Edgar Filing: TRI CONTINENTAL CORP

SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by Registrant [x]
Filed by a Party Other than Registrant [ ]

Check the Appropriate Box:

[ ] Preliminary Proxy Statement
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Tri-Continental Corporation
(Name of Registrant as Specified In Its Charter)

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

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

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

New York City Telephone (212) 850-1864
Toll-Free Telephone (800) 221-2450

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2003

To the Stockholders:

The 73rd Annual Meeting of Stockholders (the "Meeting") of Tri-Continental
Corporation, a Maryland corporation (the "Corporation"), will be held at the St.
Regis Hotel, 1919 Briar Oaks Lane, Houston, Texas 77027, on May 15, 2003 at 9:00
A.M., for the following purposes:

(1) To elect four Directors;

(2) To act on a proposal to ratify the selection of Deloitte & Touche
LLP as auditors of the Corporation for 2003; and

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

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

The close of business on March 20, 2003 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof.

By order of the Board of Directors,

/s/ Frank J. Nasta

Secretary

Dated: New York, New York, April 17, 2003

----------

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

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

April 17, 2003

Tri-Continental Corporation
100 PARK AVENUE, NEW YORK, NEW YORK 10017

PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2003

This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Board of Directors of Tri-Continental Corporation
("Tri-Continental" or the "Corporation") to be used at the 73rd Annual Meeting
of Stockholders (the "Meeting") to be held in Houston, Texas on May 15, 2003. It
is expected that the Notice of Annual Meeting, Proxy Statement and form of Proxy
will first be mailed to Stockholders on or about April 21, 2003.

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

The close of business on March 20, 2003 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof. On that date, the Corporation had
outstanding 752,740 shares of $2.50 cumulative preferred stock (the "Preferred
Stock"), each share being entitled to two votes, and 146,242,828 shares of
common stock, par value $0.50 (the "Common Stock"), each share being entitled to
one vote. For all matters to be voted upon, an abstention or broker non-vote
will not be considered a vote cast.

In the event that a quorum is not represented at the Meeting or, even if a
quorum is so represented, in the event that sufficient votes in favor of any
management proposal are not received by May 15, 2003, the persons named as
Proxies may propose and vote for one or more adjournments of the Meeting if a
quorum is not represented or, if a quorum is so represented, only with respect
to such management proposal, with no notice other than an announcement at the
Meeting, and further solicitation may be made. Shares represented by Proxies
indicating a vote against a management proposal will be voted against
adjournment in respect of that proposal.

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

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

A. ELECTION OF DIRECTORS
------------------------
(Proposal 1)

The Board of Directors is presently comprised of twelve Directors. The
Board is divided into three classes, and the members of each class hold office
for a term of three years unless elected in the interim. The term of one class
expires in each year.

At the Meeting this year, four Directors are to be elected. General John R.
Galvin and Messrs. William C. Morris and Robert L. Shafer, each of whose term
will expire at the 2003 Annual Meeting, and Mr. Robert B. Catell, replacing Mr.
James Q. Riordan, who having reached the age of 75, is retiring pursuant to
Board policy at the 2003 Annual Meeting, have been recommended by the Director
Nominating Committee of the Board of Directors of the Corporation for election
to the class whose term will expire in 2006.

It is the intention of the persons named in the accompanying form of Proxy
to nominate and to vote such Proxy for the election of General Galvin and
Messrs. Catell, Morris and Shafer. General Galvin has been a Director of the
Corporation since 1995, Mr. Morris has been a Director and Chairman of the
Corporation since 1988, and Mr. Shafer has been a Director of the Corporation
since 1991. General Galvin and Messrs. Morris and Shafer were last elected by
Stockholders at the 2000 Annual Meeting.

