Edgar Filing: TRI-CONTINENTAL CORP

SCHEDULE 14A

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

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Check the appropriate box:

[_] Preliminary Proxy Statement
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(AS PERMITTED BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

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

[INSERT NAME]
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[LOGO] Tri-Continental Corporation

100 Park Avenue, New York, New York 10017
New York City Telephone (212) 850-1864
Toll-Free Telephone (800) 221-2450

Notice of Annual Meeting of Stockholders
to be held on May 19, 2005

To the Stockholders:

The 75th Annual Meeting of Stockholders (the "Meeting") of Tri-Continental
Corporation, a Maryland corporation (the "Corporation"), will be held at The
Ritz-Carlton Sarasota, 1111 Ritz-Carlton Drive, Sarasota, Florida 34236, on May
19, 2005 at 10:00 A.M., for the following purposes:

(1) To elect three Directors;

(2) To act on a proposal to ratify the selection of Deloitte & Touche LLP
as auditors of the Corporation for 2005; and

(3) To transact such other business as may properly come before the Meeting
or any adjournment thereof;

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

The close of business on March 14, 2005 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at,
the Meeting or any adjournment thereof.

By order of the Board of Directors,

/s/ Frank J. Nasta

Secretary

Dated: New York, New York, April 14, 2005

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

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

Please indicate your voting instructions on the enclosed Proxy Card, date and
sign it, and return it in the envelope provided, which is addressed for your
convenience and needs no postage if mailed in the United States. In order to
avoid the additional expense of further solicitation, we ask your cooperation
in mailing your Proxy promptly. A Proxy will not be required for admission to
the Meeting.

April 14, 2005

[LOGO] Tri-Continental Corporation

100 Park Avenue, New York, New York 10017

PROXY STATEMENT

for the
Annual Meeting of Stockholders to be held on May 19, 2005

This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Board of Directors of Tri-Continental
Corporation ("Tri-Continental" or the "Corporation") to be used at the 75th
Annual Meeting of Stockholders (the "Meeting") to be held in Sarasota, Florida
on May 19, 2005. It is expected that the Notice of Annual Meeting, Proxy
Statement and form of Proxy will first be mailed to Stockholders on or about
April 21, 2005.

If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, your
shares will be voted in accordance with your instructions. If you return your
signed Proxy without instructions, your shares will be voted (i) for the
election of the three Directors named in Proposal 1, (ii) for the ratification
of the selection of auditors, and (iii) at the discretion of the Proxy holders,
on any other matter that may properly have come before the Meeting or any
adjournment thereof. You may revoke your Proxy or change it by written notice
to the Corporation (Attention: Secretary) or by notice at the Meeting at any
time prior to the time it is voted.

The close of business on March 14, 2005 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at,
the Meeting or any adjournment thereof. On that date, the Corporation had
outstanding 752,740 shares of $2.50 cumulative preferred stock (the "Preferred
Stock"), each share being entitled to two votes, and 112,152,960 shares of
common stock, par value $0.50 (the "Common Stock"), each share being entitled
to one vote. For all matters to be voted upon, an abstention or broker non-vote
will not be considered a vote cast.

In the event that a quorum is not represented at the Meeting or, even if a
quorum is so represented, in the event that sufficient votes in favor of any
management proposal are not received by May 19, 2005, the persons named as
Proxies may propose and vote for one or more adjournments of the Meeting if a
quorum is not represented or, if a quorum is so represented, only with respect
to

such management proposal, with no notice other than an announcement at the
Meeting, and further solicitation may be made. Shares represented by Proxies
indicating a vote against a management proposal will be voted against
adjournment in respect of that proposal.

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

If you have elected to receive one Proxy Statement for all accounts
maintained by members of your household, the Corporation will deliver promptly
upon written or oral request a separate copy of the Proxy Statement for a
separate account.

A. Election of Directors
(Proposal 1)

The Board of Directors is presently comprised of eleven Directors. The
Board is divided into three classes, two of which consist of four Directors and
one of which consists of three Directors. Members of each class hold office for
a term of three years unless elected in the interim. The term of one class
expires in each year. Mr. John E. Merow, having reached the age of 75, is
retiring pursuant to Board policy at the 2005 Annual Meeting. After the
retirement of Mr. Merow, there will be ten Directors.

At the Meeting this year, three Directors are to be elected. Ms. Betsy S.
Michel and Mr. James N. Whitson, each of whose current term will expire at the
2005 Annual Meeting, and Mr. Brian T. Zino, whose current term was to expire at
the 2007 Annual Meeting, have been recommended by the Director Nominating
Committee of the Board of Directors of the Corporation for election to the
class whose term will expire in 2008. Mr. Zino is standing for election at the
2005 Annual Meeting so that each class of Directors will consist, as nearly as
possible, of one-third of the entire Board of Directors, i.e., two classes
consisting of three Directors and one class consisting of four Directors.

