SELIGMAN QUALITY MUNICIPAL FUND INC, DEF 14A, 2000-04-20

SELIGMAN QUALITY MUNICIPAL FUND INC
DEF 14A, 2000-04-20

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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)

[Insert Name]
(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

Notice of Annual Meeting of Stockholders
to be held on May 18, 2000

To the Stockholders:

The eighth Annual Meeting of Stockholders (the "Meeting") of Seligman Qual-
ity Municipal Fund, Inc., a Maryland corporation (the "Corporation"), will be
held at the Ritz-Carlton Huntington Hotel, 1401 South Oak Knoll Avenue, Pasa-
dena, California 91106 on May 18, 2000 at 9:00 A.M., for the following purpos-
es:

(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 2000; 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 16, 2000 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 19, 2000

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

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 19, 2000

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 18, 2000

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 eighth Annual Meeting of Stockholders
(the "Meeting") to be held in Pasadena, California on May 18, 2000.

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 four Directors, (ii) for the ratification of the selection of au-
ditors and, (iii) 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: Secretary) or by notice at the Meeting at any time prior to the
time it is voted.

The close of business on March 16, 2000 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 4,742,328 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.

In the event that a quorum is not represented at the Meeting or, even if a
quorum is so represented, in the event that sufficient votes in favor of any
management proposal are not received by May 18, 2000, the persons named as
Proxies may propose and vote for one or more adjournments of the Meeting if a
quorum is not represented or, if a quorum is so represented, only with respect
to such management proposal, with no notice other than an announcement at the
Meeting,

2
<PAGE>

and further solicitation may be made. Shares represented by Proxies indicating
a vote against a management proposal will be voted against adjournment in re-
spect of that proposal.

The Corporation's manager is J. & W. Seligman & Co. Incorporated (the "Man-
ager"). 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 re-
port to any Stockholder 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 19, 2000.

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. General John R.
Galvin and Messrs. William C. Morris, James Q. Riordan and Robert L. Shafer,
each of whose term will expire at the 2000 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 2003.

It is the intention of the persons named in the accompanying form of Proxy
to nominate and to vote such Proxy for the election of General Galvin and
Messrs. Morris, Riordan and Shafer. General Galvin has been a Director of the
Corporation since 1995, Mr. Morris has been a Director and Chairman of the
Corporation since 1990, Mr. Riordan has been a Director of the Corporation
since 1991 and Mr. Shafer has been a Director of the Corporation since 1991.

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 regarding General Galvin and Messrs. Morris, Riordan
and Shafer, as well as the other Directors of the Corporation, follows.

3
<PAGE>

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

<TABLE>
<CAPTION>
Securities
Beneficially
Expiration Owned,
Name, Period of Directly or
Served as Term if Indirectly, as
a Director and Elected as Principal Occupation and Other of
(Age) a Director Information March 16, 2000
-------------- ------------ ------------------------------------- --------------
<C> <C> <S> <C>
</TABLE>
John R. Galvin 2003 Dean, Fletcher School of Law and 100 Common
1995 to Date Diplomacy at Tufts University, Shares
(70) Medford, MA. General Galvin is a
Director or Trustee of each of
the Seligman Group of investment
companies.+ He is also Chairman
[PHOTO] Emeritus of the American Council
on Germany; a Governor of the
Center for Creative Leadership;
and a Director of Raytheon Co.,
the National Defense University,
and the Institute for Defense
Analyses. He was formerly a
Director of USLIFE Corporation;
Ambassador, U.S. State
Department for negotiations in
Bosnia; Distinguished Policy
Analyst at Ohio State
University; and Olin
Distinguished Professor of
National Security Studies at the
United States Military Academy.
From June 1987 to June 1992,
General Galvin was the Supreme
Allied Commander, Europe and the
Commander-in-Chief, United
States European Command.

