Edgar Filing: FIRST FINANCIAL FUND INC

(File No. 811-04605)

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. __)

Filed by the 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 SS.240.14a-12

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

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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 transaction applies:

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2) Aggregate number of securities to which transaction applies:

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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 identify 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:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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FIRST FINANCIAL FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To our Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Meeting")
of First Financial Fund, Inc. ("Fund") will be held on August 30, 2001 at 10:00
a.m., at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey
07102-4077 for the following purposes:

(1) To elect one Director to serve until 2004; and

(2) To consider and act upon any other business as may properly come
before the Meeting or any adjournments thereof.

Only holders of common stock of record at the close of business on June 4,
2001 are entitled to notice of and to vote at the Meeting.

By order of the Board of Directors,

/s/ Arthur J. Brown
----------------------------------
ARTHUR J. BROWN
SECRETARY
Dated: June 26, 2001

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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.

STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY STOCKHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED FORM OF PROXY, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.

TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN VOTING YOUR PROXY PROMPTLY, NO MATTER HOW LARGE OR SMALL
YOUR HOLDINGS MAY BE.
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FIRST FINANCIAL FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077

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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
AUGUST 30, 2001

INTRODUCTION

This Proxy Statement is furnished to the stockholders of First Financial
Fund, Inc. ("Fund") by the Board of Directors of the Fund in connection with the
solicitation of stockholder votes by proxy to be voted at the Annual Meeting of
Stockholders ("Meeting") to be held on August 30, 2001 at 10:00 a.m. at Gateway
Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077 or any
adjournments thereof. The matters to be acted upon at the Meeting are set forth
in the accompanying Notice of Annual Meeting.

If the enclosed form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. A proxy may nevertheless be revoked at any time prior
to its use by written notification received by the Fund, by the execution of a
subsequently dated proxy or by attending the Meeting and voting in person.
However, if no instructions are specified on a proxy, shares will be voted "FOR"
the election of the nominee for Director and "FOR" or "AGAINST" any other
matters acted upon at the Meeting in the discretion of the persons named as
proxies.

The close of business on June 4, 2001 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
Meeting ("Record Date"). On that date, the Fund had 25,064,976 shares of common
stock outstanding and entitled to vote. Each share will be entitled to one vote
at the Meeting. It is expected that the Notice of Annual Meeting, Proxy
Statement and form of proxy first will be mailed to stockholders on or about
June 28, 2001.

The solicitation is made primarily by the mailing of this Proxy Statement
and the accompanying proxy. Supplementary solicitations may be made, without
cost to the Fund, by mail, telephone, telegraph or in person by regular
employees of Prudential Investments Fund Management LLC, the Fund's
administrator ("Administrator"), or the Administrator's affiliate, Prudential
Securities Incorporated ("Prudential Securities"). All expenses in connection
with preparing this Proxy Statement and its enclosures, and additional
solicitation expenses including reimbursement of brokerage firms and others for
their expenses in forwarding proxy solicitation material to the beneficial
owners of shares, will be borne by the Fund. In addition, the Fund has retained
Georgeson Shareholder Communications Inc., a proxy solicitation firm, at a cost
of approximately $6,000, to solicit stockholders on behalf of the Fund.

The presence at the Meeting, in person or by proxy, of stockholders
entitled to cast a majority of the Fund's outstanding common stock is required
for a quorum. The affirmative vote of a majority of the Fund's outstanding
common stock is required to elect a Director. In the event that a quorum is
present at the Meeting but sufficient

votes to approve the proposed item are not received, the persons named as
proxies may propose one or more adjournments of such Meeting to permit further
solicitation of proxies. Any such adjournments will require the affirmative vote
of a majority of those shares present at the Meeting or represented by proxy. In
such case, the persons named as proxies will vote those proxies which they are
entitled to vote in favor of such item "FOR" such an adjournment, and will vote
those proxies required to be voted against such item "AGAINST" such an
adjournment. A stockholder vote may be taken on the nomination in this Proxy
Statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.

Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and with respect to which the broker does not
have discretionary voting authority. Abstentions and broker non-votes will be
counted as shares present for purposes of determining whether a quorum is
present. Accordingly, abstentions and broker non-votes effectively will be a
vote against any adjournment, but will have no effect on the election of the
Director because the required vote is a set percentage of the Fund's outstanding
common stock.

Except as set forth below, as of June 4, 2001, the Fund does not know of
any other person who owns beneficially or of record 5% or more of the
outstanding common stock of the Fund.

SHAREHOLDER* NUMBER OF SHARES OWNED+ PERCENTAGE OF SHARES++
------------ ----------------------- ----------------------

Ernest Horejsi Trust No. 1B 1,795,100 7.16%
Lola Brown Trust No. 1B 2,550,200 10.17%
Mildred B. Horejsi Trust 1,922,400 7.67%
Stewart R. Horejsi Trust No. 2 1,697,900 6.77%
Susan L. Ciciora Trust 1,359,800 5.43%
John S. Horejsi Trust 100 .00040%
Badlands Trust Company 1,359,900** 5.43%**

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+ This information is based solely on a joint Schedule 13D filed April 19,
2001 by these entities along with Stewart R. Horejsi, reporting aggregate
holdings of 9,325,500 shares or 37.87% of the Fund's outstanding shares by
these entities as of April 12, 2001 and indicating that, because of the
relationships between Mr. Horejsi and the entities, Mr. Horejsi may be
deemed to share indirect beneficial ownership of such shares. Due to these
relationships, all of the entities and Mr. Horejsi could be viewed as a
group and will hereinafter be referred to as the "Horejsi Group." Because
some of the shares reported above may be deemed to be beneficially owned by
more than one entity within the Horejsi Group, the aggregate number and
percentage of shares owned are less than the sum total shown for each
individual owner.

