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:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
    Rule 14a-6(e)(2))
[X] 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 1, 2006

Dear Fellow Stockholder,

     You are cordially invited to attend the 2006 Annual Meeting of Stockholders
of First Financial Fund,  Inc.,  which will be held on Monday,  July 24, 2006 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.

     Once again, I would like to use this  opportunity  to recognize  Wellington
Management  Company,  LLP and its Portfolio  Manager,  Nicholas C. Adams, for an
exceptional  performance  in managing the Fund.  Recently,  the Fund  received a
Lipper 2005 Performance Achievement  Certificate.  The Fund ranked number one in
Lipper's  Closed-End  Equity Fund Performance for Sector Equity Funds for the 10
years ending December 31, 2005. Congratulations, Nick, on this achievement.

     There is one non-routine proposal in this year's Proxy Statement,  Proposal
2, which asks stockholders to approve an increase in the investment advisory fee
under  the  investment  advisory  agreement  between  the  Fund  and  Wellington
Management Company, LLP (the "Adviser"). The proposed fee increase would provide
that the Adviser receive 1.125% on average net assets up to $150 million,  1.00%
on average  net assets  between  $150  million and $300  million,  and 0.875% on
average net assets in excess of $300  million.  Based on the Fund's  current net
assets, the new advisory fee would result in an increase of approximately  0.36%
in the Fund's annual operating expenses.  At the Board's April 2006 meeting, the
Board of  Directors  unanimously  approved  the  proposed  fee  increase  and is
recommending that stockholders approve the fee at the upcoming Annual Meeting.

     We hope you plan to attend the meeting. Your vote is important.  Whether or
not you are able to attend,  it is important  that your shares be represented at
the  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 of Directors 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 24, 2006


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 at The
Resort at the Mountain,  68010 East Fairway Avenue,  Welches,  Oregon,  97067 at
9:00  a.m.  Pacific  Daylight  Time  (local  time),  on July 24,  2006,  for the
following purposes:

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

     2.   To approve or disapprove the continuance of, and a proposed  amendment
          to, the  investment  advisory  agreement  with  Wellington  Management
          Company, LLP (Proposal 2)

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

     The Board of  Directors  of the Fund has fixed the close of business on May
22, 2006 as the record date for the  determination  of  stockholders of the Fund
entitled to notice of and to vote at the Annual Meeting.



                                    By Order of the Board of Directors,

                                    /s/ Stephanie Kelley

                                    STEPHANIE KELLEY
                                    Secretary


June 1, 2006








--------------------------------------------------------------------------------
STOCKHOLDERS  WHO DO NOT EXPECT TO ATTEND THE ANNUAL  MEETING ARE  REQUESTED  TO
COMPLETE,  SIGN AND DATE THE  ENCLOSED  PROXY  CARD.  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

                         ANNUAL MEETING OF STOCKHOLDERS

                                  July 24, 2006

                                 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 24,  2006,  at 9:00  a.m.  Pacific
Daylight  Time (local  time) at The Resort at the  Mountain,  68010 East Fairway
Drive, Welches,  Oregon, 97067 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 2, 2006,  primarily by mail, but proxy  solicitations
may also be made by telephone,  by Internet on the Fund's web site, telegraph or
personal  interviews  conducted  by  officers  of the Fund and  EquiServe  Trust
Company, N.A., the transfer agent of the Fund. Depending on stockholder response
to this Proxy Statement, the Fund may also engage a professional proxy solicitor
the cost of which would be approximately $7,500. The costs of proxy solicitation
and 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 May 22,  2006 as the record  date (the  "Record  Date") for the
determination of stockholders entitled to notice of and to vote at the Meeting.

     The Annual Report of the Fund,  including audited financial  statements for
the  fiscal  period  ended  March 31,  2006,  has been  mailed to  stockholders.
Additional  copies  are  available  upon  request,  without  charge,  by calling
EquiServe 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 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. Investors Bank & Trust Company ("IBT") acts as
custodian  and  co-administrator  to the Fund and is  located  at 200  Clarendon
Street, Boston, Massachusetts,  02116. EquiServe 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 24, 2006 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 the
election of the nominees for Directors, FOR Proposal 2 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.


     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.  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.  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.

     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 28,061,897
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 may be deemed 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
------------------------------------------- ------------------------ -------------------------- ----------------------

                                                                                               
Badlands Trust Company, LLC  (1)(2)                          0               1,737,573                   6.19%
Stewart R. Horejsi Trust No. 2 (3)                   2,169,602               2,169,602                   7.73%
Ernest Horejsi Trust  No. 1B (1)                     1,401,227               1,401,227                   4.99%
Lola Brown Trust No. 1B (1)                          3,000,693               3,000,693                  10.69%
Mildred B. Horejsi Trust (1)                         2,456,472               2,456,472                   8.75%
Susan L. Ciciora Trust (1)                           1,737,573               1,737,573                   6.19%

                                            ------------------------ -------------------------- ----------------------
Aggregate Shares Owned by Horejsi                   10,765,567              10,765,567                  38.36%
Affiliates (defined below) **
------------------------------------------- ------------------------ -------------------------- ----------------------

T. Rowe Price Associates, Inc.***                    1,478,200               1,478,200                   5.27%



*    The address of each listed owner is c/o Badlands Trust  Company,  LLC, .c/o
     Alaska First Bank & Trust, 3301 C Street, Suite 100, Anchorage, AK 99503

**   Aggregate  number  and  percentage  are less than the sum total of  amounts
     shown for each owner  because  the same  shares may be deemed  beneficially
     owned by more than one party (see Footnotes 1 through 3 below).


***  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. 3 filed with
     the Securities and Exchange Commission on February 14, 2006.

(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"),  Stewart R. Horejsi
     Trust No. 2 ("SRH Trust"),  Badlands Trust Company,  LLC ("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 (the "1940 Act")). The Susan Trust, Mildred
     Trust,  Brown  Trust,  EH Trust,  SRH Trust and  Badlands  directly own the
     shares  indicated for such entity in the table above,  totaling  10,765,567
     (38.36%).  However,  these  entities  and other  trusts or  companies  with
     interlocking management and/or common ownership may be deemed to indirectly
     own additional Fund shares, which are included in the table above.

