Supplement, dated August 19, 2008,
                      to the Prospectus, dated May 1, 2008,
                                       for
                 Tri-Continental Corporation (the "Corporation")

This Supplement replaces and supersedes the Supplement,  dated July 29, 2008, to
the Corporation's Prospectus, dated May 1, 2008.

On  July  7,  2008,  Ameriprise  Financial,  Inc.  ("Ameriprise")  announced  an
agreement to acquire J. & W. Seligman & Co.  Incorporated  (the "Manager"),  the
manager  of the  Corporation,  in a  transaction  that is likely to close in the
fourth quarter of 2008. Under the Investment  Company Act of 1940,  consummation
of Ameriprise's acquisition of the Manager will result in a change of control of
the Manager and an assignment  and automatic  termination  of the  Corporation's
management agreement with the Manager.

At a meeting on July 17, 2008, the Corporation's Board approved a new investment
management  services agreement (the "New Agreement") between the Corporation and
RiverSource  Investments,  LLC  ("RiverSource"),  a wholly owned  subsidiary  of
Ameriprise.   The  New  Agreement   will  be  presented  to  the   Corporation's
stockholders  for their approval at a special meeting (the "Meeting")  scheduled
for October 7, 2008.

On August 19,  2008,  the  Corporation  announced  that it had  entered  into an
agreement with a stockholder group (the "Group")  including  Western  Investment
LLC,  whereby  the  members of the Group have  agreed to cast their votes at the
Meeting in  accordance  with the  recommendations  of the  Corporation's  Board.
Pursuant to the  agreement,  if  stockholders  approve the New Agreement and the
acquisition of Seligman is completed,  the Corporation will promptly commence an
in-kind  tender offer for 35% of its  outstanding  shares of common  stock.  The
purchase price in the in-kind tender offer will be 99.25% of the net asset value
per share at the close of business on the trading day following  the  expiration
of the offer and will be payable by means of a distribution  of a portion of the
Corporation's investment portfolio, including distributable securities and cash,
in such a manner that each  stockholder  whose shares are purchased will receive
assets representing as closely as reasonably practicable a pro rata share of the
Corporation's investment portfolio.

The  Corporation  has also agreed to  commence,  promptly  upon  completion  and
settlement  of the in-kind  tender  offer,  a cash tender offer for 12.5% of its
outstanding  shares of common stock. The purchase price in the cash tender offer
will be 99.25% of the net asset  value per share at the close of business on the
trading day following the expiration of the cash tender offer.  The  Corporation
will not be obligated  to commence the cash tender offer if the  volume-weighted
average  price of the  Corporation's  common  stock during the five trading days
preceding the  expiration  of the in-kind  tender offer is 99.25% or more of the
average  of the  common  stock's  daily net asset  value per share  during  that
period.


The agreement  with the Group also provides that the  Corporation  will continue
its current distribution policy and open-market repurchase policy until at least
December 31, 2008. The Corporation's obligation to commence each tender offer is
subject to customary conditions.

      In  addition to their  agreement  to support  the  recommendations  of the
Corporation's Board at the Meeting, the members of the Group have each agreed to
refrain from taking  certain  actions in respect of the  Corporation  that might
affect  control or management of the  Corporation.  The members of the Group and
the Corporation have also agreed to general releases of each other.