<DOCUMENT>
<TYPE>497
<SEQUENCE>1
<FILENAME>d25630_497.txt
<DESCRIPTION>PROSPECTUS
<TEXT>


                       [Tri-Continental Corporation Logo]

                         an investment you can live with


                                                                     May 1, 2001

                                 100 Park Avenue
                               New York, NY 10017
                     New York City Telephone (212) 682-7600
                       Toll-Free Telephone (800) 874-1092
      For Retirement Plan Information -- Toll-Free Telephone (800) 445-1777

     Tri-Continental   Corporation  is  a  diversified,   closed-end  investment
company--a  publicly traded investment fund. The  Corporation's  Common Stock is
traded on the New York Stock Exchange under the symbol "TY."

     The Corporation  invests  primarily for the longer term, and over the years
the  Corporation's  objective has been to produce  future growth of both capital
and income while providing reasonable current income. Common stocks have made up
the bulk of investments.  However, assets may be held in cash or invested in all
types of securities.  See  "Investment  Objective and Other Policies and Related
Risks." No assurance can be given that the  Corporation's  investment  objective
will  be  realized.  The  Corporation's  manager  is  J.  & W.  Seligman  &  Co.
Incorporated.

     This  Prospectus  applies to all shares of Common Stock purchased under the
Corporation's   various  Investment  Plans.  See  "Investment  Plans  and  Other
Services."  The shares of Common Stock  covered by this  Prospectus  also may be
issued  from time to time by the  Corporation  to acquire the assets of personal
holding  companies,  private  investment  companies or publicly owned investment
companies. See "Issuance of Shares in Connection with Acquisitions."

     This Prospectus  sets forth  concisely the  information  that a prospective
investor  should know about the  Corporation  before  investing.  Investors  are
advised to read this Prospectus carefully and to retain it for future reference.
Additional   information  about  the  Corporation,   including  a  Statement  of
Additional  Information ("SAI"), has been filed with the Securities and Exchange
Commission.  The SAI is available  upon request and without charge by writing or
calling the  Corporation at the address or telephone  numbers listed above.  The
SAI is dated  the same date as this  Prospectus  and is  incorporated  herein by
reference in its  entirety.  The table of contents of the SAI appears on page 22
of  this  Prospectus.   In  addition,  copies  of  the  2000  Annual  Report  to
Stockholders of the Corporation will be furnished,  without charge, to investors
requesting  copies  of the  SAI.  The  2000  Annual  Report  contains  financial
statements of the  Corporation  for the year ended December 31, 2000,  which are
incorporated by reference into the SAI.

     The Securities and Exchange Commission has neither approved nor disapproved
these  securities,  and it has not determined  this Prospectus to be accurate or
adequate. Any representation to the contrary is a criminal offense.


<PAGE>


                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                   Page
<S>                                                                <C>
Summary of Corporation Expenses..................................    3
Prospectus Summary...............................................    4
The Corporation..................................................    5
 ................................................................
Financial Highlights.............................................    6
Capitalization at March 31, 2001.................................    9
Trading and Net Asset Value Information..........................    9
Investment Objective and Other Policies and
   Related Risks.................................................   10
Management of the Corporation....................................   12
Description of Capital Stock.....................................   13
Description of Warrants..........................................   15
Computation of Net Asset Value...................................   15
Dividend Policy and Taxes .......................................   15
Investment Plans and Other Services .............................   17
Issuance of Shares in Connection with
Acquisitions ....................................................   21
Additional Information ..........................................   21
Table of Contents of the Statement of
Additional Information ..........................................   22
Authorization Form for Automatic Dividend
Investment and Cash Purchase Plan ...............................   23
Authorization Form for Automatic Check ..........................
Service .........................................................   24

</TABLE>



                         SUMMARY OF CORPORATION EXPENSES

     The following table  illustrates the expenses and fees that the Corporation
expects  to incur  and  that  you can  expect  to bear as a  stockholder  of the
Corporation.


<TABLE>
<S>                                                                                  <C>
     Stockholder Transaction Expenses
             Automatic Dividend Investment and Cash Purchase Plan Fees...........      (1)
     Annual Expenses for 2000 (as a percentage of net assets attributable
          to Common Stock)
             Management Fees.....................................................     .39%
             Other Expenses......................................................     .15%
                                                                                      ---
                  Total Annual Expenses..........................................     .54%
                                                                                      ===
</TABLE>


1)  Stockholders  participating  in the  Corporation's  investment  plans pay a
     maximum  $2.00  fee  per  transaction.  See  "Investment  Plans  and  Other
     Services--Automatic  Dividend  Investment  and Cash  Purchase  Plan"  for a
     description of the investment plans and services.

     The  purpose  of the table  above is to  assist  you in  understanding  the
various  costs and  expenses  you will bear  directly  or  indirectly.  For more
complete descriptions of the various costs and expenses,  see "Management of the
Corporation"  and  "Investment  Plans  and  Other  Services--Automatic  Dividend
Investment and Cash Purchase Plan."


     The  following  example  illustrates  the  costs  you would pay on a $1,000
investment, assuming a 5% annual return:


<TABLE>
<CAPTION>
                                                              1 Year      3 Years      5 Years      10 Years

<S>                                                           <C>         <C>          <C>          <C>
     Tri-Continental Corporation Common Stock.............     $ 6         $ 17         $ 30          $ 68
</TABLE>


     The example does not represent  actual or anticipated  costs,  which may be
more or less than those shown. Moreover, the Corporation's actual rate of return
may be more or less than the hypothetical 5% return shown in the example.





                                       2
<PAGE>


                               PROSPECTUS SUMMARY

     The following is qualified in its entirety by the more detailed information
included elsewhere in this Prospectus.

     This Prospectus  applies to shares of Common Stock of the Corporation.  The
Corporation   invests   primarily  for  the  longer  term  and  has  no  Charter
restrictions with respect to such investments.  Over the years the Corporation's
objective  has been to produce  future  growth of both  capital and income while
providing  reasonable  current  income.  There  can be no  assurance  that  this
objective  will be  achieved.  While  common  stocks  have  made up the  bulk of
investments,  assets may be held in cash or invested in all types of  securities
in whatever  amounts or  proportions  J. & W. Seligman & Co.  Incorporated  (the
"Manager")  believes best suited to current and anticipated  economic and market
conditions.   These  may  include  repurchase  agreements,   options,   illiquid
securities  and  securities  of foreign  issuers,  each of which  could  involve
certain risks. See "Investment Objective and Other Policies and Related Risks."


     The Manager  manages the  investment of the assets of the  Corporation  and
administers  its business and other affairs  pursuant to a Management  Agreement
approved by the Board of Directors and the stockholders of the Corporation.  The
Manager  also  serves as manager  of twenty  other  U.S.  registered  investment
companies which,  together with the Corporation,  make up the "Seligman  Group."
The aggregate assets of the Seligman Group at March 31, 2001 were  approximately
$19  billion.  The Manager  also  provides  investment  management  or advice to
institutional   and  other  accounts  having  a  value  at  March  31,  2001  of
approximately  $11 billion.  The  Manager's  fee is based in part on the average
daily  net  assets  of the  Corporation.  The  management  fee rate for 2000 was
equivalent to .39% of the Corporation's average daily net investment assets. See
"Management of the Corporation."


     Shares of Common Stock  covered by this  Prospectus  may be purchased  from
time to time by  Seligman  Data  Corp.  ("SDC"),  the  Plan  service  agent  for
Automatic  Dividend  Investment and Cash Purchase Plans,  Individual  Retirement
Accounts ("IRAs"), Retirement Plans for Self-Employed Individuals,  Partnerships
and Corporations,  the J. & W. Seligman & Co. Incorporated  Matched Accumulation
Plan and the  Seligman  Data Corp.  Employees'  Thrift Plan  (collectively,  the
"Plans"), as directed by participants,  and may be sold from time to time by the
Plan  service  agent  for  participants  in  Systematic  Withdrawal  Plans.  See
"Investment  Plans and Other  Services--Automatic  Dividend  Investment and Cash
Purchase Plan" and "--Systematic  Withdrawal Plan." Shares will be purchased for
the Plans on the New York Stock  Exchange or elsewhere  when the market price of
the Common Stock is equal to or less than its net asset value, and any brokerage
commissions  applicable to such  purchases  will be charged pro rata to the Plan
participants. Shares will be purchased for the Plans from the Corporation at net
asset value when the net asset value is lower than the market price, all as more
fully described in this Prospectus.


     On November 16, 2000, the Board of Directors  authorized the renewal of the
Corporation's   ongoing  share  repurchase  plan.  The  program  authorizes  the
Corporation  to  repurchase  over a  12-month  period  up to  7.5%  of its  then
outstanding  Common  Stock,  provided  that the  excess of net asset  value over
market price remains wider than 10%. The shares  repurchased  under this program
are cancelled, increasing the number of authorized but unissued shares available
for issuance to participants in the Plans. The stock  repurchase  program seeks,
among other things, to moderate the growth in the number of shares  outstanding,
increase the net asset value of the Corporation's outstanding shares, reduce the
dilutive impact on Stockholders  who do not take capital gains  distributions in
additional shares and increase the liquidity of the  Corporation's  Common Stock
in the marketplace.  Shares acquired by the Corporation from participants in the
Systematic Withdrawal Plan and other




                                       3
<PAGE>



stockholder  plans are  counted  towards  the 7.5%  repurchase  limit  under the
program.  As of March 31, 2001,  2,960,667 shares, or approximately 2.39% of the
shares outstanding on November 17, 2000, had been repurchased under the program.



                                 THE CORPORATION


     The  Corporation  is  a  Maryland   corporation   formed  in  1929  by  the
consolidation  of two  predecessor  corporations.  It is  registered  under  the
Investment  Company Act of 1940,  as amended (the "1940 Act"),  as a diversified
management  investment company of the closed-end type. The Corporation's  Common
Stock is listed  on the New York  Stock  Exchange  under  the  symbol  "TY." The
average  weekly  trading  volume on that and  other  exchanges  during  2000 was
531,048 shares.  The Corporation's  Common Stock has historically been traded on
the market at less than net asset value.  As of March 31, 2001, the  Corporation
had 132,103,761  shares of Common Stock outstanding and net assets  attributable
to Common Stock of $3,078,168,018.









                                       4
<PAGE>

                              FINANCIAL HIGHLIGHTS

     The Corporation's  financial  highlights for the years presented below have
been audited by Deloitte & Touche LLP, independent  auditors.  This information,
which is derived from the financial and accounting  records of the  Corporation,
should be read in conjunction with the financial  statements and notes contained
in the  Corporation's  2000  Annual  Report  which  may  be  obtained  from  the
Corporation as provided on the cover page of this Prospectus.

     "Per share  operating  performance"  data is designed to allow you 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 you can understand what effect
the individual  items have on your  investment,  assuming it was held throughout
the year. Generally,  the per share amounts are derived by converting the actual
dollar amounts incurred for each item, as disclosed in the financial statements,
to their equivalent per Common share amount,  using average shares  outstanding.


Per Share Operating Performance, Total (for a share of Common Stock


<TABLE>
<CAPTION>
                                                              2000           1999           1998            1997            1996
                                                          ----------     -----------     ----------     ------------    -----------

<S>                                                       <C>            <C>             <C>            <C>             <C>
     Per Share Operating Performance:
     Net asset value, beginning of year ................  $    32.82     $     34.13     $    32.06     $      29.28    $     27.58
                                                          ----------     -----------     ----------     ------------    -----------
     Net investment income .............................         .35             .48            .54              .60            .68
     Net realized and unrealized investment gain (loss)        (3.25)           2.90           7.01             6.94           4.84
     Net realized and unrealized gain (loss) from
     foreign currency transactions .....................          --             --            (.01)            (.17)          (.02)
                                                          ----------     ----------      ----------     ------------    -----------
     Increase (decrease) from investment operations ....       (2.90)          3.38           7.54             7.37            5.50
     Dividends paid on Preferred Stock .................        (.02)          (.02)          (.02)            (.02)           (.02)
     Dividends paid on Common Stock ....................        (.33)          (.48)          (.52)            (.60)           (.66)
     Distribution from net gain realized ...............       (3.30)         (3.79)         (4.28)           (3.45)          (2.72)
     Issuance of Common Stock in gain distributions ....        (.40)          (.65)          (.52)            (.40)
     Issuance of Common Stock from exercise of Rights ..                         --             --               --             --
     Rights offering costs .............................          --             --             --               --             --
     Issuance of Common Stock upon Warrant exercise*....          --             --             --               --             --
                                                          ----------     ----------      ----------     -----------     ----------
     Net increase (decrease) in net asset value.........       (6.95)         (1.31)           2.07            2.78           1.70
                                                          ----------     ----------      ----------     -----------     ----------
     Net asset value at end of year ....................  $    25.87     $    32.82      $    34.13     $     32.06     $    29.28
                                                          ==========     ==========      ==========     ===========     ==========
     Adjusted net asset value at end of year* ..........  $    25.82     $    32.75      $    34.06     $     31.99     $    29.22
     Market value, end of year .........................  $   21.187     $   27.875      $    28.50     $    26.687     $   24.125
     Total investment return for year:
     Based upon market value ...........................      (11.56)         12.57%          26.19%         27.96%          21.98%
     Based upon net asset value ........................       (8.29)         10.67%          25.80%         26.65%          21.45%
     Ratios and Supplemental Data:**
     Expenses to average net investment assets .........         .54%           .56%            .58%           .60%            .62%
     Expenses to average net assets for Common Stock ...         .54%           .56%            .58%           .60%            .63%
     Net investment income to average net investment
     assets ............................................        1.10%          1.36%           1.59%          1.80%           2.27%
     Net investment income to average net assets for
     Common Stock ......................................        1.11%          1.38%           1.60%          1.82%           2.31%
     Portfolio turnover rate ...........................       54.13%         42.83%          63.39%         83.98%          53.96%
     Average commission rate paid
     Net investment assets, end of year (000s omitted):
       For Common Stock ................................  $3,458,009     $4,109,863      $4,002,516     $3,391,816       2,835,026
       For Preferred Stock .............................      37,637         37,637          37,637         37,637          37,637
                                                          ----------     ----------      ----------     ----------      ----------
     Total net investment assets .......................  $3,495,646     $4,147,500      $4,040,153     $3,429,453      $2,872,663
                                                          ==========     ==========      ==========     ==========      ==========
</TABLE>

*    Assumes the exercise of outstanding warrants.  Warrant exercise terms were:
     December  29, 1990 to December  27,  1991--9.25  shares at $2.43 per share;
     December  28,  1991 to November  1,  1992--9.69  shares at $2.32 per share;
     November 2, 1992 to  December  28,  1992--11.07  shares at $2.03 per share;
     December  29, 1992 to December 28,  1993--11.29  shares at $1.99 per share;
     December  29, 1993 to December 21,  1994--11.95  shares at $1.88 per share;
     December  22, 1994 to December 27,  1995--12.77  shares at $1.76 per share;
     December 28, 1995 to July 1, 1996--13.54 shares at $1.66 per share; July 2,
     1996 to December 20,  1996--13.79  shares at $1.63 per share;  December 21,
     1996 to July 1,  1997--14.69  shares  at $1.53 per  share;  July 2, 1997 to
     December 19,  1997--14.99  shares at $1.50 per share;  December 20, 1997 to
     June 23,  1998--16.06  shares at $1.40 per share; June 24, 1998 to December
     18, 1998--16.78 shares at



