TRI CONTINENTAL CORP, DEF 14A, 1998-04-20

TRI CONTINENTAL CORP
DEF 14A, 1998-04-20

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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 of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

TRI-CONTINENTAL CORPORATION
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

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

2) Aggregate number of securities to which transaction applies:

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

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

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

4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:
-------------------------------------------------------------------

|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by 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:

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4) Date Filed:

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<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 21, 1998

To the Stockholders:

The 68th Annual Meeting of Stockholders (the "Meeting") of Tri-Continental
Corporation, a Maryland corporation (the "Corporation"), will be held at the
Ritz-Carlton, 100 Carondelet Plaza, St. Louis, Missouri 63105 on May 21, 1998 at
10:00 A.M., for the following purposes:

(1) To elect four Directors;
(2) To act on a proposal to ratify the selection of Deloitte & Touche
LLP as auditors of the Corporation for 1998; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof, including acting upon the
three Stockholder proposals presented under the heading "Other
Matters" in the Proxy Statement accompanying this Notice, if those
proposals are brought before the Meeting;
all as set forth in the Proxy Statement accompanying this Notice.

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

The close of business on March 26, 1998 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof.

By order of the Board of Directors,

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

Dated: New York, New York, April 20, 1998

-------------
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 20, 1998

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

PROXY STATEMENT

for the
Annual Meeting of Stockholders to be held on May 21, 1998

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 68th Annual Meeting
of Stockholders (the "Meeting") to be held in St. Louis, Missouri on May 21,
1998.

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 four Directors, (ii) for the ratification of selection of auditors,
(iii) 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 26, 1998 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 105,598,741 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 21, 1998, the persons named as
proxies may propose and vote for one or more adjournments of the Meeting if a
quorum is not represented or, if a quorum is so represented, only with respect
to such management proposal, with no notice other than an announcement at the
Meeting, and further solicitation may be made. Shares represented by proxies
indicating a vote against a management proposal will be voted against
adjournment in respect of that proposal.

2
<PAGE>

The Corporation's investment advisor is J. & W. Seligman & Co. Incorporated
(the "Manager"). The Corporation's stockholder service agent is Seligman Data
Corp. The address of each of these entities is 100 Park Avenue, New York, NY
10017. The Corporation will furnish, without charge, a copy of its most recent
annual report to any Stockholder 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 20, 1998.

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, four Directors are to be elected. Dr. Alice S.
Ilchman and Messrs. Frank A. McPherson, Richard R. Schmaltz and Brian T. Zino,
each of whose term will expire at the 1998 Annual Meeting, have 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 2001.

It is the intention of the persons named in the accompanying form of Proxy
to nominate and to vote for the election of Dr. Ilchman and Messrs. McPherson,
Schmaltz and Zino. Dr. Ilchman has been a Director of the Corporation since 1990
and was last elected by Stockholders at the 1995 Annual Meeting. Mr. McPherson
has been a Director of the Corporation since he was elected by Stockholders at
the 1995 Annual Meeting. Mr. Schmaltz has been a Director of the Corporation
since he was elected by Stockholders at the 1997 Annual Meeting. Mr. Zino has
been a Director of the Corporation since 1993 and was last elected by
Stockholders at the 1997 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 Dr. Ilchman and Messrs. McPherson,
Schmaltz and Zino, as well as the other Directors of the Corporation, follows.

3
<PAGE>

Principal Occupation and Other Information
<TABLE>
<CAPTION>

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
a Director and (Age) as a Director 1940, as amended) because of their stated associations. March 26, 1998
- ----------------------- ----------------- ---------------------------------------------- --------- -------------------
<S> <C> <C> <C>
Alice S. Ilchman 2001 PRESIDENT, SARAH LAWRENCE COLLEGE, 5,227 Common
1990 to Date BRONXVILLE NY. Dr. Ilchman is a Shares
(63) Director or Trustee of each of the
Seligman Group of investment
companies.+ is also Chairman of The
(PHOTO) Rockefeller Foundation and a
Director of The Committee for
Economic Development She was
formerly a Trustee of The Markle
Foundation; and a Director of the
International Research & Exchange
Board and NYNEX.