(2)  Ownership by Badlands.  The number shown in the table includes  shares that
     may be deemed to be  beneficially  owned  indirectly  by  Badlands  through
     direct or indirect  ownership  by the Susan  Trust,  Mildred  Trust,  Brown
     Trust,  EH Trust and SRH Trust.  Badlands is the sole  trustee of the Susan
     Trust. Badlands, together with Brian Sippy and Susan Ciciora (Mr. Horejsi's
     daughter), is one of the trustees of the Mildred Trust. Badlands,  together
     with Larry  Dunlap and Ms.  Ciciora,  is one of three  trustees of both the
     Brown Trust and the EH Trust.  Badlands is a trust company  organized under
     the laws of Alaska,  which is wholly owned by the SRH Trust.  The SRH Trust
     is an irrevocable trust organized by Mr. Stewart Horejsi for the benefit of
     his issue.  The managers of Badlands are Larry  Dunlap,  Stephen C. Miller,
     Laura E.  Tatooles,  Laura  Rhodenbaugh,  and Ron Kukes.  Badlands  and its
     directors  disclaim  beneficial  ownership of shares owned  directly by the
     Susan Trust, Mildred Trust, Brown Trust, EH Trust and SRH Trust.

(3)  Indirect  Ownership by SRH Trust.  The number  shown in the table  reflects
     shares that may be deemed to be beneficially  owned indirectly  through the
     SRH  Trust's  ownership  of  Badlands.  The  trustees  of the SRH Trust are
     Badlands,  Laura E.  Tatooles  and  Brian  Sippy.  Both the  Trust  and its
     trustees  disclaim  beneficial   ownership  of  shares  beneficially  owned
     directly or indirectly by Badlands.

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

The Susan Trust,  Mildred Trust,  Brown Trust, EH Trust, SRH Trust and Badlands,
as well as other Horejsi  affiliated  trusts and entities  are, for  convenience
sake,  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,  26,964,176 shares or 96.09%
of Common Stock outstanding of the Fund.

     As of the Record Date, the executive officers and directors of the Fund, as
a group,  owned  10,780,562  shares of Common  Stock (this  amount  includes the
aggregate  shares of Common  Stock  owned by the  Horejsi  Affiliates  set forth
above), representing 38.42% of Common Stock.

     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 Held
                          Term Served, and Term of                   During the Past Five Years
                                   Office
----------------------- ----------------------------- ---------------------------------------------------------

Independent Directors
----------------------- ----------------------------- ---------------------------------------------------------

                                                
Joel W. Looney          Director and Chairman of      Partner,  Financial  Management  Group,  LLC (investment
Chairman                the Board of the Fund since   adviser),   since  July  1999;  CFO,   Bethany  College,
Age:  44                August 2003. Current          1995-1999;  Director,  Boulder Total Return Fund,  Inc.,
                        Nominee for a term to         since  2001;  Director,  Boulder  Growth & Income  Fund,
                        expire at the 2007 annual     Inc., since 2002 and Chairman of the Board since 2003.
                        meeting.

Richard I. Barr         Director of the Fund since    Retired. Manager,   Advantage Sales and Marketing,  Inc.
Age:  68                August 2001.  Current         (food and beverage),  1963-2001; Director, Boulder Total
                        Nominee for a term to         Return Fund,  Inc., since 1999 and Chairman of the Board
                        expire at the 2007 annual     since  2003;  Director,  Boulder  Growth & Income  Fund,
                        meeting.                      Inc., since 2002.

Dr. Dean L. Jacobson    Director of the Fund since    Founder and President of Forensic Engineering, Inc.
                        August 2003.  Current         (engineering investigations); Professor Emeritus at
Age: 67                 Nominee for a term to         Arizona  State  University,  since  1997;  prior to 1997,
                        expire at the 2007 annual     Professor of  Engineering  at Arizona State  University;
                        meeting.                      Director,   Boulder  Total  Return  Fund,   Inc.,  since
                                                      October 2004;  Director,  Boulder  Growth & Income Fund,
                                                      Inc., since April 2006.

Dennis R. Causier       Director of the Fund since    Retired.  Managing  Director and Chairman of P.S.  Group
Age:  58                October 2004.  Current        PLC (engineering and  construction),  1966-2001;  Owner,
                        Nominee for a term to         Professional    Yacht    Management    Services   (yacht
                        expire at the 2007 annual     management),  2002 to present;  Director, Boulder Growth
                        meeting.                      & Income  Fund,  Inc.,  since  October  2004;  Director,
                                                      Boulder Total Return Fund, Inc., since April 2006.
Interested Directors**
----------------------- ----------------------------- ---------------------------------------------------------
----------------------- ----------------------------- ---------------------------------------------------------

Susan L. Ciciora        Director since August 2003.   Trustee  of the Brown  Trust and the EH Trust;  Director,
                        Current Nominee for a term    Horejsi   Charitable   Foundation,   Inc.   (private
Age: 41                 to expire at the 2007         charitable  foundation),  since 1997; Director,  Boulder
                        annual meeting.               Growth & Income  Fund,  Inc.  from  January  2002 to May
                                                      2004;   Director,   Boulder   Total  Return  Fund,  since
                                                      November 2001.




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

**   Ms.  Ciciora  is an  "interested  person"  as a  result  of the  extent  of
     beneficial  ownership  of  Fund  shares  and  by  virtue  of  her  indirect
     beneficial ownership of Fund Administrative Services, L.L.C..

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

     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 24,  2006.  This table also shows  certain  additional  information.  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
------------------------------ -------------------------- ----------------------------------------------------------
------------------------------ -------------------------- ----------------------------------------------------------

                                                    
Stephen C. Miller              President of the Fund      President of and General  Counsel for Boulder  Investment
2344 Spruce Street             since August 2003 and      Advisers,  LLC  ("BIA"), since 1999;   Manager,  Fund  Administrative
Suite A                        Director from August       Services,   LLC  ("FAS"), since 1999;   Vice   President, Stewart
Boulder, CO 80302              2003 through October       Investment  Advisers  ("SIA"), since 1999;  Director and President of
Age:  53                       2004.  Chief               Boulder Total Return Fund,  Inc., since 1999 (resigned as
                               Compliance Officer of      Director in 2004); Director and President of Boulder
                               the Fund since 2004.       Growth & Income Fund, Inc., since 2002 (resigned as
                               Appointed annually.        Director in 2004); Chief Compliance Officer for BIA,
                                                          SIA,  Boulder  Total  Return  Fund, Inc. and  Boulder  Growth &
                                                          Income   Fund, Inc.;   officer   of   various   other   Horejsi
                                                          Affiliates; Of Counsel, Krassa & Miller, LLC, since 1991.


