SELIGMAN QUALITY MUNICIPAL FUND INC, DEF 14A, 1995-04-12

SELIGMAN QUALITY MUNICIPAL FUND INC
DEF 14A, 1995-04-12

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<PAGE>
SELIGMAN QUALITY
MUNICIPAL
FUND, INC.

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT

TIME: MAY 18, 1995
9:00 A.M.

PLACE: THE POWERHOUSE THEATER OF
THE MILWAUKEE REPERTORY
108 EAST WELLS STREET
MILWAUKEE, WISCONSIN 53202

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.
095

<PAGE>
SELIGMAN QUALITY MUNICIPAL FUND, INC.
100 PARK AVENUE, NEW YORK, NEW YORK 10017
New York City Telephone (212) 850-1864
Toll-Free Telephone (800) 221-2450--continental United States, including New
York State

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 1995

To the Stockholders:

The third Annual Meeting of Stockholders (the "Meeting") of Seligman
Quality Municipal Fund, Inc., a Maryland corporation (the "Corporation"),
will be held at the Powerhouse Theater of the Milwaukee Repertory, 108 East
Wells Street, Milwaukee, Wisconsin 53202 on May 18, 1995 at 9:00 A.M., for
the following purposes:

(1) To elect seven Directors;

(2) To act on a proposal to ratify the selection of Deloitte & Touche LLP
as auditors of the Corporation for 1995; and

(3) 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 minute book of the Corporation will be available at the Meeting for
inspection by Stockholders.

The close of business on March 23, 1995 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at,
the Meeting or any adjournment thereof.

By order of the Board of Directors,

Dated: New York, New York, April 12, 1995 Secretary

------------
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.

<PAGE>
April 12, 1995

SELIGMAN QUALITY MUNICIPAL FUND, INC.

100 PARK AVENUE, NEW YORK, NEW YORK 10017

P R O X Y S T A T E M E N T

FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 1995

This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Board of Directors of Seligman Quality
Municipal Fund, Inc. (the "Corporation") to be used at the third Annual
Meeting of Stockholders (the "Meeting") to be held in Milwaukee, Wisconsin
on May 18, 1995.

If the accompanying form of Proxy is executed properly and returned,
shares represented by it will be voted at the Meeting. If you give
instructions, your shares will be voted in accordance with your
instructions. If you give no instructions and return your signed Proxy, your
shares will be voted (i) for the election of seven Directors, (ii) for the
ratification of the selection of auditors and, at the discretion of the
Proxy holders, on any other matter which may properly have come before the
Meeting or any adjournment thereof. You may revoke your Proxy or change it
by written notice to the Corporation (Attention: The Secretary) or by notice
at the Meeting at any time prior to the time it is voted.

The close of business on March 23, 1995 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at,
the Meeting or any adjournment thereof. On that date, the Corporation had
outstanding 672 shares of municipal auction rate cumulative preferred stock,
series TH (the "Preferred Shares"), and 4,643,813 shares of common stock,
par value $0.01 per share (the "Common Shares"), each such Preferred Share
and Common Share outstanding on the record date being entitled to one vote.
For matters on which the affirmative vote of a majority of the votes cast at
the meeting is required, and for the election of Directors, an abstention or
broker non-vote will not be considered a vote cast.

The Corporation's investment advisor is J. & W. Seligman & Co.
Incorporated (the "Manager"). The Corporation's shareholder service agent is
Seligman Data Corp. The address of each of these entities is 100 Park
Avenue, New York, NY 10017. The Corporation will furnish, without charge, a
copy of its most recent annual report to any shareholder upon request to
Seligman Data Corp. at 1-800-221-2450.

