CENTRAL SECURITIES CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 14, 2001

NOTICE is hereby given that the Annual Meeting of Stockholders of Central
Securities Corporation will be held at the office of Chadbourne & Parke LLP, 30
Rockefeller Plaza, 36th floor, New York, New York on Wednesday, March 14, 2001
at 11 A.M., for the following purposes:

1. To elect a board of five directors;

2. To act upon a proposal to ratify the selection of KPMG LLP as
independent auditors for the Corporation for the ensuing year; and

3. To act upon such other matters as may properly come before the
meeting.

The Board of Directors has fixed the close of business on January 26, 2001
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting, and only stockholders of record on such date are
entitled to vote on these matters at the meeting or any adjournment thereof.

By order of the Board of Directors

MARLENE A. KRUMHOLZ
Secretary

New York, New York
February 6, 2001

A proxy is enclosed with this Notice and Proxy Statement. Please complete,
SIGN and promptly return your proxy in the enclosed envelope. This will assure a
quorum and save further solicitation costs.

PROXY STATEMENT
- ---------------

February 6, 2001

CENTRAL SECURITIES CORPORATION
375 PARK AVENUE
NEW YORK, NEW YORK 10152
(Tel. No. 212-688-3011)

This Proxy Statement and the enclosed proxy card are first being mailed to
stockholders on or about February 6, 2001 in connection with the solicitation of
proxies by the Board of Directors of Central Securities Corporation (the
"Corporation") for use at the Annual Meeting of Stockholders of the Corporation
to be held on March 14, 2001, or any adjournment thereof (the "Meeting").
Properly executed proxies received by the Corporation prior to the Meeting will
be voted in accordance with the specific voting instructions indicated on the
proxy. If no instructions are specified, the shares will be voted for the
nominees for director and in favor of item (2). Any proxy may be revoked at any
time before it is exercised at the Meeting by the delivery or mailing of written
notice to the Secretary of the Corporation, by executing and delivering a
later-dated proxy or by appearing and voting in person by ballot at the Meeting.

The record date for stockholders entitled to vote at the Meeting is the
close of business on January 26, 2001. On that date, the Corporation had
outstanding 18,103,346 shares of Common Stock.

The holders of the Corporation's Common Stock shall be entitled to one
vote per share. The presence, in person or by proxy, of a majority of the issued
and outstanding stock of the Corporation shall constitute a quorum for the
transaction of business at the Meeting.

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, OF
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS,
AND OF EXECUTIVE OFFICERS

The following table sets forth information as of December 31, 2000
regarding the share ownership of each person who is known to the Corporation to
have been a beneficial owner of more than five percent of the Common Stock of
the Corporation, of each nominee for election to the Board of Directors of the
Corporation, and of all directors and executive officers as a group:

Name of Nominee to
the Board of Directors Amount and
or Name and Address Nature of Beneficial Percent
of Beneficial Owner Ownership(1) of Class(2)
- ---------------------- -------------------- ------------

Donald G. Calder* ............................................ 85,212(3)

Jay R. Inglis* ............................................... 1,337

Christian A. Johnson
Endeavor Foundation(4) .................................... 6,525,530 36.0
1060 Park Avenue
New York, New York 10028

Dudley D. Johnson* ........................................... 35,392(5)

Wilmot H. Kidd* .............................................. 2,069,196(6)(7) 11.4
375 Park Avenue
New York, New York 10152

Mrs. Wilmot H. Kidd .......................................... 2,069,196(6)(7) 11.4
1060 Park Avenue
New York, New York 10028

C. Carter Walker, Jr.* ....................................... 450,603(7)(8) 2.5

All directors and officers
as a group ................................................. 2,297,771(7) 12.7

- ----------
* Indicates nominee for election to the Board of Directors.

(1) Except as otherwise indicated, to the Corporation's knowledge the
beneficial owner had sole investment power and sole voting power with respect to
the shares shown opposite the name of such beneficial owner.

(2) As calculated on the basis of 18,103,346 shares of Common Stock
outstanding on December 31, 2000, Messrs. Calder, Inglis and Johnson each owned
less than 1% of the outstanding Common Stock.

(3) Includes 12,455 shares of Common Stock owned by Mr. Calder's wife or
held for the benefit of their children and 7,089 shares of Common Stock owned by
the Donald Grant and Ann Martin Calder Foundation (the "Calder Foundation"). Mr.
Calder is the President and Treasurer of the Calder Foundation. He disclaims
beneficial ownership of all such shares. The shares set forth for Mr. Calder
also include 51,843 shares held in the estate of his mother, of which Mr. Calder
is executor.