                                       5
<PAGE>

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

Investment Return, Ratios and Supplemental Data
outstanding throughout each year)


<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------------------------------------
         1995                1994                1993                1992                1991
     -----------         -----------         -----------         -----------          -----------

<S>                      <C>                 <C>                 <C>                  <C>
     $     23.70         $     27.49         $     28.03         $     28.57        $       24.60
     -----------         -----------         -----------         -----------          -----------
             .74                 .83                 .83                 .81                  .81
            6.14               (1.69)               1.46                1.19                 5.79

             .03                 .02                  --                  --                   --
     -----------         -----------         -----------         -----------          -----------
            6.91                (.84)               2.29                2.00                 6.60
            (.02)               (.03)               (.03)               (.03)                (.03)
            (.73)               (.79)               (.80)               (.78)                (.78)
           (2.01)              (1.90)              (1.80)               (.70)               (1.80)
            (.27)               (.23)               (.19)               (.05)                (.02)
              --                  --                  --                (.97)                  --
              --                  --                  --                (.01)                  --

              --                  --                (.01)                 --                   --
     -----------         -----------         -----------         -----------          -----------

            3.88               (3.79)               (.54)               (.54)                3.97
     -----------         -----------         -----------         -----------          -----------
     $     27.58         $     23.70         $     27.49         $     28.03          $     28.57
     ===========         ===========         ===========         ===========          ===========
     $     27.52         $     23.65         $     27.42         $     27.95          $     28.48
     $    22.625         $    19.875               23.75               25.50          $     27.75
           27.95%              (5.07)               3.47%                .61%+              42.98%
           30.80%              (2.20)               8.95%               7.42%+              27.91%
             .63%                .64%                .66%                .67%                 .67%
             .64%                .65%                .67%                .68%                 .69%
            2.71%               3.08%               2.88%               2.86%                2.90%
            2.75%               3.14%               2.94%               2.92%                2.99%
           62.28%              70.38%              69.24%              44.35%               49.02%
     $ 2,469,149         $ 1,994,098         $ 2,166,212         $ 2,088,102          $ 1,833,664
     ===========         ===========         ===========         ===========          ===========
          37,637              37,637              37,637              37,637               37,637
     $ 2,506,786         $ 2,031,735         $ 2,203,849         $ 2,125,739          $ 1,871,301
     ===========         ===========         ===========         ===========          ===========
</TABLE>

     $1.34 per share;  December 19, 1998 to June 24, 1999--17.85 shares at $1.26
     per share;  June 25, 1999 to December 16,  1999--18.14  shares at $1.24 per
     share; December 17, 1999 to June 21, 2000--19.56 shares at $1.15 per share;
     and June 22, 2000 to December  17,  2000--19.90  shares at $1.13 per share;
     and subsequently, 21.63 shares at $1.04 per share.


**   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.

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


                                       6
<PAGE>


Senior Securities -- $2.50 Cumulative Preferred Stock

     The  following   information  is  being   presented  with  respect  to  the
Corporation's  $2.50  Cumulative  Preferred Stock. The first column presents the
number  of  preferred  shares  outstanding  at the end of  each  of the  periods
presented.  Asset  Coverage  represents  the total  amount of net  assets of the
Corporation in relation to each share of Preferred  Stock  outstanding as of the
end of the respective  periods.  The involuntary  liquidation  preference is the
amount  each share of  Cumulative  Preferred  Stock  would be  entitled  to upon
involuntary liquidation of these shares.


<TABLE>
<CAPTION>
                                                      Year-End         Involuntary          Average Daily
                                                        Asset          Liquidation             Market
                                 Total Shares          Coverage          Preference             Value
     Year                        Outstanding          Per Share         Per Share             Per Share
     ----                        ------------         ---------        -----------          -------------
<S>                              <C>                  <C>              <C>                  <C>
     2000 ....................     752,740            $ 4,644           $  50                $  34.72
     1999 ....................     752,740              5,510              50                   37.31
     1998 ....................     752,740              5,367              50                   40.27
     1997 ....................     752,740              4,556              50                   35.62
     1996 ....................     752,740              3,816              50                   34.28
     1995 ....................     752,740              3,330              50                   33.37
     1994 ....................     752,740              2,699              50                   34.12
     1993 ....................     752,740              2,928              50                   36.17
     1992 ....................     752,740              2,824              50                   34.97
     1991 ....................     752,740              2,486              50                   31.51
</TABLE>





                                       7
<PAGE>


                        CAPITALIZATION AT MARCH 31, 2001


<TABLE>
<CAPTION>
                                                                                             Amount Held
                                                                                            by Registrant
                                                                                             or for its
           Title of Class                     Authorized              Outstanding              Account
           --------------                     ----------              -----------           -------------
<S>                                       <C>                      <C>                      <C>
$2.50 Cumulative Preferred Stock,
   $50 par value......................      1,000,000 shs.             752,740 shs.            -0- shs.
Common Stock,
   $.50 par value.....................    159,000,000 shs.*        132,103,761 shs.            -0- shs.
Warrants to purchase
   Common Stock.......................         13,418 wts.              13,418 wts.            -0- wts.

</TABLE>

* 290,231 shares of Common Stock were reserved for issuance upon the exercise of
outstanding Warrants.



                     TRADING AND NET ASSET VALUE INFORMATION


     The following table shows the high and low sale prices of the Corporation's
Common  Stock on the  composite  tape for  issues  listed on the New York  Stock
Exchange,  the high and low net  asset  value  and the  percentage  discount  or
premium  to net  asset  value  per share  for each  calendar  quarter  since the
beginning of 1999.


<TABLE>
<CAPTION>
                                                                                   Discount to Net
                                Market Price               Net Asset Value           Asset Value
                            ------------------             ---------------        ----------------
1999                         High     Low                   High      Low          High      Low
----                        ------------------             ------   -----         -------  -------
<S>                        <C>        <C>                 <C>      <C>            <C>        <C>
1st Q ................     $295/16    $281/16             $35.57   $33.90         (17.59)%   (17.22)%
2nd Q.................      313/16      29                 37.43    34.90         (16.68)   (16.91)
3rd Q.................      311/2       29                 37.47    34.39         (15.93)   (15.67)
4th Q.................      321/2       271/2              35.73    32.67          (9.04)   (15.82)

2000
1st Q ................      277/16      223/4              32.54    29.62         (15.68)   (23.19)
2nd Q ................      261/8       247/16             33.34    30.75         (21.64)   (20.53)
3rd Q ................      271/16      257/16             33.29    31.02         (18.71)   (18.00)
4th Q ................      261/8       211/16             31.63    24.73         (17.40)   (14.83)

2001
1st Q ................      23.33       19.93              26.69    22.56         (12.59)   (11.66)
</TABLE>



     The  Corporation's  Common Stock has historically been traded on the market
at less than net asset  value.  The closing  market  price,  net asset value and
percentage  discount  to net asset value per share of the  Corporation's  Common
Stock on March 30, 2001 were $20.66, $23.30 and (11.33)%, respectively.




                                       8
<PAGE>

            INVESTMENT OBJECTIVE AND OTHER POLICIES AND RELATED RISKS

     The  Corporation  invests  primarily for the longer term and has no Charter
restrictions with respect to such investments. Over the years, the Corporation's
investment  objective  has been to produce  future  growth of both  capital  and
income while providing reasonable current income. There can be no assurance that
this  objective  will be achieved.  While common stocks have made up the bulk of
investments,  assets may be held in cash or invested in all types of securities,
that is, in bonds,  debentures,  notes,  preferred and common stocks, rights and
warrants (subject to limitations as set forth in the SAI), and other securities,
in whatever  amounts or proportions the Manager  believes best suited to current
and anticipated economic and market conditions.

     The management's  present investment  policies,  in respect to which it has
freedom of action, are:

          (1) it keeps  investments  in  individual  issuers  within  the limits
     permitted  diversified companies under the 1940 Act (i.e., 75% of its total
     assets must be represented by cash items, government securities, securities
     of other  investment  companies,  and securities of other issuers which, at
     the time of investment,  do not exceed 5% of the Corporation's total assets
     at market  value in the  securities  of any issuer and do not exceed 10% of
     the voting securities of any issuer);

          (2) it does not make investments with a view to exercising  control or
     management except that it has an investment in SDC;

          (3) it ordinarily does not invest in other investment  companies,  but
     it may  purchase  up to 3% of the  voting  securities  of  such  investment
     companies,  provided purchases of securities of a single investment company
     do not exceed in value 5% of the total  assets of the  Corporation  and all
     investments  in  investment  company  securities do not exceed 10% of total
     assets; and


          (4) it has no fixed  policy with  respect to  portfolio  turnover  and
     purchases  and  sales  in the  light of  economic,  market  and  investment
     considerations. The portfolio turnover rates for the ten fiscal years ended
     December 31, 2000 are shown under "Financial Highlights."


The  foregoing  investment  objective  and policies may be changed by management
without   stockholder   approval,   unless  such  a  change   would  change  the
Corporation's  status from a "diversified" to a "non-diversified"  company under
the 1940 Act.

     The Corporation's  stated fundamental  policies relating to the issuance of
senior  securities,  the borrowing of money,  the  underwriting of securities of
other issuers,  the  concentration  of  investments in a particular  industry or
groups of  industries,  the  purchase  or sale of real  estate  and real  estate
mortgage loans, the purchase or sale of commodities or commodity contracts,  and
the making of loans may not be changed  without a vote of  stockholders.  A more
detailed description of the Corporation's investment policies,  including a list
of those restrictions on the Corporation's investment activities which cannot be
changed  without  such a vote,  appears  in the SAI.  Within the limits of these
fundamental policies, management has reserved freedom of action.

     Repurchase Agreements: The Corporation may enter into repurchase agreements
with  respect to debt  obligations  which could  otherwise  be  purchased by the
Corporation. A repurchase agreement is an instrument under which the Corporation
may  acquire  an  underlying  debt  instrument  and  simultaneously  obtain  the
commitment of the seller (a commercial bank or a broker or dealer) to repurchase
the  security at an agreed upon price and date within a number of days  (usually
not more than seven days from the date of purchase). The value of the underlying
securities  will be at least  equal  at all  times to the  total  amount  of the
repurchase obligation,



                                       9
<PAGE>


including  the  interest  factor.  The  Corporation  will make  payment for such
securities  only upon  physical  delivery or  evidence  of book  transfer to the
account of the  Corporation's  custodian.  Repurchase  agreements  could involve
certain  risks  in the  event of  default  or  insolvency  of the  other  party,
including  possible delays or  restrictions  upon the  Corporation's  ability to
dispose  of the  underlying  securities.  The  Corporation  did not  enter  into
repurchase agreements in 2000.

     Illiquid  Securities:  The  Corporation  may  invest  up to 15% of its  net
investment assets in illiquid securities, including restricted securities (i.e.,
securities not readily marketable without  registration under the Securities Act
of 1933, as amended (the "1933 Act")) and other  securities that are not readily
marketable.  The  Corporation  may purchase  restricted  securities  that can be
offered and sold to "qualified institutional buyers" under Rule 144A of the 1933
Act, and the Corporation's  Board of Directors may determine,  when appropriate,
that  specific  Rule 144A  securities  are  liquid  and not  subject  to the 15%
limitation on illiquid securities.  Should this determination be made, the Board
of Directors  will  carefully  monitor the security  (focusing on such  factors,
among others,  as trading activity and availability of information) to determine
that the Rule 144A security  continues to be liquid.  This  investment  practice
could have the effect of increasing the level of illiquidity in the Corporation,
if and to the  extent  that  qualified  institutional  buyers  become for a time
uninterested in purchasing Rule 144A securities.

     Foreign  Securities:  The  Corporation  may invest in commercial  paper and
certificates  of  deposit  issued  by  foreign  banks  and may  invest  in other
securities of foreign issuers directly or through American  Depositary  Receipts
("ADRs"),  American  Depositary Shares ("ADSs"),  European  Depositary  Receipts
("EDRs")  or Global  Depositary  Receipts  ("GDRs")  (collectively,  "Depositary
Receipts").  Foreign  investments  may be affected  favorably or  unfavorably by
changes in currency rates and exchange  control  regulations.  There may be less
information  available  about a foreign  company  than about a U.S.  company and
foreign  companies may not be subject to reporting  standards  and  requirements
comparable to those applicable to U.S. companies.  Foreign securities may not be
as liquid as U.S.  securities.  Securities  of  foreign  companies  may  involve
greater market risk than  securities of U.S.  companies,  and foreign  brokerage
commissions  and  custody  fees are  generally  higher  than those in the United
States.  Investments in foreign securities may also be subject to local economic
or  political  risks,  political  instability  and possible  nationalization  of
issuers.  ADRs and ADSs are  instruments  generally  issued by domestic banks or
trust  companies that represent the deposits of a security of a foreign  issuer.
ADRs and ADSs may be publicly  traded on  exchanges or  over-the-counter  in the
United  States and are quoted and  settled in dollars at a price that  generally
reflects the dollar  equivalent of the home country  share price.  EDRs and GDRs
are typically  issued by foreign banks or trust  companies and traded in Europe.
Depositary  Receipts may be issued under sponsored or unsponsored  programs.  In
sponsored  programs,  the issuer has made  arrangements  to have its  securities
traded in the form of a Depositary Receipt. In unsponsored programs, the issuers
may not be directly involved in the creation of the program. Although regulatory
requirements  with respect to sponsored and  unsponsored  programs are generally
similar,  the  issuers  of  securities  represented  by  unsponsored  Depositary
Receipts are not obligated to disclose material information in the United States
and,  therefore,  the import of such  information  may not be  reflected  in the
market value of such receipts. The Corporation may invest up to 10% of its total
assets in foreign securities that it holds directly, but this 10% limit does not
apply to foreign  securities held through  Depositary  Receipts or to commercial
paper and certificates of deposit issued by foreign banks.

     Leverage:  Senior  securities  issued or money  borrowed to raise funds for
investment  have a prior  fixed  dollar  claim on the  Corporation's  assets and
income.  Any gain in the value of securities  purchased or in income received in
excess of the cost of the amount  borrowed  or  interest  or  dividends  payable
causes the net asset value




                                       10
<PAGE>


of the Corporation's Common Stock or the income available to it to increase more
than  otherwise  would be the  case.  Conversely,  any  decline  in the value of
securities  purchased  or income  received  on them to below the asset or income
claims of the senior  securities or borrowed money causes the net asset value of
the Common Stock or income available to it to decline more sharply than would be
the case if there were no prior claim.  Funds obtained through senior securities
or  borrowings  thus  create  investment  opportunity,  but they  also  increase
exposure to risk.  This influence  ordinarily is called  "leverage." As of March
31, 2001, the only senior securities of the Corporation outstanding were 752,740
shares of its $2.50  Cumulative  Preferred  Stock,  $50 par value.  Based on its
March 31,  2001 asset  value,  the  Corporation's  portfolio  requires an annual
return of 0.06% in order to cover dividend  payments on the Preferred Stock. The
following  table  illustrates  the  effect of  leverage  relating  to  presently
outstanding  Preferred  Stock  on  the  return  available  to a  holder  of  the
Corporation's Common Stock.