It is expected that the Notice of Annual Meeting, Proxy Statement and form
of Proxy will first be mailed to Stockholders on or about April 12, 1995.
2

<PAGE>
A. ELECTION OF DIRECTORS
(Proposal 1)

The Board of Directors is presently comprised of thirteen Directors. The
Board is divided into three classes, and the members of each class hold
office for a term of three years unless elected in the interim. The term of
one class expires in each year. At the Meeting four directors, representing
all members of one class, will be elected to terms expiring in 1998, two
directors will be elected to terms expiring in 1996, and one director will
be elected to a term expiring in 1997. At each subsequent annual meeting,
the members of the class whose term expires in the year of the meeting will
be elected to office for a term of three years. Of the seven directors to be
elected at the Annual Meeting of Stockholders, Messrs. Fred E. Brown, Frank
A. McPherson and Ronald T. Schroeder, General John R. Galvin and Dr. Alice
S. Ilchman have been nominated for election by the holders of the Preferred
Shares and Common Shares, voting together as a single class, and Mrs. Betsy
S. Michel and James N. Whitson have been nominated for election by the
holders of the Preferred Shares, voting as a separate class. General Galvin
is nominated to the class of 1997, replacing Mr. Herman J. Schmidt, who has
elected to retire at the 1995 Annual Meeting. Mr. McPherson is nominated to
the class of 1998, replacing Mr. Douglas R. Nichols, Jr., who has also
elected to retire at the 1995 Annual Meeting. Messrs. Brown and Schroeder
have been directors since 1990, and Dr. Ilchman has been a director since
1991.

Mrs. Michel and Mr. Whitson have both elected to resign as directors
representing both Common and Preferred stockholders immediately prior to the
Annual Meeting and to seek election by holders of the Preferred shares
solely. If elected, each will serve for a term of one year until the annual
meeting in 1996. Thereafter Mrs. Michel and Mr. Whitson, or their respective
successors, will seek terms of three years. Mrs. Michel has been a Director
since 1991 and Mr. Whitson has been a Director since 1993. It is the
intention of the persons named in the accompanying form of Proxy to nominate
and to vote such Proxy on behalf of the holders of the Common Shares and
Preferred Shares for the election of Messrs. Brown, McPherson and Schroeder,
General Galvin and Dr. Ilchman (Messrs. Brown, McPherson and Schroeder,
General Galvin and Dr. Ilchman are designated as both Common and Preferred
Directors and Mrs. Michel and Mr. Whitson are each designated a Preferred
Director) or, if any of them shall be unable to serve, for the election of
such other person or persons as shall be determined by the persons named in
the Proxy in accordance with their judgment. Nominees are to be elected for
the term specified. Each nominee has agreed to serve if elected. The
background of each of the nominees and information regarding the other
Directors of the Corporation follows. Each of the nominees has been
nominated by the Director Nominating Committee of the Board of Directors of
the Corporation.
3

<PAGE>
INFORMATION REGARDING NOMINEES
FOR ELECTION BY HOLDERS OF BOTH PREFERRED SHARES AND
COMMON SHARES

PRINCIPAL OCCUPATION AND OTHER INFORMATION SHARES
EXPIRATION OF BENEFICIALLY
TERM IF THE NOMINEES DESIGNATED BY ASTERISK (*) ARE OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS ELECTED "INTERESTED PERSONS" OF THE CORPORATION (AS THAT TERM INDIRECTLY, AS OF
DIRECTOR AND (AGE) AS A DIRECTOR IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, MARCH 29, 1995
------------------------- -------------- AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. --------------------
-----------------------------------------------------

Fred E. Brown* 1998 DIRECTOR OR TRUSTEE, VARIOUS ORGANIZATIONS, NEW YORK, -0-
1990 to Date NY. Mr. Brown is a Director or Trustee of each of the
(81) Seligman Group investment companies;+ Director and
Con- sultant of J. & W. Seligman & Co. Incorporated;
Director of Seligman Financial Services, Inc. and
Seligman Services, Inc.; 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.

