TRI CONTINENTAL CORP, DEF 14A, 1996-04-10

TRI CONTINENTAL CORP
DEF 14A, 1996-04-10

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SCHEDULE 14A INFORMATION

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

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 Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Tri-Continental Corporation
(Name of Registrant as Specified In Its Charter)

.............................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:
..............................................................
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 registration 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>

TRI-CONTINENTAL CORPORATION

100 Park Avenue, New York, New York 10017

New York City Telephone (212) 850-1864

Toll-Free Telephone (800) 221-2450--continental United States,
including New York State

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 1996

To the Stockholders:

The 66th Annual Meeting of Stockholders (the "Meeting") of Tri-Continental
Corporation, a Maryland corporation (the "Corporation"), will be held at the
Sheraton Palace Hotel, 2 New Montgomery Street, San Francisco, California 94105
on May 16, 1996 at 10:00 A.M., for the following purposes:

(1) To elect five Directors;

(2) To act on a proposal to ratify the selection of Deloitte & Touche LLP
as auditors of the Corporation for 1996; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof, including acting upon the three
stockholder proposals presented under the heading "Other Matters" in
the Proxy Statement accompanying this Notice, if those proposals are
brought before the Meeting;

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

The minute book of the Corporation will be available at the Meeting for
inspection by Stockholders.

The close of business on March 21, 1996 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof.

By order of the Board of Directors,
/s/Frank J. Nasta
Secretary

Dated: New York, New York, April 11, 1996
---------
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING YOUR PROXY PROMPTLY. A PROXY WILL NOT BE REQUIRED FOR ADMISSION
TO THE MEETING.

<PAGE>

April 11, 1996

TRI-CONTINENTAL CORPORATION

100 PARK AVENUE, NEW YORK, NEW YORK 10017

PROXY STATEMENT

FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 1996

This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Board of Directors of Tri-Continental Corporation
(the "Corporation") to be used at the 66th Annual Meeting of Stockholders (the
"Meeting") to be held in San Francisco, California on May 16, 1996.

If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, your
shares will be voted in accordance with your instructions. If you give no
instructions and return your signed Proxy, your shares will be voted for the
election of five Directors, in accordance with the recommendation of your Board
of Directors as to all other proposals, and, at the discretion of the Proxy
holders, on any other matter that may properly have come before the Meeting or
any adjournment. You may revoke your Proxy or change it by written notice to the
Corporation (Attention: the Secretary) or by notice at the Meeting at any time
prior to the time it is voted.

The close of business on March 21, 1996 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof. On that date, the Corporation had
outstanding 752,740 shares of $2.50 cumulative preferred stock (the "Preferred
Stock"), each share being entitled to two votes, and 89,196,537 shares of common
stock, par value $0.50 (the "Common Stock"), each share being entitled to one
vote. For all matters to be voted upon, an abstention or broker non-vote will
not be considered a vote cast.

The Corporation's investment advisor is J. & W. Seligman & Co. Incorporated
(the "Manager"). Subadvisory services are provided by Seligman Henderson Co. and
the Corporation's shareholder service agent is Seligman Data Corp. The address
of each of these entities is 100 Park Avenue, New York, NY 10017. The
Corporation will furnish, without charge, a copy of its most recent annual
report to any shareholder upon request to Seligman Data Corp. at 1-800-221-2450.

It is expected that the Notice of Annual Meeting, Proxy Statement and form
of Proxy will first be mailed to Stockholders on or about April 11, 1996.

2
<PAGE>

A. ELECTION OF DIRECTORS
------------------------
(Proposal 1)

There are thirteen Directors presently in office. The Board is currently
divided into three classes, and the members of each class hold office for a term
of three years unless elected in the interim. The term of one class expires in
each year.

At the Meeting this year, five Directors are to be elected. Messrs. John E.
Merow, James C. Pitney, James N. Whitson, Brian T. Zino and Ms. Betsy S. Michel,
each of whose term will expire at the 1996 Annual Meeting, have each been
recommended by the Director Nominating Committee of the Board of Directors of
the Corporation for election in the class whose term will expire in 1999. Mr.
Merow has been a Director since he was elected by Stockholders at the 1991
Annual Meeting. Mr. Pitney has been a Director since 1981 and was last elected
by Stockholders at the 1991 Annual Meeting. Messrs. Whitson and Zino have been
Directors since 1993 and were last elected by Stockholders at the 1993 Annual
Meeting. Ms. Michel has been a Director since 1985 and was last elected by
stockholders at the 1991 Annual Meeting.

Each nominee has agreed to serve if elected. There is no reason to believe
that any of the nominees will become unavailable for election as a Director of
the Corporation, but if that should occur before the Meeting, Proxies will be
voted for the persons the Board of Directors recommends.

The background of Messrs. Merow, Pitney, Whitson, Zino and Ms. Michel and
information regarding the other Directors of the Corporation appears below.

3
<PAGE>
<TABLE>
<CAPTION>

PRINCIPAL OCCUPATION AND OTHER INFORMATION

<S> <C> <C> <C>
John E. Merow* 1999 PARTNER, SULLIVAN & CROMWELL, LAW 11,444 Common Shares
1991 to Date FIRM, NEW YORK, NY. Mr. Merow is a
(66) Director or Trustee of each of the
Seligman Group investment
companies,+ Municipal Art Society of
New York, Commonwealth Aluminum
[photo] Corporation, U.S. Council for
International Business and U.S.-New
Zealand Council; Member of the
American Law Institute and the
Council on Foreign Relations;
Chairman of the American Australian
Association; and Member of the Board
of Governors of Foreign Policy
Association and New York Hospital.

Betsy S. Michel 1999 ATTORNEY, GLADSTONE, NJ. Ms. Michel 32,987 Common Shares
1985 to Date is a Director or Trustee of each of
(53) the Seligman Group investment compan-
ies+ and Chairman of the Board of
Trustees of St. George's School
[photo] (Newport, RI); formerly, Director of
The National Association of
Independent Schools (Washington,
D.C.).