<TABLE>
<S>                                                        <C>       <C>      <C>     <C>      <C>
     Assumed return on portfolio
        (net of expenses).............................        -10%      -5%       0%      5%       10%
     Corresponding return to common stockholder.......     -10.18%   -5.12%   -0.06%   5.00%    10.06%
</TABLE>


     The  purpose  of the table  above is to  assist  you in  understanding  the
effects of leverage.  The  percentages  appearing in the table do not  represent
actual or anticipated returns, which may be greater or less than those shown.


                          MANAGEMENT OF THE CORPORATION

     The  Manager:  In  accordance  with  the  applicable  laws of the  State of
Maryland,  the Board of Directors provides broad supervision over the affairs of
the Corporation.  Pursuant to a Management  Agreement  approved by the Board and
the  stockholders,  the  Manager  manages  the  investment  of the assets of the
Corporation and administers its business and other affairs.  In that connection,
the Manager makes  purchases and sales of portfolio  securities  consistent with
the Corporation's investment objective and policies.


     The  Manager  also  serves as  manager  of  twenty  other  U.S.  registered
investment companies which, together with the Corporation, make up the "Seligman
Group." These other companies are:  Seligman Capital Fund,  Inc.,  Seligman Cash
Management Fund, Inc., Seligman Common Stock Fund, Inc., Seligman Communications
and Information Fund, Inc.,  Seligman Frontier Fund, Inc., Seligman Growth Fund,
Inc.,  Seligman  Global Fund  Series,  Inc.,  Seligman  High Income Fund Series,
Seligman  Income Fund,  Inc.,  Seligman  Municipal Fund Series,  Inc.,  Seligman
Municipal Series Trust,  Seligman New Jersey Municipal Fund, Inc.,  Seligman New
Technologies  Fund,  Inc.,  Seligman New  Technologies  Fund II, Inc.,  Seligman
Pennsylvania Municipal Fund Series, Seligman Portfolios,  Inc., Seligman Quality
Municipal Fund,  Inc.,  Seligman  Select  Municipal  Fund,  Inc.,  Seligman Time
Horizon/Harvester  Series, Inc. and Seligman Value Fund Series, Inc. The address
of the Manager is 100 Park Avenue, New York, NY 10017.


     As compensation for the services performed and the facilities and personnel
provided by the Manager,  the Corporation pays to the Manager promptly after the
end of each month a fee,  calculated on each day during such month, equal to the
Applicable Percentage of the daily net assets of the Corporation at the close of
business on the previous  business day. The term "Applicable  Percentage"  means
the amount  (expressed as a percentage  and rounded to the nearest one millionth
of one  percent)  obtained by dividing  (i) the Fee Amount by (ii) the Fee Base.
The term "Fee Amount" means the sum on an annual basis of:

                   .45  of 1% of the first $4 billion of Fee Base
                   .425 of 1% of the next $2 billion of Fee Base
                   .40  of 1% of the next $2 billion of Fee Base, and
                   .375 of 1% of the Fee Base in excess of $8 billion.


                                       11
<PAGE>


The term "Fee  Base" as of any day means the sum of the net  assets at the close
of business on the previous day of each of the investment  companies  registered
under the 1940 Act for which  the  Manager  or any  affiliated  company  acts as
investment adviser or manager (including the Corporation).

     Charles C.  Smith,  Jr.,  a  Managing  Director  of the  Manager,  has been
Portfolio  Manager for the Corporation  since January 1, 1995. Mr. Smith is also
Vice  President and Portfolio  Manager of Seligman  Common Stock Fund,  Inc. and
Seligman  Income Fund,  Inc.,  and Vice President of Seligman  Portfolios,  Inc.
("SPI") and  Portfolio  Manager of SPI's  Seligman  Common Stock  Portfolio  and
Seligman  Income  Portfolio.  Mr.  Smith  joined  the  Manager in 1985 as a Vice
President,  Investment Officer and was promoted to Senior Vice President, Senior
Investment Officer in August 1992, and to Managing Director in January 1994.


     Rodney D.  Collins,  a  Managing  Director  of the  Manager,  has served as
Co-Portfolio  Manager of the  Corporation  since July 1998.  Mr. Collins is also
Co-Portfolio  Manager of Seligman Common Stock Fund, Inc., Seligman Income Fund,
Inc., and the Seligman Common Stock  Portfolio and Seligman Income  Portfolio of
SPI. Mr. Collins  joined the Manager in 1992 as an investment  associate and was
promoted to a Vice President, Investment Officer in January 1995, to Senior Vice
President,  Investment  Officer in January  1999,  and to  Managing  Director in
January 2000.


     The  Corporation  pays all its  expenses  other than  those  assumed by the
Manager,  including  brokerage  commissions,  fees and  expenses of  independent
attorneys and auditors, taxes and governmental fees, cost of stock certificates,
expenses of printing  and  distributing  prospectuses,  expenses of printing and
distributing reports,  notices and proxy materials to stockholders,  expenses of
printing and filing  reports and other  documents  with  governmental  agencies,
expenses of  stockholders'  meetings,  expenses of corporate data processing and
related services,  stockholder record keeping and stockholder  account services,
fees and disbursements of transfer agents and custodians, expenses of disbursing
dividends and  distributions,  fees and expenses of directors of the Corporation
not  employed  by  the  Manager  or  its  affiliates,   insurance  premiums  and
extraordinary expenses such as litigation expenses.

     The  Management  Agreement  provides  that it will continue in effect until
December 29 of each year if such  continuance is approved in the manner required
by the 1940 Act (i.e.,  by a vote of a majority of the Board of  Directors or of
the outstanding voting securities of the Corporation and by a vote of a majority
of  Directors  who are not parties to the  Management  Agreement  or  interested
persons  of any such  party)  and if the  Manager  shall not have  notified  the
Corporation  at least 60 days prior to  December 29 of any year that it does not
desire such  continuance.  The  Management  Agreement  may be  terminated by the
Corporation, without penalty, on 60 days' written notice to the Manager and will
terminate automatically in the event of its assignment.


                          DESCRIPTION OF CAPITAL STOCK


     (a) Dividend Rights:  Common Stockholders are entitled to receive dividends
only if and to the extent  declared by the Board of Directors and only after (i)
such provisions have been made for working capital and for reserves as the Board
may deem  advisable,  (ii) full  cumulative  dividends  at the rate of $.625 per
share per quarterly  dividend  period have been paid on the Preferred  Stock for
all past  quarterly  periods and have been  provided  for the current  quarterly
period,  and (iii) such  provisions  have been made for the  purchase or for the
redemption (at a price of $55 per share) of the Preferred Stock as the Board may
deem advisable.  In any event, no dividend may be declared upon the Common Stock
unless,  at the time of such  declaration,  the net  assets of the  Corporation,
after  deducting  the  amount of such  dividend  and the  amount  of all  unpaid
dividends  declared on the Preferred Stock,  shall be at least equal to $100 per
outstanding  share of Preferred  Stock.  The equivalent  figure was $4,139.28 at
March 31, 2001.




                                       12
<PAGE>


     (b) Voting  Rights:  The  Preferred  Stock is entitled to two votes and the
Common Stock is entitled to one vote per share at all meetings of  stockholders.
In the event of a default  in  payments  of  dividends  on the  Preferred  Stock
equivalent to six quarterly dividends,  the Preferred Stockholders are entitled,
voting separately as a class to the exclusion of Common  Stockholders,  to elect
two additional directors,  such right to continue until all arrearages have been
paid and current Preferred Stock dividends are provided for. Notwithstanding any
provision  of  law  requiring  any  action  to be  taken  or  authorized  by the
affirmative vote of the holders of a designated  portion of all the shares or of
the shares of each class,  such action shall be effective if taken or authorized
by the  affirmative  vote of a  majority  of the  aggregate  number of the votes
entitled to vote thereon,  except that a class vote of Preferred Stockholders is
also required to approve certain actions adversely  affecting their rights.  Any
change in the Corporation's  fundamental  policies may also be authorized by the
vote of 67% of the votes  present at a meeting if the  holders of a majority  of
the aggregate  number of votes  entitled to vote are present or  represented  by
proxy.

     Consistent with the requirements of Maryland law, the Corporation's Charter
provides that the  affirmative  vote of  two-thirds  of the aggregate  number of
votes  entitled to be cast thereon  shall be  necessary to authorize  any of the
following  actions:  (i) the  dissolution of the  Corporation;  (ii) a merger or
consolidation  of the Corporation (in which the Corporation is not the surviving
corporation)  with  (a) an  open-end  investment  company  or  (b) a  closed-end
investment  company,  unless such closed-end  investment  company's  Articles of
Incorporation  require a two-thirds or greater  proportion of the votes entitled
to be cast by such company's stock to approve the types of transactions  covered
by  clauses  (i)  through  (iv)  of this  paragraph;  (iii)  the  sale of all or
substantially  all of the assets of the  Corporation to any person (as such term
is  defined  in the 1940  Act);  or (iv) any  amendment  of the  Charter of this
Corporation  which  makes  any  class of the  Corporation's  stock a  redeemable
security  (as such term is defined in the 1940 Act) or  reduces  the  two-thirds
vote required to authorize the actions listed in this paragraph. This could have
the  effect of  delaying,  deferring  or  preventing  changes  in control of the
Corporation.

     (c)  Liquidation  Rights:  In the  event of any  voluntary  or  involuntary
liquidation,  dissolution or winding up of the Corporation, after payment to the
Preferred  Stockholders  of an  amount  equal to $50 per  share  plus  dividends
accrued or in arrears, the Common Stockholders are entitled, to the exclusion of
the Preferred Stockholders,  to share ratably in all the remaining assets of the
Corporation available for distribution to stockholders.

     (d)  Other  Provisions:   Common   Stockholders  do  not  have  preemptive,
subscription  or  conversion  rights,  and are not liable for  further  calls or
assessments.  The Corporation's Board of Directors (other than any directors who
may be elected to  represent  Preferred  Stockholders  as  described  above) are
classified  as nearly as possible  into three equal classes with a maximum three
year  term so that the term of one class of  directors  expires  annually.  Such
classification  provides  continuity of  experience  and stability of management
while  providing  for the election of a portion of the Board of  Directors  each
year.  Such  classification  could have the  effect of  delaying,  deferring  or
preventing changes in control of the Corporation.

     The Board of Directors may classify or reclassify any unissued stock of any
class with or without par value  (including  Preferred  Stock and Common  Stock)
into one or more classes of  preference  stock on a parity with,  but not having
preference or priority  over, the Preferred  Stock by fixing or altering  before
the issuance thereof the designations,  preferences, voting powers, restrictions
and  qualifications  of, the fixed annual  dividends on, the times and prices of
redemption,  the terms of conversion,  the number and/or par value of the shares
and other  provisions of such stock to the full extent  permitted by the laws of
Maryland and the Corporation's  Charter.  Stockholder approval of such action is
not required.



                                       13
<PAGE>


                             DESCRIPTION OF WARRANTS

     The  Corporation's  Charter  and  Warrant  certificates  provide  that each
Warrant  represents  the right during an unlimited time to purchase one share of
Common  Stock at a price of $22.50 per share,  subject to increase in the number
of shares purchasable and adjustment of the price payable pursuant to provisions
of the Charter  requiring such adjustments  whenever the Corporation  issues any
shares of Common Stock at a price less than the Warrant purchase price in effect
immediately  prior to issue.  Each  Warrant  presently  entitles  the  holder to
purchase  21.63  shares of Common  Stock at $1.04 per share.  There were  13,418
Warrants  outstanding at March 31, 2001.  Fractional  shares of Common Stock are
not issued upon the  exercise of  Warrants.  In lieu  thereof,  the  Corporation
issues scrip certificates  representing  corresponding fractions of the right to
receive  a full  share of Common  Stock if  exchanged  by the end of the  second
calendar year following  issuance or of the proceeds of the sale of a full share
if surrendered during the next four years thereafter.

                         COMPUTATION OF NET ASSET VALUE

     Net asset value per share of Common  Stock is  determined  by dividing  the
current  value of the assets of the  Corporation  less its  liabilities  and the
prior claim of the Preferred Stock by the total number of shares of Common Stock
outstanding. Securities owned by the Corporation for which market quotations are
readily available are valued at current market value or, in their absence,  fair
value  determined  in  accordance  with  procedures  approved  by the  Board  of
Directors at current market value.  Securities traded on national  exchanges are
valued  at the  last  sales  prices,  or in  their  absence  and in the  case of
over-the-counter  securities,  a mean of bid and asked  prices.  United  Kingdom
securities and securities for which there are no recent sales  transactions  are
valued based on quotations provided by primary market makers in such securities.
Any securities for which recent market  quotations are not readily available are
valued at fair value  determined in accordance with  procedures  approved by the
Board  of  Directors.  Short-term  holdings  maturing  in 60 days  or  less  are
generally  valued at amortized  cost if their  original  maturity was 60 days or
less.  Short-term  holdings with more than 60 days remaining to maturity will be
valued at current  market value until the 61st day prior to  maturity,  and will
then be valued on an amortized cost basis based on the value of such date unless
the Board  determines  that this  amortized  cost value does not represent  fair
market value.

     All assets and liabilities  initially  expressed in foreign currencies will
be converted into U.S.  dollars by a pricing  service based upon the mean of the
bid and asked  prices of such  currencies  against the U.S.  dollar  quoted by a
major bank which is a regular participant in the institutional  foreign exchange
markets.

     Net asset value of the Common Stock is  determined  daily,  Monday  through
Friday,  as of the  close of  regular  trading  on the New York  Stock  Exchange
(normally,  4:00 p.m. Eastern time) each day the New York Stock Exchange is open
for trading.

                            DIVIDEND POLICY AND TAXES

     Dividends:  Dividends are paid quarterly on the Preferred  Stock and on the
Common Stock in amounts  representing  substantially  all of the net  investment
income earned each year.  Payments on the Preferred Stock are in a fixed amount,
but payments on the Common Stock vary in amount,  depending on investment income
received and expenses of  operation.  Substantially  all of any taxable net gain
realized on  investments  is paid to Common  Stockholders  at least  annually in
accordance with requirements under the Internal Revenue Code of



                                       14
<PAGE>


1986, as amended,  and other applicable  statutory and regulatory  requirements.
Unless SDC is  otherwise  instructed  by you,  dividends on the Common Stock are
paid in cash and capital  gain  distributions  are paid in book shares of Common
Stock  which are  entered in your  Tri-Continental  account  as "book  credits."
Long-term gain distributions  ordinarily are paid in shares of Common Stock, or,
at your option, 75% in book shares and 25% in cash, or, in the alternative, 100%
in cash.  Shares  distributed  in  payment of gain  distributions  are valued at
market price or at net asset value,  whichever is lower,  on the valuation date.
Dividends and capital gain distributions will generally be taxable to you in the
year in which they are declared by the  Corporation if paid before February 1 of
the following  year.  Distributions  or dividends  received by you will have the
effect of reducing the net asset value of the shares of the  Corporation  by the
amount of such distributions.  If the net asset value of shares is reduced below
your cost by a distribution, the distribution will be taxable as described below
even though it is in effect a return of capital.

