TRI CONTINENTAL CORP, DEF 14A, 1997-04-11

TRI CONTINENTAL CORP
DEF 14A, 1997-04-11

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use by the Commission only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional aterials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

TRI-CONTINENTAL CORPORATION
................................................................................
(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:
...............................................................
2) Aggregate number of securities to which transaction applies:
...............................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
...............................................................
4) Proposed maximum aggregate value of transaction:
...............................................................
5) Total fee paid:
...............................................................

[ ] Fee paid previously with preliminary materials.

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

1) Amount previously paid:
...............................................................
2) Form, Schedule or Registration Statement No.:
...............................................................
3) Filing Party:
...............................................................
4) Date Filed:
...............................................................

<PAGE>

Tri-Continental Corporation
100 Park Avenue, New York, New York 10017

New York City Telephone (212) 850-1864
Toll-Free Telephone (800) 221-2450--continental United States,
including New York State

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 1997

To the Stockholders:

The 67th Annual Meeting of Stockholders (the "Meeting") of Tri-Continental
Corporation, a Maryland corporation (the "Corporation"), will be held at the
World Trade Center, Commonwealth Pier, 164 Northern Avenue, Boston,
Massachusetts 02210 on May 15, 1997 at 10:00 A.M., for the following purposes:

(1)To elect six Directors;

(2)To act on a proposal to ratify the selection of Deloitte & Touche LLP
as auditors of the Corporation for 1997;

(3)To consider an amendment to the Charter of the Corporation to
increase the number of authorized shares of Common Stock; and

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

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

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

The close of business on March 20, 1997 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof.

By order of the Board of Directors,

/s/ Frank J Nasta
----------------
Frank J Nasta

Secretary
Dated: New York, New York, April 14, 1997

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

<PAGE>

April 14, 1997

TRI-CONTINENTAL CORPORATION
100 PARK AVENUE, NEW YORK, NEW YORK 10017

PROXY STATEMENT

FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 1997

This Proxy Statement is furnished to you in connection with the solicitation
of Proxies by the Board of Directors of Tri-Continental Corporation
("Tri-Continental" or the "Corporation") to be used at the 67th Annual Meeting
of Stockholders (the "Meeting") to be held in Boston, Massachusetts on May 15,
1997.

If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, your
shares will be voted in accordance with your instructions. If you give no
instructions and return your signed Proxy, your shares will be voted (i) for the
election of six Directors, (ii) for the ratification of selection of auditors,
(iii) for the approval of an amendment to the Charter of the Corporation to
increase the number of authorized shares of Common Stock, (iv) against all
stockholder proposals and, at the discretion of the Proxy holders, on any other
matter that may properly have come before the Meeting or any adjournment. You
may revoke your Proxy or change it by written notice to the Corporation
(Attention: the Secretary) or by notice at the Meeting at any time prior to the
time it is voted.

The close of business on March 20, 1997 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof. On that date, the Corporation had
outstanding 752,740 shares of $2.50 cumulative preferred stock (the "Preferred
Stock"), each share being entitled to two votes, and 96,955,153 shares of common
stock, par value $0.50 (the "Common Stock"), each share being entitled to one
vote. For all matters to be voted upon, an abstention or broker non-vote will
not be considered a vote cast.

In the event that a quorum is not represented at the Meeting or even if a
quorum is so represented, in the event that sufficient votes in favor of any
management proposal are not received by May 15, 1997, the persons named as
proxies may propose and vote for one or more adjournments of the Meeting with
respect to such proposal with no notice other than an announcement at the
Meeting, and further solicitation with respect to such proposal may be made.
Shares represented by proxies indicating a vote against such proposal will be
voted against adjournment.

The Corporation's investment advisor is J. & W. Seligman & Co. Incorporated
(the "Manager"). Subadvisory services are provided by Seligman Henderson Co.,
and the Corporation's shareholder service agent is Seligman Data Corp. The

<PAGE>

address of each of these entities is 100 Park Avenue, New York, NY 10017. The
Corporation will furnish, without charge, a copy of its most recent annual
report to any shareholder upon request to Seligman Data Corp. at 1-800-221-2450.

It is expected that the Notice of Annual Meeting, Proxy Statement and form
of Proxy will first be mailed to Stockholders on or about April 14, 1997.

A. ELECTION OF DIRECTORS
------------------------
(Proposal 1)
There are twelve Directors presently in office. The Board is currently
divided into three classes, and the members of each class hold office for a term
of three years unless elected in the interim. The term of one class expires in
each year.

At the Meeting this year, six Directors are to be elected. General John R.
Galvin and Messrs. William C. Morris, James Q. Riordan and Robert L. Shafer,
each of whose term will expire at the 1997 Annual Meeting, have each been
recommended by the Director Nominating Committee of the Board of Directors of
the Corporation for election to the class whose term will expire in 2000.
Messrs. Richard R. Schmaltz and Brian T. Zino have each been recommended by the
Director Nominating Committee for election to the class whose term will expire
in 1998.

The Board of Directors previously had thirteen members. On March 20, 1997,
Mr. Fred E. Brown retired and the Board of Directors authorized a reduction in
the number of members of the Board to twelve. Additionally, Mr. Ronald T.
Schroeder has elected to retire at the 1997 Annual Meeting. In order to maintain
three equal classes of Directors, Messrs. Schmaltz and Zino are standing for
election for one year terms. Mr. Zino has elected to resign immediately
preceding the Annual Meeting from the class whose term will expire in 1999 and
stand for election to the class whose term will expire in 1998.

It is the intention of the persons named in the accompanying form of Proxy
to nominate and to vote for the election of General Galvin and Messrs. Morris,
Riordan, Schmaltz, Shafer and Zino. General Galvin has been a Director of the
Corporation since 1995 and was elected by the Stockholders at the 1995 Annual
Meeting. Mr. Morris has been a Director and Chairman of the Corporation since
1988. Messrs. Riordan and Shafer have been Directors of the Corporation since
1989 and 1991, respectively. Messrs. Morris, Riordan and Shafer were each last
elected by Stockholders at the 1994 Annual Meeting. Mr. Zino has been a Director
since 1993 and was last elected by Stockholders at the 1996 Annual Meeting.

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

Background information regarding General Galvin and Messrs. Morris, Riordan,
Schmaltz, Shafer and Zino, as well as the other Directors of the Corporation,
follows.

3
<PAGE>

PRINCIPAL OCCUPATION AND OTHER INFORMATION
SECURITIES
THE NOMINEES DESIGNATED BY ASTERISK (*) ARE BENEFICIALLY
EXPIRATION OF "INTERESTED PERSONS" OF THE CORPORATION (AS THAT OWNED, DIRECTLY OR
NAME, PERIOD SERVED AS TERM IF ELECTED TERM IS DEFINED IN THE INVESTMENT COMPANY ACT OF INDIRECTLY, AS OF
DIRECTOR AND (AGE) AS A DIRECTOR 1940, AS AMENDED) BECAUSE OF THEIR STATED ASSOCIATIONS. MARCH 24, 1997
----------------------- ------------- ------------------------------------------------------- -----------------
<S> <C> <C> <C>

John R. Galvin 2000 DEAN, FLETCHER SCHOOL OF LAW AND DIPLOMACY AT TUFTS 562 Common
1995 to Date UNIVERSITY, MEDFORD, MA. General Galvin is Director Shares
(67) or Trustee of each of the Seligman Group of
investment companies.+ He is also Chairman of the
American Council on Germany; a Governor of the
--------- Center for Creative Leadership; and a Director of
USLIFE Corporation, Raytheon Co., the National
[PHOTO] Defense University and the Institute for Defense
Analysis. He was formerly: Ambassador, U.S. State
--------- Department for negotiations in Bosnia,
Distinguished Policy Analyst at Ohio State
University, and Olin Distinguished Professor of
National Security Studies at the United States
Military Academy. From June 1987 to June 1992,
General Galvin was the Supreme Allied Commander,
Europe and the Commander-in-Chief, United States
European Command.

