TRI CONTINENTAL CORP
N-30D, 1996-03-01
Previous: TRAVELERS GROWTH & INCOME STOCK ACCT FOR VARIABLE ANNUITIES, DEF 14A, 1996-03-01
Next: TRITON ENERGY CORP, 424B3, 1996-03-01




                             66th Annual Report 1995

                           TRI-CONTINENTAL CORPORATION

                         an investment you can live with

<PAGE>

TRI-CONTINENTAL CORPORATION INVESTS PRIMARILY TO PRODUCE LONG-TERM GROWTH OF
BOTH CAPITAL AND INCOME, WHILE PROVIDING REASONABLE CURRENT INCOME.




























TY is Tri-Continental Corporation's symbol for its Common Stock on the New York
Stock Exchange.


<PAGE>

TRI-CONTINENTAL CORPORATION

To the Stockholders:                                            February 2, 1996

   Nineteen ninety-five,  Tri-Continental Corporation's 66th year, was a banner
year for U.S. equity markets and a good year for your Corporation.  The Standard
& Poor's 500 Composite  Stock Price Index (S&P 500) recorded its fifth best gain
since  Tri-Continental  was founded in 1929-only 1933,  1935, 1954, and 1958 saw
larger  gains.  What makes 1995's gains all the more  remarkable  is that unlike
those in prior periods,  the U.S.  economy was not recovering  from a recession.
Rather,  the Federal Reserve Board  accomplished a osoft landingo;  that is, the
U.S.  economy's  growth was slowed without  triggering an actual  contraction in
overall economic activity.

   Even though the U.S. economy's growth slowed,  corporate profits continued to
rise.  This can be  attributed  to a  combination  of slight  increases  in unit
volumes  in the U.S.,  expanded  unit  volumes  internationally,  and  continued
increases in productivity.  In addition,  fears of an impending recession faded.
At this time last year, it was expected that inflation would increase to 3.5% or
more.  Instead,  inflation  remained below 3%. As a result,  long-term  interest
rates declined during the year. The yield on the 30-year U.S. Treasury bond, for
example, fell from 7.84% on December 29, 1994, to 5.95% on December 29, 1995.

   For  Tri-Continental,  1995 was a  transition  year.  The year began with the
appointment of Charles C. Smith, Jr. as Portfolio Manager. Early in the year, we
determined  that efforts to increase the dividend  distributions  on a per share
basis had begun to interfere  with our ability to meet your  Corporation's  core
investment  objective  of  providing  FUTURE  GROWTH OF BOTH CAPITAL AND INCOME,
WHILE  PROVIDING  REASONABLE  CURRENT  INCOME.   Therefore,   the  Corporation's
portfolio was shifted to increase the opportunity for capital  appreciation  and
long-term  dividend growth. The fixed-income  component of the portfolio,  which
had accounted for more than 12% of assets, was reduced  substantially.  Proceeds
were invested in U.S.  equities  during the first quarter in time to participate
in this year's strong markets.

     These moves contributed to an improvement in  Tri-Continental's  investment
performance.  For the year,  total  return was 30.80%  based on net asset value.
Although this return  lagged the S&P 500, it compared  favorably to the universe
of  Closed-End  Growth and Income  Funds,  which had an average  total return of
30.05% for the year, as measured by Lipper Analytical Services, a prominent fund
ranking  service.  The total return  based on market price was somewhat  less at
27.95%, reflecting a widening in the discount from net asset value.

                                       1
<PAGE>

TRI-CONTINENTAL CORPORATION

   At the same time  that  Tri-Continental's  portfolio  was  achieving  greater
capital  growth,  it was also  able to  generate  an  increase  of 1.3% in total
dividends from net investment income for Common  Stockholders who invested their
1994 capital gain  distribution in additional  shares.  The net realized capital
gain paid for 1995 was $169,106,048, or $2.01 per share.

   Important  progress  was  made  during  the  year,  but our  work is far from
complete. Our first priority is to continue to improve the investment results of
your  Corporation.   In  addition,   your  Manager,   J.& W.   Seligman  &  Co.
Incorporated,  with the approval of your Corporation's  Board of Directors,  has
strengthened  Tri-Continental's  Investor  Relations  Program  with  the goal of
enhancing the long-term value of being a Tri-Continental Stockholder.

   During the next several  years,  we will be doing more to promote and enhance
Tri-Continental's  image,  reputation,  and identity as a closed-end  investment
company.  You'll notice some changes in your  Corporation's  Annual Report which
were  made to  address  commonly  raised  issues  such as the  capital  gain and
dividend  distributions,  and the Corporation's  historical discount or premium.
Our  goal  is  to  increase  the  public's   understanding  of  the  issues  and
opportunities  of  investing  in  Tri-Continental.  We hope  you find all of the
information in this Report helpful.

   Looking  ahead,  the  slowing  economy,  the  budget  negotiations,  and  the
Presidential  election  are a few of the factors that may create  somewhat  more
volatile  markets.  However,  one thing is clear:  Prices of common  stocks will
fluctuate,  both up and down.  Therefore,  we will  continue to  practice  sound
investment  principles  and  to  pursue  your  Corporation's  stated  investment
objectives.  In doing so, we will search for, and invest in,  companies that can
sustain  earnings  growth  in  a  challenging  and competitive  global  business
environment-strategy we believe to be key to investment performance.

   We thank you for your continued confidence in Tri-Continental Corporation and
look forward to serving your investment needs in the years to come.

By order of the Board of Directors,


/s/William C. Morris
   William C. Morris
   Chairman




                                                                /s/Brian T. Zino
                                                                   Brian T. Zino
                                                                       President

                                       2
<PAGE>

TRI-CONTINENTAL CORPORATION
 
HIGHLIGHTS OF THE YEAR

NET INVESTMENT ASSETS were $2,506,785,758 at December 31.

NET ASSET  VALUE of each  share of  Common  Stock was  $27.58  at  December  31,
compared to $23.70 at the start of the year.  If you invested the December  gain
distribution in additional  shares,  the net asset value of each share you owned
at the  beginning  of 1995 was  equivalent  to $30.03 at year end.  Assuming you
invested  dividends and took the gain distribution in shares,  your total return
was 30.80%.  This  compares  with 37.58% for common stock prices  generally,  as
measured by the Standard & Poor's 500 Composite Stock Price Index.

INVESTMENT INCOME was $76,774,096 in 1995,  compared to $79,332,941 in 1994. For
Stockholders  who  invested the 1994 capital  gain  distribution  in  additional
shares, the total 1995 investment income rose 1.3%.

OPERATING  EXPENSES for the year were $14,507,036.  The ratio of expenses to the
average value of net assets was 0.63%, down from 1994's expense ratio of 0.64%.

DIVIDENDS  DECLARED  totaled  $63,180,788.  Preferred  Stock dividends paid each
quarter  completed  66 years of  uninterrupted  payments.  Total net  investment
income  available to cover the $2.50  Preferred Stock dividend was equivalent to
$82.72 per Preferred share.

Common Stock dividends, paid quarterly, totaled $0.73 per share on an average of
83,971,000  shares,  compared  to $0.79 in 1994  when,  on  average,  there were
approximately  5,310,000  fewer shares  outstanding.  Common Stock dividends per
share with the 1994 capital gain  distribution  taken in additional  shares were
equivalent to $0.80 per share.

TAXABLE NET INVESTMENT gain of $220,082,721  was realized in 1995. This amounted
to $2.46 per share of Common Stock  outstanding at December 31, 1995. The amount
of net gain  realized  is the  result of sales of  securities  in the  portfolio
throughout the year.

UNREALIZED  GAIN on  investments  totaled  $494,660,634,  or $5.53  per share of
Common Stock outstanding at December 31, 1995.

DISTRIBUTION OF REALIZED GAIN

Your Directors  declared a  distribution  of $2.01 per Common share from taxable
net gains  realized  through  October  31,  1995,  consisting  of $1.86 from net
long-term gains and $.15 from net short-term  gains,  which was paid on December
27 to Stockholders of record on December 8.

The  Corporation  was required to  distribute to Common  Stockholders  the total
undistributed net capital gains realized through October 31, 1995, to avoid a 4%
federal excise tax. The undistributed net capital gain realized from November 1,
1995,  to December 31, 1995,  remains a part of the  underlying  market value of
Common Stock shares as of December 31, 1995.  This amount will be distributed to
Common  Stockholders  during  1996,  at which time Common  Stockholders  will be
subject to federal income taxes on the amount distributed.

The  number  of shares of  Common  Stock  issued to those who took the  December
payment in shares was  determined by dividing the total dollar amount payable by
$22.625,  the mean of the  high  and low  market  prices  on the New York  Stock
Exchange on December 18. Distributions should be takenainto account in measuring
the results of an investment  in  Tri-Continental  Common  Stock,  andashould be
taken in shares if you wish your  investment  to benefit from the full effect of
compounding.

                                       3
<PAGE>

TRI-CONTINENTAL CORPORATION

<TABLE>
<CAPTION>     
ASSETS AT YEAR END:                                    1995                   1994
                                                ---------------         ---------------
<S>                                             <C>                     <C>
Total assets ...............................    $ 2,528,405,417         $ 2,049,281,845
  Amounts owed .............................         21,619,659              17,546,369  
                                                ---------------         ---------------
NET INVESTMENT ASSETS ......................    $ 2,506,785,758         $ 2,031,735,476
  Preferred Stock, at par value ............         37,637,000              37,637,000
                                                ---------------         ---------------
Net assets for Common Stock ................    $ 2,469,148,758         $ 1,994,098,476
                                                ===============         ===============
Common shares outstanding ..................         89,512,184              84,144,106
NET ASSETS BEHIND EACH
  COMMON SHARE .............................            $ 27.58                 $ 23.70
With 1995 gain distribution
  taken in shares ..........................            $ 30.03                      --

TAXABLE GAIN:

Net capital gain realized ..................    $   220,082,721         $   149,773,270
  Per Common share .........................             $ 2.46                  $ 1.90
Undistributed capital gains, end of year ...    $    50,976,673                      --
  Per Common share, end of year ............              $ .57                      --
Unrealized capital gain, end of year .......    $   494,660,634         $   191,363,863
  Per Common share, end of year ............             $ 5.53                  $ 2.27

DISTRIBUTION OF CURRENT YEAR'S GAIN:
  Per Common share* ........................             $ 2.01                  $ 1.90

INCOME:

Total income earned ........................    $    76,774,096         $    79,332,941
  Expenses .................................         14,507,036              13,705,939
  Preferred Stock dividends ................          1,881,850               1,881,850
                                                ---------------         ---------------
Income for Common Stock ....................    $    60,385,210         $    63,745,152
                                                ===============         ===============

DIVIDENDS PER COMMON SHARE                                $ .73                   $ .79
  With December 1994 gain
  distribution taken in shares .............              $ .80                      --
</TABLE>

*The  Corporation's  net capital  gain  realized for the year 1995 was $2.46 per
share of Common Stock outstanding at December 31, 1995. However, the Corporation
was  required to  distribute  only the total  undistributed  net  capital  gains
realized through October 31, 1995, ($2.01) to avoid a 4% federal excise tax. The
undistributed  net realized capital gain remains a part of the underlying market
value of Common  Stock  shares as of  December  31,  1995.  This  amount will be
distributed   to  Common   Stockholders   during  1996,  at  which  time  Common
Stockholders will be subject to federal income taxes on the amount received.


                                       4
<PAGE>

TRI-CONTINENTAL CORPORATION

INTERVIEW WITH YOUR PORTFOLIO MANAGER

                  CHARLES  C.  SMITH,  JR.  is a  Managing  Director  of J. & W.
                  Seligman & Co.  Incorporated and has been Portfolio Manager of
                  Tri-Continental  Corporation  since January 1, 1995. Mr. Smith
                  is also  Portfolio  Manager  and Vice  President  of  Seligman
   [photo]        Common  Stock Fund and Seligman  Income Fund.  He is also Vice
                  President of Seligman  Portfolios,  Inc. and Portfolio Manager
                  of its Common  Stock and Income  portfolios.  Mr. Smith joined
                  Seligman in 1985 as Vice President, Investment Officer. He was
                  promoted to Senior Vice President,  Senior Investment  Officer
                  in August 1992, andatoaManaging Director in January 1994.


