SCHEDULE 14A

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:

[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 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)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

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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 October 19, 2006

To the Stockholders:

The fourteenth Annual Meeting of Stockholders (the "Meeting") of Seligman
Quality Municipal Fund, Inc., a Maryland corporation (the "Fund"), will be held
at [. a.m.], on October 19, 2006 at the offices of Sullivan & Cromwell LLP, 375
Park Avenue, 8th Floor, New York, New York 10152, for the following purposes:

(1) To elect three Directors, each to hold office until the 2009 Annual
Meeting of Stockholders and until their successors are elected and
qualify;

(2) To act on a proposal to ratify the selection of Deloitte & Touche LLP as
auditors of the Fund for 2006;

(3) To act upon, if properly presented at the Meeting, a stockholder
proposal; and

(4) To transact such other business as may properly come before the Meeting
or any adjournment or postponement thereof, including proposing and/or
voting on adjournment or postponement of the Meeting, including, without
limitation, in the event that sufficient votes in favor of any proposal
or nominee for election as a Director of the Board of Directors are not
received, in the discretion of the proxy holder;

all as more particularly set forth in the Proxy Statement accompanying this
Notice.

Only directors, officers, employees and agents of the Fund and holders of
the Fund's stock as of the record date for the Meeting and their duly
authorized proxies are entitled to attend the Meeting. You will need to provide
proof of ownership of the Fund's stock or, if your shares are held in street
name, a proxy from the street name holder to enter the Meeting.

This Meeting is extremely important in light of the announcement by a group
of dissident Stockholders of their intention to solicit proxies against the
nominees of your Board of Directors (the "Board"). These dissident Stockholders
have also announced their intent to support the stockholder proposal that is
strongly opposed by your Board (Proposal 3).

YOUR VOTE IS VERY IMPORTANT.

Whether or not you plan to attend the Meeting, and regardless of the number
of shares you own, we urge you to vote for your Board's nominees and against
the stockholder proposal by promptly completing, signing, dating and returning
the enclosed White Proxy Card, or by authorizing your proxy by telephone or the
Internet as described in the enclosed White Proxy Card. We strongly urge you
not to sign any proxy card that may be sent to you by dissident Stockholders.
If you have previously returned any proxy card sent to you by a dissident
Stockholder or any person other than the Fund, or if you previously gave your
proxy to a dissident Stockholder by Internet or telephone, you may change any
vote you may have indicated by completing, signing, dating and returning the
enclosed White Proxy Card in the accompanying envelope, or by authorizing your
proxy by telephone or Internet as described in the enclosed White Proxy Card.
In addition, you may be able to authorize your proxy by telephone through the
Fund's proxy solicitor. If you hold your shares in a brokerage or bank account
(in "street name"), your broker or bank may not vote your shares this year (as
it has in past routine annual meetings) unless you complete, sign, date and
return promptly the voting instructions form it will send you. In addition, if
you hold your shares in a brokerage or bank account, your broker or bank may
allow you to provide your voting instructions by telephone or Internet. Please
consult the materials you receive from your broker or bank prior to authorizing
a proxy by telephone or Internet.

If you have any questions or need additional information, please contact
Georgeson Shareholder Communications Inc., the Fund's proxy solicitors, at 17
State Street, New York, New York 10004, or by telephone at 1-888-[.].

By order of the Board of
Directors,

/s/ Frank J. Nasta
-----------------------------
Frank J. Nasta
Secretary

Dated: New York, New York, [.], 2006

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

You may authorize your proxy by telephone or Internet, or by completing, dating
and signing the enclosed White Proxy Card, and returning 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 authorizing your proxy
promptly by telephone or Internet, or by mailing the enclosed White Proxy Card
promptly.

[.], 2006

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 October 19, 2006

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.,
a Maryland corporation (the "Fund"), to be used at the fourteenth Annual
Meeting of Stockholders (the "Meeting") to be held in New York, New York on
October 19, 2006. It is expected that the Notice of Annual Meeting, this Proxy
Statement and the form of Proxy will first be mailed to Stockholders on or
about [.], 2006.

THIS IS A VERY IMPORTANT ANNUAL MEETING OF STOCKHOLDERS OF THE FUND. The
Fund has received three communications indicating that certain dissident
Stockholders intend to solicit proxies against the nominees of your Board of
Directors (the "Board") and in favor of their own nominees for election to the
Board. However, because such communications did not comply with the
requirements of the Fund's Bylaws, any such purported nominations will be ruled
out of order in the event they are made at the Meeting, as will certain
purported proposals by the same persons that likewise failed to comply with the
requirements of the Fund's Bylaws. Since no notice of the nomination by any
stockholder of candidates for election as directors in accordance with the
Fund's Bylaws was received by the Fund, the election of directors at the
Meeting will not be contested. The dissident Stockholders have also indicated
their support of the proposal described below (Proposal 3), which is strongly
opposed by your Board. Your Board strongly urges you to support the Board's
experienced nominees for reelection and not to respond to any solicitations
from the dissident Stockholders.

If you properly authorize your proxy by telephone or Internet or by
executing and returning the enclosed White Proxy Card, and your proxy is not
subsequently revoked, your votes will be cast at the Meeting, and any
postponement or adjournment thereof, in accordance with your instructions. If
you return your signed White Proxy Card without instructions, your votes will
be cast (i) FOR the election of the three Directors named in Proposal 1,
(ii) FOR Proposal 2, the ratification of the selection of auditors, and
(iii) AGAINST Proposal 3. Your votes will be cast in the discretion of the
Proxy holders on any other matter that may properly have come before the
Meeting or any adjournment or postponement thereof, including proposing and/or
voting on adjournment or postponement of the Meeting, including, without
limitation, in the event that sufficient votes in favor of any proposal or
nominee for election as a Director are not received, in the discretion of the
proxy holder.

If you execute, date and submit a proxy card, you may revoke your proxy or
change it by written notice to the Fund (Attention: Secretary) by submitting a
subsequently executed and

dated proxy or by attending the Meeting and casting your vote in person. If you
submit your proxy by telephone or through the Internet, you may revoke it by
authorizing a subsequent proxy by telephone or Internet, or by completing,
signing and returning a proxy card dated as of a date that is later than your
last telephone or Internet proxy submission or by attending the Meeting and
casting your votes in person. Attending the Meeting will not by itself
automatically revoke any previously delivered proxy.

The close of business on August 18, 2006 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 or postponement thereof. On that date, the Fund
had outstanding [.] shares of municipal auction rate cumulative preferred
stock, series TH (the "Preferred Shares"), and [] shares of common stock, par
value $0.01 per share (the "Common Shares"), with 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. Abstentions and broker non-votes, if any, will be
considered present for the purpose of determining the presence of a quorum. For
purposes of the vote on the election of each nominee for Director, abstentions
and broker non-votes, if any, with respect to a nominee for Director will have
the effect as a vote against that nominee. Furthermore, any purported vote for
a person other than a nominee of the Board will be treated as a vote to
withhold votes for one of the Board's nominees and have the same effect as an
abstention (i.e. a vote against the Board nominees). For purposes of the vote
on Proposal 2 and Proposal 3, abstentions and broker non-votes, if any, will
have no effect on the result of the vote.