William C. Morris* 2000 CHAIRMAN, J. & W. SELIGMAN & CO. INCORPORATED, NEW 63,680 Common
1988 to Date YORK, NY. Mr. Morris is Chairman and Chief Shares
(58) Executive Officer of each of the Seligman Group of
investment companies;+ Chairman of Seligman
--------- Financial Services, Inc., and Seligman Services,
Inc.; and a Director of Seligman Data Corp. He is
[PHOTO] also Chairman of Carbo Ceramics Inc., a Member of
the Board of Governors of the Investment Company
--------- Institute, and a Director of Kerr-McGee
Corporation.

</TABLE>

4
<PAGE>

James Q. Riordan 2000 DIRECTOR, VARIOUS CORPORATIONS, STUART, FL. Mr. 131,123 Common
1989 to Date Riordan is a Director or Trustee of each of the Shares
(69) Seligman Group of investment companies.+ He is also
a Director of The Houston Exploration Company, The
--------- Brooklyn Museum, The Brooklyn Union Gas Company,
The Committee for Economic Development, Dow Jones &
[PHOTO] Co., Inc., and Public Broadcasting Service. He was
formerly Co-Chairman of the Policy Council of The
--------- Tax Foundation; a Director and President of Bekaert
Corporation; and a Director of Tesoro Petroleum
Companies, Inc.

Richard R. Schmaltz* 1998 MANAGING DIRECTOR, DIRECTOR OF INVESTMENTS, J. & W. 1,000 Common
(56) SELIGMAN & CO. INCORPORATED, NEW YORK, NY. Mr. Shares
Schmaltz is a Director of Seligman Henderson Co.,
--------- Home State Insurance Company, and Quaker State
Insurance Company; and a Trustee Emeritus of Colby
[PHOTO] College. He was formerly a Director of Investment
Research at Neuberger & Berman from 1993 to 1996,
--------- and Executive Vice President of McGlinn Capital
from 1987 to 1993.

</TABLE>

<PAGE>

Robert L. Shafer 2000 DIRECTOR, VARIOUS CORPORATIONS, NEW YORK, NY. Mr. 1,243 Common
1991 to Date Shafer is a Director or Trustee of each of the Shares
(64) Seligman Group of investment companies.+ He is also
a Director of USLIFE Corporation. He was formerly a
--------- Vice President of Pfizer Inc.

[PHOTO]

---------

Brian T. Zino* 1998 DIRECTOR AND PRESIDENT, J. & W. SELIGMAN & CO. 20,693 Common
1993 to Date INCORPORATED, NEW YORK, NY. Mr. Zino is President Shares
(44) of each of the Seligman Group of investment
companies,+ with the exception of Seligman Quality
--------- Municipal Fund, Inc. and Seligman Select Municipal
Fund Inc. He is also a Director or Trustee of each
[PHOTO] of the Seligman Group of investment companies;
Chairman and President of Seligman Data Corp.; and
--------- a Director of Seligman Financial Services, Inc.,
Seligman Services, Inc., and Seligman Henderson Co.

</TABLE>

<PAGE>

OTHER DIRECTORS
The other Directors of the Corporation whose terms will not expire in
1997 are:

Alice S. Ichman 1998 PRESIDENT, SARAH LAWRENCE COLLEGE, BRONXVILLE, NY. 4,465 Common
1990 to Date Dr. Ilchman is a Direc- tor or Trustee of each of Shares
(61) the Seligman Group of investment companies.+ She is
also Chairman of The Rockefeller Foundation; and a
Director of NYNEX and The Committee for Economic
Development. She was formerly a Trustee of The
Markle Foundation and a Director of the
International Research & Exchange Board.

Frank A. McPherson 1998 DIRECTOR, VARIOUS CORPORATIONS, OKLAHOMA CITY, OK. 607 Common
1995 to Date Mr. McPherson is a Director or Trustee of each of Shares
(63) the Seligman Group of investment companies.+ He is
also a Director of Kimberly-Clark Corporation, Bank
of Oklahoma Holding Company, Oklahoma City Chamber
of Commerce, Baptist Medical Center, Oklahoma
Chapter of the Nature Conservancy, Oklahoma Medical
Research Foundation, and National Boys and Girls
Clubs of America; Chairman of the Oklahoma City
Public Schools Foundation; and a Member of The
Business Roundtable. He was formerly Chairman of
the Board and Chief Executive Officer of Kerr-McGee
Corporation.

</TABLE>
7
<PAGE>

John E. Merow* 1999 RETIRED CHAIRMAN AND SENIOR PARTNER, SULLIVAN & 13,704 Common
1991 to Date CROMWELL, LAW FIRM, NEW YORK, NY. Mr. Merow is a Shares
(67) Director or Trustee of each of the Seligman Group
of investment companies.+ He is also a Director of
Commonwealth Aluminum Corporation, the Municipal
Art Society of New York, and the United States-New
Zealand Council; a Trustee of the United States
Council for International Business; a Member of the
American Law Institute and the Council on Foreign
Relations; Chairman of the American Australian
Association; and a Member of the Board of Governors
of the Foreign Policy Association and the New York
Hospital.

Betsy S. Michel 1999 ATTORNEY, GLADSTONE, NJ. Mrs. Michel is a Director 33,124 Common
1985 to Date or Trustee of each of the Seligman Group of Shares
(54) investment compan- ies.+ She is also a Trustee of
the Geraldine Dodge Foundation, and Chairman of the
Board of Trustees of St. George's School (Newport,
RI). She was formerly a Director of The National
Association of Independent Schools (Washington,
DC).

</TABLE>

<PAGE>

James C. Pitney 1999 RETIRED PARTNER, PITNEY, HARDIN, KIPP & SZUCH, LAW 21,559 Common
1981 to Date FIRM, MORRISTOWN, NJ. Mr. Pitney is a Director or Shares
(70) Trustee of each of the Seligman Group of investment
companies.+ He is also a Director of Public Service
Enterprise Group.

James N. Whitson 1999 EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING 6,035 Common
1993 to Date OFFICER AND DIRECTOR, SAMMONS ENTERPRISES, INC., Shares
(62) DALLAS, TX. Mr. Whitson is a Director or Trustee of
each of the Seligman Group of investment
companies.+ He is also a Director of Red Man Pipe
and Supply Company and C-SPAN.

</TABLE>

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

9
<PAGE>

Unless otherwise indicated, Directors have sole voting and investment power
with respect to shares shown. Mr. Morris shares voting and investment power with
respect to 7,183 shares. At March 24, 1997, all Directors and Officers of the
Corporation as a group owned beneficially less than 1% of the Corporation's
Common Stock.

Mrs. Michel disclaims beneficial ownership of 32,029 shares in three
trusts over which she serves as co-trustee. Mr. Morris disclaims beneficial
ownership of 25,242 shares in three trusts for his children and 3,141 shares
registered in the name of a member of his family. Mr. Zino disclaims
beneficial ownership of 737 shares registered in his wife's name.