Frank A. McPherson 2001 RETIRED CHAIRMAN OF THE BOARD AND 2,916 Common
1995 to Date CHIEF EXECUTIVE OFFICER OF KERR- Shares
(64) MCGEE CORPORATION, OKLAHOMA CITY,
OK. Mr. McPherson is a Director or
Trustee of each of the Seligman
(PHOTO) Group of investment companies.+ He
is also a Director of Kimberly-Clark
Corporation, Bank of Oklahoma
Holding Company, Baptist Medical
Center, Oklahoma Chapter of the
Nature Conservancy, Oklahoma Medical
Research Foundation, and National
Boys and Girls Clubs of America; and
President of the Oklahoma Foundation
for Excellence in Education. He was
formerly Chairman of the Oklahoma
City Chamber of Commerce and the
Oklahoma City Public Schools
Foundation; a Director of the
Federal Reserve System's Kansas City
Reserve Bank; and a Member of The
Business Roundtable.
</TABLE>

4
<PAGE>

Principal Occupation and Other Information
<TABLE>
<CAPTION>

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
a Director and (Age) as a Director 1940, as amended) because of their stated associations. March 26, 1998
- ----------------------- ----------------- ---------------------------------------------- --------- -------------------
<S> <C> <C> <C>
Richard R. Schmaltz* 2001 DIRECTOR AND MANAGING DIRECTOR, 2,570 Common
1997 to Date DIRECTOR OF INVESTMENTS, J. & W. Shares
(57) SELIGMAN & CO. INCORPORATED, NEW
YORK, NY. Mr. Schmaltz is a Director
or Trustee of each of the Seligman
Group of investment companies,+ with
(PHOTO) the exception of Seligman Cash
Management Fund, Inc. He is also a
Director of Seligman Henderson Co.
and a Trustee Emeritus of Colby
College. He was formerly Director,
Investment Research at Neuberger &
Berman from May 1993 to September
1996 and Executive Vice President of
McGlinn Capital from July 1987 to
May 1993.

*Brian T. Zino* 2001 DIRECTOR AND PRESIDENT, J. & W. 24,194 Common
1993 to Date SELIGMAN & CO.INCORPORATED, NEW YORK, Shares
(45) NY. Mr. Zino is President of each
of the Seligman Group of investment
companies,+ with the exception of
Seligman Quality Municipal Fund, Inc.
(PHOTO) and Seligman Select Municipal Fund,
Inc. He is also a Director or Trustee
of each of the Seligman Group of
investment companies; Chairman of
Seligman Data Corp.; and a Director
of Seligman Financial Services, Inc.,
Seligman Services, Inc. and Seligman
Henderson Co.

</TABLE>
5
<PAGE>

OTHER DIRECTORS

The other Directors of the Corporation whose terms will not expire in 1998
are:

Principal Occupation and Other Information
<TABLE>
<CAPTION>

Securities
The persons designated by asterisk (*) are Beneficially
Expiration of "interested persons" of the Corporation (as that Owned, Directly or
Name, Period Served as Present Term term is defined in the Investment Company Act of Indirectly, as of
a Director and (Age) as a Director 1940, as amended) because of their stated associations. March 26, 1998
- ----------------------- ----------------- -------------------------------------------------------- -------------------
<S> <C> <C> <C>
John R. Galvin 2000 DEAN, FLETCHER SCHOOL OF LAW AND 654 Common
1995 to Date DIPLOMACY AT TUFTS UNIVERSITY, Shares
(68) MEDFORD, MA. General Galvin is Direc-
tor 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
Raytheon Co., the National Defense
University, and the Institute for
Defense Analysis. He was formerly a
Director of USLIFE Corporation;
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.
</TABLE>

6
<PAGE>

Principal Occupation and Other Information
<TABLE>
<CAPTION>

Securities
The persons designated by asterisk (*) are Beneficially
Expiration of "interested persons" of the Corporation (as that Owned, Directly or
Name, Period Served as Present Term term is defined in the Investment Company Act of Indirectly, as of
a Director and (Age) as a Director 1940, as amended) because of their stated associations. March 26, 1998
- ----------------------- ----------------- ---------------------------------------------- --------- -------------------
<S> <C> <C> <C>
John E. Merow 1999 RETIRED CHAIRMAN AND SENIOR PARTNER, 14,070 Common
1991 to Date SULLIVAN & CROMWELL, LAW FIRM, NEW Shares
(68) YORK, NY. Mr. Merow is a Director or
Trustee of each of the Seligman Group
of investment companies.+ He is also
a Director of Commonwealth
Industries, Inc., the Foreign Policy
Association, the Municipal Art
Society of New York, and the United
States Council for International
Business; Chairman of the American
Australian Association; Chairman of
The New York and Presbyterian
Hospital Care Network, Inc. and a
Trustee of The New York and
Presbyterian Hospital; Vice Chairman
of the United States-New Zealand
Council; and a Member of the American
Law Institute and the Council on
Foreign Relations.

