Supplement, dated October 31, 2006, to the
                         Prospectus, dated May 1, 2006,
                                       for
                           Tri-Continental Corporation
                               (the "Corporation")

Capitalized  terms  used  but not  defined  in this  Supplement  shall  have the
meanings given to such terms in the Corporation's Prospectus.

The fifth and sixth  paragraphs  under the caption  entitled  "Management of the
Corporation  - The  Manager"  which  appear  on  page  14 of  the  Corporation's
Prospectus  are  hereby  deleted  in  their  entirety.  As  of  such  date,  the
Corporation  will continue to be managed by the Manager's Core Investment  Team,
headed by Mr. John B. Cunningham, the Corporation's Portfolio Manager.

The following  information  supersedes and replaces the seventh  paragraph under
the caption entitled "Management of the Corporation - The Manager" which appears
on page14 of the Corporation's Prospectus:

The  Corporation's  SAI  provides  additional  information  about the  Portfolio
Manager's compensation, other accounts managed by the Portfolio Manager, and the
Portfolio Manager's ownership of securities of the Corporation.



                   Supplement, dated October 31, 2006, to the
             Statement of Additional Information, dated May 1, 2006,
                                       for
                           Tri-Continental Corporation
                               (the "Corporation")

Capitalized  terms  used  but not  defined  in this  Supplement  shall  have the
meanings  given  to such  terms in the  Corporation's  Statement  of  Additional
Information, dated May 1, 2006 ("SAI").

The biography  under the caption  "DIRECTORS  AND OFFICERS" on page 7 of the SAI
relating to Mr. Michael F. McGarry is hereby deleted in its entirety.

The information  relating to Mr. Michael F. McGarry  contained under the caption
"PORTFOLIO MANAGERS" which begins on page 12 of the SAI is hereby deleted in its
entirety.