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

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

TERM OF NUMBER OF
OFFICE IF PORTFOLIOS IN
ELECTED AND FUND COMPLEX
NAME (AGE) AND POSITION LENGTH OF PRINCIPAL OCCUPATION(S) DURING TO BE OVERSEEN
WITH CORPORATION* TIME SERVED PAST 5 YEARS, DIRECTORSHIPS AND OTHER INFORMATION BY NOMINEE
----------------------- ----------- ------------------------------------------------------------------ --------------

INDEPENDENT DIRECTOR NOMINEES

Robert B. Catell (66) 2003-2006 CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF KEYSPAN CORPORATION, 60++
DIRECTOR NOMINEE BROOKLYN, NY (A DIVERSIFIED ENERGY, GAS AND ELECTRIC COMPANY). Mr.
Catell is also a Director or Trustee of Alberta Northeast Gas,
Ltd. and Boundary Gas Inc., Taylor Gas Liquids, Ltd., The Houston
Exploration Company (oil and gas exploration, development and
production), Edison Electric Institute, New York State Energy
Research and Development Authority, Independence Community Bank,
Business Council of New York State, Inc., New York City
Partnership (business and civic organization) and the Long Island
Association (business and civic organization).

John R. Galvin (73) 2003-2006; DEAN EMERITUS, FLETCHER SCHOOL OF LAW AND DIPLOMACY AT TUFTS 61
DIRECTOR 1995 to Date UNIVERSITY, MEDFORD, MA. General Galvin is a Director or Trustee
of each of the investment companies of the Seligman Group of
Funds+. He is also Chairman Emeritus, American Council on Germany.
He was formerly a Director of USLIFE Corporation (life insurance)
and a Director of Raytheon Co. (defense and commercial
electronics) and Governor of the Center for Creative Leadership;
Ambassador, U.S. State Department for negotiations in Bosnia;
Distinguished Policy Analyst at Ohio State University and Olin
Distinguished Professor of National Security Studies at the United
States Military Academy. From June 1987 to June 1992, General
Galvin was the Supreme Allied Commander, Europe and the
Commander-in-Chief, United States European Command.

INDEPENDENT DIRECTOR NOMINEE

Robert L. Shafer (70) 2003-2006; RETIRED VICE PRESIDENT, PFIZER INC., NEW YORK, NY (PHARMA- 61
DIRECTOR 1991 to Date CEUTICALS). Mr. Shafer is a Director or Trustee of each of the
investment companies of the Seligman Group of Funds+. He was
formerly a Director of USLIFE Corporation (life insurance).

INTERESTED DIRECTOR NOMINEE

William C. Morris**(65) 2003-2006; CHAIRMAN, J. & W. SELIGMAN & CO. INCORPORATED, NEW YORK, NY. 61
DIRECTOR AND 1988 to Date Mr. Morris is Chairman of the Board and Director or Trustee
CHAIRMAN OF THE BOARD of each of the investment companies of the Seligman Group of
Funds+; Chairman of Seligman Advisors, Inc., Seligman Services,
Inc. (broker-dealer), and Carbo Ceramics Inc. (manufacturer of
ceramic proppants for oil and gas industry) and a Director of
Seligman Data Corp. He was formerly a Director of Kerr-McGee
Corporation (a diversified energy company) and Chief Executive
Officer of each of the investment companies of the Seligman Group
of Funds.

OTHER DIRECTORS

The other Directors of the Corporation whose terms will not expire in 2003
are:

NUMBER OF
TERM OF PORTFOLIOS IN
OFFICE AND FUND COMPLEX
NAME (AGE) AND POSITION LENGTH OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN
WITH CORPORATION* TIME SERVED PAST 5 YEARS, DIRECTORSHIPS AND OTHER INFORMATION BY DIRECTOR
----------------------- ----------- ------------------------------------------------------------------ --------------

INDEPENDENT DIRECTORS

Alice S. Ilchman (67) 2001-2004; PRESIDENT EMERITUS, SARAH LAWRENCE COLLEGE, BRONXVILLE, NY. 61
DIRECTOR 1990 to Date Dr. Ilchman is a Director or Trustee of each of the investment
companies of the Seligman Group of Funds.+ She is also Director of
the Jeannette K. Watson Fellowship; a Trustee of The Committee for
Economic Development; and a Director of the Public Broadcasting
Service (PBS); and Court of Governors, London School of Economics.
She was formerly the Chairman of The Rockefeller Foundation
(charitable foundation); a Trustee of The Markle Foundation
(philanthropic organization); and a Director of the International
Research and Exchange Board (intellectual exchanges) and New York
Telephone Company.