(4) Mrs. W. H. Kidd, whose husband is the President of the Corporation, is
President and Trustee of the Christian A. Johnson Endeavor Foundation (the
"Foundation").

(5) Includes 15,390 shares of Common Stock held in the Young & Franklin
Inc. Retirement Income Trust of which Mr. Johnson is trustee and 1,000 shares of
Common Stock held by the Disosway Foundation. Mr. Johnson is the Trustee of the
Disosway Foundation. He disclaims beneficial ownership of all such shares.

(Footnotes continued on following page)

(Footnotes continued from previous page)

(6) An aggregate of 2,069,196 shares of Common Stock were included in the
shares beneficially owned by each of Mr. and Mrs. Kidd. The shares set forth for
each of Mr. Kidd and Mrs. Kidd include 353,710 shares of Common Stock owned by
Mr. Kidd as to which Mr. and Mrs. Kidd had shared investment power and shared
voting power and as to which Mrs. Kidd disclaims beneficial ownership; 767,844
shares of Common Stock owned by Mrs. Kidd or held in trusts for her benefit as
to which Mr. and Mrs. Kidd had shared investment power and shared voting power
and as to which Mr. Kidd disclaims beneficial ownership; and 899,528 shares of
Common Stock owned by Mr. and Mrs. Kidd's children or held in trusts for their
benefit or for the benefit of other family members as to which Mr. and Mrs. Kidd
had shared investment power and shared voting power and as to which Mr. and Mrs.
Kidd disclaim beneficial ownership. The shares set forth for each of Mr. and
Mrs. Kidd also include 25,925 shares of Common Stock held in trust for the
benefit of the children of Mr. C. Carter Walker, Jr. as to which Mr. Kidd had
shared investment power and shared voting power and as to which Mr. and Mrs.
Kidd disclaim beneficial ownership.

(7) An aggregate of 343,969 shares of Common Stock were included in the
shares beneficially owned by each of Mr. Kidd, Mrs. Kidd, and Mr. C. Carter
Walker, Jr.

(8) Includes 56,080 shares of Common Stock owned by Mr. Walker's wife or
held in trusts for the benefit of their children as to which Mr. Walker had
shared investment power and shared voting power, 25,925 shares of Common Stock
held in trust for the benefit of his children as to which Mr. Walker had no
voting or investment power, and 318,044 shares of Common Stock held in a trust
for the benefit of Mrs. Wilmot H. Kidd or her children as to which Mr. Walker
had shared investment power and shared voting power. Mr. Walker disclaims
beneficial ownership of all such shares.

The share ownership of Wilmot H. Kidd, President of the Corporation, is
given above. No other executive officer of the Corporation owns, beneficially or
otherwise, any shares of stock of the Corporation.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers and persons who own more than ten
percent of a registered class of the Corporation's equity securities to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of Common Stock of the
Corporation. Officers, directors and greater than ten percent beneficial owners
are required by SEC regulation to furnish the Corporation with copies of all
Section 16(a) forms they file.

To the Corporation's knowledge, based solely on review of copies of such
reports furnished to the Corporation and written representations that no other
such reports were required, all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with, except that Donald G. Calder, a Director of the Corporation,
filed late with the SEC a Form 4 for fiscal 2000 relating to a purchase of
Common Stock.

VOTING PROCEDURES

The election of directors requires the affirmative vote of a majority of
the shares of Common Stock present in person or represented by proxy at the
Meeting and entitled to so vote. Shares of Common Stock represented by proxies
which are marked "withhold authority" with respect to the election of any one or
more nominees for election as director will be counted for the purpose of
determining the number of shares present and entitled to vote, and shall
therefore have the same effect as if the shares represented thereby were voted
against such election. The ratification of the selection of independent auditors
of the Corporation requires the affirmative vote of a majority of the shares of
Common Stock present in person or represented by proxy at the Meeting and
entitled to so vote. Shares of Common Stock represented by proxies which are
marked "abstain" with respect to any matter to be voted upon will be counted for
the purpose of determining the number of shares present and entitled to vote,
and shall therefore have the same effect as if the shares represented thereby
were voted against such matter. Broker non-votes (where a nominee holding shares
for a beneficial owner has not received voting instructions from the beneficial
owner and such nominee does not possess or choose to exercise his discretionary
authority with respect thereto) will be treated as present but not entitled to
vote at the Meeting for the purpose of determining the number of votes needed
with respect to each item to be voted upon, and shall therefore have no effect
on such vote.