The presence in person or by proxy of Stockholders entitled to cast a
majority of all the votes entitled to be cast at the Meeting will constitute a
quorum. In the event that a quorum is not present at the Meeting or, even if a
quorum is present, in the event that sufficient votes in favor of any Board
proposal (or the election of each of the Board's nominees for Director) are not
received and tabulated prior to the time the Meeting is called to order, the
persons named as proxies may propose and vote for one or more adjournments or
postponements of the Meeting, with no notice other than an announcement at the
Meeting, if a quorum is not present or, if a quorum is present, before calling
for a vote on such Board proposal or nominee, and further solicitation may be
made. The proxies given by Stockholders indicating a vote against or
inconsistent with a Board proposal will be voted against adjournment of the
Meeting in respect of that proposal.

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

If you have elected to receive one Proxy Statement for all accounts
maintained by members of your household, the Fund will deliver promptly upon
written or oral request a separate copy of the Proxy Statement for a separate
account.

A. Election of Directors
(Proposal 1)

The Board of Directors is presently composed of eight Directors. The Board
is divided into three classes, two of which consists of three Directors and one
of which consists of two Directors. Members of each class hold office for a
term of three years and until their successors are elected and qualify, unless
elected in the interim. The term of one class expires in each year.

At the Meeting this year, three Directors are to be elected. General John R.
Galvin and Ambassador Robert L. Shafer and Mr. William C. Morris, each of whose
term will expire at the 2006 Annual Meeting of Stockholders and when their
successors are elected and qualify, have been unanimously recommended by the
Director Nominating Committee of the Board of Directors for election to the
class of Directors whose term will expire at the 2009 Annual Meeting of
Stockholders and when their successors are elected and qualify. General Galvin,
Ambassador Shafer and Mr. Morris have been nominated for election by the
holders of the Common Shares and Preferred Shares, voting together as a single
class, and as such are designated as both Common and Preferred Directors.
Although General Galvin has reached the retirement age set by Board policy, the
Board has waived this policy in his case at the unanimous recommendation of the
Director Nominating Committee.

It is the intention of the persons named in the accompanying form of proxy,
if so authorized, to cast your votes for the election of General Galvin,
Ambassador Shafer and Mr. Morris. General Galvin has been a Director of the
Fund since 1995, Ambassador Shafer has been a Director of the Fund since 1991
and Mr. Morris has been a Director and Chairman of the Fund since 1990. All
were last elected by Stockholders at the 2003 Annual Meeting of Stockholders.

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 Fund, but if that should occur before the Meeting, the persons named as
proxies will vote at the Meeting or any adjournment or postponement thereof for
the persons the Director Nominating Committees and the Board of Directors
recommend.

As discussed above, a group of dissident Stockholders has announced its
intention to solicit proxies against the nominees of your Board. The agenda of
the dissidents is to open-end or liquidate the Fund. Your Board strongly
believes that open-ending is NOT in the best interests of the Fund, for the
reasons discussed at Proposal 3 below.

Your Board unanimously recommends a vote "FOR" each of General Galvin,
Ambassador Shafer and Mr. Morris.

Background information regarding General Galvin, Ambassador Shafer and
Mr. Morris, as well as the other Directors of the Fund, follows.

Term of Number of
Office if Portfolios in
Elected and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Fund* Time Served Directorships and Other Information by Nominee
- --------------------------- ------------ --------------------------------------------------- --------------

Independent Director Nominees

John R. Galvin (77) 2006-2009; Dean Emeritus, Fletcher School of Law and 58
Director 1995 to Date Diplomacy at Tufts University; Director or
Trustee of each of the investment companies of
[photo] the Seligman Group of Funds+; and Chairman
Emeritus, American Council on Germany.
Formerly, Director, Raytheon Co. (defense and
commercial electronics), Governor of the Center
for Creative Leadership, and Trustee, Institute for
Defense Analyses. From February 1995 until
June 1997, he was a Director of USLIFE
Corporation (life insurance). From June 1987 to
June 1992, he was the Supreme Allied
Commander, NATO, and the Commander-in-
Chief, United States European Command.

Robert L. Shafer (74) 2006-2009; Ambassador and Permanent Observer of the 58
Director 1991 to Date Sovereign Military Order of Malta to the United
Nations; and Director or Trustee of each of the
[photo] investment companies of the Seligman Group of
Funds+. From May 1987 until June 1997,
Director, USLIFE Corporation (life insurance)
and from December 1973 until January 1996,
Vice President, Pfizer Inc. (pharmaceuticals).

William C. Morris** (68) 2006-2009; Chairman, J. & W. Seligman & Co. Incorporated; 58
Director and Chairman 1990 to Date Chairman of the Board and Director or Trustee of
of the Board each of the investment companies of the
Seligman Group of Funds+; Chairman, Seligman
[photo] Advisors, Inc., Seligman Services, Inc. and Carbo
Ceramics Inc. (manufacturer of ceramic
proppants for oil and gas industry); Director,
Seligman Data Corp.; and President and Chief
Executive Officer of The Metropolitan Opera
Association. Formerly, Director, Kerr-McGee
Fund (diversified energy and chemical company)
and Chief Executive Officer of each of the
investment companies of the Seligman Group of
Funds.

Other Directors

The other Directors of the Fund who are not standing for election in 2006
are:

Term of Number of
Office Portfolios in
and Length Principal Occupation(s) During Fund Complex
Name (Age) and of Time Past 5 Years, Overseen by
Position With Fund* Served Directorships and Other Information Director
- --------------------- ------------ ----------------------------------------------- -------------

Independent Directors

Betsy S. Michel (64) 2005-2008; Attorney; Director or Trustee of each of the 58
1991 to Date investment companies of the Seligman Group of
Director Funds+; and Trustee, The Geraldine R. Dodge
Foundation (charitable foundation). Formerly,
Chairman of the Board of Trustees of St.
George's School (Newport, RI); and Trustee,
World Learning, Inc. (international educational
training) and Council of New Jersey
Grantmakers.

James N. Whitson (71) 2005-2008; Retired Executive Vice President and Chief 58
1993 to Date Operating Officer, Sammons Enterprises, Inc. (a
Director diversified holding company); Director or
Trustee of each of the investment companies of
the Seligman Group of Funds+; and Director,
CommScope, Inc. (manufacturer of coaxial
cable). Formerly, Director and Consultant,
Sammons Enterprises, Inc. and a Director of C-
SPAN (cable television networks).

Frank A. McPherson (73) 2004-2007; Retired Chairman of the Board and Chief 58
Director 1995 to Date Executive Officer of Kerr-McGee Corporation
(diversified energy and chemical company);
Director or Trustee of each of the investment
companies of the Seligman Group of Funds+; and
Director, DCP Midstream GP, LLP (natural gas
processing), Integris Health (owner of various
hospitals), Oklahoma Chapter of the Nature
Conservancy, Oklahoma Medical Research
Foundation, Boys and Girls Clubs of Oklahoma,
Oklahoma City Public Schools Foundation and
Oklahoma Foundation for Excellence in
Education. Formerly, Director, ConocoPhillips
(integrated international oil corporation),
Kimberly-Clark Fund (consumer products) and
BOK Financial (bank holding company). From
1990 until 1994, Director, the Federal Reserve
System's Kansas City Reserve Bank.

