SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

                               (Amendment No. 2)

Filed by the registrant |X|
Filed by a party other than the registrant |_|


Check the appropriate box:


|_|  Preliminary proxy statement           |_| Confidential, For Use of the Com-
                                             mission Only (as permitted by
                                             Rule 14a-6(e)(2))

|X|  Definitive proxy statement
|_|  Definitive additional materials
|_|  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12


                         CENTRAL SECURITIES CORPORATION
                                  P.O. Box 9011
                        Princeton, New Jersey 08543-9011
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

                                  Same as above
--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

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

   (3) Per unit price or other underlying value of transaction computed pursuant
       to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
       is calculated and state how it was determined):

   (4) Proposed maximum aggregate value of transaction:

   (5) Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registrations statement
    number, or the form or schedule and the date of its filing.

   (1) Amount previously paid:

   (2) Form, Schedule or Registration Statement no.:

   (3) Filing Party:

   (4) Date Filed:



<PAGE>

                         CENTRAL SECURITIES CORPORATION

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                  March 8, 2000

      NOTICE is hereby given that the Annual Meeting of  Stockholders of Central
Securities  Corporation  will be held at the  office  of the  Corporation,  1209
Orange Street, Wilmington,  Delaware on Wednesday, March 8, 2000 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 21, 2000
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

                                                   KAREN E. RILEY
                                                      Secretary
New York, New York
February 2, 2000


      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 2, 2000






                         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 2, 2000 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  8,  2000,  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  21,  2000.  On that date,  the  Corporation  had
outstanding 16,850,745 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,  1999
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>

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

Donald G. Calder* ................       68,468(3)

Jay R. Inglis* ...................        1,189

Christian A. Johnson
  Endeavor Foundation(4) .........    6,243,695                 37.1
1060 Park Avenue
New York, New York 10028

Dudley D. Johnson* ...............       39,192(5)

Wilmot H. Kidd* ..................    1,948,251(6)(7)           11.6
375 Park Avenue
New York, New York 10152

Mrs. Wilmot H. Kidd ..............    1,948,251(6)(7)           11.6
1060 Park Avenue
New York, New York 10028

C. Carter Walker, Jr.* ...........      513,851(7)(8)            3.1

All directors and officers
  as a group .....................    2,163,734(7)              12.8

----------
* 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  16,850,745  shares  of  Common  Stock
outstanding on December 31, 1999, Messrs.  Calder, Inglis and Johnson each owned
less than 1% of the outstanding Common Stock.

      (3) Includes  10,617 shares of Common Stock owned by Mr.  Calder's wife or
held for the benefit of their  children.  He disclaims  beneficial  ownership of
such shares. The shares set forth for Mr. Calder also include 46,083 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.  He  disclaims
beneficial ownership of such shares.

                                         (Footnotes continued on following page)


                                       2
<PAGE>

  (Footnotes continued from previous page)

      (6) An aggregate of 1,948,251  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  331,725  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;  740,126
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 765,038 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  85,437  shares of Common  Stock  held in trust for the
benefit of Mr. and Mrs.  Kidd's  children  as to which Mr. and Mrs.  Kidd had no
voting or investment power and as to which Mr. and Mrs. Kidd disclaim beneficial
ownership,  and 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 407,217  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 381,292  shares of Common Stock held in trusts
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
reports were required,  all Section 16(a) filing requirements  applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with.


                                       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>                                                         <C>
Donald G. Calder ..........  62      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)
</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>                                                         <C>
Jay R. Inglis ............   65      Executive Vice President, Holt Corporation                  1973
                                        (insurance holding company)

Dudley D. Johnson ........   60      President, Young & Franklin Inc. (private                   1984
                                        manufacturing company)

Wilmot H. Kidd* ..........   58      Investment and research-President, Central Securities       1972
                                        Corporation; Trustee, DLJ Withrop Opportunity
                                        Funds, DLJdirect Mutual Funds, and DLJ
                                        High Yield Bond Fund(investment companies)

C. Carter Walker, Jr. ....   65      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 1999.  The Board of
Directors has an Audit Committee,  consisting of Messrs. Calder, Inglis, Johnson
and  Walker,  but it 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 committee on which they served.