ECONOMIC FACTORS AFFECTING YOUR CORPORATION

"Contrary to 1994's restrictive  monetary policy, the Federal Reserve Board took
a more accommodating  stance in 1995,  lowering short-term interest rates twice.
This action gave investors more confidence in the near-term growth prospects for
the U.S.  economy and  contributed  to the strength of the U.S.  equity  markets
which,  in  turn,  benefited  the  prices  of many  of the  companies  owned  by
Tri-Continental."

YOUR CORPORATION'S INVESTMENT STRATEGY

"1995  was a  transition  year  for  Tri-Continental.  Emphasis  was  placed  on
increasing  investments in equities  relative to fixed income  securities equity
securities over fixed-income  investments,  with the expectation of strong stock
market performance in 1995.  Tri-Continental's bond investments,  all very short
in maturity,  were sold and the assets were redeployed  into equities.  This was
done in an effort to increase the  opportunity for capital  appreciation  and at
the same time to maintain income at or above 1994 levels for those  Stockholders
investing capital gain  distributions in additional shares. In fact, there was a
modest 1.3%  increase  in 1995's  income  over 1994 for those  Stockholders  who
invested their 1994 capital gain distribution in additional shares.

"With  regard  to  our  particular  investment  philosophy,  we  remain  broadly
diversified,  choosing to focus on  identifying  and  investing  in companies we
believe have the strongest relative earnings growth and attractive valuations in
each industry  group.  We believe using this strategy  consistently  is the best
method of achieving your Corporation's  investment objective of providing future
growth of both capital and income, while providing reasonable current income."


INDIVIDUAL SECTOR PERFORMANCE

"As one  might  expect,  interest  rate  sensitive  issues  were  the  strongest
performers in  Tri-Continental's  portfolio in 1995, as they  benefited from the
significant decline in interest rates. The economically  sensitive capital goods
industry  also did very well,  especially  Aerospace  stocks which  continued to
appreciate,  responding to consolidation in that industry.  In addition,  health
care related  securities  rebounded from their depressed  levels in 1994 and the
technology  sector had a strong  year,  in spite of some  weakness in the fourth
quarter.

                                       5
<PAGE>

TRI-CONTINENTAL CORPORATION

"Our  decision  to greatly  reduce  your  Corporation's  exposure to Real Estate
Investment   Trusts   (REITs)  proved   particularly   timely  as  those  issues
significantly  lagged  the stock  market,  notwithstanding  the high  yields and
interest rate sensitivity that is generally associated with REITs.
    
"As part of your  Corporation's  investment  policy,  it may invest up to 10% of
assets directly in international  markets.  By investing in non-U.S.  markets we
look  to  add  value  for   Tri-Continental   Stockholders  by  seeking  greater
diversification, less year-to-year volatility, and a higher expected return over
the long term.  However,  in shorter periods when international  markets lag the
U.S. markets, such as 1995, international exposure can dampen overall investment
results.  Seligman Henderson Co., the joint venture between J. &W. Seligman &Co.
Incorporated and Henderson  Administration  Group, plc in London, is responsible
for Tri-Continental's international investments."


LOOKING AHEAD

"In 1996, we will continue to focus on achieving Tri-Continental's objectives by
investing  primarily in common stocks.  We will also maintain modest exposure to
convertible  stocks and bonds, in an effort to generate  slightly higher income.
We will use a disciplined  process of identifying  issues with the best relative
earnings  growth in each industry group, as opposed to making large sector bets.
While 1996 may not produce the same  dramatic  rise in share prices as did 1995,
the opportunity  exists to make attractive  investments  that should prove to be
successful long-term holdings, regardless of any near-term price volatility."

                                       6
<PAGE>

TRI-CONTINENTAL CORPORATION

DIVERSIFICATION OF ASSETS
The  diversification of portfolio holdings by industry on December 31, 1995, was
as follows. Individual securities owned are listed on pages 18 to 26.

<TABLE>
<CAPTION>
                                                                                                                   Percent of
                                                                                                                 Net Investment
                                                                                                                     Assets
                                                                                                              ------------------
                                                                                                                  December 31,
                                                         Issues             Cost                Value           1995     1994
                                                       --------       --------------       --------------      ------   ------
<S>                                                        <C>        <C>                  <C>                   <C>      <C>
Net Cash and Short-Term
 Holdings                                                     2       $  171,852,821       $  171,852,821        6.9%     4.2%
Tri-Continental
 Financial Division                                           4           25,844,937           31,049,388        1.2      1.3
U.S. Government Securities                                   --                   --                   --         --      3.3
Corporate Bonds                                              --                   --                   --         --      2.2
                                                           ----       --------------       --------------      ------   ------
                                                              6       $  197,697,758       $  202,902,209        8.1%    11.0%
                                                           ----       --------------       --------------      ------   ------
Common Stocks and
 Convertible Issues:
 Aerospace                                                    5       $   66,497,563       $   93,284,375        3.7%     1.7%
 Automotive and related                                       8           75,563,674           86,554,958        3.4      4.0
 Basic materials                                              3           22,664,338           24,734,375        1.0      3.7
 Building and construction                                    2           26,396,485           32,025,000        1.3      0.9
 Chemicals                                                    8           88,793,252          106,617,169        4.3       --
 Communications                                              10           80,664,644          106,275,030        4.2      4.0
 Computer and business services                               7           74,328,448           97,261,267        3.8      5.2
 Consumer goods and services                                 20          239,057,233          319,582,421       12.7     10.6
 Diversified                                                  7           82,642,017          100,431,387        4.0      5.2
 Drugs and health care                                        9          112,250,275          164,619,375        6.6      5.8
 Electric and gas utilities                                   6           48,496,329           56,952,450        2.3      2.3
 Electronics                                                  5           49,112,681           57,801,875        2.3      2.8
 Energy                                                      12          148,520,052          193,435,597        7.7      9.4
 Entertainment and leisure                                    4           23,829,269           31,460,000        1.3      1.2
 Environmental management                                     1            8,125,060            7,375,000        0.3      0.7
 Finance and insurance                                       20          188,301,799          276,618,727       11.1     10.5
 Manufacturing and
  industrial equipment                                       11          117,441,619          144,477,397        5.8      7.9
 Packaging and paper                                          1            3,317,500            3,397,500        0.1      1.1
 Paper and forest products                                    5           54,833,303           66,691,542        2.7       --
 Publishing                                                   5           45,491,318           54,719,248        2.2      0.3
 Real estate investment trusts                                4           31,011,962           37,912,500        1.5      4.9
 Retail trade                                                 9          145,127,983          156,851,521        6.3      4.4
 Steel                                                        2           30,086,875           25,090,625        1.0       --
 Transportation                                               5           51,873,687           59,714,210        2.3      1.9
 Miscellaneous                                               --                   --                   --         --      0.5
                                                           ----       --------------       --------------      ------   ------
                                                            169       $1,814,427,366       $2,303,883,549       91.9%    89.0%
                                                           ----       --------------       --------------      ------   ------
NET INVESTMENT ASSETS                                       175       $2,012,125,124       $2,506,785,758      100.0%   100.0%
                                                           ====       ==============       ==============      ======   ======

</TABLE>

                                       7
<PAGE>

TRI-CONTINENTAL CORPORATION

LARGEST PORTFOLIO CHANGES
October 1 to December 31, 1995

                                       Shares
                                 ------------------
                                           Holdings
ADDITIONS                        Increase  12/31/95
                                 --------  --------
COMMON STOCKS
ALLTEL Corporation                500,000   500,000
Frontier Corporation              400,000   400,000
Intel Corporation                 300,000   300,000
International Paper
  Company                         350,000   350,000
Lockheed Martin
  Corporation                     200,000   200,000
Lowe's Companies, Inc.            600,000   600,000
The Pep Boys--Manny,
  Moe and Jack                    500,000   500,000
RJR Nabisco Holdings
  Corporation                     500,000   500,000
Sara Lee Corporation              600,000   600,000
Teradyne, Inc.                    500,000   500,000



                                       Shares
                                 ------------------
                                           Holdings
REDUCTIONS                       Decrease  12/31/95
                                 --------  --------

COMMON STOCKS
Aetna Life and Casualty
  Company                         225,000        --
Bell Atlantic Corporation         300,000        --
Federal National Mortgage
  Association                     100,000   100,000
General Electric Company          200,000   500,000
NYNEX Corporation                 500,000        --
PacifiCorp.                     1,000,000        --
Procter & Gamble
  Company                         150,000   250,000
SCEcorp.                          750,000        --
Southern Company                1,000,000        --
The Williams Companies,
  Inc.                            300,000   400,000

Largest  portfolio changes are based on cost of purchases or proceeds from sales
of securities.


10 LARGEST HOLDINGS
December 31, 1995
<TABLE>
<CAPTION>
                                                                     Increase (Decrease)
                                     December 31, 1995               in Per Share Price
                                ---------------------------        ----------------------
                                    Cost            Value              For       Since
                                   (000s)          (000s)             1995      Purchase
                                ----------      ----------         ---------  -----------
<S>                               <C>             <C>                 <C>          <C>
General Electric Company          $ 16,079        $ 36,000            41.2%        123.9%
Colgate-Palmolive Company           23,199          31,613            10.8          36.3
Kimberly-Clark Corporation          17,211          28,963            63.9          68.3
Amoco Corporation                   20,362          28,750            21.6          41.2
American International
  Group, Inc.                       10,386          27,750            (5.6)        167.2
Eastman Kodak Company               18,336          26,800            40.3          46.2
GTE Corporation                     13,675          26,400            44.9          93.1
May Department Stores
  Company                           22,535          25,350            25.2          12.5
Morgan (J.P.) & Co., Inc.           18,721          24,075            28.6          28.6
Exxon Corporation                   15,838          24,038            31.9          51.8
                                ----------      ----------
                                  $176,342        $279,739
                                ==========      ==========
</TABLE>

                                       8
<PAGE>

TRI-CONTINENTAL CORPORATION

   Tri-Continental  is a closed-end  investment company whose stock is listed on
the New York Stock Exchange. Unlike mutual funds, whose shares sell at net asset
value, the market price of Tri-Continental  stock is set by the forces of supply
and demand.  Therefore, the market price of Tri-Continental's stock can be above
its net asset value, selling at a PREMIUM, or below its net asset value, selling
at a DISCOUNT.


TRI-CONTINENTAL'S CURRENT DISCOUNT IN PERSPECTIVE

   The chart below shows  Tri-Continental's  year-end  premiums or discounts for
the 20 years ended  December  31, 1995.  During this period,  the premium was as
high as 2.45% at December  31,  1986,  and the discount was as wide as 25.12% on
December 31, 1980. The median  discount was 13.75%.  Tri-Continental's  year-end
1995  discount of 17.97% is wider than the 16.14%  discount at year-end 1994 and
is within the third quartile of the  premium/discount  range  experienced in the
past 20 years.

  [The following table represents a chart which appears in the printed report]


                              Premium/Discount Range  
                                    1976-1995         
                              ----------------------  
                                  1976 ... -21%       
                                  1977 ... -12%       
                                  1978 ... -22%       
                                  1979 ... -23%       
                                  1980 ... -25%       
                                  1981 ... -20%       
                                  1982 ... -8%        
                                  1983 ... -5%        
                                  1984 ... -2%        
                                  1985 ... -1%        
                                  1986 ...  2%        
                                  1987 ... -14%       
                                  1988 ... -18%       
                                  1989 ... -16%       
                                  1990 ... -13%       
                                  1991 ... -3%        
                                  1992 ... -9%        
                                  1993 ... -14%       
                                  1994 ... -16%       
                                  1995 ... -18%       

   Tri-Continental's discounts and premiums experienced in the past 20 years are
generally  consistent with many other closed-end  Funds with similar  investment
objectives.