Leroy C. Richie (64) 2004-2007; Counsel, Lewis & Munday, P.C. (law firm); 57
Director 2000 to Date Chairman and Chief Executive Officer, Q
Standards Worldwide, Inc. (library of technical
standards); Director or Trustee of each of the
investment companies of the Seligman Group of
Funds+ (with the exception of Seligman Cash
Management Fund, Inc.); Director, Kerr-McGee
Fund (diversified energy and chemical company),
Infinity, Inc. (oil and gas services and
exploration) and Vibration Control Technologies,
LLC (auto vibration technology); Lead Outside
Director, Digital Ally Inc. (digital imaging);
Director and Chairman, Highland Park Michigan
Economic Development Corp.; and Chairman,
Detroit Public Schools Foundation. Formerly,
Trustee, New York University Law Center
Foundation; and Vice Chairman, Detroit Medical
Center and Detroit Economic Growth Corp. From
1990 until 1997, Vice President and General
Counsel, Automotive Legal Affairs, Chrysler
Fund.
Term of Number of
Office Portfolios in
and Length Principal Occupation(s) During Fund Complex
Name (Age) and of Time Past 5 Years, Overseen by
Position With Fund* Served Directorships and Other Information Director
------------------- -------------- ------------------------------------------------ -------------
Interested Director

Brian T. Zino** (53) 2005-2008; Director and President, J. & W. Seligman & Co. 57
Director, President and Dir.: 1993 Incorporated; President, Chief Executive Officer
Chief Executive Officer to Date and, with the exception of Seligman Cash
Management Fund, Inc., Director or Trustee of
Pres.: 1995 to each of the investment companies of the
Date Seligman Group of Funds+; Director, Seligman
Advisors, Inc. and Seligman Services, Inc.;
CEO: 2002 Chairman, Seligman Data Corp.; Member of the
to Date Board of Governors of the Investment Company
Institute; and Director (formerly Chairman), ICI
Mutual Insurance Company.

- --------
+ The Seligman Group of Funds currently consists of 24 registered investment
companies (comprising 58 separate portfolios), including the Fund.
* The address for each Director or Nominee is 100 Park Avenue, New York, New
York 10017.
** Messrs. Morris and Zino are considered "interested persons" of the Fund, as
defined in the Investment Company Act of 1940, as amended ("1940 Act"), by
virtue of their positions with the Manager and its affiliates.

Beneficial Ownership of Shares of the Fund and Funds of Complex

As of [.], 2006 each Director (and Nominee) beneficially owned shares of the
Fund and the investment companies of the Seligman Group of Funds as follows:

Aggregate Dollar Range of Shares Owned
Dollar Range of Common by Director or Nominee of All Funds
Shares Owned by Director Overseen or to be Overseen by Director
Name of Director/Nominee or Nominee of the Fund or Nominee of Seligman Group of Funds
- ------------------------------------- ------------------------------------- --------------------------------------

Independent Directors/Nominees

John R. Galvin [$1-$10,000] [$50,001-$100,000]

Frank A. McPherson [$1-$10,000] [Over $100,000]

Betsy S. Michel [$1-$10,000] [Over $100,000]

Leroy C. Richie [$1-$10,000] [$10,001-$50,000]

Robert L. Shafer [$1-$10,000]] [Over $100,000]

James N. Whitson [$10,001-$50,000] [Over $100,000]

Interested Directors/Nominee

William C. Morris [$10,001-$50,000] [Over $100,000]

Brian T. Zino [$10,001-$50,000] [Over $100,000]

As of [.], 2006, all Directors and officers of the Fund as a group owned
beneficially less than 1% of the Fund's Common Shares and less than 1% of the
Fund's Preferred Shares.

As of August 24, 2006, no person was known by the Fund to beneficially own
more than 5% of the Fund's Common Shares except as follows:

Number of Common Shares
Name of Owner Beneficially Owned Percent of Class
- ------------------------------- ----------------------- ----------------

Bulldog Investors-Karpus Group* 1,417,956 [.%]

- --------
* Information regarding Group membership and shareholdings was obtained from
the Schedule 13D/A filed jointly as a group on June 28, 2006. According to
the joint Schedule 13D/A, the members of the Group are: Bulldog Investors
and Phillip Goldstein (each at 60 Heritage Drive, Pleasantville, New York
10570); Andrew Dakos (43 Waterford Drive, Montville, New Jersey 07045); and
Karpus Investment Management, Jo Ann Van Degriff, George W. Karpus, Karpus
Management, Inc., and Urbana Partners L.P. (each at 183 Sullys Trail,
Pittsford, New York 14534).

Section 16(a) Beneficial Ownership Reporting Compliance

During the year ended December 31, 2005, no late filings were made by
reporting persons in respect of the Fund.

Board Committees

The Board of Directors met [.] times during the fiscal year ended
October 31, 2005. 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 Fund as that term is defined 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 Fund. The Committee met
[.] times during the fiscal year ended October 31, 2005. The members of the
Committee, Messrs. McPherson (Chairman), Richie and Whitson, Ambassador Shafer,
General Galvin and Ms. Michel, are the independent Directors of the Fund. In
his capacity as Chairman of the Board Operations Committee, Mr. McPherson
performs duties similar to those of a "lead independent director," as he chairs
meetings of the independent Directors, and acts as a point of contact between
the independent Directors and the Manager between Board meetings in respect of
general matters.

Audit Committee. This Committee assists the Board in its oversight of the
Fund's financial reporting process and operates pursuant to a written charter
most recently amended on March 17, 2005. The Committee met [.] times during the
fiscal year ended October 31, 2005. Members of this Committee are Messrs.
Whitson (Chairman) and Richie, General Galvin and Ms. Michel. The members of
this Committee are "independent" as required by applicable listing standards of
the New York Stock Exchange. The report of the Audit Committee, as approved on
February 1, 2006, is attached to this Proxy Statement as Appendix 1.

Director Nominating Committee. Members of the Director Nominating Committee
are Ambassador Shafer (Chairman) and Mr. McPherson. The Director Nominating
Committee met [.] during the fiscal year ended October 31, 2005.

On March 18, 2004, the Board of Directors adopted a written charter for the
Director Nominating Committee. Pursuant to the charter, the Director Nominating
Committee identifies, evaluates, selects and nominates, or recommends for
nomination, candidates for the Board. It also may set standards or
qualifications for Directors. The Director Nominating Committee may consider
candidates for the Board submitted by current Directors, the Manager, the
Stockholders and other appropriate sources.