4
<PAGE>

PRINCIPAL OCCUPATION AND OTHER INFORMATION

James C. Pitney 1999 PARTNER, PITNEY, HARDIN, KIPP & 18,846 Common Shares
1981 to Date SZUCH, LAW FIRM, MORRISTOWN, NJ. Mr.
(69) Pitney is a Director or Trustee of
each of the Seligman Group
[photo] investment companies+ and Public
Service Enterprise Group.

James N. Whitson 1999 EXECUTIVE VICE PRESIDENT AND CHIEF 3,349 Common Shares
1993 to Date OPERATING OFFICER AND DIRECTOR,
(61) SAMMONS ENTERPRISES, INC., DALLAS, TX.
Mr. Whitson is a Director or Trustee
[photo] of each of the Seligman Group
investment companies+, Red Man Pipe
and Supply Company and C-SPAN.

5
<PAGE>

PRINCIPAL OCCUPATION AND OTHER INFORMATION

THE NOMINEES DESIGNATED BY ASTERISK
(*) ARE "INTERESTED PERSONS" OF THE SECURITIES
EXPIRATION CORPORATION (AS THAT TERM IS DEFINED BENEFICIALLY
OF TERM IN THE INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED IF ELECTED AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
AS DIRECTOR AND (AGE) AS A DIRECTOR STATED ASSOCIATIONS. MARCH 8, 1996
- ----------------------- -------------- ---------------------------------------------- --------------------
Brian T. Zino* 1999 DIRECTOR AND MANAGING DIRECTOR, J.&W. 14,956 Common Shares
1993 to Date SELIGMAN & CO. INCORPORATED, NEW
(43) YORK, NY. Mr. Zino is a Director or
Trustee and President of each of the
Seligman Group investment companies
[photo] with the exception of Seligman
Quality Municipal Fund and Seligman
Select Municipal Fund for which he
serves solely as Director;+
Chairman, Seligman Data Corp.;
Director of Seligman Financial
Services, Inc. and Seligman
Services, Inc.; and Senior Vice
President of Seligman Henderson Co.;
formerly, Director and Secretary of
Chuo Trust--JWS Advisors, Inc.; and
Director of J. & W. Seligman Trust
Company and Seligman Securities,
Inc.

OTHER DIRECTORS

The other Directors of the Corporation whose terms will not expire in
1996 are:
PRINCIPAL OCCUPATION AND OTHER INFORMATION

THE NOMINEES DESIGNATED BY ASTERISK
(*) ARE "INTERESTED PERSONS" OF THE SECURITIES
CORPORATION (AS THAT TERM IS DEFINED BENEFICIALLY
EXPIRATION OF IN THE INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED PRESENT TERM AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
AS DIRECTOR AND (AGE) AS A DIRECTOR STATED ASSOCIATIONS. MARCH 8, 1996
- ----------------------- -------------- ---------------------------------------------- -----------------
Fred E. Brown* 1997 DIRECTOR OR TRUSTEE, VARIOUS ORGANI- 60,148 Common Shares
1959 to Date ZATIONS, NEW YORK, NY. Mr. Brown is
(82) a Director or Trustee of each of the
Seligman Group investment
companies;+ Director of, and
Consultant to, J. & W. Seligman &
[photo] Co. Incorporated; Director of
Seligman Financial Services, Inc.
and Seligman Services, Inc.; Trustee
of Lake Placid Education Foundation,
Lake Placid Center for the Arts and
Trudeau Institute, Inc.; formerly,
Director of J. & W. Seligman Trust
Company and Seligman Securities, Inc.

6
<PAGE>

PRINCIPAL OCCUPATION AND OTHER INFORMATION

THE NOMINEES DESIGNATED BY ASTERISK
(*) ARE "INTERESTED PERSONS" OF THE SECURITIES
CORPORATION (AS THAT TERM IS DEFINED BENEFICIALLY
EXPIRATION OF IN THE INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED PRESENT TERM AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
AS DIRECTOR AND (AGE) AS A DIRECTOR STATED ASSOCIATIONS. MARCH 8, 1996
- ----------------------- -------------- ---------------------------------------------- -----------------
John R. Galvin 1997 DEAN OF THE FLETCHER SCHOOL OF LAW 492 Common Shares
1995 to Date AND DIPLOMACY AT TUFTS UNIVERSITY,
(66) MEDFORD, MA. General Galvin is Direc-
tor or Trustee of each of the
Seligman Group Investment
Companies;+ Chairman of the American
[photo] Council on Germany; a Governor of
the Center for Creative Leadership;
Director of USLIFE; Committee on
U.S.-China Relations, National
Defense University and the Institute
for Defense Analysis and Raytheon
Co. (electronics). Formerly,
Ambassador, U.S. State Department,
Distinguished Policy Analyst at Ohio
State University and Olin
Distinguished Professor of National
Security Studies at the United
States Military Academy. From June,
1987 to June, 1992, General Galvin
was the Supreme Allied Commander,
Europe and the Commander-in-Chief,
United States European Command.

Alice S. Ilchman 1998 PRESIDENT, SARAH LAWRENCE COLLEGE, 3,805 Common Shares
1990 to Date BRONXVILLE, NY. Dr. Ilchman is a
(60) Director or Trustee of each of the
Seligman Group investment
companies,+ Chairman of The
Rockefeller Foundation; Director of
[photo] NYNEX (formerly, New York Telephone
Company) and The Committee for
Economic Development; formerly,
Trustee of The Markle Foundation and
Director of International Research &
Exchange Board.

7
<PAGE>

PRINCIPAL OCCUPATION AND OTHER INFORMATION

THE NOMINEES DESIGNATED BY ASTERISK
(*) ARE "INTERESTED PERSONS" OF THE SECURITIES
CORPORATION (AS THAT TERM IS DEFINED BENEFICIALLY
EXPIRATION OF IN THE INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED PRESENT TERM AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
AS DIRECTOR AND (AGE) AS A DIRECTOR STATED ASSOCIATIONS. MARCH 8, 1996
- ----------------------- ------------- ---------------------------------------------- -----------------
Fank A. McPherson 1998 CHAIRMAN OF THE BOARD AND CHIEF 544 Common Shares
1995 to Date EXECUTIVE OFFICER, KERR-MCGEE
(62) CORPORATION, OKLAHOMA CITY, OK.
Mr. McPherson is a Director or
Trustee of each of the Seligman
Group investment companies;+
[photo] Director of Kimberly-Clark
Corporation, Bank of Oklahoma
Holding Company, American Petroleum
Institute, Oklahoma City Chamber of
Commerce, Baptist Medical Center,
Oklahoma Chapter of the Nature
Conservancy, Oklahoma Medical
Research Foundation and United Way
Advisory Board; Chairman of Oklahoma
City Public Schools Foundation; and
Member of The Business Roundtable
and National Petroleum Council.

