SELIGMAN QUALITY MUNICIPAL FUND INC, DEF 14A, 1998-04-20

SELIGMAN QUALITY MUNICIPAL FUND INC
DEF 14A, 1998-04-20

Previous: CRYO CELL INTERNATIONAL INC, 10QSB, 1998-04-20

Next: SKYMALL INC, 4, 1998-04-20

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 ss.240.14a-11(c) or ss.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):

|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:

---------------------------------------
<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 21, 1998

To the Stockholders:

The sixth Annual Meeting of Stockholders (the "Meeting") of Seligman Quality
Municipal Fund, Inc., a Maryland corporation (the "Corporation"), will be held
at the Ritz-Carlton, 100 Carondelet Plaza, St. Louis, Missouri 63105 on May
21, 1998 at 9:00 A.M., for the following purposes:

(1) To elect four Directors;
(2) To act on a proposal to ratify the selection of Deloitte & Touche
LLP as auditors of the Corporation for 1998; 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 26, 1998 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 20, 1998

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

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 20, 1998

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 21, 1998

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 sixth Annual Meeting of Stockholders
(the "Meeting") to be held in St. Louis, Missouri on May 21, 1998.

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 26, 1998 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 4,683,637 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 stockholder 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 Stockholder 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 20, 1998.

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, four directors are to be elected. Dr. Alice S.
Ilchman and Messrs. Frank A. McPherson, Richard R. Schmaltz and Brian T. Zino,
each of whose term will expire at the 1998 Annual Meeting, have been recom-
mended by the Director Nominating Committee of the Board of Directors of the
Corporation for election to the class whose term will expire in 2001.

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 Dr. Ilchman and Messrs. Mc-
Pherson, Schmaltz and Zino, each designated as both Common and Preferred Di-
rectors.

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 Dr. Ilchman and Messrs. McPherson, Schmaltz and Zino, as well as
the other Directors of the Corporation, follows.

3
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

Frank A. McPher- 2001 RETIRED CHAIRMAN OF THE BOARD 141 Common
son 1995 to Date AND CHIEF EXECUTIVE OFFICER OF Shares
(64) KERR-MCGEE CORPORATION, OKLAHOMA
CITY, OK. Mr. McPherson is a Di-
(ART) rector or Trustee of each of the
Seligman Group of investment
companies.+ He is also a Direc-
tor of Kimberly-Clark Corpora-
tion, Bank of Oklahoma Holding
Company, Baptist Medical Center,
Oklahoma Chapter of the Nature
Conservancy, Oklahoma Medical
Research Foundation, and Na-
tional Boys and Girls Clubs of
America; and President of the
Oklahoma Foundation for Excel-
lence in Education. He was for-
merly Chairman of the Oklahoma
City Chamber of Commerce and the
Oklahoma City Public Schools
Foundation; a Director of the
Federal Reserve System's Kansas
City Reserve Bank; and a Member
of The Business Roundtable.
</TABLE>

4
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

<TABLE>
<CAPTION>
THE NOMINEES DESIGNATED BY ASTERISK
(*) ARE "INTERESTED PERSONS" SECURITIES
NAME, PERIOD EXPIRATION OF OF THE CORPORATION (AS THAT TERM BENEFICIALLY
SERVED AS TERM IF IS DEFINED IN THE INVESTMENT OWNED, DIRECTLY OR
A DIRECTOR AND ELECTED AS COMPANY ACT OF 1940, AS AMENDED) INDIRECTLY, AS OF
(AGE) A DIRECTOR BECAUSE OF THEIR STATED ASSOCIATIONS. MARCH 26, 1998
---------------- ---------- ------------------------------------- -------------------
<S> <C> <C> <C>
Richard R. 2001 DIRECTOR AND MANAGING DIRECTOR, 1,573
Schmaltz* 1997 to DIRECTOR OF INVESTMENTS, J. & W. Common
Date (57) SELIGMAN & CO. INCORPORATED, NEW Shares
YORK, NY. Mr. Schmaltz is a Di-
(ART) rector or Trustee of each of the
Seligman Group of investment
companies,+ with the exception
of Seligman Cash Management
Fund, Inc. He is also a Director
of Seligman Henderson Co. and a
Trustee Emeritus of Colby Col-
lege. He was formerly Director,
Investment Research at Neuberger
& Berman from May 1993 to Sep-
tember 1996 and Executive Vice
President of McGlinn Capital
from July 1987 to May 1993.