Betsy S. Michel 1999 ATTORNEY, GLADSTONE, NJ. Mrs. Michel 33,302 Common
1985 to Date is a Director or Trustee of each of Shares
(55) the Seligman Group of investment
compa- nies.+ She is also a Trustee of
The Geraldine R. 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>

7
<PAGE>

Principal Occupation and Other Information
<TABLE>
<CAPTION>

Securities
The persons designated by asterisk (*) are Beneficially
Expiration of "interested persons" of the Corporation (as that Owned, Directly or
Name, Period Served as Present Term term is defined in the Investment Company Act of Indirectly, as of
a Director and (Age) as a Director 1940, as amended) because of their stated associations. March 26, 1998
- ----------------------- ----------------- ---------------------------------------------- --------- -------------------
<S> <C> <C> <C>
William C. Morris* 2000 CHAIRMAN, J. & W. SELIGMAN & 68,153 Common
1988 to Date CO.Executive Officer of each of the Shares
(60) INCORPORATED, NEW YORK, NY. Seligman
Group of investment Mr. Morris is
Chairman and Chiefcompanies;+
Chairman of Seligman Financial
Services, Inc. and Seligman Services,
Inc.; and a Director of Seligman Data
Corp. He is 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.

James C. Pitney 1999 RETIRED PARTNER, PITNEY, HARDIN, KIPP 25,048 Common
1981 to Date & SZUCH, LAW FIRM, MORRISTOWN, NJ. Mr. Shares
(71) Pitney is a Director or Trustee of
each of the Seligman Group of
investment companies.+ He was
formerly a Director of Public Service
Enterprise Group.

James Q. Riordan 2000 DIRECTOR, VARIOUS ORGANIZATIONS, 152,354 Common
1989 to Date STUART, FL. Mr. Riordan is a Director Shares
(70) or Trustee of each of the Seligman
Group of investment companies.+ He is
also a Director of The Houston
Exploration Company, The Brooklyn
Museum, Keyspan Energy Corporation,
Brooklyn Union Gas Company, The
Committee for Economic Development,
and Public Broadcasting Service
(PBS). He was formerly Vice Chairman
of Mobil Corporation; 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. and Dow Jones &
Company, Inc.
</TABLE>

8
<PAGE>

Principal Occupation and Other Information
<TABLE>
<CAPTION>

James N. Whitson 1999 RETIRED EXECUTIVE VICE PRESIDENT AND 7,012 Common
1993 to Date CHIEF OPERATING OFFICER OF SAMMONS Shares
(63) ENTERPRISES, INC., DALLAS, TX. Mr.
Whitson is a Director or Trustee of
each of the Seligman Group of
investment companies.+ He is also a
Consultant to and Director of Sammons
Enterprises, Inc.; and a Director of
C-SPAN and CommScope, Inc. He was
formerly a Director of Red Man Pipe
and Supply Company.
</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., Seligman Select Municipal Fund, Inc., and Seligman Value Fund
Series, 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 8,205 shares. At March 26, 1998, 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 32,030 shares in three trusts
over which she serves as co-trustee. Mr. Morris disclaims beneficial ownership
of 27,284 shares in three trusts for his children. Mr. Zino disclaims beneficial
ownership of 933 shares registered in his wife's name.

As of January 1, 1997, Mr. Richard R. Schmaltz bought 500 Class A common
shares and 500 Class B common shares of the Manager from the Manager, each at a
price of $230.60 per share. As of January 1, 1998, Mr. Schmaltz bought 500 Class
A common shares and 1,000 Class B common shares of the Manager from the Manager,
each at a price of $239.48 per share.

The Board of Directors met six times during 1997. 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 five times in 1997. Members of the Committee are Messrs. Riordan
(Chairman), Galvin, McPherson, Merow, Pitney, Shafer and Whitson, Dr. Ilchman
and Mrs. Michel.

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 1997. 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 the Stockholders and
selects and proposes nominees for election by the Board between Annual Meetings.
The Committee will consider suggestions from

10
<PAGE>

Stockholders submitted in writing to the Secretary of the Corporation. The
Committee met once in 1997. Members of this Committee are Messrs. Pitney
(Chairman), Riordan and Shafer and Dr. Ilchman.

EXECUTIVE OFFICERS OF THE CORPORATION

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

<TABLE>
<CAPTION>
Position with Corporation and
Name Age Principal Occupation During Past Five Years
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles C. Smith, Jr. 41 VICE PRESIDENT AND PORTFOLIO MANAGER OF THE CORPORATION since
December 1994. Mr. Smith is a Managing Director of the
Manager, a position he has held since January, 1994. Prior
thereto, he was 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 52 VICE PRESIDENT OF THE CORPORATION since May 1996. Mr. Kadlec
is a Managing Director of the Manager and Chief Investment
Strategist of Seligman Financial Services, Inc.