William C. Morris* 1997 CHAIRMAN AND PRESIDENT OF J. & W. 43,742 Common Shares
1988 to Date SELIGMAN & CO. INCORPORATED, NEW
(57) YORK, NY. Mr. Morris is Chairman and
Chief Executive Officer of each of
the Seligman Group investment
[photo] companies;+ Chairman of Seligman
Financial Services, Inc., Seligman
Services, Inc. and Carbo Ceramics
Inc.; Member of the Board of
Governors of the Investment Company
Institute; Director of Kerr-McGee
Corporation and Seligman Data Corp.;
and formerly, Chairman of Seligman
Securities, Inc. and J. & W.
Seligman Trust Company.

8
<PAGE>

PRINCIPAL OCCUPATION AND OTHER INFORMATION

THE NOMINEES DESIGNATED BY ASTERISK
(*) ARE "INTERESTED PERSONS" OF THE SECURITIES
CORPORATION (AS THAT TERM IS DEFINED BENEFICIALLY
EXPIRATION OF IN THE INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED PRESENT TERM AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
AS DIRECTOR AND (AGE) AS A DIRECTOR STATED ASSOCIATIONS. MARCH 8, 1996
- ----------------------- ------------- ---------------------------------------------- -----------------
James Q. Riordan 1997 DIRECTOR, VARIOUS CORPORATIONS, 114,649 Common Shares
1989 to Date STUART,FL. Mr. Riordan is a Director
(68) or Trustee of each of the Seligman
Group investment companies,+ The
Brooklyn (photo) Museum, The
Brooklyn Union Gas Company, The
[photo] Committee for Economic Development,
Dow Jones & Co., Inc. and Public
Broadcasting Service; formerly,
Co-Chairman of the Policy Council of
The Tax Foundation; Director and
President of Bekaert Corporation;
and Director of Tesoro Petroleum
Companies, Inc.

Ronald T. Schroeder* 1997 DIRECTOR, MANAGING DIRECTOR AND CHIEF 4,711 Common Shares
1984 to 1988 INVESTMENT OFFICER, INSTITUTIONAL OF
1991 to Date J. & W. SELIGMAN & CO. INCORPORATED,
(48) NEW YORK, NY. Mr. Schroeder is a
Director or Trustee of each of the
Seligman Group investment
companies;+ and Director of Seligman
[photo] Financial Services, Inc., Seligman
Services, Inc. and Seligman
Henderson Co.; formerly, President
of each of the Seligman Group
investment Companies with the
exception of Seligman Quality
Municipal Fund, Inc. and Seligman
Select Municipal Fund, Inc., and
Director of J. & W. Seligman Trust
Company, Seligman Data Corp. and
Seligman Securities, Inc.

9
<PAGE>

PRINCIPAL OCCUPATION AND OTHER INFORMATION

</TABLE>

+ The Seligman Group of investment companies consists of the Corporation,
Seligman Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman
Common Stock Fund, Inc., Seligman Communications and Information Fund, Inc.,
Seligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman Henderson
Global Fund Series, Inc., Seligman High Income Fund Series, Seligman Income
Fund, Inc., Seligman New Jersey Tax-Exempt Fund, Inc., Seligman Pennsylvania
Tax-Exempt Fund Series, Seligman Portfolios, Inc., Seligman Quality Municipal
Fund, Inc., Seligman Select Municipal Fund, Inc., Seligman Tax-Exempt Fund
Series, Inc. and Seligman Tax-Exempt Series Trust.

10
<PAGE>

Unless otherwise indicated, Directors have sole voting and investment power
with respect to shares shown. At March 8, 1996, all Directors and Officers of
the Corporation as a group owned beneficially 310,916 shares or 0.35% of the
Corporation's Common Stock.

Mrs. Michel disclaims beneficial ownership of 32,029 shares in three trusts over
which she serves as co-trustee. Mr. Morris disclaims beneficial ownership of
19,165 shares in three trusts for his children. Mr. Zino disclaims beneficial
ownership of 645 shares registered in his wife's name.

The Board of Directors met six times during 1995. The standing committees
of the Board include the Board Operations Committee, Audit Committee and
Director Nominating Committee. These Committees are comprised solely of
Directors who are not "interested persons" of the Corporation as that term is
defined in the Investment Company Act of 1940, as amended (the "1940 Act"). The
duties of these Committees are described below.

BOARD OPERATIONS COMMITTEE. This Committee has authority generally to
direct the operations of the Board, including the nomination of members of other
Board Committees, and the selection of legal counsel for the Corporation. The
Committee met four times in 1995. This Committee comprises all Directors who are
not "interested persons" of the Corporation.

AUDIT COMMITTEE. This Committee recommends the independent public
accountants for selection as auditors by the Board and stockholder approval
annually. In addition, it reviews, with the auditors and such other persons as
it determines, (a) the scope of audit, (b) accounting and financial internal
controls, (c) quality and adequacy of the accounting staff and (d) reports of
the auditors. The Committee comments to the Board when warranted and at least
annually. It is directly available to the auditors and officers of the
Corporation for consultation on audit, accounting and related financial matters.
The Committee met twice in 1995. Members of this Committee are Messrs. Whitson
(Chairman), Galvin and McPherson and Ms. Michel.

DIRECTOR NOMINATING COMMITTEE. This Committee recommends to the Board
persons to be nominated for election as Directors by you and the other
Stockholders and selects and proposes nominees for election by the Board between
Annual Meetings. The Committee will consider suggestions from Stockholders
submitted in writing to the Secretary of the Corporation. The Committee met
twice in 1995. Members of this Committee are Messrs. Pitney (Chairman), Riordan
and Shafer and Dr. Ilchman.

