SELIGMAN PORTFOLIOS, INC.

                                     By-Laws

                                    --------

                                    ARTICLE I
                                  Shareholders

      SECTION 1. Place of Meetings. All meetings of shareholders shall be held
at the principal office of the Corporation in the City of Baltimore or at such
other place within the United States as may from time to time be designated by
the Directors and stated in the notice of such meeting.

      SECTION 2. Annual Meetings. The annual meeting of the shareholders of the
Corporation shall be held during the 31-day period commencing April 15 of each
year on such day and at such hour as may from time to time be designated by the
Board of Directors and stated in the notice of such meeting, for the transaction
of such business as may properly be brought before the meeting; provided,
however, that an annual meeting of shareholders shall not be required to be held
in any year in which none of the following is required to be acted on by
shareholders pursuant to the Investment Company Act of 1940: election of
directors; approval of the investment advisory agreement; ratification of the
selection of independent public accountants; or approval of a distribution
agreement.

      SECTION 3. Special Meetings. Special meetings of the shareholders for any
purpose or purposes may be called by the Chairman of the Board, the President, a
majority of the Directors or a majority of the Executive Committee, and shall be
called by the Secretary upon receipt of the written request of the holders of
shares entitled to not less than twenty-five percent (25%) of all the votes
entitled to be cast at such meeting. Such request shall state the purpose or
purposes of the proposed meeting and the matters proposed to be acted on
thereat. The Secretary shall inform such shareholders of the reasonably
estimated costs of preparing and mailing such notice of meeting, and upon
payment to the Corporation of such costs the Secretary shall give notice stating
the purpose or purposes of the meeting, as required in this Article and by law,
to all shareholders entitled to notice of such meeting. No special meeting need
be called upon the request of the holders of Shares entitled to cast less than a
majority of all votes entitled to be cast at such meeting, to consider any
matter which is substantially the same as a matter voted upon at any special
meeting of shareholders held during the preceding twelve months.

      SECTION 4. Notice of Shareholders' Meetings. Not less than ten days nor
more than ninety days before the date of any shareholders' meeting, the
Secretary shall give to each shareholder entitled to vote at or to notice of
such meeting, written or printed notice stating the time and place of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, either by mail or presenting it to him personally or by
leaving it at


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his residence or usual place of business. If mailed, such notice shall be deemed
to be given when deposited in the United States mail addressed to the
shareholder at his post office address as it appears on the records of the
Corporation, with postage thereon prepaid.

      No notice of the time, place or purpose of any meeting of shareholders
need be given to any shareholder who attends in person or by proxy or to any
shareholder who executes a written waiver of such notice, either before or after
the meeting is held, and which notice is filed with the records of the meeting.

      SECTION 5. Quorum; Adjournment; Majority Vote. The presence in person or
by proxy of the holders of one-third of the Shares of all Classes issued and
outstanding and entitled to vote thereat shall constitute a quorum for the
transaction of any business at all meetings of the shareholders except as
otherwise provided by law or in the Articles of Incorporation and except that
where the holders of Shares of any Class are entitled to a separate vote as a
Class (a "Separate Class") or where the holders of Shares of two or more (but
not all) Classes are required to vote as a single Class (a "Combined Class"),
the presence in person or by proxy of the holders of one-third of the Shares of
that Separate Class or Combined Class, as the case may be, issued and
outstanding and entitled to vote thereat shall constitute a quorum for such
vote. If, however, a quorum with respect to all Classes, a Separate Class or a
Combined Class, as the case may be, shall not be present or represented at any
meeting of the shareholders, the holders of a majority of the Shares of all
Classes, such Separate Class or such Combined Class, as the case may be, present
in person or by proxy and entitled to vote shall have power to adjourn the
meeting from time to time as to all Classes, such Separate Class or such
Combined Class, as the case may be, without notice other than announcement at
the meeting, until the requisite number of Shares entitled to vote at such
meeting shall be present. At such adjourned meeting at which the requisite
number of Shares entitled to vote thereat shall be represented any business may
be transacted which might have been transacted at the meeting as originally
notified. The absence from any meeting of shareholders of the number of Shares
in excess of one-third of the Shares of all Classes or of the affected Class or
Classes, as the case may be, which may be required by the laws of the State of
Maryland, the Investment Company Act of 1940 or any other applicable law or the
Articles of Incorporation for action upon any given matter, shall not prevent
action of such meeting upon any other matter or matters which may properly come
before the meeting, if there shall be present thereat, in person or by proxy,
holders of the number of Shares required for action in respect of such other
matter or matters.

