRECTOR, J. & W. SELIGMAN & CO. - 0 -
1993 INCORPORATED, NEW YORK, NY. Mr. Zino is President (with
(43) the exception of Seligman Quality Municipal Fund, Inc.
and Seligman Select Municipal Fund, Inc.) and Director or
[Photo] Trustee of each of the Seligman Group investment
companies;`D' Chairman of Seligman Data Corp.; Director
of Seligman Financial Services, Inc. and Seligman
Services, Inc.; and Senior Vice President of Seligman
Henderson Co.; formerly, Director and Secretary of Chuo
Trust -- JWS Advisors, Inc. and Director of J. & W.
Seligman Trust Company and Seligman Securities, Inc.
</TABLE>

`D' The Seligman Group of investment companies consists of the Fund, 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.

<PAGE>

<PAGE>
As of July 15, 1996, all Directors and officers of the Fund as a group
owned beneficially less than 1% of the Fund's and each Portfolio's capital
stock.

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

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

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

On July 15, 1996, no person was known to the management of the Fund to be
the beneficial owner of more than 5% of the outstanding shares of any class of
its capital stock except as set forth in the following table:

<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNED OF CLASS
- ---------------------------------------------- --------------------------------------- ------ --------
<S> <C> <C> <C>
Seligman Henderson Seligman Financial Services, Inc. 12,001 18.9%
Global Technology Portfolio 100 Park Avenue
New York, NY 10017
Seligman Henderson Seligman Financial Services, Inc. 22,013 65.9%
Global Growth Opportunities Portfolio 100 Park Avenue
New York, NY 10017
</TABLE>