Lawrence P. Vogel 41 VICE PRESIDENT OF THE CORPORATION since January 1992. Mr.
Vogel is Senior Vice President, Finance of the Manager. He is
Vice President of the other investment companies in the
Seligman Group. 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 33 SECRETARY OF THE CORPORATION since March 1994. Mr. Nasta is
Senior Vice President, Law and Regulation and Corporate
Secretary of the Manager. He is Secretary of the other
investment companies in the Seligman Group. He is also
Corporate Secretary of Seligman Financial Services, Inc.,
Seligman Services, Inc., Seligman Henderson Co., and Seligman
Data Corp.

Thomas G. Rose 40 TREASURER OF THE CORPORATION since November 1992. Mr. Rose is
Treasurer of the other investment companies in the Seligman
Group. He is also Treasurer of Seligman Data Corp.
</TABLE>

11
<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 retainer fees of $16,000 per year.
In addition, such Directors are currently paid a total of $2,000 for each day on
which they attend Board and/or Committee meetings, which is paid proportionately
by the Corporation and the other Seligman Group investment companies meeting on
the same day. The Directors are also reimbursed for the expenses of attending
meetings. Total Directors' fees paid by the Corporation for the year ended
December 31, 1997 were as follows:

<TABLE>
<CAPTION>
Number of Directors Capacity in which Remuneration Aggregate Direct
in Group was Received Remuneration
------------------ ----------------------------- ---------------
<S> <C> <C>
9 Directors and Members of Committees $168,000.00
</TABLE>
Director's attendance, retainer and/or committee fees paid to each Director
during 1997 were as follows:

<TABLE>
<CAPTION>
Aggregate Pension or Retirement Total Compensation
Compensation Benefits Accrued as From Corporation and
Name From Corporation Part of Corporation Expenses Fund Complex*
- ----------------------------- ---------------- ---------------------------- --------------------
<S> <C> <C> <C>
John R. Galvin $19,600.00 -0- $69,000.00
Alice S. Ilchman 18,000.00 -0- 65,000.00
Frank A. McPherson 18,400.00 -0- 66,000.00
John E. Merow 18,000.00+ -0- 65,000.00
Betsy S. Michel 19,600.00 -0- 69,000.00
James C. Pitney 17,600.00+ -0- 64,000.00
James Q. Riordan 18,800.00 -0- 67,000.00
Robert L. Shafer 18,800.00 -0- 67,000.00
James N. Whitson 19,200.00+ -0- 68,000.00
-----------
$168,000.00
===========
</TABLE>
- ---------------
* There are 17 other investment companies in the Seligman Group.
+ Mr. Merow, who had deferred receiving his fees from the Corporation from
1991 up to 1997, has a balance as of December 31, 1997 of $126,735 in his
deferred plan, including interest earned. Mr. Pitney, who had deferred
receiving his fees from the Corporation from 1983 up to 1993, has a balance
as of December 31, 1997 of $263,955 in his deferred plan, including
interest earned. Mr. Whitson has elected to defer receiving his fees from
the Corporation. From 1993 through December 31, 1997, Mr. Whitson has
deferred $97,044, including interest earned.

12
<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 EACH OF THE
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 1998, 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 1998. 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 RATIFICATION OF THE SELECTION
OF DELOITTE & TOUCHE LLP AS AUDITORS OF THE CORPORATION.

C. OTHER MATTERS
----------------

Tri-Continental has received five proposals from Stockholders for inclusion
in this year's proxy material, three of which are set forth below. Mr. Nathan
Lipson has submitted a proposal for five consecutive years. Mrs. Eleanor Lipson
has submitted a proposal for three consecutive years. Additionally, proposals
have been submitted by Mr. Jack N. Bonne and Mr. Thomas S. Shea, which have been
omitted on the grounds that they were substantially duplicative of the proposal
submitted by Ms. Leatrice Brenin. Your Board of Directors unanimously recommends
that you vote Against each of the Stockholder proposals. The Board's reasoning
is set forth following each proposal in a statement of opposition which you are
urged to read carefully.

13
<PAGE>

Stockholder Proposal No. 1
(Proposal 3)

Mr. Nathan Lipson, 3040 Foxcroft Road, Ann Arbor, Michigan, 48104 is the
registered owner of 33,133 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
consider directing management to allow access to the names and addresses of all
shareholders, to any shareholder who submits a proposal to be considered at the
annual meeting.

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

Tri-Continental Corporation has over 90 million voting shares held by many
thousands of shareholders who are dispersed throughout the United States. A
shareholder who wishes to cause change in corporate policy which is not approved
by management and the board of directors is limited to submitting a proposal and
supporting statement for consideration at the annual meeting.