The Director Nominating Committee will consider candidates submitted by a
Stockholder or group of Stockholders who have owned at least $10,000 of the
Fund's outstanding Common Shares for at least one year at the time of
submission and who timely provide specified information about the candidates
and the nominating Stockholder or group. To be timely for consideration by the
Director Nominating Committee, the submission, including all required
information, must be submitted in writing to the attention of the Secretary at
100 Park Avenue, New York, NY 10017, (i) for an annual meeting, not less than
120 days before the date of the proxy statement for the previous year's annual
meeting of Stockholders and (ii) for a special meeting, not earlier than 150
days prior to such meeting nor later than the later of 120 days prior to such
meeting or the tenth day following the first public announcement of such
meeting. The Director Nominating Committee will consider only one candidate
submitted by such a Stockholder or group for nomination for election at an
annual or special meeting of Stockholders. The Director Nominating Committee
will not consider self-nominated candidates or candidates nominated by members
of a candidate's family, including such candidate's spouse, children, parents,
uncles, aunts, grandparents, nieces and nephews.

The Director Nominating Committee will consider and evaluate candidates
submitted by the nominating Stockholder or group on the basis of the same
criteria as those used to consider and evaluate candidates submitted from other
sources. These criteria may include the candidate's relevant knowledge,
experience and expertise, the candidate's ability to carry out his or her
duties in the best interests of the Fund and the candidate's ability to qualify
as a disinterested Director. The charter for the Director Nominating Committee,
which provides a detailed description of the criteria used by the Director
Nominating Committee as well as information required to be provided by
Stockholders submitting candidates for consideration by the Director Nominating
Committee, was included in the proxy statement for the 2004 Annual Meeting of
Stockholders.

Procedures for Communications to the Board of Directors

The Board of Directors has adopted a process for Stockholders to send
communications to the Board. To communicate with the Board of Directors or an
individual Director, a Stockholder must send written communications to 100 Park
Avenue, New York, NY 10017, addressed to the Board of Directors of Seligman
Quality Municipal Fund, Inc. or the individual Director. All stockholder
communications received in accordance with this process will be forwarded to
the Board of Directors or the individual Director. Each member of the Board of
Directors is invited to the Fund's annual meeting of Stockholders. There were
nine members of the Board of Directors of the Fund and [.] Stockholders of the
Fund other than those affiliated with the Manager or SDC in attendance at the
Fund's 2005 Annual Meeting of Stockholders.

Executive Officers of the Fund

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

Term of Office and
Name (Age) and Position Length of Time
With the Fund Served* Principal Occupation During Past Five Years
----------------------- ------------------ -------------------------------------------

Thomas G. Moles (63) EVP: 2002 to Date In addition to his position with the Fund,
Executive Vice President and Mr. Moles is a Director and Managing
Co-Portfolio Manager Portfolio Mgr.: Director of the Manager. He is also
1991-2003 Executive Vice President and Co-
Portfolio Manager of Seligman Select
Co-Portfolio Mgr.: Municipal Fund, Inc., and Vice President
2003 to Date and Co-Portfolio Manager of four of the
open-end investment companies of the
Seligman Group of Funds. He was
formerly President of the Fund and
Seligman Select Municipal Fund Inc. and
a Director of Seligman Advisors, Inc. and
Seligman Services, Inc.

Eileen A. Comerford (48) VP: 1991 to Date In addition to her position with the Fund,
Vice President and Co- Ms. Comerford is a Senior Vice
Portfolio Manager Co-Portfolio Mgr.: President, Investment Officer of the
2003 to Date Manager. She is also Vice President and
Co-Portfolio Manager of Seligman Select
Municipal Fund, Inc., and Vice President
and Co-Portfolio Manager of four of the
open-end investment companies of the
Seligman Group of Funds.

Audrey G. Kuchtyak (46) 1991 to Date In addition to her position with the Fund,
Vice President Ms. Kuchtyak is a Senior Vice President,
Investment Officer of the Manager. She is
also Vice President of Seligman Select
Municipal Fund, Inc.

Eleanor T.M. Hoagland (55) 2004 to Date Ms. Hoagland is a Managing Director of
Vice President and Chief the Manager and Vice President and
Compliance Officer Chief Compliance Officer for each of the
investment companies of the Seligman
Group of Funds.

Lawrence P. Vogel (50) VP: 1992 to Date; Mr. Vogel is Senior Vice President and
Vice President and Treas: 2000 to Date Treasurer, Investment Companies, of the
Treasurer Manager, Vice President and Treasurer of
each of the investment companies of the
Seligman Group of Funds, and Treasurer
of SDC.

Thomas G. Rose (48) 2000 to Date Mr. Rose is Managing Director, Chief
Vice President Financial Officer, Senior Vice President,
Finance, and Treasurer of the Manager,
and Senior Vice President, Finance, of
Seligman Advisors, Inc. and SDC. He is a
Vice President of each of the investment
companies of the Seligman Group of
Funds, Seligman International, Inc. and
Seligman Services, Inc.

Frank J. Nasta (41) 1994 to Date Mr. Nasta is a Director, Managing
Secretary Director, General Counsel and Corporate
Secretary of the Manager. He is Secretary
of each of the investment companies of
the Seligman Group of Funds. He is also
Corporate Secretary of Seligman
Advisors, Inc., Seligman Services, Inc.,
Seligman International, Inc. and SDC.

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

Remuneration of Directors and Officers

Directors of the Fund who are not employees of the Manager or its affiliates
each receive an annual retainer fee of $60,000, the amount of which is shared
by the Fund and the other investment companies in the Seligman Group of Funds.
For the fiscal year ended October 31, 2005, the Fund paid each Director a
portion of an aggregate retainer fee in the amount of $[.]. In addition, such
Directors are currently paid a total of $3,000 for each day on which they
attend Board and/or Committee meetings ($1,500 for telephonic attendance at
certain meetings), the amount of which is shared by the Fund and the other
investment companies of the Seligman Group of Funds meeting on the same day.
The Directors are also reimbursed for the expenses of attending meetings. Total
Directors' fees paid by the Fund to the Directors listed below for the fiscal
year ended October 31, 2005 were as follows:

Number of Aggregate
Directors in Direct
Group Capacity in which Remuneration was Received Remuneration
------------ ------------------------------------------- ------------

9 Directors and Members of Committees $[.]

Director's attendance, retainer and/or committee fees paid to each Director
during the fiscal year ended October 31, 2005 were as follows:

Name Aggregate Pension or Retirement Total Compensation
---- Compensation Benefits Accrued as From Fund and
From Fund Part of Fund Expenses Fund Complex*
------------ --------------------- ------------------

Robert B. Catell** $ [.] -0- $ [.]

John R. Galvin $ [.] -0- $ [.]

Alice S. Ilchman*** $ [.] -0- $ [.]

Frank A. McPherson $ [.] -0- $ [.]

John E. Merow**** $ [.] -0- $ [.]

Betsy S. Michel $ [.] -0- $ [.]

Leroy C. Richie $ [.] -0- $ [.]

Robert L. Shafer $ [.] -0- $ [.]

James N. Whitson+ $ [.] -0- $ [.]