<PAGE>

<PAGE>
EXECUTIVE OFFICERS OF THE FUND

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

<TABLE>
<CAPTION>
POSITION WITH FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Brian Ashford-Russell 39 VICE PRESIDENT and Co-Portfolio Manager of the Fund's Seligman Henderson
Global Technology Portfolio since May 1996. Mr. Ashford-Russell is also
a Portfolio Manager with Henderson Administration Group plc; and Vice
President of Seligman Henderson Global Fund Series, Inc.; formerly, a
Portfolio Manager with Touche Remnant & Co.
Daniel J. Charleston 36 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman High-Yield
Bond Portfolio since May 1996 and May 1995, respectively. Mr. Charleston
is also Vice President of Seligman High Income Fund Series and Portfolio
Manager of its Seligman High-Yield Bond Series; and a Managing Director
of the Manager (formerly Vice President and Portfolio Manager).
Iain C. Clark 45 VICE PRESIDENT and Portfolio Manager of the Fund's Global Portfolio and
Seligman Henderson Global Smaller Companies Portfolio since May 1996.
Mr. Clark is also Managing Director and the Chief Investment Officer of
Seligman Henderson Co.; Director of Henderson Administration Group plc;
and Vice President and Portfolio Manager of Seligman Henderson Global
Fund Series, Inc.
Leonard J. Lovito 36 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman Fixed Income
Securities Portfolio since June 1990 and January 1994, respectively, and
the Fund's Seligman Cash Management Portfolio since January 1995. Mr.
Lovito is also a Vice President and Portfolio Manager of Seligman Cash
Management Fund, Inc.; Vice President of Seligman High Income Fund
Series and Portfolio Manager of its Seligman U.S. Government Securities
Series; and a Vice President, Investment Officer of the Manager.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
POSITION WITH FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Nitin Mehta 35 VICE PRESIDENT and Co-Portfolio Manager of the Fund's Seligman Henderson
Global Growth Opportunities Portfolio since May 1996. Mr. Mehta is also
a Portfolio Manager with Henderson Administration Group plc; and Vice
President of Seligman Henderson Global Fund Series, Inc. and
Co-Portfolio Manager of its Seligman Henderson Global Growth Fund;
formerly, Head of Currency Management and Derivatives, Quorum Capital
Management; consultant, International Finance Corporation; and Head of
Equity Investments at Shearson Lehman Global Asset Management.
Arsen Mrakovcic 30 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman Frontier
Portfolio since October 1995. Mr. Mrakovcic is also Vice President and
Portfolio Manager of Seligman Frontier Fund, Inc.; Portfolio Manager for
the domestic portion of the Seligman Henderson Global Smaller Companies
Fund; and a Managing Director of the Manager (formerly Vice President,
Investment Officer).
Loris D. Muzzatti 39 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman Capital
Portfolio since April 1988 and December 1988, respectively, and
Co-Portfolio Manager of the Seligman Henderson Global Growth
Opportunities Portfolio. Mr. Muzzatti is also Vice President and
Portfolio Manager of Seligman Capital Fund, Inc. and Seligman Growth
Fund, Inc.; and a Managing Director of the Manager (formerly Vice
President and Portfolio Manager).
Charles C. Smith, Jr. 40 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman Common Stock
Portfolio and Seligman Income Portfolio since January 1992 and December
1991, respectively. Mr. Smith is also Vice President and Portfolio
Manager of Seligman Common Stock Fund, Inc., Seligman Income Fund, Inc.,
and Tri-Continental Corporation; and a Managing Director of the Manager
(formerly, Senior Vice President, Senior Investment Officer).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
POSITION WITH FUND AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Paul H. Wick 33 VICE PRESIDENT and Portfolio Manager of the Fund's Seligman
Communications and Information Portfolio since May 1995 and October
1994, respectively, and a co-manager of the Seligman Henderson Global
Technology Portfolio. Mr. Wick is also Vice President and Portfolio
Manager of Seligman Communications and Information Fund, Inc.; Vice
President of Seligman Henderson Global Fund Series, Inc. and
Co-Portfolio Manager of its Global Technology Fund; and a Managing
Director of the Manager (formerly, Vice President, Investment Officer).
Lawrence P. Vogel 40 VICE PRESIDENT (FORMERLY, TREASURER) OF THE FUND since January 1992. Mr.
Vogel is also Vice President of the other Seligman Group investment
companies; Senior Vice President, Finance of the Manager, Seligman
Financial Services, Inc. and Seligman Data Corp. (formerly, Treasurer);
Vice President of Seligman Services, Inc.; and Treasurer, Seligman
Henderson Co.; formerly, Senior Vice President, Finance of Seligman
Securities, Inc. and J. & W. Seligman Trust Company and an Audit Senior
Manager, Price Waterhouse.
Frank J. Nasta 31 SECRETARY OF THE FUND since March 1994. Mr. Nasta is also Secretary of
the Manager, the other Seligman Group investment companies, Seligman
Data Corp., Seligman Financial Services, Inc., Seligman Services, Inc.
and Seligman Henderson Co. and Vice President, Law and Regulation of the
Manager; formerly, Secretary, J. & W. Seligman Trust Company, and
attorney at the law firm of Seward & Kissel.
Thomas G. Rose 37 TREASURER OF THE FUND since November 1992. Mr. Rose is also Treasurer of
the other Seligman Group investment companies and Seligman Data Corp.;
formerly, Treasurer, American Investors Advisors, Inc.
</TABLE>

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

<PAGE>

<PAGE>
REMUNERATION OF DIRECTORS AND OFFICERS

Directors of the Fund who are not employees of the Manager or its
affiliates each receive from the Fund annual retainer fees. In addition,
Directors are paid up to $1,000 for each day on which they attend Board and/or
Committee meetings, which is paid proportionately by the Seligman Group
investment companies meeting on the same day. The Directors are also reimbursed
for the expenses of attending meetings.

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

<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS FROM FUND AND
NAME FROM FUND PART OF FUND EXPENSES FUND COMPLEX**
- -------------------------------------- ------------ ---------------------- ------------------
<S> <C> <C> <C>
John R. Galvin $1,470.28 - 0 - $41,252.75
Alice S. Ilchman 2,423.68 - 0 - 68,000.00
Frank A. McPherson 1,470.28 - 0 - 41,252.75
John E. Merow`D' 2,352.26 - 0 - 66,000.00
Betsy S. Michel 2,316.55 - 0 - 67,000.00
Douglas R. Nichols, Jr.* 881.98 - 0 - 24,747.25
James C. Pitney`D' 2,423.68 - 0 - 68,000.00
James Q. Riordan 2,423.68 - 0 - 70,000.00
Herman J. Schmidt* 881.98 - 0 - 24,747.25
Robert L. Shafer 2,423.68 - 0 - 70,000.00
James N. Whitson`D' 2,352.26 - 0 - 68,000.00
</TABLE>

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

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

** There are 16 other investment companies in the Seligman Group.

`D' Messrs. Merow and Whitson have elected to defer receiving their fees. The
total amounts of deferred compensation (including interest) payable to
Messrs. Merow and Whitson as of December 31, 1995 were $10,892 and $6,483,
respectively. Mr. Pitney had deferred receiving his fee and has owing to
him deferred compensation (including interest) as of December 31, 1995 of
$3,536. Mr. Pitney no longer defers his current compensation.