      SECTION 6. Voting and Inspectors. All elections shall be had and all
questions decided by a majority of the votes cast, without regard to Class, at a
duly constituted meeting, except as otherwise provided by law or by the Articles
of Incorporation or by these By-Laws and except that with respect to a question
as to which the holders of Shares of any Class or Classes are entitled or
required to vote as a Separate Class or a Combined Class, as the case may be,
such question shall be decided as to such Separate Class or such Combined Class,
as the case may be, by a majority (except as otherwise provided by law, by the
Articles of Incorporation or by these By-Laws) of the votes cast by Shares of
such Separate Class or such Combined Class, as the case may be.


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      With respect to all Shares having voting rights (a) a shareholder may vote
the Shares owned of record by him either in person or by proxy appointed in a
manner permitted by these By-Laws. A proxy may be appointed by the shareholder
or his duly authorized agent by any means, inlcuding by a writing, through the
Internet, through facsimile transmission or over the telephone, provided that it
is reasonably calculated to ensure a fair and accurate tabulation of proxies and
further, provided that no proxy shall be valid after eleven months from its date
unless otherwise stated in the proxy and (b) in all elections for directors
every shareholder shall have the right to vote, in person or by proxy appointed
in a manner permitted by these By-Laws, the Shares owned of record by him, for
as many persons as there are directors to be elected and for whose election he
has a right to vote.

      At any election of Directors, the Chairman of the meeting may, and upon
the request of the holders of ten percent (10%) of the Shares entitled to vote
at such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the result of the
vote taken. No candidate for the office of Director shall be appointed such
inspector.

      SECTION 7. Conduct of Shareholders' Meetings. Each meeting of shareholders
shall be presided over by the Chairman of the Board, or if he is not present, by
the President or a Vice-President of the Corporation designated by the Chairman
of the Board to act as chairman of the meeting, or if none of the forgoing is
present, by a chairman to be elected at the meeting. The Secretary of the
Corporation, or if he is not present, an Assistant Secretary, or if neither is
present, a secretary to be named at the meeting, shall act as secretary of the
meeting.

      At every meeting of the shareholders, all proxies shall be required and
taken in charge of and all ballots shall be required and canvassed by the
Secretary of the meeting, who shall decide all questions touching the
qualification of voters, the validity of the proxies and the acceptance or
rejection of votes, unless inspectors of election shall have been appointed by
the Chairman of the meeting, in which event such inspectors of election shall
decide all such questions.

      SECTION 8. Action Without Meetings. Except as otherwise provided by law,
the provisions of these By-Laws relating to notices and meetings to the contrary
notwithstanding, any action required or permitted to be taken at any meeting of
shareholders may be taken without a meeting if the following are filed with the
records of the shareholders' meetings: (1) a unanimous written consent which
sets forth the action and is signed by each shareholder entitled to vote on the
matter; and (2) a written waiver of any right to dissent signed by each
shareholder entitled to notice of the meeting but not entitled to vote at it.

                                   ARTICLE II
                                    Directors

      SECTION 1. Number; Term. The business and affairs of the Corporation shall
be managed under the direction of not less than two (2) and not more than twenty
(20) directors, as may from time to time be fixed by vote of a majority of the
entire Board of Directors, the initial


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number of such directors to be two (2); provided that the tenure of office of a
director shall not be affected by any change in the number of directors so made
by the Board.

      At any annual meeting of shareholders the shareholders shall elect
directors to hold office until the next annual meeting or until their successors
are elected and qualify, subject to the right of removal granted by law.
Directors need not be shareholders.

      SECTION 2. Vacancies. Subject to Section 5 of this Article II, any vacancy
occurring in the Board of Directors for any cause other than by reason of an
increase in the number of directors may be filled by the vote of a majority of
the remaining directors, although such majority is less than a quorum. Any
vacancy occurring by reason of an increase in the number of directors may be
filled by action of a majority of the entire Board of Directors. A director
elected by the Board of Directors to fill a vacancy shall be elected to hold
office until the next annual meeting of shareholders or until his successor is
elected and qualifies.

      SECTION 3. Meetings. Meetings of the Board of Directors, regular or
special, may be held at any place in or out of the State of Maryland as the
Board may from time to time determine or as shall be specified or filed in the
respective notices or waivers of notice thereof.

      Regular meetings of the Board shall be held at such time as the Board may
from time to time determine. No notice need be given of regular meetings of the
Board.