                                       9
<PAGE>

TRI-CONTINENTAL CORPORATION


A PRUDENT WAY TO PROTECT AND INCREASE ASSETS

   Regardless  of the  changes in the  discount  or premium,  an  investment  in
Tri-Continental  has been a good way to protect and  increase  assetsueven  over
periods  as short as five  years.  The  chart  below  illustrates  how a $10,000
investment grew in each five-year  period in the past 20 years.  The table lists
these periods in order of the greatest  WIDENING of the discount to the greatest
NARROWING of the discount ("Percentage Point Difference").
<TABLE>
<CAPTION>

     5-Year              Premium/Discount      Percentage    Market Value of   Cost of Living
- ----------------      ---------------------       Point      $10,000 at End    Adjustment for    Increase in
 Holding Period         Start          End     Difference       of Period*          $10,000      Buying Power
- ----------------      --------     --------    ----------    --------------    ---------------   ------------
<S>                     <C>         <C>           <C>           <C>                <C>              <C>
Dec. 31, 84-89          -1.91%      -16.18%       -14.27        $21,063            $11,975          $ 9,088
Dec. 31, 83-88          -4.69%      -18.26%       -13.57         16,128             11,895            4,233
Dec. 31, 85-90          -1.36%      -13.11%       -11.75         16,169             12,242            3,927
Dec. 31, 82-87          -7.58%      -13.85%        -6.27         18,826             11,824            7,002
Dec. 31, 86-91          +2.45%       -2.87%        -5.32         18,262             12,480            5,782
Dec. 31, 90-95         -13.11%      -17.97%        -4.86         18,079             11,480            6,599
Dec. 31, 75-80         -21.88%      -25.12%        -3.24         21,291             15,550            5,741
Dec. 31, 89-94         -16.18%      -16.14%        +0.04         14,618             11,872            2,746
Dec. 31, 76-81         -20.52%      -20.44%        +0.08         16,660             16,151              509
Dec. 31, 77-82         -12.01%       -7.58%        +4.43         25,115             15,717            9,398
Dec. 31, 88-93         -18.26%      -13.60%        +4.66         21,244             12,100            9,144
Dec. 31, 87-92         -13.85%       -9.03%        +4.82         21,152             12,296            8,856
Dec. 31, 78-83         -21.77%       -4.69%       +17.08         31,388             14,963           16,425
Dec. 31, 79-84         -22.54%       -1.91%       +20.63         26,287             13,729           12,558
Dec. 31, 81-86         -20.44%       +2.45%       +22.89         33,969             11,755           22,214
Dec. 31, 80-85         -25.12%       -1.36%       +23.76         26,834             12,665           14,169

*Adjusted for the effect of the 1992 rights offering.

</TABLE>

   During  the  five-year   holding   period  Dec.  31,   84-89,   for  example,
Tri-Continental's  discount  widened to 16.18% from  1.91%--a  14.27  percentage
point change.  Even so, a $10,000 investment in Tri-Continental at the beginning
of this period  (December  31,  1984) would have more than doubled to $21,063 at
the end of the  period  (December  31,  1989).  To keep up with  inflation  (the
Consumer  Price  Index) in this  five-year  period,  $10,000  would  have had to
increase to $11,975.  Therefore, a Tri-Continental investor's buying power would
have increased by $9,088 ($21,063-$11,975).

   A narrowing of the discount is generally associated with even better results.
The five years ended  December 31, 1985, for example,  experienced  the greatest
narrowing of the discount--by 23.76 percentage points. A $10,000 investment made
at the beginning of this period (December 31, 1980) was worth $26,834 at the end
of the period  (December 31, 1985).  To keep up with inflation in this five-year
period,   $10,000  would  have  had  to  increase  to  $12,665.   Therefore,   a
Tri-Continental   investor's  buying  power  would  have  increased  by  $14,169
($26,834-$12,665).

   The information provided is based on past performance,  which is no guarantee
of future  results,  and excludes any  commissions or costs  associated with the
purchase of  Tri-Continental  shares.  In  addition,  capital  gain and dividend
distributions  taken in additional  shares are subject to personal income tax in
the year earned. The examples shown do not reflect the effect of such taxes.

   THE  EXAMPLES IN THE TABLE  ASSUME THE  INVESTMENT  OF BOTH  CAPITAL GAIN AND
DIVIDEND  DISTRIBUTIONS  IN  ADDITIONAL   SHARES--BOTH  ARE  IMPORTANT  TO  YOUR
PARTICIPATION  IN THE  FUTURE  GROWTH OF BOTH  CAPITAL  AND INCOME  PROVIDED  BY
TRI-CONTINENTAL.

                                       10
<PAGE>

TRI-CONTINENTAL CORPORATION

THE WAY TO BUILD YOUR CAPITAL INVESTMENT IN TRI-CONTINENTAL

   In order  for a Common  Stockholder  to fully  realize  the  opportunity  for
capital  appreciation of his or her investment in Tri-Continental,  capital gain
distributions  must be  invested  in  additional  shares.  Taking  capital  gain
distributions  in cash, as opposed to investing  them in additional  shares,  is
comparable to an investor  selling an  individual  security at a profit and only
reinvesting the original cost of the investment.  Such a strategy would maintain
only the value of the investor's portfolio at the original investment amount. Of
course, the portfolio's value would also reflect any unrealized gains or losses.

   The following table illustrates how investing  capital gain  distributions in
additional  shares  contributes to the capital  appreciation of an investment in
Tri-Continental.  As an  example of how to use this  table,  let's look at 1,000
shares of  Tri-Continental  purchased on December 31, 1975,  at a cost of $18.50
per share ($18,500).  In 1976, the realized  capital gain  distribution of $0.66
per share would have been worth  $660-enough  to purchase  an  additional  30.88
shares.  Had this process of investing capital gain  distributions in additional
shares continued, by the end of 1995 the initial 1,000 share purchase would have
grown to a holding of 6,060.37  shares.  At the  year-end  1995 market  price of
$22.625, the market value of the initial $18,500 investment would have increased
to $137,116.  By contrast,  had the capital gain distributions not been invested
in additional shares over the 20-year period,  the initial investment of $18,500
would be worth only $22,625 (1,000 shares x $22.625) at December 31, 1995.

<TABLE>
<CAPTION>

                               Year-End
                Gain Paid      New Shares      Number of         Year-End          Year-End
   Year         Per Share       Received        Shares         Market Price       Market Value
- ----------     ----------     ------------    ----------       ------------      -------------
<S>              <C>              <C>          <C>                <C>               <C>
   1975             --               --        1,000.00           $18.500           $ 18,500
   1976          $0.66            30.88        1,030.88            22.000             22,679
   1977           1.19            60.21        1,091.09            20.625             22,504
   1978           1.21            71.36        1,162.45            17.625             20,488
   1979           1.01            67.33        1,229.78            19.875             24,442
   1980           1.08            64.78        1,294.56            23.625             30,584
   1981           1.64           103.25        1,397.81            20.750             29,005
   1982           2.72           211.23        1,609.04            26.875             43,243
   1983           1.48            94.54        1,703.58            29.375             50,043
   1984           4.46           324.17        2,027.75            24.875             50,440
   1985           2.40           197.63        2,225.38            29.375             65,371
   1986           6.96           572.44        2,797.82            28.625             80,088
   1987           3.73           475.75        3,273.57            20.625             67,517
   1988           1.25           205.88        3,479.45            19.250             66,979
   1989           2.55           394.34        3,873.79            23.000             89,097
   1990           1.60           280.14        4,153.93            21.375             88,790
   1991           1.80           287.58        4,441.51            27.750            123,252
   1992*          1.67           282.05        4,723.56            25.500            120,451
   1993           1.80           360.84        5,084.40            23.750            120,754
   1994           1.90           481.50        5,565.90            19.875            110,622
   1995           2.01           494.47        6,060.37            22.625            137,116

*Adjusted for the effect of the 1992 rights offering.

</TABLE>


                                       11
<PAGE>

TRI-CONTINENTAL CORPORATION

THE WAY TO INCREASE DIVIDEND INCOME
   The following  chart  COMPARES the year-end  annual  dividend  income paid on
1,000 shares of Tri-Continental purchased on December 31, 1975, at a total price
of  $18,500,  WITH and  WITHOUT  the  capital  gain  distributions  invested  in
additional shares. Although the per-share dividends for these two strategies are
identical,  the  increase  in  shares  due to the  investment  of  capital  gain
distributions  has a significant  impact on the total yearly dividend  incomeuan
impact that builds over time. In 1995, the total dividend  income was $4,063 for
the  individual  who had  invested  his or her  capital  gain  distributions  in
additional shares over the 20-year period.  By contrast,  for the individual who
failed to invest  capital gain  distributions  in additional  shares,  the share
balance  would have  remained at 1,000 and just $730 in total  income would have
been produced in 1995.

  [The following table represents a chart which appears in the printed report]

                                    GROWING DIVIDEND INCOME

                      Annual dividend income          Annual divident income
                    with capital gains invested   without capital gains invested
                      in additional shares.           in additional shares. 
                                                                                
1976 ..............         $  660                           $  660
1977 ..............         $1,080                           $  990
1978 ..............         $1,230                           $1,060
1979 ..............         $1,300                           $1,060
1980 ..............         $1,471                           $1,140
1981 ..............         $1,601                           $1,150
1982 ..............         $1,731                           $1,080
1983 ..............         $1,851                           $1,090
1984 ..............         $2,290                           $1,130
1985 ..............         $2,310                           $1,040
1986 ..............         $2,351                           $  970
1987 ..............         $2,490                           $  890
1988 ..............         $2,650                           $  810
1989 ..............         $2,920                           $  840
1990 ..............         $3,330                           $  860
1991 ..............         $3,240                           $  780
1992 ..............         $3,500                           $  780
1993 ..............         $3,771                           $  800
1994 ..............         $4,011                           $  790
1995 ..............         $4,063                           $  730
                    
*Adjusted for the effect of the 1992 rights offering.


THE WAY TO MAXIMIZE VALUE AND FUTURE INCOME
For those  individuals  who do not need  current  income,  reinvesting  dividend
income  as well as  capital  gain  distributions  produces  an even  more  rapid
accumulation  of  Tri-Continental  shares with a  commensurate  increase in both
value  and  future  income.   This  chart   illustrates  how  an  investment  in
Tri-Continental  accumulates  over a 20-year  period  through the  investment of
capital gain  distributions  ONLY,  and through the investment of BOTH dividends
and capital gains.

<TABLE>
<CAPTION>

                           BUILDING WEALTH AND INCOME


                                     No Investment      Invest Capital   Invest Capital Gains
                                    of Distributions      Gains Only         and Dividends
                                    ----------------    --------------   --------------------
<S>                                  <C>                 <C>                <C>
                                         1000.00              6060.37          13656.15

Market Value at December 31, 1995     $22,625.00          $137,116.00       $308,970.00
1995 Dividend Income                  $   730.00          $  4,063.00       $  8,981.00
</TABLE>
 
*Adjusted for the effect of the 1992 rights offering.

Had you  choosen to invest  BOTH  capital  gain and  dividend  distributions  in
additional shares, at the end of 1995 you would have had 13,656.15 shares with a
total  market  value of  $308,970,  and $8,981 in total  income  would have been
produced in 1995.


                                       12
<PAGE>

TRI-CONTINENTAL CORPORATION

STOCKHOLDER SERVICES
Tri-Continental  provides a number of services to make maintaining an investment
in its Common Stock more convenient.

PURCHASES OF COMMON STOCK.  Under the  Automatic  Dividend  Investment  and Cash
Purchase Plan, and other Stockholder plans,  purchases of Common Stock were made
by the  Corporation in the open market and from  Stockholders  participating  in
withdrawal  plans to satisfy Plan  requirements.  Those shares were then sold to
Stockholders  using the Plan.  During 1995,  1,890,436  shares were purchased by
Stockholders through the Plan.