11
<PAGE>

EXECUTIVE OFFICERS OF THE CORPORATION

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

POSITION WITH CORPORATION AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
Charles C. Smith, Jr. 39 VICE PRESIDENT AND PORTFOLIO MANAGER OF THE
CORPORATION since December 1994. Mr. Smith
is also Vice President and Portfolio Manager
of Seligman Common Stock Fund, Inc. and
Seligman Income Fund, Inc.; Vice President
of Seligman Portfolios, Inc. and Portfolio
Manager of its Seligman Common Stock
Portfolio and Seligman Income Portfolio; and
a Managing Director of the Manager
(formerly, Senior Vice President and Senior
Investment Officer).

Lawrence P. Vogel 39 VICE PRESIDENT (FORMERLY, TREASURER) OF THE
CORPORATION since January 1992. Mr. Vogel is
also Vice President of the other Seligman
Group investment companies; Senior Vice
President, Finance of the Manager, Seligman
Financial Services, Inc. and Seligman Data
Corp. (formerly, Treasurer); Treasurer,
Seligman Henderson Co.; formerly, Senior
Vice President, Finance of Seligman
Securities, Inc. and Senior Vice President,
J. & W. Seligman Trust Company.

Frank J. Nasta 31 SECRETARY OF THE CORPORATION since
March 1994. Mr. Nasta is also Secretary of
the Manager, the other Seligman Group
investment companies, Seligman Data Corp.,
Seligman Financial Services, Inc., Seligman
Services, Inc. and Seligman Henderson Co.;
Senior Vice President, Law and Regulation of
the Manager; formerly, Secretary of J. & W.
Seligman Trust Company and attorney at the
law firm of Seward & Kissel.

Thomas G. Rose 38 TREASURER OF THE CORPORATION since
November 1992. Mr. Rose is also Treasurer of
the other Seligman Group investment
companies and Seligman Data Corp.; formerly,
Treasurer, American Investors Advisors, Inc.

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

12
<PAGE>

REMUNERATION OF DIRECTORS AND OFFICERS

Directors of the Corporation who are not employees of the Manager or its
affiliates each receive from the Corporation fees of $16,000 per year. In
addition, such Directors are paid up to $400 for each day on which they attend
Board and/or Committee meetings and are reimbursed for the expenses of attending
meetings. Total Directors' fees paid by the Corporation for the year ended
December 31, 1995 were as follows:

NUMBER OF DIRECTORS CAPACITY IN WHICH REMUNERATION AGGREGATE DIRECT
IN GROUP WAS RECEIVED REMUNERATION
- ------------------ ----------------------------- ---------------
11 Directors and Members of Committees $168,400.00

Director's attendance, retainer and/or committee fees paid to each Director
during 1995 were as follows:

AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS FROM CORPORATION AND
NAME FROM FUND PART OF CORPORATION EXPENSES FUND COMPLEX**
- ------------------------- ------------ ---------------------------- --------------------

<S> <C> <C> <C>
John R. Galvin $11,534.07 -0- $41,252.75
Alice S. Ilchman 19,200.00 -0- 68,000.00
Frank A. McPherson 11,534.07 -0- 41,252.75
John E. Merow 18,400.00+ -0- 66,000.00
Betsy S. Michel 18,000.00 -0- 67,000.00
Douglas R. Nichols, Jr.* 6,865.93 -0- 24,747.75
James C. Pitney 19,200.00+ -0- 68,000.00
James Q. Riordan 19,200.00 -0- 70,000.00
Herman J. Schmidt* 6,865.93 -0- 24,747.75
Robert L. Shafer 19,200.00 -0- 70,000.00
James N. Whitson 18,400.00+ -0- 68,000.00
--------------
$168,400.00
==============
</TABLE>

- ---------------
* Messrs. Nichols and Schmidt retired on May 18, 1995.
** There are 16 other investment companies in the Seligman Group.
+ Mr. Merow has elected to defer receiving his fees from the Corporation.
From 1991 to December 31, 1995, Mr. Merow has deferred $96,695.00,
including interest earned. Mr. Pitney, who had deferred receiving his fees
from the Corporation from 1983 up to 1993, has a balance of $238,571.00 in
his deferred plan, including interest earned. Mr. Whitson has also elected
to defer receiving his fees from the Corporation. From 1993 to December 31,
1995, Mr. Whitson has deferred $52,153.00, including interest earned.

13
<PAGE>

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

The affirmative vote of a plurality of the votes cast at the meeting is
required to approve the election of the proposed Directors.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR THE ELECTION OF THE FOREGOING
NOMINEES TO SERVE AS DIRECTORS OF THE CORPORATION.

B. RATIFICATION OF SELECTION OF AUDITORS
----------------------------------------
(Proposal 2)

In accordance with the requirements of the 1940 Act, the Board of Directors
is required to select independent public accountants as auditors of the
Corporation for 1996, subject to ratification or rejection by Stockholders.

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

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

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
APPROVAL OF THIS PROPOSAL.

C. OTHER MATTERS
----------------
Stockholder Proposal No. 1
(Proposal 3)

Mrs. Eleanor Lipson, 3040 Foxcroft Road, Ann Arbor, Michigan 48104 is the
registered owner of 20,690 shares of the Corporation's Common Stock and has
notified the Corporation that she intends to introduce the following proposal at
the meeting:

RESOLVED, that the shareholders recommend that the board of directors take
the steps necessary to provide for cumulative voting in future board of
directors elections. This means that each shareholder would be entitled to the
number of votes equal to the number of shares held, multiplied by the number of

14
<PAGE>

directors to be elected. The effect would be that the shareholder could cast all
of such votes for a single candidate, or for any two or more candidates.

Mrs. Lipson has submitted the following statement in support of her
proposal:

Under Tri-Continental's present procedure for elections to the board,
shares must be voted separately for each director vacancy to be filled. This
does not allow a shareholder to CONCENTRATE VOTES for a preferred candidate or
candidates.

In past board elections only those nominated by the board nominating
committee have stood for election as director. However, in future elections,
candidates who are not supported by the board or management may run for
director. Cumulative voting would enable shareholders to CONCENTRATE THEIR VOTES
for non-management-approved candidates, which could allow NEW OR INDEPENDENT
VIEWS TO BE REPRESENTED on the board.