      Special meetings of the Board may be held at any time upon call of the
Chairman of the Board, the Secretary or two or more of the directors, by oral,
telegraphic or written notice duly served on or sent or mailed to each director
not less than two days before such meeting. Such notice need not include a
statement of the business to be transacted at, or the purpose of, such special
meeting. A written waiver of notice, signed by the director entitled to such
notice and filed with the records of the meeting, whether before or after the
holding thereof, or actual attendance at the meeting, shall be deemed equivalent
to the giving of notice to such director.

      At all meetings of the Board, one third of the entire Board, but not less
than two directors, shall constitute a quorum for the transaction of business.
If there be less than a quorum present at any meeting of the Board, a majority
of those present may adjourn the meeting from time to time.

      The action of a majority of the directors present at a meeting at which a
quorum is present shall be the action of the Board unless the concurrence of a
greater proportion is required for such action by statute, the Articles of
Incorporation or these By-Laws.

      SECTION 4. Audit Committee. The Board of Directors may by the affirmative
vote of a majority of the entire Board appoint from its members an Audit
Committee composed of two or more directors, who are not "interested persons"
(as defined in the Investment Company Act of 1940) of the Corporation, as the
Board may from time to time determine. The Audit Committee, if so appointed,
shall (a) recommend independent public accountants for selection by the Board,
(b) review the scope of audit, accounting and financial internal controls and
the quality and adequacy of the Corporation's accounting staff with the
independent public accountants and such


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other persons as may be deemed appropriate, (c) review with the accounting staff
and the independent public accounts the compliance of transactions of the
Corporation with J. & W. Seligman & Co. Incorporated or any other manager of the
affairs of the Corporation and with any affiliate of such firm or manager with
the financial terms of applicable agreements, (d) review reports of the
independent public accountants and comment to the Board when warranted, (e)
report to the Board at least once each year and at such other times as the
committee deems desirable, and (f) be directly available at all times to the
independent public accountants and responsible officers of the Corporation for
consultation on audit, accounting and related financial matters.

      SECTION 5. Director Nominating Committee. The Board of Directors may by
the affirmative vote of a majority of the entire Board appoint from its members
a Director Nominating Committee composed of two or more directors. The Director
Nominating Committee, if so appointed, shall recommend to the Board a slate of
persons to be nominated for election as directors by the shareholders at any
annual meeting of shareholders and a person to be elected to fill any vacancy
occurring for any reason in the Board.

      SECTION 6. Executive Committee. The Board of Directors may appoint from
its members an Executive Committee composed of two or more directors, as the
Board may from time to time determine, of which committee the Chairman of the
Board shall be a member. In the intervals between meetings of the Board, the
Executive committee, if so appointed, shall have the power of the Board to (a)
determine the value of securities and assets owned by the Corporation, (b) elect
or appoint officers of the Corporation to serve until the next meeting of the
Board and (c) take such action as may be necessary to manage the portfolio
security loan business of the Corporation.

      All action by the Executive Committee shall be recorded and reported to
the Board at its meeting next succeeding such action.

      SECTION 7. Other Committees. The Board of Directors may appoint from among
its members other committees composed of two or more of its directors which
shall have such powers as may be delegated or authorized by the resolution
appointing them.

      SECTION 8. Committee Procedures. The Board of Directors may at any time
change the members of any committee, fill vacancies or discharge any committee.

      In the absence of any member of any committee, the member or members
thereof present at any meeting, whether or not they constitute a quorum, may
appoint to act in the place of such absent member a member of the Board who,
except in the case of the Executive Committee, is not an "interested person" of
the Corporation.

      Each committee may fix its own rules of procedure and may meet as and when
provided by those rules.


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      Two or more members of any committee shall constitute a quorum unless the
Board shall otherwise provide.

      Copies of the minutes of all meetings of committees other than the
Nominating Committee and the Executive Committee shall be distributed to the
Board unless the Board shall otherwise provide.

      SECTION 9. Telephone Meetings. Members of the Board of Directors or a
committee of the Board of Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means constitutes presence in person at the meeting.

      SECTION 10. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent to such action is signed by
all members of the Board or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.

      SECTION 11. Compensation of Directors. The Board of Directors shall have
the authority to fix the compensation of directors for services in any capacity.

                                   ARTICLE III
                                    Officers

      SECTION 1. Officers. The executive officers of the Corporation shall be
elected by the Board of Directors and shall be a Chairman of the Board, a
President, one or more Vice-Presidents, a Secretary and a Treasurer. The
Chairman of the Board shall be selected from among the directors. The Board may
also appoint such other officers, employees and agents as it may deem
appropriate. Any two or more offices, except those of President and
Vice-President, may be held by the same person but no person shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or these By-laws to
be executed, acknowledged or verified by two or more officers.