Carl D. Johns
2344 Spruce Street                                        Vice President and Treasurer of BIA and Assistant
Suite A                                                   Manager of FAS, since April 1999; Vice President, Chief
Boulder, CO 80302              Chief Financial Officer,   Financial Officer, Chief Accounting Officer and
Age: 43                        Chief Accounting           Treasurer, Boulder Total Return Fund, Inc., since 1999;
                               Officer, Vice President    Vice President, Chief Financial Officer, Chief
                               and Treasurer since        Accounting Officer and Treasurer, Boulder Growth &
                               August 2003.  Appointed    Income Fund, Inc., since 2002.
                               annually.

Stephanie Kelley               Secretary since August     Secretary, Boulder Total Return Fund, Inc., since 2000;
2344 Spruce Street             2003.  Appointed           Secretary, Boulder Growth & Income Fund, Inc., since
Suite A                        annually.                  2002; Assistant Secretary and Assistant Treasurer of
Boulder, CO 80302                                         various Horejsi Affiliates; employee of FAS, since March
Age:  49                                                  1999.

Nicole L. Murphey
2344 Spruce Street             Assistant Secretary        Assistant Secretary, Boulder Total Return Fund, Inc.,
Suite A                        since August 2003.         since 2000; Assistant Secretary of Boulder Growth &
Boulder, CO 80302              Appointed annually.        Income Fund, Inc., since 2002; employee of FAS, since
Age:  29                                                  July 1999.




     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 Nominees      Securities in the Fund

          Dean L. Jacobson                   $10,001 to $50,000
           Richard I. Barr                      Over $100,000
           Joel W. Looney                    $10,001 to $50,000
          Dennis R. Causier                  $50,001 to $100,000
-------------------------------------- --------------------------------
  Interested Directors and Nominees
-------------------------------------- --------------------------------

          Susan L. Ciciora                     Over $100,000+


+ 10,765,567 Shares of the Fund are held collectively by the Horejsi  Affiliates
(defined  above).  Accordingly,  Ms.  Ciciora  may be  deemed  to have  indirect
beneficial  ownership of such Shares.  Ms. Ciciora disclaims all such beneficial
ownership. Ms. Ciciora does not directly own 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, 2006. 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                        $28,500
Richard I. Barr, Director                      $28,500
Joel W. Looney, Director and Chairman          $35,500
of the Board
Dennis Causier, Director                       $28,500
Susan L. Ciciora, Director                        $0



     Each Director of the Fund who was not a director,  officer,  or employee 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 nine meetings (five of
which were held by telephone conference call) during the fiscal year ended March
31, 2006. Each Director currently serving in such capacity 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, 2006 amounted to $121,000.


                      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 Charter on January 23, 2004. A copy of the Audit Committee
Charter was attached as an appendix to the Fund's proxy in 2004.


     The Audit Committee is composed of all of the Fund's independent Directors,
consisting of Dr. Jacobson and Messrs.  Looney,  Barr and Causier.  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 Public Company
Accounting  Oversight  Board, and 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 four times during the fiscal
year ended March 31, 2006.

     In  connection  with the  audited  financial  statements  as of and for the
period ended March 31, 2006  included in the Fund's Annual Report for the period
ended March 31, 2006 (the "Annual  Report"),  at a meeting held on May 22, 2006,
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.

     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  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
                  Dean L. Jacobson
                  Dennis R. Causier


     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,  Barr and  Causier,  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, 2006.
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; Joel W. Looney, Director and Chairman of the
Board attended the August 24, 2005 Annual Meeting of Stockholders.


         In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:

                                   PROPOSAL 1

                        ELECTION OF DIRECTORS OF THE FUND

     The Charter  provides  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, Joel W. Looney,  Dr. Dean L. Jacobson,  Dennis R.
Causier,  and Susan L. Ciciora.  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.


     Vote  Required.  The  election of Messrs.  Looney,  Barr and  Causier,  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 on Proposal 1.

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

                                   PROPOSAL 2

                  TO APPROVE OR DISAPPROVE AN AMENDMENT TO THE
                       INVESTMENT ADVISORY AGREEMENT WITH
                       WELLINGTON MANAGEMENT COMPANY, LLP
                          TO INCREASE THE ADVISORY FEE

     The  Investment  Company Act of 1940, as amended (the "1940 Act")  requires
that the Board,  including a majority  of the  Independent  Directors,  annually
approve  the terms of the  Investment  Advisory  Agreement  between the Fund and
Adviser (Wellington  Management  Company,  LLP) dated May 1, 1986 (the "Advisory
Agreement").  At a  regularly  scheduled  meeting of the Board held on April 24,
2006, the Directors  considered and unanimously  approved  (including  unanimous
approval by a separate vote of the Directors who are not "interested persons" of
the  Fund as that  term is  defined  in  Section  2(a)(19)  of the 1940 Act (the
"Independent  Directors"))  the  continuance  of  the  Advisory  Agreement.  The
Directors also unanimously  approved (including unanimous approval by a separate
vote of the Independent  Directors) an amendment to the Advisory Agreement which
will  increase  the advisory  fee paid to the  Adviser,  subject to  stockholder
approval  as  discussed  below.  The  Directors  resolved to  recommend  the fee
increase and amendment to the stockholders for their approval.

     Summary  of the  Proposal.  At the  April 24,  2006  meeting,  the  Adviser
presented a proposal to the Board in support of renewing the Advisory  Agreement
and increasing the advisory fee. The proposed  increase in the advisory fee will
require an amendment of the Advisory  Agreement (the "Proposed  Amendment")  and
its  approval  by  stockholders  as  described  below.  A form  of the  Proposed
Amendment is attached as Exhibit A. If approved by  stockholders,  except as set
forth in the Proposed Amendment, the Advisory Agreement will remain unchanged in
all substantive respects and will remain in full force and effect.