The Corporation  may make  additional  purchases of its Common Stock in the open
market at such  prices and in such  amounts as the Board of  Directors  may deem
advisable. No such additional purchases were made during 1995.

INDIVIDUAL  RETIREMENT ACCOUNT TRUST (IRA) is available to individuals under age
70 1/2  who have  earned  income.  The  maximum  annual  deductible   individual
contribution is $2,000. A married person with a non-working spouse may set aside
$2,250 annually, while a working couple may shelter up to $4,000 a year. If your
adjusted gross income as a single person exceeds $25,000 a year, or as a married
couple filing jointly exceeds $40,000,  and you or your spouse are participating
in an employer's  retirement  plan,  your deduction for the IRA  contribution is
reduced or eliminated. To the extent that your deduction for an IRA contribution
is reduced, you will be able to make a non-deductible contribution, the earnings
on which accumulate tax-free.  The IRA allows you to invest for your retirement,
to defer taxes on dividends and gain distributions,  and to provide benefits for
your spouse, if you wish.

ROLLOVER  IRAS.  You may be  eligible  to roll  over a  distribution  of  assets
received from another IRA, a qualified  employee  benefit plan, or  tax-deferred
annuity into an IRA with  Tri-Continental.  To avoid a tax penalty, the transfer
to a  Rollover  IRA must  occur  within  60 days of  receipt  of the  qualifying
distribution.  However,  if you do not make a direct  transfer of a distribution
from a qualified  employee benefit plan or a tax-deferred  annuity to a Rollover
IRA, the payor of the distribution must withhold 20% of the distribution.

RETIREMENT  PLANNING  --  QUALIFIED  PLANS.  Unincorporated  businesses  and the
self-employed  may take advantage of the same benefits in their retirement plans
that were previously available only to corporations. Maximum contribution levels
are 25% of earned  income  (reduced  by plan  contributions),  up to $30,000 per
participant for pension plans, and 15%, up to $30,000, for profit-sharing plans.
For retirement plan purposes, no more than $150,000 may be taken into account as
earned income under the plan in 1995 and future years (subject to adjustments to
reflect cost of living  increases).  Social  Security  integration  and employee
vesting schedules are also available as options in the Tri-Continental prototype
retirement  plans.  Although you already may be  participating  in an employer's
retirement plan, you may be eligible to establish another plan based upon income
from other sources, such as director's fees.



                                       13
<PAGE>

TRI-CONTINENTAL CORPORATION

RETIREMENT PLAN SERVICES  provides  information  about our prototype  retirement
plans. The toll-free telephone number is (800) 445-1777 in the Continental U.S.

GIFTS FREE OF FEDERAL TAX are often made using Tri-Continental Common Stock. You
may give as much as $10,000 a year to as many  individuals  as  desired  free of
federal gift tax, and a married couple may give up to $20,000 a year.

THE AUTOMATIC CASH WITHDRAWAL PLAN enables owners of Common shares with a market
value of $5,000 or more to  receive a fixed  amount  from  their  investment  at
regular  intervals.  Investors use the plan to supplement  current or retirement
income, for educational expenses, or for other purposes.



FEDERAL TAXES
Quarterly  dividends  paid on both the Preferred and Common Stocks for 1995, and
the  distribution  from net  short-term  gain of $0.15 per Common  share paid on
December 27, are subject to federal  income tax as "ordinary  income." Under the
Internal Revenue Code, 63% of such 1995 ordinary  dividend income paid to Common
and  Preferred  Stockholders  qualifies  for  the  dividend  received  deduction
available to  corporate  stockholders.  In order to claim the dividend  received
deduction  on these  distributions,  corporate  stockholders  must have held the
shares for at least 46 days.

The  distribution  of $1.86 from net  long-term  gain  realized  on  investments
through  October 31, 1995 was paid to Common  Stockholders on December 27, 1995.
The long-term gain is designated as a "capital gain dividend" for federal income
tax purposes and is taxable to stockholders in 1995 as a long-term gain from the
sale of capital assets no matter how long  Tri-Continental  Common may have been
owned.  However, if shares on which a capital gain distribution was received are
subsequently  sold,  and such  shares have been held for six months or less from
date of  purchase,  any loss  would be  treated  as  long-term  to the extent it
offsets the long-term gain distribution.

The tax cost basis of shares  acquired by investing the December 27 capital gain
and dividend distributions in additional shares was $22.625 per share.

INTEREST ON U.S.  GOVERNMENT  OBLIGATIONS.  Certain  states do not tax dividends
paid by regulated investment companies,  such as Tri-Continental,  to the extent
the  income  is  derived  from  interest  on U.S.  Government  obligations.  Tax
treatment  varies  by  state,  and it is  suggested  that you  consult  your tax
advisor.  Information  regarding that portion of dividends derived from interest
on U.S.  Government  obligations and other relevant  information was included in
the 1995 Important Tax Information attached to your combined Form 1099-DIV/B.


                                       14
<PAGE>

TRI-CONTINENTAL CORPORATION
<TABLE>
<CAPTION>

<S>                                                                 <C>                     <C>           
ASSETS AND LIABILITIES DECEMBER 31, 1995
ASSETS:
Investments at value:
 Common stocks (cost--$1,651,233,536)                               $2,122,406,050
 Convertible issues (cost--$163,193,830)                               181,477,499
 Tri-Continental Financial Division
  (cost--$25,844,937)                                                   31,049,388
 Short-term holdings (cost--$103,000,000)                              103,000,000         $2,437,932,937
                                                                    --------------
Cash                                                                                           58,174,154
Receivable for securities sold                                                                 23,323,577
Receivable for dividends and interest                                                           8,445,860
Investment in, and expenses prepaid to, stockholder
 service agent                                                                                    412,720
Other                                                                                             116,169
                                                                                           --------------
Total Assets                                                                               $2,528,405,417
                                                                                           --------------
LIABILITIES:
Payable for securities purchased                                                             $ 18,995,694
Dividends payable                                                                                 470,463
Accrued expenses, taxes, and other                                                              2,153,502
                                                                                           --------------
Total Liabilities                                                                            $ 21,619,659
                                                                                           --------------
NET INVESTMENT ASSETS                                                                      $2,506,785,758
  Preferred Stock, at $50 par value                                                            37,637,000
                                                                                           --------------
NET ASSETS FOR COMMON STOCK                                                                $2,469,148,758
                                                                                           ==============
  Net Assets per share of Common Stock
  (market value--$22.625)                                                                          $27.58
                                                                                                   ======
CAPITAL STOCK AND SURPLUS DECEMBER 31, 1995
CAPITAL STOCK:
 $2.50 Cumulative Preferred Stock, $50 par value,
  asset coverage per share--$3,330.21
  Shares authorized--1,000,000; issued
  and outstanding--752,740                                                                    $ 37,637,000
 Common Stock, $.50 par value:
  Shares authorized--99,000,000; issued
  and outstanding--89,512,184                                                                   44,756,092

SURPLUS:
 Capital surplus                                                                            1,877,880,677
 Undistributed net investment income                                                              880,537
 Undistributed net realized gain                                                              50,976,673
 Net unrealized appreciation of investments                                                   490,956,402
 Net unrealized appreciation on translation of assets
  and liabilities denominated in foreign currencies*                                            3,698,377
                                                                                           --------------
                                                                                           $2,506,785,758
                                                                                           ==============


</TABLE>
- ------------
*Includes unrealized  appreciation on translation of investments  denominated in
 foreign currencies of $3,704,232.
See notes to financial statements.
                                       15
<PAGE>

TRI-CONTINENTAL CORPORATION
<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
<S>                                                                   <C>                    <C>

INVESTMENT INCOME:
 Dividends ................................................           $ 61,308,556
 Interest .................................................             15,430,041
                                                                      ------------
Total investment income (net of foreign taxes
  withheld of $554,215) ...................................                                  $ 76,738,597

EXPENSES:
 Management fee ...........................................            $ 9,761,371
 Stockholder account and
  registrar services ......................................              3,374,961
 Stockholder reports and
  communications ..........................................                560,981
 Stockholders' meeting ....................................                215,871
 Directors' fees and expenses .............................                195,424
 Auditing and legal fees ..................................                188,390
 Registration .............................................                 72,361
 Miscellaneous ............................................                137,677
                                                                      ------------
Total expenses ............................................                                   14,507,036
                                                                                            ------------
NET INVESTMENT INCOME .....................................                                 $ 62,231,561*
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS AND FOREIGN
 CURRENCY TRANSACTIONS:
 Net realized gain on investments .........................           $219,387,584
 Net realized gain from foreign
  currency transactions ...................................                730,636
 Net change in unrealized appreciation
  of investments ..........................................            301,589,307
 Net change in unrealized appreciation
  on translation of assets and liabilities
  denominated in foreign currencies .......................              1,694,560
                                                                      ------------
Net gain on investments and foreign
 currency transactions ....................................                                  523,402,087
                                                                                             -----------
INCREASE IN NET INVESTMENT ASSETS
 FROM OPERATIONS ..........................................                                 $585,633,648
                                                                                            ============
</TABLE>

- ------------
*Net investment  income available for Common Stock is $60,385,210,  which is net
 of Preferred Stock dividends of $1,881,850,  and includes net realized ordinary
 gains from foreign currency transactions of $35,499.

See notes to financial statements.


                                       16
<PAGE>
TRI-CONTINENTAL CORPORATION

STATEMENTS OF CHANGES IN NET ASSETS


                                                      Year Ended December 31,
                                              ---------------------------------
                                                    1995              1994
                                              ---------------   ---------------
OPERATIONS:
Net investment income ........................$    62,231,561   $    65,971,543
Net realized gain on investments .............    219,387,584       149,714,043
Net realized gain (loss) from foreign
currency transactions ........................        730,636          (285,314)
Net change in unrealized appreciation
of investments ...............................    301,589,307      (282,010,077)
Net change in unrealized appreciation on
translation of assets and liabilities
denominated in foreign currencies ............      1,694,560         2,003,817
                                              ---------------   ---------------
Increase (decrease) in net investment
assets from operations .......................$   585,633,648   $   (64,605,988)
                                              ---------------   ---------------
DISTRIBUTIONS TO STOCKHOLDERS:
Net investment income:
Preferred Stock (per share: $2.50 and $2.50) .$    (1,881,850)  $    (1,881,850)
Common Stock (per share: $.73 and $.79) ......    (61,298,938)      (62,142,379)
                                              ---------------   ---------------
                                              $   (63,180,788)  $   (64,024,229)
Net realized gain on investments:
Common Stock (per share: $2.01 and $1.90) ....   (169,106,048)     (149,879,009)
                                              ---------------   ---------------
Decrease in net investment assets
from distributions ...........................$  (232,286,836)  $  (213,903,238)
                                              ---------------   ---------------
CAPITAL SHARE TRANSACTIONS:
Value of shares of Common Stock issued
at market price in gain distributions
(5,310,869 and 5,366,690 shares) .............$   120,158,419   $   107,671,901
Value of shares of Common Stock issued
for investment plans (1,890,436 and
2,106,411 shares) ............................     42,080,503        46,577,919
Cost of shares purchased
for investment plans (1,837,697
and 2,142,604 shares) ........................    (40,543,318)      (47,855,965)
Net proceeds from issuance of shares of
Common Stock upon exercise of
Warrants (4,470 and 824 shares) ..............          7,866             1,549
                                              ---------------   ---------------
Increase in net investment assets
from capital share transactions ..............$   121,703,470   $   106,395,404
                                              ---------------   ---------------
Increase (decrease) in net investment
assets .......................................$   475,050,282   $  (172,113,822)

NET INVESTMENT ASSETS:
Beginning of year ............................  2,031,735,476     2,203,849,298
                                              ---------------   ---------------
End of year (including undistributed
net investment income of $880,537
and $1,794,265) ..............................$ 2,506,785,758   $ 2,031,735,476
                                              ===============   ===============
   