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

The affirmative vote of a plurality of the votes cast at the meeting is
required to approve the election of the proposed Directors.

<PAGE>

<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE
FOREGOING NOMINEES TO SERVE AS DIRECTOR OF THE FUND.

B. RATIFICATION OF SELECTION AUDITORS.
(Proposal 2)

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

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

The affirmative vote of a majority of the votes cast at the meeting is
required to ratify the selection of auditors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
RATIFICATION OF THIS PROPOSAL.

C. APPROVAL OF A CHANGE IN THE INVESTMENT OBJECTIVE OF THE FUND'S
SELIGMAN HENDERSON GLOBAL PORTFOLIO.
(Proposal 3)

The Board of Directors of the Fund has approved, and recommends for
approval by the shareholders of Seligman Henderson Global Portfolio (the 'Global
Portfolio') at the Meeting, the amendment of the Global Portfolio's investment
objective to change the Global Portfolio's investment orientation from that of a
'global' fund to that of an 'international' fund. Shareholder approval of this
Proposal would change the investment objective of the Global Portfolio to long-
term capital appreciation primarily through international investments (rather
than global investments) in securities of medium- to large-sized companies.

If the change in investment objective is approved by shareholders, the name
of the Global Portfolio will be changed to 'Seligman Henderson International
Portfolio.' The changes in the

<PAGE>

<PAGE>
investment policy and the name of Global Portfolio have been approved by the
Board subject to the approval of this Proposal by shareholders.

Current Investment Objective and Policy. The Global Portfolio's current
investment objective is long-term capital appreciation primarily through global
investments in securities of medium- to large-sized companies. This objective is
fundamental and may not be changed without the approval of the shareholders of
the Global Portfolio. Consistent with its current investment objective, under
normal market conditions, the Global Portfolio invests at least 65% of its
assets in securities of issuers located in at least three different countries,
one of which may be the United States.

Proposed Investment Objective and Policy. The Manager has recommended to
the Board of Directors, and the Board of Directors has approved and recommends
to shareholders of the Global Portfolio for approval, that the current
investment objective of the Global Portfolio be changed to long-term capital
appreciation primarily through international investments in securities of
medium- to large-sized companies. If this proposed investment objective is
adopted, the Global Portfolio will adopt as an investment policy that, under
normal market conditions, it will invest at least 65% of its assets in
securities of issuers located in at least three different countries, not
including the United States. No other changes to the Global Portfolio's
investment policies have been proposed or approved in connection with this
Proposal.

Effect of Adoption of the Proposal. Based on its current investment policy,
the Global Portfolio is effectively permitted to invest substantially all of its
assets in securities of issuers located in the United States, subject to
maintaining investments in issuers located in at least two other countries.
Upon the adoption of this Proposal by its shareholders, the Global Portfolio
will be required under normal market conditions to limit its investments in
securities of U.S. issuers to a maximum of 35% of assets. Because of the
Subadviser's view of the global marketplace, the value of the Global Portfolio's
holdings of securities of U.S. issuers as of the date of this Proxy Statement
is minimal, and since the Global Portfolio's inception in 1993 the value of such
holdings has never exceeded 35% of assets. Therefore, the Manager and Seligman
Henderson Co. (the 'Subadviser') currently expect that adoption of this Proposal
will have no immediate effect on the allocation of the Global Portfolio's
investments between U.S. and foreign issuers. The adoption of the new
investment objective and policy, however, would eliminate under most
circumstances the ability of the Global Portfolio in the future to increase its
holdings of securities of U.S. issuers above 35% of assets. See 'Special
Considerations and Risk Factors' below. In light of the present and historical
allocation of investments among countries, the Fund cannot predict whether or
when the proposed investment policy, if adopted, would begin to have an effect
on the country

<PAGE>

allocation of the portfolio or on its investment performance. The Subadviser
has no current intention to dispose of securities of U.S. issuers currently held
by the Global Portfolio.