John R. Galvin 1997 DISTINGUISHED POLICY ANALYST AT OHIO STATE -0-
(65) UNIVERSITY. Commencing July, 1995, General Galvin
will be the Dean of the Fletcher School of Law and
Diplomacy at Tufts University. General Galvin is
Chairman of the American Council on Germany; a
Governor of the Center for Creative Leadership;
Director of USLIFE and the Institute for Defense
Analysis; Ambassador, U.S. State Department; and
Consultant of Thomson CSF (electronics). From July,
1992 to June, 1994, General Galvin was the Olin
Distinguished Professor of National Security Studies
at the United States Military Academy and from June,
1987 to June, 1992, General Galvin was the Supreme
Allied Commander, Europe and the Commander-in-Chief,
United States European Command.

</TABLE>
4

<S> <C> <C> <C>
Alice S. Ilchman
1991 to Date 1998 PRESIDENT, SARAH LAWRENCE COLLEGE, BRONXVILLE, NY. 100 Common
(59) Dr. Ilchman is a Director or Trustee of each of the Shares
Seligman Group investment companies,+ NYNEX
(formerly, New York Telephone Company), The Committee
for Economic Development and The Rockefeller
Foundation; formerly, Trustee of The Markle
Foundation and Director of International Research &
Exchange Board.

Frank A. McPherson 1998 CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, -0-
(61) KERR-MCGEE CORPORATION. Mr. McPherson is Chairman and
Director of Baptist Medical Center; Chairman of
Oklahoma City Public Schools Foundation; Director of
Kimberly-Clark Corporation, American Petroleum
Institute, Oklahoma City Chamber of Commerce,
Oklahoma Chapter of the Nature Conservancy, Oklahoma
Foundation for Excellence, Oklahoma Medical Research
Foundation, Oklahoma State Chamber of Commerce,
Oklahoma Academy for State Goals, United Way Advisory
Board, University of Oklahoma Health Science Center
Board of Visitors; and a Member of The Business
Roundtable, National Petroleum Council and University
of Oklahoma College of Medicine Advisory Committee.

</TABLE>
5

<S> <C> <C> <C>
Ronald T. Schroeder* 1998 DIRECTOR, MANAGING DIRECTOR AND CHIEF INVESTMENT 306 Common Shares
1990 to Date OFFICER OF J. & W. SELIGMAN & CO. INCORPORATED, NEW
(47) YORK, NY. Mr. Schroeder is President, Chief
Investment Officer and Director of the Corporation
and a Director or Trustee and President, Chief
Investment Officer of each of the open-end investment
companies in the Seligman Group investment
companies;+ Director of Seligman Select Municipal
Fund, Inc., Seligman Financial Services, Inc.,
Seligman Data Corp. (formerly, Union Data Service
Center, Inc.), Seligman Services, Inc. and Seligman
Henderson Co.; formerly, Director of J. & W. Seligman
Trust Company and Seligman Securities, Inc.

</TABLE>
6
<PAGE>
INFORMATION REGARDING NOMINEES
FOR ELECTION BY HOLDERS OF PREFERRED SHARES

<S> <C> <C> <C>
PRINCIPAL OCCUPATION AND OTHER INFORMATION
SECURITIES
EXPIRATION OF THE NOMINEES DESIGNATED BY ASTERISK (*) ARE BENEFICIALLY
TERM IF "INTERESTED PERSONS" OF THE CORPORATION (AS THAT TERM OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS ELECTED AS IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, INDIRECTLY, AS OF
DIRECTOR AND (AGE) A DIRECTOR AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. MARCH 29, 1995
------------------------- -------------- ----------------------------------------------------- --------------------

Betsy S. Michel 1996 ATTORNEY, GLADSTONE, NJ. Mrs. Michel is a Director or 510 Common Shares
1991 to Date Trustee of each of the Seligman Group investment
(52) companies+ and The National Association of
Independent Schools (Washington, D.C.); and Chairman
of the Board of Trustees of St. George's School
(Newport, RI).

