TRI CONTINENTAL CORP
N-30D, 2000-03-07
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                  *******************************************

                            70TH ANNUAL REPORT 1999




                                   [TY SYMBOL]




                          TRI-CONTINENTAL CORPORATION

                        an investment you can live with


                  *******************************************
<PAGE>


TRI-CONTINENTAL CORPORATION INVESTS TO

PRODUCE FUTURE GROWTH OF BOTH CAPITAL

AND INCOME, WHILE PROVIDING REASONABLE

CURRENT INCOME.









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


<PAGE>

TRI-CONTINENTAL CORPORATION

To the Stockholders:                                           February 11, 2000


     Nineteen   ninety-nine   was  a   challenging   year  for   Tri-Continental
Corporation.  During this time, the market overwhelmingly  favored growth stocks
over value  stocks.  A small number of stocks,  particularly  in the  technology
sector,  continued to  experience  price gains,  while much of the market lagged
behind. In this environment, your Corporation,  which seeks companies with solid
valuation  characteristics  and strong  fundamentals,  posted a total  return of
10.67%  based on net asset value and 12.57% based on market  price.  At the same
time, the  Corporation's  peers, as measured by the Lipper  Closed-End  Growth &
Income Funds Average, posted a total return of 17.19%, and the Standard & Poor's
500 Composite Stock Price Index (S&P 500) posted a total return of 21.04%.

     All major US indices ended 1999 at record highs, with the S&P 500 achieving
a  fifth  consecutive  year  of  greater  than  20%  returns.   Despite  stellar
performances by the popular indices, the market was extraordinarily narrow. Just
over half of the stocks in the S&P 500 had positive  returns.  In addition,  the
outsized  returns of a few stocks  skewed the  indices.  Just seven  stocks were
responsible  for half of the S&P 500's  return;  five of these  were  technology
companies,  with  four of  those  delivering  astounding  triple-digit  returns.
Large-cap  growth and technology  companies  continued to dominate,  while value
stocks underperformed  considerably.  The market was driven to a large degree by
momentum and, in such a market, valuation and fundamentals are largely ignored.

     The US economy  remained strong in 1999 and, in January 2000, the expansion
became the  longest in US  history.  Both  domestic  and global  economies  were
stronger  during 1999 than perhaps  anyone had  anticipated  at the start of the
year. Throughout the year, the US economy showed no signs of slowing, triggering
concerns regarding inflation.  In response,  the Federal Reserve Board increased
the federal funds rate three times, completely reversing its 1998 rate cuts. The
Federal Reserve Board's skillful watch over the economy, both in its response to
the worldwide crisis of 1998 and its vigilance  regarding inflation in 1999, has
been a key contributor to the long-term  health of this remarkable  economy.  We
believe that the economy  will  continue to provide a positive  environment  for
equity  investing  in the year 2000.  However,  the Federal  Reserve  Board will
undoubtedly remain watchful for any signs of inflation.

     As we look further ahead,  into the 21st century,  we believe there is much
to be  optimistic  about,  with several  long-term  factors that should  support
equity  prices  for  many  years.  First  are  global  demographic  trends.  The
fastest-growing segment of the population in the US and other developed



<PAGE>

TRI-CONTINENTAL CORPORATION


countries  is the 45- to  64-year-old  age  group.  As this group  matures,  its
members are likely to spend less,  both of necessity for retirement  savings and
because,  while they are in their peak earning  years,  consumption  needs often
decrease. We believe that this will produce a groundswell of savings, which will
be a significant support for equity prices in the coming years.

     Second, America has been experiencing  disinflation since 1982, and nominal
interest rates have been in an 18-year secular downtrend.  Despite the uptick in
rates  during  1999,  we believe  that the  long-term  trend is one of continued
benign  inflation and low interest  rates, a positive  environment for the stock
market.  Third,  the  global  economy  has  rebounded  strongly  since  the 1998
financial  crisis.  We believe that this will  continue  and that stock  markets
around the world will benefit from a more positive global economic outlook.

     Fourth,  new  technology  has  allowed  the  economy to become  vastly more
productive,  and the sector now accounts for approximately 25% of gross domestic
product growth and approximately  40% of capital spending.  Technology has been,
and will  continue  to be,  responsible  for  substantial  changes  in  business
activity, both business-to-business and business-to-consumer.  However, while we
are highly enthusiastic about technology, we believe that investment behavior in
this area has become increasingly speculative.  As we seek opportunities in this
exciting sector,  we will remain committed to finding solid investment value and
to considering company fundamentals.

     We believe that commitment to an investment discipline through all types of
markets is a key to long-term investment success. The market cannot ignore stock
price valuation and company fundamentals  forever. We have always believed,  and
continue to believe,  that eventually stock prices will correspond to underlying
value.

     Thank you for your continued  support of  Tri-Continental  Corporation.  We
look forward to serving your investment needs for many years to come.


By order of the Board of Directors,


/s/ WILLIAM C. MORRIS                         /s/ BRIAN T. ZINO
- ---------------------                         ---------------------
William C. Morris                             Brian T. Zino
Chairman                                      President



                                       2
<PAGE>

TRI-CONTINENTAL CORPORATION

INTERVIEW WITH YOUR PORTFOLIO MANAGERS

[PHOTO OMITTED]

GROWTH AND INCOME TEAM: (from left) AMY FUJII, JOHN ROTH, MELANIE RAVENELL
(Administrative Assistant), (seated) CHARLES SMITH (Portfolio Manager),
RODNEY COLLINS (Co-Portfolio Manager)

WHAT WERE TRI-CONTINENTAL CORPORATION'S INVESTMENT RESULTS IN 1999?

     For the 12 months  ended  December 31,  1999,  Tri-Continental  Corporation
posted a total  return of 10.67%  based on net asset  value and 12.57%  based on
market  price.  During the same period,  the Lipper  Closed-End  Growth & Income
Funds Average,  which measures the results of closed-end  funds with  investment
objectives  similar to those of your Corporation,  had a total return of 17.19%,
while the  Standard & Poor's 500  Composite  Stock  Price  Index (S&P 500) had a
total return of 21.04%.

WHY DID  TRI-CONTINENTAL  CORPORATION  UNDERPERFORM  AGAINST THE S&P 500 AND ITS
LIPPER PEER GROUP?

     The stock market's strong overall  performance  last year was the result of
the  outsized  returns of a small number of highly  priced  growth  stocks.  The
Technology sector, in particular, made a disproportionate impact on the market's
overall  performance.  This single sector,  which at year-end constituted 30% of
the market cap of the S&P 500,  accounted  for 70% of the  Index's  performance.
Without Technology, the S&P 500's return would have been just 7.50%.

     This  extreme  narrowness  made  last  year's  environment  one of the most
challenging ever for value investors.  Your Corporation's  managers have a value
bias and,  accordingly,  are committed to finding companies that have attractive
yields, stable earnings growth, strong fundamentals,  and reasonable valuations.
We believe  that such a strategy is the best way to build a portfolio  of stocks
that will deliver solid  performance  over the long term.  Nevertheless,  such a
strategy  may not work over short time  periods.  Recently,  investors  appeared
willing to pay any price for stocks that seemed to be on an upward  price trend,
with little or no regard for valuations and fundamentals. Nineteen ninety-nine's
market  was  driven  by  momentum  to an  extraordinary  degree.  While  we were
disappointed  that the Corporation  did not have more  competitive  returns,  we
believe  that  remaining  true to our  discipline,  and  avoiding  stocks  whose
valuations seem excessive,  will best serve the Corporation's  Stockholders over
the long term.

WHAT ECONOMIC FACTORS AFFECTED THE CORPORATION'S INVESTMENT RESULTS IN 1999?

     Last year was one of great transition for global  economies.  In 1998, many
observers  feared that the US would be unable to withstand the global  financial
crisis and would itself be pulled into a recession. The US Federal Reserve Board
reacted by lowering the federal  funds rate three times  during that year.  This
response,  combined with similar actions by central banks around the world,  was
successful,  and allowed global economies to recover. In the US, the economy not
only avoided  recession but growth  continued to be robust,  so much so that the
Federal Reserve Board became concerned about inflation.

                                                           (continued on page 5)

                                       3
<PAGE>

TRI-CONTINENTAL CORPORATION

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

INVESTMENT RESULTS PER COMMON SHARE

TOTAL RETURNS
FOR PERIODS ENDED DECEMBER 31, 1999

                                 Average Annual
                                                 -------------------------------
                                    Three         One        Five          10
                                   Months*       Year        Years        Years
                                   -------       -----       -----        -----

      MARKET PRICE**                 5.97%       12.57%      23.19%       15.28%

      NET ASSET VALUE**              9.24        10.67       22.87        15.13

      LIPPER CLOSED-END
        GROWTH & INCOME
        FUNDS AVERAGE***            13.66        17.19       22.41        15.12

      S&P 500***                    14.88        21.04       28.55        18.21

<TABLE>
<CAPTION>
PRICE PER SHARE
                     December 31,    September 30,    June 30,    March 31,    December 31,
                         1999            1999           1999        1999          1998
                     ------------    -------------    --------    ---------    ------------
<S>                    <C>              <C>           <C>          <C>            <C>
Market Price           $27.875          $29.25        $30.1875     $29.00         $28.50

Net Asset Value         32.82            33.41         36.40        34.80          34.13

<CAPTION>

DIVIDEND AND CAPITAL GAIN INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1999

                                                                 Capital Gain
                                              ---------------------------------------------------
                       Dividends Paid+          Paid               Realized            Unrealized
                       --------------           ----               --------            ----------
<S>                        <C>                <C>                   <C>                 <C>
                           $0.48              $3.794++              $3.466              $9.20+++
</TABLE>


THE NET REALIZED  CAPITAL GAIN AND DIVIDEND  DISTRIBUTIONS  PAID IN 1999 TOTALED
$4.274. THIS IS EQUAL TO 12.4% OF THE CORPORATION'S  AVERAGE  END-OF-QUARTER NET
ASSET VALUES FOR THE PRIOR FOUR QUARTERS (DECEMBER 1998 TO SEPTEMBER 1999).