4
<PAGE>

James Q. Riordan 2003 Director, various organizations, 562 Common
1991 to Date Stuart, FL. Mr. Riordan is a Shares
(72) Director or Trustee of each of
the Seligman Group of investment
companies.+ He is also a
Director or Trustee of The
[PHOTO] Houston Exploration Company, The
Brooklyn Museum, KeySpan Energy
Corporation, and The Committee
for Economic Development. He was
formerly Vice Chairman of Mobil
Corporation; Co-Chairman of the
Policy Council of the Tax
Foundation; a Director and
President of Bekaert
Corporation; and a Director of
Tesoro Petroleum Companies, Inc.
and Dow Jones & Company, Inc.
and Public Broadcasting Service
(PBS).

5
<PAGE>

6
<PAGE>

Other Directors
The other Directors of the Corporation whose terms will not expire in 2000
are:
<TABLE>
<CAPTION>
Securities
Beneficially
Owned,
Name, Period Expiration of Directly or
Served as Present Indirectly, as
a Director and Term as Principal Occupation and Other of
(Age) a Director Information March 16, 2000
-------------- ------------- ------------------------------------- --------------
<C> <C> <S> <C>
</TABLE>
Alice S. Ilchman 2001 Retired President, Sarah 125 Common
1991 to Date Lawrence College, Bronxville, Shares
(65) NY. Dr. Ilchman is a Director or
Trustee of each of the Seligman
Group of investment companies.+
She is also Chairman of The
Rockefeller Foun-dation and a
Trustee of The Committee for
Economic Development. She was
formerly a Trustee of The Markle
Foundation; and a Director of
the International Research &
Exchange Board and New York
Telephone Company.

Frank A. McPher- 2001 Retired Chairman of the Board 167 Common
son 1995 to Date and Chief Executive Officer of Shares
(66) Kerr-McGee Corporation, Oklahoma
City, OK. Mr. McPherson is a Di-
rector or Trustee of each of the
Seligman Group of investment
companies.+ He is also a Direc-
tor of Kimberly-Clark Corpora-
tion, Conoco Inc., Bank of Okla-
homa Holding Company, Baptist
Medical Center, Oklahoma Chapter
of the Nature Conservancy, Okla-
homa Medical Research Founda-
tion, National Boys and Girls
Clubs of America, and the Okla-
homa Foundation for Excellence
in Education. He was formerly
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.

7
<PAGE>

<TABLE>
<CAPTION>
Securities
Beneficially
Owned,
Name, Period Expiration of Directly or
Served as Present Indirectly, as
a Director and Term as Principal Occupation and Other of
(Age) a Director Information March 16, 2000
-------------- ------------- ------------------------------------- --------------
<C> <C> <S> <C>
</TABLE>
John E. Merow 2002 Retired Chairman and Senior 1,000 Common
1991 to Date Partner, Sullivan & Cromwell, Shares
(70) law firm, New York, NY. Mr.
Merow is a Director or Trustee
of each of the Seligman Group of
investment companies.+ He is
[PHOTO] 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 New York-Presbyterian
Healthcare Network, Inc. and a
Trustee of New York-Presbyterian
Hospital; Vice Chairman of the
United States-New Zealand Coun-
cil; and a Member of the Ameri-
can Law Institute and the Coun-
cil on Foreign Relations.

Betsy S. Michel 2002 Attorney, Gladstone, NJ. Ms. 551 Common
1991 to Date Michel is a Director or Trustee Shares
(57) of each of the Seligman Group of
investment companies.+ She is
also a Trustee of The Geraldine
R. Dodge Foundation. She was
[PHOTO] formerly a Director of The Na-
tional Association of Indepen-
dent Schools (Washington, DC),
and Chairman of the Board of
Trustees of St. Georges School
(Newport, R.I.).

8
<PAGE>

Richard R.Schmaltz* 2001 Director and Managing Director, 1,580 Common
1997 to Date Director of Investments, J. & W. Shares
(59) Seligman & Co. Incorporated, New
York, NY. Mr. Schmaltz is a Di-
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 Trustee
Emeritus of Colby College. He
was formerly Director, Invest-
ment Research at Neuberger &
Berman from May 1993 to Septem-
ber 1996 and a Member of the
Management Committee of Seligman
Henderson Co.

9
<PAGE>

<TABLE>
<CAPTION>
Securities
Beneficially
Owned,
Name, Period Expiration of Directly or
Served as Present Indirectly, as
a Director and Term as Principal Occupation and Other of
(Age) a Director Information March 16, 2000
-------------- ------------- ------------------------------------- --------------
<C> <C> <S> <C>
</TABLE>
James N. Whitson 2002 Retired Executive Vice President 845 Common
1993 to Date and Chief Operating Officer of Shares
(65) Sammons Enterprises, Inc., Dal-
las, TX. Mr. Whitson is a Direc-
tor or Trustee of each of the
Seligman Group of investment
[PHOTO] companies.+ He is also a Consul-
tant to and Director of Sammons
Enterprises, Inc.; and a Direc-
tor of C-SPAN and CommScope,
Inc.

Brian T. Zino* 2001 Director and President, J. & W. 1,743 Common
1993 to Date Seligman & Co. Incorporated, New Shares
(47) York, NY. Mr. Zino is President
of each of the Seligman Group of
investment companies,+ with the
exception of Seligman Select
Municipal Fund, Inc. and the
Corporation. 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 Advisors, Inc., and
Seligman Services, Inc. He is
also a Member of the Board of
Governors of the Investment
Company Institute and a Director
of ICI Mutual Insurance Company.

10
<PAGE>

*A Director who is or would be an "interested person" of the Corporation, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"), is
indicated by an asterisk(*).

+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 Global Fund Series, Inc., Seligman Growth
Fund, Inc., Seligman High Income Fund Series, Seligman Income Fund, Inc., Se-
ligman Municipal Fund Series, Inc., Seligman Municipal Series Trust, Seligman
New Jersey Municipal Fund, Inc., Seligman New Technologies Fund, Inc., Selig-
man New Technologies Fund II, Inc., Seligman Pennsylvania Municipal Fund Se-
ries, Seligman Portfolios, Inc., Seligman Select Municipal Fund, Inc., Selig-
man Time Horizon/Harvester Series, Inc., Seligman Value Fund Series, Inc. and
Tri-Continental Corporation.

11
<PAGE>

Unless otherwise indicated, Directors have sole voting and investment power
with respect to shares shown. At March 16, 2000, 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 10,205
shares registered in his wife's name.

As of January 1, 1999, Mr. Schmaltz bought 1,000 Class B common shares of
the Manager from the Manager, each at a price of $307.53.

The Board of Directors met seven times during 1999. The standing committees
of the Board include the Board Operations Committee, Audit Committee and Di-
rector Nominating Committee. These Committees are comprised solely of Direc-
tors who are not "interested persons" of the Corporation as that term is de-
fined in 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 four times in 1999. Members of the Committee are Messrs. Riordan
(Chairman), Galvin, McPherson, Merow, Pitney, Shafer and Whitson, Dr. Ilchman
and Ms. 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 1999. Members of this Committee are Messrs. Whitson
(Chairman), Galvin, McPherson and Merow and Ms. 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 1999. Members of
this Committee are Messrs. Pitney (Chairman), Riordan and Shafer and
Dr. Ilchman.

Each Director attended at least 75% of the aggregate number of meetings of
the Board of Directors and of the committees on which he or she serves.

12
<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 58 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 Advisors, Inc. and Seligman Servic-
es, Inc.
Eileen A. Comerford 42 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 40 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 43 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 Advisors, Inc. and Se-
ligman Data Corp.; Vice President and Treasurer of Se-
ligman International, Inc. Vice President of Seligman
Services, Inc. He formerly served as Treasurer of Se-
ligman Henderson Co.
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
Position with Corporation and
Name Age Principal Occupation During Past Five Years
- --------------------------------------------------------------------------------
<C> <C> <S>
Frank J. Nasta 35 Secretary of the Corporation since March 1994. Mr. Nasta is
General Counsel, Senior Vice President, Law and Regulation
and Corporate Secretary of the Manager. He is Secretary of
the other investment companies in the Seligman Group. He is
also Corporate Secretary of Seligman Advisors, Inc., Selig-
man Services, Inc., Seligman International Inc., and Selig-
man Data Corp. He formerly served as Corporate Secretary of
Seligman Henderson Co.
Thomas G. Rose 42 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.