     Taxes:  The  Corporation  intends to  continue  to qualify  and elect to be
treated as a regulated  investment company under the Internal Revenue Code. As a
regulated  investment  company,  the  Corporation  will generally be exempt from
federal  income  taxes  on net  investment  income  and  capital  gains  that it
distributes to stockholders  provided that at least 90% of its investment income
and net short-term capital gains are distributed to stockholders each year.

     Dividends on Common or Preferred Stock  representing net investment  income
and distributions of net short-term capital gains are taxable to stockholders as
ordinary income,  whether received in cash or invested in additional shares and,
to the extent designated as derived from the Corporation's  dividend income that
would be eligible for the dividends  received  deduction if the Corporation were
not a  regulated  investment  company,  they are  eligible,  subject  to certain
restrictions,  for  the  70%  dividends  received  deduction  for  corporations.
Distributions  of net capital gain (i.e.,  the excess of net  long-term  capital
gains over any net short-term  capital losses) are taxable as long-term  capital
gain, whether received in cash or invested in additional  shares,  regardless of
how long you have held your shares.  Such distributions are not eligible for the
dividends received deduction allowed to corporate  stockholders.  If you receive
distributions  in the form of additional  shares issued by the  Corporation  you
will  be  treated  for  federal  income  tax  purposes  as  having   received  a
distribution  in an  amount  equal  to the  fair  market  value  on the  date of
distribution of the shares  received.  You will be subject to federal income tax
on net capital  gains at a maximum rate of 20% if designated as derived from the
Corporation's  capital gains from property held by the Corporation for more than
one year.

     Any  gain or loss  you  realize  upon a sale or  redemption  of  Common  or
Preferred  Stock if you are not a dealer in securities will generally be treated
as a  long-term  capital  gain or loss if you held your shares for more than one
year and as a  short-term  capital  gain or loss if you held your shares for one
year or less.  However, if shares on which a long-term capital gain distribution
has been  received are  subsequently  sold or redeemed and such shares have been
held for six months or less,  any loss you realize  will be treated as long-term
capital  loss  to  the  extent  that  it  offsets  the  long-term  capital  gain
distribution. No loss will be allowed on the sale or other disposition of shares
of the Corporation if, within a period beginning 30 days before the date of such
sale or  disposition  and ending 30 days after such date,  you acquire  (such as
through the Automatic Dividend Investment and Cash Purchase Plan), or enter into
a contract or option to acquire,  securities that are substantially identical to
the shares of the  Corporation.  Net capital gain of a corporate  stockholder is
taxed at the same rate as ordinary income.

     The  Corporation  will  generally  be subject to an excise tax of 4% on the
amount by which  distributions  to stockholders  fall short of certain  required
levels, such that income or gain is not taxable to stockholders in the



                                       15
<PAGE>


calendar year in which it was earned by the Corporation.  Furthermore, dividends
declared in October, November or December payable to stockholders of record on a
specified date in such a month and paid in the following January will be treated
as having been paid by the  Corporation  and received by you in December.  Under
this rule, therefore, you may be taxed in one year on dividends or distributions
actually received in January of the following year.

     The tax treatment of the Corporation and of stockholders under the tax laws
of the various states may differ from the federal tax  treatment.  You are urged
to consult  your own tax advisor  regarding  specific  questions  as to federal,
state or local taxes.

     The Corporation is required to withhold and remit to the U.S.  Treasury 31%
of taxable  dividends and other reportable  payments paid on your account if you
provide the Corporation with either an incorrect Taxpayer  Identification Number
or no  number at all or you fail to  certify  that you are not  subject  to such
withholding.  You should be aware that,  under  regulations  promulgated  by the
Internal  Revenue  Service,  the  Corporation may be fined $50 annually for each
account for which a certified  Taxpayer  Identification  Number is not provided.
The  Corporation  may charge  you a service  fee of up to $50 for  accounts  not
having a certified  Taxpayer  Identification  Number.  Certificates  will not be
issued unless an account is certified.

                       INVESTMENT PLANS AND OTHER SERVICES

Automatic Dividend Investment and Cash Purchase Plan


     The Automatic  Dividend  Investment and Cash Purchase Plan is available for
any  Common  stockholder  who  wishes  to  purchase  additional  shares  of  the
Corporation's  Common  Stock with  dividends  or other cash  payments  on shares
owned, with cash dividends paid by other corporations in which is owned stock or
with cash funds. Details of the services offered under the Plan are given in the
Authorization Form appearing in this Prospectus. Under the Plan, you appoint the
Corporation  as your purchase agent to receive or invest such dividends and cash
funds  forwarded  by  you  for  your  accounts  in  additional   shares  of  the
Corporation's  Common Stock  (after  deducting a service  charge),  as described
under "Method of Purchase"  below.  Funds forwarded by you under the Plan should
be made payable to  Tri-Continental  Corporation  and mailed to  Tri-Continental
Corporation,  P.O. Box 9766,  Providence,  RI 02940-9766.  Checks for investment
must be in U.S. dollars drawn on a domestic bank. Credit card convenience checks
and third  party  checks,  i.e.,  checks  made  payable  to a party  other  than
Tri-Continental Corporation, may not be used to purchase shares under this Plan.
You should direct all correspondence concerning the Plan to Seligman Data Corp.,
100 Park  Avenue,  New York,  NY 10017.  At  present,  a service  fee of up to a
maximum of $2.00 will be charged for each cash purchase transaction. There is no
charge  for  Automatic  Dividend  Investment.  As  of  March  31,  2001,  32,376
stockholders, owning approximately 52,282,267 shares of Common Stock, were using
the Plan.  You may choose one or more of the services under the Plan and you may
change your choices (or terminate participation) at any time by notifying SDC in
writing. The Plan may be amended or terminated by written notice to Planholders.


Automatic Check Service

     The Automatic Check Service  enables you, if you are an Automatic  Dividend
Investment and Cash Purchase Planholder, to authorize checks to be drawn on your
regular checking  account at regular  intervals for fixed amounts to be invested
in additional shares of Common Stock for your account.  An Authorization Form to
be used to start the Automatic Check Service is included in this Prospectus.



                                       16
<PAGE>


Share Keeping Service

     You may send certificates for shares of the  Corporation's  Common Stock to
SDC to be placed in your account.  Certificates  should be sent to Seligman Data
Corp., 4400 Computer Drive, Westborough, MA 01581-5120, with a letter requesting
that they be placed in your account.  You should not sign the  certificates  and
they  should  be sent  by  certified  or  registered  mail.  Return  receipt  is
advisable;  however,  this may increase mailing time. When your certificates are
received by SDC, the shares will be entered in your  Tri-Continental  account as
"book  credits" and shown on the Statement of Account  received from SDC. If you
use the Share Keeping Service you should keep in mind that you must have a stock
certificate  for delivery to a broker if you wish to sell shares.  A certificate
will be issued and sent to you on your written  request to SDC,  usually  within
two business days of the receipt of your request.  You should  consider the time
it takes for a letter to arrive at SDC and for a certificate  to be delivered to
you by mail before you choose to use this service.

Tax-Deferred Retirement Plans

     Shares of the Corporation may be purchased for:

     --  Individual   Retirement   Accounts   (IRAs)   (available   to   current
         stockholders only);

     --  Savings Incentive Match Plans for Employees (SIMPLE IRAs);

     --  Simplified Employee Pension Plans (SEPs);

     --  Section 401(k) Plans for corporations and their employees; and

     --  Money   Purchase   Pension   and   Profit   Sharing   Plans   for  sole
         proprietorships, partnerships and corporations.

     These  types of plans may be  established  only upon  receipt  of a written
application  form. The  Corporation  may register an IRA investment for which an
account application has not been received as on ordinary taxable account.

     For more information,  write Retirement Plan Services, Seligman Data Corp.,
100 Park Avenue,  New York,  NY 10017.  You may  telephone  toll-free by dialing
(800) 445-1777 from all United States.


     State  Street  Bank & Trust  Company  acts as  trustee  and  custodian  and
performs other related services with respect to the Plans.


J. & W. Seligman & Co. Incorporated Matched Accumulation Plan

     The Manager has a Matched Accumulation Plan  ("Profit-Sharing  Plan") which
provides that,  through payroll  deductions  which may be combined with matching
contributions and through any profit sharing distribution made by the Manager to
the Profit-Sharing  Plan, eligible employees of the Manager,  Seligman Advisors,
Inc. and Seligman  Services,  Inc. may designate that the payroll deductions and
contributions made by the Manager and invested by the Plan trustee,  be invested
in certain  investment  companies  for which the  Manager  serves as  investment
adviser. One such fund consists of Common Stock of the Corporation  purchased by
the trustee as described under "Method of Purchase."




                                       17
<PAGE>


Seligman Data Corp. Employees' Thrift Plan

     SDC  has an  Employees'  Thrift  Plan  ("Thrift  Plan")  which  provides  a
systematic  means by which  savings,  through  payroll  deductions,  of eligible
employees of SDC may be combined with matching contributions made by the company
and invested by the Plan trustee, in certain investment  companies for which the
Manager serves as investment  adviser,  as designated by the employee.  One such
fund  consists of Common  Stock of the  Corporation  purchased by the trustee as
described under "Method of Purchase."

Method of Purchase

     Purchases will be made by the Corporation from time to time on the New York
Stock  Exchange or elsewhere to satisfy  dividend and cash purchase  investments
under the Automatic  Dividend  Investment and Cash Purchase  Plan,  tax-deferred
retirement  plans,  and the  investment  plans noted  above.  Purchases  will be
suspended on any day when the closing  price (or closing bid price if there were
no sales) of the Common  Stock on the New York Stock  Exchange on the  preceding
trading day was higher than the net asset  value per share  (without  adjustment
for the exercise of Warrants remaining outstanding).  If on the dividend payable
date or the date  shares are  issuable  to  stockholders  making  Cash  Purchase
investments under the Plan (the "Issuance Date"), shares previously purchased by
the  Corporation  are   insufficient  to  satisfy   dividend  or  Cash  Purchase
investments  and on the last  trading day  immediately  preceding  the  dividend
payable  date or the  Issuance  Date the closing sale or bid price of the Common
Stock  is  lower  than  or the  same as the  net  asset  value  per  share,  the
Corporation will continue to purchase shares until a number of shares sufficient
to cover all investments by stockholders  has been purchased or the closing sale
or bid price of the Common Stock  becomes  higher than the net asset  value,  in
which case the Corporation will issue the necessary additional shares. If on the
last trading date  immediately  preceding the dividend  payable date or Issuance
Date,  the closing sale or bid price of the Common Stock was higher than the net
asset value per share, and if shares of the Common Stock previously purchased on
the New York Stock Exchange or elsewhere are insufficient to satisfy dividend or
Cash Purchase  investments,  the Corporation will issue the necessary additional
shares from authorized but unissued shares of the Common Stock.

     Shares will be issued on the dividend  payable date or the Issuance Date at
a  price  equal  to the  lower  of (1)  the  closing  sale  or bid  price,  plus
commission,  of  the  Common  Stock  on  the  New  York  Stock  Exchange  on the
ex-dividend  date or Issuance Date or (2) the greater of the net asset value per
share of the  Common  Stock on such  trading  day  (without  adjustment  for the
exercise of Warrants  remaining  outstanding) and 95% of the closing sale or bid
price of the Common Stock on the New York Stock Exchange on such trading day. In
the past, the Common Stock ordinarily has been priced in the market at less than
net asset value per share.

     The net proceeds to the  Corporation  from the sale of any shares of Common
Stock to the Plans will be added to its general  funds and will be available for
additional  investments and general corporate purposes.  The Manager anticipates
that investment of any proceeds, in accordance with the Corporation's investment
objective  and  policies,  will take up to thirty days from their receipt by the
Corporation,  depending on market conditions and the availability of appropriate
securities,  but in no event will such  investment  take longer than six months.
Pending such  investment  in  accordance  with the  Corporation's  objective and
policies,  the proceeds will be held in U.S.  Government  Securities (which term
includes   obligations  of  the  United  States  Government,   its  agencies  or
instrumentalities) and other short-term money market instruments.

     If you are  participating  in the Automatic  Dividend  Investment  and Cash
Purchase  Plan and your  shares are held under the Plan in book  credit form you
may terminate your participation in the Plan and receive a certificate




                                       18
<PAGE>


for all or a part of your  shares or have all or a part of your  shares sold for
you by the Corporation and retain unsold shares in book credit form or receive a
certificate  for  any  shares  not  sold.  Instructions  must be  signed  by all
registered stockholders and should be sent to Seligman Data Corp., 4400 Computer
Drive,  Westborough,  MA  01581-5120.  If you elect to have shares sold you will
receive  the  proceeds  from the  sale,  less any  brokerage  commissions.  Only
participants  whose  shares  are  held  in  book  credit  form  may  elect  upon
termination of their  participation in the Plan to have shares sold in the above
manner.  All other  stockholders of the  Corporation  must sell shares through a
registered  broker/dealer.  As an  additional  measure  to  protect  you and the
Corporation,  SDC may confirm written  instructions when the value of the shares
being sold is $25,000 or more,  or when  proceeds  are directed to be paid to an
address  or payee  different  from that on our  records,  with you by  telephone
before  sending  you your  money.  This will not  affect  the date on which your
instruction  to sell shares is  actually  processed.  Whenever  the value of the
shares  being sold is $50,000 or more,  or the proceeds are to be paid or mailed
to an address or payee different from that on our records,  the signature of all
stockholders must be guaranteed by an eligible financial institution  including,
but not  limited to, the  following:  banks,  trust  companies,  credit  unions,
securities  brokers and dealers,  savings and loan associations and participants
in the Securities  Transfer  Association  Medallion  Program (STAMP),  the Stock
Exchanges  Medallion Program ("SEMP") and the New York Stock Exchange  Medallion
Signature Program ("MSP").  Notarization by a notary public is not an acceptable
signature  guarantee.  The Corporation  reserves the right to reject a signature
guarantee  where it is believed that the  Corporation  will be placed at risk by
accepting such guarantee.

Systematic Withdrawal Plan

     This Plan is  available  if you wish to receive  fixed  payments  from your
investment in the Common Stock in any amount at specified regular intervals. You
may start a  Systematic  Withdrawal  Plan if your  shares  of the  Corporation's
Common Stock have a market value of $5,000 or more.  Shares must be held in your
account as book credits. SDC will act for you, make payments to you in specified
amounts on either the 1st or 15th day of each month,  as  designated by you, and
maintain  your account.  There is a charge by the agent of $1.00 per  withdrawal
payment for this service. This charge may be changed from time to time.

     Payments under the Withdrawal  Plan will be made by selling  exactly enough
full and fractional shares of Common Stock to cover the amount of the designated
withdrawal.  Sales may be made on the New York Stock Exchange, to the agent or a
trustee for one of the other Plans, or elsewhere.  Payments from sales of shares
will  reduce the amount of capital at work and  dividend  earning  ability,  and
ultimately may liquidate the  investment.  Sales of shares may result in gain or
loss for  income  tax  purposes.  Withdrawals  under  this  Plan or any  similar
Withdrawal Plan of any other  investment  company,  concurrent with purchases of
shares of the Common Stock or of shares of any other  investment  company,  will
ordinarily  be  disadvantageous  to the  Planholder  because  of the  payment of
duplicative commission or sales loads.