Frank A. McPherson (69) 2001-2004; RETIRED CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF 61
DIRECTOR 1995 to Date KERR-MCGEE CORPORATION, OKLAHOMA CITY, OK (A DIVERSIFIED ENERGY
COMPANY). Mr. McPherson is a Director or Trustee of each of the
investment companies of the Seligman Group of Funds.+ He is also a
Director of ConocoPhillips (integrated international oil
corporation), Integris Health (owner of various hospitals), BOK
Financial (bank holding company), Oklahoma Chapter of the Nature
Conservancy, Oklahoma Medical Research Foundation, Boys and Girls
Clubs of Oklahoma, Oklahoma City Public Schools Foundation and
Oklahoma Foundation for Excellence in Education. He was formerly a
Director of Kimberly-Clark Corporation (consumer products) and the
Federal Reserve System's Kansas City Reserve Bank.

John E. Merow (73) 2002-2005; RETIRED CHAIRMAN AND SENIOR PARTNER, SULLIVAN & CROMWELL LLP, NEW 61
DIRECTOR 1991 to Date YORK, NY (LAW FIRM). Mr. Merow is a Director or Trustee of each of
the investment companies of the Seligman Group of Funds+. He is
also a Director of Commonwealth Industries, Inc. (manufacturer of
aluminum sheet products); Director and Treasurer of the Foreign
Policy Association; Director Emeritus of the Municipal Art Society
of New York; Trustee and Secretary of the U.S. Council for
International Business; a Trustee of the New York-Presbyterian
Hospital; Trustee and Vice Chairman of the New York-Presbyterian
Healthcare System, Inc. and a Member of the American Law

Institute and Council on Foreign Relations.

Betsy S. Michel (60) 2002-2005; ATTORNEY, GLADSTONE, NJ. Ms. Michel is a Director or Trustee of 61
DIRECTOR 1985 to Date each of the investment companies of the Seligman Group of Funds+.
She is also a Trustee of The Geraldine R. Dodge Foundation
(charitable foundation) and World Learning, Inc. (international
education and training). She was formerly Chairman of the Board of
Trustees of St. George's School (Newport, RI).

Leroy C. Richie (61) 2001-2004; CHAIRMAN AND CHIEF EXECUTIVE OFFICER, Q STANDARDS WORLDWIDE, INC., 60
DIRECTOR 2000 to Date BIRMINGHAM, MI (LIBRARY OF TECHNICAL STANDARDS). Mr. Richie is a
Director or Trustee of each of the investment companies of the
Seligman Group of Funds,+ with the exception of Seligman Cash
Management Fund, Inc. He is also a Director of Kerr-McGee
Corporation (a diversified energy company) and Infinity, Inc. (oil
and gas services and exploration); and Director and Chairman of
Highland Park Michigan Economic Development Corp. He was formerly
a Trustee of New York University Law Center Foundation; Vice
Chairman of the Detroit Medical Center; Chairman and Chief
Executive Officer of Capital Coating Technologies, Inc. (applied
coating technologies); and Vice President and General Counsel,
Automotive Legal Affairs, of Chrysler Corporation.

James N. Whitson (68) 2002-2005; RETIRED EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER OF 61
DIRECTOR 1993 to Date SAMMONS ENTERPRISES, INC., DALLAS, TX (DIVERSIFIED HOLDING
COMPANY). Mr. Whitson is a Director or Trustee of each of the
investment companies of the Seligman Group of Funds+. He is also a
Director of C-SPAN (cable television networks) and CommScope, Inc.
(manufacturer of coaxial cable). Mr. Whitson was formerly a
director and consultant of Sammons Enterprises, Inc.

INTERESTED DIRECTORS

Paul C. Guidone** (45) 2002-2005; MANAGING DIRECTOR AND CHIEF INVESTMENT OFFICER, J. & W. SELIGMAN & 60
DIRECTOR 2002 to Date CO. INCORPORATED, NEW YORK, NY. Mr. Guidone is a Director or
Trustee of each of the investment companies of the Seligman Group
of Funds+, with the exception of Seligman Cash Management Fund,
Inc. He is also Member of the Association of Investment Management
and Research, the New York Society of Security Analysts and the
London Society of Investment Professionals. He was formerly Deputy
Chairman and Group Chief Executive Officer of HSBC Asset
Management and, prior to that, Managing Director and Chief
Investment Officer of Prudential Diversified Investments.