Recommendation of the Board of Directors. The Manager has evaluated the
investment opportunities currently offered by the respective Portfolios of the
Fund and those which may in the future be offered by new portfolios of the Fund.
The Fund currently includes three other Portfolios that have investment
objectives requiring primarily 'global investments': Seligman Henderson Global
Growth Opportunities Portfolio, Seligman Henderson Global Smaller Companies
Portfolio and Seligman Henderson Global Technology Portfolio. There is no
current proposal to limit securities of U.S. issuers eligible for these
Portfolios because a substantial portion of the universe of eligible investments
are securities of U.S. issuers.

However, the Manager, in consultation with Seligman Financial Services,
Inc., an affiliate of the Manager and the distributor of the variable annuity
contracts which invest in the Global Portfolio and other Portfolios of
the Fund, has determined that, in light of the actual investment experience of
the Global Portfolio and its emphasis on medium- to large-size companies, it
would be desirable to distinguish the Global Portfolio's international
orientation from that of the other Portfolios within the Fund. The Manager has
advised the Board of Directors that the proposed change in investment objective
may potentially increase investor interest in the Global Portfolio, thereby
contributing to growth of its aggregate assets and opportunities for greater
investment diversification. The Manager has also advised that while no
assurances can be given, under current market conditions for international
investment, the Manager and Subadviser do not expect that the investment
performance of the Global Portfolio would be negatively affected by the proposed
limitation on investments in U.S. issuers.

The Board of Directors of the Fund considered the Manager's recommendation,
taking into account a number of factors, including but not limited to the likely
prospects for future growth of the Global Portfolio and the likely impact on
Global Portfolio shareholders. Notwithstanding the limitation on investment
flexibility discussed herein, the Manager has advised the Board that many
investors and prospective investors wish to make their own U.S./non-U.S. asset
allocations and for this reason prefer 'international' rather than 'global'
funds, and that current shareholders were unlikely to be affected by the change.
The Board also considered that holders of variable annuity contracts invested in
the Global Portfolio who may not prefer the international orientation of the
Global Portfolio may reallocate their current investment to other Portfolios on
a tax-free basis. After careful consideration, the Board determined that the
proposed changes in investment objective and the corresponding investment policy
were in the best interests of the Global Portfolio and its shareholders.
Accordingly, the Board of Directors of the Fund unanimously recommended that
shareholders vote in favor of this Proposal.

<PAGE>

Special Considerations and Risk Factors. The proposed change in the
investment objective of the Global Portfolio and the corresponding change in the
investment policy that would become effective upon adoption of this Proposal
would limit the Global Portfolio's investments in securities of U.S. issuers to
35% of assets. These changes would eliminate the Subadviser's flexibility to
shift assets of the Global Portfolio from foreign issuers to U.S. issuers
without regard to the resulting percentage of U.S. issuers, which may be
desirable at times when the Subadviser considers the securities of foreign
issuers unattractive investments relative to securities of U.S. issuers.

Investments in securities of foreign issuers may involve risks that are not
associated with, or are more pronounced relative to, domestic investments. These
risks, which are also described in the Fund's current Prospectus and Statement
of Additional Information, dated May 1, 1996, include, but are not limited to:
unfavorable changes in foreign currency and U.S. dollar exchange rates and
exchange control regulations; lack of uniform accounting, auditing and financial
reporting standards, practices and requirements for foreign issuers; less
publicly available information about foreign issuers; less pervasive
governmental regulation and supervision of foreign securities markets and
companies; less liquidity and higher price volatility; generally higher
brokerage commissions and other transaction costs; delays and administrative
uncertainties in securities settlement; the possibility of nationalization,
expropriation or confiscatory taxation; limitations on the removal of monies or
other assets; higher rates of inflation; and political or social instability.
The Manager does not believe that these risks will change in nature or magnitude
as a result of the proposed change in investment objective, both because the
Global Portfolio's country-by-country asset allocation decisions will be made
essentially as they have been and because the Global Portfolio retains the
ability to invest in securities of U.S. issuers in abnormal market conditions.