PROPOSAL 1. ELECTION OF DIRECTORS

The Board of Directors recommends the election of five directors to hold
office until the next Annual Meeting of Stockholders and until their successors
are elected and qualified. If any nominee for director is unable or declines to
serve, for any reason not now foreseen, the discretionary authority provided in
the proxy will be exercised to vote for a substitute. All the nominees have
consented to become directors and all were elected at the last Annual Meeting of
Stockholders.

Duly authorized proxies for Common Stock will be voted for the election of
Mr. Donald G. Calder, Mr. Jay R. Inglis, Mr. Dudley D. Johnson, Mr. Wilmot H.
Kidd and Mr. C. Carter Walker, Jr.

The following table indicates the age, principal occupations during the
last five years and positions (if any) with the Corporation, and the year each
nominee was first elected to the Board of Directors:

Principal Occupations Director of
(last five years) Corporation
and Position (if any) Continuously
Nominee Age with the Corporation Since
------- --- -------------------- ------------

Donald G. Calder .......... 63 President, G. L. Ohrstrom & Co., Inc. (private 1982
investment firm) since January 1997, Vice
President from 1996 to 1997, and Partner of its
predecessor from 1970 to 1996; Director of
Brown-Forman Corporation, Carlisle Companies
Incorporated and Roper Industries, Inc.
(manufacturing companies)

Jay R. Inglis ............. 66 Executive Vice President, Holt Corporation 1973
(insurance holding company)

Dudley D. Johnson ......... 61 President, Young & Franklin Inc. (private 1984
manufacturing company)

Principal Occupations Director of
(last five years) Corporation
and Position (if any) Continuously
Nominee Age with the Corporation Since
------- --- -------------------- ------------

Wilmot H. Kidd* ........... 59 Investment and research - President, Central 1972
Securities Corporation; Trustee, DLJ Focus
Funds, DLJ Opportunity Funds, DLJ Select
Funds and DLJ High Yield Bond Fund
(investment companies)

C. Carter Walker, Jr. ..... 66 Private Investor 1974

- ----------
* Mr. Kidd is an "interested person" within the meaning of Section 2(a)(19)
of the Investment Company Act of 1940.

The Board of Directors had ten regular meetings in 2000. The Board of
Directors has an Audit Committee consisting of Messrs. Calder, Inglis, Johnson
and Walker. The members of the Audit Committee are independent as defined in
Section 121(A) of the American Stock Exchange's listing standards. The Board of
Directors does not have a Compensation Committee or a Nominating Committee. All
directors attended at least 75% of the aggregate of all meetings of the Board of
Directors and the committees on which they served.

The Board of Directors has adopted a written charter for the Audit
Committee, a copy on which is attached to this proxy statement as Exhibit A (the
"Charter"). Pursuant to the Charter, the Audit Committee assists the Board of
Directors by providing oversight on matters pertaining to the accounting,
financial reporting, internal control and audit activities of the Corporation
including: recommending to the Board of Directors the selection of independent
auditors; reviewing with management the Corporation's year-end audited financial
statements; reviewing the scope and results of the annual audit with the
independent auditors; and providing oversight on matters pertaining to the
independence and performance of the independent auditors. The Audit Committee
met three times during 2000.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed the audited financial statements of the
Corporation for the year ended December 31, 2000, and has met with management
and KPMG LLP, the Corporation's independent auditors, to discuss the audited
financial statements.

The Audit Committee received from KPMG LLP written disclosures regarding
their independence and the letter required by Independence Standards Board
Standard No. 1, and has discussed with KPMG LLP their independence. In
connection with its review, the Audit Committee has also discussed with KPMG LLP
the matters required to be discussed by Statement of Auditing Standards No. 61.

Based on its review and discussions with management and KPMG LLP, the
Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Corporation's Annual Report to Stockholders for
the year ended December 31, 2000.

Members of the Audit Committee:

Jay R. Inglis, Chairman
Donald G. Calder
Dudley D. Johnson
C. Carter Walker, Jr.