- --------
* For the fiscal year ended October 31, 2005, there were 24 registered
investment companies in the Seligman Group of Funds, including the Fund.

** Mr. Catell resigned as Director on November 28, 2005.

*** Dr. Ilchman passed away on August 11, 2006.

*** Mr. Merow retired pursuant to Board policy at the 2005 Annual Meeting.
Mr. Merow had previously deferred compensation pursuant to the deferred
compensation plan; however, he had stopped deferring his current
compensation prior to his retirement. The accrued balance of Mr. Merow's
deferred compensation (including earnings/losses) in respect of the Fund as
of December 31, 2004 was $[.], all of which was paid to him in January 2005.

+ Mr. Whitson, who deferred receiving his fees from the Fund and other
investment companies of the Seligman Group of Funds from 1993 to 2002, had
a balance as of October 31, 2005 of $[.] in respect of the Fund in his
deferred plan account, net of earnings/losses.

No compensation is paid by the Fund to Directors or officers of the Fund who
are employees or officers of the Manager.

The Fund's Bylaws require each Director to be elected by the affirmative
vote of the holders of a majority of the votes entitled to be cast in the
election of a Director.

Each individual who has been nominated by the Board of Directors of the Fund
for election at this Meeting was previously elected by the Stockholders of the
Fund and is currently serving as a Director. Generally, under Maryland law, if
directors are not elected at the designated time, incumbent directors hold over
and continue to perform the duties of directors until their successors are
elected and qualify. If no nominee receives the required vote at the Fund's
annual meeting, the incumbent Directors (or other individuals) will be
nominated for election at the Fund's next meeting of Stockholders at which
Directors are elected. Maryland law provides that any Stockholder entitled to
vote in the election of directors of a corporation may petition a court of
equity to dissolve the corporation on grounds that the Stockholders are so
divided that they have failed, for a period which includes at least two
consecutive annual meeting dates, to elect successors to directors whose terms
would have expired on the election and qualification of their successors. The
court may or may not grant such a petition and the Fund is not aware of this
provision being invoked in the case of a public company.

Your Board of Directors Unanimously Recommends that the Stockholders Vote
FOR
the Election of Each of the Nominees to Serve as Director of the Fund.

B. Ratification of Selection of Auditors
(Proposal 2)

The Audit Committee of the Board of Directors has appointed, and the Board
of Directors, including a majority of those members who are not "interested
persons" of the Fund (as defined in the 1940 Act) has selected, Deloitte &
Touche LLP as auditors of the Fund for 2006. Deloitte & Touche LLP has
extensive experience in investment company accounting and auditing. It is
expected that a representative of Deloitte & Touche LLP will be present at the
Meeting and will have the opportunity to make a statement and respond to
questions.

Neither the Fund's Charter nor the Fund's Bylaws require that the
Stockholders ratify the selection of Deloitte & Touche LLP as the Fund's
independent auditors. The Board of Directors is submitting this matter to the
Stockholders as a matter of good corporate practice. If the Stockholders do not
ratify the selection, the Audit Committee of the Board of Directors will
reconsider whether to retain Deloitte & Touche LLP, but may retain such
independent auditors. Even if the selection is ratified, the Audit Committee
and the Board of Directors in their discretion may change the selection at any
time during the year if they determine that such change would be in the best
interests of the Fund and its Stockholders. It is intended that the persons
named in the accompanying form of proxy will vote for Deloitte & Touche LLP.

Deloitte & Touche LLP, in accordance with Independence Standards Board
Standard No. 1, has confirmed to the Audit Committee that they are independent
auditors with respect to the Fund. Deloitte & Touche LLP has audited the annual
financial statements of the Fund and provided tax and other non-audit services
to the Fund. Deloitte & Touche LLP has also rendered non-audit services to the
Manager, Seligman Advisors, Inc. (an affiliate of the Manager) and SDC, which
is partially owned by the Fund (together, the "Affiliated Service Providers").

In making its recommendation, the Audit Committee considered whether the
provision by the independent auditors to the Fund of non-audit services to the
Fund or of professional services

to the Affiliated Service Providers is compatible with maintaining the
auditors' independence and has discussed the auditors' independence with them.

Principal Accountant Fees and Services

Aggregate fees billed to the Fund for the last two fiscal years ended
October 31 for professional services rendered by Deloitte & Touche LLP were as
follows:

2005 2004
----- -------
AUDIT FEES $ . $26,177

AUDIT-RELATED FEES . 42,805

TAX FEES . 2,200

ALL OTHER FEES . --

Audit fees include amounts related to the audit of the Fund's annual
financial statements and services normally provided by Deloitte & Touche LLP in
connection with statutory and regulatory filings. Audit-related fees include
the performance of certain attestation services with respect to the Fund's
Preferred Shares. Tax fees include amounts related to tax compliance, tax
planning, and tax advice. All other fees include the Fund's pro-rata share of
amounts for services related to the assessment of procedures for compliance
with anti-money laundering regulations by the Fund and certain other investment
companies advised by the Manager.

Aggregate fees billed by Deloitte & Touche LLP for the last two fiscal years
ended October 31 for non-audit services provided to the Affiliated Service
Providers that provide ongoing services to the Fund, where the engagement
related directly to the operations and financial reporting of the Fund, were as
follows:

2005 2004
----- -------
AUDIT-RELATED FEES $ . $72,980

TAX FEES . 7,800

ALL OTHER FEES . 43,000

Audit-related fees include amounts for attestation services for SDC. Tax
fees include amounts related to tax compliance, tax planning, and tax advice
for, and an evaluation of, certain tax reporting procedures of SDC. All other
fees relates to electronic communication processing services performed on
behalf of outside counsel of the Manager.

The Audit Committee is required to preapprove audit and non-audit services
performed for the Fund by Deloitte & Touche. The Audit Committee also is
required to preapprove certain non-audit services performed for the Affiliated
Service Providers that provide services directly related to the operations and
financial reporting of the Fund. The Audit Committee has delegated preapproval
authority to Mr. James N. Whitson, the Audit Committee's Chairman. Mr. Whitson

will report any preapproval decisions to the Audit Committee at its next
scheduled meeting. Notwithstanding the foregoing, under certain circumstances,
preapproval of non-audit services of a de minimis amount is not required.

The aggregate fees billed for the most recent fiscal year and the preceding
fiscal year by Deloitte & Touche LLP for non-audit services rendered to the
Fund and the Affiliated Service Providers that provided ongoing services to the
Fund were $[.] and $97,675, respectively. All non-audit services discussed
above were preapproved by the Audit Committee.

The affirmative vote of a majority of the votes cast on the proposal at the
Meeting is required to ratify the selection of auditors.

Your Board of Directors Unanimously Recommends that the Stockholders
Vote FOR the Ratification of the Selection of Deloitte & Touche LLP
as Auditors of the Fund.

C. Stockholder Proposal
(Proposal 3)

The Fund has received one proposal (the "Proposal"), which is set forth
below, for inclusion in this year's proxy materials from one of the dissident
Stockholders that have indicated they will be contesting the election of
directors at the Annual Meeting. The Fund will provide the name and address of
such Stockholder and the number of Common Shares owned by such Stockholder upon
oral or written request.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE AGAINST THE STOCKHOLDER PROPOSAL.