__________
See notes to financial statements.

                                       17
<PAGE>

TRI-CONTINENTAL CORPORATION
<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS                                                                 December 31, 1995

                                                                           Shares               Value
                                                                         __________          ____________  

COMMON STOCKS - 84.7%
<S>                                                                        <C>               <C>         
AEROSPACE - 3.7%
BOEING COMPANY                                                             225,000           $ 17,634,375
  Aircraft manufacturer
GENERAL MOTORS CORPORATION CLASS "H"                                       400,000             19,650,000
  Diversified aerospace manufacturer--missiles, satellites,
    and communication systems
LOCKHEED MARTIN CORPORATION                                                200,000             15,800,000
  Missiles and space systems, aeronautical systems, technology services
LORAL CORPORATION                                                          600,000             21,225,000
  Military electronic equipment
UNITED TECHNOLOGIES CORPORATION                                            200,000             18,975,000
  Manufacturer of elevators, jet engines, flight systems, and
    automotive parts
                                                                                             ------------
                                                                                             $ 93,284,375
                                                                                             ------------
AUTOMOTIVE AND RELATED - 2.6%
AUTOLIV (ADRs)+*                                                           135,000            $ 7,897,500
  Swedish supplier of safety restraint systems
DANA CORPORATION                                                           400,000             11,700,000
  Original equipment for trucks; fluid power systems
EATON CORPORATION                                                          225,000             12,065,625
  Equipment for trucks and automobiles
GENUINE PARTS COMPANY                                                      330,000             13,530,000
  Supplier of auto parts
HARLEY-DAVIDSON INC.                                                       500,000             14,375,000
  Motorcycle manufacturer
VOLKSWAGEN AG                                                               20,000              6,696,833
  Manufacturer of automobiles
                                                                                             ------------
                                                                                             $ 66,264,958
                                                                                             ------------

BASIC MATERIALS - 1.0%
ALUMINUM COMPANY OF AMERICA                                                200,000           $ 10,575,000
  U.S. aluminum producer
NUCOR CORPORATION                                                          200,000             11,425,000
  Mini-mill steel production
POHANG IRON & STEEL (ADSs)                                                 125,000              2,734,375
  Korean steel manufacturer
                                                                                             ------------
                                                                                             $ 24,734,375
                                                                                             ------------

BUILDING AND CONSTRUCTION - 1.3%
FLUOR CORPORATION                                                          300,000           $ 19,800,000
  Engineering and related services
SHERWIN-WILLIAMS CORPORATION                                               300,000             12,225,000
  Paints and allied products
                                                                                             ------------
                                                                                             $ 32,025,000
                                                                                             ------------

CHEMICALS - 4.3%
AIR PRODUCTS AND CHEMICALS                                                 200,000           $ 10,550,000
  Industrial gases and chemicals
BAYER AG                                                                    40,000             10,603,550
  Producer of specialty chemicals, pharmaceuticals, and plastics
DOW CHEMICAL COMPANY                                                       250,000             17,593,750
  Diversified chemicals

</TABLE>


                                       18
<PAGE>

TRI-CONTINENTAL CORPORATION
<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS (Continued)                                                    December 31, 1995

                                                                           Shares               Value
                                                                         __________          ____________  
<S>                                                                      <C>                 <C>         
CHEMICALS (continued)
EUROPEAN VINYLS CORPORATION                                                162,000            $ 4,201,119
  Market leaders in PVC industry
GREAT LAKES CHEMICAL CORPORATION                                           300,000             21,600,000
  Specialty chemicals
MONSANTO COMPANY                                                           150,000             18,375,000
  Fat substitutes, herbicides, industrial chemicals, pharmaceuticals
MORTON INTERNATIONAL, INC.                                                 350,000             12,556,250
  Adhesives, coatings, and specialty products
OLIN CORPORATION                                                           150,000             11,137,500
  Chemicals; defense products and ammunition; metals
                                                                                             ------------
                                                                                             $106,617,169
                                                                                             ------------

COMMUNICATIONS - 4.2%
ALCATEL ALSTHOM COMPAGNIE GENERALE D'ELECTRICITE                            65,000            $ 5,593,193
  French developer of equipment and systems for
    public telecommunications
ALLTEL CORPORATION                                                         500,000             14,750,000
  Telephone utility
AMERICAN TELEPHONE & TELEGRAPH COMPANY                                     300,000             19,425,000

  INTERNATIONAL AND DOMESTIC TELECOMMUNICATIONS SERVICES
FRONTIER CORPORATION                                                       400,000             12,000,000
  Telephone utility
GTE CORPORATION                                                            600,000             26,400,000
  Telephone systems and equipment
INDOSAT (ADRs)                                                              31,200              1,138,800
  International telecommunications to the Indonesian market
TELE DANMARK (ADSs)                                                        380,000             10,497,500
  Domestic and international telephone services
    in Denmark
TELECOM ITALIA-DI RISP                                                   2,526,000              3,089,101
  Provider of the whole spectrum of
    telecommunications services throughout Italy
TELECOM ITALIA MOBILE-DI RISP                                            2,526,000              2,656,436
  Provider of the whole spectrum of mobile
    telecommunications services throughout Italy
U.S. WEST, INC.                                                            300,000             10,725,000
  Telephone utility
                                                                                             ------------
                                                                                             $106,275,030
                                                                                             ------------

COMPUTER AND BUSINESS SERVICES - 2.4%
FIRST DATA CORPORATION                                                     250,000           $ 16,718,750
  Information processing services
HEWLETT-PACKARD COMPANY                                                    100,000              8,375,000
  Computers and peripherals
INTEL CORPORATION                                                          300,000             17,043,750
  Semiconductors/memory circuits
MICROSOFT CORPORATION*                                                     150,000             13,171,875
  Computer software
OLIVETTI & C SPA                                                         6,500,000              5,210,642
  PCs, minicomputers, workstations, and peripherals
                                                                                             ------------
                                                                                             $ 60,520,017
                                                                                             ------------
</TABLE>



                                       19
<PAGE>

TRI-CONTINENTAL CORPORATION

<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS (Continued)                                                    December 31, 1995

                                                                           Shares               Value
                                                                         __________          ____________
<S>                                                                      <C>                 <C>         
CONSUMER GOODS AND SERVICES - 12.7%
ADIDAS AG                                                                  115,960            $ 6,118,878
  Sporting equipment, footware
ALLIED-DOMECQ PLC                                                          870,000              7,088,075
  International food, drink, and hospitality group
B.A.T. INDUSTRIES PLC                                                    1,440,000             12,681,718
  UK financial services and tobacco company
THE CLOROX COMPANY                                                         250,000             17,906,250
  Household products and specialty tools
COCA-COLA COMPANY                                                          200,000             14,850,000
  Soft drinks, consumer products
COLGATE-PALMOLIVE COMPANY                                                  450,000             31,612,500

  HOUSEHOLD AND PERSONAL CARE PRODUCTS
CPC INTERNATIONAL INC.                                                     300,000             20,587,500
  International food company
EASTMAN KODAK COMPANY                                                      400,000             26,800,000
  Film, chemicals, and health care products
GENERAL MILLS, INC.                                                        200,000             11,550,000
  Consumer foods and restaurants
GILLETTE COMPANY                                                           300,000             15,637,500
  Personal care products
HASBRO, INC.                                                               500,000             15,500,000
  Manufacturer of games and hobby products; infant products
LIZ CLAIBORNE, INC.                                                        600,000             16,650,000
  Designer and distributor of women's apparel
PEPSICO, INC.                                                              275,000             15,365,625
  Soft drinks and consumer products
PHILIP MORRIS COMPANIES, INC.                                              175,000             15,837,500
  Tobacco, food, and beverage manufacturer
PROCTER & GAMBLE COMPANY                                                   250,000             20,750,000
  Household and personal care products
RJR Nabisco Holdings Corporation                                           500,000             15,437,500

  PROCESSED FOODS, CONSUMER PRODUCTS
RUBBERMAID INCORPORATED                                                    800,000             20,400,000
  Manufacturer of plastic and rubber household products
SARA LEE CORPORATION                                                       600,000             19,125,000
  Processed foods, consumer products
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.                                      35,000                809,375
  Manufacturer of cigarette paper
WENDY'S INTERNATIONAL, INC.                                                700,000             14,875,000
  Fast food restaurant franchise
                                                                                             ------------
                                                                                             $319,582,421
                                                                                             ------------

DIVERSIFIED - 2.6%
ALLIED-SIGNAL, INC.                                                        400,000           $ 19,000,000
  Aerospace and automotive materials
CORNING, INC.                                                              350,000             11,200,000
  Specialty glass products
DOVER CORPORATION                                                          350,000             12,906,250
  Elevators; petroleum equipment; and industrial products
TENNECO, INC.                                                              456,300             22,643,887
 
                                                                                             ------------
 Natural gas pipelines; shipbuilding; auto parts; chemicals; plastic packaging               $ 65,750,137
                                                                                             ------------
</TABLE>

                                       20
<PAGE>

TRI-CONTINENTAL CORPORATION

<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS (Continued)                                                    December 31, 1995

                                                                           Shares               Value
                                                                         __________          ____________  
<S>                                                                      <C>                 <C>         
DRUGS AND HEALTH CARE - 6.6%
ABBOTT LABORATORIES                                                        300,000           $ 12,525,000
  Diversified health care products
AMERICAN HOME PRODUCTS CORPORATION                                         200,000             19,400,000
  Pharmaceuticals, food, and housewares
BAUSCH & LOMB, INCORPORATED                                                565,000             22,388,125
  Sunglasses, eye care products
BRISTOL-MYERS SQUIBB COMPANY                                               250,000             21,468,750
  Health and personal care products
GUIDANT CORPORATION                                                        450,000             19,012,500
  Cardiac rhythm management and coronary artery disease intervention
MERCK & CO., INC.                                                          300,000             19,725,000
  Pharmaceutical company
PHARMACIA & UPJOHN, INC.                                                   200,000              7,750,000
  Pharmaceutical manufacturer
UNITED HEALTHCARE CORPORATION                                              350,000             22,925,000
  National managed health care company
WARNER-LAMBERT COMPANY                                                     200,000             19,425,000
  Drug, toiletries, and food manufacturer
                                                                                             ------------
                                                                                             $164,619,375
                                                                                             ------------

ELECTRIC AND GAS UTILITIES - 2.3%
BRITISH GAS PLC (ADRs)                                                     115,000            $ 4,485,000
  Major gas supplier in UK
CHINA LIGHT & POWER CO. LTD. (ADRs)                                      1,000,000              4,604,200
  Electric utility in Hong Kong and China
EMPRESA NACIONAL DE ELECTRICIDAD (ADRs)                                    132,000              7,557,000
  Major electric utility in Spain
HUANENG POWER INTERNATIONAL (ADRs)*                                        220,000              3,162,500
  Flagship power company of China
SONAT INC.                                                                 550,000             19,593,750
  Oil and gas production and pipelines
THE WILLIAMS COMPANIES, INC.                                               400,000             17,550,000
  Oil and gas production and pipelines
                                                                                             ------------
                                                                                             $ 56,952,450
                                                                                             ------------

ELECTRONICS - 2.3%
AMP INC.                                                                   320,000           $ 12,280,000
  Manufacturer of electronic connectors and systems
APPLIED MATERIALS, INC.                                                    350,000             13,759,375
  World's largest supplier of semiconductor fabrication equipment
MOTOROLA INC.                                                              275,000             15,675,000
  Producer of semiconductors and communications equipment

PHILIPS ELECTRONICS N.V. (ADRS)                                            100,000              3,587,500
  Consumer and industrial electronics
TERADYNE, INC.                                                             500,000             12,500,000
  Semiconductor test equipment
                                                                                             ------------
                                                                                             $ 57,801,875
                                                                                             ------------

ENERGY - 7.7%
AMOCO CORPORATION                                                          400,000           $ 28,750,000
  Oil and gas producer
ANADARKO PETROLEUM COMPANY                                                 193,000             10,446,125
  Oil and gas exploration, development, and production
</TABLE>

