SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
    Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

                           FIRST FINANCIAL FUND, INC.
                (Name of Registrant as Specified In Its Charter)


                               Stephen C. Miller
                          2344 Spruce Street, Suite A
                            Boulder, Colorado 80302
                                 (303) 442-2156
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1)   Title of each class of securities to which transactions applies:

     2)   Aggregate number of securities to which transaction applies:

     3)   Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

     4)   Proposed maximum aggregate value of transaction:

     5)   Total fee paid:

[  ] Fee paid previously with preliminary materials.

[  ] Check box if any part of the fee is offset as provided  by  Exchange  Act
     Rule  0-11(a)(2)  and identity the filing for which the  offsetting fee was
     paid  previously.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.

          1) Amount Previously Paid:

          2) Form, Schedule or Registration Statement No.:

          3) Filing Party:

          4) Date Filed:



[GRAPHIC OMITTED]                                     FIRST FINANCIAL FUND, INC.
                                                              2344 SPRUCE STREET
                                                                         SUITE A
                                                        BOULDER, COLORADO  80302


June __, 2008

Dear Fellow Stockholder,

You are cordially  invited to attend the 2008 Annual Meeting of  Stockholders of
First Financial Fund, Inc. (the "Fund"),  which will be held on July 28, 2008 at
9:00 a.m.  Pacific  Daylight Time (local  time),  at The Resort at the Mountain,
68010 East  Fairway  Avenue,  Welches,  Oregon.  Details of the  business  to be
presented  at the  meeting  can be found in the  accompanying  Notice  of Annual
Meeting and Proxy Statement.

This is a very  important  meeting at which the Fund's board of  directors  (the
"Board") is asking you to approve significant,  and we believe, positive changes
to the Fund.  You are also  requested  to consider and vote upon the election of
the individual  directors  comprising the Board.  The enclosed  Notice of Annual
Meeting and Proxy  Statement  outline  all of the items for you to consider  and
vote upon. This proxy statement gives details about each proposal which requires
your approval and should be carefully read and considered before you vote.

The proposals concern changes to certain of the Fund's fundamental policies. For
example, stockholders are being asked to change the Fund from a "diversified" to
a  "non-diversified"  investment  management  company  and to change  the Fund's
investment  objective to "total  return".  Together,  these proposals along with
other changes approved by the Board, if approved by stockholders,  would provide
the Fund's adviser,  Wellington Management Company, LLP, additional  flexibility
to  adapt  to and  take  advantage  of  these  changing  economic  times.  These
fundamental  policies cannot be changed without the approval of the holders of a
majority of the outstanding common shares of the Fund.

As part of this  package of changes,  the Board has also  resolved to change the
name of the Fund to "First  Opportunity  Fund, Inc.". The reason for this change
is to  eliminate  the  requirement  under the  "names  rule",  a rule  under the
Investment  Company Act of 1940,  which requires the Fund to invest at least 80%
of its assets in  "financial  services  companies"  as long as the  Fund's  name
suggests a  "financial  industry"  concentration.  We believe  this  requirement
forces the Fund to overly  concentrate  in the  financial  sector and limits the
adviser's ability to take advantage of opportunities which,  although consistent
with and in the realm of the  Fund's and  adviser's  investment  focus,  are not
"financial  services  companies" in the traditional  sense. The name change will
not affect the Fund's existing  fundamental  concentration policy which requires
it to have,  under  normal  conditions,  at least 65% of its assets  invested in
"financial services companies".  Accordingly,  the Fund's primary industry focus
will not change.

As Chairman of the Board, I encourage you to support all of the proposals. After
careful and extensive review, the Board of Directors,  including the independent
directors,  unanimously  approved and has recommended to stockholders  that they
approve all of the proposals as well.  Nicholas C. Adams,  the Fund's  Portfolio
Manager, and Wellington  Management are supportive of the increased  flexibility
offered by the proposed  and  implemented  changes to the Fund,  which they hope
will enhance long-term returns for stockholders.

We hope you plan to attend the Annual Meeting.  Your vote is important.  Whether
or not you are able to attend,  it is important  that your shares be represented
at the Annual  Meeting.  Accordingly,  we ask that you please  sign,  date,  and
return the  enclosed  Proxy Card or vote via  telephone  or the Internet at your
earliest convenience.

On behalf of the Board and the  management  of First  Financial  Fund,  Inc.,  I
extend our appreciation for your continued support.

Sincerely,

/s/ Joel W. Looney

Joel W. Looney
Chairman of the Board




[GRAPHIC OMITTED]                                     FIRST FINANCIAL FUND, INC.
                                                              2344 SPRUCE STREET
                                                                         SUITE A
                                                        BOULDER, COLORADO  80302

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           To Be Held on July 28, 2008


To the Stockholders:

Notice  is  hereby  given  that the  Annual  Meeting  of  Stockholders  of First
Financial Fund, Inc. (the "Fund"), a Maryland corporation,  will be held on July
28, 2008 at 9:00 a.m.  Pacific  Daylight Time (local time), at The Resort at the
Mountain,  68010 East Fairway Avenue,  Welches,  Oregon, to consider and vote on
the  following  proposals,  all  of  which  are  more  fully  described  in  the
accompanying Proxy Statement:

     1.   The election of Directors of the Fund (Proposal 1).

     2.   To approve or disapprove  changing the Fund's investment  objective to
          "total  return"  and   reclassifying   the  investment   objective  as
          non-fundamental. (Proposal 2).

     3.   To approve  or  disapprove  changing  the  Fund's  classification  and
          related  fundamental   investment  restriction  to  make  the  Fund  a
          non-diversified investment company (Proposal 3).

     4.   To approve or disapprove  the  elimination  of the Fund's  fundamental
          investment  restriction  regarding the ability to hold greater than 5%
          in a single issuer (Proposal 4).

     5.   To  transact  such other  business  as may  properly  come  before the
          Meeting or any adjournments and postponements thereof.

The Board of  Directors  of the Fund has fixed the close of  business on June 4,
2008 as the  record  date  for the  determination  of  stockholders  of the Fund
entitled to notice of and to vote at the Annual Meeting and any postponements or
adjournments thereof.

                                    By Order of the Board of Directors,

                                    /s/ Stephanie Kelley

                                    STEPHANIE KELLEY
                                    Secretary

June __, 2008



--------------------------------------------------------------------------------
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD OR
AUTHORIZE  PROXIES  VIA  TELEPHONE  OR THE  INTERNET.  THE PROXY CARD  SHOULD BE
RETURNED  IN THE  ENCLOSED  ENVELOPE,  WHICH  NEEDS NO  POSTAGE IF MAILED IN THE
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON
THE INSIDE COVER.
--------------------------------------------------------------------------------

                      INSTRUCTIONS FOR SIGNING PROXY CARDS


     The following general rules for signing proxy cards may be of assistance to
you and may avoid the time and expense to the Fund involved in  validating  your
vote if you fail to sign your proxy card properly.

     1.  Individual  Accounts:  Sign  your name  exactly  as it  appears  in the
registration on the proxy card.

     2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.

     3. All Other  Accounts:  The capacity of the  individual  signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:


                                                                    

            Registration                                               Valid Signature

            Corporate Accounts
            (1)  ABC Corp.                                             ABC Corp.
            (2)  ABC Corp.                                             John Doe, Treasurer
            (3)  ABC Corp., c/o John Doe Treasurer                     John Doe
            (4)  ABC Corp. Profit Sharing Plan                         John Doe, Trustee

            Trust Accounts
            (1)  ABC Trust                                             Jane B. Doe, Trustee
            (2)  Jane B. Doe, Trustee, u/t/d 12/28/78                  Jane B. Doe

            Custodian or Estate Accounts
            (1)  John B. Smith, Cust.,                                 John B. Smith
                  f/b/o John B. Smith, Jr. UGMA
            (2)  John B. Smith                                         John B. Smith, Jr., Executor




[GRAPHIC OMITTED]                                     FIRST FINANCIAL FUND, INC.
                                                              2344 SPRUCE STREET
                                                                         SUITE A
                                                        BOULDER, COLORADO  80302


             QUESTIONS & ANSWERS REGARDING THE MEETING AND PROPOSALS

Question 1: What changes are being proposed?

Answer:   In  addition  to  electing  the  Board  of  Directors  (the  "Board"),
stockholders  are  being  asked  to vote on  three  significant  proposals:  (1)
changing the investment  objective of the Fund to "total return" and making this
objective "non-fundamental", (2) changing the Fund's status from a "diversified"
to   "non-diversified"   investment  company  and  (3)  eliminating  the  Fund's
fundamental investment restriction regarding its ability to hold greater than 5%
in a single issuer.

Question 2: What  would be the  effect  of the  proposed  change  to the  Fund's
     investment objective?

Answer.  The proposed  change to an  investment  objective of total return would
remove the  secondary  objective  of current  income,  and permit the Adviser to
invest in securities that could generate  current income or capital gains,  both
of which are distributed to stockholders. The proposal to make the new objective
non-fundamental  would  mean  that  the  Board of  Directors  could  change  the
investment  objective to adapt to changing market conditions without the expense
or delay of obtaining stockholder approval.

Question 3: What would be the effect of  changing  to a  non-diversified  status
     under Proposals 3 and 4.