The Board's reasoning is set forth following the proposal in a statement of
opposition. Stockholders are urged to read carefully the Proposal, the
supporting statement and the statement of opposition.

The Proposal is as follows:

RESOLVED: The shareholders request that the Board of Directors promptly take
the steps necessary to open-end the Fund.

The Stockholder has submitted the following statement in support of his
proposal:

The Fund has traded at a double-digit discount to its net asset value
("NAV") for a long time. As of November 17, 2005 the discount stood at 10.66%.
That means that a shareholder wishing to sell his or her shares of the Fund at
the close of business on November 17, 2005 would have to accept $12.41, or
$1.48 per share less than the NAV of $13.89. Open-ending the Fund means a
higher stock price for every shareholder. If you would like to see the Fund's
discount eliminated, please vote in favor of this proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THIS
STOCKHOLDER PROPOSAL FOR THE REASONS SET FORTH BELOW.

The Proposal seeks to terminate the Fund's closed-end structure in favor of
an open-end structure. The Proposal is clear in this regard, but is much less
clear as to the consequences of that change and offers no discussion of the
reasons - in your Board's view, very compelling reasons - why open-ending is
not desirable for the Fund. The effect of such a change might be to provide
some Stockholders with a quick, one-time profit, but it would be at the expense
of other Stockholders who have for the longer-term and wish to remain invested
in a closed-end fund.

The difference between closed- and open-end funds

Shares of closed-end funds, such as the Fund, trade on a securities exchange
(in the case of the Fund, on the New York Stock Exchange) like those of any
other listed company. Market forces and perceptions of the Fund's prospects
drive price movements. As is the case for many other closed-end funds, the
market price of the Fund's shares is frequently lower than the value of the
Fund's portfolio less liabilities, which is called its net asset value ("NAV"),
just as the market value of an industrial company's stock could be below the
book value of its assets.

In contrast, traditional open-end mutual funds do not trade on a stock
exchange. Instead, stockholder liquidity is achieved by the fund's standing
ready to buy back shares each day at NAV, called redemptions. Because daily NAV
redemptions are required by law for open-end funds, they must maintain
liquidity reserves. This is usually accomplished by limiting their primary
investments to securities with an active trading market, which constrains
investment flexibility. Also, open-end funds generally need to hold higher cash
reserves in order to meet their requirement to redeem shares. As the demand for
redemption by stockholders is often unpredictable, this uninvested cash may be
a drag on investment returns.

Leverage and the closed-end structure

An important advantage for many closed-end funds, including your Fund, is
that they can take advantage of leverage - essentially, investing "borrowed"
money in order to increase investment returns. A large number of closed-end
funds that invest in municipal bonds use leverage. Open-end funds, by contrast,
are much more restricted by the 1940 Act in their ability to use leverage, and
most do not use it at all.

The Fund obtains leverage through its preferred stock. Open-end funds are
not permitted to issue preferred stock. Preferred stockholders invest in the
Fund and preferred dividends are paid by the Fund on their shares, while the
Fund invests capital from the sale of preferred shares in municipal bonds. When
the rate of return from the Fund's investments exceeds the dividend payable on
the preferred stock, dividends to the Fund's common stockholders are greater
than they would otherwise be. The benefit of leverage is determined by a number
of factors, including the prevailing interest rate environment. When short-term
interest rates are low and longer-term interest rates are high, leverage can
significantly improve returns to holders of the Fund's Common Shares, because
the Fund pays a lower, shorter-term rate on preferred shares

while making investments that produce higher return. However, when short-term
interest rates are close to long-term interest rates, leverage may provide
relatively less benefit and if short-term interest rates are higher than
long-term interest rates, leverage will actually hurt performance. In periods
of declining interest rates, the increase in the Fund's net asset value will be
enhanced by the effect of leverage and in periods of rising interest rates the
Fund's net asset value would decline more than otherwise due to the effect of
leverage.

Leverage has provided a significant, quantifiable benefit to the Fund.
Leverage has provided approximately [.]% of the Fund's total investment assets,
and has permitted the Fund to pay dividends to Common stockholders that were
[.]% higher than otherwise could have been paid in the one-year period ended
June 30, 2006. If the Fund were an open-end fund, this benefit would not have
been available. If the Fund were to convert to open-end status, not only would
the Fund lose the benefits provided by its Preferred Shares, the Fund would be
required to redeem the outstanding Preferred Shares, resulting in a significant
outflow of capital to pay for the redemptions and requiring the Fund to
liquidate a significant part of its investment portfolio.

What it means to trade at a discount

Your Board of Directors recognizes that the Fund's Common Shares generally
have traded at a discount to NAV in recent times. The Proposal characterizes
this situation as presenting a chance to realize "a higher stock price for
every shareholder" through open-ending. Your Board believes that this
explanation is an oversimplification of what it means for the Fund's shares to
trade at a discount to NAV. While it may be in the interests of some of the
Fund's short-term Stockholders to eliminate the discount by open-ending the
Fund (in particular, the dissident Stockholders advocating in favor of the
Proposal), it is in the interests of all of the Fund's Stockholders that your
Board clarify the implications of the Fund's shares trading at a discount in
order that all of the Fund's Stockholders may understand the consequences of
open-ending the Fund at this time.

The discount is a function of the NAV and market price, each of which may be
influenced by different factors. There is debate whether a closed-end fund
discount is the cause of market price movements or is merely the effect. The
discount is considered by many to be the result of market supply and demand
factors for shares, although it is uncertain whether the dominant factors are
fund-specific, such as performance, or external, such as market sentiment
towards fixed-income investments like those of the Fund.

If, as your Board believes to be the case, the discount is the effect and
not the cause of external market price movements, there is no action that will
have a long-term effect on the discount other than liquidation or open-ending.
Open-ending, however, would have the negative effect of eliminating leverage.
Moreover, in the absence of a distribution system and robust buying interest,
open-ending is equivalent to slow-motion liquidation and would result in
progressively higher expenses as a percentage of NAV.

In any event, stockholders experience gain or loss based only on market
price changes in the Fund's shares and dividends on Fund shares. In fact, many
investors prefer to purchase closed-end fund shares that trade at a discount,
because it grants them a form of "leverage" of their own assets. For example,
if a fund's shares trade at a 10% discount to net asset value, every $1.00
invested by a stockholder in that fund's shares purchases the benefit of $1.11
worth of assets. Finally, investors who remain concerned about the discount may
wish to note that the

Fund's discount has decreased significantly in recent periods - to about [.%]
as of [August ______, 2006], representing a decrease of over [.%] from the
Fund's five-year average discount.

Increased Expenses and Cost Considerations

It has been the experience of other closed-end funds that conversion to
open-end status may result in the short term in significant redemptions,
including by short-term investors such as hedge funds, which may force
liquidation of portfolio investments, and the realization of capital gains or
losses, resulting in an increased expense ratio to the disadvantage of
continuing Stockholders. Significant redemptions could adversely affect the
Fund in several ways if the Fund were to convert into an open-end fund:

. Redemptions might force the sale of portfolio securities in amounts
and at times that result in unfavorable prices.