                                       21
<PAGE>

TRI-CONTINENTAL CORPORATION

<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS (Continued)                                                    December 31, 1995

                                                                           Shares               Value
                                                                         __________          ____________  
<S>                                                                      <C>                 <C>         

ENERGY (continued)
ATLANTIC RICHFIELD COMPANY                                                 125,000           $ 13,843,750
  Oil producer and West Coast marketer
BAKER HUGHES INCORPORATED                                                  500,000             12,187,500
  Oil service company
ENRON CORPORATION                                                          500,000             19,062,500
  Pipeline exploration and production
EXXON CORPORATION                                                          300,000             24,037,500
  Integrated oil and gas company
PANHANDLE EASTERN CORPORATION                                              750,000             20,906,250

  OIL AND GAS PRODUCTION AND PIPELINES
SCHLUMBERGER LTD.                                                          300,000             20,775,000
  Worldwide energy services
TEXACO INC.                                                                300,000             23,550,000
  International oil company
TOTAL S.A. CLASS "B"                                                        75,000              5,051,972
  International oil enterprise
UNION PACIFIC RESOURCES GROUP INC.                                         200,000              5,075,000
  Producer of natural gas
USX-MARATHON GROUP, INC.                                                   500,000              9,750,000
  Worldwide oil and gas producer and refiner
                                                                                             ------------
                                                                                             $193,435,597
                                                                                             ------------

ENTERTAINMENT AND LEISURE - 1.3%
DISNEY (WALT) COMPANY                                                      300,000           $ 17,700,000
  Film entertainment, amusement parks, and
    other forms of leisure related activities
NEWS CORP. LTD. (ADRs)                                                     260,000              5,557,500
  Worldwide media and television provider
NEWS CORP. LTD. (ADRs--Voting Preference Shares)                           130,000              2,502,500
  Worldwide media and television provider
U.S. WEST MEDIA, INC.                                                      300,000              5,700,000
  Cable television operator
                                                                                             ------------
                                                                                             $ 31,460,000
                                                                                             ------------

ENVIRONMENTAL MANAGEMENT - 0.3%
BROWNING-FERRIS INDUSTRIES, INC.                                           250,000           $  7,375,000
                                                                                             ------------
  Solid- and liquid-waste management services

FINANCE AND INSURANCE - 9.3%
AMERICAN INTERNATIONAL GROUP, INC.                                         300,000           $ 27,750,000
  International insurance holding company
AXA S.A.                                                                    75,000              5,044,329
  Provider of financial services and insurance
BANKAMERICA CORPORATION                                                    300,000             19,425,000
  Largest commercial bank in California and Western states
BANK OF NEW YORK COMPANY, INC.                                             400,000             19,500,000
  Commercial bank
CORPORACION BANCARIA DE ESPANA, S.A. (ADRs)                                489,000              9,841,125
  Spanish banking and financial services company
FEDERAL NATIONAL MORTGAGE ASSOCIATION                                      100,000             12,412,500
  Mortgage financing
GENERAL RE CORPORATION                                                     140,000             21,700,000
  Largest property casualty re-insurer in the US
</TABLE>


                                       22
<PAGE>

TRI-CONTINENTAL CORPORATION

<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS (Continued)                                                    December 31, 1995

                                                                           Shares               Value
                                                                         _________           ____________  
<S>                                                                      <C>                 <C>         

FINANCE AND INSURANCE (continued)
Grupo Financiero Banamex Accival, S.A. Class "B"                         2,176,000            $ 3,626,196
  One of the largest financial companies in Mexico
    involved in banking and stockbroking
HOUSEHOLD INTERNATIONAL, INC.                                              350,000             20,693,750
  Consumer loans, credit cards, equity loans, and life insurance
INTERNATIONALE NEDERLANDEN BANK N.V.                                       166,846             11,123,067
  Largest banking and insurance services group in the Netherlands
MBNA CORPORATION                                                           300,000             11,062,500
  Issuer of bank credit cards
MORGAN (J.P.) & CO., INC.                                                  300,000             24,075,000
  Commercial and wholesale banking, based in New York
ST. PAUL COMPANIES                                                         200,000             11,125,000
  Property and casualty insurance
SOCIETE GENERALE                                                            35,711              4,403,374
  Provider of full banking and financial services
STATE STREET BOSTON CORPORATION                                            350,000             15,750,000
  Northeast bank
TRAVELERS INCORPORATED                                                     250,000             15,718,750
  Broad-based financial services company
                                                                                             ------------
                                                                                             $233,250,591
                                                                                             ------------

MANUFACTURING AND
  INDUSTRIAL EQUIPMENT - 5.3%
BBC BROWN BOVERI (ADRs)                                                     88,500           $ 10,306,347
  Manufacturer of heavy equipment for electric power
    generation and distribution
BTR PLC                                                                  1,300,000              6,637,262
  UK Global manufacturer of industrial goods
EMERSON ELECTRIC CO.                                                       250,000             20,437,500
  Electric motors, hand-held tools, and miscellaneous electric equipment
GENERAL ELECTRIC COMPANY                                                   500,000             36,000,000
  Supplier of electrical equipment and other industrial and
    consumer products
GENERAL SIGNAL CORPORATION                                                 450,000             14,568,750
  Capital goods producer
ILLINOIS TOOL WORKS, INC.                                                  275,000             16,225,000
  Manufacturer of fasteners, tools, and plastic items
MANNESMANN                                                                  15,000              4,766,794
  Plant and machinery construction; automotive technology
MINNESOTA MINING & MANUFACTURING COMPANY                                   300,000             19,875,000
  Consumer and industrial goods and services
PACIFIC DUNLOP LTD.                                                      1,500,000              3,509,494
  Australian manufacturer of a wide range of products
                                                                                             ------------
                                                                                             $132,326,147
                                                                                             ------------

PAPER AND FOREST PRODUCTS - 2.7%
BOWATER INCORPORATED                                                       250,000            $ 8,875,000
  Manufacturer of newsprint and coated paper
INTERNATIONAL PAPER COMPANY                                                350,000             13,256,250
  Paper and paper products; specialty products; wood and timber
KIMBERLY-CLARK CORPORATION                                                 350,000             28,962,500
  Consumer paper products; newsprint
</TABLE>


                                       23
<PAGE>

TRI-CONTINENTAL CORPORATION

<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS (Continued)                                                    December 31, 1995

                                                                           Shares               Value
                                                                         __________          ____________  
<S>                                                                      <C>                 <C>         
PAPER AND FOREST PRODUCTS (continued)
LOUISIANA-PACIFIC CORPORATION                                              500,000           $ 12,125,000
  Lumber, plywood, and pulp
STORA KOPPARBERGS CLASS "B"                                                290,000              3,472,792
  Manufactuer of forestry products
                                                                                             ------------
                                                                                             $ 66,691,542
                                                                                             ------------

PUBLISHING - 2.2%
DONNELLEY (R.R.) & SONS COMPANY                                            300,000           $ 11,812,500
  Printing and computer services
GANNET CO., INC.                                                           200,000             12,275,000
  Newspapers, radio and TV broadcasting
READER'S DIGEST ASSOCIATION INC. CLASS "A"                                 250,000             12,812,500
  Publisher of periodicals, books, videos, and records
REED ELSEVIER                                                              650,000              8,650,498
  Global printer and publisher of professional trade journals
    and magazines
TRIBUNE CO.                                                                150,000              9,168,750
  Book publishing, newsprint operations
                                                                                             ------------
                                                                                             $ 54,719,248
                                                                                             ------------

REAL ESTATE INVESTMENT TRUSTS - 1.5%
AVALON PROPERTIES, INC.                                                    500,000           $ 10,750,000
  REIT focusing on apartment properties in the Eastern United
    States
KIMCO REALTY CORPORATION                                                   450,000             12,262,500
  High-quality REIT operator of shopping centers
SECURITY CAPITAL INDUSTRIAL TRUST                                          400,000              7,000,000
  Real estate investment trust
SECURITY CAPITAL PACIFIC TRUST                                             400,000              7,900,000
  Real estate investment trust involved in multi-family residential
    properties
                                                                                             ------------
                                                                                             $ 37,912,500
                                                                                             ------------

RETAIL TRADE - 6.3%
AMERICAN STORES COMPANY                                                    750,000           $ 20,062,500
  Food retailer
DILLARD DEPARTMENT STORES INC.                                             400,000             11,400,000
  Major department store chain
LOWE'S COMPANIES, INC.                                                     600,000             20,100,000
  Building products, retail and wholesale
MAY DEPARTMENT STORES COMPANY                                              600,000             25,350,000

  LARGE DEPARTMENT STORE CHAIN
NORDSTROM, INC.                                                            400,000             16,150,000
  Department store chain
THE PEP BOYS - MANNY, MOE AND JACK                                         500,000             12,812,500
  Auto parts store
SEARS, ROEBUCK & COMPANY                                                   400,039             15,601,521
  Major department store
WAL-MART STORES, INC.                                                    1,000,000             22,375,000
  Largest discount retail chain
WOOLWORTH CORPORATION                                                    1,000,000             13,000,000
  Discount and variety retailer
                                                                                             ------------
                                                                                             $156,851,521
                                                                                             ------------
</TABLE>

                                       24
<PAGE>

TRI-CONTINENTAL CORPORATION
<TABLE>
<CAPTION>

PORTFOLIO OF INVESTMENTS (Continued)                                                    December 31, 1995

                                                                            Shares
                                                                         or Prin. Amt.           Value
                                                                         _____________       ____________
<S>                                                                    <C>                 <C>         
TRANSPORTATION - 2.1%
CALIBER SYSTEM, INC.                                                      355,000 shs.     $   17,306,250
  Motor carrier
CONRAIL INC.                                                              250,000              17,500,000
  Freight railroad system
JURONG SHIPYARD LTD.                                                      425,000               3,275,472
  Leading ship repair company in Singapore
NORFOLK SOUTHERN CORPORATION                                              200,000              15,875,000
  Railroad holding company, motor carrier
                                                                                           --------------
                                                                                           $   53,956,722
                                                                                           --------------
TOTAL COMMON STOCKS
  (Cost: $1,651,233,536)                                                                   $2,122,406,050
                                                                                           --------------

CONVERTIBLE ISSUES - 7.2%

CONVERTIBLE DEBENTURES - 3.4%

AUTOMOTIVE AND RELATED - 0.8%
Exide Corporation, 2.90%, 12/15/2005+                                 $14,000,000           $  10,115,000
Magna International Inc., 5%, 10/15/2002                               10,000,000              10,175,000
                                                                                            -------------
                                                                                            $  20,290,000
                                                                                            -------------

COMPUTER AND BUSINESS SERVICES - 0.5%
EMC Corporation, 4 1/4%, 1/1/2001                                      13,000,000           $  12,935,000
                                                                                            -------------

DIVERSIFIED - 0.9%


Cooper Industries Inc., 7.05%, 1/1/2015                                10,000,000           $  10,350,000
                                                                                            -------------
MascoTech Inc., 4 1/2%, 12/15/2006                                     15,000,000              11,737,500
                                                                                            -------------
                                                                                            $  22,087,500
                                                                                            -------------

FINANCE AND INSURANCE - 0.4%
AXA S.A., 6%, 1/1/2001                                                  3,614,185           $   4,748,136
Liberty Life International, 6 1/2%, 9/30/2004                           3,500,000               4,602,500
                                                                                            -------------
                                                                                            $   9,350,636
                                                                                            -------------

MANUFACTURING AND
 INDUSTRIAL EQUIPMENT - 0.5%
Teco Electrical and Machinery, 2 3/4%, 4/15/2004                        3,000,000               2,351,250
TriMas Corporation, 5%, 8/1/2003                                       10,000,000               9,800,000
                                                                                            -------------
                                                                                            $  12,151,250
                                                                                            -------------

PACKAGING AND PAPER - 0.1%
Land and General Berhad, 4 1/2%, 7/26/2004                              3,000,000           $   3,397,500