Brian T. Zino* 2001 DIRECTOR AND PRESIDENT, J. & W. 1,474
1993 to Date SELIGMAN & CO. INCORPORATED, NEW Common
(45) YORK, NY. Mr. Zino is President Shares
of each of the Seligman Group of
(ART) investment companies,+ with the
exception of the Corporation and
Seligman Select Municipal Fund,
Inc. He is also a Director or
Trustee of each of the Seligman
Group of investment companies;
Chairman of Seligman Data Corp.;
and a Director of Seligman
Financial Services, Inc.,
Seligman Services, Inc. and
Seligman Henderson Co.

</TABLE>
5
<PAGE>

OTHER DIRECTORS

The other Directors of the Corporation whose terms will not expire in 1998
are:

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

<TABLE>
<CAPTION>
THE NOMINEES DESIGNATED BY ASTERISK
(*) ARE "INTERESTED PERSONS" SECURITIES
NAME, PERIOD EXPIRATION OF OF THE CORPORATION (AS THAT TERM BENEFICIALLY
SERVED AS TERM IF IS DEFINED IN THE INVESTMENT OWNED, DIRECTLY OR
A DIRECTOR AND ELECTED AS COMPANY ACT OF 1940, AS AMENDED) INDIRECTLY, AS OF
(AGE) A DIRECTOR BECAUSE OF THEIR STATED ASSOCIATIONS. MARCH 26, 1998
---------------- ---------- ------------------------------------- -------------------
<S> <C> <C> <C>
John R. Gal- 2000 DEAN, FLETCHER SCHOOL OF LAW 100 Common
vin1995 to Date AND DIPLOMACY AT TUFTS UNIVER- Shares
(68) SITY, MEDFORD, MA. General Gal-
vin is a Director or Trustee of
each of the Seligman Group of
investment companies.+ He is
also Chairman of the American
Council on Germany; a Governor
of the Center for Creative
Leadership; and a Director of
Raytheon Co., the National De-
fense University, and the In-
stitute for Defense Analysis.
He was formerly a Director of
USLIFE Corporation; Ambassador,
U.S. State Department for nego-
tiations in Bosnia; Distin-
guished Policy Analyst at Ohio
State University; and Olin Dis-
tinguished Professor of Na-
tional Security Studies at the
United States Military Academy.
From June 1987 to June 1992,
General Galvin was the Supreme
Allied Commander, Europe and
the Commander- in-Chief, United
States European Command.

</TABLE>

6
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

John E. Merow 1999 RETIRED CHAIRMAN AND SENIOR 1,000 Com-
1991 to Date PARTNER, SULLIVAN & CROMWELL, mon Shares
(68) 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
Industries, Inc., the Foreign
Policy Association, the Munici-
pal Art Society of New York, and
the United States Council for
International Business; Chairman
of the American Australian Asso-
ciation; Chairman of The New
York and Presbyterian Care Net-
work, Inc. and a Trustee of The
New York and Presbyterian Hospi-
tal; Vice Chairman of the United
States-New Zealand Council; and
a Member of the American Law In-
stitute and the Council on For-
eign Relations.

Betsy S. Michel 1999 ATTORNEY, GLADSTONE, NJ. Mrs. 527 Common
1991 to Date Michel is a Director or Trustee Shares
(55) of each of the Seligman Group of
investment companies.+ She is
also a Trustee of The Geraldine
R. Dodge Foundation; and Chair-
man 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>

7
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

<TABLE>
<CAPTION>
THE NOMINEES DESIGNATED BY ASTERISK
(*) ARE "INTERESTED PERSONS" SECURITIES
NAME, PERIOD EXPIRATION OF OF THE CORPORATION (AS THAT TERM BENEFICIALLY
SERVED AS TERM IF IS DEFINED IN THE INVESTMENT OWNED, DIRECTLY OR
A DIRECTOR AND ELECTED AS COMPANY ACT OF 1940, AS AMENDED) INDIRECTLY, AS OF
(AGE) A DIRECTOR BECAUSE OF THEIR STATED ASSOCIATIONS. MARCH 26, 1998
---------------- ---------- ------------------------------------- -------------------
<S> <C> <C> <C>
William C. Mor- 2000 CHAIRMAN, J. & W. SELIGMAN & CO. 11,014 Common
ris* 1990 to INCORPORATED, NEW YORK, NY. Mr. Shares
Date (60) Morris is Chairman and Chief
Executive Officer of each of the
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.