EXECUTIVE OFFICERS OF THE CORPORATION

The executive officers of the Corporation are Mr. Wilmot H. Kidd,
President, Mr. Charles N. Edgerton, Vice President and Treasurer, and Ms.
Marlene A. Krumholz, Secretary. Ms. Karen E. Riley was Secretary through her
resignation effective December 31, 2000. Information concerning Mr. Kidd is
given above under "Election of Directors." Mr. Edgerton, 56, was elected Vice
President in 1989 and has been Treasurer since 1985. Marlene A. Krumholz, 37,
joined the Corporation in November 2000 and was elected Secretary effective
January 1, 2001 upon the resignation of Karen E. Riley. Ms. Krumholz was Senior
Manager, PricewaterhouseCoopers LLP (public accounting) from October 1997 to
November 2000, and prior thereto, was Vice President, Fund Administration,
Evergreen Investment Services (investment management). Ms. Riley, 50, had been
Secretary since 1986. Executive officers serve as such until the election of
their successors.

COMPENSATION

The table below sets forth for all directors and for each of the three
highest-paid executive officers the aggregate compensation received from the
Corporation for 2000 for services in all capacities:

Pension or
Retirement
Benefits Accrued
Name of Person, Aggregate as Part of
Position Compensation Expenses(1)
- --------------- ------------ ----------------

Donald G. Calder
Director ........................................................ $ 21,500

Jay R. Inglis
Director ........................................................ 21,500

Dudley D. Johnson
Director ........................................................ 20,000

C. Carter Walker, Jr
Director ........................................................ 21,000

Wilmot H. Kidd
President and Director(2) ....................................... 900,000 $ 25,500

Charles N. Edgerton
Vice President and Treasurer .................................... 251,701(3) 25,500

Karen E. Riley
Secretary(4) .................................................... 162,099(3) 24,315

- ----------
(1) Represents contributions to the Corporation's Profit Sharing Plan.

(2) All remuneration received by Mr. Kidd was in his capacity as President
of the Corporation.

(3) Includes compensation of $120,000 and $76,000 accrued in 2000 for Mr.
Edgerton and Ms. Riley, respectively, deferred until January, 2001.

(4) Resigned effective December 31, 2000.

Effective January 1, 2001, each director who is not an officer is paid an
annual retainer of $12,000, a fee of $1,000 for each Board of Directors meeting
attended in person, and $500 for participating in a Board of Directors meeting
by telephone. Each member of the Audit Committee is paid $1,000 for each Audit
Committee meeting attended. Directors are reimbursed for their out-of-pocket
expenses incurred in attending meetings.

Profit Sharing Plan

Generally, all salaried employees of the Corporation are eligible to
participate in the Profit Sharing Plan. The Plan provides for contributions by
the Corporation from its profits of up to 15% of an employee's compensation. The
vested contributions credited to an employee's account are payable at normal
(age 65), early, or disability retirement, death or other termination of
employment and may be paid in various forms, including a lump sum cash payment
or a monthly annuity. The officers referred to above are fully vested in all
contributions to the Plan.

Employees may withdraw the amounts of any voluntary contributions made
prior to 1991 and may, under certain conditions, withdraw or borrow against
vested Corporation contributions. Under the Plan, each employee is permitted to
invest the assets in his account in the capital stock of one or more regulated
investment companies from a selection provided from time to time by the Plan
Administrator. Such regulated investment companies include, among others, U.S.
Treasury funds; short-term, global government and international bond funds; and
general and specialized stock funds.

AUDIT FEES

The aggregate fees billed to the Corporation by KPMG LLP for the
performance of the audit and the review of the Corporation's financial
statements during 2000 were $30,500.

ALL OTHER FEES

The aggregate fees billed to the Corporation by KPMG LLP for all non-audit
services, including fees for tax-related services, during 2000 were $13,000.
Such non-audit services did not include any financial information systems design
and implementation services. The Audit Committee considered whether the
provision of non-audit services by KPMG LLP is compatible with maintaining KPMG
LLP's independence with respect to the Corporation.

PROPOSAL 2. RATIFICATION OF INDEPENDENT AUDITORS

Stockholders are invited to ratify the selection of KPMG LLP as
independent auditors of the Corporation for the year 2001. KPMG LLP has no
direct or material indirect financial interest in the Corporation other than its
employment in such capacity.

At a meeting held January 24, 2001, a majority of the directors who were
not "interested persons" (as defined under the Investment Company Act of 1940)
selected KPMG LLP to act as auditors for the Corporation during 2001. A
representative of KPMG LLP is not expected to be present at the Meeting.

The Board of Directors recommends a vote FOR this selection.

OTHER MATTERS

The Board of Directors knows of no other matters which may properly be,
and are likely to be, brought before the Meeting. However, if any proper matters
are brought before the Meeting, the persons named in the enclosed form of proxy
will have discretionary authority to vote thereon according to their best
judgment.