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

The rates of return  will vary and the  principal  value of an  investment  will
fluctuate.  Shares, if sold, may be worth more or less than their original cost.
Past performance is not indicative of future investment results.

   * Returns for periods of less than one year are not annualized.

  ** These rates of return  reflect  changes in market price or net asset value,
     as  applicable,  and assume  that all  distributions  within the period are
     taken in additional shares.

 *** The Lipper  Closed-End  Growth & Income  Funds  Average and the S&P 500 are
     unmanaged  benchmarks  that  assume  investment  of  dividends.  The Lipper
     Closed-End  Growth & Income Funds Average  excludes the effect of any costs
     associated with the purchase of shares, and the S&P 500 excludes the effect
     of fees and sales charges.  Investors cannot invest directly in an index or
     an average.

   + Preferred Stockholders were paid dividends totaling $2.50 per share.

  ++ Includes $0.67 of  undistributed  realized  capital gains from 1998,  which
     were paid on June 24, 1999.

 +++ Represents the per share amount of net unrealized appreciation of portfolio
     securities as of December 31, 1999.

                                       4
<PAGE>

TRI-CONTINENTAL CORPORATION

INTERVIEW WITH YOUR PORTFOLIO MANAGERS (continued)

In an effort to slow the  economy,  the  Federal  Reserve  Board  increased  the
federal funds rate three times in 1999, reversing all of 1998's rate cuts.

     The Federal Reserve Board's more restrictive  policy,  along with increased
inflation  concerns in the market,  drove interest rates steadily  higher during
the year. This had a negative effect on interest-rate-sensitive sectors, such as
the financial sector -- one of the Corporation's most heavily weighted sectors.

WHAT WAS YOUR INVESTMENT STRATEGY DURING THE PERIOD UNDER REVIEW?

     Tri-Continental remains committed to pursuing companies that are reasonably
valued.  We do not buy  companies  whose  valuations  we believe  are extreme or
companies whose earnings are expected to be negative in the foreseeable  future.
Unfortunately,  the stock prices for many such companies moved higher and higher
as the year progressed, despite their questionable fundamentals.

WHAT SECTORS OF THE PORTFOLIO BENEFITED INVESTMENT RESULTS?

     The strongest area of the portfolio -- as for the market -- was Technology.
While the Corporation  was  underweighted  in Technology,  the sector was such a
strong performer that it was the single largest contributor to overall portfolio
returns.  However,  the  portfolio's   underweighting  in  Technology  hurt  the
Corporation's  performance  relative to the Lipper  Average and the S&P 500. The
Corporation  benefited  from its  exposure to both Basic  Materials  and Capital
Goods, which were strong market performers during the year.

WHAT SECTORS HAD A NEGATIVE IMPACT ON RESULTS?

     Health Care was one of the worst-performing  market sectors during the year
because of  uncertainty  regarding  potential  Medicare  price controls for drug
companies,   and   Tri-Continental's   exposure  to  this   industry   hurt  the
Corporation's  overall  performance.  Consumer  Staples also performed poorly as
investors focused on these companies' lack of pricing flexibility.

WHAT IS YOUR OUTLOOK?

     We are cautiously optimistic regarding the outlook for value stocks and for
Tri-Continental Corporation in the year 2000. We do not believe that the type of
market that  prevailed  in 1999 -- one in which  economic  and  company-specific
fundamentals  were  largely  ignored  --  can  continue.   Many  good  companies
languished  in 1999 and are now  trading  at what we believe  are  exceptionally
attractive prices.

     The  Corporation  seeks  to  remain  well  diversified  and  does  not have
excessive  exposure to any one industry.  The Technology sector now accounts for
approximately  30% of the  S&P  500,  so we may  remain  modestly  underweighted
relative to the market in this industry over the near term. We do not doubt that
technology  will  continue to be an important  contributor  to economic  growth.
However,  we believe that valuations for many of these stocks have simply become
unreasonable.  It is our conviction  that,  ultimately,  companies that are more
attractively  priced  within their  industry  groups will be  recognized  by the
market.


                                       5
<PAGE>

TRI-CONTINENTAL CORPORATION

HIGHLIGHTS OF THE YEAR

Net asset  value of each  share of  Common  Stock was  $32.82  at  December  31,
compared to $34.13 at the start of the year.  If you took the June and  December
gain  distributions in additional  shares, the net asset value of each share you
owned at the beginning of 1999 was  equivalent  to $37.18 at year end.  Assuming
the investment of dividends and gain  distributions in shares,  the total return
was 10.67%.

DISTRIBUTION OF REALIZED GAIN

     Your Directors  declared a net long-term  distribution  of $0.67 per Common
share from the  balance of taxable  net gains  realized  from  November 1, 1998,
through  December 31, 1998,  which was paid on June 24, 1999, to Stockholders of
record June 15, 1999.

     A distribution  of $3.124 per Common share,  realized on  investments  from
January 1,  1999,  through  October  31,  1999,  consisting  of $2.842  from net
long-term gains and $0.282 from net short-term  gains,  was paid on December 17,
1999 to Stockholders of record December 10, 1999.

     The   Corporation   is  required  to  distribute  to  Common   Stockholders
substantially  all of its  undistributed  net  capital  gains  realized  through
October 31,  1999,  to avoid a 4% federal  excise  tax.  The  undistributed  net
capital gain  realized  from November 1, 1999 to December 31, 1999, of $0.58 per
Common  share  remains a part of the  underlying  market  value of Common  Stock
shares as of  December  31,  1999.  This amount  will be  distributed  to Common
Stockholders  during 2000, at which time Common  Stockholders will be subject to
federal income taxes on the amount distributed.

     The number of shares of Common  Stock issued to those who took the June and
December  payments in shares was  determined by dividing the total dollar amount
payable by $29.5313 and $28.9688, the means of the high and low market prices on
the  New  York  Stock  Exchange  on  June  11  and  December  8,   respectively.
Distributions  should be taken  into  account  in  measuring  the  results of an
investment in Tri-Continental Common Stock, and should be taken in shares if you
want your investment to benefit from the full effect of compounding.

OPERATING  EXPENSES for the year were $23,232,584.  The ratio of expenses to the
average value of net investment assets was 0.56%, down from 1998's expense ratio
of 0.58%.

COMMON STOCK DIVIDENDS, paid quarterly, totaled $0.48 per share on an average of
116,355,000  shares,  compared  to $0.52 in 1998 when,  on  average,  there were
approximately 8,287,000 fewer shares outstanding. Common Stock dividends paid in
1999 with the December  1998 and June 1999 capital gain  distributions  taken in
additional shares were equivalent to $0.53 per share.

PREFERRED   STOCK   DIVIDENDS,   paid  each  quarter,   completed  70  years  of
uninterrupted payments. Total net investment income available to cover the $2.50
Preferred Stock dividend was equivalent to $75.23 per Preferred share.



                                       6
<PAGE>

TRI-CONTINENTAL CORPORATION

HIGHLIGHTS OF THE YEAR (continued)


<TABLE>
<CAPTION>
ASSETS AT YEAR END:                                        1999             1998
                                                      --------------   ---------------
<S>                                                   <C>               <C>
Total assets ......................................   $4,152,589,054    $4,043,814,126
                                                           5,088,570         3,660,628
                                                      --------------    --------------
NET INVESTMENT ASSETS .............................   $4,147,500,484    $4,040,153,498
Preferred Stock, at par value .....................       37,637,000        37,637,000
                                                      --------------    --------------
Net Assets for Common Stock .......................   $4,109,863,484    $4,002,516,498
                                                      ==============    ==============
Common shares outstanding .........................      125,234,203       117,276,903
NET ASSETS BEHIND EACH COMMON SHARE ...............           $32.82            $34.13
With 1999 gain distributions taken in shares ......           $37.18              --


TAXABLE GAIN:

Net capital gain realized .........................   $  434,056,822    $  347,172,591
Per Common share ..................................            $3.47             $2.96
Undistributed capital gains, end of year ..........   $   72,940,940    $   79,836,065
Per Common share, end of year .....................            $0.58             $0.68
Unrealized capital gains, end of year .............   $1,152,539,716    $1,266,872,573
Per Common share, end of year .....................            $9.20            $10.80

DISTRIBUTION OF GAIN:
Per Common share* .................................           $3.794            $4.275

INCOME:
Total income earned ...............................   $   79,858,790    $   79,558,868
Expenses ..........................................       23,232,584        21,376,291
Preferred Stock dividends .........................        1,881,850         1,881,850
                                                      --------------    --------------
Income for Common Stock ...........................   $   54,744,356    $   56,300,727
                                                      ==============    ==============
Expenses to average net investment assets .........            0.56%             0.58%
Expenses to average net assets for Common Stock ...            0.56%             0.58%

DIVIDENDS PER COMMON SHARE ........................            $0.48             $0.52
With December 1998 and June 1999 gain distributions
   taken in shares ................................            $0.53              --
</TABLE>


- --------------
*    The Corporation's net capital gain realized for the year 1999 was $3.47 per
     share of Common Stock outstanding at December 31, 1999. However, the
     Corporation was required to distribute only the total undistributed net
     capital gain realized during the period from November 1, 1998, through
     October 31, 1999 ($3.794 per share), to avoid a 4% federal excise tax. The
     undistributed net realized capital gain as of year end ($0.58 per share)
     remains a part of the underlying market value of Common Stock shares as of
     December 31,1999. This amount will be distributed to common stockholders
     during 2000, at which time Common Stockholders will be subject to federal
     income taxes on the amount received.