. Redemptions could force the Fund to realize gains for tax purposes
that would not otherwise have been realized by the Fund, with
unfavorable tax consequences to continuing Stockholders.

. The Fund would likely have in place a "Rule 12b-1 plan" in order to
discourage redemption and encourage sales. A Rule 12b-1 plan would
involve material expenses not currently incurred by the Fund's
Stockholders and result in a materially higher expense ratio. Rule
12b-1 plans are typical features of open-end funds.

. Because a portion of the Fund's operating expenses would remain
relatively constant as its assets expand or contract, the open-end
mutual fund's expense ratio (the ratio of operating expenses to
average net assets) would increase as redemptions took place.

. Continuous sales and redemptions of the Fund's shares could result in
shareholder service costs not currently faced by the Fund and result
in an increase in the expense ratio. Any increase in the expense ratio
would have a direct adverse effect on yield and total return.

In addition to the capital outlay to redeem its Preferred Shares noted
above, the Fund would incur costs in the process of conversion to an open-end
fund, including the legal, accounting and printing costs, which would be
significant. These costs would be borne by the holders of the Common Shares.

The affirmative vote of a majority of the votes cast on the proposal at the
Meeting is required to approve Proposal 3. For purposes of Proposal 3,
abstentions will have no effect on the result of the vote. Proposal 3 is only a
recommendation and, if it is approved by the required vote, will have no
binding effect on the Fund or the Board of Directors. In considering whether or
not to take action in response to the proposal, the Board of Directors will
give the request set forth in the proposal such weight as it believes
appropriate based on the voting of Stockholders for the proposal and other
relevant factors.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
AGAINST THIS STOCKHOLDER PROPOSAL.

D. Other Matters

The Fund knows of no other matters which may properly be brought before the
Meeting. However, if any other matters come before the Meeting, it is intended
that the proxyholders will vote in accordance with their discretion on such
matters. The persons named in the form of Proxy, or their substitutes, will
have discretionary authority to vote on any Stockholder proposal of which the
Fund first receives notice after [.], 2006. In addition, the Fund's By-laws
permit the Fund to exclude from consideration at the Meeting any Stockholder
proposal first brought to the attention of the Fund after [.], 2006.

Under the Securities Exchange Act's stockholder proposal rule (Rule 14a-8),
any stockholder proposal that may properly be included in the Fund's Proxy
solicitation material for the 2007 Annual Meeting of Stockholders must be
received by the Fund no later than [.], 2007; provided, however, that if the
Fund's 2007 Annual Meeting is held more than 30 days from the anniversary of
the 2006 Annual Meeting (i.e., more than 30 days before or after October 19,
2006), then stockholder proposals submitted pursuant to Rule 14a-8 must be
submitted a reasonable time before the Fund begins to print and mail its proxy
materials. Timely notice of Stockholder proposals submitted outside of the Rule
14a-8 process must be received by the Fund no earlier than [.], 2007 and no
later than [.], 2007, to be eligible for presentation at the 2007 Annual
Meeting; provided, however, that if the Fund's 2007 Annual Meeting is held more
than 30 days from the anniversary of the 2006 Annual Meeting (i.e., more than
30 days from October 19, 2006), then such stockholder proposals must be
received by the Fund no earlier than the 150/th/ day prior to the date of such
meeting and not later than 5:00 p.m. eastern time, on the later of the 120/th/
day prior to the date of such meeting or no later than the tenth day following
the day on which public announcement of the date of such meeting is first made.

E. Expenses

The Fund will bear the cost of soliciting proxies. In addition to the use of
the mails, proxies may be solicited personally or via facsimile, telephone or
the Internet by Directors, officers and employees of the Fund, the Manager,
Seligman Advisors, Inc., Seligman Services, Inc. and SDC, and the Fund may
reimburse persons holding shares in their names or names of their nominees for
their expenses in sending solicitation material to their beneficial owners. The
Fund has engaged Georgeson Shareholder Communications, Inc., 17 State St., New
York, NY 10004, to assist in soliciting proxies for a fee of up to $[.] plus
expenses.

By order of the Board of
Directors,

/s/ Frank J. Nasta
-----------------------------
Secretary

It is important that your shares be voted promptly. All Stockholders,
including those who expect to attend the Meeting, are urged to authorize a
proxy as soon as possible by accessing the Internet site listed on the enclosed
White Proxy Card, by calling the toll- free number listed on the enclosed White
Proxy Card, or by completing, signing and dating and mailing the enclosed White
Proxy Card in the enclosed return envelope, which requires no postage if mailed
in the United States. Only Directors, officers, employees and agents of the
Fund and stockholders and their duly authorized proxies are entitled to attend
the Meeting. To be admitted to the Meeting you will need to present proof of
ownership of Seligman Quality Municipal Fund, Inc. stock, or if your shares are
held in "street name," a proxy from the street name holder.

APPENDIX 1

SELIGMAN QUALITY MUNICIPAL FUND, INC.
(the "Fund")

AUDIT COMMITTEE REPORT

The Audit Committee operates pursuant to a written charter that was last
amended by the Fund's Board of Directors on March 17, 2005. The purposes of the
Audit Committee are to 1) assist the Board of Directors in its oversight of
(i) the integrity of the Fund's financial statements; (ii) the Fund's
compliance with legal and regulatory requirements; and (iii) the independent
auditors' independence, qualifications and performance; and 2) to prepare this
report. Management of the Fund is responsible for the preparation, presentation
and integrity of the Fund's financial statements, the Fund's accounting and
financial reporting principles and internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and
regulations. The independent auditors are responsible for auditing the Fund's
financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles.

In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent auditors of the Fund. The Audit Committee has also discussed
with the independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61, Communication with Audit Committees, as currently
in effect. The Audit Committee has also considered whether the provision of any
non-audit services not pre-approved by the Audit Committee provided by the
Fund's independent auditors to the Adviser or Manager and to any entity
controlling, controlled by or under common control with the Adviser or Manager
that provides ongoing services to the Fund is compatible with maintaining the
auditors' independence. Finally, the Audit Committee has received the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees, as currently in effect, and has discussed with the auditors
the auditors' independence.

The members of the Audit Committee are not full-time employees of the Fund
and are not performing the functions of auditors or accountants. As such, it is
not the duty or responsibility of the Audit Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or procedures or
to set auditor independence standards. Members of the Audit Committee
necessarily rely on the information provided to them by management and the
independent auditors. Accordingly, the Audit Committee's considerations and
discussions referred to above do not assure that the audit of the Fund's
financial statements has been carried out in accordance with generally accepted
auditing standards, that the financial statements are presented in accordance
with generally accepted accounting principles or that the Fund's auditors are
in fact "independent."

Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee
referred to above, the Audit Committee recommended to the Board of Directors of
the Fund that the audited financial statements of the Fund be included in the
Fund's annual report to stockholders for the most recent fiscal period.