It is obvious to me that a proposal and explanation in a proxy statement
that shareholders receive only about a month before the annual meeting is not
adequate to alert shareholders as to important issues that may be raised. Nor is
it practical for an individual shareholder to take out advertisements in the
media nationwide. The result is that MANY SHAREHOLDERS MAY BE INADEQUATELY
INFORMED OF PROPOSALS PRIOR TO THE ANNUAL MEETING and thus may not support a
proposal because it is not understood.

The above communication problem might be overcome IF A SHAREHOLDER WERE
ABLE TO WRITE TO OTHER SHAREHOLDERS IN ADVANCE OF THE ANNUAL MEETING. However,
TRI-CONTINENTAL MANAGEMENT HAS REPEATEDLY REFUSED ACCESS TO THE NAMES AND
ADDRESSES OF SHAREHOLDERS, thereby THWARTING COMMUNICATION for legitimate
corporate purposes.

At the 1997 Annual Meeting MANAGEMENT EVEN REFUSED TO ALLOW INSPECTION OF
THE LIST OF SHAREHOLDERS, which was a departure from prior practice. Such
behavior reinforces my belief that MANAGEMENT WISHES TO INHIBIT COMMUNICATION
AMONG SHAREHOLDERS.

Management may justify its refusal to allow shareholder access on the basis
of Maryland law, where Tri-Continental is incorporated. Maryland requires that a
substantial number of shareholders or outstanding shares demand release of the
list of shareholders before management is compelled to allow such access. In
contrast, DELAWARE AND OTHER STATES ALLOW ACCESS TO THE LIST OF SHAREHOLDERS
without the Maryland limitation. MANAGEMENT CAN, and should ALLOW similar ACCESS
FOR TRI-CONTINENTAL SHAREHOLDERS.

14
<PAGE>

It is clear to me that CORPORATE DEMOCRACY AT TRI-CONTINENTAL COULD BE
ADVANCED IF SHAREHOLDERS WERE ABLE TO READILY COMMUNICATE WITH EACH OTHER. As a
long-term shareholder who would like to see reforms in the company, 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.

Mr. Lipson's proposal would require that the Corporation make the names and
addresses of its Stockholders available to any Stockholder who indicates an
intention to submit a proposal at the annual meeting, without first determining
whether (i) the requesting stockholder has a demonstrable interest in the
affairs of the Corporation, (ii) whether the purpose for which the request is
made is a proper purpose, or (iii) whether the stockholder's stated intention to
submit a proposal will indeed be carried out. The Corporation believes that
implementation of the proposal submitted by Mr. Lipson would upset the balance
of interests provided for by Maryland and Federal law, as discussed below, and
could subject Stockholders to commercial or other unwanted solicitation or
public disclosure of their names, addresses and holdings in the Corporation.

Mr. Lipson argues that without free access to stockholder lists, many
Stockholders may be inadequately informed of proposals prior to the annual
meeting and may not support a proposal because it is not understood. This
argument calls into question decades of industry practice and indeed, the
rational basis of all decisions taken by stockholders at annual meetings and
special meetings. The Directors believe that the requirements relating to
stockholder communication and access to corporate records are the product of
thoughtful and reflective development by many participants, including
corporations, stockholders, regulatory authorities and state legislatures and
have been carefully drafted with due consideration given to the various
interests at stake.

Tri-Continental is a corporation organized under the laws of the State of
Maryland. The Maryland General Corporation Law (the "Law") restricts the
availability of stockholder lists to 5% stockholders who have held their shares
for at least six months. Unlike the corporation laws of other states (including
Delaware), the Law does not specifically require that a stockholder requesting
access to the list demonstrate a "proper purpose." However, the 5% and minimum
holding period thresholds are designed, in part, to ensure that access to
otherwise confidential information concerning each stockholder, including
mailing address and number of shares owned, and the attendant expense to the
corporation, is permitted only where the amount of stockholding is significant
compared to a company's entire capital stock structure. The 5% requirement
reflects an effort to ensure that there is a demonstrable likelihood that the
requesting stockholder has a legitimate interest in the affairs of the
corporation.

15
<PAGE>

The courts have commented that the Law was intended to strike a balance
between a stockholder's right to inspect the corporation's records and
management's need to conduct the day to day business of the corporation without
undue interference. The Law also ensures some measure of protection for
stockholders against commercial or other unwanted solicitations which may occur
if the list of stockholders is generally available without a showing of
legitimate interest or proper purpose.