As of January 1, 1996, Mr. Ronald T. Schroeder sold 535 Class A common
shares of the Manager to the Manager, at a price of $2,142.91 per share. During
1996, The Manager, on behalf of Mr. Whitson, failed to file on a timely basis
one Form 4 with respect to one transaction.

The Board of Directors met six times during 1996. The standing committees of
the Board include the Board Operations Committee, Audit Committee and Director
Nominating Committee. These Committees are comprised solely of Directors who are
not "interested persons" of the Corporation as that term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). The duties of these
Committees are described below.

Board Operations Committee. This Committee has authority generally to direct
the operations of the Board, including the nomination of members of other Board
Committees, and the selection of legal counsel for the Corporation. The
Committee met four times in 1996. This Committee comprises all Directors who are
not "interested persons" of the Corporation.

Audit Committee. This Committee recommends the independent public
accountants for selection as auditors by the Board and stockholder approval
annually. In addition, it reviews, with the auditors and such other persons as
it determines, (a) the scope of audit, (b) accounting and financial internal
controls, (c) quality and adequacy of the accounting staff and (d) reports of
the auditors. The Committee comments to the Board when warranted and at least
annually. It is directly available to the auditors and officers of the
Corporation for consultation on audit, accounting and related financial matters.
The Committee met twice in 1996. Members of this Committee are Messrs. Whitson
(Chairman), Galvin and McPherson and Mrs. Michel.

Director Nominating Committee. This Committee recommends to the Board
persons to be nominated for election as Directors by you and the other
Stockholders and selects and proposes nominees for election by the Board
between Annual Meetings. The Committee will consider suggestions from
Stockholders submitted in writing to the Secretary of the Corporation. The
Committee met twice in 1996. Members of this Committee are Messrs. Pitney
(Chairman), Riordan and Shafer and Dr. Ilchman.

<PAGE>

EXECUTIVE OFFICERS OF THE CORPORATION

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

POSITION WITH CORPORATION AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------
<S> <C> <C>

Charles C. Smith, Jr. 40 VICE PRESIDENT AND PORTFOLIO MANAGER OF THE
CORPORATION since December 1994. Mr. Smith is a
Managing Director of J. & W. Seligman & Co.
Incorporated (formerly, Senior Vice President, Senior
Investment Officer). He is Vice President and
Portfolio Manager of Seligman Common Stock Fund, Inc.
and Seligman Income Fund, Inc.; and Vice President of
Seligman Portfolios, Inc. and Portfolio Manager of its
Seligman Common Stock Portfolio and Seligman Income
Portfolio.

Charles W. Kadlec 50 VICE PRESIDENT OF THE CORPORATION since 1996. Mr.
Kadlec is a Managing Director of J. & W. Seligman &
Co. Incorporated, a position he has held since January
1992.

Lawrence P. Vogel 40 VICE PRESIDENT OF THE CORPORATION since January 1992.
Mr. Vogel is Senior Vice President, Finance of J. & W.
Seligman & Co. Incorporated. He is Vice President of
the other Seligman Group of investment companies. He
is also Senior Vice President, Finance of Seligman
Financial Services, Inc. and Seligman Data Corp.; Vice
President of Seligman Services, Inc.; and Treasurer of
Seligman Henderson Co.

Frank J. Nasta 32 SECRETARY OF THE CORPORATION since March 1994. Mr.
Nasta is Senior Vice President, Law and Regulation and
Corporate Secretary of J. & W. Seligman & Co.
Incorporated. He is Secretary of the other Seligman
Group of investment companies. He is also Corporate
Secretary of Seligman Financial Services, Inc.,
Seligman Services, Inc., Seligman Henderson Co., and
Seligman Data Corp. He was formerly an attorney at the
law firm of Seward & Kissel.

Thomas G. Rose 39 TREASURER OF THE CORPORATION since November 1992. Mr.
Rose is Treasurer of the other Seligman Group of
investment companies. He is also Treasurer of Seligman
Data Corp. He was formerly Treasurer of American
Investors Advisors, Inc. and the American Investors
Family of Funds.

</TABLE>

<PAGE>

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

REMUNERATION OF DIRECTORS AND OFFICERS

Directors of the Corporation who are not employees of the Manager or its
affiliates each receive from the Corporation fees of $16,000 per year. In
addition, such Directors are paid up to $400 for each day on which they attend
Board and/or Committee meetings and are reimbursed for the expenses of attending
meetings. Total Directors' fees paid by the Corporation for the year ended
December 31, 1996 were as follows:

NUMBER OF DIRECTORS CAPACITY IN WHICH REMUNERATION AGGREGATE DIRECT
IN GROUP WAS RECEIVED REMUNERATION
------------------- ------------------------------ ----------------
9 Directors and Members of Committees $164,400.00

Director's attendance, retainer and/or committee fees paid to each
Director during 1996 were as follows:

AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS FROM CORPORATION AND
NAME FROM FUND PART OF CORPORATION EXPENSES FUND COMPLEX**
- ---- --------- ---------------------------- --------------
<S> <C> <C> <C>
John R. Galvin $18,000.00 -0- $65,000.00
Alice S. Ilchman 18,400.00 -0- 66,000.00
Frank A. McPherson 18,000.00 -0- 65,000.00
John E. Merow 18,400.00+ -0- 66,000.00
Betsy S. Michel 18,400.00 -0- 66,000.00
James C. Pitney 18,000.00+ -0- 65,000.00
James Q. Riordan 18,400.00 -0- 66,000.00
Robert L. Shafer 18,400.00 -0- 66,000.00
James N. Whitson 18,400.00+ -0- 66,000.00
--------------
$164,400.00
==============
</TABLE>

- -----------
* There are 16 other investment companies in the Seligman Group.
+ Mr. Merow elected to defer receiving his fees from the Corporation. From
1991 to December 31, 1996, Mr. Merow has deferred $120,449, including
interest earned. Mr. Merow no longer defers current compensation as of
January 1, 1997. Mr. Whitson has also elected to defer receiving his fees
from the Corporation. From 1993 to December 31, 1996, Mr. Whitson has
deferred $73,612, including interest earned. Mr. Pitney, who had deferred
receiving his fees from the Corporation from 1983 up to 1993, has a
balance of $250,862 in his deferred plan, including interest earned.

<PAGE>

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

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

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

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

In accordance with the requirements of the 1940 Act, the Board of Directors
is required to select independent public accountants as auditors of the
Corporation for 1997, subject to ratification or rejection by Stockholders.

The Audit Committee of the Board of Directors has recommended, and the Board
of Directors, including a majority of those members who are not "interested
persons" of the Corporation (as defined in the 1940 Act), has selected Deloitte
& Touche LLP as auditors of the Corporation for 1997. The firm of Deloitte &
Touche LLP has extensive experience in investment company accounting and
auditing. It is expected that a representative of Deloitte & Touche LLP will be
present at the Meeting and will have the opportunity to make a statement and
respond to questions.

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

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
APPROVAL OF THIS PROPOSAL.

C. CONSIDERATION OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
- ------------------------------------------------------------------------------
(Proposal 3)

The Board of Directors believes it advisable to amend the Corporation's
Charter to increase the authorized number of shares of Common Stock of the
Corporation from 99,000,000 to 129,000,000. As of March 20, 1997 there were
96,955,153 shares of Common Stock outstanding and 212,506 shares reserved for
issuance upon the exercise of outstanding Stock Purchase Warrants, leaving
1,832,341 shares presently available for future issue.