      SECTION 2. Term. Officers shall serve for one year and until their
successors are elected and shall qualify, but any officer may be removed (except
as a director) by action of a majority of the entire Board of Directors
whenever, in the judgment of the Board, the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to the
contractual rights, if any, of the person so removed.

      SECTION 3. Authority and Duties. All officers and agents of the
Corporation shall have such authority and perform such duties in the management
of the property and affairs of the Corporation as generally pertain to their
respective offices, as well as such authority and duties as may be determined by
resolution of the Board of Directors.


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      Without limiting the generality of the foregoing and subject to the
provisions of the Articles of Incorporation of the Corporation and to the order
of the Board of Directors, the Treasurer shall be the chief financial and
accounting officer of the Corporation and as such shall receive, or cause to be
received, and give, or cause to be given, receipts for all funds and securities
paid or delivered to, or for the account of the Corporation; shall cause such
funds and securities to be deposited for the account of the Corporation with
such custodians as may be designated by the Board of Directors; shall pay or
cause to be paid out of the funds of the Corporation all just debts of the
Corporation upon their maturity; shall maintain, or cause to be maintained,
accurate records of all receipts, disbursements, assets, liabilities and
transaction of the Corporation; shall see that adequate audits thereof are
regularly made; and shall, when required by the Board of Directors, render
accurate statements of the condition of the Corporation.

      SECTION 4. Compensation of Officers. The Board of Directors may determine
what, if any, compensation shall be paid to officers of the Corporation.

                                   ARTICLE IV
                                 Indemnification

      The Corporation shall indemnify directors, officers, employees and agents
of the Corporation against judgments, fines, settlements, penalties and expenses
to the fullest extent authorized, and in the manner permitted by applicable
federal and state law, as set forth in the Articles of Incorporation of the
Corporation.

                                    ARTICLE V
                                  Capital Stock

      SECTION 1. Certificates of Stock. Shareholders shall not be entitled to
receive certificates evidencing their share ownership in any class or classes,
unless the Directors shall by resolution otherwise determine. At the time of
issue or transfer of shares without certificates, the Corporation shall send the
shareholder a written statement of the information required on certificates by
Section 2-211 of the Maryland Corporations and Associations Law.

      SECTION 2. Transfer of Shares. Shares of the Corporation shall be
transferable on the register of the Corporation by the holder thereof in person
or by his agent duly authorized in writing, upon delivery to the Directors or
the Transfer Agent of a duly executed instrument of transfer, together with such
evidence of the genuineness of each such execution and authorization of such
other matters as the Corporation or its agents may reasonably require.

      SECTION 3. Record Dates; Closing of Transfer Books. The Board of Directors
may fix, in advance, a date as the record date for the purpose of determining
shareholders of any Class entitled to notice of, or to vote at, any meeting of
shareholders of any Class or shareholders entitled to receive payment of any
dividend or the allotment of any rights to that Class or in order to make a
determination of shareholders of any Class for any other proper purpose. Such
date in any case shall be not more than ninety days, and in case of a meeting of
shareholders, not less


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than ten days, prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.

      SECTION 4. Stock Ledger. An original or duplicate stock ledger containing
the names and addresses of all shareholders and the number of Shares of each
Class held by each shareholder, shall be kept by the Secretary at the office of
the Corporation in The City of New York, or in Kansas City, Missouri, or at such
other office or agency of the Corporation in The City of New York and Kansas
City, as the Board of Directors may from time to time by resolution determine.

                                   ARTICLE VI
                               Checks, Notes, Etc.

      All checks and drafts on the Corporation's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers, or agent or agents, as shall be thereunto authorized from time to time
by the Board of Directors.

                                   ARTICLE VII
                                Books and Records

      The books of the Corporation other than the original or duplicate stock
ledger may be kept at such place or places in or out of the State of Maryland as
the Board of Directors may from time to time determine.

                                  ARTICLE VIII
                                      Seal

      The Board of Directors shall provide a suitable corporate seal, in such
form and bearing such inscriptions as it may determine.

                                   ARTICLE IX
                                   Fiscal Year

         The fiscal year of the Corporation shall begin on the first day of
AJanuary and shall end on the last day of December in each year, subject,
however, to change from time to time by the Board of Directors.

                                    ARTICLE X
                                    Custodian

      All securities and funds of the Corporation shall be held by one or more
custodians each of which shall be a bank or trust company having not less than
$2,500,000 aggregate capital, surplus and undivided profits, as shown by its
last published report, provided any such custodian can be found ready and
willing to act.