      The Audit Committee recommends to the Board of Directors the firm of
independent auditors who are to be engaged to audit the books of account and
other corporate records of the Corporation, reviews with the independent
auditors the scope of their examination with particular emphasis on the areas to
which either the Audit Committee or the independent auditors believe special
attention should be directed, reviews the recommendations of the independent
auditors regarding internal controls and other matters, and reports from time to
time to the Board of Directors with respect to the internal control and
accounting practices of the Corporation. The Audit Committee also reviews and
considers the nature and scope of audit and non-audit fees of the independent
auditors. The Audit Committee met three times in 1999.

                      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. Karen
E.  Riley,  Secretary.  Information  concerning  Mr.  Kidd is given  above under
"Election of Directors."  Mr.  Edgerton,  55, was elected Vice President in 1989
and has been Treasurer since 1985. Ms. Riley, 49, has been Secretary since 1986.
Executive officers serve as such until the election of their successors.


                                       5
<PAGE>

                                  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 1999 for services in all capacities:

                                                              Pension or
                                                               Retirement
                                                            Benefits Accrued
Name of Person,                           Aggregate           as Part of
   Position                             Compensation          Expenses(1)
   --------                             ------------          -----------
Donald G. Calder
  Director ..........................      $ 20,000

Jay R. Inglis
  Director ..........................        21,000

Dudley D. Johnson
  Director ..........................        18,500

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

Wilmot H. Kidd
  President and Director(2) .........       823,600             $24,000

Charles N. Edgerton
  Vice President and Treasurer ......       227,324(3)           24,000

Karen E. Riley
  Secretary .........................       146,730(3)           22,009

----------
      (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 $102,000 and $64,800 accrued in 1999 for Mr.
Edgerton and Ms. Riley, respectively, deferred until January, 2000.

      Each director who is not an officer is paid an annual retainer of $10,000,
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 $500 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.


                                       6
<PAGE>


      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.

                 BROKERAGE COMMISSIONS ON PORTFOLIO TRANSACTIONS

      During the year ended December 31, 1999, the Corporation  paid $253,672 in
brokerage commissions on portfolio  transactions to various brokerage firms. All
of the  commissions  paid in 1999  were  paid to  brokers  providing  investment
research and services. No commissions were paid to any affiliated broker.

                               PORTFOLIO TURNOVER

      The ratio of the lesser of the value of  purchases  or sales of  portfolio
securities to the monthly  average of the value of portfolio  securities (in all
cases, exclusive of United States government securities,  short-term securities,
and certificates of deposit) for the years 1997 through 1999 was as follows:

             1997                   1998                    1999
             ----                   ----                    ----
              11%                    6%                      12%

                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  2000.  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 25, 2000, 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  2000.  A
representative of KPMG LLP is not expected to be present at the Meeting.

      The Board of Directors recommends a vote FOR this selection.

                                  OTHER MATTERS

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

                           2001 STOCKHOLDER PROPOSALS

      Any  stockholder  proposals  for  inclusion  in  the  Corporation's  proxy
statement for the 2001 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 6, 2000.


                                       7
<PAGE>

      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  2001  Annual  Meeting  of  Stockholders  that are not
received by the Corporation prior to December 20, 2000.

                                  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, 1999 is enclosed.

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


<PAGE>
                                     PROXY

                         CENTRAL SECURITIES CORPORATION

             Proxy Solicited on Behalf of the Board of Directors of
                  the Company for Annual Meeting March 8, 2000

The undersigned hereby appoints MICHAEL J. BARBERA,  WILMOT H. KIDD and KAREN E.
RILEY, and each of them, as attorneys with power of  substitution,  to represent
the  undersigned at the annual  meeting of  stockholders  of Central  Securities
Corporation to be held at the office of the  Corporation,  1209 E Orange Street,
Wilmington,  Delaware  on  March 8,  2000,  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.

<TABLE>
<S><C>
---------------------------------------------------------------------------------------
PLEASE MARK, SIGN,DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
---------------------------------------------------------------------------------------
</TABLE>
                          (Continued on reverse side)


<PAGE>

                                                                      |
                                                                      | 1224
                                                                      |_____

[X] Please mark your
    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
1. ELECTION OF      [ ]       [ ]
   DIRECTORS
   (see reverse)


                              FOR     AGAINST  ABSTAIN
 2. APPROVAL OF KPMG LLP      [ ]       [ ]      [ ]
    independent auditors
    for 2000.


3. In their discretion, upon such as 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.


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


                                     2000
      -----------------------------------
      SIGNATURE(S)              DATE