Brian T. Zino** (50) 2001-2004; DIRECTOR AND PRESIDENT, J. & W. SELIGMAN & CO. INCORPORATED, NEW 61
DIRECTOR, PRESIDENT AND 1993 to Date YORK, NY. Mr. Zino is President, Chief Executive Officer and
CHIEF EXECUTIVE OFFICER Director or Trustee of each of the invest- ment companies of the
Seligman Group of Funds+. He is also a Director of Seligman
Advisors, Inc. and Seligman Services, Inc. (broker-dealer);
Chairman, Seligman Data Corp.; Member of the Board of Governors of
the Investment Company Institute; and Vice Chairman, ICI Mutual
Insurance Company.

-------------
+ The Seligman Group of Funds consists of twenty-three registered investment
companies, including the Corporation.

++ It is anticipated that by May 15, 2003, Mr. Catell will be appointed or
elected to serve as a Director or Trustee of each of the investment
companies of the Seligman Group of Funds, with the exception of Seligman
Cash Management Fund, Inc.

* The address for each Director or Nominee is 100 Park Avenue, New York, New
York 10017.

** Mr. Guidone, Mr. Morris and Mr. Zino are considered "interested persons" of
the Corporation, as defined in the Investment Company Act of 1940, as
amended ("1940 Act"), by virtue of their positions with the Manager and its
affiliates.

BENEFICIAL OWNERSHIP OF SHARES OF THE CORPORATION AND FUNDS OF COMPLEX

As of February 28, 2003, each Director (or Nominee) beneficially owned
shares of the Corporation and the investment companies of the Seligman Group of
Funds as follows:

AGGREGATE DOLLAR RANGE OF
SHARES OWNED BY DIRECTOR OR
DOLLAR RANGE OF COMMON SHARES NOMINEE OF ALL FUNDS OVERSEEN OR TO
OWNED BY DIRECTOR OR BE OVERSEEN BY DIRECTOR OR NOMINEE
NAME OF DIRECTOR (OR NOMINEE) NOMINEE OF THE CORPORATION OF SELIGMAN GROUP OF FUNDS
---------------------------- ------------------------------ -----------------------------------

INDEPENDENT DIRECTORS/NOMINEES

Robert B. Catell $10,001-$50,000 $10,001-$50,000
John R. Galvin $10,001-$50,000 $10,001-$50,000
Alice S. Ilchman $50,001-$100,000 Over $100,000
Frank A. McPherson Over $100,000 Over $100,000
John E. Merow Over $100,000 Over $100,000
Betsy S. Michel $10,001-$50,000 Over $100,000
Leroy C. Richie None $10,001-$50,000
Robert L. Shafer None Over $100,000
James N. Whitson Over $100,000 Over $100,000

INTERESTED DIRECTORS/NOMINEES

Paul C. Guidone $10,001-$50,000 Over $100,000
William C. Morris Over $100,000 Over $100,000
Brian T. Zino Over $100,000 Over $100,000

At February 28, 2003, all Directors and officers of the Corporation as a
group owned beneficially less than 1% of the Corporation's Common Stock.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

The Manager, on behalf of Mr. Morris, failed to file on a timely basis one
Form 4 with respect to three transactions.

BOARD COMMITTEES

The Board of Directors met seven times during the year ended December 31,
2002. The standing committees of the Board include the Board Operations
Committee, Audit Committee and Director Nominating Committee. These Committees
are comprised solely of Directors who are not "interested persons" of the
Corporation as that term is defined in the 1940 Act. The duties of these
Committees are described below.

BOARD OPERATIONS COMMITTEE. This Committee has authority generally to
direct the operations of the Board, including the nomination of members of other
Board Committees and the selection of legal counsel for the Corporation. The
Committee met four times during the year ended December 31, 2002. Members of the
Committee are Messrs. McPherson, (Chairman), Galvin, Merow, Richie, Riordan,
Shafer and Whitson, Dr. Ilchman and Ms. Michel. As a result of Mr. Riordan's
retirement at the 2003 Annual Meeting, he will no longer serve as a Committee
member following the Meeting.