2002 STOCKHOLDER PROPOSALS

Any stockholder proposals for inclusion in the Corporation's proxy
statement for the 2002 Annual Meeting of Stockholders pursuant to Rule 14a-8 of
the Securities and Exchange Act of 1934 ("14a-8 proposals") must be received by
the Corporation at its office at New York, New York prior to October 10, 2001.

Pursuant to Rule 14a-4 of the Securities and Exchange Act of 1934, the
Corporation has discretionary voting authority with respect to any non-Rule
14a-8 proposals for the 2002 Annual Meeting of Stockholders that are not
received by the Corporation prior to December 24, 2001.

MISCELLANEOUS

The Corporation will pay all costs of soliciting proxies in the
accompanying form. Solicitation will be made by mail, and officers and regular
employees of the Corporation may also solicit proxies by telephone or personal
interview. The Corporation will request brokers, banks and nominees who hold
stock in their names to furnish this proxy material to the beneficial owners
thereof and to solicit proxies from them, and will reimburse such brokers, banks
and nominees for their out-of-pocket and reasonable clerical expenses in
connection therewith.

A copy of the Annual Report including financial statements for the year
ended December 31, 2000 is enclosed.

Please date, sign and return the enclosed proxy at your earliest
convenience. No postage is required for mailing in the United States.

Exhibit A

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF CENTRAL SECURITIES CORPORATION

AUTHORITY AND PURPOSE

By resolution adopted December 17, 1973, the Board of Directors of Central
Securities Corporation (the "Corporation") created an Audit Committee of the
Board of Directors (the "Audit Committee"), for the purposes generally of
recommending the selection of the independent auditors, reviewing the adequacy
of internal controls, and reviewing the scope and results of the audit.

The function of the Audit Committee is oversight. The Corporation's
management is responsible for the preparation of the Corporation's financial
statements and for maintaining appropriate accounting and financial reporting
principles and policies as well as internal controls designed to assure
compliance with accounting standards and applicable laws and regulations. The
independent auditors are responsible for auditing the Corporation's financial
statements.

The Corporation's management and independent auditors have more time,
knowledge and detailed information on the Corporation than do the members of the
Audit Committee. Therefore, in carrying out its oversight responsibilities, the
Audit Committee is not providing any special assurance as to the Corporation's
financial statements nor any professional certification as to the independent
auditor's work. The members of the Audit Committee shall be entitled to rely
upon the integrity of the individuals and organizations within and outside the
Corporation from whom it receives information and the accuracy of the
information provided to them by such individuals or organizations absent actual
knowledge to the contrary.

The following affirms and sets forth in detail the membership
requirements, structure and responsibilities of the Audit Committee.

MEMBERSHIP REQUIREMENTS

1. The Audit Committee shall be elected by the Board of Directors and shall
be comprised solely of independent directors, and each member of the Audit
Committee shall be free from any relationship that, in the opinion of the
Board of Directors, would interfere with the exercise of independent
judgment as an Audit Committee member.

2. The members of the Audit Committee shall meet the independence and
experience requirements of the exchange on which the Corporation's stock
is listed, as in effect from time to time.

STRUCTURE

1. The number of directors comprising the Audit Committee shall be no fewer
than three, such number to be determined from time to time by the Board of
Directors.

2. Unless a Chair is elected by the full Board of Directors, the members of
the Audit Committee may designate a Chair by majority vote.

A-1

3. The Audit Committee shall meet formally at least three times each year or
more frequently as circumstances may dictate, and it shall meet privately
(without members of management present) with the independent auditors at
its discretion to discuss any matters that the Audit Committee or the
independent auditors believe should be discussed.

RESPONSIBILITIES

Independent Auditors

It shall be the responsibility of the Audit Committee to assist the Board
of Directors by providing oversight on matters pertaining to the independence
and performance of the independent auditors and to recommend annually the
independent auditors to be selected by the Board of Directors subject to
ratification by the vote of the stockholders of the Corporation. The independent
auditors are ultimately accountable to the Audit Committee and the Board of
Directors as representatives of the stockholders of the Corporation.

In carrying out these responsibilities, the Audit Committee shall:

1. Receive annually from the independent auditors a formal written statement
delineating all relationships between the auditors and the Corporation in
accordance with Independence Standards Board Standard 1.

2. Actively engage in a dialogue with the independent auditors regarding any
disclosed relationship or services performed by the independent auditors
that might impact the objectivity and independence of the auditors and
take, or recommend that the full Board of Directors take, appropriate
action to oversee and satisfy itself annually of the independence of the
independent auditors.