Many companies allow cumulative voting in elections for director. This can
allow shareholders who do not constitute a majority of the shares to be
represented on the board. I believe that such a REFORM at Tri-Continental would
be A STEP TOWARD DEMOCRACY in the governance of our company, and might also
place new directors on the board who could MAKE MANAGEMENT MORE ACCOUNTABLE to
the shareholders.

As a long-term shareholder, with a significant portion of my investments in
Tri-Continental, I ask that you CONSIDER SUPPORTING THIS PROPOSAL.

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

Your Board of Directors believes that the adoption of this proposal
regarding cumulative voting would not be in the best interests of the
Corporation or its stockholders.

The present system of voting for directors provides the best assurance that
the decisions of the directors will be in the interests of all stockholders, and
that each director will be elected by a majority of the Stockholders and will
not owe any allegiance toward a particular group of minority shareholders.

Cumulative voting might make it possible for a special interest group to
elect one or more directors whose loyalty might be directed more to the narrow
interests of a particular group of Stockholders rather than to the interests of
all Stockholders. It introduces the possibility of partisanship among your
Corporation's Board of Directors and could impair the Board's ability to work
effectively as a cohesive unit. The present voting system, long utilized by the

15
<PAGE>

Corporation and by many leading corporations, prevents the "stacking" of votes
behind a single nominee for director and thereby promotes the election of each
director on the basis of representing the interests of the Corporation and the
Stockholders as a whole.

Furthermore, each of your directors is subject to a legal obligation, or
fiduciary duty, under Maryland law to uphold the best interests of all
stockholders, including minority stockholders. Instead of representing a step
toward corporate democracy, as the proponent suggests, cumulative voting could
contribute to an increased partisanship or politicization of the Corporation's
board of directors.

The proponent states that cumulative voting could result in the
representation of independent views on your Board of Directors. Independent
views are already well represented because the Board of Directors includes eight
directors who are not "interested persons" of the Corporation (as that term is
defined in the Investment Company Act of 1940). The implementation of cumulative
voting would not necessarily result in the representation of additional
independent views on the board. It might, however, reduce the board's continuity
and ability to act efficiently. For these reasons, your Board of Directors
recommends that you vote against this stockholder proposal.

This proposal will not be adopted unless the votes cast in favor of such
proposal exceed the votes cast against it. Abstentions and broker non-votes will
not be counted as either for or against the proposal. If not otherwise
specified, Proxies will be voted AGAINST approval of the proposal. The adoption
of the proposal would not in itself result in any action, but would simply
amount to a request for action by the Board. In order to implement the proposal,
the Board would need to approve an amendment to the Corporation's charter
providing for cumulative voting, and the amendment would then have to be
submitted to stockholders for approval. Approval of a charter amendment to
permit cumulative voting would require the affirmative vote of a majority of all
outstanding shares of stock of the Corporation.

Your Directors believe that your vote AGAINST this proposal will be in the
best interests of the Corporation and all its Stockholders.

Stockholder Proposal No. 2
(Proposal 4)

Mr. Nathan Lipson, 3040 Foxcroft Road, Ann Arbor, Michigan 48104 is the
registered owner of 26,269 shares of the Corporation's Common Stock and has
notified the Corporation that he intends to introduce the following proposal at
the meeting:

16
<PAGE>

RESOLVED, that the shareholders recommend that the board of directors take
the steps necessary to provide that in future board of directors elections,
except for officers and employees of J. & W. Seligman & Co. and Tri-Continental
Corporation (the "inside directors" or "interested persons"), no person who is a
member of a board of directors of a corporation managed by J. & W. Seligman &
Co., shall qualify to serve on the board of directors of Tri-Continental
Corporation.

Mr. Lipson has submitted the following statement in support of his
proposal:

The directors of Tri-Continental Corporation serve on ALL boards of
directors of the mutual funds managed by J. & W. Seligman & Co., i.e., ON A
TOTAL OF 17 SELIGMAN BOARDS! Since the other Seligman-run funds have different
policies and objectives than Tri-Continental Corporation, it is inappropriate
for those on the other Seligman boards to serve on our board.

The identical-board device concentrates control of all Seligman-managed
funds in the hands of a single group of directors. This could have the effect of
our board giving more weight to the views of the manager and other fund
considerations than to the needs of the Tri-Continental shareholders. Changes
are needed to make it possible for the average Tri-Continental shareholder to
participate in the governance of our corporation and to avoid possible conflicts
of interest on the board.

Some of the outside directors, particularly those recently elected, do not
have as great an investment or as long association with our corporation as that
of the undersigned. Last year management opposed this proposal on the basis that
it would "result in the loss of expertise, talent and experience," and reduce
"the pool of well-qualified directors." I believe that the contrary is true. I
believe that THERE ARE MANY QUALIFIED DIRECTOR CANDIDATES OUTSIDE OF THOSE WHO
RUN THE SELIGMAN FUNDS, and, indeed, among the many Tri-Continental
shareholders.

Despite management's promises to improve the fund's performance,
TRI-CONTINENTAL'S TOTAL RETURN CONTINUES TO LAG BEHIND THE STANDARDS & POOR'S
500 COMPOSITE STOCK INDEX, and below the performance of many open-end mutual
funds. For example, the Vanguard Index 500 fund, which tracks the S&P 500, has
for years outperformed Tri-Continental at a far lower annual expense ratio. Such
factors might cause an independent board to direct management to improve its
performance, or to consider CHANGING TRI-CONTINENTAL INTO AN INDEX FUND. The
result could be a HIGHER MARKET PRICE FOR OUR SHARES.

I believe that the fund's performance helps explain the PERSISTENT DISCOUNT
FROM NET ASSET VALUE IN THE MARKET PRICE OF OUR SHARES, and the POOR RATING OF
TRI-CONTINENTAL BY MUTUAL FUND RATING ANALYSTS. (Indeed, during much of 1995,
THE DISCOUNT HAS GROWN WIDER.)

