Supplement, dated March 6, 2009 to the
                       Prospectus, dated May 1, 2008, for
                           Tri-Continental Corporation
                               (the "Corporation")


The  section  entitled  "DIVIDEND  POLICY AND TAXES --  Distribution  Policy" is
deleted in its entirety,  and the information  under the  sub-heading  "DIVIDEND
POLICY  AND  TAXES  --  Distributions"  is  superseded  and  replaced  with  the
following:

Distributions:  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.  In  addition,  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
1986, as amended, and other applicable statutory and regulatory requirements.

For stockholder  accounts established after June 1, 2007, unless the shareholder
service agent is otherwise instructed by you,  distributions on the Common Stock
are  paid  in  book   shares  of  Common   Stock   which  are  entered  in  your
Tri-Continental  account  as  "book  credits."  You may also  elect  to  receive
distributions  75% in shares and 25% in cash,  50% in shares and 50% in cash, or
100% in cash.  Any such  election  must be received by the  shareholder  service
agent by the record date for a  distribution.  If you hold your shares of Common
Stock  through an  intermediary  (such as a  broker),  you  should  contact  the
intermediary to discuss your  reinvestment and distribution  options.  Elections
received after a record date for a distribution  will be effective in respect of
the next distribution.  Shares issued to you in respect of distributions will be
at a price equal to the lower of: (i) the closing sale price of the Common Stock
on the New York Stock  Exchange on the  ex-dividend  date or (ii) the greater of
net asset value per share of Common  Stock and 95% of the  closing  price of the
Common  Stock  on  the  New  York  Stock  Exchange  on  the  ex-dividend   date.
Distributions  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.

Distributions  described  above are  subject to  applicable  law and the Board's
right to suspend, modify or terminate the distribution policy described above in
the event the Board  determines  that such action would be in the best interests
of the Corporation. In addition, distributions will be made only when, as and if
authorized  by the Board  and  declared  by the  Corporation  and  after  paying
dividends on the Preferred Stock and interest and required principal payments on
borrowings, if any.