Proposals  3 and 4 seek to change the Fund's  status from a  "diversified"  to a
"non-diversified"   investment   company  and  to  eliminate   the   duplicative
fundamental  restriction  on  investing  more than 5% of the Fund's  assets in a
single  issuer.  These  changes  will permit the Fund to buy fairly  significant
positions in  individual  companies.  This means that the Fund could end up with
larger positions in fewer company names. Becoming a "non-diversified" management
company entails certain risks.  For example,  the Fund could be more susceptible
to the adverse affects of single corporate,  economic,  political, or regulatory
occurrences  due to  higher  concentrations  of the  Fund's  assets  in a single
issuer.  The result is that the Fund may be  subject  to a greater  risk of loss
than a diversified  fund or a fund that has  diversified  its  investments  more
broadly.  Taking larger  positions is also likely to increase the  volatility of
the Fund's net asset value,  reflecting  fluctuations in the value of large Fund
holdings.

The Fund  intends  to  continue  to  diversify  its  investments  to the  extent
necessary to qualify, and maintain its status, as a regulated investment company
under U.S.  federal income tax laws.  This will require,  with respect to 50% of
the  Fund's  portfolio,  that the Fund  limit to 5% the  portion  of its  assets
invested in the securities of a single issuer (other than cash, cash items, U.S.
Government securities, and securities of other registered investment companies).

Question 4: Are other material changes  contemplated  that won't be submitted to
     stockholders?

Answer:  Yes.  The Board has  resolved  to change the name of the Fund to "First
Opportunity  Fund,  Inc.".  Changing  the  name of the  Fund  does  not  require
stockholder  approval.  The reason for this change is that,  in years past,  the
Fund has been subject to the "names rule", a rule under the  Investment  Company
Act of 1940 (the "1940 Act") which  requires the Fund to invest no less than 80%
of its assets in  "financial  services  companies"  as long as the  Fund's  name
suggests  a  "financial  industry"   concentration.   The  Board  believes  this
requirement  forces the Fund to overly  concentrate in the financial  sector and
limits the Adviser's ability to take advantage of opportunities which,  although
consistent with and in the realm of the Fund's and Adviser's  investment  focus,
are not "financial  services companies" in the traditional sense. The Board also
believes that this  requirement  makes the Fund more  susceptible to events that
adversely  impact the  financial  industry as a whole,  as has been  experienced
recently in the sub-prime credit debacle. Changing the Fund's name to remove the
term  "financial"  will  allow  the  Fund to fall  below  the 80%  threshold  in
traditional  financial services  companies.  The name change will not affect the
Fund's  existing  fundamental  concentration  policy which  requires it to have,
under  normal  conditions,  at least 65% of its assets  invested  in  "financial
services  companies",  except for temporary or defensive purposes.  Accordingly,
the Fund's primary industry focus will not change.


Under the 1940 Act, the Fund must maintain its 80% threshold of  investments  in
financial services companies for at least 60 days from the date it gives written
notice of the name change to stockholders. It is expected that written notice of
the  name  change  will be  given  concurrent  with the  mailing  of this  Proxy
Statement and will become effective 60 days thereafter.

Question 5: Why is the Board recommending these changes to stockholders?

Answer: The Board's  recommendations  are designed to remove legally unnecessary
restrictions  that  could  hamper the  ability of the Fund to adapt to  changing
market  conditions,  particularly in the financial  services sector.  Management
believes  that the  totality of these  changes will provide the Fund and Adviser
with  additional  flexibility  to  opportunistically  invest in equity  and debt
securities of non-traditional  financial services companies, and a higher amount
outside  of the  financial  services  sector  while  maintaining  a minimum  65%
concentration in the financial services sector.

Question 6: Do you anticipate  material changes to the actual  management of the
     Fund?

Answer: No. The Fund will still be required to invest,  under normal conditions,
greater than 65% of its assets in  securities  and other  financial  instruments
issued by or relating to financial services  companies,  except for temporary or
defensive purposes. The Fund will have the flexibility to invest in a wide range
of  investments,   which  could  include,  among  others,  common  stocks,  debt
instruments, preferred stocks, securities convertible into common stocks, credit
default swaps, and cash and cash equivalents.  The proposed changes are intended
to give the Fund and the Adviser  additional  flexibility to invest to a greater
extent  outside  of the  traditional  financial  services  sector,  while  still
requiring a minimum 65% "financial service companies" concentration. The Adviser
intends to retain its primary focus on  investments  in the  financial  services
sector, but the proposed changes will give the Adviser additional flexibility to
invest  opportunistically  outside of the traditional financial services sector,
and to invest in instruments that could generate current income or capital gains
to adapt to the changes in the financial services sector.

Question 7: What other changes to the  non-fundamental  investment  restrictions
     has the Board implemented in connection with these Proposals?

Answer:  As  part  of  its  effort  to  give  the  Adviser  maximum   investment
flexibility,  the  Board has  eliminated  several  "non-fundamental"  investment
restrictions including: (i) the "new issuer" restriction (i.e., a prohibition on
investing  more than 5% of the  Fund's  assets  in an  issuer  which has been in
business less than 3 years);  (ii) the restriction for investments in securities
of issuers  beneficially  owned by officers  and  directors  (i.e.,  the Fund is
prohibited  from  investing  in issuers if the  investment  adviser  (Wellington
Management,  LLP), officers and directors of the Fund and affiliates of the Fund
who each own  beneficially  more than 1/2 of 1% of the securities of that issuer
together own more than 5% of the  securities  of such issuer in the  aggregate);
and (iii) the restriction on the Fund's  investing for the purpose of exercising
control. None of these changes required approval by stockholders.

Question 8:  How do the  Fund's  largest  stockholders  intend  to vote on these
     Proposals?

Answer:  The  Fund's  largest  stockholders   (defined  below  as  the  "Horejsi
Affiliates") intend to vote in favor of each of the Proposals.

Question 9: How does the Board recommend I vote on the Proposals?

Answer:  The  Board,  including  all of the  directors  who are not  "interested
persons"  of the Fund as defined in the 1940 Act,  has  unanimously  recommended
that  stockholders  vote  FOR  all  of the  Proposals.  If no  instructions  are
indicated  on your  proxy,  the  representatives  holding  proxies  will vote in
accordance with the recommendations of the Board.



[GRAPHIC OMITTED]                                     FIRST FINANCIAL FUND, INC.
                                                              2344 SPRUCE STREET
                                                                         SUITE A
                                                        BOULDER, COLORADO  80302

                         ANNUAL MEETING OF STOCKHOLDERS

                                  July 28, 2008

                                 PROXY STATEMENT

This proxy statement  ("Proxy  Statement")  for First  Financial  Fund,  Inc., a
Maryland   corporation  (the  "Fund"),  is  furnished  in  connection  with  the
solicitation  of proxies by the Fund's  Board of  Directors  (collectively,  the
"Board" and  individually,  the  "Directors")  for use at the Annual  Meeting of
Stockholders  of the  Fund  to be held on July  28,  2008 at 9:00  a.m.  Pacific
Daylight  Time (local time),  at The Resort at the Mountain,  68010 East Fairway
Avenue,  Welches,  Oregon and at any adjournments and postponements thereof (the
"Meeting").  A Notice of Annual Meeting of  Stockholders  and proxy card for the
Fund accompany this Proxy Statement. Proxy solicitations will be made, beginning
on or about June 27, 2008,  primarily by mail, but proxy  solicitations may also
be made by  telephone,  by  Internet  on the Fund's  website,  or through  email
communications  with  stockholders  who have  enrolled in the Fund's  electronic
duplicate communications service+/-,  telegraph or personal interviews conducted
by officers of the Fund, MacKenzie Partners, Inc. the Fund's proxy solicitor and
Computershare Trust Company,  N.A., the transfer agent of the Fund. The costs of
proxy solicitation are expected to be approximately $_______. Proxy solicitation
expenses as well as expenses incurred in connection with the preparation of this
Proxy  Statement and its enclosures will be paid by the Fund. The Fund also will
reimburse   brokerage   firms  and  others  for  their  expenses  in  forwarding
solicitation  material to the  beneficial  owners of its  shares.  The Board has
fixed the close of  business  on June 4, 2008 as the  record  date (the  "Record
Date") for the  determination of stockholders  entitled to notice of and to vote
at the Meeting and any postponements or adjournments thereof.

The Annual Report of the Fund,  including audited  financial  statements for the
fiscal year ended March 31, 2008,  has been mailed to  stockholders.  Additional
copies are available  upon request,  without  charge,  by calling  Computershare
Trust Company,  N.A.  toll-free at (800)  451-6788.  The report is also viewable
online at the Fund's website at www.firstfinancialfund.com. The Annual Report is
not to be regarded as proxy solicitation material.

Wellington  Management Company, LLP ("Wellington  Management" or the "Adviser"),
75 State Street, Boston, Massachusetts 02109, currently serves as the investment
adviser to the Fund.  Fund  Administrative  Services,  L.L.C.  ("FAS") serves as
co-administrator  to the Fund and is located  at 2344  Spruce  Street,  Suite A,
Boulder,  Colorado 80302.  State Street Bank and Trust Company acts as custodian
and co-administrator to the Fund and is located at 200 Clarendon Street, Boston,
Massachusetts,  02116.  Computershare  Trust Company,  N.A. acts as the transfer
agent to the Fund and is  located at 250 Royall  Street,  Canton,  Massachusetts
02021.

If the enclosed proxy is properly executed and returned by July 28, 2008 in time
to be voted at the Meeting,  the Shares (as defined below)  represented  thereby
will be voted  in  accordance  with  the  instructions  marked  thereon.  Unless
instructions to the contrary are marked thereon,  a proxy will be voted FOR each
of the  Proposals  and, in the  discretion  of the proxy  holders,  on any other
matters that may properly come before the Meeting. Any stockholder who has given
a proxy has the right to revoke it at any time prior to its  exercise  either by
attending  the Meeting and casting his or her votes in person or by submitting a
letter of revocation or a later-dated proxy to the Fund's secretary at the above
address prior to the date of the Meeting.

------------------------------

+/-  Stockholders  can receive  TIMELY  information  about the Fund  quickly and
conveniently!  The Fund offers the option for  electronic  delivery of DUPLICATE
copies of all  stockholder  communications.  You can choose the  timeliness  and
convenience  of receiving  and  reviewing  stockholder  communications,  such as
annual  reports and proxy  statements,  online in addition  to, but more quickly
than, the hard copies you currently  receive in the mail. If you sign up for the
option, you will receive an e-mail notification when stockholder  communications
are  available,  containing  a link to  those  communications  on the  Internet.
HOWEVER,  presently  you will not be able to vote your shares  using these links
and will have to wait to vote  using the hard  copies you  receive  later in the
mail or electronically from your broker or proxyvote.com.  For more information,
please visit the Fund's website at www.firstfinancialfund.com.



A quorum of the Fund's  stockholders  is required for the conduct of business at
the  Meeting.  Under  the  bylaws  of the  Fund  (the  "Bylaws"),  a  quorum  is
constituted  by the  presence in person or by proxy of the holders of a majority
of the outstanding shares of the Fund as of the Record Date. In the event that a
quorum is not present at the Meeting,  the persons  named as proxies may propose
and vote for one or more adjournments of the Meeting. An adjournment for lack of
a quorum  requires  the  affirmative  vote of the  holders of a majority  of the
shares entitled to vote at the Meeting and present in person or by proxy. In the
event  that a quorum is present  but  sufficient  votes to  approve  one or more
Proposals  are not  received,  the persons named as proxies may propose and vote
for one or more  adjournments  of the Meeting to permit further  solicitation of
proxies with respect to any  Proposal  that did not receive the votes  necessary
for its passage.  With respect to those Proposals for which there is represented
a  sufficient  number of votes in favor,  actions  taken at the Meeting  will be
approved and implemented  irrespective of any  adjournments  with respect to any
other  Proposals.  Any such  adjournment  will require the affirmative vote of a
majority of votes cast on the matter at the Meeting. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
FOR any  Proposal in favor of such an  adjournment  and will vote those  proxies
required to be voted AGAINST any Proposal against any such adjournment.

The Fund has one class of stock:  common stock,  par value $0.001 per share (the
"Common  Stock" or the  "Shares").  On the Record  Date,  there were  29,200,589
Shares issued and outstanding. Each Share is entitled to one vote at the Meeting
and fractional Shares are entitled to proportionate shares of one vote.

SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table sets forth
certain information  regarding the beneficial  ownership of the Shares as of the
Record  Date by each person who is known by the Fund to  beneficially  own 5% or
more of the Common Stock.




              Name of Owner                   Number of Shares          Number of Shares            Percentage
                                             Directly Owned (1)        Beneficially Owned       Beneficially Owned
------------------------------------------ ----------------------- --------------------------- ----------------------
                                                                                               
Stewart R. Horejsi Trust No. 2 (1)*                 2,169,602              2,169,602                    7.43%
Ernest Horejsi Trust  No. 1B (1)*                   1,271,427              1,271,427                    4.35%
Lola Brown Trust No. 1B (1)*                        3,000,693              3,000,693                   10.28%
Mildred B. Horejsi Trust (1)*                       2,025,122              2,025,122                    6.94%
Susan L. Ciciora Trust (1)*                         1,737,573              1,737,573                    5.95%
                                           ----------------------- --------------------------- ----------------------
Aggregate Shares Owned by Horejsi                  10,204,417             10,204,417                   34.95%
Affiliates (defined below)
------------------------------------------ ----------------------- --------------------------- ----------------------
T. Rowe Price Associates, Inc.**                    2,011,117              2,011,117                    6.89%



*    The address of each listed owner is c/o The Alaska Trust Company, LLC, 1029
     West Third Avenue, Ste 400 Anchorage, AK 99501.

**   These  securities  are  owned  by  various   individual  and  institutional
     investors which T. Rowe Price Associates,  Inc. ("Price Associates") serves
     as investment adviser with power to direct investments and/or sole power to
     vote the  securities.  For purposes of the  reporting  requirements  of the
     Securities  and Exchange Act of 1934,  Price  Associates  is deemed to be a
     beneficial owner of such securities;  however,  Price Associates  expressly
     disclaims  that it is, in fact, the  beneficial  owner of such  securities.
     Shares  stated are as reported in a Schedule 13G Amendment No. 4 filed with
     the Securities and Exchange Commission on February 13, 2008.

(1)  Direct Ownership.  The Susan L. Ciciora Trust (the "Susan Trust"),  Mildred
     B. Horejsi Trust (the "Mildred Trust"), Lola Brown Trust No. 1B (the "Brown
     Trust"),  Ernest  Horejsi  Trust No. 1B (the "EH  Trust"),  and  Stewart R.
     Horejsi  Trust No. 2 ("SRH  Trust")  directly own the shares  indicated for
     such entity in the table above, totaling 10,204,417 (34.95%).  These trusts
     (the  "Trusts")  along with Alaska Trust Company  ("ATC"),  Badlands  Trust
     Company ("Badlands") and Stewart R. Horejsi are, as a group,  considered to
     be a  "control  person"  of the Fund (as that term is  defined  in  Section
     2(a)(9) of the Investment Company Act of 1940, as amended).  These entities
     and other trusts or companies  with  interlocking  trusteeship,  management
     and/or common  ownership may be deemed to indirectly  own  additional  Fund
     shares,  which are  included in the table  above.  Effective  July 1, 2008,
     Badlands  will  resign as trustee of the  Trusts  and be  replaced  by ATC.
     Accordingly,  effective  July 1, 2008, ATC will become (i) the sole trustee
     of the Susan Trust;  (ii)  together with Brian Sippy and Susan Ciciora (Mr.
     Horejsi's  daughter),  one of three  trustees of the Mildred  Trust;  (iii)
     together with Larry Dunlap and Ms.  Ciciora,  one of three trustees of both
     the Brown  Trust  and the EH Trust.  Badlands  is a private  trust  company
     organized  under the laws of Alaska which is wholly owned by the SRH Trust.
     ATC is a trust company  organized under the laws of Alaska, of which 98% of
     the outstanding and voting  securities are owned by the Stewart West Indies
     Trust  ("SWIT").  SWIT is an  irrevocable  trust  organized by Mr.  Stewart
     Horejsi for the benefit of his issue.  Badlands, ATC and their managers and
     directors  disclaim  beneficial  ownership of shares owned  directly by the
     Trusts.

----------------------------


The Susan Trust, the Mildred Trust, the Brown Trust, the EH Trust,  ATC, the SRH
Trust,  and SWIT,  as well as other Horejsi  affiliated  trusts and entities are
collectively referred to herein as the "Horejsi  Affiliates".  Information as to
beneficial  ownership  in  the  previous  paragraph  has  been  obtained  from a
representative of the beneficial  owners; all other information as to beneficial
ownership is based on reports filed with the Securities and Exchange  Commission
(the "SEC") by such beneficial owners.

As of the Record Date, Cede & Co., a nominee partnership of the Depository Trust
Company held of record,  but not  beneficially,  21,860,336  shares or 95.92% of
Common Stock outstanding of the Fund.

As of the Record Date,  the  executive  officers and directors of the Fund, as a
group,  owned  10,243,488  shares of Common  Stock  (this  amount  includes  the
aggregate  shares of Common  Stock  owned by the  Horejsi  Affiliates  set forth
above), representing 35.08% of Common Stock.

                              OVERVIEW OF PROPOSALS

This Proxy Statement describes, in addition to the election of directors,  three
proposals,  which, if approved,  will provide enhanced investment flexibility to
the Adviser and expand the universe of investments in which the Fund may invest.
Stockholders  are being  asked to vote on three  significant  change  proposals:
First,  changing  the  investment  objective  of the Fund to "total  return" and
making this  objective  "non-fundamental"  (Proposal  2);  second,  changing the
Fund's  status from a  "diversified"  to  "non-diversified"  investment  company
(Proposal  3);  and  third,   eliminating  the  Fund's  fundamental   investment
restriction on investing more than 5% of its assets in a single issuer (Proposal
4). The Board,  including the Directors who are not "interested  persons" of the
Fund within the meaning of Section  2(a)(19)  of the  Investment  Company Act of
1940 as amended  (the "1940  Act") (the  "Independent  Directors"),  unanimously
recommends  that you vote "FOR"  Proposals 1 through 4. The Horejsi  Affiliates,
which hold  approximately  34.95% of the Fund's  outstanding  Common Stock, have
informed the Board that they will vote their Shares FOR each of the Proposals.

Background  of  Proposals 2, 3 and 4. The Fund was  incorporated  in Maryland on
March 3, 1986, as a closed-end, "diversified" management investment company. The
Fund's current  primary  investment  objective is to achieve  long-term  capital
appreciation with the secondary objective of current income. It seeks to achieve
these  objectives by  investing,  under normal  conditions,  at least 65% of its
assets in  financial  services  companies,  except for  temporary  or  defensive
purposes.  As  presently  defined  by the  Board,  the term  "financial  service
companies"  includes,  but is not limited to, savings and banking  institutions,
mortgage banking institutions,  real estate investment trusts,  consumer finance
companies, credit collection and related service companies, insurance companies,
security  and  commodity  brokerage  companies,   security  exchange  companies,
financial-related technology companies, investment advisory and asset management
firms,  and  financial  conglomerates,  and  holding  companies  of any of these
companies.  Presently,  the  investment  objective  as  well  as the  policy  of
concentrating  investments  in financial  services  companies are  "fundamental"
meaning that they cannot be changed without stockholder  approval.  However, the
definition of "financial services companies" can be changed by the Board without
stockholder approval.

Concurrent  with the  changes  contemplated  by the  Proposals,  the  Board  has
resolved to change the name of the Fund to "First  Opportunity  Fund,  Inc." The
Board  believes the change is warranted  in order to eliminate  the  limitations
imposed by the "names rule".  Presently the Fund is subject to Rule 35d-1 or the
"names rule",  a rule under the 1940 Act,  which  requires the Fund to invest no
less than 80% of its assets in  "financial  services  companies"  as long as its
name suggests a "financial industry"  concentration.  The Board believes the 80%
requirement  overly  restricts  the  Adviser's  ability  to  take  advantage  of
opportunities which, although might be attractive and consistent with and in the
realm  of the  Fund's  and  Adviser's  investment  focus,  are  not  traditional
"financial  services companies" as that term would be defined for a fund subject
to the "names  rule."  Changing  the Fund's name to remove the term  "financial"
will  eliminate  this  restriction  and  allow  the Fund to fall  below  the 80%
threshold in traditional financial services companies.  The name change will not
affect the Fund's existing fundamental concentration policy which requires it to
have, under normal conditions, at least 65% of its assets invested in "financial
services  companies",  except for temporary or defensive  purposes.  The Adviser
anticipates retaining its primary focus on investments in the financial services
sector, but the totality of all of the changes to the Fund's investment policies
will  provide  increased  flexibility  to  invest in  non-traditional  financial
service companies and opportunistically outside the sector.

Under the 1940 Act, the Fund must maintain its 80% threshold of  investments  in
financial services companies for at least 60 days from the date it gives written
notice of the name change to stockholders. It is expected that written notice of
the  name  change  will be  given  concurrent  with the  mailing  of this  proxy
statement and will become effective 60 days thereafter.


Board  Considerations.  The Board  discussed  the general  concept of increasing
investment flexibility for the Adviser at its regular quarterly meeting on April
25, 2008, at which time the Board sought additional analysis and recommendations
from both the  Adviser  and  Management  concerning  changes to the Fund.  After
discussions with the Adviser,  Management  presented the Board with a memorandum
of its recommended  changes to the fundamental  and  non-fundamental  investment
policies of the Fund.  Management  provided extensive  discussion and supporting
materials  recommending  among  other  things  changing  the  Fund's  investment
objective   and  changing  the  status  of  the  Fund  from   "diversified"   to
"non-diversified".  The Board reviewed these  materials at two special  meetings
held specifically for this purpose on May 21, 2008 and May 27, 2008.

With regard to the change in investment  objective  and policies,  the Board has
reviewed  materials  describing  the new objective  and  policies,  the types of
securities  in which the Fund might invest if these  proposals  were approved by
stockholders,  the risk and  return  characteristics  of those  securities,  the
various sub-sectors that make up the financial services sector and other related
matters.  The  Board  evaluated  the  impact  of  the  proposed  changes  in the
investment  objective and policies on stockholders.  At its meeting on April 25,
2008, the Board also reviewed the Fund's  current  portfolio  holdings,  current
Fund  financial  information,  the Fund's  performance  record since  inception,
current and  anticipated  market  conditions for financial  services  companies,
fixed income  securities,  foreign  securities,  and U.S. common stocks, and the
recent price history of the Fund's  shares of common  stock.  The Board also has
had access to and has consulted with the Fund's legal counsel on these and other
matters related to the matters contained in this Proxy Statement.

                                   PROPOSAL 1

                        ELECTION OF DIRECTORS OF THE FUND

Summary of the Proposal. The Fund's organizational documents provide that all of
the  Directors  stand for  election  each  year.  The Board  has  nominated  the
following five Director-nominees to stand for election, each for a one-year term
and until their successors are duly elected and qualify:  Richard I. Barr, Susan
L. Ciciora, John S. Horejsi, Dr. Dean L. Jacobson, and Joel W. Looney. The above
nominees have  consented to serve as Directors if elected at the Meeting for the
one-year term. If any of the designated  nominees  declines or otherwise becomes
unavailable for election,  however, the proxy confers discretionary power on the
persons named  therein to vote in favor of a substitute  nominee or nominees for
the Board.



INFORMATION ABOUT DIRECTORS AND OFFICERS. Set forth in the following table is
information about the nominees for election to the Board of Directors, all of
whom are currently Directors of the Fund:




----------------------- ------------------------- ------------------------------------------------------------- --------------------
Name, Address*, Age       Position, Length of              Principal Occupation(s) and Other Directorships      Number of Funds in
                         Term Served, and Term                     Held During the Past Five Years               the Fund Complex
                               of Office                                                                            Overseen by
                                                                                                                     Director+
----------------------- ------------------------- ------------------------------------------------------------- --------------------
Independent Directors
----------------------- ------------------------- ------------------------------------------------------------- --------------------
                                                                                                                     
Joel W. Looney          Director and Chairman     Partner,  Financial  Management Group, LLC (investment  adviser),           4
Chairman                of the Board of the       since 1999;  Director,  Boulder  Total Return Fund,  Inc.,  since
Age:  46                Fund since 2003.          2001;  Director,  Boulder Growth & Income Fund,  Inc., since 2002
                        Current Nominee for a     and  Chairman of the Board since 2003.  Director  and Chairman of
                        term to expire at the     the Board, The Denali Fund Inc., since 2007.
                        2009 annual meeting.

Richard I. Barr         Director of the Fund      Retired.  Manager,  Advantage Sales and Marketing, Inc. (food and           4
Age:  70                since 2001.  Current      beverage),  1963-2001; Director, Boulder Total Return Fund, Inc.,
                        Nominee for a term to     since  1999 and  Chairman  of the  Board  since  2003;  Director,
                        expire at the 2009        Boulder Growth & Income Fund,  Inc.,  since 2002.  Director,  The
                        annual meeting.           Denali Fund Inc., since 2007.

Dr. Dean L. Jacobson    Director of the Fund      Founder and President,  Forensic  Engineering,  Inc. (engineering           4
Age: 69                 since 2003.  Current      investigations);  Professor Emeritus at Arizona State University,
                        Nominee for a term to     since 1997;  Director,  Boulder  Total Return Fund,  Inc.,  since
                        expire at the 2009        2004;  Director,  Boulder Growth & Income Fund, Inc., since 2006.
                        annual meeting.           Director, The Denali Fund Inc., since 2007.

----------------------- ------------------------- ------------------------------------------------------------- --------------------
Interested Directors**
----------------------- ------------------------- ------------------------------------------------------------- --------------------
Susan L. Ciciora        Director of the Fund      Trustee of the Brown  Trust and the EH Trust;  Director,  Horejsi           4
Age: 43                 since 2003. Current       Charitable  Foundation,  Inc.  (private  charitable  foundation),
                        Nominee for a term to     since 1997;  Director,  Boulder Growth & Income Fund, Inc., since
                        expire at the 2009        2006; Director,  Boulder Total Return Fund, since 2001. Director,
                        annual meeting.           The Denali Fund Inc., since 2007.

John S. Horejsi         Director of the Fund      Director,   Horejsi  Charitable  Foundation  (private  charitable           4
Age:  40                since 2006.  Current      foundation),  since 1997; Director, Boulder Growth & Income Fund,
                        nominee for a term to     Inc.,  since 2004;  Director,  Boulder  Total Return Fund,  Inc.,
                        expire at the 2009        since 2006. Director, The Denali Fund Inc., since 2007.
                        annual meeting.


*    The Directors'  respective  addresses are c/o First Financial  Fund,  Inc.,
     2344 Spruce Street, Suite A, Boulder, Colorado 80302.

**   Ms.  Ciciora and Mr.  Horejsi are  siblings  and the children of Stewart R.
     Horejsi.  They each are  "interested  persons" as a result of the extent of
     their  beneficial  ownership of Fund shares and by virtue of their indirect
     beneficial ownership of FAS.

+    Includes the Fund, Boulder Growth & Income Fund, Inc., Boulder Total Return
     Fund, Inc. and The Denali Fund Inc.

----------------------------

From  the  late  1980's  until  January,   2001,  Mr.  Looney  served,   without
compensation, as one of three trustees of the Mildred Trust, an affiliate of the
EH Trust.

The names of the  executive  officers of the Fund are listed in the table below.
Each  officer was elected to office by the Board at a meeting  held on April 25,
2008. This table also shows certain additional information. Officers are elected
annually  and each  officer  will hold such office  until a  successor  has been
elected by the Board.





----------------------------- -------------------------- ----------------------------------------------------------
                                 Position, Length of
Name, Address*, Age           Term Served, and Term of     Principal Occupation(s) and Other Directorships held
                        Office During the Past Five Years
----------------------------- -------------------------- ----------------------------------------------------------
----------------------------- -------------------------- ----------------------------------------------------------
                                                    
                              President of the Fund
Stephen C. Miller             since 2003 and Director    President of and General  Counsel for Boulder  Investment
Age:  55                      and Chairman from 2003     Advisers,   LLC  ("BIA"),   since  1999;  Manager,   Fund
                              through 2004. Appointed    Administrative  Services,  LLC ("FAS"),  since 1999; Vice
                              annually.                  President,  Stewart  Investment  Advisers ("SIA"),  since
                                                         1999;  Director  and  President  of Boulder  Total Return
                                                         Fund,  Inc.,  since 1999  (resigned as Director in 2004);
                                                         Director and  President of Boulder  Growth & Income Fund,
                                                         Inc.,   since  2002   (resigned  as  Director  in  2004);
                                                         President  of The Denali Fund Inc.,  since 2007;  officer
                                                         of various other Horejsi Affiliates;  Of Counsel,  Krassa
                                                         & Miller,  LLC, since 1991. Chief Compliance  Officer for
                                                         Boulder Growth & Income Fund, Inc.,  Boulder Total Return
                                                         Fund,  Inc.,  First  Financial  Fund,  Inc., BIA, and SIA
                                                         from 2004 through 2007.

                                                         Vice   President  and  Treasurer  of  BIA  and  Assistant
Carl D. Johns                 Chief Financial Officer,   Manager  of  FAS,  since  1999;  Vice  President,   Chief
Age: 45                       Chief Accounting           Financial   Officer,   Chief   Accounting   Officer   and
                              Officer, Vice President    Treasurer,  Boulder Total Return Fund,  Inc., since 1999,
                              and Treasurer since        Boulder Growth & Income Fund,  Inc.,  since 2002, and The
                              2003.  Appointed           Denali Fund Inc., since 2007.
                              annually.

Joel L. Terwilliger           Chief Compliance Officer   Associate  General  Counsel for BIA,  SIA,  FAS,  Boulder
                              since 2007. Appointed      Growth & Income Fund,  Inc.,  Boulder  Total Return Fund,
Age: 39                       annually.                  Inc.,  and the Fund since  2006 and for The  Denali  Fund
                                                         Inc. since 2007; Chief  Compliance  Officer for BIA, SIA,
                                                         Boulder Total Return Fund, Inc.,  Boulder Growth & Income
                                                         Fund, Inc., and The Denali Fund Inc., since 2007;  Senior
                                                         Associate,  Great-West Life & Annuity Insurance  Company,
                                                         2002-2006.
                              Secretary since 2003.
Stephanie Kelley              Appointed annually.        Secretary,  Boulder Total Return Fund,  Inc., since 2000;
Age:  51                                                 Secretary,  Boulder  Growth & Income  Fund,  Inc.,  since
                                                         2002;  Secretary,  The  Denali  Fund  Inc.,  since  2007;
                                                         Assistant  Secretary and  Assistant  Treasurer of various
                                                         Horejsi Affiliates; employee of FAS, since 1999.

Nicole L. Murphey             Assistant Secretary        Assistant  Secretary,  Boulder  Total Return Fund,  Inc.,
Age:  31                      since 2003.  Appointed     since 2000; Assistant Secretary,  Boulder Growth & Income
                              annually.                  Fund, Inc., since 2002; Assistant Secretary,  The  Denali
                                                         Fund Inc. since 2007; employee of FAS, since 1999.


*    The address for all executive  officers of the Fund is 2344 Spruce  Street,
     Suite A, Boulder, CO 80302.


Set forth in the following table are the nominees for election to the Board (all
of whom are current  Directors  of the Fund)  together  with the dollar range of
equity securities beneficially owned by each Director as of the Record Date.


    Independent Directors (the            Dollar Range of Equity
   "Independent Directors") and           Securities in the Fund
             Nominees
------------------------------------ ---------------------------------
         Dean L. Jacobson                   $10,001 to $50,000
          Richard I. Barr                  $50,001 to $100,000
          Joel W. Looney                   $50,001 to $100,000

------------------------------------ ---------------------------------
 Interested Directors and Nominees
------------------------------------ ---------------------------------
         Susan L. Ciciora                     Over $100,000+
          John S. Horejsi                     Over $100,000+


+    10,204,417  Shares  of the  Fund  are  held  collectively  by  the  Horejsi
     Affiliates (defined above). Accordingly, Ms. Ciciora and Mr. Horejsi may be
     deemed to have indirect  beneficial  ownership of such Shares.  Ms. Ciciora
     and Mr. Horejsi disclaim all such beneficial ownership. Neither Ms. Ciciora
     nor Mr. Horejsi directly owns any shares of the Fund.


None of the Independent  Directors or their family members owned beneficially or
of record any  securities  of the Adviser or any person  directly or  indirectly
controlling, controlled by, or under common control with the Adviser.

DIRECTOR  AND  OFFICER  COMPENSATION.  The  following  table sets forth  certain
information  regarding the  compensation of the Fund's  Directors for the fiscal
year ended March 31, 2008. No persons (other than the Independent Directors,  as
set forth below) currently  receive  compensation  from the Fund for acting as a
Director or officer. Directors and executive officers of the Fund do not receive
pension or retirement  benefits  from the Fund.  Independent  Directors  receive
reimbursement for travel and other out of pocket expenses incurred in connection
with Board meetings.

                                             Aggregate
                                           Compensation
Name of Person and Position with the      from the Fund
Fund                                         Paid to
                                            Directors
---------------------------------------- ------------------
Dean Jacobson, Director                       $27,500

Richard I. Barr, Director                     $27,500

Joel W. Looney, Director and Chairman         $34,500
of the Board

John S. Horejsi, Director                       $0

Susan L. Ciciora, Director                      $0


Each Director of the Fund who is not a Director,  officer, or employee of one of
the Adviser, FAS, or any of their affiliates, receives a fee of $8,000 per annum
plus $4,000 for each in person  meeting of the Board of  Directors  and $500 for
each telephonic meeting of the Board. In addition, the Chairman of the Board and
the Chairman of the Audit  Committee  receive $1,000 per meeting and each member
of the Audit Committee receives $500 per meeting.  Each Independent  Director of
the Fund is reimbursed for travel and  out-of-pocket  expenses  associated  with
attending  Board and Committee  meetings.  The Board held eight meetings four of
which were held by telephone conference call) during the fiscal year ended March
31, 2008. Each Director currently serving in such capacity for the entire fiscal
year  attended at least 75% of the  meetings of Directors  and any  Committee of
which he is a member.  The aggregate  remuneration  paid to the Directors of the
Fund for acting as such during the fiscal year ended March 31, 2008  amounted to
$89,500.


                      COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE;  REPORT OF AUDIT COMMITTEE.  The purpose of the Audit Committee
is  to  assist  Board  oversight  of  the  integrity  of  the  Fund's  financial
statements,  the Fund's compliance with legal and regulatory  requirements,  the
independent auditor's qualifications and independence and the performance of the
Fund's independent  auditors.  The Audit Committee reviews the scope and results
of  the  Fund's  annual  audit  with  the  Fund's  independent  accountants  and
recommends  the  engagement  of  such  accountants.   Management,   however,  is
responsible  for the  preparation,  presentation  and  integrity  of the  Fund's
financial  statements,  and the  independent  accountants  are  responsible  for
planning  and carrying  out proper  audits and  reviews.  The Board of Directors
adopted a written  charter for the Audit  Committee  on August 19, 2003 and most
recently amended the Audit Committee  Charter on January 23, 2004. A copy of the
Audit  Committee   Charter  was  included  in  proxy   materials   delivered  to
stockholders on June 20, 2007.

The Audit Committee is composed  entirely of the Fund's  Independent  Directors,
consisting of Dr.  Jacobson and Messrs.  Looney and Barr. The Board of Directors
has  determined  that Joel Looney  qualifies  as an "audit  committee  financial
expert," as defined under the  Securities and Exchange  Commission's  Regulation
S-K, Item 401(h).  The Audit Committee is in compliance with applicable rules of
the listing  requirements  for closed-end fund audit  committees,  including the
requirement  that all members of the audit committee be  "financially  literate"
and that at least one member of the audit committee have  "accounting or related
financial management expertise," as determined by the Board. The Audit Committee
is required to conduct its operations in accordance with applicable requirements
of the  Sarbanes-Oxley  Act  and  the  Fund's  independent  publicly  registered
accounting firm is required to comply with the rules and regulations promulgated
under the Sarbanes-Oxley Act and by the the Public Company Accounting  Oversight
Board.  The the members of the Audit Committee are subject to the fiduciary duty
to exercise  reasonable  care in carrying out their  duties.  Each member of the
Audit  Committee  is  independent,  as that term is defined by the NYSE  Listing
Standards.  The Audit  Committee  met three  times  during the fiscal year ended
March 31, 2008.


In  connection  with the audited  financial  statements as of and for the period
ended March 31, 2008  included in the Fund's  Annual Report for the period ended
March 31, 2008 (the "Annual  Report"),  at a meeting held on April 25, 2008, the
Audit Committee  considered and discussed the audited financial  statements with
management  and the  independent  accountants,  and  discussed the audit of such
financial statements with the independent accountants.

The Audit  Committee  has received the written  disclosures  and letter from the
independent  accountants required by Independence Standards Board Standard No. 1
(Independence  Discussions  with Audit  Committees)  and has discussed  with the
independent  accountants their independence.  The Audit Committee discussed with
the independent  accountants the accounting  principles  applied by the Fund and
such  other  matters  brought to the  attention  of the Audit  Committee  by the
independent  accountants  required by  Statement of Auditing  Standards  No. 61,
Communications With Audit Committees, as currently modified or supplemented.

On December 1, 2007 the Fund adopted the Financial  Accounting Standards Board's
("FASB")  Statement of Financial  Accounting  Standards No. 157 ("FAS 157"). FAS
157 is  important in the context of helping the Fund define "fair value" for the
underlying  securities or  investments  it holds.  In addition,  FAS 157 expands
disclosures about fair value measurements.

The  members  of the  Audit  Committee  are not  professionally  engaged  in the
practice  of  auditing  or  accounting  and are not  employed by the Fund in any
accounting,  financial management,  or internal control capacity.  Moreover, the
Audit  Committee  relies on and makes no independent  verification  of the facts
presented  to it or  representations  made  by  management  or  the  independent
accountants.  Accordingly,  the Audit Committee's  oversight does not provide an
independent  basis to  determine  that  management  has  maintained  appropriate
accounting and financial reporting principles and policies, or internal controls
and procedures,  designed to assure  compliance  with  accounting  standards and
applicable   laws  and   regulations.   Furthermore,   the   Audit   Committee's
considerations  and discussions  referred to above do not provide assurance that
the audit of the Fund's financial  statements has been carried out in accordance
with generally accepted  accounting  standards or that the financial  statements
are presented in accordance with generally accepted accounting principles.

Based  on  its  consideration  of  the  audited  financial  statements  and  the
discussions  referred to above with management and the  independent  accountants
and  subject to the  limitation  on the  responsibilities  and role of the Audit
Committee set forth in the Audit Committee  Charter and those  discussed  above,
the  Audit  Committee  of the Fund  recommended  to the Board  that the  audited
financial  statements  be included in the Fund's  Annual Report and be mailed to
stockholders and filed with the SEC.

Submitted  by the Audit  Committee  of the Fund's  Board of  Directors:  Joel W.
Looney, Richard I. Barr and Dean L. Jacobson

NOMINATING  COMMITTEE.  The Board of Directors has a nominating  committee  (the
"Nominating Committee") composed of the Fund's Independent Directors, consisting
of  Dr.  Jacobson  and  Messrs.  Looney  and  Barr,  which  is  responsible  for
considering  candidates  for  election  to the Board in the event a position  is
vacated or created.  Each member of the Nominating Committee is independent,  as
that term is defined by the NYSE Listing Standards. The Nominating Committee did
not meet during the fiscal year ended March 31, 2008. The Board of Directors has
adopted a charter for the  Nominating  Committee that is available on the Fund's
website,  www.firstfinancialfund.com.  The Nominating  Committee does not have a
formal process for identifying  candidates.  The Nominating Committee takes into
consideration  such factors as it deems appropriate when nominating  candidates.
These factors may include judgment, skill, diversity, experience with investment
companies and other  organizations of comparable purpose,  complexity,  size and
subject to similar  legal  restrictions  and  oversight,  the  interplay  of the
candidate's  experience  with the  experience  of other Board  members,  and the
extent to which the candidate would be a desirable addition to the Board and any
committees  thereof.  The  Nominating  Committee  will  consider  all  qualified
candidates in the same manner. The Nominating  Committee may modify its policies
and procedures for director nominees and  recommendations in response to changes
in the  Fund's  circumstances,  and as  applicable  legal or  listing  standards
change. The Nominating Committee would consider director candidates  recommended
by  stockholders  (if a vacancy were to exist) and submitted in accordance  with
applicable  law and  procedures  as  described  in  this  Proxy  Statement  (see
"Submission of Stockholder  Proposals" below).  Such  recommendations  should be
forwarded to the Secretary of the Fund.

The Fund does not have a compensation committee.



                          OTHER BOARD-RELATED MATTERS.

Stockholders  who wish to send  communications  to the Board should send them to
the  address  of  the  Fund  and  to  the  attention  of  the  Board.  All  such
communications will be directed to the Board's attention.

The Fund does not have a formal policy regarding Board member  attendance at the
Annual Meeting of Stockholders;  however,  all of the Directors of the Fund, who
were  Directors  at the time,  attended  the  August 3, 2007  Annual  Meeting of
Stockholders.

Vote Required.  The election of Messrs.  Looney, Barr and Horejsi,  Dr. Jacobson
and Ms. Ciciora as Directors of the Fund will require the affirmative  vote of a
plurality  of the votes cast by holders  of the Common  Stock at the  Meeting in
person or by proxy.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF ALL THE NOMINEES.


                                   PROPOSAL 2

             TO APPROVE OR DISAPPROVE CHANGING THE FUND'S INVESTMENT
            OBJECTIVE AND RECLASSIFYING THE INVESTMENT OBJECTIVE AS
                                 NON-FUNDAMENTAL

Summary of the  Proposal.  The Board has proposed  that the Fund's  objective be
changed  to  "total   return"  and  that  the   objective   be   classified   as
"non-fundamental".  The Fund's present investment  objective is to achieve "long
term capital  appreciation with the secondary objective of current income".  The
present  investment  objective  is deemed  "fundamental"  and  cannot be changed
without the  approval of the holders of a "majority  of the  outstanding  voting
securities".  The phrase "majority of the outstanding  voting securities" of the
Fund has the meaning set forth in the 1940 Act, that is, the affirmative vote of
the lesser of (a) 67% or more of the Shares  present or  represented by proxy at
the Meeting or (b) more than 50% of the outstanding Shares. This voting standard
is referred to in this Proxy Statement as a "1940 Act Majority Vote".

Proposal 2 would change the Fund's  investment  objective  to "total  return" to
emphasize  that the  Adviser  will have  extensive  flexibility  and  breadth of
investment discretion to achieve the new objective.  In addition, the investment
objective would be reclassified as "non-fundamental", thus allowing the Board to
change the investment  objective from time to time to deal with changing  market
conditions  and other  circumstances.  Management  believes  that the  change to
"total return" and non-fundamental  status, when combined with the other changes
described in this Proxy Statement, will give the Fund more flexibility to invest
outside of the  "traditional"  financial  services  sector and invest in a wider
range of  instruments  regardless of the market cap or size, or character of the
underlying instrument (e.g.., debt instruments,  preferred stocks, common stock,
convertible  instruments,  credit default swaps,  cash  equivalents,  etc.). The
Adviser  anticipates  that it will  retain a  primary  focus on  investments  in
financial services companies, but the totality of changes will permit additional
flexibility  to  invest  in  non-traditional  financial  service  companies  and
opportunistically outside the sector.

Risks Associated with Changing the Fund's Investment  Objective.  If approved by
stockholders,  the new investment objective - "total return" - may alter the way
the Adviser  manages the Fund and the types of issuers and  securities  in which
the Fund invests. If approved by stockholders,  the new objective eliminates the
"secondary  objective  of  current  income".  Thus,  the  Adviser  will have the
discretion to invest without regard to the current income or dividend  producing
ability  of its  investments  and may invest a larger  percentage  of the Fund's
assets in equity securities  having no income  component,  including less liquid
equities  which have  longer  term  investment  horizons.  Also,  if approved by
stockholders,  the new investment  objective will become  non-fundamental  which
means that the Board will be able to change the objective in the future  without
seeking stockholder approval, although the Fund will provide appropriate advance
notice to  stockholders.  Such a change could result in a significant  change in
the makeup of the  underlying  portfolio of securities  held by the Fund that no
longer comports with a stockholder's personal investment objective.  There is no
guarantee that the Fund will achieve its investment objective.

Required  Vote.  Approval of Proposal 2 requires a 1940 Act Majority Vote of the
Common Shares. If the Proposal is not approved,  the Fund's investment objective
will remain  unchanged and any change will  continue to require  approval of the
Fund's  stockholders.  However,  the Fund will proceed  with the  proposed  name
change,  reducing its investment focus on financial  services companies from 80%
of its assets to 65% of its assets.


THE BOARD OF DIRECTORS,  INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  RECOMMENDS
THAT STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 2.



                                   PROPOSAL 3

         TO APPROVE OR DISAPPROVE CHANGING THE FUND'S CLASSIFICATION AND
               RELATED FUNDAMENTAL RESTRICTION TO MAKE THE FUND A
                       NON-DIVERSIFIED INVESTMENT COMPANY

Summary of the  Proposal.  The Fund is  currently  classified  as a  diversified
investment  company  within the meaning of the 1940 Act,  and has a  fundamental
investment restriction embodying the characteristics of this type of fund. Under
the 1940  Act,  at  least  75% of the  investment  portfolio  of a  "diversified
company" must be comprised of cash and cash items, U.S.  Government  securities,
securities  of other  registered  investment  companies,  and  other  securities
limited in respect of any one  issuer to 5% of the  company's  total  assets and
which  represent  no more than 10% of the voting  securities  of any one issuer.
There are no such restrictions to the remaining 25% of the portfolio.  The Board
has  proposed  a change in the Fund's  classification  and an  amendment  to the
Fund's  fundamental  investment  restrictions  that would change the Fund from a
"diversified  company" to a "non-diversified"  investment company under the 1940
Act. If the Fund changes to a "non-diversified" status and eliminates the Single
Issuer  Restriction  (defined below in Proposal 4), the Fund will not be limited
by the 1940 Act in the  proportion  of its assets  that may be  invested  in the
obligations  of a single  issuer.  However,  the Fund intends to comply with the
diversification  requirements  imposed by the U.S. Internal Revenue Code of 1986
(the "IRC") for qualification as a regulated investment company, under which the
minimum  percentage of the portfolio  that must be  "diversified"  is 50% rather
than 75%,  so long as no  single  investment  exceeds  25% of total  assets.  If
stockholders  approve  this  proposal,  then,  as a  non-diversified  investment
company,  the  Fund  may  invest  a  greater  proportion  of its  assets  in the
obligations of a smaller number of issuers.  However, the Fund may be subject to
greater risks with respect to portfolio  securities  due to  potentially  higher
concentrations of its overall assets in the securities of single issuers.

Reasons for the Proposal. Management believes that changing to a non-diversified
status will  provide  valuable  flexibility  and  opportunities  and  ultimately
enhance the Fund's  ability to maximize total return for  stockholders.  It will
also give the Fund's Adviser  greater  flexibility to achieve the new investment
objective  outlined in Proposal 2. The Board  believes that the Fund should be a
substantial and long-term owner of high caliber  companies when their securities
are reasonably  priced.  Since such  opportunities  are rare, if available,  the
Adviser  should have the  flexibility  to buy a large enough  position to make a
difference.  The Fund's current status as a "diversified"  investment management
company significantly restricts the Fund's ability to do this.

Risks associated with  non-diversification.  This Proposal,  in conjunction with
Proposal 4 below,  would permit the Fund to  concentrate a larger  percentage of
its assets  (i.e.,  greater than 5% in any one issuer with respect to 50% of the
Fund's assets) in common stocks and other instruments issued by a single or just
a relatively few companies.  Consequently,  the overall volatility of the Fund's
net asset value as well as the market  price for its shares may be greater  than
that of a  comparable  "diversified"  investment  management  company  that  has
diversified  its  assets  more  broadly.  For  example,  the Fund  could be more
susceptible to the adverse affects of single corporate,  economic, political, or
regulatory  occurrences due to higher  concentrations  of the Fund's assets in a
single issuer.

Voting requirement.  Approval of this Proposal requires a 1940 Act Majority Vote
but cannot be  implemented  unless  Proposal 4 is also  approved.  If sufficient
votes are not  obtained  to  approve  both  Proposals  3 and 4, the  Board  will
consider  what  further  action to take,  including  adjourning  with respect to
Proposals  3  and  4 and  continuing  to  solicit  stockholder  approval  and/or
modifying aspects of the Proposals.

THE BOARD OF DIRECTORS,  INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  RECOMMENDS
THAT STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 3.


                                   PROPOSAL 4

   TO APPROVE OR DISAPPROVE THE ELIMINATION OF THE "SINGLE-ISSUER" RESTRICTION

Summary of the proposal.  This Proposal  seeks  approval  from  stockholders  to
eliminate the Fund's "single-issuer"  restriction.  Presently, one of the Fund's
fundamental investment restrictions,  which mirrors the diversification standard
discussed above, provides that the Fund may not:

     Purchase  securities  of  any  one  issuer,  other  than  those  issued  or
     guaranteed   by   the   United   States   government,   its   agencies   or
     instrumentalities or securities issued by other investment  companies,  if,
     as a result,  more than 5% of the Fund's  total assets would be invested in
     securities  of such  issuer  or the Fund  would  own  more  than 10% of the
     outstanding voting securities of such issuer,  except that up to 25% of the
     Fund's total assets may be invested without regard to these limitations.


(This is referred to in the Proxy Statement as the "Single-Issuer Restriction.")
Proposal 4 would eliminate the Single-Issuer Restriction in its entirety.

Reasons for this  proposal.  As discussed  under  Proposal 3 above,  the Fund is
presently a  "diversified"  investment  company.  Proposal 3 seeks to change the
Fund to a "non-diversified"  investment company,  thus permitting it to invest a
larger  portion of its assets in a small  number of what the  Adviser  considers
high-quality  companies.  The  Single-Issuer  Restriction  similarly  limits the
Fund's ability to purchase positions in any single issuer in excess of 5% of its
assets. Although eliminating the Single-Issuer Restriction coupled with changing
the Fund to a  non-diversified  investment  company would permit investment in a
greater portion of assets in a single issuer,  the Fund will still be subject to
the  diversification  limitations  of the IRC (i.e.,  with respect to 50% of the
Fund's  portfolio,  the Fund must limit to 5% the portion of its assets invested
in the  securities  of a single  issuer).  There  are no such  limitations  with
respect to the balance of the Fund's  portfolio,  although no single  investment
can  exceed 25% of the  Fund's  total  assets).  Eliminating  the  Single-Issuer
Restriction  is  necessary  to  change  the  Fund's  diversification  status  to
non-diversified as recommended under Proposal 3.

Risks associated with eliminating the Single-Issuer  Restriction.  See the risks
described above under Proposal 3.

Voting  requirement.  Approval of Proposal 4 requires a 1940 Act Majority  Vote,
but cannot be  implemented  unless  Proposal 3 is also  approved.  If sufficient
votes are not  obtained  to  approve  both  Proposals  3 and 4, the  Board  will
consider  what  further  action to take,  including  adjourning  with respect to
Proposals  3  and  4 and  continuing  to  solicit  stockholder  approval  and/or
modifying aspects of the Proposals.

THE BOARD OF DIRECTORS,  INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  RECOMMENDS
THAT STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 4.



                       SUBMISSION OF STOCKHOLDER PROPOSALS

Notice is hereby  given that for a  stockholder  proposal to be  considered  for
inclusion in the Fund's proxy  material  relating to its 2009 annual  meeting of
stockholders,  the  stockholder  proposal  must be received by the Fund no later
than  [DATE],  2009.  Any such  proposal  shall set forth as to each  matter the
stockholder  proposes to bring before the meeting (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting,  (ii) the name and address,  as they appear on the
Fund's books,  of the stockholder  proposing such business,  (iii) the class and
number of shares of the capital stock of the Fund which are  beneficially  owned
by the  stockholder,  and (iv) any material  interest of the stockholder in such
business.   Stockholder   proposals,   including  any  accompanying   supporting
statement, may not exceed 500 words. A stockholder desiring to submit a proposal
must be a record or beneficial owner of Shares with a market value of $2,000 and
must have held such Shares for at least one year. Further,  the stockholder must
continue  to hold such  Shares  through  the date on which the  meeting is held.
Documentary  support  regarding  the foregoing  must be provided  along with the
proposal. There are additional requirements regarding proposals of stockholders,
and a  stockholder  contemplating  submission  of a proposal is referred to Rule
14a-8  promulgated  under the  Securities  Exchange  Act of 1934 (the  "Exchange
Act").  The timely  submission of a proposal does not guarantee its inclusion in
the Fund's proxy materials.

Pursuant to the Fund's By-laws, at any annual meeting of the stockholders,  only
business that has been properly brought before the meeting will be conducted. To
be  properly  brought  before  the  annual  meeting,  the  business  must be (i)
specified in the notice of meeting,  (ii) by or at the direction of the Board of
Directors,  or  (iii)  otherwise  properly  brought  before  the  meeting  by  a
stockholder.  For business to be properly brought before the annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the  Secretary  of the  Fund.  To be  timely,  a  stockholder's  notice  must be
delivered to the Secretary at 2344 Spruce  Street,  Suite A,  Boulder,  Colorado
80302 no later  than 5:00  p.m.,  Mountain  Time,  on the 120th day prior to the
first  anniversary of the date of mailing of the notice for the preceding year's
annual  meeting.  However,  if the date of the  annual  meeting is  advanced  or
delayed  by more  than 30 days  from the  first  anniversary  of the date of the
preceding year's annual meeting,  for notice by the stockholder to be timely, it
must be delivered not later than 5:00 p.m.,  Mountain  Time, on the later of the
120th day prior to the date of such  annual  meeting or the tenth day  following
the day on which public  announcement of the date of such meeting is first made.
The public  announcement  of a postponement  or adjournment of an annual meeting
shall not commence a new time period for the giving of a stockholder's notice as
described above.


Pursuant to the Fund's By-laws, such stockholder's notice shall set forth (i) as
to each  individual  whom the  stockholder  proposes to nominate for election or
reelection  as a director,  (A) the name,  age,  business  address and residence
address of such  individual,  (B) the class,  series and number of any shares of
stock of the Fund that are beneficially  owned by such individual,  (C) the date
such shares were acquired and the  investment  intent of such  acquisition,  (D)
whether  such  stockholder  believes  any  such  individual  is,  or is not,  an
"interested  person" of the Fund,  as  defined  in the 1940 Act and  information
regarding such individual that is sufficient,  in the discretion of the Board of
Directors or any  committee  thereof or any  authorized  officer of the Fund, to
make  such  determination  and  (E)  all  other  information  relating  to  such
individual  that is required to be  disclosed  in  solicitations  of proxies for
election of directors in an election contest (even if an election contest is not
involved), or is otherwise required, in each case pursuant to Regulation 14A (or
any  successor  provision)  under  the  Exchange  Act and the  rules  thereunder
(including  such  individual's  written  consent  to being  named  in the  proxy
statement as a nominee and to serving as a director if elected);  (ii) as to any
other  business  that the  stockholder  proposes to bring before the meeting,  a
description  of such  business,  the reasons for proposing  such business at the
meeting and any material  interest in such business of such  stockholder and any
Stockholder  Associated  Person  (as  defined  below),  individually  or in  the
aggregate,  including  any  anticipated  benefit  to  the  stockholder  and  the
Stockholder Associated Person therefrom;  (iii) as to the stockholder giving the
notice and any Stockholder  Associated Person,  the class,  series and number of
all shares of stock of the Fund which are owned by such  stockholder and by such
Stockholder  Associated  Person,  if any, and the nominee holder for, and number
of, shares owned  beneficially  but not of record by such stockholder and by any
such Stockholder Associated Person; (iv) as to the stockholder giving the notice
and any  Stockholder  Associated  Person  covered by the  immediately  preceding
clauses (ii) or (iii), the name and address of such stockholder,  as they appear
on the Fund's stock ledger and current name and address,  if  different,  and of
such  Stockholder  Associated  Person;  and  (v)  to  the  extent  known  by the
stockholder  giving the notice,  the name and  address of any other  stockholder
supporting  the nominee for election or reelection as a director or the proposal
of  other  business  on the  date of  such  stockholder's  notice.  "Stockholder
Associated  Person" of any  stockholder  shall mean (i) any person  controlling,
directly or indirectly,  or acting in concert with, such  stockholder,  (ii) any
beneficial  owner of shares of stock of the Fund owned of record or beneficially
by such  stockholder  and (iii) any person  controlling,  controlled by or under
common control with such Stockholder Associated Person.

                             ADDITIONAL INFORMATION

INDEPENDENT ACCOUNTANTS.  At its regularly scheduled Board meeting held on April
25, 2008, the Audit  Committee of the Board,  consisting of those  Directors who
are not "interested persons" (as defined in the 1940 Act) of the Fund, selected,
and the Board ratified,  the selection of Deloitte & Touche LLP  ("Deloitte") of
Denver,  Colorado as the Fund's  independent  accountants  for the Fund's fiscal
year ending March 31, 2009.

KPMG, LLP ("KPMG") at 99 High Street, Boston,  Massachusetts 02110-2371,  served
as independent accountants for the Fund from 2003 through the preparation of the
Fund's  March 31,  2006 tax  return  and annual  report.  KPMG's  reports on the
financial  statements for the two years immediately  preceding their termination
contained no adverse  opinion or  disclaimer of opinion and was not qualified or
modified as to uncertainty,  audit scope, or accounting  principles.  During the
two  fiscal  years  immediately  preceding  KPMG's  termination,  there  were no
disagreements  with such  accountants on any matter of accounting  principles or
practices, financial statement disclosure, or auditing scope or procedure.

Deloitte  served as independent  accountants  for the Fund's fiscal years ending
March 31, 2007 and March 31, 2008. In addition to performing  independent  audit
services  for  the  Fund,  Deloitte  also  performs  certain  non-audit  related
services, i.e., tax, and consulting, on behalf of the Fund's adviser, Wellington
Management Company,  L.P. (the "investment  adviser").  Under the Sarbanes-Oxley
rules, as adopted by the Securities  Exchange  Commission (the "SEC"), and under
the Audit Committee Charter,  the Audit Committee must pre-approve all non-audit
services to be provided by the auditors to the Fund, and all non-audit  services
to be provided by the auditors to the Fund's investment  adviser and any service
providers  controlling,  controlled  by or under common  control with the Fund's
investment adviser ("adviser  affiliates") that provide on-going services to the
Fund,  if the  engagement  relates  directly  to the  operations  and  financial
reporting of the Fund,  or must  establish  detailed  pre-approval  policies and
procedures  for such  services in accordance  with  applicable  laws.  The Audit
Committee has reviewed the non-audit  services to be provided by Deloitte to the
investment  adviser  (no  such  services  are  provided  to the  Fund)  and  has
pre-approved  the provision of those  services.  Accordingly,  all of the audit,
audit-related,  non-audit,  and tax services  described below for which Deloitte
billed the Fund fees for the fiscal  years  ended  March 31,  2007 and March 31,
2008, were either  pre-approved by the Audit Committee or were for services that
were unrelated to the direct operations and/or financial  reporting of the Fund.
Deloitte  has  informed  the Fund that it has no direct  or  indirect  financial
interest in the Fund.


A  representative  of  Deloitte  will not be present at the  Meeting but will be
available by telephone and will have an  opportunity  to make a statement if the
representative  so desires  and will be  available  to  respond  to  appropriate
questions.

Set forth below are audit fees and non-audit related fees billed to the Fund for
professional  services  received from Deloitte for the Fund's fiscal years ended
March 31, 2007 and March 31, 2008.




 Fiscal Year Ended        Audit Fees      Audit-Related Fees        Tax Fees*         All Other Fees

                                                                               
     3/31/2007             $26,500                $ -                $6,250                $ -

     3/31/2008             $29,750                $ -                $6,875                $ -


     * "Tax Fees" are those fees billed to the Fund by  Deloitte  in  connection
     with tax consulting services,  including primarily the review of the Fund's
     income tax returns.


SECTION 16(A) BENEFICIAL  OWNERSHIP REPORTING  COMPLIANCE.  Section 16(a) of the
Exchange Act and Section 30(h) of the 1940 Act require the Fund's  Directors and
officers,  persons affiliated with the Fund's investment  advisers,  and persons
who own more than 10% of a registered  class of the Fund's  securities,  to file
reports of  ownership  and  changes of  ownership  with the SEC and the New York
Stock  Exchange.  Directors,  officers  and  greater-than-10%  stockholders  are
required by SEC regulations to furnish the Fund with copies of all Section 16(a)
forms they file. Based solely upon the Fund's review of the copies of such forms
it receives and written  representations  from such  persons,  the Fund believes
that  through the date hereof all such filing  requirements  applicable  to such
persons were complied with.

BROKER  NON-VOTES  AND  ABSTENTIONS.  An  unsolicited  proxy for shares  held by
brokers or nominees as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the broker or nominee
does not have  discretionary  voting  power on a  particular  matter is a broker
"non-vote". Proxies that reflect abstentions or broker non-votes will be counted
as shares that are present  and  entitled to vote on the matter for  purposes of
determining  the  presence  of a quorum.  Accordingly,  abstentions  and  broker
non-votes  effectively will be a vote against adjournment and Proposals 2, 3 and
4.

OTHER  MATTERS TO COME BEFORE THE  MEETING.  The Fund does not intend to present
any other business at the Meeting,  nor is it aware that any stockholder intends
to do so.  If,  however,  any other  matters  are  properly  brought  before the
Meeting,  the persons named in the accompanying  form of proxy will vote thereon
in accordance with their discretion.

--------------------------------------------------------------------------------
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD OR
AUTHORIZE  PROXIES  VIA  TELEPHONE  OR THE  INTERNET.  THE PROXY CARD  SHOULD BE
RETURNED  IN THE  ENCLOSED  ENVELOPE,  WHICH  NEEDS NO  POSTAGE IF MAILED IN THE
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON
THE INSIDE COVER.
--------------------------------------------------------------------------------


                                      PROXY


                           FIRST FINANCIAL FUND, INC.

                    PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned  holder of shares of Common Stock of First Financial Fund, Inc.,
a Maryland corporation (the "Fund"),  hereby appoints Stephen C. Miller, Carl D.
Johns, and Ryan M. Louvar, or any of them, as proxies for the undersigned,  with
full powers of  substitution  in each of them,  to attend the Annual  Meeting of
Stockholders  (the "Annual  Meeting") to be held at The Resort at the  Mountain,
68010 East Fairway Avenue,  Welches,  Oregon at 9:00 a.m.  Pacific Daylight Time
(local time), on Monday,  July 28, 2008, and any  adjournments or  postponements
thereof,  to cast on behalf of the undersigned all votes that the undersigned is
entitled  to  cast  at  the  Annual  Meeting  and  to  otherwise  represent  the
undersigned  at  the  Annual  Meeting  with  all  the  powers  possessed  by the
undersigned if personally present at the Meeting.

The votes entitled to be cast will be cast as instructed below. If this Proxy is
executed  but no  instruction  is given,  the votes  entitled  to be cast by the
undersigned  will be cast "FOR"  each of the  proposals  described  in the Proxy
Statement.

The undersigned hereby acknowledges  receipt of the Notice of Annual Meeting and
Proxy Statement.  In their  discretion,  the proxies are authorized to vote upon
such other  business as may properly come before the Meeting.  A majority of the
proxies  present  and acting at the Special  Meeting in person or by  substitute
(or, if only one shall be so present, then that one) shall have and may exercise
all of the power and authority of said proxies hereunder. The undersigned hereby
revokes any proxy previously given.


                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE





Please indicate your vote by an "X" in the appropriate box below.

This proxy,  if properly  executed,  will be voted in the manner directed by the
undersigned  stockholder.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL PROPOSALS.

Please refer to the Proxy Statement for a discussion of the Proposals.

                                                                                             

------------ ------------------------------------------------------------ ----------- ------------------ -------------------------
 1.          Election of Directors:  Nominees are Richard I. Barr,  John  FOR____     AGAINST___         ABSTAIN ___
             S. Horejsi,  Susan L. Ciciora,  Dr. Dean L.  Jacobson,  and
             Joel W. Looney
------------ ------------------------------------------------------------ ----------- ------------------ -------------------------
----------------------------------------------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" ELECTION
OF ALL THE NOMINEES

----------------------------------------------------------------------------------------------------------------------------------
------------ ------------------------------------------------------------ ----------- ------------------ -------------------------

2.           To approve or  disapprove  changing  the Fund's  investment  FOR___      AGAINST ___        ABSTAIN ___
             objective   to  "total   return"  and   reclassifying   the
             investment objective as non-fundamental.
------------ ------------------------------------------------------------ ----------- ------------------ -------------------------
----------------------------------------------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS,  INCLUDING ALL OF THE INDEPENDENT  DIRECTORS,  UNANIMOUSLY  RECOMMENDS THAT  STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT
----------------------------------------------------------------------------------------------------------------------------------
------------ ------------------------------------------------------------ ----------- ------------------ -------------------------

3.           To   approve   or    disapprove    changing    the   Fund's  FOR ___     AGAINST ___        ABSTAIN ____
             classification and related fundamental investment restriction to
             make the Fund a non-diversified investment company.
------------ ------------------------------------------------------------ ----------- ------------------ -------------------------
----------------------------------------------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS,  INCLUDING ALL OF THE INDEPENDENT  DIRECTORS,  UNANIMOUSLY  RECOMMENDS THAT  STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT
----------------------------------------------------------------------------------------------------------------------------------
------------ ------------------------------------------------------------ ----------- ------------------ -------------------------

4.           To  approve  or  disapprove   elimination   of  the  Fund's  FOR ___     AGAINST ___        ABSTAIN ___
             fundamental  investment  restriction  regarding the ability
             to hold greater than 5% in a single issuer.
------------ ------------------------------------------------------------ ----------- ------------------ -------------------------
----------------------------------------------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS,  INCLUDING ALL OF THE INDEPENDENT  DIRECTORS,  UNANIMOUSLY  RECOMMENDS THAT  STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT
----------------------------------------------------------------------------------------------------------------------------------




MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT        ____

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

NOTE: Please sign exactly as your name appears on this Proxy. If joint owners,
EACH should sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.


Signature:
                   -------------------------

Date:
                   -------------------------

Signature:
                   -------------------------

Date:
                   -------------------------