It is the intention of the persons named in the accompanying form of Proxy
to nominate and to vote such Proxy for the election of Ms. Michel and Messrs.
Whitson and Zino. Ms. Michel has been a Director of the Corporation since 1985,
Mr. Whitson has been Director of the Corporation since 1993, and Mr. Zino has
been Director and President of the Corporation since 1993 and 1995,
respectively, and Chief Executive Officer of the Corporation since 2002. Ms.
Michel and Mr. Whitson were last elected by Stockholders at the 2002 Annual
Meeting, and Mr. Zino was last elected by Stockholders at the 2004 Annual
Meeting.

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

Background information regarding Ms. Michel and Messrs. Whitson and Zino,
as well as the other Directors of the Corporation, follows.

Term of Number of
Office if Portfolios in
Elected and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Corporation* Time Served Directorships and Other Information by Nominee
-------------------------- ------------ ------------------------------------------------------------------ --------------

Independent Director Nominees

Betsy S. Michel (62) 2005-2008; Attorney, Gladstone, NJ. Ms. Michel is a Director or Trustee of 61
Director 1985 to Date each of the investment companies of the Seligman Group of Funds+.
[PHOTO] She is also a Trustee of The Geraldine R. Dodge Foundation
(charitable foundation). She was formerly Chairman of the Board of
Trustees of St. George's School (Newport, RI) and Trustee, World
Learning, Inc. (international educational training).

James N. Whitson (69) 2005-2008; Retired Executive Vice President and Chief Operating Officer of 61
Director 1993 to Date Sammons Enterprises, Inc., Dallas, TX (diversified holding
[PHOTO] company). Mr. Whitson is a Director or Trustee of each of the
investment companies of the Seligman Group of Funds+. He is also a
Director of CommScope, Inc. (manufacturer of coaxial cable). Mr.
Whitson was formerly a Director and Consultant of Sammons
Enterprises, Inc. and a Director of C-SPAN (cable television
network).

Term of Number of
Office if Portfolios in
Elected and Principal Occupation(s) During Fund Complex
Name (Age) and Length of Past 5 Years, to be Overseen
Position With Corporation* Time Served Directorships and Other Information by Nominee
-------------------------- ----------- ---------------------------------------------------------------- --------------

Interested Director Nominee
Brian T. Zino** (52) 2005-2008; Director and President, J. & W. Seligman & Co. Incorporated, 61
Director, President and Dir.: 1993 New York, NY. Mr. Zino is President, Chief Executive Officer and
Chief Executive Officer to Date Director or Trustee of each of the investment companies of the
[PHOTO] Pres.: 1995 Seligman Group of Funds+. He is also a Director of Seligman
to Date Advisors, Inc. and Seligman Services, Inc. (broker-dealer);
Brian T. Zino CEO: 2002 Chairman, SDC; Member of the Board of Governors of the
to Date Investment Company Institute; and Director (formerly Vice
Chairman), ICI Mutual Insurance Company.

Other Directors

The other Directors of the Corporation who are not standing for election in
2005 are:

Term of
Office Number of
and Portfolios in
Length of Principal Occupation(s) During Fund Complex
Name (Age) and Time Past 5 Years, Overseen by
Position With Corporation* Served Directorships and Other Information Director
-------------------------- ---------- ---------------------------------------------------------------------- -------------

Independent Directors

Robert B. Catell (68) 2003-2006; Chairman, Chief Executive Officer and Director of KeySpan 60
Director 2003 to Corporation, Brooklyn, NY (diversified energy, gas and electric
Date company). Mr. Catell is a Director or Trustee of each of the
investment companies of the Seligman Group of Funds+, with the
exception of Seligman Cash Management Fund, Inc. He is also a
Director or Trustee of Alberta Northeast Gas, Ltd., Boundary Gas Inc.,
The Houston Exploration Company (oil and gas exploration,
development and production companies), Edison Electric Institute,
Keyera Facilities Income Fund (natural gas gathering and processing
company), New York State Energy Research and Development
Authority, Independence Community Bank, Business Council of New
York State, Inc., New York City Partnership and the Long Island
Association (business and civic organizations).