                                       7
<PAGE>

TRI-CONTINENTAL CORPORATION

STOCKHOLDER SERVICES

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

PURCHASES OF COMMON STOCK.  Under the  Automatic  Dividend  Investment  and Cash
Purchase Plan, and other Stockholder  plans,  purchases of Common Stock are made
by the  Corporation in the open market and from  Stockholders  participating  in
withdrawal  plans to satisfy  Plan  requirements.  Those shares are then sold to
Stockholders  using the Plan.  During 1999,  1,858,846  shares were purchased by
Stockholders through the Plan.

     The Corporation  may make  additional  purchases of its Common Stock in the
open market at such  prices and in such  amounts as the Board of  Directors  may
deem advisable.  As discussed further under Stock Repurchase Program on page 13,
during 1999 the Corporation purchased 2,919,000 additional shares.

TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNT (IRA). You may contribute up to $2,000
per year to a Traditional  IRAprovided  you have earned income and are under age
701/2.  A working or  non-working  spouse may also  contribute up to $2,000 to a
separate Traditional IRA. Contributions to a Traditional IRAmay be deductible or
non-deductible.  If you are not covered by an employer's  retirement  plan, your
contribution  will always be deductible.  For  individuals  who are covered by a
plan,  contributions  will be deductible if your adjusted  gross income (AGI) in
1999  is  less  than  $30,000.  For  spouses  who are  both  covered  by a plan,
contributions will be fully deductible if your AGI is less than $50,000.  If one
spouse  does not work or is not  covered by a  retirement  plan,  that  spouse's
contribution  will be fully  deductible  provided  your  household  AGI does not
exceed  $150,000.  If your  contribution is not  deductible,  you may still take
advantage of the tax-deferred accumulation of earnings in your Traditional IRA.

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

ROTH IRA. You (and a working or  non-working  spouse) may each make an after-tax
contribution  of up to $2,000  per year to a Roth  IRAprovided  you have  earned
income and meet the eligibility  requirements.  Your Adjusted Gross Income (AGI)
must be less than  $95,000  (individuals)  or $150,000  (married  couples) to be
eligible to make a full  contribution  to a Roth IRA. Total  contributions  to a
Roth IRA and a Traditional  IRA cannot exceed $2,000 in any year.  Earnings grow
tax-free and will be distributed to you tax-free and penalty-free  provided that
you hold your  account  for at least  five  years and you take the  distribution
either after age 591/2, for disability, upon death, or to make a first-time home
purchase (up to $10,000). Unlike a Traditional IRA, you may contribute to a Roth
IRA even if you are over age 701/2 (if you have earned income),  and you are not
required to take minimum distributions at age 701/2. You may convert an existing
Traditional  IRAto a Roth IRAto take  advantage of tax-free  distributions.  You
must pay taxes on any earnings and deductible  contributions in your Traditional
IRAbefore  converting it to a Roth IRA. Talk to your financial  advisor for more
details on converting your Traditional IRA.


                                       8
<PAGE>

TRI-CONTINENTAL CORPORATION

STOCKHOLDER SERVICES (continued)

RETIREMENT  PLANNING  --  QUALIFIED  PLANS.  Unincorporated  businesses  and the
self-employed  may take advantage of the same benefits in their retirement plans
that are available to corporations. Contribution levels can go as high as 25% of
earned  income  (reduced  by plan  contributions),  to a maximum of $30,000  per
participant.  For retirement  plan purposes,  no more than $160,000 may be taken
into account as earned  income under the plan in 2000 and future years  (subject
to adjustments to reflect cost of living increases). Social Security integration
and  employee   vesting   schedules  are  also   available  as  options  in  the
Tri-Continental   prototype  retirement  plans.  Although  you  already  may  be
participating in an employer's retirement plan, you may be eligible to establish
another plan based upon income from other sources, such as director's fees.

RETIREMENT PLAN SERVICES  provides  information  about our prototype  retirement
plans.  The toll-free  telephone  number is (800) 445-1777 in the Continental US
and (212) 682-7600 outside the US.

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

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

FEDERAL TAXES

     Quarterly  dividends  paid on both the Preferred and Common Stocks for 1999
and the distribution from net short-term gain of $0.282 per Common share paid on
December 17 are subject to federal  income tax as "ordinary  income."  Under the
Internal Revenue Code, 55.58% of the 1999 quarterly dividends paid to Common and
Preferred  Stockholders qualifies for the dividends received deduction available
to corporate  Stockholders.  In order to claim the dividends  received deduction
for these distributions,  corporate Stockholders must have held their shares for
46 days or  more  during  the  90-day  period  beginning  45  days  before  each
ex-dividend date.

     The distributions of $0.67 and $2.842 from net long-term gain,  realized on
investments from November 1, 1998 through December 31, 1998, and January 1, 1999
through October 31, 1999, respectively, were paid to Common Stockholders on June
24 and December 17, 1999,  respectively.  The long-term  gain is designated as a
"capital  gain  dividend"  for  federal  income tax  purposes  and is taxable to
Stockholders  in 1999 as a long-term  gain from the sale of capital  assets,  no
matter how long  Tri-Continental  Common Stock may have been owned.  However, if
shares on which a capital gain distribution was received are subsequently  sold,
and such shares have been held for six months or less, any loss would be treated
as long-term to the extent it offsets the long-term gain distribution.

     The tax cost basis of shares acquired by investing the June 24 and December
17 capital gain distributions in additional shares was $29.5313 and $28.9688 per
share, respectively.

                                       9
<PAGE>

TRI-CONTINENTAL CORPORATION

A HISTORY OF BUILDING LONG-TERM WEALTH AND INCOME

     Tri-Continental  invests  primarily  to  produce  long-term  growth of both
capital and income,  while providing  reasonable current income. The chart below
shows  the  growth of  Tri-Continental  Stockholders'  capital  over the past 20
years. The total cost of 1,000 shares of  Tri-Continental  purchased on December
31, 1979,  was $19,875.  Stockholders  who took capital gains  distributions  in
shares  would have  realized an 11-fold  increase  in the market  value of these
1,000  shares to $220,005 by  year-end  1999.  For those who chose to take their
dividends  as well as capital  gains in  additional  shares,  the value of their
investment in Tri-Continental  Corporation would have grown to a market value of
$440,328 at the end of 1999.

                                 BUILDING WEALTH

                             [LINE CHART OMITTED]


             [LINE CHART IS REPRESENTED BELOW IN ITS PRINTED FORM.]

                              <plot points needed>


*    ASSUMES THE STOCKHOLDER DID NOT EXERCISE OR SELL THE TRANSFERABLE RIGHTS
DISTRIBUTED IN CONNECTION WITH THE 1992 RIGHTS OFFERING. EITHER THE EXERCISE OR
SALE OF THE RIGHTS WOULD IMPROVE THE ABOVE RESULTS.

     THE INFORMATION  PROVIDED ABOVE IS BASED ON PAST  PERFORMANCE,  WHICH IS NO
GUARANTEE OF FUTURE RESULTS,  AND EXCLUDES ANY  COMMISSIONS OR COSTS  ASSOCIATED
WITH THE  PURCHASE OF  TRI-CONTINENTAL  SHARES.  IN  ADDITION,  CAPITAL GAIN AND
DIVIDEND DISTRIBUTIONS TAKEN IN ADDITIONAL SHARES ARE SUBJECT TO PERSONAL INCOME
TAX IN THE YEAR  EARNED.  THE  EXAMPLES  SHOWN DO NOT REFLECT THE EFFECT OF SUCH
TAXES.

     The chart above illustrates that  Tri-Continental's  performance  cannot be
judged  based  upon  stock-price   appreciation   alone.   Indeed,   stock-price
appreciation  is a  small  component  of  Tri-Continental's  total  return.  For
Stockholders who take their capital gains in additional shares, and particularly
for  Stockholders  who are able to take  both  their  capital  gains  and  their
dividends in additional  shares,  the value of an investment in  Tri-Continental
has   appreciated   steadily   over   the   years.   This  is   because,   while
Tri-Continental's stock price may not increase significantly, investors who take
their  distributions in additional  shares benefit from an increasing  number of
shares owned.



                                       10
<PAGE>

TRI-CONTINENTAL CORPORATION

WHY DOESN'T TRI-CONTINENTAL'S STOCK PRICE INCREASE?

     Tri-Continental is a regulated investment company and, as such, is required
to distribute to  stockholders at least 98% of realized gains on an annual basis
to avoid paying a federal excise tax. As these gains are distributed,  the stock
price  is  reduced  to  reflect   this   outflow  of  capital   and  thus  keeps
Tri-Continental's stock price from increasing.