<PAGE>

Authorized but unissued shares have regularly been issued to Stockholders
who take shares for the distributions of realized gain each year. From 1993 (the
last time the number of authorized shares of Common Stock was increased) through
1996, the Corporation issued 22,114,974 shares in connection with its gain
distributions. Also, shares required to satisfy the requirements of Automatic
Dividend Investment and Cash Purchase Plans, Individual Retirement Account
Trusts, Retirement Plans for Self-Employed Individuals, the Seligman Data Corp.
Employees' Thrift Plan and the J. & W. Seligman & Co. Incorporated Matched
Accumulation Plan (collectively the "Plans") must be issued at net asset value
at any time net asset value may be lower than market price.

The Board believes it is advisable to amend the Corporation's Charter to
authorize a reasonable number of additional shares, in particular in order that
the Corporation may continue to be able to satisfy the requirements of its
capital gain distributions and of the Plans described above and therefore
proposes that the first sentence of Article FIFTH of the Charter be revised as
follows (underscoring indicates additions and brackets deletions):

"FIFTH. The total amount of authorized capital stock of the Corporation
is 130,000,000 [100,000,000] shares, having an agggregate par value of
$114,500,000 [$99,500,000], of which 1,000,000 shares of the par value
of $50 each, amounting in the aggregate to $50,000,000, are $2.50
Cumulative Preferred Stock (hereinafter called the preferred stock) and
129,000,000 [99,000,000] shares of the par value of $0.50 each,
amounting in the aggregate to $64,500,000 [$49,500,000], are Common
Stock (hereinafter called the common stock)."

The adoption of this Proposal requires the affirmative vote of the holders
of a majority of the voting power of the outstanding Preferred Stock and Common
Stock of the Corporation. If the Charter is so amended, the Board will have
authority to issue the authorized shares without further approval of
Stockholders. The Board has no present plans for issuing additional shares
except in connection with capital gains distributions and the Plans.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
APPROVAL OF THIS PROPOSAL.

<PAGE>

D. OTHER MATTERS
----------------

Stockholder Proposal No. 1
(Proposal 4)

Mr. Paul M. Tomell, 538 Bangs Street, Aurora, Illinois, 60505 is the
registered owner of 4,517 shares of the Corporation's Common Stock and has
notified the Corporation that he intends to introduce the following proposal at
the meeting:

RESOLVED, that the shareholders recommend that the board of directors take
the steps necessary to provide that no new shares of the corporation be issued
while the price of the shares of Tri-Continental Corporation, Inc. trade on the
New York Stock Exchange at a discount to the Net Asset Value of the shares of
the Corporation.

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

Issuing new shares of stock for capital gains dividends is an uncompensated
transfer of wealth from shareholders that receive cash to those that reinvest by
the amount of the discount. This is not a suitable activity for our corporation.

Issuing new shares increases the supply of shares in the stock market and
may tend to increase the discount to net asset value that the shares trade with.

As shareholder interested in value enhancement of my investment, I urge you
to support this resolution.

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

Your Board of Directors believes that the action recommended by the
Proponent would be seriously detrimental to both current and future Stockholders
of the Corporation. As described in more detail below, if this Proposal were
adopted by Stockholders and the Board of Directors were to take the action
recommended by the Proposal, none of the Corporation's voluntary plans that
permit existing and future Stockholders to acquire shares of Common Stock of the
Corporation could be administered consistent with long-standing practice at any
time that the Corporation's shares are trading at a discount to their net asset
value. In addition, while a discount prevails, the Corporation would be unable
to make capital gains distributions in additional shares of the Corporation.

<PAGE>

INVESTMENT PLANS
- ----------------

The Corporation currently offers a number of voluntary plans that allow
existing stockholders and new investors to acquire shares of the Corporation.
These include the Corporation's Automatic Dividend Investment and Cash Purchase
Plan, tax-deferred retirement plans (under which shares may be purchased for
Individual Retirement Accounts (IRAs), Simplified Employee Pension Plans (SEPs),
Section 401(k) Plans for corporations and their employees and Pension and Profit
Sharing Plans), Matched Accumulation Plan for eligible employees of the Manager
and its affiliates and the Seligman Data Corp. Employees' Thrift Plan
(collectively, the "Plans"). The Board of Directors believes that the Plans
benefit Stockholders by providing a convenient means of automatic investment in
shares that involves substantially lower brokerage costs than the costs that the
Stockholder would incur by making his or her own purchases of shares in the open
market. The historical level of Stockholder participation in the Plans indicates
that Stockholders agree with the Board's assessment of these benefits.
Currently, 89% of the registered Stockholders are participants in one or more of
the Plans.

In recent years, the Corporation's shares have traded on the Exchange at a
discount to net asset value. Although the Corporation purchases all or
substantially all of the shares required to satisfy dividend and cash purchase
investments under the Plans on the Exchange or elsewhere at market prices
(meaning that issuances to participants in the Plans are, as a practical matter,
non-dilutive), under the Maryland General Corporation Law those repurchased
shares are considered to be retired and do not constitute "treasury shares".
Accordingly, when the Corporation delivers shares to participants in the Plans
based on market prices, it technically "issues" new shares. This Proposal would
therefore effectively shut down the normal operation of each of the Plans at any
time that a market price discount to net asset value prevails because the
Corporation would be prohibited from issuing the shares that are required by the
Plans.

CAPITAL GAINS DISTRIBUTIONS
- ---------------------------

The Board's adoption of the recommendation made by the Proposal would also
prevent the Corporation from paying capital gains distributions in additional
shares. It has been the practice of your Board of Directors to declare such
distributions in shares, with the possibility of Stockholders electing to
receive the distribution in cash or 75% in shares and 25% in cash. The Board
believes that offering Stockholders the opportunity to take capital gains
distributions in shares affords Stockholders a convenient opportunity to keep
their capital fully invested in their Corporation. The fact that 81% of all
registered Stockholders currently receive all or part of their capital gain
distributions in shares suggests that many Stockholders appreciate this
opportunity. On the other hand, those Stockholders who wish to receive gains

<PAGE>

distributions in cash, or 75% in shares and 25% in cash, are free to do so.

If the Corporation were precluded from issuing additional shares as
contemplated by the Proponent, the Manager would be forced to substantially
increase liquidations of portfolio securities to raise cash in connection with
capital gains distributions whenever the Corporation's shares trade at a
discount. The Corporation believes that such forced sales would not be desirable
as they might result in the realization of substantial capital gains and
incremental tax liabilities for its Stockholders. In addition, liquidations for
noninvestment purposes would deprive the Corporation's portfolio of investments
that would otherwise be kept, and to the extent significant cash payouts would
be required, the Corporation could be required to forego attractive investment
opportunities. Moreover, the Board believes that Stockholders benefit from the
retention of assets permitted by the payout of a large percentage of capital
gain distributions in additional shares because increasing the size of the
Corporation results in lowering the Corporation's expenses as a proportion of
average net assets to the extent that such expenses are not calculated with
reference to the aggregate amount of its assets.

The Proponent claims that "[i]ssuing new shares of stock for capital gains
dividends is an uncompensated transfer of wealth from stockholders that receive
cash to those who reinvest by the amount of the discount." These shares are
issued at a discount to their net asset value at the time of distribution when
the Corporation's shares trade at a discount from net asset value on the
Exchange. Historically, however, Stockholders have recognized this as an
attractive opportunity to keep their capital at work in the Corporation by
acquiring shares that are currently undervalued by the market relative to their
net asset value. In fact, a substantial majority of the Corporation's
Stockholders take their capital gains distributions in additional shares -- 71%
of the Corporation's July and December 1996 distributions was issued in the form
of additional shares.