James C. Pitney 1999 RETIRED PARTNER, PITNEY, HARDIN, 100 Common
1991 to Date KIPP & SZUCH, LAW FIRM, Shares
(71) MORRISTOWN, NJ. Mr. Pitney is a
Director or Trustee of each of
the Seligman Group of investment
companies.+ He was formerly a
Director of Public Service En-
terprise Group.

James Q. Riordan 2000 DIRECTOR, VARIOUS ORGANIZATIONS, 475 Common
1991 to Date STUART, FL. Mr. Riordan is a Di- Shares
(70) rector or Trustee of each of the
Seligman Group of investment
companies.+ He is also a Direc-
tor of The Houston Exploration
Company, The Brooklyn Museum,
Keyspan Energy Corporation,
Brooklyn Union Gas Company, The
Committee for Economic Develop-
ment, and Public Broadcasting
Service (PBS). He was formerly
Vice Chairman of Mobil Corpora-
tion; Co-Chairman of the Policy
Council of The Tax Foundation; a
Director and President of
Bekaert Corporation; and a Di-
rector of Tesoro Petroleum Com-
panies, Inc. and Dow Jones &
Company, Inc.

</TABLE>

8
<PAGE>

PRINCIPAL OCCUPATION AND OTHER
INFORMATION

James N. Whitson 1999 RETIRED EXECUTIVE VICE PRESIDENT 715 Common
1993 to Date AND CHIEF OPERATING OFFICER OF Shares
(63) SAMMONS ENTERPRISES, INC., DAL-
LAS, TX. Mr. Whitson is a Direc-
tor or Trustee of each of the
Seligman Group of investment
companies.+ He is also a Consul-
tant to and Director of Sammons
Enterprises, Inc.; and a Direc-
tor of C-SPAN and CommScope,
Inc. He was formerly a Director
of Red Man Pipe and Supply Com-
pany.
</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., Seligman Value Fund Series, Inc., and Tri-Continental Corporation.

9
<PAGE>

Unless otherwise indicated, Directors have sole voting and investment power
with respect to shares shown. At March 26, 1998, 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 9,746
shares registered in his wife's name.

As of January 1, 1997, Mr. Richard R. Schmaltz bought 500 Class A common
shares and 500 Class B common shares of the Manager from the Manager, each at
a price of $230.60 per share. As of January 1, 1998, Mr. Schmaltz bought 500
Class A common shares and 1,000 Class B common shares of the Manager from the
Manager, each at a price of $239.48.

The Board of Directors met six times during 1997. The standing committees of
the Board include the Board Operations Committee, 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.

Board Operations Committee. This Committee has authority generally to direct
the operations of the Board, including the nomination of members of other
Board Committees, and the selection of legal counsel for the Corporation. The
Committee met once in 1997. Members of the Committee are Messrs. Riordan
(Chairman), Galvin, McPherson, Merow, Pitney, Shafer and Whitson, Dr. Ilchman
and Mrs. Michel.

