Supplement, dated February 15, 2007,
                    to the Prospectus, dated May 1, 2006, for
                 Tri-Continental Corporation (the "Corporation")

The following information is hereby added to the Corporation's Prospectus after
the caption entitled "Leverage" under " INVESTMENT OBJECTIVE AND OTHER POLICIES
AND RELATED RISKS":

The Corporation may also invest up to 10% of its assets in equity-linked
securities (each, an "ELS") as part of its overall investment strategy. An ELS
is a debt instrument whose value is based on the value of a single equity
security, basket of equity securities or an index of equity securities (each, an
"Underlying Equity"). An ELS typically provides interest income, thereby
offering a yield advantage over investing directly in an Underlying Equity. The
Corporation may purchase ELSs that trade on a securities exchange or those that
trade on the over-the-counter markets, including securities offered and sold
under Rule 144A of the Securities Act of 1933. The Corporation may also purchase
an ELS in a privately negotiated transaction with the issuer of the ELS (or its
broker-dealer affiliate).

The following information is hereby added to the Corporation's Prospectus under
the caption entitled "Other Risks":

The Corporation's investments in ELSs would subject it to the downside market
risk associated with the Underlying Equity, and to additional risks not
typically associated with investments in listed equity securities, such as
liquidity risk, credit risk of the issuer, and concentration risk.



                   Supplement, dated February 15, 2007, to the
           Statement of Additional Information, dated May 1, 2006, for
                 Tri-Continental Corporation (the "Corporation")

The following information is added after the section entitled "Options" under
"Other Policies" in the Corporation's Statement of Additional Information.

Equity-Linked Securities. The Corporation may invest in equity-linked securities
(each, an "ELS") as part of its overall investment strategy. An ELS is a debt
instrument whose value is based on the value of a single equity security, basket
of equity securities or an index of equity securities (each, an "Underlying
Equity"). An ELS typically provides interest income, thereby offering a yield
advantage over investing directly in an Underlying Equity. However, the holder
of an ELS typically does not benefit from any appreciation in the Underlying
Equity, but is exposed to downside market risk. The Corporation may purchase
ELSs that trade on a securities exchange or those that trade on the
over-the-counter markets, including Rule 144A securities. The Corporation may
also purchase ELSs in a privately negotiated transaction with the issuer of the
ELSs (or its broker-dealer affiliate, collectively referred to in this section
as the "issuer"). The Corporation may or may not hold an ELS until its maturity.

Investments in ELSs subject the Corporation to risks, primarily to the downside
market risk associated with the Underlying Equity, and to additional risks not
typically associated with investments in listed equity securities, such as
liquidity risk, credit risk of the issuer, and concentration risk. Most ELSs do
not have any downside protection (though some ELSs provide for a floor on the
downside). In general, an investor in an ELS has the same downside risk as an
investor in the Underlying Equity. The liquidity of an ELS that is not actively
traded on an exchange is linked to the liquidity of the Underlying Equity. The
issuer of an ELS generally purchases the Underlying Equity as a hedge. If the
Corporation wants to sell an ELS back to the issuer prior to its maturity, the
issuer may sell the Underlying Equity to unwind the hedge and, therefore, must
take into account the liquidity of the Underlying Equity in negotiating the
purchase price the issuer will pay to the Corporation to acquire the ELS.

The liquidity of unlisted ELSs is normally determined by the willingness of the
issuer to make a market in the ELS. While the Corporation will seek to purchase
ELSs only from issuers that it believes to be willing to, and capable of,
repurchasing the ELS at a reasonable price, there can be no assurance that the
Corporation will be able to sell any ELS at such a price or at all. This may
impair the Corporation's ability to enter into other transactions at a time when
doing so might be advantageous. In addition, because ELSs are senior unsecured
notes of the issuer, the Corporation would be subject to the credit risk of the
issuer and the potential risk of being too concentrated in the securities
(including ELSs) of that issuer. The Corporation bears the risk that the issuer
may default on its obligations under the ELS. In the event of insolvency of the
issuer, the Corporation will be unable to obtain the intended benefits of the
ELS. Moreover, it may be may be difficult to obtain market quotations for
purposes of valuing the Corporation's ELSs and computing the Corporation's net
asset value.

Price movements of an ELS will likely differ significantly from price movements
of the Underlying Equity, resulting in the risk of loss if the Manager is
incorrect in its expectation of fluctuations in securities prices, interest
rates or currency prices or other relevant features of an ELS.