Term of Number of
Office Portfolios in
and Length Principal Occupation(s) During Fund Complex
Name (Age) and of Time Past 5 Years, Overseen by
Position With Corporation* Served Directorships and Other Information Director
-------------------------- ------------ -------------------------------------------------------------------- -------------

John R. Galvin (75) 2003-2006; Dean Emeritus, Fletcher School of Law and Diplomacy at Tufts 61
Director 1995 to Date University, Medford, MA. General Galvin is a Director or Trustee
of each of the investment companies of the Seligman Group of
Funds+. He is also Chairman Emeritus, American Council on
Germany. He was formerly a Director of Raytheon Co. (defense and
commercial electronics) and Governor of the Center for Creative
Leadership. From February 1995 until June 1997, he was a Director of
USLIFE Corporation (life insurance). From June 1987 to June 1992,
General Galvin was the Supreme Allied Commander, NATO and the
Commander-in-Chief, United States European Command.

Alice S. Ilchman (69) 2004-2007; President Emerita, Sarah Lawrence College, Bronxville, 61
Director 1990 to Date NY. Dr. Ilchman is a Director or Trustee of each of the investment
companies of the Seligman Group of Funds+. She is also a Director of
the Jeannette K. Watson Fellowship (summer internships for college
students); a Trustee of the Committee for Economic Development;
Governor, Court of Governors, London School of Economics; and
Director, Public Broadcasting Service (PBS). She was formerly the
Chairman of The Rockefeller Foundation (charitable foundation) and
a Trustee of Save the Children (non-profit child assistance
organization). From September 1987 until September 1997, Dr.
Ilchman was a Director of the New York Telephone Company.

Frank A. McPherson (71) 2004-2007; Retired Chairman of the Board and Chief Executive Officer of 61
Director 1995 to Date Kerr-McGee Corporation, Oklahoma City, OK (diversified
energy and chemical company). Mr. McPherson is a Director or
Trustee of each of the investment companies of the Seligman Group
of Funds+. He is also a Director of ConocoPhillips (integrated
international oil corporation), Integris Health (owner of various
hospitals), Oklahoma Chapter of the Nature Conservancy, Oklahoma
Medical Research Foundation, Boys and Girls Clubs of Oklahoma,
Oklahoma City Public Schools Foundation, and Oklahoma
Foundation for Excellence in Education. He was formerly a Director
of Kimberly-Clark Corporation (consumer products) and a Director of
BOK Financial (bank holding company). From 1990 until 1994, Mr.
McPherson was a Director of the Federal Reserve System's Kansas
City Reserve Bank.

Leroy C. Richie (63) 2004-2007; Chairman and Chief Executive Officer, Q Standards Worldwide, 60
Director 2000 to Date Inc., Birmingham, MI (library of technical standards). Mr. Richie
is a Director or Trustee of each of the investment companies of the
Seligman Group of Funds+, with the exception of Seligman Cash
Management Fund, Inc. He is also a Director of Kerr-McGee
Corporation (diversified energy and chemical company) and Infinity,
Inc. (oil and gas services and exploration), and Director and Chairman
of Highland Park Michigan Economic Development Corp. He was
formerly: Trustee of New York University Law Center Foundation;
Vice Chairman of the Detroit Medical Center; and Chairman and
Chief Executive Officer of Capital Coating Technologies, Inc.
(applied coating technologies). From 1990 until 1997, Mr. Richie was
Vice President and General Counsel, Automotive Legal Affairs of
Chrysler Corporation.

Robert L. Shafer (72) 2003-2006; Ambassador and Permanent Observer of the Sovereign and 61
Director 1991 to Date Military Order of Malta to the United Nations. Mr. Shafer is a
Director or Trustee of each of the investment companies of the
Seligman Group of Funds+. From May 1987 until June 1997,
Mr. Shafer was a Director of USLIFE Corporation (life insurance).
From December 1973 until January 1996, he was a Vice President of
Pfizer, Inc. (pharmaceuticals).
Interested Director

William C. Morris** (67) 2003-2006; Chairman, J. & W. Seligman & Co. Incorporated, New York, NY. 61
Director and Chairman 1988 to Date Mr. Morris is Chairman of the Board and Director or Trustee of each
of the Board of the investment companies of the Seligman Group of Funds+;
Chairman of Seligman Advisors, Inc., Seligman Services, Inc.
(broker-dealer), and Carbo Ceramics Inc. (manufacturer of ceramic
proppants for oil and gas industry); a Director of SDC; and President
and Chief Executive Officer of The Metropolitan Opera Association.
He was formerly a Director of Kerr-McGee Corporation (diversified
energy and chemical company) and Chief Executive Officer of each
of the investment companies of the Seligman Group of Funds.