                                                                                            _____________

TRANSPORTATION - 0.2%
Nippon Yusen, 2%, 9/29/2000                                             4,879,227           $   5,757,488
                                                                                            -------------

TOTAL CONVERTIBLE DEBENTURES
  (COST: $83,556,270)                                                                       $  85,969,374
                                                                                            -------------
</TABLE>



                                       25
<PAGE>

TRI-CONTINENTAL CORPORATION

<TABLE>
<CAPTION>
PORTFOLIO OF INVESTMENTS (Continued)                                                    December 31, 1995

                                                                           Shares               Value
                                                                         __________          ____________
<S>                                                                      <C>               <C>         

CONVERTIBLE PREFERRED STOCKS - 3.8%

COMPUTER AND BUSINESS SERVICES - 0.9%
General Motors Corporation Series "C", $3.25                              325,000           $  23,806,250
                                                                                            -------------

DIVERSIFIED - 0.5%
Corning Inc. (Delaware), 6%                                               250,000           $  12,593,750
                                                                                            -------------

FINANCE AND INSURANCE - 1.4%
Citicorp, $5.375+                                                         100,000           $  18,312,500
Travelers Incorporated, 5 1/2%                                            180,000              15,705,000

                                                                                            _____________
                                                                                            $  34,017,500
                                                                                            -------------

STEEL - 1.0%
AK Steel Holdings Corporation, 7%                                         350,000           $  11,965,625
Bethlehem Steel Corporation, $3.50+                                       300,000              13,125,000
                                                                                            -------------
                                                                                            $  25,090,625
                                                                                            -------------

TOTAL CONVERTIBLE PREFERRED STOCKS
  (COST: $79,637,560)                                                                       $  95,508,125
                                                                                            -------------

TOTAL CONVERTIBLE ISSUES
  (COST: $163,193,830)                                                                      $ 181,477,499
                                                                                            -------------

TRI-CONTINENTAL FINANCIAL DIVISION++ - 1.2%
  (COST: $25,844,937)                                                                       $  31,049,388

                                                                                            _____________

SHORT-TERM HOLDINGS - 4.1%
  (COST: $103,000,000)                                                                      $ 103,000,000
                                                                                            -------------

TOTAL INVESTMENTS - 97.2%
  (COST: $1,943,272,303)                                                                   $2,437,932,937

OTHER ASSETS LESS LIABILITIES - 2.8%                                                           68,852,821

                                                                                           --------------
NET INVESTMENT ASSETS - 100.0%                                                             $2,506,785,758
                                                                                           ==============

</TABLE>

- ------------------------------------------
 *Non-income producing security.
 +Rule 144A security.
 ++Restricted securities, see note 6 to financial statements.  
Descriptions of companies have not been audited by Deloitte & Touche LLP.
See notes to financial statements.

                                       26
<PAGE>

NOTES TO FINANCIAL STATEMENTS

1.  Significant  accounting  policies  followed,  all  in  conformity  with
generally accepted accounting principles, are given below:

  a. Investments in stocks,  bonds, limited partnership  interests,  and
     short-term  holdings  maturing  in more than 60 days are  valued at current
     market  values or, in their  absence,  fair value  determined in accordance
     with procedures  approved by the Board of Directors.  Securities  traded on
     national exchanges are valued at last sales prices or, in their absence and
     in the case of over-the-counter securities, a mean of bid and asked prices.
     Short-term  holdings  maturing  in 60 days or less are valued at  amortized
     cost.

  b. The books and records of the  Corporation  are  maintained  in U.S.
     dollars.  The market value of  investment  securities  and other assets and
     liabilities  denominated in foreign  currencies  are  translated  into U.S.
     dollars at the  closing  daily rate of  exchange  as  reported by a pricing
     service. Purchases and sales of investment securities, income, and expenses
     are translated into U.S. dollars at the rate of exchange  prevailing on the
     respective dates of such transactions.

          The  Corporation  separates  that portion of the results of operations
     resulting from changes in the foreign  exchange rates from the fluctuations
     arising  from  changes  in the  market  prices  of  securities  held in the
     portfolio.  Similarly,  the Corporation  separates the effect of changes in
     foreign  exchange rates from the  fluctuations  arising from changes in the
     market prices of portfolio securities sold during the period.

  c. The Corporation may enter into forward currency  contracts in order
     to hedge its exposure to changes in foreign currency  exchange rates on its
     foreign  portfolio  holdings,  or other  amounts  receivable  or payable in
     foreign currency.  A forward contract is a commitment to purchase or sell a
     foreign  currency at a future date at a negotiated  forward  rate.  Certain
     risks may arise upon  entering  into  these  contracts  from the  potential
     inability  of  counterparties  to meet the  terms of their  contracts.  The
     contracts  are valued daily at current  exchange  rates and any  unrealized
     gain or loss is included in net unrealized  appreciation or depreciation on
     translation of assets and liabilities denominated in foreign currencies and
     forward  currency  contracts.  The gain or loss,  if any,  arising from the
     difference  between the  settlement  value of the forward  contract and the
     closing of such  contract,  is included in net  realized  gain or loss from
     foreign currency transactions.

 d.  There is no  provision  for  federal  income  or excise  tax.  The
     Corporation has elected to be taxed as a regulated  investment  company and
     intends to  distribute  substantially  all  taxable net income and net gain
     realized.

 e.  Investment  transactions  are recorded on trade dates.  Identified
     cost of investments sold is used for both financial  statements and federal
     income tax  purposes.  Dividends  receivable  and payable  are  recorded on
     ex-dividend dates.  Interest income is recorded on the accrual basis.

  f. The  treatment for financial  statement  purposes of  distributions
     made during the year from net  investment  income or net realized gains may
     differ from their ultimate treatment for federal income tax purposes. These
     differences  primarily  are  caused  by  differences  in the  timing of the
     recognition of certain  components of income,  expense or capital gain, and
     the  recharacterization  of  foreign  exchange  gains or  losses  to either
     ordinary  income or realized  capital gain for federal income tax purposes.
     Where such  differences are permanent in nature,  they are  reclassified in
     the   components  of  net   investment   assets  based  on  their  ultimate
     characterization for federal income tax purposes. Any such reclassification
     will have no effect on net  assets,  results  of  operations,  or net asset
     value per share of the Corporation.

                                       27
<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)

2. Under the  Corporation's  Charter,  dividends  on the Common  Stock cannot be
declared  unless net assets,  after such  dividends  and  dividends on Preferred
Stock,  equal  at least  $100 per  share of  Preferred  Stock  outstanding.  The
Preferred Stock is subject to redemption at the Corporation's option at any time
on 30 days'  notice at $55 per share (or a total of  $41,400,700  for the shares
outstanding)  plus accrued  dividends,  and entitled in  liquidation  to $50 per
share plus accrued dividends.

   The  Corporation,  in connection with its Automatic  Dividend  Investment and
Cash Purchase Plan and other  Stockholder  plans,  acquires and issues shares of
its own Common  Stock,  as needed,  to satisfy Plan  requirements.  For the year
ended December 31, 1995,  1,837,697 shares were purchased from Plan participants
and on the open market at a cost of  $40,543,318  which  represented  a weighted
average  discount of 16.6% from the net asset value of those acquired  shares. A
total of 1,890,436 shares were issued to Plan  participants  during the year for
proceeds of  $42,080,503,  a discount of 16.9% from the net asset value of those
shares.

   At December  31,  1995,  209,491  shares of Common  Stock were  reserved  for
issuance upon exercise of 15,472 Warrants,  each of which entitled the holder to
purchase 13.54 shares of Common Stock at $1.66 per share.  Assuming the exercise
of all Warrants  outstanding at December 31, 1995,  net investment  assets would
have  increased  by $347,755  and the net asset value of the Common  Stock would
have been $27.52 per share.  The number of Warrants  exercised  during the years
1995 and 1994, was 350 and 69, respectively.

3.   Purchases  and  sales  of  portfolio   securities,   excluding   short-term
investments,  amounted to $1,328,927,398 and  $1,465,483,623,  respectively.  At
December 31, 1995, the cost of  investments  for federal income tax purposes was
substantially the same as the cost for financial reporting purposes, and the tax
basis gross unrealized  appreciation  and depreciation of portfolio  securities,
including the effects of foreign currency transactions, amounted to $528,766,920
and $34,106,286, respectively.

4. At December 31, 1995, the  Corporation  owned  short-term  investments  which
matured in less than 7 days.

5. J. & W. Seligman & Co.  Incorporated  (the "Manager")  manages the affairs of
the Corporation and provides necessary personnel and facilities. Compensation of
all  officers of the  Corporation,  all  directors  of the  Corporation  who are
employees or  consultants of the Manager,  and all personnel of the  Corporation
and the Manager is paid by the Manager.  The Manager receives a fee,  calculated
daily and payable monthly,  equal to a percentage of the Corporation's daily net
assets at the close of business on the previous business day. The management fee
rate is calculated on a sliding scale of 0.45% to 0.375%, based on average daily
net  assets  of  all  the  investment  companies  managed  by the  Manager.  The
management fee for the year ended December 31, 1995, was equivalent to an annual
rate of 0.42% of the  average  daily  net  assets of the  Corporation.  Seligman
Henderson  Co. (the  "Subadviser"),  a 50% owned  affiliate of the  Manager,  is
entitled to a portion of the Manager's fee for acting as subadviser  for certain
of the international investments of the Corporation.

   Seligman  Data  Corp.,  owned  by  the  Corporation  and  certain  associated
investment companies, charged the Corporation at cost $3,339,270 for stockholder
account  services.  The  Corporation's  investment  in  Seligman  Data Corp.  is
recorded at a cost of $43,681.

   Certain  officers and directors of the  Corporation are officers or directors
of the Manager, the Subadviser, and/or Seligman Data Corp.

   Fees of $85,000  were  incurred  by the  Corporation  for legal  services  of
Sullivan & Cromwell, a member of which firm is a director of the Corporation.


                                       28
<PAGE>


   Notes to Financial Statements (continued)

   The  Corporation  has a compensation  arrangement  under which  directors who
receive fees may elect to defer receiving such fees.  Interest is accrued on the
deferred  balances.  The annual  cost of such fees and  interest  is included in
directors' fees and expenses,  and the  accumulated  balance thereof at December
31, 1995,  of $387,419 is included in other  liabilities.  Deferred fees and the
related  accrued  interest are not  deductible  for federal  income tax purposes
until such amounts are paid.

