CENTRAL SECURITIES CORPORATION

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                 March 14, 2001

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

            1. To elect a board of five directors;

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

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

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

                                              By order of the Board of Directors

                                                      MARLENE A. KRUMHOLZ
                                                           Secretary

New York, New York
February 6, 2001

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


<PAGE>

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

                                                                February 6, 2001

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

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

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

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

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

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


<PAGE>

<TABLE>
<CAPTION>
Name of Nominee to
the Board of Directors                                                Amount and
or Name and Address                                               Nature of Beneficial         Percent
of Beneficial Owner                                                   Ownership(1)           of Class(2)
----------------------                                            --------------------      ------------
<S>                                                                 <C>                         <C>
Donald G. Calder* ............................................         85,212(3)

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

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

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

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

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

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

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

</TABLE>

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

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

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

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

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

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

                                         (Footnotes continued on following page)


                                       2
<PAGE>

(Footnotes continued from previous page)

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

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

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

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

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

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


                                       3
<PAGE>

                                VOTING PROCEDURES

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

                        PROPOSAL 1. ELECTION OF DIRECTORS

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

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

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

<TABLE>
<CAPTION>
                                                  Principal Occupations                       Director of
                                                    (last five years)                         Corporation
                                                  and Position (if any)                       Continuously
      Nominee                Age                  with the Corporation                           Since
      -------                ---                  --------------------                        ------------
<S>                          <C>                                                                  <C>
Donald G. Calder ..........  63       President, G. L. Ohrstrom & Co., Inc. (private              1982
                                        investment firm) since January 1997, Vice
                                        President from 1996 to 1997, and Partner of its
                                        predecessor from 1970 to 1996; Director of
                                        Brown-Forman Corporation, Carlisle Companies
                                        Incorporated and Roper Industries, Inc.
                                        (manufacturing companies)

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

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


                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                  Principal Occupations                       Director of
                                                    (last five years)                         Corporation
                                                  and Position (if any)                       Continuously
      Nominee                Age                  with the Corporation                           Since
      -------                ---                  --------------------                        ------------
<S>                          <C>                                                                  <C>
Wilmot H. Kidd* ...........  59       Investment and research - President, Central                1972
                                        Securities Corporation; Trustee, DLJ Focus
                                        Funds, DLJ Opportunity Funds, DLJ Select
                                        Funds and DLJ High Yield Bond Fund
                                        (investment companies)

C. Carter Walker, Jr. .....  66       Private Investor                                             1974
</TABLE>

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

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

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

                          REPORT OF THE AUDIT COMMITTEE

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

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

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

Members of the Audit Committee:

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


                                       5
<PAGE>

                      EXECUTIVE OFFICERS OF THE CORPORATION

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

                                  COMPENSATION

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

<TABLE>
<CAPTION>
                                                                                             Pension or
                                                                                             Retirement
                                                                                           Benefits Accrued
Name of Person,                                                          Aggregate           as Part of
   Position                                                            Compensation          Expenses(1)
---------------                                                        ------------        ----------------
<S>                                                                       <C>                     <C>
Donald G. Calder
  Director ........................................................      $ 21,500

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

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

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

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

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

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

</TABLE>

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

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

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

      (4) Resigned effective December 31, 2000.


                                       6
<PAGE>

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

Profit Sharing Plan

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

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

                                   AUDIT FEES

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

                                 ALL OTHER FEES

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

                PROPOSAL 2. RATIFICATION OF INDEPENDENT AUDITORS

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

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

      The Board of Directors recommends a vote FOR this selection.


                                       7
<PAGE>

                                  OTHER MATTERS

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

                           2002 STOCKHOLDER PROPOSALS

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

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

                                  MISCELLANEOUS

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

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

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


                                       8
<PAGE>

                                                                       Exhibit A

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

AUTHORITY AND PURPOSE

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

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

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

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

MEMBERSHIP REQUIREMENTS

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

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

STRUCTURE

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

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


                                       A-1
<PAGE>

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

RESPONSIBILITIES

Independent Auditors

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

      In carrying out these responsibilities, the Audit Committee shall:

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

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

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

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

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

Financial Reporting

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

      In carrying out these responsibilities, the Audit Committee shall:

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

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


                                      A-2
<PAGE>

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

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

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

Other Duties

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

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

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

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


                                      A-3

<PAGE>

                         CENTRAL SECURITIES CORPORATION

             Proxy Solicited on Behalf of the Board of Directors of

                  the Company for Annual Meeting March 14, 2001

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

      Election of Directors:

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

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

                           (Continued on reverse side)

<PAGE>

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

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

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

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

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

________________________________________________________

                                                This Proxy Must Be Signed
                                             Exactly as Name Appears Hereon

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

                                      __________________________________________

                                      ______________________________________2001
                                        SIGNATURE(S)                 DATE