AUDIT COMMITTEE. This Committee assists the Board in its oversight of the
Corporation's financial reporting process and operates pursuant to a written
charter most recently amended on March 15, 2001. The Committee met three times
during the year ended December 31, 2002. Members of this Committee are Messrs.
Whitson (Chairman), Galvin, Merow and Richie, and Ms. Michel. The report of the
Audit Committee, as approved on March 20, 2003, is attached to this Proxy
Statement as Appendix 1.

DIRECTOR NOMINATING COMMITTEE. This Committee recommends to the Board
persons to be nominated for election as Directors by the Stockholders and
selects and proposes nominees for election by the Board between Annual Meetings.
The Committee will consider suggestions from Stockholders submitted in writing
to the Secretary of the Corporation. The Committee met three times during the
year ended December 31, 2002. Members of this Committee are Messrs. Shafer
(Chairman), McPherson, Riordan and Dr. Ilchman. As a result of Mr. Riordan's
retirement at the 2003 Annual Meeting, he will no longer serve as a Committee
member following the Meeting.

EXECUTIVE OFFICERS OF THE CORPORATION

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

TERM OF OFFICE
NAME (AGE) AND POSITION AND LENGTH OF PRINCIPAL OCCUPATION
WITH THE CORPORATION TIME SERVED* DURING PAST FIVE YEARS
--------------------------------------------------------------------------------
Ben-Ami Gradwohl (44) 2001 to Date Mr. Gradwohl is a Managing Director of
VICE PRESIDENT AND CO- the Manager. He is Vice President and
PORTFOLIO MANAGER Co-Portfolio Manager of Seligman
Common Stock Fund, Inc. and Seligman
Income and Growth Fund, Inc.; and Vice
President of Seligman Portfolios, Inc.
and Co-Portfolio Manager of its
Seligman Common Stock Portfolio and
Seligman Income Portfolio. Mr.
Gradwohl was formerly a Portfolio
Manager at Nicholas-Applegate Capital
Management from 1996 to 1999.

David Guy (44) 2001 to Date Mr. Guy is a Managing Director of the
VICE PRESIDENT AND CO- Manager. He is Vice President and
PORTFOLIO MANAGER Co-Portfolio Manager of Seligman
Common Stock Fund, Inc. and Vice
President of Seligman Portfolios, Inc.
and Co-Portfolio Manager of its
Seligman Common Stock Portfolio. Mr.
Guy was formerly a Portfolio Manager,
Systematic Investment Group, at
Nicholas-Applegate Capital Manage-
ment from 1997 to 1999.

Charles W. Kadlec (57) 1996 to Date Mr. Kadlec is a Managing Director of
VICE PRESIDENT the Manager and Chief Investment
Strategist of Seligman Advisors, Inc.
He is also Vice President and
Portfolio Manager of Seligman Time
Horizon/Harvester Series, Inc.

TERM OF OFFICE
NAME (AGE) AND POSITION AND LENGTH OF PRINCIPAL OCCUPATION
WITH THE CORPORATION TIME SERVED* DURING PAST FIVE YEARS
--------------------------------------------------------------------------------
Lawrence P. Vogel (46) VP: Mr. Vogel is Senior Vice President
VICE PRESIDENT AND 1992 to Date; and Treasurer, Investment Companies,
TREASURER Treas: of the Manager and is Vice President
2000 to Date and Treasurer of each of the
investment companies of the Seligman
Group of Funds and of Seligman Data
Corp. He was formerly Senior Vice
President, Finance, of the Manager,
Seligman Advisors, Inc. and Seligman
Data Corp.; Vice President and
Treasurer of Seligman International,
Inc.; Vice President of Seligman
Services, Inc.; and Treasurer of
Seligman Henderson Co.

Thomas G. Rose (45) 2000 to Date Mr. Rose is Senior Vice President,
PRESIDENT Finance, of the VICE Manager, Seligman
Advisors, Inc. and Seligman Data Corp.
since May 2000. He is a Vice President
of each of the investment companies of
the Seligman Group of Funds. He is
also Vice President of Seligman
International, Inc. and Seligman
Services, Inc. Formerly, he was
Treasurer of each of the investment
companies of the Seligman Group of
Funds and Seligman Data Corp.