14
<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 $3,000 for each day on which
they attend Board and/or Committee meetings, which is shared by the Corpora-
tion 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 Octo-
ber 31, 1999 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 $10,980
</TABLE>

Directors attendance, retainer and/or committee fees paid to each Director
during fiscal 1999 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 $ 1,240 -0- $82,000
Alice S. Ilchman 1,220 -0- 80,000
Frank A. McPherson 1,240 -0- 80,000
John E. Merow 1,240+ -0- 80,000
Betsy S. Michel 1,240 -0- 82,000
James C. Pitney 1,170+ -0- 74,000
James Q. Riordan 1,220 -0- 80,000
Robert L. Shafer 1,220 -0- 80,000
James N. Whitson 1,190+ -0- 80,000
-------
$10,980
=======
</TABLE>
- ------------
*There are 20 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, 1999 of $8,701 in his de-
ferred plan, including earnings. Mr. Pitney, who had deferred receiving his
fees from the Corporation from 1991 up to 1993, has a balance as of October
31, 1999 of $1,865 in his deferred plan, including earnings. Mr. Whitson
has elected to defer receiving his fees from the Corporation. From 1993
through October 31, 1999, Mr. Whitson has deferred $9,612, including earn-
ings.

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 each 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 Director of
the Corporation.

15
<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 2000, 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 2000. 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. The
persons named in the form of Proxy, or their substitutes, will have discre-
tionary authority to vote on any Stockholder proposal of which the Corporation
first received notice after March 10, 2000. In addition, the Corporation's by-
laws permit the Corporation to exclude from consideration at the Meeting any
Stockholder proposal first brought to the attention of the Corporation after
March 21, 2000.

Notice is hereby given that, under the Securities and Exchange Commission's
stockholder proposal rule (Rule 14a-8), any Stockholder proposal which may
properly be included in the proxy solicitation material for the next Annual
Meeting, now scheduled for May 2001, must be received by the Corporation no
later than December 22, 2000 Timely notice of Stockholder proposals submitted
outside of the Rule 14a-8 process must be received by the Corporation no ear-
lier than February 16, 2001 and no later than March 19, 2001 to be eligible
for presentation at the May 2001 Annual Meeting.

16
<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 Manag-
er, Seligman Advisors, 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., 445 Park Av-
enue, New York, NY 10022 to assist in soliciting for a fee of $1,000, plus ex-
penses.

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.

17
<PAGE>

SELIGMAN
QUALITY
MUNICIPAL
FUND, INC.

Notice of Annual Meeting
of Stockholders
and
Proxy Statement

----------------------------------------
Time: May 18, 2000
9:00 A.M.
----------------------------------------

Place: Ritz-Carlton Huntington Hotel
1401 South Oak Knoll Avenue
Pasadena, California 91106

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]

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

<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

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, 2000 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 Proposal 2.

(Continued and to be signed on the reverse side)

<PAGE>

<TABLE>
<CAPTION>
The Board of Directors recommends that you vote FOR each of the Nominees and FOR Proposal 2:
<S> <C>
1. ELECTION OF DIRECTORS
NOMINEES: John R. Galvin, William C. Morris, James Q. Riordan, and Robert L. Shafer FOR ALL M WITHHOLD ALL M
To withhold authority to vote for individual nominee(s), write name(s) below

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

FOR M AGAINST M ABSTAIN M

DATED ________________________, 2000

____________________________________
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.

</TABLE>
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
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

(Continued and to be signed on the reverse side)

<PAGE>

-------------------------------------------
2. Ratification of the selection of Deloitte & Touche LLP as Auditors. FOR M AGAINST M ABSTAIN M

DATED ______________________, 2000

__________________________________
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.
</TABLE>