The Proponent also asserts that the issuance of these new shares "may tend
to increase the discount to net asset value that the shares trade with,"
although he offers no factual support for this assertion. In fact, a review by
the Manager of the changing levels of discount in the market price of the
Corporation's shares and the shares of other closed-end equity funds has
indicated no recognizable relationship between a change in the number of
outstanding shares of a fund and the amount of any discount to net asset value.

Your Board of Directors remains concerned by the current discount and the
Corporation has regularly considered the possible reasons for the discount and
possible methods for reducing it. The Board is of the view that the availability
of the Plans and the opportunity for Stockholders to receive gains in shares has
no significant impact, if any at all, on the discount, and believes that
maintaining the Corporation's Plans and the Corporation's practice of making

<PAGE>

gains distributions in shares while permitting an election to take all or part
of such distribution in cash continues to be in the best interests of the
Corporation and its Stockholders for the reasons discussed above.

In summary, your Directors believe that the Plans and the issuance of shares
in connection with capital gains distributions offer valuable benefits to
current and future Stockholders of the Corporation. Your vote against this
Proposal will help to assure the continuity of these programs and will help
protect your interests and the interests of other Stockholders.

This Proposal will not be adopted unless the votes cast in favor of such
proposal exceed the votes cast against it. Abstentions and broker non-votes will
not be counted as either for or against the Proposal. If not otherwise
specified, Proxies will be voted AGAINST approval of the Proposal. The adoption
of the Proposal would not in itself result in any action, but would simply
amount to a request for action by the Board of Directors.

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

STOCKHOLDER PROPOSAL NO. 2
(Proposal 5)

Mr. Thomas S. Shea, Route 1, Box 117, Secor, Illinois, 61771-9730 is the
registered owner of 1,216 shares of the Corporation's Common Stock and has
notified the Corporation that he intends to introduce the following proposal at
the meeting:

The Board of Directors is asked to consider a program to buy back shares of
the Corporation in the open-market whenever such shares are available at a
discount in excess of ten percent to net asset value.

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

The Management of the Corporation must believe in the portfolio and should
consider buying more of it at a discounted price.

To the possible objection that this might lessen the opportunity to buy
shares at a substantial discount, I should respond "quite probably, yes." There
would seem to be little benefit to buying at a discount without the reasonable
possibility to sell later at a higher price.

<PAGE>

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

Your Board of Directors believes that a program requiring share repurchases
based on satisfaction of an arbitrary condition (i.e. that the discount in the
market price of the Corporation's shares of Common Stock relative to net asset
value per share exceeds 10%) is not in the best interests of the Corporation and
its Stockholders. The Corporation's charter provides that the Corporation has
the power to purchase its shares, and the Directors believe that decisions
regarding the advisability, timing and manner of any such purchases are best
left within the Board's discretion. This Proposal is an attempt to specify the
conditions under which the Board of Directors would consider implementing a
repurchase program and, thereby, interferes with the exercise of their fiduciary
duties to the Corporation and its Stockholders.

The Board of Directors regularly reviews information regarding the market
price for the Corporation's shares of Common Stock and the relationship between
such price and the net asset value per share, as well as the opinions of
industry experts and various academic studies on the subject of closed-end fund
discounts. The Board has also considered the possibility of implementing a share
repurchase program from time to time. At its May 16, 1996 and November 21, 1996
meetings, the Board reviewed information concerning share repurchase programs
and discussed such information at length, including the impact that repurchase
programs have had on other closed-end funds and whether or not implementation of
such a program would benefit the Corporation and its Stockholders, and
determined that it would not be in the best interest of the Corporation and its
Stockholders at that time. The Board is concerned about the level of the
discount from net asset value at which the Corporation's shares have traded in
recent times and intends to continue to monitor the relationship between share
price and net asset value closely. The Board also expects to continue to
evaluate from time to time the desirability of implementing various strategies
for reducing the discount, including stock repurchase programs.

Among the factors considered by the Board prior to determining that a share
repurchase program was not desirable was empirical data suggesting that
repurchase programs are not successful in effecting any long-term reduction in
discounts. On the other hand, raising cash to finance repurchases can result in
the liquidation of portfolio positions that would not otherwise be liquidated
for investment reasons. Such portfolio changes may adversely affect investment
returns and, to the extent capital gains are realized, result in adverse tax
consequences to investors. The Directors also noted that liquidating portions of
the Corporation's portfolio to raise cash results in the incurrence of
transactions costs. Repurchases of shares would also result in a reduction of
the Corporation's net assets, causing it to forego attractive investment
opportunities and increasing its expense ratio as fixed costs would be borne by

<PAGE>

a smaller asset base. To the extent the Corporation elected to borrow money to
help finance repurchases it would also bear interest expense and the risks of
leverage.

This proposal will not be adopted unless the votes cast in favor of such
proposal exceed the votes cast against it. Abstentions and broker non-votes will
not be counted as either for or against the proposal. If not otherwise
specified, proxies will be voted AGAINST approval of the proposal. The adoption
of this proposal would not in itself result in any action, but would simply
amount to a request for action by the Board.

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

Stockholder Proposal No. 3
(Proposal 6)

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

RESOLVED, that the shareholders recommend that the Board of Directors take
the steps necessary to amend the Articles of Incorporation, by-laws or comply
with other legal requirements to convert the fund from CLOSED-END STATUS TO AN
OPEN-END MUTUAL FUND.

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

o Shareholders should vote in favor of this proposal because a favorable
vote will result in a recommendation to the Board of Directors that
they consider converting the Fund to an open-end fund as a means of
eliminating the Fund's large discount which was 18.0% AS OF DECEMBER 7,
1996 thereby maximizing the return on their investment.

o In 1996, Tri-Continental shares traded at an average 18.2% discount
from their net asset value. CONVERSION OF THE FUND FROM CLOSED-END TO
OPEN-END WOULD ELIMINATE THIS DISCOUNT. FOR THE TEN YEAR PERIOD ENDING
NOVEMBER 30, 1996, THE AVERAGE ANNUAL RETURN OF TRI-CONTINENTAL SHARES
BASED ON MARKET VALUE WAS ONLY 11.5% OR 24.3% LESS THAN THE 15.2%
AVERAGE ANNUAL RETURN OF THE STANDARD AND POORS 500.

<PAGE>

o For example, during this period a $10,000 investment in Tri-Continental
shares would have grown to only $29,708 as compared to $40,905 in the
Standard and Poors 500 Index less modest index fund investment expense.

o Continued strong support along the lines we suggest was shown at the
last annual meeting when 8,784,445 votes, representing 15.6% of the
total shares voted, were cast for this proposal.

o In spite of the large discount, your directors failed to take any
actions to reduce or eliminate the discount. On the other hand,
management of other closed-end mutual funds have taken decisive action
to eliminate their discount by open-ending their funds including: Japan
Fund, the Pacific European Growth Fund and The Nicholas-Applegate
Growth Equity Fund.

o To enhance shareholder value, other closed-end funds took actions last
year to reduce the discount through large share repurchase programs
including: General American Investors, several MFS Family Funds and
four Putnam Family Funds.

o Today, individual investors prefer to invest in open-ended mutual
funds, hence Tri-Continental is at a significant competitive
disadvantage in the mutual fund marketplace. Smart Money magazine in
its Street Smart column stated "Closed-end funds have been left in the
dust by regular mutual funds and the new country index funds" and
Financial World stated: "OPEN-END FUNDS ARE FAR MORE STRAIGHT FORWARD
INVESTMENTS THAT CAN BE BOUGHT OR SOLD AT NAV ANY TIME. CLOSED-END
FUNDS....ARE MORE DIFFICULT TO UNDERSTAND AND REALLY AREN'T SUITED FOR
PASSIVE INVESTORS."