3. Receive annually from the independent auditors an engagement letter and
review the fees and other significant compensation to be paid to the
independent auditors.

4. Review and discuss with the independent auditors the proposed scope,
staffing, reliance upon management and general audit approach of the
year-end audit.

5. Communicate to the independent auditors that they are ultimately
accountable to the Audit Committee and the Board of Directors as the
representatives of the stockholders of the Corporation.

Financial Reporting

It shall be the responsibility of the Audit Committee to assist the Board of
Directors by providing oversight on matters pertaining to the accounting,
financial reporting, internal control and audit activities of the Corporation.

In carrying out these responsibilities, the Audit Committee shall:

1. Review and discuss with management and the independent auditors, following
the conclusion of the year-end audit, the audited financial statements to
be included in the Corporation's annual report to stockholders under
Section 30(e) of the Investment Company Act of 1940 and Rule 30d-1
thereunder, including discussion of certain matters required to be
communicated to audit committees in accordance with AICPA Statement of
Accounting Standards No. 61 ("SAS 61").

2. Discuss and consider the independent auditors' judgments about the quality
and appropriateness of the Corporation's accounting principles as applied
in its financial reporting in accordance with SAS 61.

A-2

3. Discuss with management and the independent auditors significant issues
regarding the Corporation's internal controls, including any significant
findings prepared by the independent auditors with respect thereto.

4. Inquire into any changes in the Corporation's accounting principles and
practices and the effect of any changes in accounting standards that may
materially affect the Corporation's financial reporting practices.

5. Advise the Board of Directors of the Corporation whether, based on these
reviews and discussions and its assessment of the independent auditors'
independence, the Audit Committee recommends that the audited financial
statements be included in the Corporation's annual report to stockholders
under Section 30(e) of the Investment Company Act of 1940 and Rule 30d-1
thereunder.

Other Duties

In addition to the foregoing responsibilities, the Audit Committee shall:

1. Prepare annually a report to stockholders to be included in the
Corporation's proxy statement as required by the Securities and Exchange
Commission ("SEC").

2. Review and reassess the adequacy of this Charter at least annually, make
recommendations to the Board of Directors, as conditions dictate, to
update the Charter, and direct that the Charter be included as an exhibit
to the Corporation's proxy statement at least every three years in
accordance with SEC regulations.

3. Perform any other activities consistent with this Charter, the
Corporation's by-laws, and governing law as the Audit Committee or the
Board of Directors deems necessary or appropriate, including causing an
investigation to be made into any matter brought to the attention of the
Audit Committee within the scope of its duties, with power to retain
outside counsel or consultants if, in its judgment, that is appropriate.

A-3

CENTRAL SECURITIES CORPORATION

Proxy Solicited on Behalf of the Board of Directors of

the Company for Annual Meeting March 14, 2001

P The undersigned hereby appoints MICHAEL J. BARBERA, WILMOT H. KIDD and
R MARLENE A. KRUMHOLZ, and each of them, as attorneys with power of
O substitution, to represent the undersigned at the annual meeting of
X stockholders of Central Securities Corporation to be held at the office of
Y Chadbourne & Parke LLP, 30 Rockefeller Plaza, 36th Floor, New York, New York
on March 14, 2001, at 11:00 o'clock A.M., and at any adjournment thereof, on
all matters which may properly come before the meeting.

Election of Directors:

Nominees to be elected by Common Stock:
Donald G. Calder, Jay R. Inglis,
Dudley D. Johnson, Wilmot H. Kidd
and C. Carter Walker, Jr.

- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------

(Continued on reverse side)

|X| Please mark your 1224
votes as in this
example.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
FOR election of directors and FOR Proposal 2.

FOR WITHHELD FOR AGAINST ABSTAIN
1. ELECTION OF |_| |_| 2. APPROVAL OF |_| |_| |_|
DIRECTORS. KPMG LLP
(see reverse) as independent
auditors for
2001.

3. In their discretion, upon such other
matters as may properly come before the
meeting or any adjournments thereof.

For, except vote withheld from the following nominee(s):

________________________________________________________

This Proxy Must Be Signed
Exactly as Name Appears Hereon

Joint owners should each sign. Executors,
administrators, trustees, etc., should
give full title as such. If the signer is
a corporation, please sign full corporate
name by duly authorized officer.

__________________________________________

______________________________________2001
SIGNATURE(S) DATE