-----------------
+ The Seligman Group of Funds currently consists of twenty-three registered
investment companies (comprising 61 separate portfolios), including the
Corporation.
* The address for each Director or Nominee is 100 Park Avenue, New York, New
York 10017.
** Messrs. Morris and Zino are considered "interested persons" of the
Corporation, as defined in the Investment Company Act of 1940, as amended
("1940 Act"), by virtue of their positions with the Manager and its
affiliates.

Beneficial Ownership of Shares of the Corporation and Funds of Complex

As of March 1, 2005, each Director (and Nominee) beneficially owned shares
of the Corporation and the investment companies of the Seligman Group of Funds
as follows:

Aggregate Dollar Range of
Shares Owned
by Director or Nominee of
Dollar Range of Common All Funds Overseen or to
Shares Owned by Director be Overseen by Director
or Nominee of the or Nominee of Seligman
Name of Director/Nominee Corporation Group of Funds
------------------------ ------------------------- -------------------------

Independent Directors/Nominees

Robert B. Catell $50,001-$100,000 $50,001-$100,000
John R. Galvin $10,001-$50,000 $50,001-$100,000
Alice S. Ilchman Over $100,000 Over $100,000
Frank A. McPherson Over $100,000 Over $100,000
Betsy S. Michel $10,001-$50,000 Over $100,000
Leroy C. Richie $10,001-$50,000 $10,001-$50,000
Robert L. Shafer $50,001-$100,000 Over $100,000
James N. Whitson Over $100,000 Over $100,000

Interested Directors/Nominee

William C. Morris Over $100,000 Over $100,000
Brian T. Zino Over $100,000 Over $100,000

As of March 1, 2005, all Directors and officers of the Corporation as a
group owned beneficially less than 1% of the Corporation's Common Stock and
less than 1% of the Corporation's Preferred Stock.

Section 16(a) Beneficial Ownership Reporting Compliance

During the year ended December 31, 2004, (i) two transactions in the
Corporation's Common Stock by Dr. Ilchman were not reported on a timely basis
and (ii) one transaction in the Corporation's Common Stock by each of Messrs.
McPherson and Thomas G. Moles (a Director of the Manager) was not reported on a
timely basis. The necessary filing for each such Stockholder was made no later
than the next month end.

Board Committees

The Board of Directors met seven times during the year ended December 31,
2004. The standing committees of the Board include the Board Operations
Committee, Audit Committee, and Director Nominating Committee (the "Nominating
Committee"). These Committees are comprised solely of Directors who are not
"interested persons" of the Corporation as that term is defined in the 1940
Act. The duties of these Committees are described below.

Board Operations Committee. This Committee has authority generally to
direct the operations of the Board, including the nomination of members of
other Board Committees and the selection of legal counsel for the Corporation.
The Committee met nine times during the year ended December 31, 2004. Members
of the Committee are Messrs. McPherson (Chairman), Catell, Galvin, Merow,
Richie, Shafer and Whitson, and Dr. Ilchman and Ms. Michel. As a result of Mr.
Merow's retirement at the 2005 Annual Meeting, he will no longer serve as a
Committee member following the Meeting.

Audit Committee. This Committee assists the Board in its oversight of the
Corporation's financial reporting process and operates pursuant to a written
charter most recently amended on March 17, 2005. The Committee met three times
during the year ended December 31, 2004. Members of this Committee are Messrs.
Whitson (Chairman), Galvin, Merow and Richie, and Ms. Michel. As a result of
Mr. Merow's retirement at the 2005 Annual Meeting, he will no longer serve as a
Committee member following the Meeting. The members of this Committee are
"independent" as required by applicable listing standards of the New York Stock
Exchange. The report of the Audit Committee, as approved on March 17, 2005, is
attached to this Proxy Statement as Appendix 1.

Director Nominating Committee. Members of the Nominating Committee are
Messrs. Shafer (Chairman), Catell and McPherson, and Dr. Ilchman. The
Nominating Committee met twice during the year ended December 31, 2004.

On March 18, 2004, the Board of Directors adopted a written charter for the
Nominating Committee. Pursuant to the charter, the Nominating Committee
identifies, evaluates, selects and nominates, or recommends for nomination,
candidates for the Board. It also may set standards or qualifications for
Directors. The Nominating Committee may consider candidates for the Board
submitted by current Directors, the Manager, the Stockholders and other
appropriate sources.

