================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2005 TRI-CONTINENTAL CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 811- 266 13-5441850 (Commission File Number) (I.R.S. Employer Identification No.) 100 Park Avenue, New York, NY 10017 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-850-1864 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 5.03 Amendments to Articles of Incorporation or Bylaws. The Board of Directors of the Registrant adopted Amended and Restated Bylaws effective as of November 17, 2005. The Amended and Restated Bylaws are attached to this Current Report on Form 8-K as Exhibit 3.2, and are incorporated herein by reference. Item 7.01 Regulation FD Disclosure. On November 17, 2005, the Registrant published the press release attached to this Current Report on Form 8-K as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. Exhibit No. Description - ----------- ----------- 3.2 Amended and Restated Bylaws of Tri-Continental Corporation, effective as of November 17, 2005 99.1 Press release dated November 17, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRI-CONTINENTAL CORPORATION Date: November 17, 2005 By: /s/ Lawrence P. Vogel -------------------------------- Lawrence P. Vogel Vice President and Treasurer