Stockholder Information

     SDC  maintains  books  and  records  for  all of the  Plans,  and  confirms
transactions  to  Stockholders.  To insure  prompt  delivery of checks,  account
statements and other information, you should notify SDC immediately, in writing,
of any  address  changes.  If you  close  your  account  during  any  year it is
important that you notify SDC of any subsequent  address  changes to ensure that
you receive a year-end  statement and tax information for that year. You will be
sent reports quarterly regarding the Corporation.  General information about the
Corporation  may be requested by writing the  Corporate  Communications/Investor
Relations Department, J. & W. Seligman



                                       19
<PAGE>


& Co.  Incorporated,  100 Park Avenue,  New York, NY 10017 or by telephoning the
Corporate   Communications/Investor  Relations  Department  toll-free  at  (800)
221-7844 from all United  States.  You may call (212) 850-1864 in New York State
and in the greater New York City area.  Information  about your  account  (other
than a  retirement  plan  account),  may be  requested  by  writing  Stockholder
Services,  Seligman Data Corp., at the same address or by toll-free telephone by
dialing (800) 874-1092 from all United States or 212-682-7600 outside the United
States.  For  information  about a  retirement  account,  call  Retirement  Plan
Services toll-free at (800) 445-1777 or write Retirement Plan Services, Seligman
Data Corp. at the above  address.  SDC may be telephoned  Monday  through Friday
(except  holidays)  between the hours of 8:30 a.m. and 6:00 p.m.  Eastern  time.
Your call will be answered by a service representative.

     24-hour  automated  telephone access is available by dialing (800) 622-4597
(within the United  States) on a touchtone  telephone,  which  provides  instant
access to price, account balance, most recent transaction and other information.
In addition, you may request Account Statements and Form 1099-DIV.

               ISSUANCE OF SHARES IN CONNECTION WITH ACQUISITIONS

     The  Corporation  may issue  shares of its Common Stock in exchange for the
assets of  another  investing  company  in  transactions  in which the number of
shares of Common  Stock of the  Corporation  to be  delivered  will be generally
determined by dividing the current  value of the seller's  assets by the current
per share net asset value or market price on the New York Stock  Exchange of the
Common  Stock  of  the  Corporation,  or  by an  intermediate  amount.  In  such
acquisitions,  the  number  of shares of the  Corporation's  Common  Stock to be
issued will not be  determined  on the basis of the market  price of such Common
Stock if such price is lower than its net asset value per share, except pursuant
to an appropriate order of the Securities and Exchange Commission or approval by
stockholders  of the  Corporation,  as required by law. The  Corporation  is not
presently  seeking to acquire the assets of any  investing  company,  but it may
acquire the assets of companies from time to time in the future.

     Some or all of the  stock so  issued  may be sold  from time to time by the
recipients or their  stockholders  through  brokers in ordinary  transactions on
stock exchanges at current market prices.  The Corporation has been advised that
such  sellers  may be deemed to be  underwriters  as that term is defined in the
1933 Act.

                             ADDITIONAL INFORMATION

     During 2000, the  Corporation  had  transactions  in the ordinary course of
business  with firms and  companies of which one or more  directors and officers
was a director  and/or officer of the  Corporation,  and it is expected that the
Corporation will continue to have transactions of such nature during the current
year.



                                       20
<PAGE>


                            TABLE OF CONTENTS OF THE
                       STATEMENT OF ADDITIONAL INFORMATION


     The table of contents of the SAI is as follows:



                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                           <C>

Additional Investment Policies.............................................................     2
Directors and Officers.....................................................................     5
Holdings of Preferred Stock, Common Stock and Warrants.....................................     9
Management.................................................................................     9
Experts....................................................................................    10
Custodian, Stockholder Service Agent and Dividend Paying Agent.............................    11
Brokerage Commissions......................................................................    11
Incorporation of Financial Statements by Reference.........................................    11
Independent Auditors' Report on Financial Highlights--Senior Securities--$2.50
   Cumulative Preferred Stock..............................................................    12
Appendix...................................................................................    13

</TABLE>




                                       21
<PAGE>


<TABLE>
<S>                                                            <C>
[TRI-CONTINENTAL CORPORATION LOGO]                               AUTHORIZATION FORM
                                                                          for
                                                                 AUTOMATIC DIVIDEND
                                                                      INVESTMENT
To: Seligman Data Corp.                                        AND CASH PURCHASE PLAN
    P.O. Box 9759                                              o  AUTOMATIC DIVIDEND INVESTMENT
    Providence, Rhode Island 02940-9759                        o  AUTOMATIC INVESTMENT OF OTHER CORPORATIONS' DIVIDENDS
                                                               o  CASH PURCHASE PLAN
                                                               o  AUTOMATIC CHECK SERVICE
</TABLE>

                                                      Date   ...................

Gentlemen:

     I own shares of Tri-Continental Corporation Common Stock registered as
shown below:

ACCOUNT REGISTRATION

<TABLE>
<S>                                                       <C>
Stockholder's Name (print or type)
                                                          Stockholder's Signature*
Co-Holder's Name
                                                          Co-Holder's Signature*
Address (street and number)
                                                          Taxpayer Identification Number
City State Zip Code
                                                          Stockholder Account Number, if known
</TABLE>

*    If shares are held or to be held in more than one name,  all must sign, and
     plural  pronouns will be implied in the text. In the case of co-holders,  a
     joint tenancy with right of survivorship  will be presumed unless otherwise
     specified.

Under  penalties  of perjury I certify  that the number shown on this form is my
correct  Taxpayer  Identification  Number (Social Security Number) and that I am
not subject to backup withholding either because I have not been notified that I
am subject to backup  withholding  as a result of failure to report all interest
or  dividends,  or the  Internal  Revenue  Service has  notified me that I am no
longer  subject to backup  withholding.  I certify that to my legal  capacity to
purchase  or sell  shares  of the  Corporation  for my own  Account,  or for the
Account of the organization named above. I have received a current Prospectus of
the Corporation and appoint Seligman Data Corp. as my agent to act in accordance
with my instructions herein.

----------------------      ----------------------------------------------------
Date                        Stockholder's Signature

     I have read the Terms and Conditions of the Automatic  Dividend  Investment
and  Cash  Purchase  Plan  and the  current  Prospectus,  a copy of which I have
received, and I wish to establish a Plan to use the Services checked below:

SERVICE(S) DESIRED

    |_| Automatic Investment of Tri-Continental Dividends
        I wish to have my quarterly dividends invested in additional shares, and
        distributions from gains paid as follows:
        |_| Credited to my account in additional full and fractional shares.
        |_| Credited 75% to my account in shares and 25% paid to me in cash.

    |_| Automatic Investment of Other Corporation's Dividends
        I intend to give  orders for the  payment of cash  dividends  from other
        corporations  to be invested in shares of  Tri-Continental  Common Stock
        for my account.

        Note:  Checks in payment of  dividends  from other  corporations  should
        indicate your name and Tri-Continental account number. The checks should
        be made  payable  to the  order of  Tri-Continental  Corporation  and be
        mailed to Seligman Data Corp., P.O. Box 9766,  Providence,  Rhode Island
        02940-9766.

    |_| Cash Purchases
        I intend to send  funds  from time to time to be  invested  in shares of
        Tri-Continental Common Stock for my account.

        Note: Your checks should indicate your name and Tri-Continental  account
        number. Make all checks payable to Tri-Continental  Corporation and mail
        to  Seligman  Data  Corp.,  P.O.  Box  9766,  Providence,  Rhode  Island
        02940-9766.

    |_| Automatic Check Service
        I have completed the Authorization  Form to have  pre-authorized  checks
        drawn on my regular checking account at regular intervals for investment
        in shares of Tri-Continental Common Stock.


                                                                            5/01





                                       22
<PAGE>


[TRI-CONTINENTAL CORPORATION LOGO]                         AUTHORIZATION FORM
                                                                  for
                                                         AUTOMATIC CHECK SERVICE

To start your Automatic Check Service, fill out this form and forward it with an
unsigned bank check from your regular checking account (marked "void") to:

                    Seligman Data Corp.
                    P.O. Box 9759
                    Providence, Rhode Island 02940-9759


                                                 Date ..........................

Gentlemen:

     I own shares of  Tri-Continental  Corporation  Common Stock,  registered as
shown below,  which are entered in the Automatic  Dividend  Investment  and Cash
Purchase Plan.

1. Stockholder Account Number (if known)
                                         ---------------------------------------

2. AUTOMATIC CHECK SERVICE
   Please  arrange  with my bank to draw  pre-authorized  checks  on my  regular
   checking  account  and invest  $______________  in shares of  Tri-Continental
   Common Stock every:

              |_|  month                     |_|    3 months

   I have  completed the "Bank  Authorization  to Honor  Pre-Authorized  Checks"
   which appears below and have enclosed one of my bank checks marked  "void." I
   understand  that my checks will be invested on the fifth day of the month and
   that I must remember to deduct the amount of my investment as it is made from
   my checking account balance.


BANK AUTHORIZATION TO HONOR PRE-AUTHORIZED CHECKS

To:
   -----------------------------------------------------------------------------
   (Name of Bank)



   -----------------------------------------------------------------------------
   (Address of Bank or Branch, Street, City, State and Zip)


Please honor  pre-authorized  checks drawn on my account by Seligman Data Corp.,
100  Park  Avenue,   New  York,  NY  10017,  to  the  order  of  Tri-Continental
Corporation,  and charge them to my checking  account.  Your  authority to do so
shall  continue  until you receive  written  notice from me revoking it. You may
terminate your  participation  in this arrangement at any time by written notice
to me. I agree that your rights with respect to each pre-authorized  check shall
be the same as if it were a check  drawn and signed by me. I further  agree that
should any such check be  dishonored,  with or without cause,  intentionally  or
inadvertently, you shall be held under no liability whatsoever.


<TABLE>
<S>                                                  <C>

--------------------------------------------------------------------------------------------------------------
Checking Account No.


--------------------------------------------------------------------------------------------------------------
Name(s) of Depositor(s)--Please Print                Signature(s) of Depositor(s)--As carried by Bank



--------------------------------------------------------------------------------------------------------------
Address (Street)                                              City                 State              Zip Code
</TABLE>


                                                                            5/01




                                       23
<PAGE>





                      (This page intentionally left blank)








<PAGE>


                              TERMS AND CONDITIONS

     The  Automatic   Dividend   Investment  and  Cash  Purchase  Plan  provides
Tri-Continental  Common Stockholders with four ways to add to their investments:
1) with Tri-Continental dividends and distributions, 2) with cash dividends from
other  corporations,  3) with cash  payments,  in any amount at any time, and 4)
with cash provided by pre-authorized checks through the Automatic Check Service.
A  Planholder  may use any or all of these  Services,  subject to the  following
terms and conditions:

     1.  Seligman  Data Corp.  ("SDC"),  as Plan service  agent,  will  maintain
accounts  and  confirm  to  Planholders,  as  soon  as  practicable  after  each
investment,  the number of shares of Common  Stock  acquired and credited to the
accounts  and the cost.  Tri-Continental  Corporation  (the  "Corporation"),  as
purchase agent,  will purchase shares for Planholders.  All checks for dividends
payable by other  corporations or for cash purchase payments sent by Planholders
for investment in additional  shares of  Tri-Continental  Common Stock should be
drawn to the order of  Tri-Continental  Corporation  and mailed to Seligman Data
Corp., P.O. Box 9766, Providence, Rhode Island 02940-9766.

     2. Funds received by the Corporation for a Planholder will be combined with
funds of other  Planholders and those funds may be combined with funds available
under the plans for the  purchase of  Tri-Continental  Common  Stock in order to
minimize brokerage commissions on shares purchased.  Shares will be purchased in
accordance with the current  Prospectus.  Dividends from other  corporations and
purchase cash received from  Planholders or through the Automatic  Check Service
will be invested at least once each 30 days.

     3. The cost of shares  acquired  for each Plan  will be the  average  cost,
including  brokerage  commissions  and any other  costs of  acquisition,  of all
shares acquired for all Planholders in connection with a particular investment.

     4. No stock  certificates  will be delivered for shares acquired unless the
Plan account is terminated or the Planholder  requests their delivery by writing
to SDC. The shares  acquired will be held in each  Planholder's  account as book
credits.

     5. Certificates held by a Planholder, or subsequently received, may be sent
to SDC for credit to a Plan account. A certificate for any full shares held in a
Plan  account will be issued at a  Planholder's  request.  The time  required to
obtain a certificate to sell through a broker,  or for other  purposes,  will be
that  needed  to send a  written  request  to SDC to  withdraw  the  certificate
(normally  two  business  days) and to mail the  certificate  to the  Planholder
through the U.S. Postal Service.

     6. A  maximum  service  charge  of  $2.00  will  be  deducted  before  each
investment is made for a Plan account. There is no charge for Automatic Dividend
Investment.

     7.  Applications  for the Automatic Check Service are subject to acceptance
by the  Planholder's  bank and SDC. SDC will  prepare  Automatic  Check  Service
checks with the same magnetic ink numbers that are on a  Planholder's  check and
will arrange with the Planholder's  bank to start the Service in accordance with
the Planholder's instructions.  A minimum of 30 days from the date of receipt of
an  application by SDC is required to contact the bank and initiate the Service.
If for any reason the bank is unable to honor a  pre-authorized  check  request,
the Planholder will be notified promptly.

     Shares  with a  market  value of at  least  two  times  the  amount  of the
authorized  checks must be held as book credits for the Planholder's  account by
SDC.  If any check is  dishonored  or if the  value of shares  held by SDC in an
account  falls below the required  minimum,  the Service may be  suspended.  The
Service may be reinstated  upon written  request by the Planholder  including an
indication that the cause of the interruption has been corrected.

     If a  Planholder's  check is not  honored by the  Planholder's  bank at any
time, SDC is authorized to sell exactly  enough full and fractional  shares from
the Planholder's account to equal the amount of the dishonored check.

     8. A Planholder or SDC may terminate a Plan account at any time upon notice
in  writing   before  the  record  date  of  a  dividend  or   distribution   by
Tri-Continental.  A Plan account will terminate  automatically if the Planholder
sells or transfers all of the shares in the Plan  account.  If a Plan account is
terminated, a certificate for the full shares held may be issued and sent to the
Planholder,  and any  fractional  shares may be liquidated  at the  Planholder's
request.  Terminating  Planholders may elect to have all or part of their shares
sold by the Corporation, if their shares are held in book credit form. If a Plan
account is terminated  between the record and payment  dates of a dividend,  the
dividend payment will be made in cash.

     9. In acting under this Plan, the  Corporation  and SDC will be liable only
for willful misfeasance or gross negligence.

     10. A Planholder  may adopt or suspend one or more of the Plan  Services by
sending a revised Authorization Form or notice in writing to SDC.

     11. All  additional  shares  registered  in a  Planholder's  name which are
acquired  under  one or  more  of the  Plan  Services  or by  other  means  will
participate automatically in each of the Plan services elected.