     While the stock price,  ex-distribution,  may not show any appreciation, an
investment  company's return can be measured by the distribution that is paid to
Stockholders.  For  example,  if a  closed-end  fund  trades  at  $27.00  at the
beginning of the year, appreciates by 11.1% during the year to $30.00, and makes
a $3.00  distribution  at year end,  the price per share  will be reduced by the
amount of the  distribution,  causing it to be  identical  to what it was at the
beginning  of the year,  although  it has in fact  returned  11.1%.  If this was
repeated  every year for five  years,  the fund in our example  would  remain at
$27.00 per share,  but a total of $15.00 per share  would have been paid,  for a
55.5% cumulative total return over the five-year period.

THE POWER OF COMPOUNDING

     While  Tri-Continental's  stock  price  does  not  increase  substantially,
investors can increase the total amount of capital they have working for them by
taking their  dividends and capital gains in additional  shares,  rather than in
cash.  In other  words,  the  distributions  that are made reflect an outflow of
capital  from  the   Corporation,   but   investors  can  choose  to  put  these
distributions back to work for them.

     Consider the  following two  investors in this  example.  Their  investment
distributes 10% annually and each investor begins with $1,000.  Investor A takes
the 10%  annual  distribution  from the  investment  in cash,  while  Investor B
invests the annual 10% distribution back in additional shares.

<TABLE>
<CAPTION>
                                   Investor A                        Investor B
                         -------------------------------    -------------------------------
                                               Annual                             Annual
                                            Distribution                       Distribution
                         Total Investment    in Dollars     Total Investment    in Dollars
                         ----------------   ------------    ----------------   ------------
<S>  <C>                      <C>                <C>             <C>                <C>
Year 1                        $1,000             $100            $1,000             $100
Year 2                         1,000              100             1,100              110
Year 3                         1,000              100             1,210              121
Year 4                         1,000              100             1,331              133
Year 5                         1,000              100             1,464              146
Year 6                         1,000              100             1,611              161
Year 7                         1,000              100             1,772              177
Year 8                         1,000              100             1,949              194
Year 9                         1,000              100             2,144              214
Year 10                        1,000              100             2,358              236
</TABLE>

     After 10 years,  Investor  A's total  dollar  amount  invested  remained at
$1,000 since  distributions,  totalling $1,000, were not invested but were taken
in cash. Investor B invested $1,594 of distributions, and has $2,358 and $236 in
not yet reinvested cash after 10 years.  Investor B's distribution will continue
to increase (if the distribution  rate remains  constant) because Investor B has
more capital working each year.

     All examples  are for  illustrative  purposes  only and do not indicate the
past or future performance of any specific investment, including Tri-Continental
Corporation.



                                       11
<PAGE>

TRI-CONTINENTAL CORPORATION

TRI-CONTINENTAL'S DISCOUNT

     Tri-Continental  Corporation is a closed-end investment company whose stock
is listed on the New York Stock Exchange.  Unlike  open-end mutual funds,  whose
shares sell at net asset value (NAV) plus any applicable sales charge, the price
of  Tri-Continental  stock is  determined  by the forces of supply  and  demand.
Therefore,  the market price of  Tri-Continental's  stock can be at a "premium,"
above its NAV, or at a "discount," below its NAV.

     Discounts   are   common   to   closed-end    investment   companies   like
Tri-Continental Corporation, and fluctuate over time; however, sometimes various
closed-end funds, including  Tri-Continental,  have sold at a premium. In recent
years,  discounts on closed-end  funds have tended to be wider than they were in
the early 1990s. In reaction to  Tri-Continental's  discount,  a small number of
Stockholders  have  introduced  proposals  that the Board of Directors  consider
various actions, including turning Tri-Continental into an open-end mutual fund.
In  each  case,  voting  Stockholders   overwhelmingly   supported   maintaining
Tri-Continental's closed-end structure.

                             PREMIUM/DISCOUNT RANGE
                                   1908-1999

                              [LINE CHART OMITTED]

             [LINE CHART IS REPRESENTED BELOW IN ITS PRINTED FORM.]

                              <PLOT POINTS NEEDED>


     Over the past 20 years,  Tri-Continental's  discount/premium  has generally
been consistent with that of many other closed-end funds with similar investment
objectives.  Tri-Continental's 20-year median discount, as of December 31, 1999,
was -14.56%. During the past two decades, Tri-Continental's discount has been as
wide as 25.12%, at the end of 1980, while its premium has been as high as 2.45%,
at the  end of  1986.  Tri-Continental's  year-end  1999  discount  was  15.07%,
moderately narrower than its 16.50% discount at year-end 1998. The year-end 1999
figure  is  within  the  bottom  half  of the  year-end  premium/discount  rates
evidenced between 1979 and 1999.

   Your  Manager  continues  to conduct and review  broad  studies and  in-depth
research of closed-end fund discounts in general and Tri-Continental's  discount
in  particular,  and reports the findings to the Board of  Directors  each year.
These studies have  concluded that discounts  among many  closed-end  funds with
characteristics  similar  to those of  Tri-Continental  tend to widen and narrow
concurrently.  Moreover,  they point to no single  determinant  to  explain  why
closed-end companies sell at a discount or a premium.



                                       12
<PAGE>

TRI-CONTINENTAL CORPORATION

STOCK REPURCHASE PROGRAM

     In  November  1999,  the  Board of  Directors  authorized  the  renewal  of
Tri-Continental's  ongoing share repurchase program.  The program authorizes the
Corporation to repurchase up to 7.5% of the Corporation's shares over a 12-month
period,  provided that the discount remains wider than 10%. The Board's decision
benefits all Stockholders,  allowing them to continue to enjoy the advantages of
Tri-Continental's   closed-end  structure,  while  increasing  the  NAV  of  the
Corporation's outstanding shares.

     For the year  ended  December  31,  1999,  the  Corporation  had  purchased
2,919,000  shares in the open  market,  representing  45.0% of the total  shares
authorized for  repurchase.  The repurchase of additional  shares is expected to
take place between  January and November  2000, as long as the discount  remains
above 10%.

INTRODUCE TRI-CONTINENTAL TO A FRIEND

     "Introduce  Tri-Continental  to a  Friend"  is a program  designed  to help
encourage  potential  investors to consider  investing in  Tri-Continental.  The
initiative  targets  the  more  than  44,000  current  Stockholders  of  record,
individual investors,  Wall Street analysts, and financial consultants through a
comprehensive  effort  including   advertising,   direct  mail,  and  one-on-one
meetings.  Tri-Continental has also published a brochure that traces its history
since its launch in 1929.

     Reply cards allowing Stockholders to request "The Story of Tri-Continental"
brochure and the "Introduce  Tri-Continental  to a Friend" investor package have
been inserted in the Mid-Year and Annual Reports since the program's  inception.
Response has been  excellent,  with several  thousand copies of the brochure and
the investor  package  distributed to date. A new reply card is inserted in this
Annual Report.

     Stockholders are invited to request that an investor package be sent to one
or more family members,  friends, or associates.  This package includes a letter
from Mr.  William  C.  Morris,  Tri-Continental's  Chairman,  a copy of the most
recent  Stockholder  Report,  a  Prospectus,   "The  Story  of  Tri-Continental"
brochure, and a pamphlet explaining the attributes of closed-end funds.

www.tri-continental.com

     Now Stockholders can get the latest Tri-Continental  information -including
daily net asset  values,  monthly fact  sheets,  portfolio  manager  commentary,
recent  reports,  and more -- over the  Internet,  24 hours a day,  seven days a
week.

     Tri-Continental's website has been developed for the convenience of current
Stockholders  and to let the world know about  Tri-Continental.  In  addition to
up-to-date  practical  information,  the site contains  interesting  facts about
Tri-Continental, including a complete history.

     Please stop by www.tri-continental.com.  We hope you find the site a useful
one that you will want to visit often.


                                       13
<PAGE>

TRI-CONTINENTAL CORPORATION

DIVERSIFICATION OF NET INVESTMENT ASSETS

The  diversification of portfolio holdings by industry on December 31, 1999, was
as follows. Individual securities owned are listed on pages 16 to 19.

<TABLE>
<CAPTION>
                                                                                     PERCENT OF NET
                                                                                    INVESTMENT ASSETS
                                                                                       DECEMBER 31,
                                                                                    ------------------
                                         ISSUES      COST            VALUE            1999     1998
                                         ------ --------------   --------------       ----     ----
<S>                                       <C>   <C>              <C>                  <C>      <C>
NET CASH AND
 SHORT-TERM HOLDINGS                        1   $   98,271,306   $   98,271,306        2.4%     1.5%
TRI-CONTINENTAL
  FINANCIAL DIVISION                        2       13,197,906       13,459,900        0.3      0.4
US GOVERNMENT SECURITIES                   --               --               --         --      7.3
                                          ---   --------------   --------------       ----     ----
                                            3   $  111,469,212   $  111,731,206        2.7%     9.2%
                                          ---   --------------   --------------       ----     ----
COMMON STOCKS:
  Aerospace                                 1   $   16,721,418   $   21,891,250        0.5%     0.6%
 Automotive and Related                     2       81,888,654       97,715,625        2.4      3.8
 Basic Materials                           --               --               --         --      0.5
 Capital Goods                             --               --               --         --      0.8
 Chemicals                                  1       39,834,848       43,806,875        1.1      0.8
 Communications                             4      252,837,679      329,324,041        7.9      8.5
 Communications Equipment                   2       94,131,257      108,292,500        2.6      1.0
 Computers and Business
   Services                                10      464,388,063      821,379,063       19.8     11.2
 Consumer Goods and Services               10      490,007,434      515,909,375       12.4     11.6
 Diversified                               --               --               --         --      1.3
 Drugs and Health Care                      8      300,578,000      383,464,687        9.3     11.0
 Electric and Gas Utilities                 2      103,279,695      113,550,000        2.7      3.3
 Electrical Equipment                       1       24,637,069       38,362,187        0.9       --
 Electronics                                1       61,749,304       36,125,000        0.9      1.4
 Energy                                     5      223,590,937      290,852,597        7.0      8.1
 Finance and Insurance                     10      410,107,748      634,605,911       15.3     14.4
 Machinery and
   Industrial Equipment                     2      151,894,959      294,003,750        7.1      5.5
 Office Equipment                           1       43,060,617       48,312,500        1.2       --
 Paper and Forest Products                  1       32,970,706       48,650,000        1.2      2.2
 Publishing                                 1       11,403,065       33,848,437        0.8      0.7
 Retail Trade                               2       74,560,516      167,445,000        4.0      2.6
 Transportation                             1        5,805,000        8,010,900        0.2      1.5
 Other                                      1           44,587          219,580         --       --
                                          ---   --------------   --------------      -----    -----
                                           66   $2,883,491,556   $4,035,769,278       97.3%    90.8%
                                          ---   --------------   --------------      -----    -----
NET INVESTMENT ASSETS                      69   $2,994,960,768   $4,147,500,484      100.0%   100.0%
                                          ===   ==============   ==============      =====    =====
</TABLE>