The Nominating Committee will consider candidates submitted by a
Stockholder or group of Stockholders who have owned at least $10,000 of the
Corporation's outstanding Common Stock for

at least one year at the time of submission and who timely provide specified
information about the candidates and the nominating Stockholder or group. To be
timely for consideration by the Nominating Committee, the submission, including
all required information, must be submitted in writing to the attention of the
Secretary at 100 Park Avenue, New York, NY 10017 not less than 120 days before
the date of the proxy statement for the previous year's annual meeting of
Stockholders. The Nominating Committee will consider only one candidate
submitted by such a Stockholder or group for nomination for election at an
annual meeting of Stockholders. The Nominating Committee will not consider
self-nominated candidates or candidates nominated by members of a candidate's
family, including such candidate's spouse, children, parents, uncles, aunts,
grandparents, nieces and nephews.

The Nominating Committee will consider and evaluate candidates submitted by
the nominating Stockholder or group on the basis of the same criteria as those
used to consider and evaluate candidates submitted from other sources. These
criteria may include the candidate's relevant knowledge, experience and
expertise, the candidate's ability to carry out his or her duties in the best
interests of the Corporation and the candidate's ability to qualify as a
disinterested Director. The charter for the Nominating Committee, which
provides a detailed description of the criteria used by the Nominating
Committee as well as information required to be provided by Stockholders
submitting candidates for consideration by the Nominating Committee, was
included in the proxy statement for the 2004 Annual Meeting of Stockholders.

Procedures for Communications to the Board of Directors

The Board of Directors has adopted a process for Stockholders to send
communications to the Board. To communicate with the Board of Directors or an
individual Director, a Stockholder must send written communications to 100 Park
Avenue, New York, NY 10017, addressed to the Board of Directors of
Tri-Continental Corporation or the individual Director. All stockholder
communications received in accordance with this process will be forwarded to
the Board of Directors or the individual Director. Each member of the Board of
Directors is encouraged to attend the Corporation's annual meeting of
Stockholders. There were ten members of the Board of Directors in attendance at
the Corporation's 2004 Annual Meeting of Stockholders.

Executive Officers of the Corporation

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

Name (Age) and Position Term of Office and
With the Corporation Length of Time Served* Principal Occupation During Past Five Years
----------------------------------------------------------------------------------------------------

John B. Cunningham (40) 2004 to Date Mr. Cunningham is a Managing Director and
Vice President and Chief Investment Officer of the Manager, a Vice
Portfolio Manager President and Portfolio Manager of the
Corporation and Seligman Common Stock Fund,
Inc., and a Vice President and Co-Portfolio
Manager of Seligman Income and Growth Fund,
Inc. He is also a Vice President of Seligman
Portfolios, Inc., as well as Portfolio Manager of its
Common Stock Portfolio and a Co-Portfolio
Manager of its Income and Growth Portfolio.
Prior to joining the Manager, beginning in 2001,
he was a Managing Director and Senior Portfolio
Manager of Salomon Brothers Asset Management
("SBAM") and Group Head, SBAM's Equity
Team. Prior to 2001, he was a Director and
Portfolio Manager of SBAM.

Michael F. McGarry (41) January 2005 Mr. McGarry is a Managing Director of the
Vice President and Co- to Date Manager, and a Vice President and Co-Portfolio
Portfolio Manager Manager of the Corporation and Seligman
Common Stock Fund, Inc. He is also a Vice
President of Seligman Portfolios, Inc. and Co-
Portfolio Manager of its Common Stock Portfolio.

Charles W. Kadlec (59) 1996 to Date Mr. Kadlec is a Director and Managing Director
Vice President of the Manager and President of Seligman
Advisors, Inc. and Seligman Services, Inc. He is
also Vice President and Portfolio Manager of
Seligman Time Horizon/Harvester Series, Inc.
and a Vice President of the Corporation.

Eleanor T.M. Hoagland (53) 2004 to Date Ms. Hoagland is a Managing Director of the
Vice President and Chief Manager and Vice President and Chief
Compliance Officer Compliance Officer for each of the investment
companies of the Seligman Group of Funds. She
was formerly a Managing Director, Partner and
Chief Portfolio Strategist at AMT Capital
Management from 1994 to 2000.

Lawrence P. Vogel (48) VP: 1992 to Date; Mr. Vogel is Senior Vice President and Treasurer,
Vice President and Treas: 2000 to Date Investment Companies, of the Manager, and is
Treasurer Vice President and Treasurer of each of the
investment companies of the Seligman Group of
Funds and Treasurer of SDC. He was formerly
Senior Vice President, Finance, of the Manager,
Seligman Advisors, Inc. and SDC; Vice President
and Treasurer of Seligman International, Inc.; and
Vice President of Seligman Services, Inc.