The Corporation is also subject to Federal proxy regulations which provide
different standards to ensure, among other things, that access to the
Corporation's proxy materials for stockholder proposals is made available. These
Federal regulations do not require the Corporation to compromise stockholder
confidentiality. For example, Mr. Lipson has had four of his five submitted
proposals and supporting statements included, at the Corporation's (and
ultimately, the Stockholders') expense, in the Corporation's proxy statement for
the past four years. Additionally, a number of other Stockholders have similarly
had their proposals and supporting statements included in the Corporation's
proxy statement. Given that the Corporation distributes admissible Stockholder
proposals and supporting statements in its own proxy materials, a Stockholder
has an inexpensive means of stockholder communication without any need for
indiscriminate disclosure of the names and addresses of Stockholders.

Currently more than 40,000 Stockholders, representing more than 52% of the
outstanding shares of the Corporation, have chosen to hold their shares in the
Corporation directly rather than in "street name" through a broker or other
intermediary. The Directors are concerned that, if the list of Stockholders
became readily available, many Stockholders would feel compelled to transfer
their shares to "street name" in order to avoid unwanted solicitations,
inconveniencing such persons and reducing the ability of the Corporation to
communicate directly with its Stockholders.

Additionally, the Corporation, as a courtesy, prints each proponent's name
and address in the proxy statement, allowing Stockholders to initiate contact
with proponents if they so choose. The Corporation is not required to print
proponents' names and addresses in the proxy statement.

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 consideration by the Board.

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

16
<PAGE>

Stockholder Proposal No. 2
(Proposal 4)

Mrs. Eleanor Lipson, 3040 Foxcroft Road, Ann Arbor, Michigan 48104 is the
registered owner of 26,096 shares of the Corporation's Common Stock and has
notified the Corporation that she intends to introduce the following proposal at
the meeting:

RESOLVED, that the shareholders recommend that the board of directors take
the steps necessary to provide 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.

Mrs. Lipson has submitted the following statement in support of her
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
objectives than Tri-Continental, 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 other company
boards. 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 WATCH FOR WEAK EXECUTIVES AND POOR COMPANY
PERFORMANCE. The New York Times of November 17, 1996, ran an article, "WHEN
DIRECTORS PLAY MUSICAL CHAIRS -- SEATS ON TOO MANY BOARDS SPELL PROBLEMS FOR
INVESTORS." MULTIPLE DIRECTORS 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 cause
our board to give more weight to the views of the manager and other fund
considerations than to Tri-Continental shareholders. Changes are needed to
involve the average Tri-Continental shareholder in the governance of our
corporation and to avoid possible conflicts of interest on the board. Some of
the outside directors do not have long association with our company. The answer
to management's concern about keeping qualified directors is that THERE ARE MANY
QUALIFIED DIRECTOR CANDIDATES OUTSIDE OF THOSE WHO RUN THE OTHER SELIGMAN FUNDS.

17
<PAGE>

Over the long term, TRI-CONTINENTAL'S TOTAL RETURN has LAGGED BEHIND THE
STANDARD & POOR'S 500 COMPOSITE STOCK INDEX and below the performance of many
open-end mutual funds. This helps explain the PERSISTENT DOUBLE DIGIT DISCOUNT
FROM NET ASSET VALUE IN THE MARKET PRICE OF OUR SHARES. An independent board
could direct management to change this situation.

In 1996 OVER 11 MILLION SHARES, representing OVER 21% OF THE SHARES VOTED,
SUPPORTED THIS REFORM. As more shareholders get the message that MANAGEMENT
ACCOUNTABILITY might be better accomplished by a board that includes MORE
DISINTERESTED AND DEDICATED OUTSIDE DIRECTORS, this proposal could carry in
1998. As a long term shareholder with a significant investment in
Tri-Continental, I URGE YOUR SUPPORT FOR DEMOCRACY IN THE GOVERNANCE OF OUR
CORPORATION.

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

The 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 Stockholders
choose 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. Loss of any of these
valuable Directors would result in the loss of important Board continuity and of
a significant depth of expertise, talent and experience. Maintaining such
continuity and having the benefit of such expertise, talent and experience are
tremendous assets and are in the best interests of the Corporation and its
Stockholders.

Stockholders have considered and rejected this proposal at the 1995, 1996
and 1997 annual meetings, and 83%, 78% and 80% of the votes cast, respectively,
were cast against the proposal.

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 of only
one fund. In addition, similar issues often confront the boards of various
investment companies in a complex of funds.

18
<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 Tri-Continental's Stockholders.
The Directors believe that this unique experience and insight would be
unavailable to the Corporation if this proposal were adopted.

There is no requirement that Directors of the Corporation serve as
directors of other funds managed by Seligman, and every Director is fully
accountable to the Stockholders of Tri-Continental 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 limit that
choice.

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

The compensation of the Corporation's Directors is set having regard to the
fact that they serve on the boards of other funds managed by Seligman, and if
they were not directors of such other funds, the Corporation would find it
necessary to increase Director remuneration significantly, increasing the
expenses of the Corporation.