                                       24
<PAGE>

                                      LOGO

                         an investment you can live with

                                 100 Park Avenue
                            New York, New York 10017

                             www.tricontinental.com


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


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



                         PORTFOLIO SECURITIES CUSTODIAN

                        State Street Bank & Trust Company

                             801 Pennsylvania Avenue
                           Kansas City, Missouri 64105


                                 GENERAL COUNSEL
                               Sullivan & Cromwell
                                125 Broad Street
                            New York, New York 10004



                                  Listed on the
                             New York Stock Exchange
                                       Ty


================================================================================


                                      LOGO

                         an investment you can live with



                                A Management Type
                             Diversified, Closed-End
                               Investment Company


                                  Common Stock
                                ($.50 par value)


                                   PROSPECTUS



                                   May 1, 2001



================================================================================



CETRI 5/01


<PAGE>

                           TRI-CONTINENTAL CORPORATION


                       Statement of Additional Information

                                   May 1, 2001


                                 100 Park Avenue
                            New York, New York 10017

                     New York City Telephone: (212) 682-7600
              Toll-Free Telephone: (800) 874-1092 all United States
      For Retirement Plan Information - Toll-Free Telephone: (800) 445-1777


This Statement of Additional  Information ("SAI") is not a prospectus.  This SAI
relates to the current Prospectus of Tri-Continental  Corporation,  dated May 1,
2001, and should be read in conjunction  therewith. A copy of the Prospectus may
be obtained from  Tri-Continental  Corporation at 100 Park Avenue,  New York, NY
10017.


A registration  statement  relating to these  securities has been filed with the
Securities and Exchange Commission (the "SEC").



                                Table of Contents


<TABLE>
<S>                                                                           <C>
      Additional Investment Policies (See "Investment Objective and
        Other Policies and Related Risks" in the Prospectus) ...............  2
      Directors and Officers ...............................................  5
      Holdings of Preferred Stock, Common Stock and Warrants ...............  9
      Management (See "Management of the Corporation"
        in the Prospectus) .................................................  9
      Experts ..............................................................  10
      Custodian, Stockholder Service Agent and
        Dividend Paying Agent ..............................................  11
      Brokerage Commissions ................................................  11
      Incorporation of Financial Statements by Reference ...................  11
      Independent Auditors' Report on Financial Highlights -
        -- Senior Securities -- $2.50 Cumulative Preferred Stock ...........  12
      Appendix..............................................................  13
</TABLE>


CETRI1A

<PAGE>

                         ADDITIONAL INVESTMENT POLICIES

The investment  objectives and policies of the  Corporation are set forth in the
Prospectus.  Certain  additional  investment  information  is set  forth  below.
Defined  terms used herein and not  otherwise  defined  shall have the  meanings
ascribed to them in the Prospectus.

The Corporation's stated fundamental policies,  which may not be changed without
a vote of stockholders are listed below;  within the limits of these fundamental
policies, the management has reserved freedom of action. The Corporation:

     (1) may issue senior securities such as bonds,  notes or other evidences of
indebtedness  if immediately  after  issuance the net assets of the  Corporation
provide 300% coverage of the aggregate  principal amount of all bonds,  notes or
other  evidences  of  indebtedness  and that  amount does not exceed 150% of the
capital and surplus of the Corporation;

     (2) may issue senior  equity  securities  on a parity with,  but not having
preference or priority over, the Preferred  Stock if immediately  after issuance
its net assets are equal to at least 200% of the aggregate amount  (exclusive of
any dividends accrued or in arrears) to which all shares of the Preferred Stock,
then outstanding, shall be entitled as a preference over the Common Stock in the
event of voluntary or involuntary liquidation,  dissolution or winding up of the
Corporation;

     (3) may borrow money for  substantially  the same  purposes as it may issue
senior debt securities,  subject to the same  restrictions and to any applicable
limitations prescribed by law;

     (4) may engage in the business of underwriting  securities  either directly
or through  majority-owned  subsidiaries subject to any applicable  restrictions
and limitations prescribed by law;

     (5) does not intend to concentrate its assets in any one industry  although
it may from time to time invest up to 25% of the value of its  assets,  taken at
market value, in a single industry;

     (6) may  not,  with  limited  exceptions,  purchase  and sell  real  estate
directly but may do so through majority-owned subsidiaries,  so long as its real
estate  investments  do not exceed 10% of the value of the  Corporation's  total
assets;

     (7) may not purchase or sell commodities or commodity contracts; and

     (8) may make money  loans  (subject to  restrictions  imposed by law and by
charter)  (a)  only  to its  subsidiaries,  (b)  as  incidents  to its  business
transactions or (c) for other purposes.  It may lend its portfolio securities to
brokers  or  dealers  in  corporate  or  government  securities,  banks or other
recognized  institutional  borrowers  of  securities  subject to any  applicable
requirements of a national securities  exchange or of a governmental  regulatory
body against  collateral  consisting of cash or direct obligations of the United
States,  maintained on a current basis,  so long as all such loans do not exceed
10% of  the  value  of  total  assets,  and it may  make  loans  represented  by
repurchase agreements,  as described in the Prospectus, so long as such loans do
not exceed 10% of the value of total assets.

When  securities  are loaned,  the  Corporation  receives  from the borrower the
equivalent  of dividends or interest  paid by the issuer of  securities  on loan
and, at the same time, makes short-term investments with the cash collateral and
retains the interest earned,  after payment to the borrower or placing broker of
a negotiated  portion of such interest,  or receives from the borrower an agreed
upon rate of interest in the case of loans  collateralized by direct obligations
of the United States. The Corporation does not have the right to vote securities
on loan,  but would expect to terminate the loan and regain the right to vote if
that were considered important with respect to the investment.

During its last three fiscal years,  the  Corporation  did not: (a) issue senior
securities;  (b) borrow any money;  (c) underwrite  securities;  (d) concentrate
investments in particular  industries or groups of  industries;  (e) purchase or
sell real estate,  commodities,  or commodity contracts; or (f) make money loans
or lend portfolio securities.

In  order to take  advantage  of  opportunities  that  may be  provided  by debt
instruments of foreign issuers,  the Corporation may from time to time invest up
to 3% of its  assets  in debt  securities  issued  or  guaranteed  by a  foreign

                                       2
<PAGE>

government  or any of  its  political  subdivisions,  authorities,  agencies  or
instrumentalities  and in related forward contracts.  The Manager will determine
the  percentage  of assets  invested in  securities  of a particular  country or
denominated  in a particular  currency in accordance  with its assessment of the
relative  yield  and   appreciation   potential  of  such   securities  and  the
relationship  of a  country's  currency  to  the  U.S.  dollar.  Currently,  the
Corporation will invest in securities  denominated in foreign currencies or U.S.
dollars  of issuers  located in the  following  countries:  Australia,  Austria,
Belgium,  Canada,  Denmark,  France, Germany, Hong Kong, Italy, Japan, Malaysia,
Mexico,  the  Netherlands,   New  Zealand,  Norway,  Singapore,  Spain,  Sweden,
Switzerland,  Thailand  and the  United  Kingdom.  An issuer of debt  securities
purchased  by the  Corporation  may be  domiciled  in a country  other  than the
country in whose currency the instrument is denominated.

The Corporation's  returns on foreign currency  denominated debt instruments can
be adversely affected by changes in the relationship between the U.S. dollar and
foreign currencies. The Corporation may engage in currency exchange transactions
to  protect  against  uncertainty  in the  level  of  future  exchange  rates in
connection with hedging and other non-speculative  strategies involving specific
settlement transactions or portfolio positions. The Corporation will conduct its
currency exchange  transactions  either on a spot (i.e., cash) basis at the rate
prevailing in the currency market or through forward contracts.

     Rights and Warrants.  The Corporation may not invest in rights and warrants
     if, at the time of acquisition, the investment in rights and warrants would
     exceed 5% of the Corporation's  net assets,  valued at the lower of cost or
     market.  In  addition,  no more than 2% of net  assets may be  invested  in
     warrants  not  listed  on the New York or  American  Stock  Exchanges.  For
     purposes of this restriction, warrants acquired by the Corporation in units
     or  attached to  securities  may be deemed to have been  purchased  without
     cost.

     Foreign Currency Transactions. A forward foreign currency exchange contract
     is an  agreement  to purchase or sell a specific  currency at a future date
     and at a  price  set  at  the  time  the  contract  is  entered  into.  The
     Corporation  will generally  enter into forward foreign  currency  exchange
     contracts  to fix the U.S.  dollar value of a security it has agreed to buy
     or sell for the period  between the date the trade was entered into and the
     date the security is delivered  and paid for, or, to hedge the U.S.  dollar
     value of securities it owns.

The Corporation may enter into a forward contract to sell or buy the amount of a
foreign  currency it believes may experience a substantial  movement against the
U.S.  dollar.  In this case the contract would  approximate the value of some or
all of the  Corporation's  portfolio  securities  denominated  in  such  foreign
currency.  Under normal circumstances,  the portfolio manager will limit forward
currency  contracts  to not  greater  than  75% of the  Corporation's  portfolio
position in any one country as of the date the  contract is entered  into.  This
limitation will be measured at the point the hedging transaction is entered into
by the Corporation.  Under  extraordinary  circumstances,  the Manager may enter
into forward currency contracts in excess of 75% of the Corporation's  portfolio
position in any one country as of the date the  contract  is entered  into.  The
precise  matching of the forward  contract  amounts and the value of  securities
involved  will  not  generally  be  possible  since  the  future  value  of such
securities  in  foreign  currencies  will  change  as a  consequence  of  market
involvement  in the  value  of those  securities  between  the date the  forward
contract is entered into and the date it matures.  The  projection of short-term
currency market movement is extremely difficult, and the successful execution of
a short-term hedging strategy is highly uncertain.  Under certain circumstances,
the  Corporation  may  commit up to the  entire  value of its  assets  which are
denominated in foreign  currencies to the consummation of these  contracts.  The
Manager  will  consider  the effect a  substantial  commitment  of its assets to
forward  contracts  would have on the investment  program of the Corporation and
its ability to purchase additional securities.

Except as set forth above and immediately  below,  the Corporation will also not
enter into such forward  contracts or maintain a net exposure to such  contracts
where the  consummation of the contracts would oblige the Corporation to deliver
an  amount of  foreign  currency  in  excess  of the value of the  Corporation's
portfolio  securities  or  other  assets  denominated  in  that  currency.   The
Corporation,  in order to avoid excess  transactions and transaction  costs, may
nonetheless  maintain a net exposure to forward contracts in excess of the value
of the Corporation's  portfolio  securities or other assets  denominated in that
currency  provided the excess amount is "covered" by cash or liquid,  high-grade
debt securities, denominated in any currency, at least equal at all times to the
amount of such excess. Under normal circumstances, consideration of the prospect
for  currency  parties  will be  incorporated  into the  longer-term  investment
decisions made with regard to overall diversification  strategies.  However, the
Manager believes that it is important to have the flexibility to enter into such
forward  contracts when it determines that the best interests of the Corporation
will be served.

                                       3
<PAGE>

At the  maturity  of a forward  contract,  the  Corporation  may either sell the
portfolio  security and make delivery of the foreign currency,  or it may retain
the security and  terminate  its  contractual  obligation to deliver the foreign
currency by purchasing an "offsetting"  contract  obligating it to purchase,  on
the same maturity date, the same amount of the foreign currency.

As indicated  above,  it is impossible  to forecast with absolute  precision the
market value of portfolio  securities at the expiration of the forward contract.
Accordingly,  it may be necessary  for the  Corporation  to purchase  additional
foreign  currency on the spot market (and bear the expense of such  purchase) if
the market value of the security is less than the amount of foreign currency the
Corporation  is  obligated  to  deliver  and if a  decision  is made to sell the
security  and make  delivery  of the  foreign  currency.  Conversely,  it may be
necessary to sell on the spot market some of the foreign currency  received upon
the sale of the  portfolio  security if its market  value  exceeds the amount of
foreign  currency  the  Corporation  is  obligated  to  deliver.   However,  the
Corporation  may use liquid,  high-grade  debt  securities,  denominated  in any
currency,  to cover the amount by which the value of a forward  contract exceeds
the value of the securities to which it relates.

If the  Corporation  retains the  portfolio  security and engages in  offsetting
transactions,  the Corporation  will incur a gain or a loss (as described below)
to the extent that there has been movement in forward  contract  prices.  If the
Corporation engages in an offsetting transaction, it may subsequently enter into
a new forward  contract  to sell the foreign  currency.  Should  forward  prices
decline  during the period  between the  Corporation's  entering  into a forward
contract  for the sale of a  foreign  currency  and the date it  enters  into an
offsetting  contract for the purchase of the foreign  currency,  the Corporation
will  realize a gain to the  extent the price of the  currency  it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should forward
prices  increase,  the Corporation will suffer a loss to the extent the price of
the currency it has agreed to purchase  exceeds the price of the currency it has
agreed to sell.

The Corporation's dealing in forward foreign currency exchange contracts will be
limited to the transactions  described above. Of course,  the Corporation is not
required  to  enter  into   forward   contracts   with  regard  to  its  foreign
currency-denominated  securities and will not do so unless deemed appropriate by
the Manager.  It also should be realized  that this method of hedging  against a
decline  in the  value of a  currency  does not  eliminate  fluctuations  in the
underlying prices of the securities. It simply establishes a rate of exchange at
a future date.  Additionally,  although such contracts tend to minimize the risk
of loss due to a decline  in the value of a hedged  currency,  at the same time,
they tend to limit any potential gain which might result from an increase in the
value of that currency.

Stockholders  should  be aware of the  costs of  currency  conversion.  Although
foreign exchange  dealers do not charge a fee for conversion,  they do realize a
profit based on the difference  (the "spread")  between the prices at which they
are buying and selling  various  currencies.  Thus, a dealer may offer to sell a
foreign currency to the Corporation at one rate, while offering a lesser rate of
exchange should the Corporation desire to resell that currency to the dealer.

Investment  income  received by the  Corporation  from  sources  within  foreign
countries  may be subject to foreign  income taxes  withheld at the source.  The
United  States has entered into tax treaties with many foreign  countries  which
entitle the  Corporation to a reduced rate of such taxes or exemption from taxes
on such income.  It is impossible to determine the effective rate of foreign tax
in advance since the amounts of the  Corporation's  assets to be invested within
various countries is not known.


                                       4
<PAGE>

                             DIRECTORS AND OFFICERS

A listing of the directors and officers of the  Corporation  and their  business
experience for the past five years follows.  An asterisk (*) indicates directors
who are  "interested  persons" of the  Corporation (as defined by the Investment
Company Act of 1940 (the "1940 Act").  Unless  otherwise  noted,  the address of
each director and officer is 100 Park Avenue, New York, NY 10017.


<TABLE>
<S>                                <C>
WILLIAM C. MORRIS*                 Director,   Chairman  of  the  Board,   Chief
      (63)                         Executive   Officer   and   Chairman  of  the
                                   Executive Committee

                                   Chairman,    J.   &   W.   Seligman   &   Co.
                                   Incorporated;  Chairman  and Chief  Executive
                                   Officer,  the  Seligman  Group of  investment
                                   companies; Chairman, Seligman Advisors, Inc.;
                                   Seligman  Services,  Inc.; and Carbo Ceramics
                                   Inc.,  ceramic  proppants  for  oil  and  gas
                                   industry;   Director,  Seligman  Data  Corp.;
                                   Kerr-McGee Corporation,  a diversified energy
                                   company;    and   Sarah   Lawrence   College.
                                   Formerly,  Director,  Daniel Industries Inc.,
                                   manufacturer   of  oil   and   gas   metering
                                   equipment.