Approval of the Proposal will require the affirmative 'vote of a majority
of the outstanding voting securities' of the Global Portfolio which, as defined
by the 1940 Act, means the vote of the lesser of (1) more than 50% of the
outstanding shares of the Global Portfolio or (2) 67% or more of the shares of
the Global Portfolio represented at the Meeting, if more than 50% of the shares
of the Global Portfolio are represented at the Meeting.

Consistent with the proposed changes to the investment objective and
investment policy set forth in this Proposal, the Board of Directors of the Fund
has considered and deems advisable a change in the name of the Global Portfolio
from Seligman Henderson Global Portfolio to Seligman Henderson International
Portfolio. If this Proposal is approved by the shareholders of Global Portfolio
and the proposed change in investment policy thereby becomes effective, the
current name of the Global Portfolio would not appropriately reflect its new
investment

<PAGE>

orientation. The Board of Directors believes that the proposed name would
be consistent with the change in investment objective and would enable
shareholders, prospective investors and other market participants more readily
to identify the Global Portfolio with its new investment objective. The vote
of shareholders is not required to effect the change in the name of the Global
Portfolio, and, subject to necessary regulatory filings, it will become
effective upon the adoption of this Proposal by the shareholders of the Global
Portfolio.

THE BOARD OF DIRECTORS OF THE FUND
RECOMMEND APPROVAL OF THIS PROPOSAL.

D. OTHER MATTERS; SHAREHOLDER PROPOSALS.

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

A shareholder proposal intended to be presented at any meeting hereafter
called must be received by the Fund within a reasonable time before the
solicitation relating thereto is made in order to be included in the notice of
meeting and form of proxy statement related to such meeting. Under the current
By-Laws of the Fund, meetings of shareholders are required to be held only when
necessary under the 1940 Act. It is therefore likely that, in future years,
shareholder meetings will not be held on an annual basis. The submission by a
shareholder of a proposal for inclusion in the proxy statement does not
guarantee that it will be included. Shareholder proposals are subject to certain
regulations under federal law.

<PAGE>

<PAGE>
E. EXPENSES.

The Fund will bear the cost of soliciting Proxies. In addition to the use
of the mails, Proxies may be solicited personally or by telephone or telegraph
by Directors, officers and employees of the Fund, the Manager, Seligman
Financial Services, Inc., Seligman Services, Inc. and Seligman Data Corp. and
the Fund may reimburse persons holding shares in their names or names of their
nominees for their expenses in sending solicitation material to their
principals.

By order of the Board of Directors,

/s/ FRANK J NASTA

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

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

<PAGE>

Managed by
[LOGO]
J. & W. SELIGMAN & CO.
INCORPORATED
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017

- ------------------------------
Notice of Special
Meeting of Shareholders
and Proxy Statement
- ------------------------------

SELIGMAN
PORTFOLIOS
INC.

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

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

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

[LOGO]

<PAGE>

PROXY
SELIGMAN PORTFOLIOS, INC.

Canada Life of New York Variable Annuity Account 1

The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the
"Fund") under the Canada Life of New York Variable Annuity Account 1 issued by
Canada Life Insurance Company of New York, hereby provides instructions as to
the casting of votes attributable to the undersigned at the Special Meeting of
Shareholders to be held on September 30, 1996 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies with power of
substitution, to attend the Special Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
below and any other business that may properly come before the Meeting.

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

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

1. ELECTION OF DIRECTORS
/ / FOR all nominees
(except as written on line below)

/ / WITHHOLDING AUTHORITY TO VOTE
for all nominees listed below.

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

__________________________________________________________________

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

<PAGE>

2. Ratification of the selection of Ernst & Young LLP as Auditors.

/ / FOR / / AGAINST / / ABSTAIN

DATED __________________________________________________, 1996

_______________________________________________________________
Signature
_______________________________________________________________
Signature (if jointly held)

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

This Proxy is solicited on behalf of the Board of Directors

<PAGE>

PROXY
SELIGMAN PORTFOLIOS, INC.

Mutual Benefit Variable Contract Account 9

The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the
"Fund") under the Mutual Benefit Variable Contract Account 9 issued by the
Mutual Benefit Life Insurance Company, hereby provides instructions as to the
casting of votes attributable to the undersigned at the Special Meeting of
Shareholders to be held on September 30, 1996 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies with power of
substitution, to attend the Special Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
below and any other business that may properly come before the Meeting.