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

If you agree that your Directors take steps necessary to convert
Tri-Continental from a closed-end mutual fund to an open-end mutual fund, THEN
PLEASE MARK YOUR PROXY FOR; PLEASE NOTE YOUR VOTE IS IMPORTANT AS PROXIES NOT
MARKED WILL BE VOTED AGAINST THIS RESOLUTION.

<PAGE>

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

Tri-Continental was organized in 1929 and has operated successfully as a
closed-end investment company, providing investors with favorable returns for
almost 70 years. The Stockholders of the Corporation have overwhelmingly
rejected similar proposals on six prior occasions, most recently in 1995 and
1996. Your Directors continue to believe that the proposal to convert the
Corporation into an open-end (mutual) fund is not in the best interests of
Stockholders. The stockholders of other closed-end investment companies have
considered and, in many cases, rejected, similar proposals to convert to
open-end status. THE EFFECT OF SUCH A CHANGE MIGHT BE TO PROVIDE SOME
STOCKHOLDERS WITH A QUICK, ONE-TIME PROFIT, BUT IT WOULD BE AT THE EXPENSE OF
OTHER STOCKHOLDERS WHO HAVE INVESTED FOR THE LONGER TERM.

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

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

It has been the experience of other closed-end funds that conversion to
open-end status results in significant redemptions in the short term. Prudential
Strategic Income Fund and Prudential Global Income Fund, Inc. experienced such
large redemptions after converting to open-end status that the funds agreed to
merge in 1992. Prudential Strategic Income Fund lost approximately 52% of its
assets to redemptions within 18 months of conversion to open-end status and
Prudential Global Income Fund, Inc. experienced redemptions equivalent to
approximately 37% of its assets in the first six months after conversion to
open-end status. More recently, during the first two months following the
mergers into open-end funds of ACM Managed Multi-Market Trust (now Alliance
Multi-Market Strategy Trust) and the Global Privatization Fund, redemptions
amounted to 25%-35% of the net assets of each of these funds.

<PAGE>

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

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

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

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

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

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

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

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

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

Your Directors remain concerned about the current discount, and they have
regularly investigated the possible reasons for the discount and possible
approaches for reducing it, including share repurchase programs. They have also
reviewed the opinions of industry experts and various academic studies on the
subject of closed-end fund discounts. The Board intends to review these matters
on an ongoing basis in the futures. However, it should be noted that the
discounts for all closed-end funds have tended to fluctuate over a wide range.
The shares of the Corporation have from time to time traded in excess of net
asset value and at other times the shares have traded at a discount from net
asset value that is not significant (for example, in late August 1992 the
Corporation's shares traded at a discount of less than 1.0%). While there can be
no assurance that there will be a substantial reduction in the current discount,

<PAGE>

there is likewise, no reason to believe that, in the future, shares will not
trade at or above their net asset value as they have in the past.

While discounts persist, however, investors are able to purchase additional
shares in the market and put more than a dollar of net assets to work for them
for every dollar invested. In fact, 89% of the registered holders of the
Corporation's common stock are currently taking advantage of this situation
either by participating in a plan that allows stockholders to invest the
Corporation's dividends, year-end gain distributions, or both, in additional
shares, or by purchasing additional shares through one of the plans offered by
the Corporation. This opportunity to invest at a discount would be lost after
open-ending because shares acquired by reinvestment would have to be purchased
at net asset value.

The stockholders have overwhelmingly voted against proposals to open-end the
Corporation at five prior annual meetings. In 1996 and 1995, respectively,
proposals identical to the current proposal, submitted by the same proponent,
were rejected by 83% and 87%, respectively, of the votes cast. More than 95% of
the votes cast at the meetings in 1966, 1967 and 1977, and more than 90% of the
votes cast in 1978, were cast against proposals to convert to open-end status.
The factors considered by the Stockholders of the Corporation in 1966, 1967,
1977, 1978, 1995 and 1996 remain valid today.

Stockholders of several other closed-end investment companies also have
considered and rejected similar proposals. In 1995, for example, the
stockholders of General American Investors Company, United Kingdom Fund, Putnam
Intermediate Government Fund and MFS Charter Income Trust voted against such
proposals. Additionally, in 1996 and 1997 the stockholders of General American
Investors Company also rejected this proposal.

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

Even assuming these issues could be resolved, the costs of the process of
conversion to an open-end fund, including the legal, accounting and printing
costs, would be significant. These costs would be borne by the Common
Stockholders. It is also likely that the change would result in a sharp increase
in the Corporation's operating costs, and operating costs per share, because
continuous sales and redemptions would probably result in increased shareholder
servicing costs. The Corporation has historically had an unusually low expense
ratio, and this benefit to Stockholders would be jeopardized by open-ending. A

<PAGE>

number of funds that have converted to open-end status experienced significantly
higher expense ratios since their conversion, even when such funds' assets
increased after conversion to open-end status. For example, since open-ending in
1992 the assets of Piper Global Funds Inc. have increased five times while its
expense ratio has risen from 177 basis points to more than 200 basis points on
average.

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

In addition, your Directors believe that the underlying performance of the
Corporation is more important than eliminating the discount. Premiums and
discounts are short term indicators and are not significant to the long term
investor. Meanwhile, the discount factor permits investors to acquire additional
shares worth significantly more than a dollar of net assets for every dollar
invested. Presumably this is a valued opportunity for Tri-Continental's
Stockholders as over 71% of the capital gain distributions made in July and
December 1996 was distributed as shares rather than cash at the shareholders'
option.

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

This proposal will not be adopted unless the votes cast in favor of such
proposal exceed the votes cast against it. Abstentions and broker non-votes will
not be counted as either for or against the proposal. If not otherwise
specified, Proxies will be voted AGAINST approval of the proposal. The adoption
of the proposal would not in itself result in any action, but would simply
amount to a request for action by the Board.

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

<PAGE>

Stockholder Proposal No. 4
(Proposal 7)

Mr. Nathan Lipson, 3040 Foxcroft Road, Ann Arbor, Michigan 48104 is the
registered owner of 29,268 shares of the Corporation's Common Stock and has
notified the Corporation that he intends to introduce the following proposal at
the meeting:

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

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

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

Most of the "outside" Tri-Continental directors also serve on the boards of
other companies. The Blue Ribbon Commission on Director Professionalism of the
National Association of Corporate Directors has urged that outside directors
serve on no more than 6 corporate boards. They estimate that A DIRECTOR SHOULD
TYPICALLY SPEND A MONTH PER YEAR TO EFFECTIVELY KEEP WATCH FOR WEAK EXECUTIVES
AND POOR COMPANY PERFORMANCE. The issue raised in this proposal has been
addressed in the media. The New York Times of November 17, 1996, ran an article
titled, "WHEN DIRECTORS PLAY MUSICAL CHAIRS -- SEATS ON TOO MANY BOARDS SPELL
PROBLEMS FOR INVESTORS." It is evident to me that MULTIPLE DIRECTORSHIPS SHOULD
NOT BE TOLERATED AT TRI-CONTINENTAL.