Thomas G. Rose (47) 2000 to Date Mr. Rose is Chief Financial Officer, Senior
Vice President Vice President, Finance, and Treasurer of the
Manager, and Senior Vice President, Finance,
of Seligman Advisors, Inc. and SDC. He is a
Vice President of each of the investment
companies of the Seligman Group of Funds. He
is also Vice President of Seligman International,
Inc. and Seligman Services, Inc. Formerly, he
was Treasurer of each of the investment
companies of the Seligman Group of Funds and
SDC.

Frank J. Nasta (40) 1994 to Date Mr. Nasta is a Director, Managing Director,
Secretary General Counsel and Corporate Secretary of the
Manager. He is Secretary of each of the
investment companies of the Seligman Group of
Funds. He is also Corporate Secretary of
Seligman Advisors, Inc., Seligman Services,
Inc., Seligman International, Inc. and SDC.

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

Remuneration of Directors and Officers

Directors of the Corporation who are not employees of the Manager or its
affiliates each receive an annual retainer fee of $60,000, the amount of which
is shared by the Corporation and the other investment companies in the Seligman
Group of Funds. For the year ended December 31, 2004, the Corporation paid each
Director a portion of an aggregate retainer fee in the amount of $16,624. In
addition, such Directors are currently paid a total of $3,000 for each day on
which they attend Board and/or Committee meetings ($1,500 for telephonic
attendance at certain meetings), the amount of which is shared by the
Corporation and the other investment companies of the Seligman Group of Funds
meeting on the same day. The Directors are also reimbursed for the expenses of
attending meetings. Total Directors' fees paid by the Corporation to the
Directors listed below for the year ended December 31, 2004 were as follows:

Number of Directors Aggregate Direct
in Group Capacity in which Remuneration was Received Remuneration
--------------------------------------------------------------------------------

8 Directors and Members of Committees $249,388

Director's attendance, retainer and/or committee fees paid to each Director
during 2004 were as follows:

Aggregate Pension or Retirement Total Compensation
Compensation Benefits Accrued as From Corporation and
Name From Corporation Part of Corporation Expenses Fund Complex*
---- ---------------- ---------------------------- --------------------

Robert B. Catell $28,457 -0- $85,500
John R. Galvin 32,172 -0- 94,500
Alice S. Ilchman 32,172 -0- 94,500
Frank A. McPherson 29,698 -0- 88,500
Betsy S. Michel 32,808 -0- 96,000
Leroy C. Richie 32,202 -0- 94,500
Robert L. Shafer 30,934 -0- 93,000
James N. Whitson+ 30,945 -0- 91,500

-----------------
* For the year ended December 31, 2004, there were twenty-three registered
investment companies in the Seligman Group of Funds, including the
Corporation.
+ Mr. Whitson, who deferred receiving his fees from the Corporation and other
investment companies of the Seligman Group of Funds from 1993 to 2002, had a
balance as of December 31, 2004 of $242,697 in respect of the Corporation in
his deferred plan account, net of earnings/losses.

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

The affirmative vote of a plurality of the votes cast at the Meeting is
required to approve the election of each of the Nominees.

Your Board of Directors Unanimously Recommends that the Stockholders Vote FOR
the Election of Each of the Nominees to Serve as Director of the Corporation.

B. Ratification of Selection of Auditors
(Proposal 2)

The Audit Committee of the Board of Directors has recommended, and the
Board of Directors, including a majority of those members who are not
"interested persons" of the Corporation (as defined in the 1940 Act), has
selected, Deloitte & Touche LLP as auditors of the Corporation for 2005. The
firm of Deloitte & Touche LLP has extensive experience in investment company
accounting and auditing. It is expected that a representative of Deloitte &
Touche LLP will be present at the Meeting and will have the opportunity to make
a statement and respond to questions.

Deloitte & Touche LLP, in accordance with Independence Standards Board
Standard No. 1, has confirmed to the Audit Committee that they are independent
auditors with respect to the Corporation. Deloitte & Touche LLP has audited the
annual financial statements of the Corporation and provided tax and other
non-audit services to the Corporation. Deloitte & Touche LLP has also rendered
non-audit services to the Manager, Seligman Advisors, Inc., an affiliate of the
Manager, and SDC, which is partially owned by the Corporation (together, the
"Affiliated Service Providers").

In making its recommendation, the Audit Committee considered whether the
provision by the independent auditors to the Corporation of non-audit services
to the Corporation or of professional services to the Affiliated Service
Providers is compatible with maintaining the auditors' independence and has
discussed the auditors' independence with them.