17
<PAGE>

In 1995 OVER 9 MILLION SHARES WERE VOTED FOR THIS PROPOSAL. While some 41
million shares were voted against the proposal, these were only about 46% of the
outstanding shares. Since less than a majority of the shares were voted in
opposition last year, I believe that THERE IS POTENTIAL FOR MAJORITY SUPPORT FOR
THIS REFORM IN 1996.

I believe that MANAGEMENT ACCOUNTABILITY might be better accomplished by a
board that includes MORE DISINTERESTED AND DEDICATED OUTSIDE DIRECTORS. This
would be a step toward democracy in the governance of our corporation. As a
long-term shareholder with a significant part of my investments in
Tri-Continental, I URGE YOUR SUPPORT FOR THIS PROPOSAL.

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

Your Board of Directors is very concerned about imposing additional
qualification requirements on potential Directors. Such limits would have the
effect of reducing the pool of well-qualified candidates from which you choose
your Directors. If the proposal is implemented, it would immediately result in
nine of the Corporation's current Directors becoming disqualified to stand in
future elections unless they resigned their directorships and trusteeships in
the other investment companies managed by Seligman. Losing these valuable
Directors, who have collectively served Tri-Continental in excess of 50 years,
would result in the loss of a depth of expertise, talent and experience.
Maintaining such expertise, talent, experience and continuity is a tremendous
asset and is in the best interests of the Corporation.

Stockholders have recently considered and rejected this proposal. It was
submitted to stockholders at the 1995 annual meeting at the request of the same
proponent, and 83% of the votes cast were cast against the proposal. Your Board
of Directors believes that the reasons for rejecting the proposal in 1995 remain
valid today.

Many corporations, including Tri-Continental, have found it beneficial to
have Directors who are also Directors of other companies. This is particularly
true among groups of investment funds, many of which have long recognized that
common boards provide numerous benefits, including cost savings and other
efficiencies, to each fund in their group individually. Directors on common
boards have the important benefit of a much broader knowledge of the investment
company business, and the group's investment adviser, than a director on only
one fund. In addition, similar issues often confront the boards of various
investment companies in a complex of funds.

The Corporation has learned that directors serving on the boards of other
funds bring experience, insight and understanding to issues involving the
Corporation, which is in the best interests of Stockholders. Your Directors

18
<PAGE>

believe that this unique experience and insight would be unavailable to the
Corporation if this proposal were adopted. Moreover, the compensation of the
Corporation's Directors is set having regard to the fact that they serve on the
boards of other Seligman managed funds, and if they were not Directors of such
other Seligman managed funds the Corporation would find it necessary to increase
Director remuneration, increasing the expenses of the Corporation.

There is no requirement that Directors of the Corporation serve as
directors of other Seligman funds, and every Director is fully accountable to
the Stockholders whether or not he serves on the Board of another company. Each
year a portion of the Board must stand before the Stockholders for election.
Under the present system, Stockholders have the ability to elect the Directors
of their choice. Adoption of the artificial qualifications required under this
proposal would severely limit that choice.

The investment objective and policies of the Corporation are fully
understood by your Directors. Their service as Directors of other investment
funds does not affect their commitment to the Corporation meeting such
objective. In fact, your Directors believe that the insight gained from serving
as Directors for investment funds with differing investment objectives helps
provide a perspective that would otherwise be unavailable.

Your Directors believe that your vote AGAINST this proposal will be in the
best interests of the Corporation and its Stockholders.

Stockholder Proposal No. 3
(Proposal 5)

Mr. Jack N. Bonne, Horseshoe Hill Road, Pound Ridge, New York 10576 is the
registered owner of 849 shares of the Corporation's Common Stock and represents
an additional family interest of 8,479 shares. He has notified the Corporation
that he intends to introduce the following proposal at the meeting:

RESOLVED, that the stockholders of Tri-Continental Corporation, Inc.,
assembled in annual meeting in person and by proxy, hereby request that the
Board of Directors take the steps necessary to amend the Articles of

19
<PAGE>

Incorporation, by-laws or comply with other legal requirements to convert the
fund from closed-end status to an open-end mutual fund.

Mr. Bonne has submitted the following statement in support of his proposal:

Shareholders should vote in favor of this proposal to provide them with the
opportunity TO ELIMINATE THE LARGE MARKET DISCOUNT, 19.1% AS OF OCTOBER 27,
1995, FROM THE ACTUAL UNDERLYING NET ASSET VALUE OF THEIR SHARES and maximize
the real return on their investment. On October 27 the market price of the
Tri-Continental common stock was $22.75 versus the actual net asset value of
$28.11 per share.

In 1995, Tri-Continental shares traded at an average discount from their
net asset value in excess of 16.5%. CONVERSION OF THE FUND SHARES FROM
CLOSED-END TO OPEN-END WOULD ELIMINATE THIS DISCOUNT.

For the twelve months ending October 27, 1995, the market price of
Tri-Continental shares increased by only 14.5% as compared to a 26.9% increase
in the Standard & Poor's 500 Index. As a result, shareholders lost the
opportunity to increase the value of their investment by 11.7% if they had
invested their investment in Tri-Continental in a S&P 500 Index Fund.

Strong support along the lines we suggest was shown at the last annual
meeting when, despite strong opposition from management, over 12% of the
shareholder votes were cast in favor of this proposal last year.

Last year your directors stated they are concerned over the discount yet
they failed to indicate what steps they have taken to reduce or eliminate the
discount. On the other hand, management of other closed-end mutual funds have
taken decisive action to eliminate their discount by open-ending their funds
including Paine Webbers Mitchell Hutchin's Global Income Fund, Alliance MMF,
Jundt Growth Fund. Recently, Prudential Securities announced they are
open-ending their Global Total Return Fund and Global Government Funds.

Individual investors today prefer to invest in open-ended mutual funds,
hence Tri-Continental is at a significant competitive disadvantage in the mutual
fund marketplace.

Conversion of Tri-Continental to an open-end mutual fund would permit
shareholders to monitor the actual investment performance of their fund versus
being currently required to measure both market performance and portfolio
performance which makes it difficult for shareholders to compare performance of
their fund to others.