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 1997. 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 the 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 once in 1997. 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 56 PRESIDENT AND PORTFOLIO MANAGER OF THE CORPORATION
since April 1990. Mr. Moles is a Managing Director of
the Manager. He is President and Portfolio Manager of
Seligman Select Municipal Fund, Inc. and Vice President
and Portfolio Manager of four of the open-end invest-
ment companies in the Seligman Group. He is also a Di-
rector of Seligman Financial Services, Inc. and Selig-
man Services, Inc.
Eileen A. Comerford 40 VICE PRESIDENT AND ASSISTANT PORTFOLIO MANAGER OF THE
CORPORATION since April 1990. Ms. Comerford is a Vice
President, Investment Officer of the Manager. 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 38 VICE PRESIDENT OF THE CORPORATION since April 1990. Ms.
Kuchtyak is a Vice President, Investment Officer of the
Manager. She is also Vice President of Seligman Select
Municipal Fund, Inc.
Lawrence P. Vogel 41 VICE PRESIDENT OF THE CORPORATION since January 1992.
Mr. Vogel is Senior Vice President, Finance of the Man-
ager. He is Vice President of the other investment com-
panies in the Seligman Group. He is also Senior Vice
President, Finance of Seligman Financial Services, Inc.
and Seligman Data Corp.; Vice President of Seligman
Services, Inc.; and Treasurer of Seligman 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 33 SECRETARY OF THE CORPORATION since March 1994. Mr. Nasta is
Senior Vice President, Law and Regulation and Corporate Sec-
retary of the Manager. He is Secretary of the other invest-
ment companies in the Seligman Group. He is also Corporate
Secretary of Seligman Financial Services, Inc., Seligman
Services, Inc., Seligman Henderson Co. and Seligman Data
Corp.
Thomas G. Rose 40 TREASURER OF THE CORPORATION since November 1992. Mr. Rose
is Treasurer of the other investment companies in the Selig-
man Group. He is also Treasurer of Seligman Data Corp.
</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 Officers 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 a total of $2,000 for each day on which
they attend Board and/or Committee meetings, which is paid proportionately by
the Corporation and the other Seligman Group investment companies meeting on
the same day. The Directors are also reimbursed for the expenses of attending
meetings. Total Directors' fees paid by the Corporation for the fiscal year
ended October 31, 1997 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 $10,325
</TABLE>

Directors attendance, retainer and/or committee fees paid to each Director
during fiscal 1997 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 $ 1,175 -0- $67,000
Alice S. Ilchman 1,125 -0- 65,000
Frank A. McPherson 1,150 -0- 66,000
John E. Merow 1,125+ -0- 65,000
Betsy S. Michel 1,175 -0- 67,000
James C. Pitney 1,100+ -0- 64,000
James Q. Riordan 1,150 -0- 66,000
Robert L. Shafer 1,150 -0- 66,000
James N. Whitson 1,175+ -0- 67,000
-------
$10,325
=======
</TABLE>
- ------------
*There are 17 other investment companies in the Seligman Group.
+ Mr. Merow, who had deferred receiving his fees from the Corporation from
1991 up to 1997, has a balance as of October 31, 1997 of $8,153 in his de-
ferred plan, including interest earned. Mr. Pitney, who had deferred re-
ceiving his fees from the Corporation from 1991 up to 1993, has a balance
as of October 31, 1997 of $2,817 in his deferred plan, including interest
earned. Mr. Whitson has elected to defer receiving his fees from the Corpo-
ration. From 1993 through October 31, 1997, Mr. Whitson has deferred
$5,817, 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 EACH OF THE 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 1998, 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 1998. 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 THE SELECTION OF DELOITTE & TOUCHE LLP
AS AUDITORS OF THE CORPORATION.

C. OTHER MATTERS; STOCKHOLDER PROPOSALS

The Corporation 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 1999, must be received by the Corporation no later than De-
cember 21, 1998.

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 via
facsimile by Directors, officers and employees of the Corporation, the Manager,
Seligman 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.
Managed by

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

SELIGMAN QUALITY MUNICIPAL FUND, INC.

Notice of Annual Meeting of Stockholders and Proxy Statement

Time: May 21, 1998
9:00 A.M.

Place: Ritz-Carlton
100 Carondelet Plaza
St. Louis, Missouri 63105

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

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 21, 1998 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 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:

1. ELECTION OF DIRECTORS
NOMINEES: Alice S. Ilchman, Frank A. McPherson, Richard R. Schmaltz, and
Brian T. Zino

FOR ALL [ ] WITHHOLD ALL [ ]

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

___________________________________________________________________

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

FOR [ ] AGAINST [ ] ABSTAIN [ ]

DATED _____________________________,1998

________________________________________
Signature
________________________________________
Signature (if jointly held)

Please sign exactly as your name(s)
appears(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>

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:

1. ELECTION OF DIRECTORS

NOMINEES: Alice S. Ilchman, Frank A. McPherson, Richard R. Schmaltz, and
Brian T. Zino

FOR ALL [ ] WITHHOLD ALL [ ]

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

__________________________________________________________________

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

FOR [ ] AGAINST [ ] ABSTAIN [ ]

DATED _____________________________,1998

________________________________________
Signature
________________________________________
Signature (if jointly held)

Please sign exactly as your name(s)
appears(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.