Principal Accountant Fees and Services

Aggregate fees billed to the Corporation for the last two fiscal years for
professional services rendered by Deloitte & Touche LLP were as follows:

2004 2003
------- -------

AUDIT FEES........................................ $59,097 $56,336
AUDIT-RELATED FEES................................ -- --
TAX FEES.......................................... 2,200 2,100
ALL OTHER FEES.................................... 1,931 1,897

Audit fees include amounts related to the audit of the Corporation's annual
financial statements and services normally provided by Deloitte & Touche LLP in
connection with statutory and regulatory filings. Tax fees include amounts
related to tax compliance, tax planning, and tax advice. Other fees include the
Corporation's pro-rata share of amounts for services related to documentation
of certain internal control procedures for the Corporation and other investment
companies advised by the Manager.

Aggregate fees billed by Deloitte & Touche LLP for the last two fiscal
years for non-audit services provided to the Affiliated Service Providers that
provide ongoing services to the Corporation, where the engagement related
directly to the operations and financial reporting of the Corporation, were as
follows:

2004 2003
------- -------

AUDIT-RELATED FEES................................ $76,630 $89,130
TAX FEES.......................................... 13,703 7,500
ALL OTHER FEES.................................... 43,000 --

Audit-related fees include amounts for (i) attestation services for SDC;
(ii) review of certain internal controls of SDC's sub-agent; and (iii)
actuarial services provided prior to May 6, 2003 to the Manager and SDC (such
services were no longer permitted to be performed for SDC after May 5, 2003).
Tax fees include amounts related to tax compliance, tax planning, and tax
advice for, and an evaluation of, certain tax reporting procedures of SDC.
Other fees relates to electronic communication processing services performed on
behalf of outside counsel of the Manager.

The Audit Committee is required to preapprove audit and non-audit services
performed for the Corporation by Deloitte & Touche LLP in order to assure that
the provision of such services does not impair Deloitte & Touche LLP's
independence. The Audit Committee also is required to preapprove certain
non-audit services performed for the Affiliated Service Providers that provide
services directly related to the operations and financial reporting of the
Corporation. The Audit Committee has delegated preapproval authority to Mr.
James N. Whitson, the Audit Committee's Chairman. Mr. Whitson will report any
preapproval decisions to the Audit Committee at its next scheduled meeting.
Notwithstanding the foregoing, under certain circumstances, preapproval of
non-audit services of a de minimis amount is not required.

The aggregate fees billed for the most recent fiscal year and the preceding
fiscal year by Deloitte & Touche LLP for non-audit services rendered to the
Corporation and the Affiliated Service Providers that provided ongoing services
to the Corporation were $137,464 and $100,627, respectively. All non-audit
services discussed above were preapproved by the Audit Committee, who
considered whether these services were compatible with maintaining Deloitte &
Touche LLP's independence.

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

Your Board of Directors Unanimously Recommends that the Stockholders
Vote FOR the Ratification of the Selection of Deloitte & Touche LLP
as Auditors of the Corporation.

C. Other Matters

The Corporation knows of no other matters which are to be brought before
the Meeting. However, if any other matters come before the Meeting, it is
intended that the persons named in the enclosed form of Proxy, or their
substitutes, will vote the Proxy in accordance with their judgment on such
matters. The persons named in the form of Proxy, or their substitutes, will
have discretionary authority to vote on any Stockholder proposal of which the
Corporation's first received notice after

March 7, 2005. In addition, the Corporation's By-laws permit the Corporation to
exclude from consideration at the Meeting any Stockholder proposal first
brought to the attention of the Corporation after March 21, 2005.

Notice is hereby given that, under the Securities Exchange Act's
stockholder proposal rule (Rule 14a-8), any stockholder proposal that may
properly be included in the Proxy solicitation material for the next Annual
Meeting, now scheduled for May 2006, must be received by the Corporation no
later than December 22, 2005. Timely notice of Stockholder proposals submitted
outside of the Rule 14a-8 process must be received by the Corporation no
earlier than February 18, 2006 and no later than March 20, 2006, to be eligible
for presentation at the May 2006 Annual Meeting.

D. Expenses

The Corporation will bear the cost of soliciting Proxies. In addition to
the use of the mails, Proxies may be solicited personally or via facsimile or
telegraph by Directors, officers and employees of the Corporation, the Manager,
Seligman Advisors, Inc., Seligman Services, Inc. and SDC, and the Corporation
may reimburse persons holding shares in their names or names of their nominees
for their expenses in sending solicitation material to their beneficial owners.
The Corporation has engaged Morrow & Co., Inc., 445 Park Avenue, New York, NY
10022 to assist in soliciting for a fee of $4,000 plus expenses.