     Current Fee and  Proposed  Fee.  The Adviser is paid a quarterly  fee at an
annual rate of 0.75% of the Fund's  average  month-end net assets ("Net Assets")
up to and including  $50 million,  and 0.625% of the Net Assets in excess of $50
million.  This is the  same  advisory  fee  set  when  the  Fund  was  initially
established in 1986. The Proposed  Amendment to the Advisory  Agreement provides
for the  Adviser to receive  investment  advisory  fees,  payable on a quarterly
basis,  at the  annualized  rate of 1.125% of the Net Assets up to and including
$150  million;  1.00% of the Net Assets  between $150 million and $300  million;
and,  0.875% of the Net Assets in excess of $300 million (the  "Proposed  Fee").
Based on the Fund's total Net Assets of approximately $441 million as of May 26,
2006,  the new average  advisory  fee would be  approximately  100 basis  points
(1.00%) of total Net  Assets,  an  increase  of  approximately  36 basis  points
(0.36%)  above the current  average  advisory fee of 64 basis points  (0.64%) of
total Net Assets.  This represents a 56.25% increase in advisory fees.

     The  Proposed  Amendment  does not  contemplate  any other  changes  to the
Advisory Agreement.


     For the fiscal year ended March 31, 2006, the Fund paid total advisory fees
to the Adviser of $2,646,358  based on the current  advisory fee descibed above.
If the  Proposed  Fee had been in effect  during the fiscal year ended March 31,
2006, the Adviser would have received total advisory fees of approximately  $4.2
million,  or an average advisory fee of approximately 1.00% of total Net Assets,
which would represent an increase of $1.56 million based on the Fund's total Net
Assets of  approximately  $440 million as of March 31, 2006. This 36 basis point
increase  over  the  prior  64  basis  point  average  advisory  fee is a 56.25%
increase. If the Proposed Amendment is approved by stockholders, the increase in
advisory  fees would  reduce the Fund's net  returns  because the Fund will have
higher expenses than it currently does.

     Fees and  Expenses.  The  following  expense  table and  example  provide a
comparison of the Fund's annual operating expenses based on total Net Assets for
the fiscal  year ended March 31,  2006,  as reported to the Board at the meeting
held on April 24,  2006,  and pro forma  expenses  showing  these same  expenses
adjusted for the proposed advisory fee increase.




                                  Table of Fees
                              Current and Pro Forma

         Annual Expenses (as a percentage of net assets attributed to common shares)

                                 Current              Pro Forma
                  --------------------------------------------------------------
                                                  
Advisory Fees.....................0.64%..................1.00%
Other Expenses (1)................0.38%..................0.38%
Total Annual Expenses.............1.02%..................1.38%



     (1) "Other Expenses" are based on estimated  amounts for the current fiscal
year.  Approximately  0.23% of the "Other  Expenses"  relate to  administration,
transfer agency and custodian fees.


                                Table of Expenses
                              Current and Pro Forma

The table below demonstrates the expenses on a $1,000 investment,  assuming a 5%
annual return:

                                                    
                               1 year     3 years    5 years    10 years
------------------------------ ---------- ---------- ---------- ------------
Current                        $10.41     $32.47     $56.30     $124.59
------------------------------ ---------- ---------- ---------- ------------
Pro forma                      $14.06     $43.70     $75.49     $165.42



The purpose of the table is to assist you in understanding  the expenses that an
investor  will bear.  The assumed 5% annual  return is not a prediction  of, and
does not represent, the projected or assumed actual performance of the Fund. The
example should not be considered a representation  of future expenses and actual
expenses may be greater or lower than those shown.

     Fund Performance. In determining whether or not to approve the Proposed Fee
and Proposed Amendment, the Board considered the past performance of the Adviser
as investment  adviser to the Fund. The Board  specifically  reviewed the Fund's
performance for the periods set forth below:







-----------------------------------------------------------------------------------------
                                  TOTAL RETURN

                              as of March 31, 2006
---------------------------------------- ---------- --------- -------- -------- ---------

                                          6 Mos.      1 Yr     3 Yr     5 Yr     10 Yr

                                                                  
First Financial Fund's NAV                 8.6%      15.8%     26.6%    25.2%    19.4%
S&P 500 Index                               6.4       11.7     17.2      4.0      8.9
NASDAQ Composite*                           9.3       18.0     21.1      5.3      8.0
NASDAQ Banks*                               7.0       9.1      14.1     11.4      11.9
SNL Thrifts*                                8.8       9.5      14.9     13.4      15.8
SNL Finance REIT*                           4.4       -3.8     15.6     23.6      12.9
--------------------------------------- ---------- --------- -------- -------- ---------


     Sources:   Lipper  Analytical  Services,  Inc.  and  Wellington  Management
     Company, LLP

     *Principal Only

     Periods Greater than one year are annualized

(1) The S&P 500  Index is a  capitalization-weighted  index of 500  stocks.  The
index is designed to measure  performance of the broad domestic  economy through
changes  in the  aggregate  market  value of 500 stocks  representing  all major
industries.

(2) The NASDAQ  Composite Index is a broad-based  capitalization-weighted  index
that  measures all NASDAQ  domestic and  international  based common type stocks
listed on The Nasdaq Stock Market.

(3) The NASDAQ  Bank  Index is a  broad-based  capitalization-weighted  index of
domestic  and  foreign  common  stocks of banks  that are  traded on the  Nasdaq
National MarketSystem (Nasdaq/NMS) as well as the SmallCap Market.

(4) The SNL  Thrift  Index  is a  sector-specific  thrift  index  that  includes
publicly-traded  (NYSE, AMEX,  NASDAQ) thrifts in SNL's coverage  universe.  SNL
Financial is an  information  and research  firm  specializing  in the financial
information marketplace.

(5) The SNL Finance REIT Index is a sector-specific real estate investment trust
index that includes  publicly-traded  (NYSE,  AMEX, NASDAQ, OTC BB, Pink Sheets)
investment  companies with the following primary focuses:  MBS  (mortgage-backed
security)  REIT,  Mortgage  REIT and  Specialty  Finance REIT in SNL's  coverage
universe.



Discussion Regarding the Board of Directors' Approval of the Investment Advisory
Contract.