BRIAN T. ZINO*                     Director,   President   and   Member  of  the
      (48)                         Executive  Committee  Director and President,
                                   J.  &  W.   Seligman   &  Co.   Incorporated;
                                   President  (with the  exception  of  Seligman
                                   Quality  Municipal  Fund,  Inc.  and Seligman
                                   Select  Municipal Fund, Inc.) and Director or
                                   Trustee,  the  Seligman  Group of  investment
                                   companies;  Chairman,  Seligman  Data  Corp.;
                                   Member  of  the  Board  of  Governors  of the
                                   Investment   Company   Institute;   and  Vice
                                   Chairman,   ICI  Mutual  Insurance   Company,
                                   Seligman   Advisors,   Inc.,   and   Seligman
                                   Services, Inc.

JOHN R. GALVIN                     Director
      (71)                         Dean  Emeritus,  Fletcher  School  of Law and
                                   Diplomacy  at Tufts  University;  Director or
                                   Trustee,  the  Seligman  Group of  investment
                                   companies;  Chairman Emeritus of the American
                                   Council on Germany;  a Governor of the Center
                                   for  Creative   Leadership;   Director,   the
                                   National  Defense  University;  the Institute
                                   for  Defense  Analyses;   and  Raytheon  Co.,
                                   electronics.   Formerly,   Director,   USLIFE
                                   Corporation, life insurance; Ambassador, U.S.
                                   State  Department for negotiations in Bosnia;
                                   Distinguished  Policy  Analyst  at Ohio State
                                   University and Olin  Distinguished  Professor
                                   of  National  Security  Studies at the United
                                   States Military  Academy.  From June, 1987 to
                                   June,   1992,  he  was  the  Supreme   Allied
                                   Commander, Europe and the Commander-in-Chief,
                                   United States European  Command.
                                   2714 Jodeco Circle, Jonesboro, GA 30236
</TABLE>


                                       5
<PAGE>

<TABLE>
<S>                                <C>
ALICE S. ILCHMAN                   Director
      (66)
                                   President  Emeritus,  Sarah Lawrence College;
                                   Director or Trustee,  the  Seligman  Group of
                                   investment companies;  Trustee, the Committee
                                   for  Economic  Development;   Chairman,   The
                                   Rockefeller      Foundation,       charitable
                                   foundation; and Director, Public Broadcasting
                                   Service (PBS). Formerly,  Trustee, The Markle
                                   Foundation,  philanthropic organization;  and
                                   Director,  New York  Telephone  Company,  and
                                   International  Research and  Exchange  Board,
                                   intellectual  exchanges.  18 Highland Circle,
                                   Bronxville, New York 10708

FRANK A. McPHERSON                 Director
      (68)
                                   Retired  Chairman  of  the  Board  and  Chief
                                   Executive  Officer,  Kerr-McKee  Corporation,
                                   diversified   energy  company;   Director  or
                                   Trustee,  the  Seligman  Group of  investment
                                   companies;      Director,      Kimberly-Clark
                                   Corporation,  consumer products;  Conoco Inc,
                                   oil  exploration  and  production;   Bank  of
                                   Oklahoma  Holding  Company;  Baptist  Medical
                                   Center;   Oklahoma   Chapter  of  the  Nature
                                   Conservancy;    Oklahoma   Medical   Research
                                   Foundation; and National Boys and Girls Clubs
                                   of America;  and  President  of the  Oklahoma
                                   Foundation   for   Excellence  in  Education.
                                   Formerly,   Chairman  of  the  Oklahoma  City
                                   Chamber of Commerce,  and the  Oklahoma  City
                                   Public   Schools   Foundation;   a  Director,
                                   Federal Reserve  System's Kansas City Reserve
                                   Bank;   and  a   Member   of   the   Business
                                   Roundtable. 2601 Northwest Expressway,  Suite
                                   805E, Oklahoma City, OK 73112

JOHN E. MEROW                      Director
      (71)
                                   Retired Chairman and Senior Partner, Sullivan
                                   &  Cromwell,  law firm;  Director or Trustee,
                                   the Seligman  Group of investment  companies;
                                   Director,   Commonwealth  Industries,   Inc.,
                                   manufacturer of aluminum sheet products;  the
                                   Foreign  Policy  Association;  Municipal  Art
                                   Society of New York;  the U. S.  Council  for
                                   International  Business;  and Vice  Chairman,
                                   New   York-Presbyterian   Healthcare  System,
                                   Inc.;  Life  Trustee,  New  York-Presbyterian
                                   Hospital;  and  Member  of the  American  Law
                                   Institute   and  the   Council   on   Foreign
                                   Relations.
                                   125 Broad Street, New York, NY 10004

BETSY S. MICHEL                    Director
      (58)
                                   Attorney;  Director or Trustee,  the Seligman
                                   Group of investment  companies;  Trustee, The
                                   Geraldine  R.  Dodge  Foundation,  charitable
                                   foundation;    and   World   Learning,   Inc.
                                   Formerly,  Chairman  of the Board of Trustees
                                   of St.  George's  School  (Newport,  RI) and,
                                   Director,   the   National   Association   of
                                   Independent Schools (Washington DC).
                                   P.O. Box 719, Gladstone, NJ 07934

JAMES C. PITNEY                    Director
      (74)
                                   Retired  Partner,   Pitney,  Hardin,  Kipp  &
                                   Szuch,  law firm;  Director or  Trustee,  the
                                   Seligman   Group  of  investment   companies.
                                   Formerly, Director, Public Service Enterprise
                                   Group, public utility.
                                   Park Avenue at Morris County,  P.O. Box 1945,
                                   Morristown, NJ 07962-1945
</TABLE>

                                       6
<PAGE>


<TABLE>
<S>                                <C>
JAMES Q. RIORDAN                   Director
      (73)
                                   Director, various organizations;  Director or
                                   Trustee,  the  Seligman  Group of  investment
                                   companies;  Director, The Houston Exploration
                                   Company,   oil   exploration;   The  Brooklyn
                                   Museum;  KeySpan Energy Corporation;  and The
                                   Committee for Economic Development. Formerly,
                                   Co-Chairman  of the Policy Council of the Tax
                                   Foundation;   Vice   Chairman,   Exxon  Mobil
                                   Corporation,   petroleum  and  petrochemicals
                                   company; Director, Tesoro Petroleum Companies
                                   and Dow Jones & Company  Inc.,  business  and
                                   financial  news  company;  and  Director  and
                                   President,  Bekaert  Corporation;  high-grade
                                   steel  cord,   wire  and   fencing   products
                                   company;  and Director,  Public  Broadcasting
                                   Service (PBS).
                                   2893 S.E. Ocean  Boulevard,  Stuart,  Florida
                                   34996


LEROY C. RICHIE                    Director
      (59)
                                   Chairman  and  Chief  Executive   Officer,  Q
                                   Standards   Worldwide,   Inc.;   Director  or
                                   Trustee,  the  Seligman  Group of  investment
                                   companies  (except  Seligman Cash  Management
                                   Fund,     Inc.);     Director,     Kerr-McGee
                                   Corporation,   diversified   energy  company;
                                   Infinity,   Inc.;  Chairman,   Highland  Park
                                   Michigan Economic  Development Corp; Trustee,
                                   New York University Law Center Foundation and
                                   Vice  Chairman,   Detroit   Medical   Center.
                                   Formerly,   Chairman   and  Chief   Executive
                                   Officer, Capital Coating Technologies,  Inc.,
                                   applied coating  technologies  company;  Vice
                                   President  and  General  Counsel,  Automotive
                                   Legal  Affairs,   Chrysler   Corporation.   Q
                                   Standards  Worldwide,  Inc.,
                                   920 E.  Lincoln,  Suite  11,  Birmingham,  MI
                                   48009

ROBERT L. SHAFER                   Director
      (68)
                                   Retired   Vice   President,    Pfizer   Inc.,
                                   pharmaceuticals;  Director  or  Trustee,  the
                                   Seligman   Group  of  investment   companies.
                                   Formerly, Director, USLIFE Corporation,  life
                                   insurance. 96 Evergreen Avenue, Rye, New York
                                   10580


JAMES N. WHITSON                   Director
      (66)
                                   Retired  Executive  Vice  President and Chief
                                   Operating Officer, Sammons Enterprises, Inc.,
                                   a diversified  holding  company;  Director or
                                   Trustee,  the  Seligman  Group of  investment
                                   companies;   and  Director,   C-SPAN,   cable
                                   television, and CommScope, Inc., manufacturer
                                   of coaxial cables.  6606  Forestshire  Drive,
                                   Dallas, TX 75230

CHARLES C. SMITH, JR.              Vice President and Portfolio Manager
      (44)
                                   Managing  Director,  J. & W.  Seligman  & Co.
                                   Incorporated;  Vice  President  and Portfolio
                                   Manager, Seligman Portfolios,  Inc., Seligman
                                   Common Stock Fund,  Inc. and Seligman  Income
                                   Fund, Inc.


CHARLES  W.   KADLEC               Vice   President
     (55)
                                   Managing  Director,  J. & W.  Seligman  & Co.
                                   Incorporated;  Chief  Investment  Strategist,
                                   Seligman  Advisors,  Inc.; Vice President and
                                   Portfolio    Manager   of    Seligman    Time
                                   Horizon/Harvester Series, Inc.
</TABLE>


                                       7
<PAGE>

<TABLE>
<S>                                <C>
THOMAS G. ROSE                     Vice President
      (43)
                                   Senior  Vice  President,  Finance,  J.  &  W.
                                   Seligman   &   Co.   Incorporated,   Seligman
                                   Advisors,  Inc. and Seligman Data Corp.  Vice
                                   President,  the Seligman  Group of investment
                                   companies,  Seligman International,  Inc. and
                                   Seligman Services, Inc. Formerly,  Treasurer,
                                   the Seligman  Group of  investment  companies
                                   and Seligman Data Corp.


LAWRENCE P. VOGEL                  Vice President and Treasurer
      (44)
                                   Senior   Vice    President   and   Treasurer,
                                   Investment Companies,  J. & W. Seligman & Co.
                                   Incorporated;  Vice  President and Treasurer,
                                   the Seligman  Group of investment  companies.
                                   Formerly, Senior Vice President,  Finance, J.
                                   & W.  Seligman & Co.  Incorporated,  Seligman
                                   Advisors, Inc., Seligman International,  Inc.
                                   and  Seligman  Data  Corp.;  Vice  President,
                                   Seligman   Services,   Inc.;  and  Treasurer,
                                   Seligman    Henderson    Co.   and   Seligman
                                   International, Inc.

FRANK J. NASTA                     Secretary
      (36)
                                   General Counsel,  Senior Vice President,  Law
                                   and Regulation, and Corporate Secretary, J. &
                                   W.  Seligman & Co.  Incorporated;  Secretary,
                                   the Seligman  Group of investment  companies;
                                   and Corporate  Secretary,  Seligman Advisors,
                                   Inc.,   Seligman  Services,   Inc.,  Seligman
                                   International,  Inc. and Seligman  Data Corp.
                                   Formerly,   Corporate   Secretary,   Seligman
                                   Henderson Co.
</TABLE>



<TABLE>
<CAPTION>
Compensation Table
                                                                                  Pension or
                                                         Aggregate            Retirement Benefits       Total Compensation
                                                        Compensation          Accrued as part of       from Corporation and
 Name and Position with Corporation                 from Corporation (1)     Corporation Expenses      Fund Complex (1)(2)
 -----------------------------------                --------------------     ---------------------     -------------------
<S>                                                 <C>                      <C>                       <C>
William C. Morris, Director and Chairman                    N/A                       N/A                      N/A
Brian T. Zino, Director and President                       N/A                       N/A                      N/A
John R. Galvin, Director                                 $24,590                      N/A                         $89,000
Alice S. Ilchman, Director                                 24,350                     N/A                          92,000
Frank A. McPherson, Director                               23,585                     N/A                          89,000
John E. Merow, Director                                    24,590                     N/A                          92,000
Betsy S. Michel, Director                                  24,590                     N/A                          92,000
James C. Pitney, Director                                  24,350                     N/A                          92,000
Leroy C. Richie, Director                                   5,724                     N/A                          25,630
James Q. Riordan, Director                                 24,350                     N/A                          89,000
Robert L. Shafer, Director                                 22,340                     N/A                          86,000
James N. Whitson, Director                                 24,590(3)                  N/A                          92,000(3)
</TABLE>
----------
(1)  Based on remuneration  received by the Directors of the Corporation for the
     year ended December 31, 2000.


(2)  As  defined  in  the  Corporation's  Prospectus,   the  Seligman  Group  of
     investment companies consists of twenty-one investment companies.

(3)  Deferred.


The  Corporation  has adopted a deferred  compensation  plan under which outside
directors  may elect to defer  receiving  their fees. A director who has elected
deferral of his or her fees may choose a rate of return  equal to either (1) the
interest rate on  short-term  Treasury  Bills,  or (2) the rate of return on the
shares of  certain  of


                                       8
<PAGE>


the investment  companies advised by the Manager, as designated by the director.
The annual cost of such fees and interest is included in the director's fees and
expenses and the accumulated balance thereof is included in "Liabilities" in the
Corporation's financial statements. As of December 31, 2000, the total amount of
deferred compensation (including interest) payable in respect of the Corporation
to Mr.  Whitson was $180,465.  Messrs.  Merow and Pitney no longer defer current
compensation; however, they have accrued deferred compensation in the amounts of
$113,009 and $123,355, respectively, as of December 31, 2000.


Directors  and  officers of the  Corporation  are also  directors,  trustees and
officers of some or all of the other investment companies in the Seligman Group.


The Executive Committee of the Board of Directors has the power to (a) determine
the  value of  securities  and  assets  owned by the  Corporation,  (b) elect or
appoint  officers  of the  Corporation  to serve  until the next  meeting of the
Directors  succeeding such action and (c) determine the price at which shares of
Common Stock of the  Corporation  shall be issued and sold.  All action taken by
the  Executive  Committee  is recorded and reported to the Board of Directors at
their meeting  succeeding such action.  The Executive  Committee of the Board of
Directors  consists of Mr. William C. Morris,  Chairman,  and Mr. Brian T. Zino,
President.


             Holdings of Preferred Stock, Common Stock and Warrants


As of March 31, 2001,  holders of record of Preferred Stock totaled 470; holders
of record of Common  Stock  totaled  40,234;  and  holders of record of Warrants
totaled 117. Insofar as is known by the Corporation, no person owns, controls or
holds, directly or indirectly,  5% or more of the outstanding equity securities,
except for Cede & Co., a nominee for The Depository  Trust  Company,  PO Box 20,
Bowling Green Station, New York, NY 10274-0020, owns of record approximately 49%
of the  Corporation's  Common Stock  outstanding  and  approximately  79% of the
Corporation's Preferred Stock outstanding.