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

1. ELECTION OF DIRECTORS
/ / FOR all nominees
(except as written on line below)

/ / WITHHOLDING AUTHORITY TO VOTE
for all nominees listed below.

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

______________________________________________________________

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

<PAGE>

2. Ratification of the selection of Ernst & Young LLP as Auditors.
/ / FOR / / AGAINST / / ABSTAIN

DATED __________________________________________________, 1996

_______________________________________________________________
Signature
_______________________________________________________________
Signature (if jointly held)

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

This Proxy is solicited on behalf of the Board of Directors

<PAGE>

PROXY
SELIGMAN PORTFOLIOS, INC.

Canada Life of America Variable Annuity Account 2

The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the
"Fund") under the Canada Life of America Variable Annuity Account 2 issued by
Canada Life Insurance Company of America, hereby provides instructions as to
the casting of votes attributable to the undersigned at the Special Meeting of
Shareholders to be held on September 30, 1996 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies with power of
substitution, to attend the Special Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
below and any other business that may properly come before the Meeting.

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

1. ELECTION OF DIRECTORS
/ / FOR all nominees
(except as written on line below)

/ / WITHHOLDING AUTHORITY TO VOTE
for all nominees listed below.

__________________________________________________________________

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

<PAGE>

2. Ratification of the selection of Ernst & Young LLP as Auditors.

/ / FOR / / AGAINST / / ABSTAIN

DATED __________________________________________________, 1996

_______________________________________________________________
Signature
_______________________________________________________________
Signature (if jointly held)

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

This Proxy is solicited on behalf of the Board of Directors

<PAGE>

PROXY
SELIGMAN PORTFOLIOS, INC.

Canada Life of New York Variable Annuity Account 2

The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the
"Fund") under the Canada Life of New York Variable Annuity Account 2 issued by
Canada Life Insurance Company of New York, hereby provides instructions as to
the casting of votes attributable to the undersigned at the Special Meeting of
Shareholders to be held on September 30, 1996 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies with power of
substitution, to attend the Special Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
below and any other business that may properly come before the Meeting.

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

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

___________________________________________________________________

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

<PAGE>

2. Ratification of the selection of Ernst & Young LLP as Auditors.

/ / FOR / / AGAINST / / ABSTAIN

DATED __________________________________________________, 1996

_______________________________________________________________
Signature
_______________________________________________________________
Signature (if jointly held)

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

This Proxy is solicited on behalf of the Board of Directors

<PAGE>

PROXY
SELIGMAN PORTFOLIOS, INC.

Canada Life of America Annuity Account 2

The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the
"Fund") under the Canada Life of America Annuity Account 2 issued by Canada
Life Insurance Company of America, hereby provides instructions as to the
casting of votes attributable to the undersigned at the Special Meeting of
Shareholders to be held on September 30, 1996 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies with power of
substitution, to attend the Special Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
below and any other business that may properly come before the Meeting.

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

1. ELECTION OF DIRECTORS
/ / FOR all nominees
(except as written on line below)

/ / WITHHOLDING AUTHORITY TO VOTE
for all nominees listed below.

___________________________________________________________________

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

<PAGE>

2. Ratification of the selection of Ernst & Young LLP as Auditors.

/ / FOR / / AGAINST / / ABSTAIN

DATED __________________________________________________, 1996

_______________________________________________________________
Signature
_______________________________________________________________
Signature (if jointly held)

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

This Proxy is solicited on behalf of the Board of Directors

<PAGE>

PROXY
SELIGMAN HENDERSON GLOBAL PORTFOLIO
SELIGMAN PORTFOLIOS, INC.
Canada Life of America Annuity Account 3

The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the
"Fund") under the Canada Life of America Annuity Account 3 issued by Canada
Life Insurance Company of America, hereby provides instructions as to the
casting of votes attributable to the undersigned at the Special Meeting of
Shareholders to be held on September 30, 1996 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies with power of
substitution, to attend the Special Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
below and any other business that may properly come before the Meeting.

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

1. ELECTION OF DIRECTORS
/ / FOR all nominees
(except as written on line below)

/ / WITHHOLDING AUTHORITY TO VOTE
for all nominees listed below.