As noted above,  the Adviser has entered into the  Advisory  Agreement  with the
Fund pursuant to which the Adviser is responsible for managing the Fund's assets
in accordance with its investment objectives, policies and limitations. The 1940
Act requires that the Board,  including a majority of the Independent Directors,
annually approve the terms of the Advisory  Agreement.  At a regularly scheduled
meeting held on April 24, 2006, the Directors,  by a unanimous vote (including a
separate  vote  of the  Independent  Directors),  approved  the  renewal  of the
Advisory Agreement, including the Proposed Amendment.

     Factors Considered.  Generally, the Board considered a number of factors in
renewing the Advisory Agreement  including,  among other things, (i) the nature,
extent and quality of services to be furnished by the Adviser to the Fund;  (ii)
the investment  performance of the Fund compared to relevant  market indices and
the  performance  of comparable  closed-end  funds;  (iii) the advisory fees and
other expenses paid by the Fund;  (iv) the  profitability  to the Adviser of its
investment  advisory  relationship  with  the  Fund;  (v) the  extent  to  which
economies of scale are realized and whether fee levels  reflect any economies of
scale;  (vi) support of the Adviser by the Fund's  principal  stockholders;  and
(vii) the historical  relationship  between the Fund and the Adviser.  The Board
also reviewed the ability of the Adviser to provide  investment  management  and
supervision  services  to the Fund,  including  the  background,  education  and
experience  of the key  portfolio  management  and  operational  personnel,  the
investment  philosophy and decision-making  process of those professionals,  and
the ethical standards maintained by the Adviser.


     Deliberative  Process. To assist the Board in its evaluation of the quality
of the Adviser's  services and the  reasonableness of the Proposed Fee under the
Advisory  Agreement,  the Board  received a memorandum  from  independent  legal
counsel to the Independent  Directors  discussing the factors generally regarded
as appropriate to consider in evaluating  investment  advisory  arrangements and
the duties of directors in approving such  arrangements.  In connection with its
evaluation,  the Board also requested and received various materials relating to
the Adviser's investment services under the Advisory Agreement.  These materials
included a report  prepared  by an  independent  consultant,  Lipper  Analytical
Services,  Inc. ("Lipper"), comparing the Fund's performance,  advisory fees and
expenses  to a  group  of six  non-leveraged,  closed-end  sector  equity  funds
determined to be similar  (although the  investment  strategies of the funds are
not  similar) to the Fund  (called the "Peer  Group") and a broader  universe of
thirty-eight  closed-end  sector equity funds (called the  "Universe"),  in each
case as  determined  by Lipper.  In  addition,  the Board  received  reports and
presentations from the Adviser that described, among other things, the Adviser's
organizational structure,  financial condition,  internal controls, policies and
procedures on brokerage practices, soft-dollar commissions and trade allocation,
comparative investment performance results,  comparative  sub-advisory fees, and
compliance  policies  and  procedures.  The Board  also  considered  information
received from the Adviser throughout the year, including investment  performance
and returns as well as stock price and net asset value.

     In advance of the April 24, 2006 meeting,  the  Independent  Directors held
two special  telephonic  meetings  with counsel to the Fund and the  Independent
Directors.  The  purpose of these  meetings  was to discuss  the  renewal of the
Advisory Agreement and the Proposed Fee, and to review the materials provided to
the Board by the Adviser in connection with the annual review process. The Board
held additional  discussions at the April 24, 2006 Board meeting, which included
a private session among the Independent  Directors and their  independent  legal
counsel at which no employees or  representatives  of the Adviser were  present.
These meetings were preceded by  discussions  which occurred over several months
between the Adviser and the Board's  independent  Chairman,  as well as multiple
informal discussions among the Independent Directors, regarding the terms of the
Proposed Fee.

     The information  below summarizes the Board's  considerations in connection
with its  approval of the Advisory  Agreement  and the  Proposed  Amendment.  In
deciding to approve the Advisory Agreement and the Proposed Amendment, the Board
did not  identify  a single  factor as  controlling  and this  summary  does not
describe all of the matters considered.  However,  the Board concluded that each
of the various factors referred to below favored such approval.

     Nature,  Extent and Quality of the  Services  Provided;  Ability to Provide
     Services.  The Board received and considered  various data and  information
     regarding the nature,  extent and quality of services  provided to the Fund
     by the Adviser  under the Advisory  Agreement.  The  Adviser's  most recent
     investment  adviser  registration  form  on  the  Securities  and  Exchange
     Commission's  Form ADV was provided to the Board,  as were the responses of
     the  Adviser  to  information  requests  submitted  to the  Adviser  by the
     Independent  Directors through their  independent legal counsel.  The Board
     reviewed and analyzed the materials,  which included  information about the
     background,  education  and  experience  of  the  Adviser's  key  portfolio
     management and operational personnel and the amount of attention devoted to
     the Fund by the Adviser's portfolio  management  personnel.  The Board also
     reviewed the Adviser's  policies and procedures on side-by-side  management
     of hedge funds and other  accounts and any impact these have on the success
     of the  Fund.  The  Board  was  satisfied  that  the  Adviser's  investment
     personnel,  including  Nicholas C. Adams,  the Fund's  principal  portfolio
     manager,  devote an  adequate  portion of their time and  attention  to the
     success  of the  Fund  and its  investment  strategy.  Based  on the  above
     factors,  the Board  concluded  that it was  generally  satisfied  with the
     nature,  extent and quality of the investment advisory services provided to
     the Fund by the  Adviser,  and that the  Adviser  possessed  the ability to
     continue to provide these services to the Fund in the future.


     Investment Performance.  The Board considered the investment performance of
     the Fund since  inception,  as  compared to both  relevant  indices and the
     performance of two comparable  closed-end  financial  services  funds.  The
     Board noted favorably that for the one-, three-, five-, ten-year, and since
     inception  periods ended  December 31, 2005, the Fund's  performance  based
     upon total return  outperformed the Standard & Poor's 500 Index, the Fund's
     primary relevant  benchmark,  as well as the NASDAQ  Composite,  the NASDAQ
     Banks Index,  the SNL Thrift  Index,  and the SNL Finance  REIT Index,  the
     Fund's  secondary  benchmarks.  The Board  acknowledged  that the Fund also
     outperformed the two most comparable  closed-end  financial  services funds
     over the three-,  five- and ten-year periods. The Board also noted that the
     Fund received a Lipper 2005 Performance  Achievement  Certificates based on
     its number one ranking in the Lipper  Closed-End  Equity  Fund  Performance
     Analysis for Sector Equity Funds for the ten-year  period  ending  December
     31, 2005.