Mrs. Lipson suggests that the report (the "Report") of the Blue Ribbon
Commission on Director Professionalism of the National Association of Corporate
Directors (the "NACD") supports her proposal. We disagree. First, the NACD has
not "urged that outside directors serve on no more than 6 corporate boards," as
Mrs. Lipson 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, Mrs. Lipson'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."

19
<PAGE>

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

Stockholder Proposal No. 3
(Proposal 5)

Ms. Leatrice Brenin, 4 Radcliff Drive, Great Neck, New York 11024 is the
registered owner of 660 shares of the Corporation's common stock and has
notified the Corporation that she intends to introduce the proposal set forth
below at the meeting.

Resolved: That the shareholders of the Tri-Continental Corporation
--------- recommend that the Board of Directors expedite the process to
ensure the Fund's shares can be purchased and sold at Net Asset Value. Suggested
alternatives include: (1) Conversion to an open-end investment company; or (2) A
merger of the Fund with an existing open-end investment company.

Ms. Brenin has submitted the following statement in support of her
proposal:

Shares of the Tri-Continental Corporation have consistently been trading at
a significant discount to Net Asset Value (NAV), this is unacceptable.

As a long term owner of the shares, I believe that shareholder loyalty and
patience have not been rewarded. It is my belief that the closed-end structure
has exacted huge costs in lost income, far exceeding any benefits shareholders
may have hoped to receive over the years. I strongly believe that shareholders
would benefit significantly by changing the Fund from a closed-end investment
company to an open-end investment company. I believe the one time conversion
cost would be inconsequential in relation to the greater price appreciation that
could immediately benefit shareholders.

Recent conversion of closed-end funds to open-end funds, and in a number of
cases supported by their Board of Directors, have been amply rewarding to
shareholders. Furthermore, it is my opinion that this strategic move will
provide the Tri-Continental Corporation with the opportunity to raise new
capital more easily by selling shares at Net Asset Value plus any applicable
sales commissions. Funds that have recently moved to an open-end structure are
Pilgrim American Bank and Thrift Fund and New Age Media Fund.

20
<PAGE>

Management has not been successful in an effort to address the discount
problem over the years. The Board of Directors has a fiduciary duty to the
shareholders. I believe they must be urged to consider the value enhancing
options in this proposal. It is both timely and proper. Most importantly, it
will be substantially beneficial to shareholders' net worth.

I URGE YOUR SUPPORT, VOTE FOR THIS PROPOSAL

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
many years. The Stockholders of the Corporation have overwhelmingly rejected
similar proposals on seven prior occasions, most recently in 1995, 1996 and
1997. The Directors continue to believe that the proposal to convert the
Corporation into an open-end (mutual) fund, whether through charter amendments
or a combination with a mutual fund, is not in the best interests of
Tri-Continental 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 and wish to remain in a
closed-end fund.

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 the 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.

21
<PAGE>

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 experienced such large
redemptions after converting to open-end status that the funds agreed to merge
in 1992. Prudential Strategic Income Fund suffered redemptions of approximately
52% of its assets within eighteen months of conversion to open-end status and
Prudential Global Income Fund experienced redemptions equivalent to
approximately 37% of its assets in the first six months after conversion to
open-end status. In October 1995, Global Privatization Fund merged with and into
Alliance Worldwide Privatization Fund. The combined open-end fund, which had net
assets of approximately $1 billion, experienced redemptions of approximately
$200 million within the first week, and $400 million within three months, of the
merger. In 1996, Emerging Tigers Fund (now Merrill Lynch Emerging Tigers Fund)
experienced redemptions of approximately 40% of its net assets within six months
of its conversion. More recently, Alliance Global Environment Fund suffered
redemptions of more than 50% of its net assets within three weeks of conversion
to open-end status in October 1997.

Significant redemptions could adversely affect the performance of the
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 unfavorable prices and therefore could
be least advantageous for non-redeeming Stockholders.

o Redemptions could force the 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. Liquidity concerns would
constrain the portion of the Corporation's assets that could be
invested in less liquid securities that may be highly attractive
from an investment point of view.

o The Corporation could find it necessary to make arrangements to
sell new shares to offset redemptions. This could include adopting
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 Because a portion of the Corporation's operating expenses remain
relatively constant as assets expand or contract, the Corporation's
expense ratio (the ratio of operating expenses to average net
assets) would increase as redemptions took place.

22
<PAGE>

o Continuous sales and redemptions of the Corporation's shares could
result in increased shareholder service costs, which would increase
Tri-Continental's expense ratio. An increase in the Corporation's
expense ratio would have a direct adverse effect on the
Corporation's dividend yield and total return.