6.  At  December  31,  1995,  the  Tri-Continental  Financial  Division  of  the
Corporation  was  comprised  of four  investments  that were  purchased  through
private  offerings  and  cannot be sold  without  prior  registration  under the
Securities Act of 1933 or pursuant to an exemption therefrom.  These investments
are valued at fair value as determined in accordance with procedures approved by
the Board of Directors of the Corporation.  The acquisition dates of investments
in the  limited  partnerships  and  stock,  along  with their cost and values at
December 31, 1995, are as follows:
<TABLE>
<CAPTION>
<S>                                  <C>                         <C>                   <C>        
          Investments                Acquisition Date(s)             Cost                  Value
- ----------------------------------   ------------------          -----------           -----------

Tempest Reinsurance Company Ltd.     9/13/93                     $10,000,000           $13,384,000
Water Street Corporate Recovery
 Fund I, L.P.                        10/9/90 to 12/22/95           1,193,271               972,563
WCAS Capital Partners II, L.P.       12/11/90 to 10/10/95          7,725,660             8,688,509
Whitney Subordinated Debt Fund, L.P. 7/12/89 to 12/22/95           6,926,006             8,004,316
                                                                 -----------           -----------
  Total                                                          $25,844,937           $31,049,388
                                                                 ===========           ===========
</TABLE>

7. Following  is a summary of unaudited  quarterly  results of  operations,  in
thousands of dollars except for per share amounts:
<TABLE>
<CAPTION>

                                                  For quarters ended in the year 1995
                                 ---------------------------------------------------------------------
<S>                              <C>                 <C>                <C>                  <C>    
                                  March 31            June 30            Sept. 30             Dec. 31
                                 ---------           --------           ---------            --------

Total investment income          $  18,606           $ 20,059           $  17,445            $ 20,629
Net investment income for
  Common Stock                   $  14,661           $ 15,906           $  13,331            $ 16,452
  Per Common share               $    0.17           $   0.19           $    0.16            $   0.20
Net realized and unrealized
  investment gain                $ 132,012           $159,391           $ 118,105            $113,894
  Per Common Share               $    1.56           $   1.88           $    1.39            $   1.34

</TABLE>
<TABLE>
<CAPTION>
                                                  For quarters ended in the year 1994
                                 ---------------------------------------------------------------------
<S>                              <C>                 <C>                <C>                  <C>    
                                  March 31            June 30            Sept. 30             Dec. 31
                                 ---------           --------           ---------            --------

Total investment income          $  17,474           $ 20,844           $  20,662            $ 20,697
Net investment income for
 Common Stock                    $  13,479           $ 16,919           $  16,847            $ 16,845
 Per Common share                $    0.17           $   0.21           $    0.21            $   0.21
Net realized and unrealized
 investment gain (loss)          $(79,263)           $(58,099)          $  48,127            $(41,343)
 Per Common Share                $  (1.00)           $  (0.74)          $    0.60            $  (0.53)
</TABLE>


                                       29
<PAGE>

FINANCIAL HIGHLIGHTS

The  Corporation's  financial  highlights  are  presented  below.  The per share
operating performance data is designed to allow investors to trace the operating
performance,  on a per Common share basis, from the Corporation's  beginning net
asset  value to the  ending  net asset  value so that they can  understand  what
effect the  individual  items  have on their  investment,  assuming  it was held
throughout the year. Generally,  the per share amounts are derived by converting
the actual dollar amounts  incurred for each item, as disclosed in the financial
statements, to their equivalent per Common share amounts.

The total  investment  return based on market value  measures the  Corporation's
performance assuming investors purchased shares of the Corporation at the market
value as of the  beginning of the period,  invested  dividends and capital gains
paid as provided for in the  Corporation's  Prospectus  and  Automatic  Dividend
Investment  and Cash  Purchase  Plan,  and then sold their shares at the closing
market  value per  share on the last day of the  period.  The  total  investment
return  based  on  net  asset  value  is  similarly  computed  except  that  the
Corporation's net asset value is substituted for the corresponding market value.
The total investment  return  computations do not reflect any sales  commissions
investors may incur in purchasing or selling shares of the Corporation.

The ratios of  expenses  to average  net  assets  and net  investment  income to
average  net  assets  for the  years  presented  do not  reflect  the  effect of
dividends paid to Preferred Stockholders.
<TABLE>
<CAPTION>

                                                                Year Ended December 31,
                                       ------------------------------------------------------------------
<S>                                    <C>           <C>             <C>           <C>           <C>     
                                        1995           1994           1993           1992          1991
                                       --------      --------        -------       --------      --------
PER SHARE OPERATING PERFORMANCE:
Net asset value,

 beginning of year                     $  23.70      $  27.49        $ 28.03       $  28.57      $  24.60
                                       --------      --------        -------       --------      --------
Net investment income                       .74           .83            .83            .81           .81
Net realized and unrealized
 investment gain (loss)                    6.14        (1.69)           1.46           1.19          5.79
Net realized and unrealized
 gain on foreign currency transactions      .03           .02             --             --            --
                                       --------      --------        -------       --------      --------
Increase (decrease) from
 investment operations                     6.91         (.84)           2.29           2.00          6.60
Dividends paid on
 Preferred Stock                          (.02)         (.03)          (.03)          (.03)         (.03)
Dividends paid on
 Common Stock                             (.73)         (.79)          (.80)          (.78)         (.78)
Distribution from
 net gain realized                       (2.01)        (1.90)         (1.80)          (.70)        (1.80)
Issuance of Common Stock
 in gain distributions                    (.27)         (.23)          (.19)          (.05)         (.02)
Issuance of Common Stock
 upon Warrant exercise                      --            --           (.01)            --            --
Issuance of Common Stock
 from exercise of Rights                    --            --              --          (.97)           --
Rights offering costs                       --            --              --          (.01)           --
                                       --------      --------        -------       --------      --------
Net increase (decrease)
 in net asset value                        3.88        (3.79)          (.54)          (.54)          3.97
                                       --------      --------        -------       --------      --------
Net asset value,
 end of year                           $  27.58      $  23.70        $ 27.49       $  28.03      $  28.57
                                       ========      ========        =======       ========      ========
</TABLE>



                                       30
<PAGE>


FINANCIAL HIGHLIGHTS (continued)
<TABLE>
<CAPTION>

                                                              Year Ended December 31,

                                      --------------------------------------------------------------------
<S>                                   <C>            <C>             <C>           <C>          <C>    
                                        1995           1994            1993          1992          1991
                                      ---------      --------       ---------      ---------    ----------
Adjusted net asset value,
  end of year*                        $  27.52       $23.65          $ 27.42       $ 27.95      $  28.48
Market value, end of year             $  22.625      $19.875         $ 23.75       $ 25.50      $  27.75

TOTAL INVESTMENT RETURN:
  Based upon market value                27.95%       (5.07)%           3.47%          .61%+       42.98%
  Based upon net asset value             30.80%       (2.20)%           8.95%         7.42%+       27.91%

RATIOS/SUPPLEMENTAL DATA:
Expenses to average
  net assets                               .63%         .64%             .66%          .67%          .67%
Net investment income to
  average net assets                      2.71%        3.08%            2.88%         2.86%         2.90%
Portfolio turnover rate                  62.28%       70.38%           69.24%        44.35%        49.02%
Net investment assets, 
  end of year (000's omitted):
  For Common Stock                    $2,469,149     $1,994,098     $2,166,212    $2,088,102   $1,833,664
  For Preferred Stock                     37,637         37,637         37,637        37,637       37,637
                                      ----------     ----------     ----------    ----------   ---------- 

Total net investment assets           $2,506,786     $2,031,735     $2,203,849    $2,125,739   $1,871,301
                                      ==========     ==========     ==========    ==========   ========== 
</TABLE>



- --------------------------------------------------------------------------------
* Assumes the exercise of outstanding warrants.
+ The total investment returns for 1992 have been adjusted for the effect of 
  the exercise of Rights (equivalent to approximately $0.97 per share), assuming
  full subscription by Common Stockholders.

See notes to financial statements.


                                       31
<PAGE>
REPORT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS AND SECURITY HOLDERS,
TRI-CONTINENTAL CORPORATION:

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the portfolio of  investments,  and the statement of capital stock and
surplus of  Tri-Continental  Corporation  as of December 31,  1995,  the related
statements  of  operations  for  the  year  then  ended  and of  changes  in net
investment  assets  for the  two-year  period  then  ended,  and  the  financial
highlights  for each of the years in the  five-year  period  then  ended.  These
financial  statements  and financial  highlights are the  responsibility  of the
Corporation's  management.  Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1995,  by  correspondence  with the  Corporation's  custodians  and
brokers;  where  replies  were not received  from  brokers,  we performed  other
auditing procedures.  An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly,  in all material  respects,  the financial  position of  Tri-Continental
Corporation as of December 31, 1995, the results of its operations,  the changes
in its net  investment  assets and the financial  highlights  for the respective
stated periods in conformity with generally accepted accounting principles.


/s/Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
February 2, 1996

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

MANAGER                                 
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, NY 10017

SUBADVISER
Seligman Henderson Co.
100 Park Avenue
New York, NY 10017

STOCKHOLDER SERVICE AGENT                  
Seligman Data Corp.                        
100 Park Avenue                            
New York, NY 10017                         
                                           
IMPORTANT TELEPHONE NUMBERS                
(800) TRI-1092     STOCKHOLDER             
                   SERVICES                
(800) 445-1777     RETIREMENT PLAN         
                   SERVICES                
(800) 622-4597     24-HOUR AUTOMATED       
                   TELEPHONE ACCESS SERVICE


                                       32
<PAGE>

TRI-CONTINENTAL CORPORATION
Board of Directors

FRED E. BROWN
DIRECTOR AND CONSULTANT,
 J. & W. Seligman & Co.
  Incorporated

JOHN R. GALVIN (2,4)
DEAN, Fletcher School of Law  and
 Diplomacy at Tufts University
DIRECTOR, USLIFE Corporation

ALICE S. ILCHMAN (3,4)
PRESIDENT, Sarah Lawrence College
TRUSTEE, Committee for Economic
 Development
DIRECTOR, NYNEX
CHAIRMAN, The Rockefeller Foundation

FRANK A. MCPHERSON (2,4)
CHAIRMAN AND CEO, Kerr-McGee
 Corporation
DIRECTOR, Kimberly-Clark Corporation
DIRECTOR, Baptist Medical Center

JOHN E. MEROW
PARTNER, Sullivan & Cromwell, Law Firm
DIRECTOR, Commonwealth Aluminum
 Corporation

BETSY S. MICHEL (2,4)
DIRECTOR OR TRUSTEE,
 Various Organizations

WILLIAM C. MORRIS (1)
CHAIRMAN
CHAIRMAN OF THE BOARD AND PRESIDENT,
 J. & W. Seligman & Co. Incorporated
CHAIRMAN, Carbo Ceramics Inc.
DIRECTOR, Daniel Industries, Inc.
DIRECTOR, Kerr-McGee Corporation

JAMES C. PITNEY (3,4)
PARTNER, Pitney, Hardin, Kipp & Szuch,
 Law Firm
DIRECTOR, Public Service Enterprise Group

JAMES Q. RIORDAN (3,4)
DIRECTOR, The Brooklyn Union Gas
 Company
TRUSTEE, Committee for Economic
 Development
DIRECTOR, Dow Jones & Co., Inc.
DIRECTOR, Public Broadcasting Service

RONALD T. SCHROEDER (1)
MANAGING DIRECTOR, J. & W. Seligman & Co.
 Incorporated

ROBERT L. SHAFER (3,4)
VICE PRESIDENT, Pfizer Inc.
DIRECTOR, USLIFE Corporation

JAMES N. WHITSON (2,4)
EXECUTIVE VICE PRESIDENT AND DIRECTOR,
 Sammons Enterprises, Inc.
DIRECTOR, C-SPAN
DIRECTOR, Red Man Pipe and Supply
 Company

BRIAN T. ZINO (1)
PRESIDENT
MANAGING DIRECTOR, J. & W. Seligman & Co.
 Incorporated


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

   Member:
     (1) Executive Committee
     (2) Audit Committee
     (3) Director Nominating Committee
     (4) Board Operations Committee

- --------------------------------------------------------------------------------
Executive Officers
   WILLIAM C. MORRIS
   CHAIRMAN
   
   BRIAN T. ZINO
   PRESIDENT

   CHARLES C. SMITH, JR.
   VICE PRESIDENT

   LAWRENCE P. VOGEL
   VICE PRESIDENT

   THOMAS G. ROSE
   TREASURER

   FRANK J. NASTA
   SECRETARY


                                       33
<PAGE>

                          TRI-CONTINENTAL CORPORATION
                                   MANAGED BY
                             J. & W. SELIGMAN & CO.
                                  INCORPORATED
                        INVESTMENT MANAGERS AND ADVISORS
                                ESTABLISHED 1864
                       100 PARK AVENUE, NEW YORK, NY 10017

THIS REPORT IS INTENDED ONLY FOR THE  INFORMATION OF  STOCKHOLDERS  OR THOSE WHO
HAVE  RECEIVED  THE  CURRENT  PROSPECTUS  COVERING  SHARES  OF  COMMON  STOCK OF
TRI-CONTINENTAL  CORPORATION,  WHICH CONTAINS  INFORMATION ABOUT MANAGEMENT FEES
                                AND OTHER COSTS.
                                                                                

                                                                    CETR12 12/95



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission