================================================================================

                                  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