                                       14
<PAGE>

TRI-CONTINENTAL CORPORATION

LARGEST PORTFOLIO CHANGES
OCTOBER 1 TO DECEMBER 31, 1999

                                             SHARES
                                      --------------------
                                                  HOLDINGS
ADDITIONS                             INCREASE    12/31/99
- ---------                             --------    --------

COMMON STOCKS

Bank of America
   Corporation                         799,987   1,714,987
Gillette Company (The)               1,245,000   1,245,000
Intel Corporation                       50,000   1,350,000
Nortel Networks
   Corporation                         450,000     450,000
Pitney Bowes
   Incorporated                      1,000,000   1,000,000
Raytheon Company
   Class "B"                           129,700   1,360,000
United Parcel
   Service, Inc. Class "B"             116,100     116,100
United Technologies
   Corporation                          70,000   1,940,000
Wal-Mart Stores, Inc.                   65,000   1,845,000
Williams Companies,
   Inc. (The)                        1,000,000   2,400,000


                                        SHARES OR PRIN. AMT.
                                     --------------------------
                                                     HOLDINGS
REDUCTIONS                            DECREASE       12/31/99
- -----------                          ---------      -----------

COMMON STOCKS

Allstate Corporation
   (The)                             2,200,000 shs.      --
DQE Inc.                             1,000,000           --
Fort James Corporation                 641,900           --
GATX Corporation                       760,000           --
General Electric
   Corporation                         174,800       1,085,000 shs.
Microsoft Corporation                  260,000       1,680,000
Pharmacia &
   Upjohn, Inc.                        760,000           --
Washington
   Mutual, Inc.                      1,344,000           --
US GOVERNMENT
   SECURITIES
US Treasury Notes,

   7.25%, 8/15/2004                $65,000,000           --
US Treasury Notes,
   6.50%, 10/15/2006                50,000,000           --


Largest  portfolio  changes from the previous  period to the current  period are
based on cost of purchases and proceeds from sales of securities.

10 LARGEST EQUITY HOLDINGS
DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                      INCREASE/(DECREASE)
                                            DECEMBER 31, 1999               IN VALUE
                                         -----------------------    ------------------------
                                            COST        VALUE            FOR       SINCE
                                           (000S)      (000S)           1999     PURCHASE
                                         ----------  ----------       --------  -----------
<S>                                       <C>        <C>               <C>        <C>
 Microsoft Corporation                    $102,978   $ 196,088          68.5%      90.4%
 General Electric Company                   84,567     167,904          51.6       98.5
 Wal-Mart Stores, Inc.                      38,749     127,536          69.8      229.1
 United Technologies Corporation            67,328     126,100          19.5       87.3
 Intel Corporation                          52,456     111,080          38.8      111.8
 Exxon Mobil Corporation                    78,466     108,587          14.6       38.4
 Cisco Systems, Inc.                        41,035     105,487          15.3      157.1
 AT&T Corp.                                 91,838      96,679           1.2        5.3
 SBC Communications, Inc.                   67,544      95,661          (9.1)      41.6
 Applied Materials, Inc.                    43,323      90,559         109.0      109.0
                                          --------   ---------
                                          $668,284  $1,225,681
                                          ========   =========
</TABLE>


                                       15
<PAGE>

TRI-CONTINENTAL CORPORATION

PORTFOLIO OF INVESTMENTS                                 DECEMBER 31, 1999

                                                     SHARES           VALUE
                                                    ---------     --------------

COMMON STOCKS - 97.3%

AEROSPACE - 0.5%

GENERAL DYNAMICS CORPORATION                          415,000     $   21,891,250
  Manufacturer of defense products                                --------------

AUTOMOTIVE AND RELATED - 2.4%

DAIMLERCHRYSLER CORPORATION                           600,000     $   46,950,000
  Manufacturer of automobiles,
    trucks, and related parts
FORD MOTOR COMPANY                                    950,000         50,765,625
  Manufacturer and distributor of                                 --------------
   automobiles, trucks, and related parts                         $   97,715,625
                                                                  --------------
CHEMICALS - 1.1%

DUPONT (E.I.) DE NEMOURS AND COMPANY                  665,000     $   43,806,875
  Producer of chemicals                                           --------------

COMMUNICATIONS - 7.9%

AT&T CORP.                                          1,905,000     $   96,678,750
  Provider of telecommunications services
GTE CORPORATION                                     1,000,000         70,562,500
  Provider of telephone services,
    systems, and equipment
MCI WORLDCOM, INC.*                                 1,252,500         66,421,641
  Provider of telecommunications services
SBC COMMUNICATIONS, INC.                            1,962,280         95,661,150
  Provider of telephone services                                  --------------
                                                                  $  329,324,041
                                                                  --------------
COMMUNICATIONs EQUIPMENT - 2.6%

LUCENT TECHNOLOGIES, INC.                             840,000     $   62,842,500
  Manufacturer of telecommunications equipment
NORTEL NETWORKS CORPORATION                           450,000         45,450,000
  Provider of telecommunications equipment                        --------------
                                                                  $  108,292,500
                                                                  --------------
COMPUTERs AND BUSINESS SERVICES - 19.8%

AMERICA ONLINE, INC.*                                 520,000     $   39,227,500
  Provider of electronic mail, entertainment,
    reference and interactive publications,
    as well as Internet access
APPLIED MATERIALS INC.*                               715,000         90,559,219
  Manufacturer of semiconductor wafer
    fabrication equipment
CISCO SYSTEMS, INC.*                                  985,000        105,487,344
  Manufacturer of computer network products
DELL COMPUTER CORPORATION*                            940,000         47,910,625
  International provider of computer
    systems and services
ELECTRONIC DATA SYSTEMS CORPORATION                 1,325,000         88,692,187
  Provider of management consulting
    and technology services
HEWLETT-PACKARD COMPANY                               375,000         42,726,562
  Manufacturer of computers and peripherals
INTEL CORPORATION                                   1,350,000        111,079,688
  Manufacturer of microprocessors
    and memory circuits
INTERNATIONAL BUSINESS MACHINES CORPORATION           770,000         83,160,000
  Diversified technology provider
MICROSOFT CORPORATION*                              1,680,000        196,087,500
  Provider of personal computer operating
    systems and application software products
XEROX CORPORATION                                     725,000         16,448,438
   Developer, manufacturer, and                                   --------------
     marketer of office automation products                       $  821,379,063
                                                                  --------------
- ---------------
See footnotes on page 19.

                                       16
<PAGE>

TRI-CONTINENTAL CORPORATION

PORTFOLIO OF INVESTMENTS (continued)                     DECEMBER 31, 1999

                                                     SHARES           VALUE
                                                    ---------     --------------

CONSUMER GOODS AND SERVICES - 12.4%

ANHEUSER-BUSCH COMPANIES, INC.                        620,000     $   43,942,500
  Brewery; theme park operator; manufacturer and
  recycler of aluminum beverage containers
BESTFOODS                                           1,015,000         53,350,938
  Manufacturer of brand name food products
CLOROX COMPANY (The)                                1,245,000         62,716,875
  Manufacturer and marketer of household
    consumer products
COCA-COLA COMPANY (The)                               660,000         38,445,000
  Manufacturer and marketer of soft drinks
    and consumer products
CONAGRA, INC.                                       2,595,000         58,549,688
  Producer and manufacturer of prepared foods
    and agricultural products
GILLETTE COMPANY (The)                              1,245,000         51,278,438
  Manufacturer of personal care products
PEPSICO, INC.                                       1,610,000         56,752,500
  Manufacturer and marketer of soft drinks
    and consumer products
PHILIP MORRIS COMPANIES, INC.                       1,485,000         34,433,437
  Manufacturer of tobacco products, food,
    and beverages
PROCTER & GAMBLE COMPANY (The)                        655,000         71,763,437
  Manufacturer and distributor of household
    and personal care products
SARA LEE CORPORATION                                2,025,000         44,676,562
  Manufacturer of processed foods and                               ------------
    consumer products                                               $515,909,375
                                                                    ------------