THE IDENTICAL-BOARD DEVICE, WHICH CONCENTRATES CONTROL OF ALL
SELIGMAN-MANAGED FUNDS IN THE HANDS OF A SINGLE GROUP OF DIRECTORS, could have
the effect of our board giving more weight to the views of the manager and other
fund considerations than to the needs of Tri-Continental shareholders. Some of
the outside directors do not have long association with our company. In response
to management's concern about keeping qualified directors, I believe that THERE
ARE MANY QUALIFIED DIRECTOR CANDIDATES OUTSIDE OF THOSE WHO RUN THE OTHER
SELIGMAN FUNDS.

<PAGE>

I believe that the fund's performance helps explain the PERSISTENT
DOUBLE-DIGIT DISCOUNT FROM NET ASSET VALUE IN THE MARKET PRICE OF OUR SHARES.
This might cause an independent board to direct management to improve its
performance.

In 1996 OVER 11 MILLION SHARES, representing OVER 21% OF THE SHARES VOTED,
SUPPORTED THIS REFORM. As more shareholders get the above message, this proposal
could carry in 1997. As a long term shareholder with a significant part of my
investments in Tri-Continental, I URGE YOUR SUPPORT FOR THIS PROPOSAL.

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

Your Board of Directors is very concerned about imposing additional
qualification requirements on potential Directors. Such limits would have the
effect of reducing the pool of well-qualified candidates from which you choose
your Directors. If the proposal is implemented, it would immediately result in
nine of the Corporation's current Directors becoming disqualified to stand in
future elections unless they resigned their directorships and trusteeships in
the other investment companies managed by Seligman. Losing these valuable
Directors, who have collectively served Tri-Continental in excess of 60 years,
would result in the loss of a depth of expertise, talent and experience.
Maintaining such expertise, talent, experience and continuity is a tremendous
asset and is in the best interests of the Corporation.

Stockholders have recently considered and rejected this proposal. It was
submitted to stockholders at the 1995 and 1996 annual meetings at the request of
the same proponent, and 83% and 78% of the votes cast, respectively, were cast
against the proposal. Your Board of Directors believes that the reasons for
rejecting the proposal in 1995 and 1996 remain valid today.

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

<PAGE>

The Corporation has learned that directors serving on the boards of other
funds bring experience, insight and understanding to issues involving the
Corporation, which is in the best interests of Stockholders. Your Directors
believe that this unique experience and insight would be unavailable to the
Corporation if this proposal were adopted. Moreover, the compensation of the
Corporation's Directors is set having regard to the fact that they serve on the
boards of other Seligman managed funds, and if they were not Directors of such
other Seligman managed funds, the Corporation would find it necessary to
increase Director remuneration, increasing the expenses of the Corporation.

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

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

In his supporting statement, the Proponent inappropriately suggests that the
report (the "Report") of the Blue Ribbon Commission on Director Professionalism
of the National Association of Corporate Directors (the "NACD") supports the
Proponent's proposal when it does not. First, the NACD has not "urged that
outside directors serve on no more than 6 corporate boards," as the Proponent
claims. Rather, the Report recommends that corporations consider establishing
guidelines to avoid potential "director over-commitment." Although the Report
mentions that "[b]oards should prefer individuals who hold no more than five or
six public-company directorships," it cautions against a "one-size-fits-all"
approach and clearly states that "[t]hese guidelines, like all of this Report's
recommendations, should be adapted by individual boards to individual corporate
circumstances." Moreover, the Report does not even imply that the unique
requirements of service on investment company boards were addressed or
considered by the NACD. In addition, the Proponent's claim that the NACD
"estimate[s] that a director should typically spend a month per year" in
executing their duties is misleading because the Report makes no such estimate;
rather, the Report mentions in a footnote that directors spend various amounts
of time "preparing for and attending board and committee meetings, to as much as
190 hours per year."

<PAGE>

This proposal will not be adopted unless the votes cast in favor of such
proposal exceed the votes cast against it. Abstentions and broker non-votes will
not be counted as either for or against the proposal. If not otherwise
specified, Proxies will be voted AGAINST approval of the proposal. The adoption
of the proposal would not in itself result in any action, but would simply
amount to a request for action by the Board.

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

Stockholder Proposal No. 5
(Proposal 8)

Mrs. Eleanor Lipson, 3040 Foxcroft Road, Ann Arbor, Michigan, 48104 is the
registered owner of 23,052 shares of the Corporation's Common Stock and has
notified the Corporation that she intends to introduce the following proposal at
the meeting:

RESOLVED, that the shareholders recommend that the board of directors
consider directing management to convert Tri-Continental Corporation into an
index fund. The steps to be considered would include eliminating the present
portfolio holdings and using the proceeds to purchase the S&P 500 composite
price index.

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

Our fund does not match the performance of many open-end mutual funds. I
believe that this helps EXPLAIN THE PERSISTENT DISCOUNT FROM NET ASSET VALUE IN
THE MARKET PRICE OF OUR SHARES, and the POOR RATING OF TRI-CONTINENTAL BY MUTUAL
FUND RATING ANALYSTS. For example, "Mutual Fund Forecaster," a leading
analytical service, ranked Tri-Continental's performance as 614 of 1,088 funds
rated for the five years 1991-1995. Better performance in an occasional quarter
cannot overcome this long-term record of management.

In contrast, the Vanguard Index 500 fund, which tracks the S&P 500, has for
years outperformed Tri-Continental at the annual expense ratio of 0.20% of
assets, while J. & W. Seligman & Co., which manages our fund, charges 0.67%. (Of
this percentage, 0.45% is the Manager's fee.) Thus, in 1995 Seligman collected
over $5.4 million in fees from our fund. It appears that using the minimal
management required to run an index fund could justify saving Tri-Continental
millions in management fees which could be used to increase dividends for
shareholders.

CHANGING TRI-CONTINENTAL INTO AN INDEX FUND could result in A HIGHER MARKET
PRICE FOR OUR SHARES. In the 10-year period, 1986-1995, with dividends
reinvested, the S&P 500 had an annualized return of 13.92%, while that of

<PAGE>

Tri-Continental was 10.31%. Thus, $10,000 invested in the S&P 500 for the 10
years would have been worth $36,617, while the Tri-Continental investment would
have been worth $26,680. (The performance of the relevant index does not reflect
the deduction of any costs or expenses, and the deduction of such costs and
expenses would have lowered the stated performance of the index.) If investors
knew that they could receive a total return equal to the S&P 500, rather than
looking to past Seligman management, they might be induced to buy our shares at
net asset value rather than at a discount.

I believe that changing Tri-Continental into an index fund could eliminate
criticism of the performance of management. As a long term shareholder with a
significant part of my investments in Tri-Continental, I URGE YOUR SUPPORT FOR
THIS PROPOSAL.

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

Tri-Continental's investment objective, as stated in its prospectus, is "to
produce future growth of both capital and income while providing reasonable
current income." The Corporation has never sought merely to mimic the
performance of the S&P 500 or any other index, and your Board of Directors is
strongly of the view that confining the Corporation to a passive "indexing"
strategy would seriously compromise its investment flexibility and would be
contrary to the best interests of the Corporation and its Stockholders. Over its
68 year history, the Corporation has taken advantage of the flexibility of its
investment policies to pursue its objective in many different market
environments. Your Board believes that the flexibility to respond to
opportunities and pitfalls in the ever-changing financial markets has been key
to Tri-Continental's long-term investment success.

Although the Corporation has underperformed the S&P 500 (which bears no fees
and expenses, unlike an investment company such as the Corporation) in some
recent periods, the Corporation's performance has been favorable when compared
to that of other closed-end funds with comparable investment objectives during
this period. As a result, the Corporation has received favorable ratings from
numerous fund analysts. For example, Morningstar, the fund research firm, gave
Tri-Continental four stars (out of five) in 1996 and an excellent rating for low
risk, and Mutual Fund Forecaster in 1997 gave the Corporation an "A" rating
among its peers.