     The  Board  also  considered  the  investment  performance  of the  Fund as
     compared to the  performance of the Fund's  Universe.  The Board noted that
     the Fund ranked  number one in  performance  based upon total return of the
     net asset value versus the returns of comparable  funds in the Universe for
     the four- and  five-year  periods ended  February 28, 2006.  The Board also
     noted that the Fund's  performance  had ranked in the last quintile  (i.e.,
     the bottom 20% of the funds in the Universe) for the one-year  period ended
     February 28, 2006 despite its total return of 10.77% during the period. The
     Board  attributed  the relatively low  comparative  performance  during the
     one-year  period  to the  large  number of  energy  and  commodities  funds
     included  in the  Universe,  noting  that  these  funds had both  different
     investment  strategies than the Fund and experienced  extraordinary returns
     during the  period.  The Board  ascribed  greater  weight to the  long-term
     performance of the Fund against its benchmarks and other financial services
     funds.

     Proposed Fee Increase,  Costs of Services  Provided and Profits Realized by
     the  Adviser.  During its  deliberative  process,  the Board  held  several
     discussions with members of senior  management of the Adviser regarding the
     factors driving the proposed fee increase.  The Board was informed that the
     fee increase was principally attributable to (i) the high market demand for
     Mr.  Adams'  portfolio  management  services,  and  (ii)  increases  in the
     Adviser's costs of attracting and retaining talented individuals to work on
     Mr. Adams' investment team.

     The Adviser  indicated that Mr. Adams has been "closed" to new accounts for
     some  time,  and that  historically  he had  limited  the size of the other
     portfolios  he managed  to  accommodate  his  investment  style,  which has
     limited  capacity.  The  Adviser  informed  the  Board  that Mr.  Adams was
     reducing the number of portfolios he managed,  and that certain  portfolios
     for  other  clients  were  being   liquidated  as  a  result.   After  such
     liquidation, Mr. Adams will manage only five portfolios, which, in addition
     to the Fund,  will  consist  of onshore  and  offshore  portfolios  for two
     "hedge" fund approaches sponsored by the Adviser or its affiliates (each of
     which is also currently  closed to new investors in the portfolios  managed
     by Mr. Adams).  The Adviser  indicated that the fee increase would be used,
     in part, to compensate  Mr. Adams and his  portfolio  management  team at a
     market  rate for  their  services.  The  Adviser  noted  that the  costs of
     attracting and retaining talented  investment  personnel had increased over
     the  last  several  years,  and that  certain  other  costs of the  Adviser
     (particularly in the area of compliance) had also increased significantly.


     In  evaluating  the Proposed  Fee, the Board  obtained a comparison  of the
     current  and  proposed  advisory  fees  to the  Peer  Group  and  to  other
     closed-end and open-end  financial services funds. The Board noted that the
     current advisory fee rate was the lowest in the Peer Group (at common asset
     levels),  and that the  Proposed Fee would be at the median fee rate in the
     Peer Group.  The Board also noted that the  Proposed Fee was lower than the
     fees  earned by the  Adviser  on the hedge fund  portfolios  managed by Mr.
     Adams,  which include  performance-based  fees. The Board acknowledged that
     the  increased  advisory  fees would result in the Fund's  overall  expense
     ratio rising above the median  expense ratio for the Peer Group.  The Board
     concluded that the Proposed Fee seemed  reasonable as compared to similarly
     situated non-leveraged,  closed-end sector equity funds as well as the fees
     earned by the Adviser on other portfolios managed by Mr. Adams.

     The Board also obtained information  regarding the overall profitability of
     the Adviser. The profitability information was obtained to assist the Board
     in determining the overall benefits to the Adviser from its relationship to
     the Fund.  The Board compared the overall  profitability  of the Adviser to
     the profitability levels of certain  publicly-traded  investment management
     firms. Based on its analysis of this information, the Board determined that
     the overall  level of profits  earned by the Adviser  does not appear to be
     unreasonable  based on the  profitability  of other  investment  management
     firms and the quality of the services rendered by the Adviser.

     Based on these factors, the Board concluded that the Proposed Fee under the
     Advisory  Agreement  was  reasonable  and fair in light of the  nature  and
     quality of the services provided by the Advisers.

     Economies of Scale. The Board considered  whether there have been economies
     of scale with respect to the  management of the Fund,  whether the Fund has
     appropriately  benefited  from any  economies  of scale,  and  whether  the
     Proposed  Fee is  reasonable  in  relation  to the  Fund's  assets  and any
     economies of scale that may exist.  The Board noted that the stock dividend
     paid by the Fund in December 2005 did not significantly decrease the Fund's
     Net Assets as it has in the recent  years,  as the Fund was not required to
     pay out  significant  amounts of cash to its  stockholders in the form of a
     cash dividend. While the Fund does not currently intend to raise Net Assets
     through the offer and sale of additional  securities,  the Board recognized
     that stock dividends may be declared in the future, which would keep assets
     in the  Fund  and  have  little  effect  on the  level  of Net  Assets.  In
     negotiating  the  Proposed  Fee, the Board  required  that the fee schedule
     include  breakpoints.  The  Board  concluded  that the  breakpoints  in the
     Proposed Fee are  acceptable  and  appropriately  reflect any  economies of
     scale  expected to be realized by the Adviser in managing the Fund's assets
     if the Net  Assets  increase  due to the  issuance  of stock  dividends  or
     otherwise.

     Stockholder  Support and Historical  Relationship  with the Fund. The Board
     also weighed in on the views of the Fund's largest stockholders,  which are
     affiliated with the family of Mr. Stewart R. Horejsi. As of March 31, 2006,
     the Lola Brown Trust No. 1B and other entities  affiliated with the Horejsi
     family held  approximately  38.36% of the Fund's outstanding common shares.
     The  Board  understands  from  Mr.  Horejsi  that  these  stockholders  are
     supportive of the Adviser, the Proposed Fee and the renewal of the Advisory
     Agreement, and that these stockholders intend to vote their shares in favor
     of the  Proposed  Amendment.  The Board  also  noted  that the Fund had not
     received any negative feedback from other Fund stockholders with respect to
     the levels of investment  management  fees and expenses  experienced by the
     Fund. The Board recognized that the Fund's stock price as of March 31, 2006
     was $16.51,  which represented a 5% premium over the Fund's net asset value
     of $15.67 on that date, which the Board believes reflects the confidence of
     the Fund's stockholders in the Adviser.


     Approval.  The Board  based its  decision  to  approve  the  renewal of the
Advisory  Agreement on a careful  analysis,  in  consultation  with  independent
counsel,  of the  above  factors  as well as other  factors.  In  approving  the
Advisory Agreement, the Board concluded that the terms of the Advisory Agreement
are reasonable and fair and that renewal of the Advisory  Agreement,  as amended
by the  Proposed  Amendment,  is in the  best  interests  of the  Fund  and  its
stockholders.

     Investment Advisory Agreement. The current Advisory Agreement, dated May 1,
1986,  was last approved by the Board on April 26, 2005 by unanimous vote of the
Board  (including  a  separate  vote of the  Independent  Directors).  Under the
Advisory Agreement,  the Adviser is primarily  responsible,  among other duties,
for  managing the  investment  and  reinvestment  of the Fund's  assets,  making
investment  decisions,  supplying  investment research and portfolio  management
services,  placing  purchase  and sale orders for  portfolio  transactions,  and
providing the Fund and its Directors with regular reports of investment activity
and statistical data. The Advisory Agreement also provides that the Adviser will
bear all expenses in connection  with  performing  its duties under the Advisory
Agreement.

     The Advisory  Agreement provides that the Adviser will not be liable to the
Fund for  losses,  claims,  and  expenses  not caused by the  Adviser's  willful
misfeasance,  bad faith,  or gross  negligence on its part in the performance of
its duties or from reckless  disregard by it of its obligations and duties under
the Advisory Agreement.

     The Advisory Agreement was for an initial two-year period and continues for
successive  annual periods  thereafter  provided such continuance is approved at
least  annually  by (a) a  majority  of the  Directors  who are not  "interested
persons" of the Fund (as that term is defined in the 1940 Act) and a majority of
the  full  Board  of  Directors  or (b) a  majority  of the  outstanding  voting
securities of the Fund (as defined in the 1940 Act).  The Advisory  Agreement is
terminable,  without  penalty,  on 60 days'  written  notice by the Board or the
Adviser upon written notice to the other. The Advisory  Agreement will terminate
automatically upon its assignment (as defined in the 1940 Act).

     Wellington  Management Company, LLP. The Adviser is one of America's oldest
investment management firms. Based in Boston, Massachusetts, with nine affiliate
offices  in the  United  States and  around  the  world,  the  Adviser  provides
investment   services  to  many  of  the  world's  leading  public  and  private
institutions.  As of March  31,  2006,  the  Adviser  had  client  assets  under
management  totaling over $542 billion.  The Adviser provides  investment advice
and, in general,  conducts the  management  and  investment  program of the Fund
under the  supervision  of the Board and pursuant to the  Advisory  Agreement as
discussed above. The Adviser is owned by its 95 partners, all of whom are active
members of the firm.  The  principal  executive  officers of the Adviser are set
forth in the table below.  The business  address of each person  listed below is
Wellington  Management  Company,  LLP, 75 State  Street,  Boston,  Massachusetts
02109:

                          Principal Executive Officers



                                              
Name                                             Title
--------------------------------------------------------------------------------
Nicholas C. Adams                                Partner
Paul Braverman                                   Partner and Chief Financial Officer
Laurie A. Gabriel                                Managing Partner
Paul J. Hamel                                    Partner
James P. Hoffmann                                Partner
Saul J. Pannell                                  Partner
John R. Ryan                                     Managing Partner
Perry M. Traquina                                Managing Partner, President, and CEO
Cynthia M. Clarke                                Partner and Chief Legal Officer
Philip H. Perelmuter                             Partner
Selwyn J. Notelovitz                             Chief Compliance Officer
Thomas L. Pappas                                 Partner




     Required Vote.  Approval of the Proposed Amendment requires the affirmative
vote of the holders of a majority of the Fund's  outstanding  voting  securities
(which for this purpose and under Section 2a-42 of the 1940 Act means the lesser
of (i) 67% of the Fund's shares  represented at a meeting at which more than 50%
of  the  outstanding  shares  are  represented  or  (ii)  more  than  50% of the
outstanding voting shares of the Fund (a "40 Act Majority").

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

                       SUBMISSION OF STOCKHOLDER PROPOSALS

     The Fund's Bylaws  require  stockholders  wishing to nominate  Directors or
make  proposals to be voted on at the Fund's annual meeting to provide notice of
the nominations or proposals in writing  delivered to the Secretary of the Fund.
The Secretary  must receive the nomination or proposal not less than 120 days in
advance of the anniversary of the date of the Fund's proxy statement released to
stockholders in connection with the previous year's annual meeting.  In order to
be considered at the Fund's 2007 annual  meeting,  stockholder  nominations  and
proposals  must be received by the Fund no later than  February 1, 2007 and must
satisfy the other  requirements of federal  securities laws. Any such nomination
or proposal by a stockholder  shall also set forth the  information  required by
the Fund's By-laws with respect to each matter the stockholder proposes to bring
before  the  annual  meeting.  The  chairperson  of the  Meeting  may  refuse to
acknowledge a nomination or other proposal by a stockholder  that is not made in
the manner described above.

                             ADDITIONAL INFORMATION

     INDEPENDENT  ACCOUNTANTS.  The Audit Committee of the Board,  consisting of
those Directors who are not  "interested  persons" (as defined in the 1940 Act),
will select the Fund's independent accountants for the Fund's fiscal year ending
March 31, 2007 at the Board's regularly scheduled meeting in July 2006. KPMG LLP
("KPMG"),  99  High  Street,  Boston,   Massachusetts   02110-2371,   served  as
independent accountants for the Fund for the Fund's fiscal year ending March 31,
2006.  A  representative  of KPMG 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.

     PricewaterhouseCoopers  LLP ("PWC"), 1177 Avenue of the Americas, New York,
NY 10036, served as independent  accountants for the Fund from February 18, 1997
to January 22,  2004.  PWC  resigned  as  independent  accountants  for the Fund
effective January 22, 2004.  During the two fiscal years  immediately  preceding
PWC's resignation,  there had been no disagreements with such accountants on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope or  procedure  and PWC's  reports  on the  financial  statements
contained no adverse  opinion or  disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.


     Set forth  below are audit fees and  non-audit  related  fees billed to the
Fund for  professional  services  received from KPMG for the Fund's fiscal years
ended March 31, 2005 and 2006, respectively.




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

                                                                                             
                  3/31/2005              $25,600                $0                 $6,000                $0

                  3/31/2006              $25,200                $0                 $6,000                $0


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

     The Audit Committee  Charter requires that the Audit Committee  pre-approve
all audit and 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  ("affiliates") that provide on-going
services to the Fund, if the engagement  relates  directly to the operations and
financial reporting of the Fund, or to establish detailed  pre-approval policies
and procedures for such services in accordance with applicable  laws. All of the
audit,  audit-related and tax services described above for which KPMG billed the
Fund fees for the fiscal  years  ended  March 31,  2005 and March 31,  2006 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.

     KPMG has  informed  the Fund that it has no direct  or  indirect  financial
interest in the Fund. For the Fund's fiscal year ended March 31, 2006,  KPMG Tax
Advisers  of Dublin,  Ireland  performed  VAT tax  consulting  services  for the
Adviser.  For the twelve months ended March 31, 2006, the Adviser paid $4,860 to
KPMG Tax Advisers for their services.

     SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING  COMPLIANCE.  Section 16(a) of
the 1934 Act and Section 30(h) of the 1940 Act requires 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.  A proxy which is properly  executed and
returned  accompanied by instructions to withhold authority to vote represents a
broker  "non-vote"  (i.e.,  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). Proxies that reflect abstentions or broker
non-votes  (collectively  "abstentions")  will be  counted  as  shares  that are
present and  entitled  to vote on the matter for  purposes  of  determining  the
presence of a quorum.  In circumstances  where the vote to approve a matter is a
percentage of votes cast (e.g.,  Proposal 1),  abstentions  do not  constitute a
vote "for" or "against" the proposal and will be disregarded in determining  the
"votes cast" on the proposal.

     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.


--------------------------------------------------------------------------------
IT IS  IMPORTANT  THAT  PROXIES BE RETURNED  PROMPTLY.  STOCKHOLDERS  WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE  THEREFORE  URGED TO COMPLETE,  SIGN,  DATE AND
RETURN  ALL  PROXY  CARDS  AS  SOON AS  POSSIBLE  IN THE  ENCLOSED  POSTAGE-PAID
ENVELOPE.
--------------------------------------------------------------------------------




Exhibit A

                               FIRST AMENDMENT TO
                         INVESTMENT ADVISORY AGREEMENT


     This   First   Amendment   to   Investment   Advisory   Agreement,    dated
______________,  2006, is entered into by FIRST FINANCIAL FUND, INC., a Maryland
corporation (the "Fund") and WELLINGTON MANAGEMENT COMPANY, LLP, a Massachusetts
limited liability partnership (the "Adviser").

     WHEREAS,  the Fund and the  Adviser  entered  into an  Investment  Advisory
Agreement (the "Agreement"), dated May 1, 1986; and

     WHEREAS, the Fund and the Adviser wish to amend the Agreement to reflect an
increase  in  the  fee  payable  by the  Fund  to the  Adviser  pursuant  to the
Agreement; and

     NOW, THEREFORE,  the parties hereto,  intending to be legally bound, hereby
agree as follows:

     The first  sentence  of  paragraph  3 of the  Agreement  is  amended in its
entirety to read as set forth below:

          For the services to be rendered by the Investment  Adviser as provided
          in  Sections  1 and 2 of this  Agreement,  the Fund  shall  pay to the
          Investment  Adviser,  as promptly as  possible,  after the last day of
          each quarter, a fee at the annual rate of 1.125% of the Fund's average
          net assets,  based on the net assets on the last  business day of each
          month  ("average  month-end  net  assets"),  on net  assets  up to and
          including  $150  Million;  1.00% of the Fund's  average  month-end net
          assets in excess of $150 Million and up to and including $300 Million;
          and 0.875% of the  Fund's  average  month-end  net assets in excess of
          $300 Million.

     The  Agreement  shall remain  unchanged and in full force and effect in all
other respects.

     IN WITNESS  WHEREOF,  the undersigned have executed this First Amendment to
the Investment Advisory Agreement as of the date and year first written above.



FIRST FINANCIAL FUND, INC., a
Maryland Corporation



By: ___________________________

 Stephen C. Miller
Its: President



WELLINGTON MANAGEMENT
COMPANY, LLP, a Massachusetts limited
liability partnership





By: ______________________________




                                      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 Thomas V. Finnerty,  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 24, 2006, 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  nominees  for  Director  and "FOR"
Proposal 2 as more fully described in the Proxy Statement.

The undersigned hereby acknowledges  receipt of the Notice of Annual Meeting and
Proxy Statement, which are incorporated herein. 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 Annual 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
PROPOSALS 1 AND 2.

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

                                                                                             

------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
             Election  of  Directors:   Nominees  are  Richard  I.  Barr,  FOR____     WITHHOLD___       FOR ALL EXCEPT ___
 1.          Dennis R. Causier,  Susan L. Ciciora,  Dr. Dean L. Jacobson,
             and Joel W. Looney.
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
----------------------------------------------------------------------------------------------------------------------------------

Instruction:  If you do not wish your shares voted "for" a  particular  nominee,
mark the "For All  Except"  box and  strike a line  through  the  name(s) of the
nominee(s). Your shares will be voted "For" the remaining nominee(s).

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ELECTION OF ALL THE NOMINEES
----------------------------------------------------------------------------------------------------------------------------------
-------------- ----------------------------------------------------------- ----------- ----------------- -------------------------
2.             Approval of the continuance  of, and a proposed  amendment  FOR___      AGAINST ___       ABSTAIN ___
               to, the  investment  advisory  agreement  with  Wellington
               Management Company, LLP
-------------- ----------------------------------------------------------- ----------- ----------------- -------------------------
----------------------------------------------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY RECOMMENDS THAT THE 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:
                   -------------------------