DRUGS AND HEALTH CARE - 9.3%

ABBOTT LABORATORIES                                 1,120,000       $ 40,670,000
  Developer and manufacturer of diversified
    health care products
AMERICAN HOME PRODUCTS CORPORATION                  1,350,000         53,240,625
  Developer and manufacturer of pharmaceuticals,
    food, and housewares
BAXTER INTERNATIONAL INC.                             675,000         42,398,438
  Manufacturer and distributor of hospital
    and laboratory products
BRISTOL-MYERS SQUIBB COMPANY                          730,000         46,856,875
  Developer and manufacturer of health
    and personal care products
JOHNSON & JOHNSON                                     750,000         69,843,750
  Developer and manufacturer of
    health care products
MERCK & CO., INC.                                     945,000         63,374,062
  Developer and manufacturer of pharmaceuticals
PFIZER INC.                                           930,000         30,166,875
  Manufacturer of health care consumer products
    and specialty chemicals
SCHERING-PLOUGH CORPORATION                           875,000         36,914,062
  Manufacturer of pharmaceuticals and                               ------------
    health and personal care products                               $383,464,687
                                                                    ------------
ELECTRIC AND GAS UTILITIES - 2.7%

UNICOM CORPORATION                                  1,200,000       $ 40,200,000
  Electric utility
WILLIAMS COMPANIES, INC. (The)                      2,400,000         73,350,000
  Transporter and producer of natural gas                           ------------
                                                                    $113,550,000
                                                                    ------------
ELECTRICAL EQUIPMENT - 0.9%

HONEYWELL INTERNATIONAL INC.                         665,000        $ 38,362,187
  Manufacturer of automation and control systems                    ------------

- ---------------
See footnotes on page 19.


                                       17
<PAGE>

TRI-CONTINENTAL CORPORATION

PORTFOLIO OF INVESTMENTS (continued)                    DECEMBER 31, 1999

                                                     SHARES           VALUE
                                                    ---------     --------------

ELECTRONICS - 0.9%

RAYTHEON COMPANY CLASS "B"                          1,360,000     $   36,125,000
  Producer of defense and commercial                              --------------
    electronics

ENERGY - 7.0%

BP AMOCO PLC (ADRs) (United Kingdom)                1,035,000     $   61,388,437
  Explorer, producer, refiner, and retailer
    of petroleum products
EXXON MOBIL CORPORATION                             1,347,862        108,587,132
  Explorer and producer of natural gas, oil,
    and petroleum products
ROYAL DUTCH PETROLEUM COMPANY (Netherlands)         1,140,000         68,898,750
  Provider of international oil services
SCHLUMBERGER LTD.                                     830,000         46,687,500
  Worldwide provider of energy services
TRANSOCEAN SEDCO FOREX INC.                           160,688          5,290,778
  Provider of deepwater and harsh environment                     --------------
    drilling services                                             $  290,852,597
                                                                  --------------
FINANCE AND INSURANCE - 15.3%

AMERICAN GENERAL CORPORATION                        1,035,000     $   78,530,625
  Diversified financial services provider
AMERICAN INTERNATIONAL GROUP, INC.                    620,000         67,037,500
  International insurance holding company
BANK OF AMERICA CORPORATION                         1,714,987         86,070,910
  Commercial bank
BANK OF NEW YORK COMPANY, INC.                      2,240,000         89,600,000
  Commercial bank
CHUBB CORPORATION (The)                               650,000         36,603,125
  International holding company specializing
    in property and casualty insurance
CITIGROUP INC.                                      1,590,000         88,344,375
  Provider of diversified financial services
FANNIE MAE                                            745,000         46,515,938
  Provider of mortgage financing
MELLON BANK CORPORATION                             1,555,000         52,967,188
  Provider of financial services
MERRILL LYNCH & CO. INCORPORATED                      595,000         49,682,500
  Provider of financial services
MORGAN (J.P.) & CO. INCORPORATED                      310,000         39,253,750
  Provider of financial services                                  --------------
                                                                  $  634,605,911
                                                                  --------------

MACHINERY AND
  INDUSTRIAL EQUIPMENT - 7.1%

GENERAL ELECTRIC COMPANY                            1,085,000     $  167,903,750
  Provider of electrical equipment
UNITED TECHNOLOGIES CORPORATION                     1,940,000        126,100,000
  Manufacturer of elevators, jet engines,                         --------------
    flight systems, and automotive parts                          $  294,003,750
                                                                  --------------

OFFICE EQUIPMENT - 1.2%

PITNEY BOWES INCORPORATED                           1,000,000     $   48,312,500
  Retailer of mailing equipment and supplies                      --------------

PAPER AND FOREST PRODUCTS - 1.2%

MEAD CORPORATION (The)                              1,120,000    $    48,650,000
  Manufacturer of paper, lumber,                                 ---------------
    and wood products

- ---------------
See footnotes on page 19.

                                       18
<PAGE>

TRI-CONTINENTAL CORPORATION

PORTFOLIO OF INVESTMENTS (continued)                    DECEMBER 31, 1999

                                                     SHARES           VALUE
                                                    ---------     --------------

PUBLISHING - 0.8%

GANNETT COMPANY, INC.                                 415,000     $   33,848,437
  Newspapers; radio and television broadcasting                   --------------

RETAIL TRADE - 4.0%

MAY DEPARTMENT STORES COMPANY                       1,237,500     $   39,909,375
  Department store operator
WAL-MART STORES, INC.                               1,845,000        127,535,625
  Discount retailer                                               --------------
                                                                  $  167,445,000
                                                                  --------------

TRANSPORTATION - 0.2%

UNITED PARCEL SERVICE, INC. CLASS "B"                 116,100     $    8,010,900
  Delivery of packages and documents                              --------------

OTHER
  (Cost: $44,587)                                                 $      219,580
                                                                  --------------

TOTAL COMMON STOCKS
  (Cost: $2,883,491,556)                                          $4,035,769,278
                                                                  --------------

TRI-CONTINENTAL FINANCIAL DIVISION+ - 0.3%
  (Cost: $13,197,906)                                             $   13,459,900
                                                                  --------------

SHORT-TERM HOLDINGS - 2.3%
  (Cost: $94,500,000)                                             $   94,500,000
                                                                  --------------

TOTAL INVESTMENTS - 99.9%
  (Cost: $2,991,189,462)                                          $4,143,729,178


OTHER ASSETS LESS LIABILITIES - 0.1%                                   3,771,306
                                                                  --------------

NET INVESTMENT ASSETS - 100.0%                                    $4,147,500,484
                                                                  ==============

- --------------
* Non-income producing security.
+ Restricted security.
Descriptions of companies have not been audited by Deloitte & Touche LLP.
See Notes to Financial Statements.

                                       19
<PAGE>

TRI-CONTINENTAL CORPORATION

STATEMENT OF ASSETS AND LIABILITIES  December 31, 1999

ASSETS:
Investments at value:
 Common stocks (cost--$2,883,491,556).....   $4,035,769,278
 Tri-Continental Financial Division
   (cost--$13,197,906)....................       13,459,900
 Short-Term Holdings (cost--$94,500,000)..       94,500,000
                                             --------------
Total Investments (cost--$2,991,189,462) ..................     $ 4,143,729,178
Cash ......................................................             800,111
Receivable for dividends and interest .....................           5,909,816
Investment in, and expenses prepaid to, stockholder
 service agent ............................................             455,041
Other .....................................................           1,694,908
                                                                ---------------
TOTAL ASSETS ..............................................     $ 4,152,589,054
                                                                ---------------

LIABILITIES:
Payable for Common Stock repurchased ......................     $     1,676,493
Management fee payable ....................................           1,373,666
Preferred dividends payable ...............................             470,462
Accrued expenses and other ................................           1,567,949
                                                                ---------------
TOTAL LIABILITIES .........................................     $     5,088,570
                                                                ---------------

NET INVESTMENT ASSETS .....................................     $ 4,147,500,484

Preferred Stock, at $50 par value .........................          37,637,000
                                                                ---------------
NET ASSETS FOR COMMON STOCK ...............................     $ 4,109,863,484
                                                                ===============
NET ASSETS PER SHARE OF COMMON STOCK
  (market value--$27.875) .................................     $         32.82
                                                                ===============

STATEMENT OF CAPITAL STOCK AND SURPLUS  DECEMBER 31, 1999

CAPITAL STOCK:
  $2.50 Cumulative Preferred Stock, $50 par value,
  asset coverage per share--$5,509.87
  Shares authorized--1,000,000; issued
  and outstanding--752,740 ................................     $    37,637,000
  Common Stock, $0.50 par value:
  Shares authorized--129,000,000; issued
  and outstanding--125,234,203 ............................          62,617,101
SURPLUS:
 Capital surplus ..........................................       2,823,253,795
 Dividends in excess of net investment income .............          (1,488,068)
 Undistributed net realized gain ..........................          72,940,940
 Net unrealized appreciation of investments ...............       1,152,539,716
                                                                ---------------
                                                                $ 4,147,500,484
                                                                ===============

- ---------------
See Notes to Financial Statements.