1-i

SUBMITTED BY THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

John R. Galvin
Betsy S. Michel
Leroy C. Richie
James N. Whitson

As approved on February 1, 2006.

1-ii

SELIGMAN QUALITY
MUNICIPAL FUND, INC.

Notice of Annual Meeting
of Stockholders
and
Proxy Statement

SELIGMAN QUALITY MUNICIPAL
FUND, INC.

Managed by
[GRAPHIC APPEARS HERE]
J. & W. SELIGMAN & CO.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864 Time: October 19, 2006
100 Park Avenue, New York, NY 10017 [.] A.M.

Place: Offices of Sullivan & Cromwell
LLP
375 Park Avenue, 8th Floor
New York, New York 10152

Please authorize your proxy by
telephone, by the Internet, or by
mailing the enclosed White Proxy Card
in the enclosed return envelope which
requires no postage if mailed in the
United States.

YOUR VOTE IS IMPORTANT

Please complete, date, sign and mail your proxy card in the
envelope provided as soon as possible.

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

PROXY SELIGMAN QUALITY MUNICIPAL FUND, INC. PREFERRED STOCK

100 Park Avenue, New York, NY 10017

The undersigned Stockholder of Seligman Quality Municipal Fund, Inc., a
Maryland corporation, 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 at [.] A.M. on October 19, 2006, at the offices of
Sullivan & Cromwell LLP, 375 Park Avenue, 8th Floor, New York, New York 10152
(the "Meeting"), and hereby appoints WILLIAM C. MORRIS, FRANK J. NASTA and PAUL
B. GOUCHER (or any of them) as proxies for the undersigned, with full power of
substitution in each of them, to attend the Meeting (and any adjournments or
postponements thereof) and to cast on behalf of the undersigned all the votes
the undersigned is entitled to cast at the Meeting and otherwise to represent
the undersigned at the Meeting with all the powers possessed by the undersigned
if personally present at the Meeting. The undersigned hereby revokes any proxy
previously given with respect to the Meeting.

The votes entitled to be cast by the undersigned will be cast as instructed
below. If this Proxy is executed but no instruction is given, the votes
entitled to be cast by the undersigned will be cast FOR each of the nominees of
the Board of Directors for election as director, FOR Proposal 2 and AGAINST
Proposal 3. The votes entitled to be cast by the undersigned will be cast in
the discretion of the proxy holder on any other matter that may properly come
before the Meeting (and any adjournment or postponement thereof) including, but
not limited to, proposing and/or voting on adjournment or postponement of the
Meeting, including, but not limited to, in the event that sufficient votes in
favor of any Board proposal or nominee for election as a Director are not
received. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF
DIRECTORS. YOUR VOTE IS IMPORTANT. Complete, date and sign on reverse side and
return this card as soon as possible. Mark each vote with an X in the box.

(Continued and to be signed on the reverse side)

THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES

TO CAST YOUR VOTES

TELEPHONE INTERNET MAIL
- --------------------------------------------- --------------------------------------- -----------------------------------------

This method is available for residents of the Visit the Internet website at http:// Simply complete, sign and date your
U.S. and Canada. On a touch tone telephone, proxy.georgeson.com. Enter the proxy card and return it in the postage-
call TOLL FREE [.], 24 hours a day, 7 days COMPANY NUMBER and CONTROL paid envelope. If you are using telephone
a week. You will be asked to enter ONLY NUMBER shown below and follow the or the Internet, please do not mail your
the CONTROL NUMBER shown below. instructions on your screen. You will proxy card.
Have your instruction card ready, then incur only your usual Internet charges.
follow the prerecorded instructions. Your Available until 12:00 midnight New York
instructions will be confirmed and votes cast City time on October 18, 2006.
as you direct. Available until 12:00
midnight New York City time on
October 18, 2006.

This method may also be available by
telephone through the Fund's proxy
solicitor.

COMPANY NUMBER CONTROL NUMBER

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The Board of Directors recommends that you vote FOR all nominees and FOR
Proposal 2, as more fully described in the accompanying Proxy Statement.

1. The election of three Directors, each to FOR WITHHOLD
hold office until the 2009 Annual Meeting
of Stockholders and until their successors
are elected and qualify.

NOMINEES: John R. Galvin, Robert L. all nominees all nominees
Shafer and William C. Morris. [ ] [ ]

Instruction: To withhold authority to vote for one or more individual nominees,
write the name(s) of such nominee(s) below:

2.Ratification of the selection of FOR AGAINST ABSTAIN
Deloitte & Touche LLP as Auditors. [ ] [ ] [ ]

The Board of Directors recommends that you vote AGAINST Proposal 3, as more
fully described in the accompanying Proxy Statement.

3.Stockholder proposal requesting that
the Board of Directors promptly take FOR AGAINST ABSTAIN
steps to open-end the Fund. [ ] [ ] [ ]

4. To vote and otherwise represent the undersigned on any other matter that may
properly come before the meeting or any adjournment or postponement thereof,
including but not limited to, proposing and/or voting on adjournment or
postponement of the Meeting, including, but not limited to, in the event that
sufficient votes in favor of any Board proposal or nominee for election as
director are not received, in the discretion of the proxy holder.

PLEASE SIGN AND RETURN IMMEDIATELY

Please sign exactly as your name(s) appear(s) on this Proxy. When shares are
held jointly, each holder should sign. When signing in a representative
capacity, please give title.

DATED: __________, 2006

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

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Additional Signature (if held jointly)

YOUR VOTE IS IMPORTANT

Please complete, date, sign and mail your proxy card in the envelope
provided as soon as possible.

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

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

(Continued and to be signed on the reverse side)

THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES

TO CAST YOUR VOTES

TELEPHONE INTERNET MAIL
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This method may also be available by
telephone through the Fund's proxy
solicitor.

COMPANY NUMBER CONTROL NUMBER

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The Board of Directors recommends that you vote FOR all nominees and FOR
Proposal 2, as more fully described in the accompanying Proxy Statement.

1. The election of three Directors, each to FOR WITHHOLD
hold office until the 2009 Annual Meeting
of Stockholders and until their successors
are elected and qualify.

NOMINEES: John R. Galvin, Robert L. all nominees all nominees
Shafer and William C. Morris. [ ] [ ]

Instruction: To withhold authority to vote for one or more individual nominees,
write the name(s) of such nominee(s) below:

2.Ratification of the selection of FOR AGAINST ABSTAIN
Deloitte & Touche LLP as Auditors. [ ] [ ] [ ]

The Board of Directors recommends that you vote AGAINST Proposal 3, as more
fully described in the accompanying Proxy Statement.

3.Stockholder proposal requesting that
the Board of Directors promptly take FOR AGAINST ABSTAIN
steps to open-end the Fund. [ ] [ ] [ ]

PLEASE SIGN AND RETURN IMMEDIATELY

Please sign exactly as your name(s) appear(s) on this Proxy. When shares are
held jointly, each holder should sign. When signing in a representative
capacity, please give title.

DATED: __________, 2006

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

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