Frank J. Nasta (38) 1994 to Date Mr. Nasta is a Managing Director,
SECRETARY General Counsel and Corporate Sec-
retary of the Manager. He is Secretary
of each of the investment companies of
the Seligman Group of Funds. He is
also Corporate Secretary of Seligman
Advisors, Inc., Seligman Services,
Inc., Seligman International, Inc. and
Seligman Data Corp. He was formerly
Corporate Secretary of Seligman
Henderson Co.

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

REMUNERATION OF DIRECTORS AND OFFICERS

Directors of the Corporation who are not employees of the Manager or its
affiliates each receive an annual retainer fee of $60,000, the amount of which
is shared by the Corporation and the other investment companies in the Seligman
Group of Funds. For the year ended December 31, 2002, the Corporation paid each
Director an aggregate retainer fee of $15,817. In addition, such Directors are
currently paid a total of $3,000 for each day on which they attend Board and/or
Committee meetings ($1,500 for telephonic attendance at certain meetings), the
amount of which is shared by the Corporation and the other investment companies
of the Seligman Group of Funds meeting on the same day. The Directors are also
reimbursed for the expenses of attending meetings. Total Directors' fees paid by
the Corporation to the Directors listed below for the year ended December 31,
2002 were as follows:

NUMBER OF DIRECTORS CAPACITY IN WHICH REMUNERATION AGGREGATE DIRECT
IN GROUP WAS RECEIVED REMUNERATION
------------------- ----------------------------------- ----------------
8 Directors and Members of Committees $244,064

Director's attendance, retainer and/or committee fees paid to each Director
during 2002 were as follows:

PENSION OR RETIREMENT
AGGREGATE BENEFITS ACCRUED AS TOTAL COMPENSATION
COMPENSATION PART OF FROM CORPORATION
NAME FROM CORPORATION CORPORATION EXPENSES AND FUND COMPLEX*
------------------- ---------------- --------------------- ------------------

John R. Galvin $ 31,247 -0- $99,000
Alice S. Ilchman 28,881 -0- 93,000
Frank A. McPherson 30,077 -0- 96,000
John E. Merow+ 31,247 -0- 99,000
Betsy S. Michel 31,247 -0- 99,000
Leroy C. Richie 31,248 -0- 99,000
Robert L. Shafer 28,871 -0- 91,500
James N. Whitson+ 31,246 -0- 99,000
--------
$244,064
========

---------------
* In the year ended December 31, 2002, there were twenty-three registered
investment companies in the Seligman Group of Funds.

+ Mr. Merow, who deferred receiving his fees from the Corporation and other
investment companies of the Seligman Group of Funds from 1991 to 1997, had
a balance as of December 31, 2002 of $54,265 in his deferred plan account,
net of earnings/losses. Mr. Whitson, who deferred receiving his fees from
the Corporation and other investment companies of the Seligman Group of
Funds, from 1993 to 2002, had a balance as of December 31, 2002 of $171,009
in his deferred plan account, net of earnings/losses.

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

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

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

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

The Audit Committee of the Board of Directors has recommended, and the
Board of Directors, including a majority of those members who are not
"interested persons" of the Corporation (as defined in the 1940 Act), has
selected, Deloitte & Touche LLP as auditors of the Corporation for 2003. The
firm of Deloitte & Touche LLP has extensive experience in investment company
accounting and auditing. It is expected that a representative of Deloitte &
Touche LLP will be present at the Meeting and will have the opportunity to make
a statement and respond to questions.

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

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

FEES FOR SERVICES TO THE CORPORATION

AUDIT FEES. For the fiscal year ended December 31, 2002, the fee for
professional services rendered for the audit of the annual financial statements
was $54,850.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. None.

ALL OTHER FEES. For the year ended December 31, 2002, Deloitte & Touche llp
was also paid approximately $2,000 for tax services and $2,609 for consultation
on regulatory matters related to the Corporation.

FEES FOR SERVICES TO THE AFFILIATED SERVICE PROVIDERS

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. None.

ALL OTHER FEES. For the fiscal year ended December 31, 2002, Deloitte &
Touche LLP was also paid approximately $145,355 for all other non-audit services
rendered on behalf of the Manager, Seligman Advisors, Inc. and Seligman Data
Corp. Of this amount, $101,200 related to attestation and internal control
compliance testing, $8,450 related to tax compliance and consultation services
and $35,705 related to other services.

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

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS AUDITORS
OF THE CORPORATION.