If you agree that to best enhance the value of your shares that your
Directors take the steps necessary to convert Tri-Continental Corporation fund

20
<PAGE>

from a closed-end mutual fund to an open-end mutual fund, then please mark your
proxy FOR; PLEASE NOTE YOUR VOTE IS IMPORTANT AS MANAGEMENT HAS INDICATED
PROXIES NOT MARKED WILL BE VOTED AGAINST THIS RESOLUTION.

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

Tri-Continental was organized in 1929 and has operated successfully as a
closed-end investment company for more than sixty-five years. The stockholders
of the Corporation have overwhelmingly rejected similar proposals on five prior
occasions, most recently in 1995. Your Directors continue to believe that the
proposal to convert the Corporation into an open-end (mutual) fund is not in the
best interests of stockholders. The stockholders of other closed-end investment
companies have considered and, in many cases, rejected, similar proposals to
convert to open-end status. The effect of such a change might be to provide some
stockholders with a quick, one-time profit, but it would be at the expense of
other stockholders who have invested for the longer term.

A principal reason offered in support of proposals to convert closed-end
funds to open-end status is the elimination of the discount from net asset value
at which the stocks of most closed-end investment companies (including
Tri-Continental) have traded in the market in recent years. While the discount
would be eliminated by conversion, this one-time gain could seriously jeopardize
the continuing viability of your Corporation. Moreover, long-term stockholders
would find that their money was invested in an entity with many characteristics
different from--and possibly less attractive than--the one in which they had
purchased shares.

Closed-end investment companies have a fixed amount of capital. As a
result, portfolio managers are not burdened by non-investment considerations
such as continuous sales or redemptions of shares, and virtually all of a
closed-end fund's net assets may be invested in securities. In contrast,
open-end funds must seek to maintain cash reserves to provide for stockholder
redemptions in amounts that cannot be anticipated and often occur at inopportune
times. Purchases and redemptions of mutual fund shares can be affected by
investor psychology and sentiment as well as market and economic factors and can
be extremely volatile and unpredictable.

It has been the experience of other closed-end funds that conversion to
open-end status results in significant redemptions in the short term. Prudential
Strategic Income Fund and Prudential Global Income Fund, Inc. experienced such
large redemptions after converting to open-end status that the funds agreed to
merge in 1992. Prudential Strategic Income Fund lost approximately 52% of its
assets to redemptions within 18 months of conversion to open-end status and
Prudential Global Income Fund, Inc. experienced redemptions equivalent to

21
<PAGE>

approximately 37% of its assets in the first six months after conversion to
open-end status. More recently, during the first two months following the
mergers into open-end funds of ACM Managed Multi-Market Trust (now Alliance
Multi-Market Strategy Trust) and the Global Privatization Fund, redemptions
amounted to 25%-35% of the net assets of each of these funds.

The possibility of redemptions could adversely affect the performance of
your Corporation in several ways if it were to convert to an open-end fund:

o Redemptions might force the sale of portfolio securities in amounts
and at times that result in lower proceeds of sales and therefore
could be least advantageous for non-redeeming stockholders.

o Redemptions could force your Corporation to realize capital gains
that would not otherwise be realized, with unfavorable tax
consequences to many continuing stockholders.

o Greater liquidity would have to be maintained against the
possibility of continuing redemptions.

o Liquidity concerns would constrain the portion of your
Corporation's assets that could be invested in less liquid
securities including private placements by smaller companies with
excellent prospects but with limited marketability.

o Your Corporation would be forced to make arrangements to sell new
shares to offset redemptions.

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

o Your Corporation could find it necessary to adopt a "Rule 12b-1
plan", pursuant to which a fee would effectively be charged to
outstanding shares, in order to discourage redemptions and
encourage sales. Implementation of such a plan would materially
increase the Corporation's expense ratio.

o An increase in the Corporation's expense ratio would have a direct
adverse effect on the Corporation's dividend yield and total
return.

Your Directors remain concerned by the current discount and the Corporation
has regularly investigated the possible reasons for the discount. The discounts
for all closed-end funds have tended to fluctuate over a wide range. The shares
of the Corporation have from time to time traded in excess of net asset value

22
<PAGE>

and at other times the shares have traded at a discount from net asset value
that is not significant (for example, in late August 1992 the Corporation's
shares traded at a discount of less than 1.0%).

While discounts persist, however, investors are able to purchase additional
shares in the market and put more than a dollar of net assets to work for them
for every dollar invested. In fact, 81% of the registered holders of the
Corporation's common stock are currently taking advantage of this situation
either by participating in a plan that allows stockholders to invest the
Corporation's dividends, year-end gain distributions, or both, in additional
shares, or by purchasing additional shares through one of the plans offered by
the Corporation. This opportunity to invest at a discount would be lost after
open-ending because shares acquired by reinvestment would have to be purchased
at net asset value.

The stockholders have overwhelmingly voted against proposals to open-end
the Corporation at five prior annual meetings. Last year, a proposal identical
to the current proposal, submitted by the same proponent, was rejected by 87% of
the votes cast. More than 95% of the votes cast at the meetings in 1966, 1967
and 1977, and more than 90% of the votes cast in 1978, were cast against
proposals to convert to open-end status. The factors considered by the
stockholders of the Corporation in 1966, 1967, 1977, 1978 and 1995 remain valid
today.

Stockholders of several other closed-end investment companies also have
considered and rejected similar proposals. In 1995, for example, the
stockholders of General American Investors Company, United Kingdom Fund, Putnam
Intermediate Government Fund and MFS Charter Income Trust voted against such
proposals.

Unlike most closed-end equity funds, the Corporation has outstanding both
preferred stock and warrants to purchase common stock. If the Corporation were
to convert to open-end status, the preferred stock and warrants would have to be
redeemed, resulting in an outflow of capital to pay for the redemptions. It is
not even legally clear whether it would be possible to redeem the outstanding
warrants or make other appropriate provisions to protect the warrantholders. The
Corporation's charter does not provide for redemption of the warrants under any
circumstances.