Tri-Continental offers long-term management of a broadly diversified
portfolio of U.S. and foreign securities. At present, the Manager has chosen to
focus on identifying and investing in companies it believes have the strongest
relative earnings growth and attractive valuations in each industry. Other

<PAGE>

market conditions may call for different strategies. A passively managed index
fund has no discretion to change its investment orientation in anticipation of
or reaction to market changes. Instead, such a fund is required to conform its
portfolio to the relevant index without regard to the investment merits of the
components of the index or the desirability of a change in investment strategy
(e.g., an index fund does not have the ability to adopt a defensive posture when
conditions may warrant it).

With its long-term approach to investing and pursuit of its investment
objective, the Corporation serves an important need for a significant segment of
the investing public. Some of the Tri-Continental's Stockholders, for example,
are trusts established for children and grandchildren by individuals who
selected Tri-Continental because of its long-term investment record and because
of confidence that the Corporation will continue in its present form during the
lifetime of their beneficiaries and beyond. Your Directors do not believe that
committing your Corporation to a momentarily fashionable investment style after
almost 70 years would be in the interests of these or other long-term investors.

In this regard, Stockholders should note that index funds follow the market
down as well as up. With its long-term investment orientation, Tri-Continental
has historically experienced less volatility than the overall market, as
measured by the S&P 500. To take an extreme example, on October 19, 1987, when
the S&P 500 declined by 20.4%, your Corporation's net asset value per share
declined by only 17.8% and its market price declined by only 16.0%. Your
Directors believe that an active management style is best suited to pursuit of
the Corporation's investment objective, and that the Manager's practice of
investing with a view to the longer term is an important feature for many
investors.

There are risks other than increased volatility associated with the proposed
change in investment policy. First, although there are numerous mutual funds
(open-end funds) that are index funds, Management is not aware of any closed-end
fund that seeks merely to match the performance of a stock index. The Proponent
suggests that the new investment policy might reduce the discount at which your
Corporation's shares have traded in recent times. However, your Directors do not
believe that the change would accomplish this. They doubt that a closed-end
index fund would be attractive to investors when there are so many open-end
index funds already available to choose from. Since index funds seek only to
match an index, and not to outperform it, the Corporation would have little
ability to compete with the open-end index funds on the basis of performance,
and its particular investment objective and policies, which have made it
attractive to many investors over almost 70 years, would be lost. Indeed, since
there are no closed-end index funds whose experiences may be studied, management
believes that converting the Corporation to an index fund would be a dangerous

<PAGE>

and irresponsible gamble that would be as likely to widen as to narrow the
current discount to net asset value.

Finally, Stockholders should be cognizant of the expense and the potentially
unfavorable tax consequences that the Corporation (and thus its Stockholders)
would incur if it were to change its investment policy in the radical way
contemplated by this Proposal. In particular, if the Corporation were to become
an index fund, it would be required to liquidate a large portion of its current
portfolio positions in order to align its portfolio with the S&P 500. Not only
would your Corporation be forced to dispose of hundreds of positions (including
attractive foreign securities, positions in numerous smaller companies
considered to have attractive investment qualities and the holdings of the
Tri-Continental Financial Division), but it would be forced to acquire positions
(in some cases, very large positions) in companies currently deemed by the
Manager to be unattractive from a fundamental investment point of view.
Moreover, your Corporation would realize substantial capital gains as a result
of some sales, and it would be required under applicable Internal Revenue Code
requirements to distribute these gains to its Stockholders, thereby reducing
your Corporation's asset base (to the extent the distribution is not taken in
shares) and increasing Stockholders' personal tax liability.

Your Directors believe that longer term Stockholder interests have been well
served by the Corporation's investment objective and polices, and that requiring
the Corporation to mimic the S&P 500 rather than pursue its objective in light
of investment consideration and changing market conditions would be a great
disservice to the Corporation and its long-term Stockholders for the reasons
discussed above. For all of these reasons, your Directors recommend that you
vote AGAINST this proposal in order to assure that the Corporation will always
have the flexibility to be "an investment you can live with."

This proposal will not be adopted unless the votes cast in favor of such
proposal exceed the votes cast against it. Abstentions and broker non-votes will
not be counted as either for or against the proposal. If not otherwise
specified, Proxies will be voted AGAINST approval of the proposal. The adoption
of the proposal would not in itself result in any action, but would simply
amount to a request for action by the Board.

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

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

<PAGE>

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

Notice is hereby given that any Stockholder proposal that may properly be
included in the proxy solicitation material for the next Annual Meeting, now
scheduled for May 1998, must be received by the Corporation no later than
December 15, 1997.

E. EXPENSES
-----------

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

By order of the Board of Directors,

/s/ Frank J Nasta
----------------
Frank J Nasta

Secretary

-----------

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

<PAGE>

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

Tri-Continental
Corporation

Notice of Annual Meeting
of Stockholders
and
Proxy Statement

==============================================================================
Time: May 15, 1997
10:00 A.M.
==============================================================================
Place: World Trade Center
Commonwealth Pier
164 Northern Avenue
Boston, Massachusetts 02210

- --------------------------------------------------------------------------------
Please date, fill in and sign the enclosed form of Proxy and mail it in the
enclosed return envelope which requires no postage if mailed in the United
States.
- --------------------------------------------------------------------------------

[LOGO]

<PAGE>

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

The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Annual Meeting of Stockholders of
TRI-CONTINENTAL CORPORATION to be held May 15, 1997 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies, with power of
substitution to attend the Annual Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
and on any other business that may properly come before the Meeting.

This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR proposals 2 and 3 and
AGAINST Proposals 4, 5, 6, 7 and 8.

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

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

- --------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR EACH OF THE
NOMINEES AND FOR PROPOSALS 2 AND 3
- --------------------------------------------------------------------------

1. ELECTION OF DIRECTORS
NOMINEES: John R. Galvin, William C. Morris, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer and Brian T. Zino
/ / FOR / / WITHHOLD / / WITHHOLDING AUTHORITY
all nominees all nominees for individual nominees listed
below

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

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

3. Approval of amendment to the Charter to increase the authorized shares
of Common Stock
/ / FOR / / AGAINST / / ABSTAIN

YOUR VOTE IS IMPORTANT. COMPLETE, SIGN ON REVERSE SIDE AND RETURN THIS CARD AS
SOON AS POSSIBLE. MARK EACH VOTE WITH AN X IN THE BOX.

<PAGE>

- --------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST
PROPOSALS 4, 5, 6, 7 AND 8
- --------------------------------------------------------------------------

4. Stockholder Proposal relating FOR / / AGAINST / / ABSTAIN / /
to limitations on the issuance
of new shares

5. Stockholder Proposal relating FOR / / AGAINST / / ABSTAIN / /
to share repurchase program

6. Stockholder Proposal relating to FOR / / AGAINST / / ABSTAIN / /
conversion from a closed-end fund
to an open-end fund

7. Stockholder Proposal imposing FOR / / AGAINST / / ABSTAIN / /
additional qualification
requirements on potential Directors

8. Stockholder Proposal relating to FOR / / AGAINST / / ABSTAIN / /
conversion to an index fund

DATED --------------------------------------------------, 1997

--------------------------------------------------------------
Signature

--------------------------------------------------------------
Signature (if jointly held)

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

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS
POSSIBLE. MARK EACH VOTE WITH AN X IN THE BOX.

<PAGE>

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