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

The Corporation knows of no other matters which are to be brought before
the Meeting. However, if any other matters come before the Meeting, it is
intended that the persons named in the enclosed form of Proxy, or their
substitutes, will vote the Proxy in accordance with their judgement on such
matters. The persons named in the form of Proxy, or their substitutes, will have
discretionary authority to vote on any Stockholder proposal of which the
Corporation's first received notice after March 5, 2003. In addition, the
Corporation's By-laws permit the Corporation to exclude from consideration at
the Meeting any Stockholder proposal first brought to the attention of the
Corporation after March 17, 2003.

Notice is hereby given that, under the Securities Exchange Act's
stockholder proposal rule (Rule 14a-8), any Stockholder proposal that may
properly be included in the Proxy solicitation material for the next Annual
Meeting, now scheduled for May 2004, must be received by the Corporation no
later than December 21, 2003. Timely notice of Stockholder proposals submitted
outside of the Rule 14a-8 process must be received by the Corporation no earlier
than

February 16, 2004 and no later than March 17, 2004, to be eligible for
presentation at the May 2004 Annual Meeting.

D. EXPENSES
-----------

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

By order of the Board of Directors,

/s/ Frank J. Nasta

Secretary

----------

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

APPENDIX 1

TRI-CONTINENTAL CORPORATION
(THE "CORPORATION")
AUDIT COMMITTEE REPORT

The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Corporation's financial reporting process. The Committee
operates pursuant to a charter that was last amended and restated by the Board
on March 15, 2001. As set forth in the charter, management of the Corporation is
responsible for the preparation, presentation and integrity of the Corporation's
financial statements, and for the procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The independent
auditors are responsible for auditing the Corporation's financial statements and
expressing an opinion as to their conformity with generally accepted accounting
principles.

In performing its oversight function, the Committee has considered and
discussed the audited financial statements with management and the independent
auditors. The Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
COMMUNICATION WITH AUDIT COMMITTEES, as modified or supplemented. The Committee
has also received the written disclosures from the independent auditors required
by Independence Standards Board Standard No. 1, INDEPENDENCE DISCUSSIONS WITH
AUDIT COMMITTEES, as currently in effect.

The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including the issue of auditor independence. Members of
the Committee rely without independent verification on the information provided
to them and on the representations made by management and the independent
auditors. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate internal controls
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not assure that the audit of
the Corporation's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Corporation's auditors are in fact "independent."

1-i

Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Committee
referred to above and in the charter, the Committee recommended to the Board
that the audited financial statements be included in the Corporation's Annual
Report for the year ended December 31, 2002.

SUBMITTED BY THE AUDIT COMMITTEE
OF THE CORPORATION'S BOARD OF DIRECTORS

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

As approved on March 20, 2003.

1-ii

Tri-Continental
Corporation

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT

====================================================
TIME: MAY 15, 2003
9:00 A.M.
====================================================

PLACE: ST. REGIS HOTEL
1919 BRIAR OAKS LANE
HOUSTON, TEXAS 77027

----------------------------------------------------
PLEASE DATE, FILL IN AND SIGN THE ENCLOSED FORM
OF PROXY AND MAIL IT IN THE ENCLOSED RETURN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
----------------------------------------------------

[LOGO]

Tri-Continental Corporation

MANAGED BY

[LOGO]

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

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

The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Annual Meeting of Stockholders of
TRI-CONTINENTAL CORPORATION to be held May 15, 2003 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies, with power of
substitution to attend the Annual Meeting (and adjournments thereof) and vote
all shares the undersigned is entitled to vote upon the matters indicated and on
any other business that may properly come before the Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE
ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. THE
SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS.

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

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.

1. ELECTION OF DIRECTORS
NOMINEES: Robert B. Catell, John R. Galvin, William C. Morris and
Robert L. Shafer

[ ] FOR [ ] WITHHOLD
all nominees all nominees

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

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

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

[ ] FOR [ ] AGAINST [ ] ABSTAIN

DATED ________________________________ , 2003

_____________________________________________
Signature

_____________________________________________
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S)
ON THIS PROXY. ONLY ONE SIGNATURE IS REQUIRED
IN CASE OF A JOINT ACCOUNT. WHEN SIGNING IN A
REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE.

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