James N. Whitson 1996 EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER 563 Common
1993 to Date AND DIRECTOR, SAMMONS ENTERPRISES, INC., DALLAS, TX. Shares
(60) Mr. Whitson is a Director or Trustee of each of the
Seligman Group investment companies+, Red Man Pipe
and Supply Company and C-SPAN.

</TABLE>
7

<PAGE>
OTHER DIRECTORS

The other Directors of the Corporation whose terms will not expire in 1995
are:

PRINCIPAL OCCUPATION AND OTHER INFORMATION SHARES
BENEFICIALLY
EXPIRATION OF THE PERSONS DESIGNATED BY ASTERISK (*) ARE OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS PRESENT TERM "INTERESTED PERSONS" OF THE CORPORATION (AS THAT TERM INDIRECTLY, AS OF
DIRECTOR AND (AGE) AS A DIRECTOR IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, MARCH 29, 1995
------------------------- -------------- AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. --------------------
-----------------------------------------------------

<S> <C> <C> <C>
John E. Merow* 1996 PARTNER, SULLIVAN & CROMWELL, LAW FIRM, NEW YORK, NY. -0-
1991 to Date Mr. Merow is a Director or Trustee of each of the
(65) Seligman Group investment companies,+ Municipal Art
Society of New York, Commonwealth Aluminum
Corporation, U.S. Council 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.

William C. Morris* 1997 CHAIRMAN AND PRESIDENT OF J. & W. SELIGMAN & CO. 10,017 Common
1990 to Date INCORPORATED, NEW YORK, NY. Mr. Morris is Chairman Shares
(56) and Chief Executive Officer of each of the Seligman
Group investment companies;+ Chairman of Seligman
Financial Services, Inc., J. & W. Seligman Trust
Company, Seligman Services, Inc. and Carbo Ceramics
Inc.; Director of Daniel Industries, Inc., Kerr-McGee
Corporation and Seligman Data Corp. (formerly, Union
Data Service Center, Inc.); formerly, Member of the
Board of Governors of the Investment Company
Institute; and Chairman of Seligman Securities, Inc.

James C. Pitney 1996 PARTNER, PITNEY, HARDIN, KIPP & SZUCH, LAW FIRM, -0-
1991 to Date MORRISTOWN, NJ. Mr. Pitney is a Director or Trustee
(68) of each of the Seligman Group investment companies+
and Public Service Enterprise Group.

</TABLE>
8

<S> <C> <C> <C>
James Q. Riordan 1997 DIRECTOR, VARIOUS CORPORATIONS, STUART, FL. Mr. 375 Common
1991 to Date Riordan is a Director or Trustee of each of the Shares
(67) Seligman Group investment companies,+ The Brooklyn
Museum, The Brooklyn Union Gas Company, The 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.

Robert L. Shafer 1997 VICE PRESIDENT, PFIZER INC., NEW YORK, NY. Mr. Shafer -0-
1991 to Date is a Director or Trustee of each of the Seligman
(62) Group investment companies+ and USLIFE Corporation.

Brian T. Zino* 1996 DIRECTOR, MANAGING DIRECTOR, J. & W. SELIGMAN & CO. 1,162 Common Shares
1993 to Date INCORPORATED, NEW YORK, NY. Mr. Zino is a Director or
(42) Trustee of each of the Seligman Group investment com-
panies;+ Chairman of Seligman Data Corp. (formerly,
Union Data Service Center, Inc.); Director of J. & W.
Seligman Trust Company, Seligman Financial Services,
Inc. and Seligman Services, Inc.; Senior Vice
President of Seligman Henderson Co.; formerly
Director and Secretary of Chuo Trust--JWS Advisors,
Inc.; and Director, Seligman Securities, Inc.