                                       20
<PAGE>

TRI-CONTINENTAL CORPORATION

STATEMENT OF OPERATIONS For the Year Ended December 31, 1999

INVESTMENT INCOME:
 Dividends (net of foreign taxes
   withheld of $553,772).....................     $ 62,396,844
 Interest                                           17,461,946
                                                  ------------
TOTAL INVESTMENT INCOME.......................................     $ 79,858,790

EXPENSES:
 Management fee..............................     $ 16,408,753
 Stockholder account and registrar services..        4,165,934
 Stockholder reports and communications......        1,097,085
 Custody and related services................          555,917
 Stockholders' meeting.......................          310,056
 Directors' fees and expenses................          265,012
 Auditing and legal fees.....................          197,306
 Registration................................          106,196
 Miscellaneous...............................          126,325
                                                  ------------
TOTAL EXPENSES................................................       23,232,584
                                                                   ------------
NET INVESTMENT INCOME.........................................     $ 56,626,206*
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
 Net realized gain on investments............     $434,056,822
 Net change in unrealized appreciation
  of investments.............................     (114,332,857)
                                                  ------------
NET GAIN ON INVESTMENTS.......................................       319,723,965
                                                                   -------------
INCREASE IN NET INVESTMENT ASSETS
 FROM OPERATIONS..............................................     $ 376,350,171
                                                                   =============

- --------------
*Net investment  income available for Common Stock is $54,744,356,  which is net
of Preferred Stock dividends of $1,881,850. See Notes to Financial Statements.


                                       21
<PAGE>

TRI-CONTINENTAL CORPORATION

STATEMENTS OF CHANGES IN NET INVESTMENT ASSETS

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                            ------------------------------------
                                                                  1999                 1998
                                                            ---------------      ---------------
<S>                                                         <C>                  <C>
OPERATIONS:
Net investment income .................................     $    56,626,206      $    58,765,720
Net realized gain on investments ......................         434,056,822          356,343,038
Net realized loss from foreign currency transactions ..                  --           (9,753,590)
Net change in unrealized appreciation
  of investments ......................................        (114,332,857)         401,764,341
Net change in unrealized depreciation
  on translation of assets and liabilities
  denominated in foreign currencies ...................                  --            7,774,454
                                                            ---------------      ---------------
INCREASE IN NET INVESTMENT
  ASSETS FROM OPERATIONS ..............................     $   376,350,171      $   814,893,963
                                                            ---------------      ---------------

DISTRIBUTIONS TO STOCKHOLDERS:

Net investment income:
  Preferred Stock (per share: $2.50 and $2.50) ........          (1,881,850)     $    (1,881,850)
  Common Stock (per share: $0.48 and $0.52) ...........         (55,850,232)         (56,195,184)
                                                            ---------------      ---------------
                                                            $   (57,732,082)     $   (58,077,034)
Net realized gain on investments:

  Common Stock (per share: $3.794 and $4.275) .........        (440,951,947)        (463,498,251)
                                                            ---------------      ---------------
DECREASE IN NET INVESTMENT ASSETS
  FROM DISTRIBUTIONS ..................................     $  (498,684,029)     $  (521,575,285)
                                                            ---------------      ---------------

CAPITAL SHARE TRANSACTIONS:

Value of shares of Common Stock issued
  at market price in gain distributions
  (10,789,967 and 11,748,613 shares) ..................     $   313,599,376      $   325,650,732
Value of shares of Common Stock issued
  for investment plans (1,858,846 and 1,894,263 shares)          55,065,194           52,067,826
Cost of shares of Common Stock purchased
  from investment plan participants
  (1,777,297 and 1,921,433 shares) ....................         (52,696,754)         (53,367,830)
Cost of shares of Common Stock purchased in the
  open market (2,919,000 and 251,900 shares) ..........         (86,293,000)          (6,982,882)
Net proceeds from issuance of shares of
  Common Stock upon exercise of
  Warrants (4,784 and 10,446 shares) ..................               6,028               14,054
                                                            ---------------      ---------------
INCREASE IN NET INVESTMENT ASSETS
  FROM CAPITAL SHARE TRANSACTIONS .....................     $   229,680,844      $   317,381,900
                                                            ---------------      ---------------
INCREASE IN NET INVESTMENT ASSETS .....................     $   107,346,986      $   610,700,578

NET INVESTMENT ASSETS:

Beginning of year .....................................       4,040,153,498        3,429,452,920
                                                            ---------------      ---------------
END OF YEAR (including dividends in excess of
  net investment income of $1,488,068 and $382,192,
  respectively) .......................................     $ 4,147,500,484      $ 4,040,153,498
                                                            ===============      ===============
</TABLE>


- ---------------
See Notes to Financial Statements.


                                       22
<PAGE>

TRI-CONTINENTAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

1.  SIGNIFICANT  ACCOUNTING  POLICIES  -- The  financial  statements  have  been
prepared in conformity  with  generally  accepted  accounting  principles  which
require  management to make certain estimates and assumptions at the date of the
financial  statements.  The  following  summarizes  the  significant  accounting
policies of the Corporation:

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

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

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

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

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

   e. SECURITY   TRANSACTIONS  AND  RELATED   INVESTMENT  INCOME  --  Investment
      transactions  are recorded on trade dates.  Identified cost of investments
      sold  is used  for  both  financial  statements  and  federal  income  tax
      purposes.  Dividends  receivable  and payable are recorded on  ex-dividend
      dates,  except that certain  dividends from foreign  securities  where the
      ex-dividend  dates may have passed are recorded as soon as the Corporation
      is informed of the  dividend.  Interest  income is recorded on the accrual
      basis.

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


                                       23
<PAGE>

TRI-CONTINENTAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (continued)


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

   The  Corporation,  in connection with its Automatic  Dividend  Investment and
Cash Purchase Plan and other  Stockholder  plans,  acquires and issues shares of
its own Common  Stock,  as needed,  to satisfy Plan  requirements.  For the year
ended December 31, 1999,  1,777,297 shares were purchased from Plan participants
at a cost of  $52,696,754,  which  represented  a weighted  average  discount of
15.50% from the net asset value of those acquired  shares.  A total of 1,858,846
shares  were  issued  to Plan  participants  during  the  year for  proceeds  of
$55,065,194, at a discount of 14.78% from the net asset value of those shares.

   For the year ended December 31, 1999,  the  Corporation  purchased  2,919,000
shares  of  its  Common  Stock  in the  open  market  at an  aggregate  cost  of
$86,293,000,  which  represented a weighted  average discount of 15.67% from the
net asset value of those acquired shares.

   At December  31,  1999,  264,901  shares of Common  Stock were  reserved  for
issuance upon exercise of 13,543 Warrants,  each of which entitled the holder to
purchase 19.56 shares of Common Stock at $1.15 per share.  Assuming the exercise
of all Warrants  outstanding at December 31, 1999,  net investment  assets would
have  increased  by $304,636  and the net asset value of the Common  Stock would
have been $32.75 per share.  The number of Warrants  exercised  during the years
1999 and 1998, was 268 and 625, respectively.

3.  PURCHASES  AND SALES OF  SECURITIES  --  Purchases  and  sales of  portfolio
securities,  excluding US Government  obligations  and  short-term  investments,
amounted to $1,465,767,938 and $1,432,905,790, respectively; purchases and sales
of  US  Government   obligations  amounted  to  $264,962,339  and  $547,067,460,
respectively.  At December 31, 1999, the cost of investments  for federal income
tax  purposes was  substantially  the same as the cost for  financial  reporting
purposes,  and the tax basis gross  unrealized  appreciation and depreciation of
portfolio securities amounted to $1,249,625,816 and $97,274,100, respectively.

4.  SHORT-TERM  INVESTMENTS  -- At December  31,  1999,  the  Corporation  owned
short-term investments which matured in less than seven days.

5. MANAGEMENT FEE,  ADMINISTRATIVE  SERVICES,  AND OTHER TRANSACTIONS -- J. & W.
Seligman  &  Co.  Incorporated  (the  "Manager")  manages  the  affairs  of  the
Corporation   and  provides  for  the  necessary   personnel   and   facilities.
Compensation  of  all  officers  of  the  Corporation,   all  directors  of  the
Corporation  who are employees or consultants of the Manager,  and all personnel
of the Corporation and the Manager is paid by the Manager.  The Manager receives
a fee,  calculated  daily and  payable  monthly,  equal to a  percentage  of the
Corporation's daily net assets at the close of business on the previous business
day.  The  management  fee rate is  calculated  on a  sliding  scale of 0.45% to
0.375%,  based on  average  daily  net  assets of all the  investment  companies
managed by the Manager. The management fee for the year ended December 31, 1999,
was equivalent to an annual rate of 0.40% of the average daily net assets of the
Corporation.

   Seligman  Data  Corp.,  owned  by  the  Corporation  and  certain  associated
investment companies, charged the Corporation at cost $4,102,826 for stockholder
account  services.  The  Corporation's  investment  in  Seligman  Data Corp.  is
recorded at a cost of $43,681.


                                       24
<PAGE>

TRI-CONTINENTAL CORPORATION

NOTES TO FINANCIAL STATEMENTS (continued)

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

   The  Corporation  has a compensation  arrangement  under which  directors who
receive fees may elect to defer receiving such fees. Directors may elect to have
their deferred fees accrue interest or earn a return based on the performance of
the  Corporation or other funds in the Seligman  Group of Investment  Companies.
The cost of such fees and  earnings  accrued  thereon is included in  directors'
fees and expenses,  and the accumulated balance thereof at December 31, 1999, of
$493,910 is included in other  liabilities.  Deferred  fees and related  accrued
earnings are not  deductible  for federal income tax purposes until such amounts
are paid.