The Directors believe that the Corporation's investment performance is more
important than the discount to most long-term investors. However, the
Corporation has regularly investigated the possible reasons for the discount and
possible approaches for reducing it, including share repurchase programs and
managed distribution policies. A detailed discussion is included in the
Corporation's 1997 Annual Report. The Corporation has also reviewed the opinions
of industry experts and various academic studies on the subject of closed-end
fund discounts. The Board has reviewed these matters and intends to review them
on an ongoing basis in the future. 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 sometimes 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. While there can be no assurance that there will be a substantial
reduction in the current discount, there is likewise no reason to believe that,
in the future, shares will not trade at a narrower discount or at or above their
net asset value as they have in the past.

While discounts persist, investors are able to purchase shares in the
market and put more than a dollar of net assets to work for them for every
dollar invested. In fact, 83% 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.

The Stockholders have overwhelmingly voted against proposals to open-end
the Corporation at seven prior annual meetings. In 1997, 1996 and 1995,
proposals similar to the current proposal were rejected by 83%, 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.

Stockholders of several other closed-end investment companies have
considered and rejected similar stockholder proposals. For example, in 1995, 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. In 1997, the stockholder of
Emerging Germany Fund, Inc., Templeton Global Governments Income Trust and
Templeton Global Income Fund rejected similar proposals.

23
<PAGE>

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 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. In addition, the Corporation has historically had an unusually low
expense ratio, and this benefit to Stockholders would be jeopardized by
open-ending.

Open-ending would cause the Corporation to lose its listing on the New York
Stock Exchange ("NYSE"). The 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 wishing to reduce their investment
in the Corporation would redeem their shares, and the assets of the Corporation
would be reduced. Moreover, certain investors, such as some pension funds, have
internal restrictions on the amount of their portfolio that may be invested in
unlisted securities. Such Stockholders might be forced to redeem their shares if
the Corporation converted to an open-end fund.

In summary, the Directors believe that there is an important continuing
service to be provided to the investing public by maintaining Tri-Continental as
a large and broadly diversified closed-end investment fund. Your vote against
this proposal will help to ensure Tri-Continental's continuity as a closed-end
fund in the long-term interest of all its Stockholders.

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

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

24
<PAGE>

The Corporation 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 1999, must be received by the Corporation no later than
December 21, 1998.

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
-------------------------
Secretary

---------

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

25
<PAGE>

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<PAGE>

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<PAGE>

TRI-CONTINENTAL
CORPORATION

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT

====================
Time: May 21, 1998
10:00 A.M.
====================

Place: Ritz-Carlton
100 Carondelet Plaza
St. Louis, Missouri 63105

- -----------------------------------------------
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]

TRI-CONTINENTAL CORPORATION
Managed by

LOGO]

J. & W. Seligman & Co.
incorporated
Investment Managers and Advisors
established 1864
100 Park Avenue, New York, NY 10017

<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 21, 1998 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 to the Board of Directors, FOR Proposal 2 and AGAINST
Proposals 3,4 and 5.

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

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

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

1. ELECTION OF DIRECTORS

NOMINEES: Alice S. Ilchman, Frank A. McPherson, Richard R. Schmaltz, and
Brian T. Zino

[ ] FOR [ ] AGAINST [ ] WITHHOLDING AUTHORITY
all nominees all nominees for individual nominees listed below

_____________________________________________________________________________

2. Ratification of the selection of Deloitte & Touche LLP as Auditors

[ ] FOR [ ] AGAINST [ ] ABSTAIN

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 3, 4 and 5
- --------------------------------------------------------------------------------

3. Stockholder proposal relating to access to stockholder list

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Stockholder proposal imposing additional qualification requirements on
potential Directors

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. Stockholder proposal relating to open-ending

[ ] FOR [ ] AGAINST [ ] ABSTAIN

DATED_____________________________, 1998

________________________________________
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

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

1. ELECTION OF DIRECTORS

NOMINEES: Alice S. Ilchman, Frank A. McPherson, Richard R. Schmaltz and
Brian T. Zino

[ ] FOR [ ] AGAINST [ ] WITHHOLDING AUTHORITY
all nominees all nominees for individual nominees listed below

_________________________________________________________________________

2. Ratification of the selection of Deloitte & Touche LLP as Auditors

[ ] FOR [ ] AGAINST [ ] ABSTAIN

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>

3. Stockholder proposal relating to access to stockholder list

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Stockholder proposal imposing additional qualification requirements on
potential Directors

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. Stockholder proposal relating to open-ending

[ ] FOR [ ] AGAINST [ ] ABSTAIN

DATED_____________________________, 1998

________________________________________
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.