</TABLE>
+The Seligman Group of investment companies consists of the Corporation,
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 Portfolios, Inc.,
Seligman Select Municipal Fund, Inc., Seligman Tax-Exempt Fund Series,
Inc., Seligman Tax-Exempt Series Trust and Tri-Continental Corporation.
9

<PAGE>
Unless otherwise indicated, Directors have sole voting and investment
power with respect to shares shown. At February 23, 1995, all Directors and
officers of the Corporation as a group owned beneficially 13,031, or 0.28%
of the Corporation's Common Shares.

Of the total shown for Mr. Morris, 9,000 shares are registered in his
wife's name. Mr. Morris disclaims beneficial ownership or interest in these
shares.

The Board of Directors met six times during 1994. The standing committees
of the Board include the Audit Committee and Director Nominating Committee.
These Committees are comprised solely of Directors who are not "interested
persons" of the Corporation 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 and your approval
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 Corporation for consultation on audit, accounting and related
financial matters. The Committee met twice in 1994. Members of this
Committee are Messrs. Schmidt (Chairman), Nichols and Whitson and Mrs.
Michel. Messrs. Schmidt and Nichols will be replaced as Committee members by
the Board of Directors following the 1995 Annual Meeting.

Director Nominating Committee. This Committee recommends to the Board
persons to be nominated for election as Directors by you and the other
Stockholders and selects and proposes nominees for election by the Board
between Annual Meetings. The Committee will consider suggestions from
Stockholders submitted in writing to the Secretary of the Corporation. The
Committee met three times in 1994. Members of this Committee are Messrs.
Pitney (Chairman), Shafer and Riordan and Dr. Ilchman.

EXECUTIVE OFFICERS OF THE CORPORATION

Information with respect to Executive Officers, other than Messrs. Morris
and Schroeder, is as follows:

<TABLE>
<CAPTION>
POSITION WITH CORPORATION
AND PRINCIPAL OCCUPATION
NAME AGE DURING PAST FIVE YEARS
-------------------- --- ------------------------------------------------------------------

<S> <C> <C>
Thomas G. Moles 52 PRESIDENT AND PORTFOLIO MANAGER OF THE CORPORATION SINCE APRIL 1990. Mr.
Moles is also President and Portfolio Manager of Seligman Select
Municipal Fund, Inc. and Vice President and Portfolio Manager of four of
the open-end investment companies in the Seligman Group and a Director
and Managing Director of the Manager; Director, J. & W. Seligman Trust
Company, Seligman Financial Services, Inc. and Seligman Services, Inc.;
formerly, Director of Seligman Securities, Inc.

</TABLE>
10

<PAGE>
<TABLE>
<CAPTION>
POSITION WITH CORPORATION
AND PRINCIPAL OCCUPATION
NAME AGE DURING PAST FIVE YEARS
-------------------- --- ------------------------------------------------------------------

<S> <C> <C>
Eileen A. Comerford 37 VICE PRESIDENT AND ASSISTANT PORTFOLIO MANAGER OF THE CORPORATION SINCE
APRIL 1990. Ms. Comerford is also Vice President and Assistant Portfolio
Manager of Seligman Select Municipal Fund, Inc.; Vice President,
Investment Officer of the Manager; and Assistant Portfolio Manager of
four of the open-end investment companies in the Seligman Group.

Audrey G. Kuchtyak 35 VICE PRESIDENT OF THE CORPORATION SINCE APRIL 1990. Ms. Kuchtyak is also
Vice President of Seligman Select Municipal Fund, Inc. and Vice
President, Investment Officer of the Manager.

Lawrence P. Vogel 38 VICE PRESIDENT (FORMERLY, TREASURER) OF THE CORPORATION 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,
Union Data Service Center, Inc.) (formerly, Treasurer); Treasurer,
Seligman Henderson Co.; formerly, an Audit Senior Manager, Price
Waterhouse, Senior Vice President, Finance of Seligman Securities, Inc.
and Senior Vice President, Finance of J. & W. Seligman Trust Company.

Frank J. Nasta 30 SECRETARY OF THE CORPORATION SINCE MARCH 1994. Mr. Nasta is also
Secretary of the Manager, the other Seligman Group investment companies,
J. & W. Seligman Trust Company, Seligman Financial Services, Inc.,
Seligman Henderson Co., Seligman Services, Inc. and Seligman Data Corp.
(formerly, Union Data Service Center, Inc.); Vice President, Law and
Regulation of the Manager; formerly, attorney at the law firm of Seward &
Kissel.

Thomas G. Rose 37 TREASURER OF THE CORPORATION SINCE NOVEMBER 1992. Mr. Rose is also
Treasurer of the other Seligman Group investment companies and of
Seligman Data Corp. (formerly, Union Data Service Center, Inc.);
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 is 100 Park Avenue, New York, New York 10017.
11

<PAGE>
REMUNERATION OF DIRECTORS AND OFFICERS

Directors of the Corporation who are not employees of the Manager or its
affiliates each receive from the Corporation retainer fees of $1,000 per
year. In addition, such Directors are paid up to $25 for each day on which
they attend Board and/or Committee meetings and are reimbursed for the
expenses of attending meetings. Total Directors' fees paid by the
Corporation for the fiscal year ended October 31, 1994 were as follows:

<TABLE>
<CAPTION>
NUMBER OF DIRECTORS AGGREGATE DIRECT
IN GROUP CAPACITY IN WHICH REMUNERATION WAS RECEIVED REMUNERATION
-------------------- ------------------------------------------- ------------------

<S> <C> <C>
9 Directors and Members of Committees $10,400

</TABLE>

Directors attendance, retainer and/or committee fees paid to each Director
during fiscal year 1994 was as follows:

<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS FROM CORPORATION AND
NAME FROM CORPORATION PART OF CORPORATION EXPENSES FUND COMPLEX*
------------------------ ------------------------------------ ----------------------------------- -----------------------------

<S> <C> <C> <C>
Alice S. Ilchman $ 1,175 -0- $67,000

John E. Merow 1,150** -0- 66,000

Betsy S. Michel 1,150 -0- 66,000

Douglas R. Nichols, Jr. 1,150 -0- 66,000

James C. Pitney 1,175 -0- 67,000

James Q. Riordan 1,150 -0- 66,000

Herman J. Schmidt 1,150 -0- 66,000

Robert L. Shafer 1,150 -0- 66,000

James N. Whitson 1,150** -0- 66,000
---------------

$10,400
---------------
---------------

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

** Mr. Merow has elected to defer receiving his fees from the Corporation. From 1991 to December 31, 1994, Mr. Merow has
deferred $4,864.37, including interest earned. Mr. Pitney, who had deferred receiving his fees from the Corporation from 1991
up to 1993, has a balance of $2,429.50 in his deferred plan, including interest earned. Mr. Whitson has also elected to defer
receiving his fees from the Corporation. From 1993 to December 31, 1994, Mr. Whitson has deferred $1,972.42, including
interest earned.

</TABLE>

No compensation is paid by the Corporation to Directors or officers of the
Corporation 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>
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR THE ELECTION OF THE FOREGOING
NOMINEES TO SERVE AS DIRECTORS OF THE CORPORATION.

B. RATIFICATION OF SELECTION OF 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 Corporation for 1995, subject to ratification or rejection by
Stockholders.

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 Corporation (as defined in the 1940 Act), has
selected Deloitte & Touche LLP. The firm of Deloitte & Touche LLP has
extensive experience in investment company accounting and auditing. It is
expected that a representative of Deloitte & Touche LLP will be present at
the Meeting and will have an 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.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF
DELOITTE & TOUCHE LLP AS AUDITORS OF THE CORPORATION.

C. OTHER MATTERS; STOCKHOLDER PROPOSALS

The 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.