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

_______________________________________________________________

Your vote is important. Please complete, sign on the reverse side and return
this card as soon as possible.
Mark each vote with an X in the box.
<PAGE>

<PAGE>

2. Ratification of the selection of Ernst & Young LLP as Auditors.
/ / FOR / / AGAINST / / ABSTAIN

3. Approval of the change in the investment objective of the Fund's
Seligman Henderson Global Portfolio.
/ / FOR / / AGAINST / / ABSTAIN

DATED __________________________________________________, 1996

_______________________________________________________________
Signature
_______________________________________________________________
Signature (if jointly held)

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

This Proxy is solicited on behalf of the Board of Directors

<PAGE>

PROXY
SELIGMAN HENDERSON GLOBAL PORTFOLIO
SELIGMAN PORTFOLIOS, INC.
Canada Life of New York Variable Annuity Account 2

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

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

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

_____________________________________________________________

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

<PAGE>

2. Ratification of the selection of Ernst & Young LLP as Auditors.
/ / FOR / / AGAINST / / ABSTAIN

3. Approval of the change in the investment objective of the Fund's
Seligman Henderson Global Portfolio.
/ / FOR / / AGAINST / / ABSTAIN

DATED __________________________________________________, 1996

_______________________________________________________________
Signature
_______________________________________________________________
Signature (if jointly held)

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

This Proxy is solicited on behalf of the Board of Directors

<PAGE>

PROXY
SELIGMAN HENDERSON GLOBAL PORTFOLIO
SELIGMAN PORTFOLIOS, INC.
Canada Life of America Variable Annuity Account 2

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

1. ELECTION OF DIRECTORS
/ / FOR all nominees
(except as written on line below)

/ / WITHHOLDING AUTHORITY TO VOTE
for all nominees listed below.

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

_________________________________________________________________

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

<PAGE>

2. Ratification of the selection of Ernst & Young LLP as Auditors.
/ / FOR / / AGAINST / / ABSTAIN

3. Approval of the change in the investment objective of the Fund's
Seligman Henderson Global Portfolio.
/ / FOR / / AGAINST / / ABSTAIN

DATED __________________________________________________, 1996

_______________________________________________________________
Signature
_______________________________________________________________
Signature (if jointly held)

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

This Proxy is solicited on behalf of the Board of Directors

<PAGE>

PROXY
SELIGMAN PORTFOLIOS, INC.

Canada Life of America Variable Annuity Account 1

The undersigned, having a voting interest in SELIGMAN PORTFOLIOS, INC. (the
"Fund") under the Canada Life of America Variable Annuity Account 1 issued by
Canada Life Insurance Company of America, hereby provides instructions as to
the casting of votes attributable to the undersigned at the Special Meeting of
Shareholders to be held on September 30, 1996 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies with power of
substitution, to attend the Special Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
below and any other business that may properly come before the Meeting.

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

1. ELECTION OF DIRECTORS
/ / FOR all nominees
(except as written on line below)

/ / WITHHOLDING AUTHORITY TO VOTE
for all nominees listed below.

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

_______________________________________________________________

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

<PAGE>

2. Ratification of the selection of Ernst & Young LLP as Auditors.
/ / FOR / / AGAINST / / ABSTAIN

DATED __________________________________________________, 1996

_______________________________________________________________
Signature
_______________________________________________________________
Signature (if jointly held)

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

This Proxy is solicited on behalf of the Board of Directors

<PAGE>

PROXY
SELIGMAN PORTFOLIOS, INC.

Canada Life of America Annuity Account 3

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

1. ELECTION OF DIRECTORS
/ / FOR all nominees
(except as written on line below)

/ / WITHHOLDING AUTHORITY TO VOTE
for all nominees listed below.

___________________________________________________________________

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

<PAGE>

2. Ratification of the selection of Ernst & Young LLP as Auditors.

/ / FOR / / AGAINST / / ABSTAIN

DATED __________________________________________________, 1996

_______________________________________________________________
Signature
_______________________________________________________________
Signature (if jointly held)

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

This Proxy is solicited on behalf of the Board of Directors

STATEMENT OF DIFFERENCES

The dagger symbol shall be expressed as `D'

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