As of March 31, 2001, all directors and officers of the Corporation, as a group,
owned less than 1% of the  Corporation's  Common Stock.  As of the same date, no
directors  or  officers  owned  any  of the  Corporation's  Preferred  Stock  or
Warrants.  Mr. William C. Morris,  Chairman and Chief  Executive  Officer of the
Manager  and  Chairman  of  the  Board  and  Chief  Executive   Officer  of  the
Corporation,  owns  a  majority  of the  outstanding  voting  securities  of the
Manager.


These  securities of the  Corporation  shown as being owned  beneficially by the
directors and officers  include  shares held by or for the benefit of members of
their  families or held by a trust of which a director is a trustee but in which
they disclaim beneficial ownership.

                                   MANAGEMENT

The Manager


The Corporation  pays the Manager for its services a management fee,  calculated
daily and payable monthly,  equal to a percentage of the daily net assets of the
Corporation.  The method for  determining  this  percentage,  referred to as the
management fee rate, is set forth in the Prospectus. The management fee amounted
to $15,398,779 in 2000,  $16,408,753 in 1999 and $14,754,214 in 1998,  which was
equivalent  to an  annual  rate of .39%,  .40% and  .40%,  respectively,  of the
average daily net assets of the Corporation.

Prior to March 31, 1998,  the Manager was party to a Subadvisory  Agreement with
Seligman  Henderson  Co.  pursuant to which  Seligman  Henderson  Co.  agreed to
provide  investment  advisory  services to the Corporation in respect of foreign
assets  to  the  extent  requested  by the  Manager.  On  March  30,  1998,  the
Subadvisory  Agreement was terminated in accordance with its terms.  The Manager
has no  present  plans to enter  into  similar  arrangements  in  respect of the
Corporation.


                                       9
<PAGE>


For the period from  January 1, 1998 through  March 30,  1998,  the Manager paid
fees to Seligman  Henderson Co.,  pursuant to the  Subadvisory  Agreement in the
amount of $279,293.


As part of its services to the Corporation, the Manager provides the Corporation
with such office  space,  administrative  and other  services and  executive and
other  personnel as are necessary for the  operations  of the  Corporation.  The
Manager also provides senior  management for Seligman Data Corp., a wholly-owned
subsidiary of the Corporation and each of the other investment  companies in the
Seligman Group. The Manager pays all of the compensation of the Directors of the
Corporation  who are employees or consultants of the Manager and its affiliates,
of the  officers  and  employees  of the  Corporation  and of certain  executive
officers of Seligman Data Corp.

The Manager is a successor  firm to an investment  banking  business  founded in
1864  which  has  provided   investment   services  to  individuals,   families,
institutions  and  corporations.  Mr.  William C.  Morris owns a majority of the
outstanding  voting securities of the Manager.  See the Appendix for information
regarding the history of the Manager.

Code of Ethics


The Manager, Seligman Advisors, Inc. (Seligman Advisors), their subsidiaries and
affiliates,  and the Seligman Group of investment  companies have adopted a Code
of Ethics that sets forth the circumstances under which officers,  directors and
employees  (collectively,   Employees)  are  permitted  to  engage  in  personal
securities  transactions.  The Code of Ethics proscribes  certain practices with
regard to personal  securities  transactions and personal  dealings,  provides a
framework for the reporting and monitoring of personal  securities  transactions
by the  Manager's  Director  of  Compliance,  and  sets  forth  a  procedure  of
identifying,  for disciplinary action, those individuals who violate the Code of
Ethics.  The Code of Ethics prohibits  Employees  (including all investment team
members) from purchasing or selling any security or an equivalent  security that
is being  purchased  or sold by any client,  or where the Employee  intends,  or
knows of  another's  intention,  to  purchase  or sell a security on behalf of a
client.  The Code also prohibits all Employees  from  acquiring  securities in a
private  placement  or in an  initial or  secondary  public  offering  unless an
exemption has been obtained from the Manager's Director of Compliance.


The Code of  Ethics  prohibits  (1)  each  portfolio  manager  or  member  of an
investment  team from  purchasing or selling any security  within seven calendar
days of the  purchase or sale of the security by a client's  account  (including
investment  company  accounts)  that the portfolio  manager or  investment  team
manages;  (2) each Employee from engaging in short-term  trading (a purchase and
sale or vice-versa  within 60 days);  and (3) each member of an investment  team
from engaging in short sales of a security if, at that time,  any client managed
by that team has a long position in that security.  Any profit realized pursuant
to any of these prohibitions must be disgorged.


Employees are required,  except under very limited  circumstances,  to engage in
personal securities  transactions through the Manager's order desk, or through a
broker/dealer  designated  by the  Manager.  All  Employee  personal  securities
transactions must be pre-cleared  through the Manager's  compliance  department.
The compliance department and the order desk maintains a list of securities that
may not be purchased due to a possible conflict with clients.  All Employees are
also  required  to  disclose  all  securities  beneficially  owned by them  upon
commencement of employment and at the end of each calendar year.

A copy of the Code of Ethics is on  public  file  with,  and is  available  upon
request  from,  the SEC.  You can access it  through  the SEC's  Internet  site,
http://www.sec.gov.


                                     EXPERTS

Deloitte & Touche LLP, Two World  Financial  Center,  New York,  New York 10281,
acts as independent auditors for the Corporation and in such capacity audits the
Corporation's   annual  and  semi-annual   financial  statements  and  financial
highlights.


The financial  information of the Corporation  included in the Prospectus  under
the caption "Financial Highlights" and the financial statements  incorporated by
reference  in this SAI have been so included or  incorporated  by  reference  in
reliance on the reports of Deloitte & Touche LLP given upon their  authority  as
experts in auditing and accounting.



                                       10
<PAGE>


         CUSTODIAN, STOCKHOLDER SERVICE AGENT AND DIVIDEND PAYING AGENT

Seligman Data Corp., a wholly-owned  subsidiary of the Corporation,  acts as the
stockholder  service  agent and  dividend  paying agent and  performs,  at cost,
certain  recordkeeping  functions for the Corporation,  maintains the records of
shareholder  accounts and  furnishes  dividend  paying,  redemption  and related
services.


State  Street  Bank & Trust  Company,  801  Pennsylvania  Avenue,  Kansas  City,
Missouri  64105,  serves as custodian for the  Corporation.  It also  maintains,
under the  general  supervision  of the  Manager,  the  accounting  records  and
determines the net asset value for the Corporation.

                              BROKERAGE COMMISSIONS

The Management  Agreement  recognizes that in the purchase and sale of portfolio
securities of the  Corporation,  the Manager will seek the most favorable  price
and execution,  and,  consistent with that policy, may give consideration to the
research,  statistical and other services furnished by brokers or dealers to the
Manager for its use, as well as to the  general  attitude  toward and support of
investment  companies  demonstrated  by such brokers or dealers.  Such  services
include  supplemental  investment  research,  analysis  and  reports  concerning
issuers, industries and securities deemed by the Manager to be beneficial to the
Corporation. In addition, the Manager is authorized to place orders with brokers
who  provide  supplemental  investment  and market  research  and  security  and
economic  analysis  although  the use of such  brokers  may  result  in a higher
brokerage  charge to the Corporation  than the use of brokers selected solely on
the basis of seeking the most  favorable  price and  execution and although such
research  and  analysis  may be useful to the  Manager  in  connection  with its
services to clients other than the Corporation.

In  over-the-counter  markets,  the Corporation deals with primary market makers
unless a more  favorable  execution or price is believed to be  obtainable.  The
Corporation  may buy  securities  from or sell  securities to dealers  acting as
principal,   except  dealers  with  which  its  directors  and/or  officers  are
affiliated.

When two or more of the  investment  companies  in the  Seligman  Group or other
investment  advisory  clients  of the  Manager  desire  to buy or sell  the same
security at the same time, the securities purchased or sold are allocated by the
Manager in a manner  believed  to be  equitable  to each.  There may be possible
advantages or  disadvantages of such  transactions  with respect to price or the
size of positions readily obtainable or saleable.

Information as to the Corporation's  portfolio turnover rate for recent years is
stated under  "Financial  Highlights"  in the  Corporation's  Prospectus.  Total
brokerage commissions (not including any spreads on principal  transactions on a
net basis) paid by the  Corporation  during the years ended  December  31, 2000,
1999 and 1998, were $4,830,427, $2,719,304 and $5,013,846, respectively.


During the year ended December 31, 2000, the Corporation  acquired securities of
its regular  brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or
of their  parents.  The Fund held  securities  of  Citigroup,  Inc.,  the parent
company of Salomon Smith Barney,  with an aggregate  value of  $84,253,125 as of
December 31, 2000.



               INCORPORATION OF FINANCIAL STATEMENTS BY REFERENCE


The Corporation's  financial statements for the year ended December 31, 2000 are
incorporated   into  this  SAI  by  reference  to  the  2000  Annual  Report  to
Stockholders of the Corporation, filed with the SEC pursuant to Section 30(b) of
the 1940 Act and the rules and  regulations  thereunder.  The 2000 Annual Report
contains schedules of the Corporation's portfolio investments as of December 31,
2000 and certain other financial  information.  A copy of the 2000 Annual Report
will be sent to you without charge if you request a copy of this SAI.






                                       11
<PAGE>


  INDEPENDENT AUDITORS' REPORT ON FINANCIAL HIGHLIGHTS -- SENIOR SECURITIES --
                        $2.50 CUMULATIVE PREFERRED STOCK


To the Board of Directors and Security Holders of
         Tri-Continental Corporation:



We have  previously  audited,  in accordance with auditing  standards  generally
accepted  in the  United  States  of  America,  the  statements  of  assets  and
liabilities,  including the  portfolios of  investments,  and the  statements of
capital stock and surplus of  Tri-Continental  Corporation as of December 31 for
each of the ten years in the period  ended  December  31,  2000 and the  related
statements  of  operations  and of changes  in net  investment  assets,  and the
financial  highlights  for each of the  years  then  ended  (none  of which  are
presented  herein);  and we expressed  unqualified  opinions on those  financial
statements.

In our opinion, the information appearing on page 8 of the Prospectus, under the
caption "Senior  Securities-$2.50  Cumulative  Preferred Stock", for each of the
ten  years in the  period  ended  December  31,  2000 is fairly  stated,  in all
material  respects,  in relation to the financial  statements  from which it has
been derived.





DELOITTE & TOUCHE LLP
New York, New York
February 9, 2001










                                       12
<PAGE>


                                    APPENDIX


                 HISTORY OF J. & W. SELIGMAN & CO. INCORPORATED


Seligman's  beginnings  date back to 1837, when Joseph  Seligman,  the oldest of
eight brothers,  arrived in the United States from Germany. He earned his living
as a pack  peddler in  Pennsylvania,  and began  sending for his  brothers.  The
Seligmans became successful merchants,  establishing businesses in the South and
East.

Backed by nearly thirty years of business  success - culminating  in the sale of
government securities to help finance the Civil War - Joseph Seligman,  with his
brothers,  established the international  banking and investment firm of J. & W.
Seligman & Co. In the years that followed,  the Seligman  Complex played a major
role in the  geographical  expansion and  industrial  development  of the United
States.

The Seligman Complex:

 ....Prior to 1900

o    Helps finance America's fledgling railroads through underwriting.
o    Is admitted to the New York Stock  Exchange  in 1869.  Seligman  remained a
     member of the NYSE until 1993,  when the  evolution of its business made it
     unnecessary.
o    Becomes a prominent underwriter of corporate securities, including New York
     Mutual Gas Light Company,  later part of  Consolidated  Edison.
o    Provides financial  assistance to Mary Todd Lincoln and urges the Senate to
     award her a pension.
o    Is appointed U.S. Navy fiscal agent by President  Grant.
o    Becomes a leader in raising  capital  for  America's  industrial  and urban
     development.

 ...1900-1910

o    Helps Congress finance the building of the Panama Canal.

 ...1910s

o    Participates  in  raising  billions  for Great  Britain,  France and Italy,
     helping to finance World War I.

 ...1920s

o    Participates in hundreds of  underwritings  including those for some of the
     country's largest companies: Briggs Manufacturing,  Dodge Brothers, General
     Motors,  Minneapolis-Honeywell  Regulatory Company,  Maytag Company, United
     Artists Theater Circuit and Victor Talking Machine Company.
o    Forms  Tri-Continental  Corporation  in 1929,  today the nation's  largest,
     diversified  closed-end equity investment company,  with over $3 billion in
     assets, and one of its oldest.

 ...1930s

o    Assumes  management of Broad Street  Investing  Co. Inc.,  its first mutual
     fund, today known as Seligman Common Stock Fund, Inc.
o    Establishes Investment Advisory Service.



                                       13
<PAGE>


 ...1940s

o    Helps shape the Investment Company Act of 1940.
o    Leads in the  purchase  and  subsequent  sale to the public of Newport News
     Shipbuilding  and  Dry  Dock  Company,  a  prototype  transaction  for  the
     investment banking industry.
o    Assumes management of National Investors Corporation, today Seligman Growth
     Fund, Inc.
o    Establishes Whitehall Fund, Inc., today Seligman Income Fund, Inc.

 ...1950-1989

o    Develops new open-end  investment  companies.  Today,  manages more than 40
     mutual fund portfolios.
o    Helps  pioneer  state-specific,  municipal  bond  funds,  today  managing a
     national and 18 state-specific municipal funds.
o    Establishes J. & W. Seligman Trust Company, and J. & W. Seligman Valuations
     Corporation.
o    Establishes Seligman  Portfolios,  Inc., an investment vehicle with fifteen
     portfolios  offered  through  variable  annuity and variable life insurance
     products.

 ...1990s

o    Introduces  Seligman  Select  Municipal  Fund,  Inc. and  Seligman  Quality
     Municipal  Fund,  Inc.,  two closed-end  funds that invest in  high-quality
     municipal bonds.
o    Introduces  to  the  public   Seligman   Frontier   Fund,   Inc.,  a  small
     capitalization mutual fund.
o    Launches  Seligman  Global  Fund  Series,  Inc.,  which  today  offers five
     separate  series:  Seligman  International  Growth  Fund,  Seligman  Global
     Smaller Companies Fund,  Seligman Global  Technology Fund,  Seligman Global
     Growth Fund and Seligman Emerging Markets Fund.
o    Launches  Seligman  Value Fund Series,  Inc.,  which  currently  offers two
     separate series: Seligman Large-Cap Value Fund and Seligman Small-Cap Value
     Fund.
o    Launches  innovative  Seligman New  Technologies  Fund,  Inc., a closed-end
     "interval"  fund seeking  long-term  capital  appreciation  by investing in
     technology companies, including venture capital investing.

 ...2000

o    Introduces  Seligman  Time   Horizon/Harvester   Series,   Inc.,  an  asset
     allocation type mutual fund containing four funds: Seligman Time Horizon 30
     Fund,  Seligman  Time  Horizon 20 Fund,  Seligman  Time Horizon 10 Fund and
     Seligman Harvester Fund.
o    Launches Seligman New Technologies  Fund II, Inc., a closed-end  "interval"
     fund seeking  long-term  capital  appreciation  by investing in  technology
     companies, including up to 50% in venture capital investing.



                                       14
</TEXT>
</DOCUMENT>