Notice is hereby given that any Stockholder proposal which may properly be
included in the proxy solicitation material for the next Annual Meeting, now
scheduled for May 1996, must be received by the Corporation no later than
December 14, 1995.
13

<PAGE>
D. EXPENSES

The Corporation 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 Corporation, the
Manager, Seligman Financial Services, Inc., J. & W. Seligman Trust Company,
Seligman Services, Inc. and Seligman Data Corp., and the Corporation may
reimburse persons holding shares in their names or names of their nominees
for their expenses in sending solicitation material to their principals. The
Corporation has engaged Morrow & Co., Inc., 909 Third Avenue, New York, N.Y.
10022-4799 to assist in soliciting for a fee of $1,000 plus expenses.

By order of the Board of Directors,

Secretary

------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL STOCKHOLDERS,
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>
PROXY

COMMON

SELIGMAN QUALITY MUNICIPAL FUND, INC.

100 Park Avenue

New York, New York 10017

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned, revoking previous proxies, acknowledges receipt of the
Notice of Meeting and Proxy Statement for the Annual Meeting of
Stockholders of SELIGMAN QUALITY MUNICIPAL FUND, INC. to be held May 18,
1995 and appoints JOHN E. MEROW, WILLIAM C. MORRIS and RONALD T. SCHROEDER
(and each of them) proxies, with power of substitution, to attend the
Annual Meeting (and any adjournments thereof) and vote all shares the
undersigned is entitled to vote upon the matters indicated on the reverse
side and on any other business that may properly come before the Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR
THE ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS AND FOR THE
RATIFICATION OF THE SELECTION OF AUDITORS.

By signing and dating this card, you authorize the proxies to use their
discretion to vote any other matters as may properly come before the
Meeting or any adjournment thereof. Whether or not you intend to attend
the Meeting in person, please complete and return this card at once in the
enclosed envelope.

(Continued and to be signed on the reverse side)

SELQC1

<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES
AND FOR PROPOSAL 2:

1. ELECTION OF DIRECTORS

NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A.
McPherson and Ronald T. Schroeder.

To withhold authority to vote for individual nominee(s) write name(s)
below

FOR ALL \ \ WITHHOLD ALL \ \

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

FOR \ \ AGAINST \ \ ABSTAIN \ \

Date

Signature(s)

YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon
as possible. Mark each vote with a X in the box.

095

SELQC2

<PAGE>
PROXY

PREFERRED SERIES TH

SELIGMAN QUALITY MUNICIPAL FUND, INC.

100 Park Avenue
New York, New York 10017

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned, revoking previous proxies, acknowledges receipt of
the Notice of Meeting and Proxy Statement for the Annual Meeting of
Stockholders of SELIGMAN QUALITY MUNICIPAL FUND, INC. to be held May
18, 1995 and appoints JOHN E. MEROW, WILLIAM C. MORRIS and RONALD T.
SCHROEDER (and each of them) proxies, with power of substitution, to
attend the Annual Meeting (and any adjournments thereof) and vote all
shares the undersigned is entitled to vote upon the matters indicated
on the reverse side and on any other business that may properly come
before the Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL
VOTE FOR THE ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS AND
FOR THE RATIFICATION OF THE SELECTION OF AUDITORS.

By signing and dating this card, you authorize the proxies to use
their discretion to vote any other matters as may properly come before
the Meeting or any adjournment thereof. Whether or not you intend to
attend the Meeting in person, please complete and return this card at
once in the enclosed envelope.

(Continued and to be signed on the reverse side)

SELQT1

<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE
NOMINEES AND FOR PROPOSAL 2:

1. ELECTION OF DIRECTORS

NOMINEES: Fred E. Brown, John R. Galvin, Alice S. Ilchman, Frank A.
McPherson, Betsy S. Michel, Ronald T. Schroeder and James N. Whitson.

To withhold authority to vote for individual nominee(s) write name(s)
below

FOR ALL \ \ WITHHOLD ALL \ \

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

FOR \ \ AGAINST \ \ ABSTAIN \ \

Date

Signature(s)

YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as
soon as possible. Mark each vote with an X in the box.

095T SELQT2