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      The terms of custody of such securities and funds shall include provisions
to the effect that the custodian shall deliver securities owned by the
Corporation only (a) upon sales of such securities for the account of the
Corporation and receipt by the custodian of payment therefore, (b) when such
securities are called, redeemed or retired or otherwise become payable, (c) in
exchange for or upon conversion into other securities alone or other securities
and cash whether pursuant to any plan or merger, consolidation, reorganization,
recapitalization or readjustment, or otherwise, (d) upon conversion of such
securities pursuant to their terms into other securities, (e) upon exercise of
subscription, purchase or other similar rights represented by such securities,
(f) for the purpose of exchanging interim receipt or temporary securities for
definitive securities, (g) for the purpose of redeeming in kind Shares of the
Corporation, (h) for loans of securities by the Corporation, or (i) for other
proper corporate purposes.

      Such terms of custody shall also include provisions to the effect that the
custodian shall deliver funds of the Corporation only (a) upon the purchase of
securities for the portfolio of the Corporation and the delivery of such
securities to the custodian, (b) for the repurchase or redemption of Shares of
the Corporation, (c) for the payment of dividends, taxes, management or
supervisory fees or operating expenses, (d) for payments in connection with the
conversion, exchange or surrender of securities owned by the Corporation, (e)
for payments in connection with the return of securities loaned by the
Corporation or the reduction of cash collateral, or (f) for other proper
corporate purposes.

      Upon the resignation or inability of any such custodian to serve, the
Corporation shall (a) use its best efforts to obtain a successor custodian, (b)
require the funds and securities of the Corporation held by the custodian to be
delivered to the successor custodian, and (c) in the event that no successor
custodian can be found, submit to the shareholders of the Corporation, before
permitting delivery of such funds and securities to anyone other than a
successor custodian, the question whether the Corporation shall be dissolved or
shall function without a custodian; provided, however, that nothing herein
contained shall prevent the termination of any agreement between the Corporation
and any such custodian with respect to any Class of the Corporation's Shares
(and with respect to the assets and liabilities belonging to such Class) by the
affirmative vote of the holders of a majority of the outstanding Shares of such
Class or Classes (voting as a single class) entitled to vote.

      Such terms of custody shall further provide that, pending appointment of a
successor custodian or a vote of the shareholders of the affected Class or
Classes to function without a custodian, a custodian shall not deliver funds and
other property of the Corporation to the Corporation, but may deliver them to a
bank or trust company of its own selection having not less than $2,500,000
aggregate capital, surplus, and undivided profits, as shown by its last
published report, as custodian for the Corporation to be held under terms
similar to those under which such funds and other property were held by the
retiring custodian.

      Subject to such rules, regulations and orders as the Securities and
Exchange Commission may adopt, the Corporation may authorize or direct a
custodian to deposit all or any part of the securities owned by the Corporation
in a system for the central handling of securities established


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by a national securities exchange or a national securities association
registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, or such other person as may be permitted by the
Commission, pursuant to which system all securities of any particular class or
series of any issuer deposited within the system are treated as fungible and may
be transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the custodian or duly authorized sub-custodian.

      The Corporation may also have such transfer agents and registrars of its
Shares as the Board of Directors shall from time to time determine. The Board of
Directors may employ and fix the powers, rights, duties, responsibilities,
privileges, immunities, and compensation of any such custodian, transfer agent,
or registrar, subject, however, to the foregoing provisions of this Article.

      As used herein, the term "receipt by the custodian of payment" shall
include the receipt of (a) a certified or official bank check, (b) an advice
that funds have been or will be credited to the account of the custodian at a
clearing agency registered under the Securities Exchange Act of 1934, or (c) a
bank wire from a correspondent bank of the custodian. As used herein, the term
"delivery of such securities to the custodian" shall include the receipt of (a)
securities in bearer form or in proper form for transfer, or (b) an advice that
securities have been credited to the account of the custodian at a clearing
agency registered under the Securities Exchange Act of 1934, or at the Federal
Reserve Bank of New York.

      The Corporation may make such other arrangements for the custody of its
assets (including deposit arrangements) as may be required by any applicable
law, rule or regulation.

                                   ARTICLE XI
                                   Amendments

      The Board of Directors is authorized and empowered to make, alter or
repeal the By-Laws of the Corporation, in any manner not inconsistent with the
laws of the State of Maryland or the Articles of Incorporation of the
Corporation.


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