SELIGMAN QUALITY MUNICIPAL FUND INC, DEF 14A, 1997-04-17

SELIGMAN QUALITY MUNICIPAL FUND INC
DEF 14A, 1997-04-17

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SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Seligman Quality Municipal Fund, 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):

[_] $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:

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(2) Aggregate number of securities to which transaction applies:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:
<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 15, 1997

To the Stockholders:

The fifth Annual Meeting of Stockholders (the "Meeting") of Seligman Quality
Municipal Fund, Inc., a Maryland corporation (the "Corporation"), will be held
at the World Trade Center, Commonwealth Pier, 164 Northern Avenue, Boston,
Massachusetts 02210 on May 15, 1997 at 9:00 A.M., for the following purposes:

(1) To elect six Directors;
(2) To act on a proposal to ratify the selection of Deloitte & Touche
LLP as auditors of the Corporation for 1997; 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 in-
spection by Stockholders.

The close of business on March 20, 1997 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,

/s/ Frank J. Nasta

Secretary

Dated: New York, New York, April 16, 1997

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

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 16, 1997

SELIGMAN QUALITY MUNICIPAL FUND, INC.

100 PARK AVENUE, NEW YORK, NEW YORK 10017

PROXY STATEMENT

FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 1997

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 fifth Annual Meeting of Stockholders
(the "Meeting") to be held in Boston, Massachusetts on May 15, 1997.

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 in-
structions and return your signed Proxy, your shares will be voted (i) for the
election of each of the nominees for Director, (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 adjourn-
ment 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 20, 1997 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 out-
standing 672 shares of municipal auction rate cumulative preferred stock, se-
ries 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
all matters to be voted upon, 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.

2
<PAGE>

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 16, 1997.

A. ELECTION OF DIRECTORS

(Proposal 1)

The Board of Directors is presently comprised of twelve 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 ex-
pires in each year.

At the Meeting this year, six directors are to be elected. General John R.
Galvin and Messrs. William C. Morris, James Q. Riorden and Robert L. Shafer,
each of whose term will expire at the 1997 Annual Meeting, have each been rec-
ommended by the Director Nominating Committee of the Board of Directors of the
Corporation for election to the class whose term will expire in 2000. Messrs.
Richard R. Schmaltz and Brian T. Zino have each been recommended by the Direc-
tor Nominating Committee for election to the class whose term will expire in
1998.

The Board of Directors previously had thirteen members. On March 20, 1997,
Mr. Fred E. Brown retired and the Board of Directors authorized a reduction in
the number of members of the Board to twelve. Additionally, Mr. Ronald T.
Schroeder has elected to retire at the 1997 Annual Meeting. In order to main-
tain three equal classes of Directors, Messrs. Schmaltz and Zino are standing
for election for one year terms. Mr. Zino has elected to resign immediately
preceding the Annual Meeting from the class whose term expires in 1999 and
stand for election to the class whose term will expire in 1998. Each of these
six nominees seek election by the holders of the Preferred Shares and Common
Shares, voting together as a single class.

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 General Galvin and Messrs.
Morris, Riordan, Schmaltz, Shafer and Zino, each designated as both Common and
Preferred Directors.

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 Corporation, but if that should occur before the Meeting, Proxies will be
voted for the persons the Board of Directors recommends.

Background information, including the period for which each has served as
Director, for General Galvin and Messrs. Morris, Riordan, Schmaltz, Shafer and
Zino, as well as the other Directors of the Corporation, follows.

3
<PAGE>

PRINCIPAL OCCUPATION AND OTHER INFORMATION

SHARES
NAME, PERIOD EXPIRATION OF THE NOMINEES DESIGNATED BY ASTERISK (*) ARE BENEFICIALLY
SERVED AS TERM IF "INTERESTED PERSONS" OF THE CORPORATION (AS THAT TERM OWNED, DIRECTLY OR
DIRECTOR AND ELECTED AS IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, INDIRECTLY, AS OF
(AGE) A DIRECTOR AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. MARCH 24, 1997
---------------- -------- --------------------------------------------------------- -------------------
<S> <C> <C> <C>
John R. Gal- 2000 DEAN, FLETCHER SCHOOL OF LAW AND 100 Common
vin1995 to Date DIPLOMACY AT TUFTS UNIVERSITY, Shares
(67) MEDFORD, MA. General Galvin is a
Director or Trustee of each of
[ART APPEARS HERE] the Seligman Group of investment
companies.+ He is also Chairman
of the American Council on Ger-
many; a Governor of the Center
for Creative Leadership; and a
Director of USLIFE Corporation,
Raytheon Co., the National De-
fense University, and the Insti-
tute for Defense Analysis. He
was formerly: Ambassador, U.S.
State Department for negotia-
tions in Bosnia, Distinguished
Policy Analyst at Ohio State
University, and Olin Distin-
guished Professor of National
Security Studies at the United
States Military Academy. From
June 1987 to June 1992, General
Galvin was the Supreme Allied
Commander, Europe and the Com-
mander-in-Chief, United States
European Command.

William C. Mor- 2000 CHAIRMAN, J. & W. SELIGMAN & CO. 10,331 Common
ris* 1990 to INCORPORATED, NEW YORK, NY. Mr. Shares
Date (58) Morris is Chairman and Chief
Executive Officer of each of the
[ART APPEARS HERE] Seligman Group of investment
companies;+ Chairman of Seligman
Financial Services, Inc., and
Seligman Services, Inc.; and a
Director of Seligman Data Corp.
He is also Chairman of Carbo
Ceramics Inc., a Member of the
Board of Governors of the
Investment Company Institute,
and a Director of Kerr-McGee
Corporation.
</TABLE>

4
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

SHARES
NAME, PERIOD EXPIRATION OF THE NOMINEES DESIGNATED BY ASTERISK (*) ARE BENEFICIALLY
SERVED AS TERM IF "INTERESTED PERSONS" OF THE CORPORATION (AS THAT TERM OWNED, DIRECTLY OR
DIRECTOR AND ELECTED AS IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, INDIRECTLY, AS OF
(AGE) A DIRECTOR AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. MARCH 24, 1997
---------------- -------- --------------------------------------------------------- -------------------
<S> <C> <C> <C>
James Q. Riordan 2000 DIRECTOR, VARIOUS CORPORATIONS, 438 Common
1991 to Date STUART, FL. Mr. Riordan is a Di- Shares
(69) rector or Trustee of each of the
Seligman Group of investment
companies.+ He is also a Direc-
[ART APPEARS HERE] tor of The Houston Exploration
Company, The Brooklyn Museum,
The Brooklyn Union Gas Company,
The Committee for Economic De-
velopment, Dow Jones & Co.,
Inc., and Public Broadcasting
Service. He was formerly Co-
Chairman of the Policy Council
of The Tax Foundation; a Direc-
tor and President of Bekaert
Corporation; and a Director of
Tesoro Petroleum Companies, Inc.

Richard R. 1998 MANAGING DIRECTOR, DIRECTOR OF 1,500
Schmaltz* (56) INVESTMENTS, J. & W. SELIGMAN & Common
CO. INCORPORATED, NEW YORK, NY. Shares
Mr. Schmaltz is a Director of
Seligman Henderson Co., Home
State Insurance Company, and
Quaker State Insurance Company;
[ART APPEARS HERE] and a Trustee Emeritus of Colby
College. He was formerly a
Director of Research at
Newberger and Berman from 1993
to 1996 and Executive Vice
President of McGlinn Capital
from 1987 to 1993.

</TABLE>

5
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

Brian T. Zino* 1998 DIRECTOR AND PRESIDENT, J. & W. 1,361
1993 to Date SELIGMAN & CO. INCORPORATED, NEW Common
(44) YORK, NY. Mr. Zino is President Shares
of each of the Seligman Group of
investment companies,+ with the
exception of Seligman Quality
Municipal Fund, Inc. and
Seligman Select Municipal Fund,
Inc. He is also a Director or
[ART APPEARS HERE] Trustee of each of the Seligman
Group of investment companies;
Chairman and President of
Seligman Data Corp.; and a
Director of Seligman Financial
Services, Inc., Seligman
Services, Inc., and Seligman
Henderson Co.
</TABLE>

6
<PAGE>

OTHER DIRECTORS

The other Directors of the Corporation whose terms will not expire in 1997
are:

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

Frank A. Mc- 1998 DIRECTOR, VARIOUS CORPORATIONS, 140 Common
Pherson 1995 to OKLAHOMA CITY, OK. Mr. McPher- Shares
Date (63) son is a Director or Trustee of
each of the Seligman Group of
investment companies.+ He is
also a Director of Kimberly-
Clark Corporation, Bank of
Oklahoma Holding Company, Okla-
homa City Chamber of Commerce,
Baptist Medical Center, Okla-
homa Chapter of the Nature Con-
servancy, Oklahoma Medical Re-
search Foundation, and National
Boys and Girls Clubs of Ameri-
ca; Chairman of the Oklahoma
City Public Schools Foundation;
and a Member of The Business
Roundtable. He was formerly
Chairman of the Board and Chief
Executive Officer of Kerr-McGee
Corporation.
</TABLE>

7
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

SHARES
NAME, PERIOD EXPIRATION OF THE NOMINEES DESIGNATED BY ASTERISK (*) ARE BENEFICIALLY
SERVED AS TERM IF "INTERESTED PERSONS" OF THE CORPORATION (AS THAT TERM OWNED, DIRECTLY OR
DIRECTOR AND ELECTED AS IS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, INDIRECTLY, AS OF
(AGE) A DIRECTOR AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. MARCH 24, 1997
---------------- -------- --------------------------------------------------------- -------------------
<S> <C> <C> <C>
John E. Merow* 1999 RETIRED CHAIRMAN AND SENIOR 1,000 Com-
1991 to Date PARTNER, SULLIVAN & CROMWELL, mon Shares
(67) LAW FIRM, NEW YORK, NY. Mr.
Merow is a Director or Trustee
of each of the Seligman Group of
investment companies.+ He is
also a Director of Commonwealth
Aluminum Corporation, the Munic-
ipal Art Society of New York,
and the United States--New Zea-
land Council; a Trustee of the
United States Council for Inter-
national Business; a Member of
the American Law Institute and
the Council on Foreign Rela-
tions; Chairman of the American
Australian Association; and a
Member of the Board of Governors
of the Foreign Policy Associa-
tion and the New York Hospital.

Betsy S. Michel 1999 ATTORNEY, GLADSTONE, NJ. Mrs. 518 Common
1991 to Date Michel is a Director or Trustee Shares
(54) of each of the Seligman Group of
investment companies.+ She is
also a Trustee of the Geraldine
Dodge Foundation, and Chairman
of the Board of Trustees of
St. George's School (Newport,
RI). She was formerly a Director
of The National Association of
Independent Schools (Washington,
DC).
</TABLE>

8
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

James N. Whitson 1999 EXECUTIVE VICE PRESIDENT AND 659 Common
1993 to Date CHIEF OPERATING OFFICER AND DI- Shares
(62) RECTOR, SAMMONS ENTERPRISES,
INC., DALLAS, TX. Mr. Whitson is
a Director or Trustee of each of
the Seligman Group of investment
companies.+ He is also a Direc-
tor of Red Man Pipe and Supply
Company and C-SPAN.
</TABLE>

+The Seligman Group of investment companies consists of the Corporation, Se-
ligman Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman Com-
mon Stock Fund, Inc., Seligman Communications and Information Fund, Inc., Se-
ligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman Henderson
Global Fund Series, Inc., Seligman High Income Fund Series, Seligman Income
Fund, Inc., Seligman Municipal Fund Series, Inc., Seligman Municipal Series
Trust, Seligman New Jersey Municipal Fund, Inc., Seligman Pennsylvania Munici-
pal Fund Series, Seligman Portfolios, Inc., Seligman Select Municipal Fund,
Inc., and Tri-Continental Corporation.

9
<PAGE>

Unless otherwise indicated, Directors have sole voting and investment power
with respect to shares shown. At March 24, 1997, all Directors and officers of
the Corporation as a group owned beneficially less than 1% of the Corpora-
tion's Common Shares.

Mr. Morris disclaims beneficial ownership of 9,161 shares registered in his
wife's name.

As of January 1, 1996, Mr. Ronald T. Schroeder sold 535 Class A common
shares of the Manager to the Manager, at a price of $2,142.91 per share. A
Form 5 for each fiscal year of the Corporation from 1993 to 1995 to report re-
investment of monthly dividends and annual distributions was not filed by Mrs.
Michel. A Form 5 with respect to fiscal 1996, which reported all shares previ-
ously acquired through reinvestment, was filed late.

The Board of Directors met six times during 1996. 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 de-
scribed below.

Audit Committee. This Committee recommends the independent public accoun-
tants for selection as auditors by the Board and stockholder approval annual-
ly. In addition, it reviews, with the auditors and such other persons as it
determines, (a) the scope of audit, (b) accounting and financial internal con-
trols, (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 an-
nually. It is directly available to the auditors and officers of the Corpora-
tion for consultation on audit, accounting and related financial matters. The
Committee met twice in 1996. Members of this Committee are Messrs. Whitson
(Chairman), Galvin and McPherson and Mrs. Michel.

Director Nominating Committee. This Committee recommends to the Board per-
sons to be nominated for election as Directors by you and the other Stockhold-
ers 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 twice in
1996. Members of this Committee are Messrs. Pitney (Chairman), Shafer and
Riordan and Dr. Ilchman.

10
<PAGE>

EXECUTIVE OFFICERS OF THE CORPORATION

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

<TABLE>
<CAPTION>
POSITION WITH CORPORATION AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
<C> <C> <S>
Thomas G. Moles 54 PRESIDENT AND PORTFOLIO MANAGER OF THE CORPORATION
since April 1990. Mr. Moles is a Managing Director of
J. & W. Seligman & Co. Incorporated. He is 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. He is also a Director of Seligman Fi-
nancial Services, Inc. and Seligman Services, Inc.
Eileen A. Comerford 39 VICE PRESIDENT AND ASSISTANT PORTFOLIO MANAGER OF THE
CORPORATION since April 1990. Ms. Comerford is a Vice
President, Investment Officer of J. & W. Seligman & Co.
Incorporated. She is also Vice President and Assistant
Portfolio Manager of Seligman Select Municipal Fund,
Inc. and Assistant Portfolio Manager of four of the
open-end investment companies in the Seligman Group.
Audrey G. Kuchtyak 37 VICE PRESIDENT OF THE CORPORATION since April 1990. Ms.
Kuchtyak is a Vice President, Investment Officer of J.
& W. Seligman & Co. Incorporated. She is also Vice
President of Seligman Select Municipal Fund, Inc.
Lawrence P. Vogel 40 VICE PRESIDENT OF THE CORPORATION since January 1992.
Mr. Vogel is Senior Vice President, Finance of J. & W.
Seligman & Co. Incorporated. He is Vice President of
the other Seligman Group of investment companies. He is
also Senior Vice President, Finance of Seligman Finan-
cial Services, Inc. and Seligman Data Corp.; Vice Pres-
ident of Seligman Services, Inc.; and Treasurer of Se-
ligman Henderson Co.
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
POSITION WITH CORPORATION AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
<C> <C> <S>
Frank J. Nasta 32 SECRETARY OF THE CORPORATION since March 1994. Mr. Nasta is
Senior Vice President, Law and Regulation and Corporate Sec-
retary of J. & W. Seligman & Co. Incorporated. He is Secre-
tary of the other Seligman Group of investment companies. He
is also Corporate Secretary of Seligman Financial Services,
Inc., Seligman Services, Inc., Seligman Henderson Co., and
Seligman Data Corp. He was formerly an attorney at the law
firm of Seward & Kissel.
Thomas G. Rose 39 TREASURER OF THE CORPORATION since November 1992. Mr. Rose
is Treasurer of the other Seligman Group of investment com-
panies. He is also Treasurer of Seligman Data Corp. He was
formerly Treasurer of American Investors Advisors, Inc. and
the American Investors Family of Funds.
</TABLE>

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

12
<PAGE>

REMUNERATION OF DIRECTORS AND OFFICERS

Directors of the Corporation who are not employees of the Manager or its af-
filiates 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 at-
tend Board and/or Committee meetings and are reimbursed for the expenses of
attending meetings. Total Directors' fees paid by the Corporation for the fis-
cal year ended October 31, 1996 were as follows:

<TABLE>
<CAPTION>
NUMBER OF DIRECTORS AGGREGATE DIRECT
IN GROUP CAPACITY IN WHICH REMUNERATION WAS RECEIVED REMUNERATION
- ---------------------------------------------------------------------------------
<C> <C> <S>
9 Directors and Members of Committees $10,300
</TABLE>

Directors attendance, retainer and/or committee fees paid to each Director
during fiscal year 1996 were 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>
John R. Galvin $ 1,125 -0- $65,000
Alice S. Ilchman 1,150 -0- 66,000
Frank A. McPherson 1,150 -0- 65,000
John E. Merow 1,150+ -0- 66,000
Betsy S. Michel 1,150 -0- 66,000
James C. Pitney 1,125+ -0- 65,000
James Q. Riordan 1,150 -0- 66,000
Robert L. Shafer 1,150 -0- 66,000
James N. Whitson 1,150+ -0- 66,000
-------
$10,300
=======
</TABLE>
- ------------
**There are 16 other investment companies in the Seligman Group.
+ Mr. Merow elected to defer receiving his fees from the Corporation. From
1991 to October 31, 1996, Mr. Merow has deferred $7,578, including interest
earned. Mr. Merow no longer defers his current compensation as of January
1, 1997. Mr. Whitson has also elected to defer receiving his fees from the
Corporation. From 1993 to December 31, 1996, Mr. Whitson has deferred
$4,389, including interest earned. Mr. Pitney, who had deferred receiving
his fees from the Corporation from 1991 up to 1993, has a balance of $2,677
in his deferred plan, including interest earned.

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 re-
quired to approve the election of the proposed Directors.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS
OF THE CORPORATION.

13
<PAGE>

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 Corpo-
ration for 1997, 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 as auditors of the corporation for 1997. The firm of
Deloitte & Touche LLP has extensive experience in investment company account-
ing 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 re-
quired 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 1998, must be received by the Corporation no later than De-
cember 17, 1997.

14
<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 tele-
graph by Directors, officers and employees of the Corporation, the Manager, Se-
ligman Financial Services, Inc., 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, NY 10022-4799 to assist in soliciting for a fee of $1,000
plus expenses.

By order of the Board of Directors,

/s/ Frank J. Nasta

Secretary

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

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL STOCKHOLDERS, INCLUD-
ING 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 RE-
QUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR
ADMISSION TO THE MEETING.

15
<PAGE>

SELIGMAN
QUALITY
MUNICIPAL
FUND, INC.

Notice of Annual Meeting
of Stockholders
and
Proxy Statement
--------------------------

Time: May 15, 1997
9:00 A.M.

Place: World Trade Center
Commonwealth Pier
164 Northern Avenue
Boston, Massachusetts 02210

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.

SELIGMAN QUALITY MUNICIPAL FUND, INC.
Managed by

[LOGO]
J. & W. Seligman & Co.
incorporated
investment managers and advisors
established 1864
100 Park Avenue, New York, NY 10017

[LOGO]
<PAGE>

PINK CARD
PROXY PREFERRED SERIES TH

SELIGMAN QUALITY MUNICIPAL FUND, INC.
100 Park Avenue, New York, NY 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 15, 1997 and appoints
JOHN E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (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.

(Continued and to be signed on the reverse side)
<PAGE>

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

<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS
NOMINEES: John R. Galvin, William C. Morris, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer and Brian T. Zino FOR ALL / / WITHHOLD ALL / /
To withhold authority to vote for individual nominee(s) write
name(s) below
--------------------------------------------------------------

2. Ratification of the selection of Deloitte & Touche LLP as Auditors. FOR / / AGAINST / / ABSTAIN / /
</TABLE>

DATED _________________________________, 1997

- ---------------------------------------------
Signature

- ---------------------------------------------
Signature (if jointly held)

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

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

SALMON CARD
PROXY COMMON

SELIGMAN QUALITY MUNICIPAL FUND, INC.
100 Park Avenue, New York, NY 10017

This proxy is Solicited on Behalf of the Board of Directors

(Continued and to be signed on the reverse side)
<PAGE>

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

2. Ratification of the selection of Deloitte & Touche LLP as Auditors. FOR / / AGAINST / / ABSTAIN / /
</TABLE>

DATED _________________________________, 1997

- ---------------------------------------------
Signature

- ---------------------------------------------
Signature (if jointly held)

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

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