6. RESTRICTED SECURITIES -- At December 31, 1999, the Tri-Continental  Financial
Division of the Corporation was comprised of two investments that were purchased
through private  offerings and cannot be sold without prior  registration  under
the  Securities  Act of  1933  or  pursuant  to an  exemption  therefrom.  These
investments are valued at fair value as determined in accordance with procedures
approved by the Board of Directors of the Corporation.  The acquisition dates of
investments  in the  limited  partnerships,  along with their cost and values at
December 31, 1999, are as follows:

<TABLE>
<CAPTION>

          Investments                    Acquisition Date(s)        Cost          Value
- ------------------------------------     -------------------     -----------    -----------
<S>                                      <C>                      <C>           <C>
WCAS Capital Partners II, L.P.           12/11/90 to 3/24/98      $ 5,962,340   $ 6,503,482
Whitney Subordinated Debt Fund, L.P.     7/12/89 to 11/10/98        7,235,566     6,956,418
                                                                  -----------   -----------
Total                                                             $13,197,906   $13,459,900
                                                                  ===========   ===========
</TABLE>


                                       25
<PAGE>

TRI-CONTINENTAL CORPORATION

FINANCIAL HIGHLIGHTS

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

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

   The ratios of expenses and net  investment  income to average net  investment
assets and to average net assets for Common  Stock,  for the years  presented do
not reflect the effect of dividends paid to Preferred Stockholders.

<TABLE>
<CAPTION>

                                                               Year Ended December 31,
                                            --------------------------------------------------------------
                                               1999         1998         1997        1996          1995
                                            ----------   ---------   -----------   ----------   ----------
<S>                                         <C>          <C>         <C>           <C>          <C>
PER SHARE OPERATING PERFORMANCE:

NET ASSET VALUE,
 BEGINNING OF YEAR ....................     $    34.13   $   32.06   $     29.28   $    27.58   $    23.70
                                            ----------   ---------   -----------   ----------   ----------
Net investment income .................           0.48        0.54          0.60         0.68         0.74
Net realized and unrealized
 investment gain ......................           2.90        7.01          6.94         4.84         6.14
Net realized and unrealized gain (loss)
 from foreign currency transactions ...          --          (0.01)        (0.17)       (0.02)        0.03
                                            ----------   ---------   -----------   ----------   ----------
INCREASE FROM INVESTMENT
 OPERATIONS ...........................           3.38        7.54          7.37         5.50         6.91
Dividends paid on Preferred Stock .....          (0.02)      (0.02)        (0.02)       (0.02)       (0.02)
Dividends paid on Common Stock ........          (0.48)      (0.52)        (0.60)       (0.66)       (0.73)
Distributions from net gain realized ..          (3.79)      (4.28)        (3.45)       (2.72)       (2.01)
Issuance of Common Stock
 in gain distributions ................          (0.40)      (0.65)        (0.52)       (0.40)       (0.27)
                                            ----------   ---------   -----------   ----------   ----------
NET INCREASE (Decrease)
 IN NET ASSET VALUE ...................          (1.31)       2.07          2.78         1.70         3.88
                                            ----------   ---------   -----------   ----------   ----------
NET ASSET VALUE,
 END OF YEAR ..........................     $    32.82   $   34.13   $     32.06   $    29.28   $    27.58
                                            ==========   =========   ===========   ==========   ==========
ADJUSTED NET ASSET VALUE,
  END OF YEAR* ........................     $    32.75   $   34.06   $     31.99   $    29.22   $    27.52
MARKET VALUE, END OF YEAR .............     $    27.875  $   28.50   $     26.6875 $    24.125  $    22.625
</TABLE>

- ---------------
See footnotes on page 27.


                                       26
<PAGE>

TRI-CONTINENTAL CORPORATION

FINANCIAL HIGHLIGHTS (continued)

<TABLE>
<CAPTION>
                                                                         Year Ended December 31,
                                       ----------------------------------------------------------------------------------------
                                           1999               1998               1997               1996               1995
                                       -------------      -------------      -------------      -------------      ------------
<S>                                    <C>                <C>                <C>                <C>                <C>
TOTAL INVESTMENT RETURN:

Based upon market value ..........            12.57%             26.19%             27.96%             21.98%            27.95%
Based upon net asset value .......            10.67%             25.80%             26.65%             21.45%            30.80%

Ratios/Supplemental Data:
Expenses to average net
  investment assets ..............             0.56%              0.58%              0.60%              0.62%             0.63%
Expenses to average net assets for
  Common Stock ...................             0.56%              0.58%              0.60%              0.63%             0.64%
Net investment income to
  average net investment assets ..             1.36%              1.59%              1.80%              2.27%             2.71%
Net investment income to average
  net assets for Common Stock ....             1.38%              1.60%              1.82%              2.31%             2.75%
Portfolio turnover rate ..........            42.83%             63.39%             83.98%             53.96%            62.28%
NET INVESTMENT ASSETS,
  END OF YEAR (000s omitted):
For Common Stock .................     $   4,109,863      $   4,002,516      $   3,391,816      $   2,835,026      $  2,469,149
For Preferred Stock ..............            37,637             37,637             37,637             37,637            37,637
                                       -------------      -------------      -------------      -------------      ------------
TOTAL NET INVESTMENT ASSETS ......     $   4,147,500      $   4,040,153      $   3,429,453      $   2,872,663      $  2,506,786
                                       =============      =============      =============      =============      ============
</TABLE>

- ---------------
* Assumes the exercise of outstanding warrants.
See Notes to Financial Statements.



                                       27
<PAGE>

TRI-CONTINENTAL CORPORATION

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Security Holders,
Tri-Continental Corporation:

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments,  and the statement of capital stock and surplus of
Tri-Continental  Corporation as of December 31, 1999, the related  statements of
operations for the year then ended and of changes in net  investment  assets for
each  of the  years  in the  two-year  period  then  ended,  and  the  financial
highlights  for each of the years in the  five-year  period  then  ended.  These
financial  statements  and financial  highlights are the  responsibility  of the
Corporation's  management.  Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1999, by correspondence with the Corporation's  custodian. An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  such financial  statements and financial highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Tri-Continental  Corporation  as of  December  31,  1999,  the  results  of  its
operations,  the  changes  in its  net  investment  assets,  and  the  financial
highlights  for the  respective  stated  periods in  conformity  with  generally
accepted accounting principles.



DELOITTE & TOUCHE LLP
New York, New York
February 11, 2000

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

FOR MORE INFORMATION

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

STOCKHOLDER SERVICE AGENT
Seligman Data Corp.
100 Park Avenue
New York, NY 10017

IMPORTANT TELEPHONE NUMBERS

(800) TRI-1092      Stockholder Services
(800) 445-1777      Retirement Plan Services
(212) 682-7600      Outside the United States
(800) 622-4597      24-Hour Automated
                    Telephone Access Service


                             www.tricontinental.com


                                       28
<PAGE>

TRI-CONTINENTAL CORPORATION

BOARD OF DIRECTORS

JOHN R. GALVIN (2,4)
Dean, Fletcher School of Law and
 Diplomacy at Tufts University
Director, Raytheon Company

ALICE S. ILCHMAN (3,4)
Chairman, The Rockefeller Foundation
Trustee, Committee for Economic
 Development

FRANK A. MCPHERSON (2,4)
Director, Kimberly-Clark Corporation
Director, Baptist Medical Center
Director, Conoco Inc.

JOHN E. MEROW (2,4)
Retired Chairman and Senior Partner,
 Sullivan & Cromwell, Law Firm
Director, Commonwealth Industries, Inc.
Director, New York Presbyterian Hospital

BETSY S. MICHEL (2,4)
Trustee, The Geraldine R. Dodge Foundation

WILLIAM C. MORRIS (1)
Chairman, Tri-Continental Corporation
Chairman of the Board,
 J. & W. Seligman & Co. Incorporated
Chairman, Carbo Ceramics Inc.
Director, Kerr-McGee Corporation

JAMES C. PITNEY (3,4)
Retired Partner, Pitney, Hardin, Kipp & Szuch,
 Law Firm

JAMES Q. RIORDAN (3,4)
Director, KeySpan Energy Corporation
Trustee, Committee for Economic
 Development
Director, Public Broadcasting Service

RICHARD R.SCHMALTZ (1)
Managing Director, Director of Investments,
 J. & W. Seligman & Co. Incorporated
Trustee Emeritus,Colby College

ROBERT L. SHAFER (3,4)
Retired Vice President, Pfizer Inc.

JAMES N. WHITSON (2,4)
Director and Consultant,
 Sammons Enterprises, Inc.
Director, C-SPAN
Director, CommScope, Inc.

BRIAN T. ZINO (1)
President, Tri-Continental Corporation
President, J. & W. Seligman & Co. Incorporated
Chairman, Seligman Data Corp.
Director, ICI Mutual Insurance Company
Member of the Board of Governors,
 Investment Company Institute

DIRECTOR EMERITUS

FRED E. BROWN
Director and Consultant,
 J. & W. Seligman & Co. Incorporated


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

EXECUTIVE OFFICERS

WILLIAM C. MORRIS
Chairman

BRIAN T. ZINO
President

CHARLES W. KADLEC
Vice President

CHARLES C. SMITH, JR.
Vice President

LAWRENCE P. VOGEL
Vice President

THOMAS G. ROSE
Treasurer

FRANK J. NASTA
Secretary


                                       29
<PAGE>

                          TRI-CONTINENTAL CORPORATION

                                   MANAGED BY

                          [J.& W. SELIGMAN & CO. LOGO]

                              J.& W. SELIGMAN & CO.
                                  INCORPORATED
                        INVESTMENT MANAGERS AND ADVISORS
                                ESTABLISHED 1864
                      100 PARK AVENUE, NEW YORK, NY 10017


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



                             www.tricontinental.com

                                                                    CETR12 12/99


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