Even assuming these issues could be resolved, the costs of the process of
conversion to an open-end fund, including the legal, accounting and printing
costs, would be significant. These costs would be borne by the common
stockholders. It is also likely that the change would result in a sharp increase
in the Corporation's operating costs and operating costs per share because
continuous sales and redemptions would probably result in increased shareholder
servicing costs. The Corporation has historically had an unusually low expense
ratio, and this benefit to stockholders would be jeopardized by open-ending. A
number of funds that have converted to open-end status experienced significantly
higher expense ratios since their conversion, even when such funds' assets

23
<PAGE>

increased after conversion to open-end status. For example, since open-ending in
1992 the assets of Piper Global Funds Inc. have increased five times while its
expense ratio has risen from 177 basis points to more than 200 basis points on
average.

Open-ending would also cause the Corporation automatically to lose its
listing on the New York Stock Exchange ("NYSE"). Your Directors believe that
Corporation's NYSE listing is important. A public market for the Corporation's
shares means that a stockholder may sell his or her shares without reducing the
total assets of the Corporation. Without a listing, stockholders would instead
redeem their shares, and the assets of the Corporation would be reduced.
Moreover, certain investors, such as some pension funds, have internal
restrictions on the amount of their portfolio that may be invested in unlisted
securities. Such stockholders might be forced to redeem their shares if the
Corporation converted to an open-end fund.

In summary, your Directors believe that there is an important continuing
service to be provided to the investing public by Tri-Continental Corporation as
a large and broadly diversified closed-end investment fund. Your vote against
the proposal to convert the fund from closed-end status to open-end mutual fund
status will help to assure its continuity as a closed-end fund in the long-term
interest of all its stockholders.

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

The Management knows of no other matters which are to be brought before the
Meeting. However, if any other matters come before the Meeting, it is intended
that the persons named in the enclosed form of Proxy, or their substitutes, will
vote the Proxy in accordance with their judgment on such matters.

Notice is hereby given that any Stockholder proposal that may properly be
included in the proxy solicitation material for the next Annual Meeting, now
scheduled for May 1997, must be received by the Corporation no later than
December 12, 1996.

24
<PAGE>

D. EXPENSES

-----------

The Corporation will bear the cost of soliciting Proxies. In addition to
the use of the mails, Proxies may be solicited personally or by telephone or
telegraph by Directors, officers and employees of the Corporation, the Manager,
Seligman Financial Services, Inc., Seligman Services, Inc. and Seligman Data
Corp., and the Corporation may reimburse persons holding shares in their names
or names of their nominees for their expenses in sending solicitation material
to their principals. The Corporation has engaged Morrow & Co., Inc., 909 Third
Avenue, New York, N.Y. 10022-4799 to assist in soliciting for a fee of $4,000
plus expenses.

By order of the Board of Directors,
/s/Frank J. Nasta
Secretary

-----------

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL STOCKHOLDERS,
INCLUDING THOSE WHO EXPECT TO ATTEND THE MEETING, ARE URGED TO DATE, FILL IN,
SIGN AND MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR
ADMISSION TO THE MEETING.

25
<PAGE>

TRI-C0NTINENTAL
CORPORATION

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT

=================================
TIME: MAY 16, 1996

10:00 A.M.
=================================

PLACE: SHERATON PALACE HOTEL
2 NEW MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94105

PLEASE DATE, FILL IN AND SIGN THE ENCLOSED
FORM OF PROXY AND MAIL IT IN THE ENCLOSED
RETURN ENVELOPE WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES.

TRI-C0NTINENTAL CORPORATION

MANAGED BY

[LOGO]

J. & W. SELIGMAN & CO.

INCORPORATED

INVESTMENT MANAGERS AND ADVISORS

ESTABLISHED 1864

100 PARK AVENUE, NEW YORK, NY 10017

PROXY TRI-CONTINENTAL CORPORATION COMMON
100 Park Avenue, New York, NY 10017

The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Annual Meeting of Stockholders of
TRI-CONTINENTAL CORPORATION to be held May 16, 1996 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies, with power of
substitution to attend the Annual Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
and on any other business that may properly come before the Meeting.

This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR proposal 2 and
AGAINST Proposals 3, 4 and 5.

THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS

[ ] To vote for all items AS RECOMMENDED BY THE
BOARD OF DIRECTORS, mark this box, sign, date
and return this proxy. (NO ADDITIONAL VOTE IS
NECESSARY.)

- -------------------------------------------------------------------------------
The Board of Directors recommends you vote FOR each of the
Nominees and FOR Proposal 2
- -------------------------------------------------------------------------------

1. ELECTION OF DIRECTORS
NOMINEES: John E. Merow, Betsy S. Michel, James C. Pitney, James N.
Whitson and Brian T. Zino.
[ ] FOR [ ] AGAINST [ ] WITHHOLDING AUTHORITY
all nominees all nominees for individual nominees listed below

____________________________________________________________________________

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

- -------------------------------------------------------------------------------
The Board of Directors recommends that you vote AGAINST Proposal 3
- -------------------------------------------------------------------------------

3. Stockholder Proposal relating to cumulative voting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

Your Vote is Important. Complete, sign on reverse side and return this card
as soon as possible. Mark each vote with an X in the box.

<PAGE>
- -------------------------------------------------------------------------------
The Board of Directors recommends that you vote AGAINST proposals 4 and 5
- -------------------------------------------------------------------------------

4. Stockholder Proposal imposing additional qualification requirements on
potential Directors
FOR [ ] AGAINST [ ] ABSTAIN [ ]

5. Stockholder Proposal relating to conversion from a closed-end fund to
an open-end fund
FOR [ ] AGAINST [ ] ABSTAIN [ ]

DATED__________________________________________________, 1996

_____________________________________________________________
Signature

_____________________________________________________________
Signature (if jointly held)

Please sign exactly as your name(s) appear(s) on this proxy(ies).
Only one signature is required in case of a joint account.
When signing in a representative capacity, please give title.

Your Vote Is Important. Please complete, sign and return this card as soon
as possible. Mark each vote with an X in the box.

<PAGE>

PROXY TRI-CONTINENTAL CORPORATION PREFERRED
100 Park Avenue, New York, NY 10017

THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS

[ ] To vote for all items AS RECOMMENDED BY THE
BOARD OF DIRECTORS, mark this box, sign, date
and return this proxy. (NO ADDITIONAL VOTE IS
NECESSARY.)

____________________________________________________________________________

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