By order of the Board of Directors,

/s/ Frank J. Nasta

Secretary

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

It is important that Proxies be returned promptly. All Stockholders,
including those who expect to attend the Meeting, are urged to date, fill in,
sign and mail the enclosed form of Proxy in the enclosed return envelope, which
requires no postage if mailed in the United States. A Proxy is not required for
admission to the Meeting.

APPENDIX 1

TRI-CONTINENTAL CORPORATION
(the "Fund")

AUDIT COMMITTEE REPORT

The Audit Committee operates pursuant to a written charter that was last
amended by the Fund's Board of Directors on March 17, 2005. The purposes of the
Audit Committee are to 1) assist the Board of Directors in its oversight of (i)
the integrity of the Fund's financial statements; (ii) the Fund's compliance
with legal and regulatory requirements; and (iii) the independent auditors'
independence, qualifications and performance; and 2) to prepare this report.
Management of the Fund is responsible for the preparation, presentation and
integrity of the Fund's financial statements, the Fund's accounting and
financial reporting principles and internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and
regulations. The independent auditors are responsible for auditing the Fund's
financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles.

In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent auditors of the Fund. The Audit Committee has also discussed
with the independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61, Communication with Audit Committees, as currently
in effect. The Audit Committee has also considered whether the provision of any
non-audit services not pre-approved by the Audit Committee provided by the
Fund's independent auditors to the Adviser or Manager and to any entity
controlling, controlled by or under common control with the Adviser or Manager
that provides ongoing services to the Fund is compatible with maintaining the
auditors' independence. Finally, the Audit Committee has received the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees, as currently in effect, and has discussed with the auditors
the auditors' independence.

The members of the Audit Committee are not full-time employees of the Fund
and are not performing the functions of auditors or accountants. As such, it is
not the duty or responsibility of the Audit Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or procedures or
to set auditor independence standards. Members of the Audit Committee
necessarily rely on the information provided to them by management and the
independent auditors. Accordingly, the Audit Committee's considerations and
discussions referred to above do not assure

1-i

that the audit of the Fund's financial statements has been carried out in
accordance with generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted accounting
principles or that the Fund's auditors are in fact "independent."

Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above, the Audit Committee recommended to the Board of
Directors of the Fund that the audited financial statements of the Fund be
included in the Fund's annual report to stockholders for the most recent fiscal
period.

SUBMITTED BY THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

John R. Galvin
John E. Merow
Betsy S. Michel
Leroy C. Richie
James N. Whitson

As approved on March 17, 2005.

1-ii

[LOGO] Tri-Continental Corporation
Managed by
J. & W. SELIGMAN & CO.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017

[LOGO] Tri-Continental
Corporation

Notice of Annual Meeting of Stockholders and Proxy Statement

Time:May 19, 2005 10:00 A.M.

Place:The Ritz-Carlton Sarasota
1111 Ritz-Carlton Drive
Sarasota, Florida 34236
Please date, fill in and sign the enclosed form of Proxy and mail it in the
enclosed return envelope which requires no postage if mailed in the United
States.

[LOGO] J&WS

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

The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Annual Meeting of Stockholders of
TRI-CONTINENTAL CORPORATION to be held May 19, 2005 and appoints WILLIAM C.
MORRIS, FRANK J. NASTA and BRIAN T. ZINO (and each of them) proxies, with power
of substitution, to attend the Annual Meeting (and adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
and on any other business that may properly come before the Meeting.

This proxy when properly executed will be voted in the manner directed by the
undersigned. If no instructions are given, your proxies will vote FOR the
election of the nominees of the Board of Directors and FOR Proposal 2. THE
SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS.

YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card as
soon as possible. Mark each vote with an X in the box.

(Continued and to be signed on the reverse side)

The Board of Directors recommends that you vote FOR all nominees and FOR
Proposal 2.

1. ELECTION OF DIRECTORS FOR WITHHOLD
all nominees all nominees
NOMINEES: Betsy S. Michel, James N. [ ] [ ]
Whitson and Brian T. Zino

Instruction: To withhold authority to vote for one
or more individual nominees, write the name(s) of
such person(s) below:

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

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

DATED: , 2005
--------------------------

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

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

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

YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card as
soon as possible. Mark each vote with an X in the box.

(Continued and to be signed on the reverse side)

The Board of Directors recommends that you vote FOR all nominees and FOR
Proposal 2.

1. ELECTION OF DIRECTORS FOR WITHHOLD
all nominees all nominees
NOMINEES: Betsy S. Michel, James N. Whitson [ ] [ ]
and Brian T. Zino

Instruction: To withhold authority to vote for one
or more individual nominees, write the name(s) of
such person(s) below:

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

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

DATED: , 2005
----------------------

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

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