++ This information is calculated by dividing the number of shares owned by
the shareholder by the total number of Fund shares outstanding as of the
Record Date.

* The address of each of these entities is c/o Badlands Trust Company, 614
Broadway, P.O. Box 801, Yankton, South Dakota 57078.

** Badlands Trust Company has shared voting and shared dispositive power over
the shares held by the Susan L. Ciciora Trust and the John S. Horejsi Trust
(which both have sole voting and sole dispositive power over such shares).
Thus, Badlands Trust Company may be considered the indirect beneficial
owner of such shares. All other shares reported in the table above are held
directly with sole voting and dispositive power by the entity indicated.

In addition, the Directors and officers of the Fund, in the aggregate,
owned less than 1% of the Fund's outstanding common stock as of June 4, 2001.

STOCKHOLDERS MAY OBTAIN A FREE COPY OF THE FUND'S MOST RECENT ANNUAL REPORT
BY CALLING EQUISERVE, L.P. TOLL-FREE AT (800) 451-6788 OR BY MAILING A WRITTEN
REQUEST TO BFC C/O EQUISERVE, L.P., P.O. BOX 43011, PROVIDENCE, RHODE ISLAND
02940-3011.

ELECTION OF DIRECTOR

PROPOSAL

The Board of Directors is divided into three classes with each class
serving for a term of three years and until their successors are elected and
qualified. The classification of the Fund's Directors helps to promote the
continuity and stability of the Fund's management and policies because the
majority of the Directors at any given time will have prior experience as
Directors of the Fund. At least two stockholder meetings, instead of one, are
required to effect a change in a majority of the Directors, except in the event
of vacancies resulting from removal for cause or other reasons, in which case
the remaining Directors may fill the vacancies so created.

The Board has voted to nominate Mr. Richard I. Barr as a Class III Director
for the term expiring in 2004. Mr. Barr was informally proposed as a potential
nominee by Stewart R. Horejsi on behalf of the Horejsi Group in a December 20,
2000 letter to the Board of Directors. In a subsequent letter dated February 28,
2001, the Ernest Horejsi Trust No. 1B, a member of the Horejsi Group, formally
notified the Fund of its intention to nominate Mr. Barr for election as Director
at the 2001 meeting of stockholders in accordance with the Fund's By-Laws. The
Board's Nominating Committee met with Mr. Barr and determined to recommend that
the Board of Directors nominate him for the Class III Board seat open for
election at the annual meeting of stockholders. At the May 22, 2001, meeting of
the Board of Directors, the full Board approved Mr. Barr as its nominee for the
Meeting.

It is the intention of the persons named in the enclosed form of proxy to
vote in favor of the election of Mr. Barr as Director. Mr. Barr has consented to
be named in this Proxy Statement and to serve as Director if elected. The Board
of Directors has no reason to believe that Mr. Barr will become unavailable for
election as a Director, but if that should occur before the Meeting, the proxies
will be voted for such other nominee as the Board of Directors may recommend.

None of the Directors is related to one another. The following tables set
forth certain information regarding each of the Directors of the Fund. Unless
otherwise noted, each of the Directors has engaged in the principal occupation
listed in the following table for five years or more.

INFORMATION REGARDING NOMINEE
FOR ELECTION AT 2001 ANNUAL MEETING

DOLLAR RANGE OF
NAME, AGE, POSITION WITH PRINCIPAL OCCUPATION DURING THE PAST FIVE FUND SHARES AS
FUND, TENURE, ADDRESS YEARS AND OTHER DIRECTORSHIPS OF JUNE 4, 2001
------------------------ ----------------------------------------- ---------------

CLASS III (TERM EXPIRING IN 2004, IF ELECTED)

Richard I. Barr (64) Formerly President and Director of $1-$10,000
NO CURRENT POSITION. Advantage Sales and Marketing
6831 East Solano Drive (1997-1999); President and Chief
Phoenix, Arizona 85061 Executive Officer of CBS Marketing
(1976-1997); President, Arizona Food
Brokers Association (1996); Director,
Association of Sales and Marketing
Companies (formerly National Food
Brokers Association) (1992-1998);
Director, St. Mary's Food Bank
(1990-1996); and currently Director,
Boulder Total Return Fund, Inc. (since
1999); and advisory board member of
Kansas University Business School and
Arizona State University.

INFORMATION REGARDING DIRECTORS
WHOSE CURRENT TERMS CONTINUE

DOLLAR RANGE OF
NAME, AGE, POSITION WITH PRINCIPAL OCCUPATION DURING THE PAST FIVE FUND SHARES AS
FUND, TENURE, ADDRESS YEARS AND OTHER DIRECTORSHIPS* OF JUNE 4, 2001
------------------------ ----------------------------------------- ---------------

CLASS I (TERM EXPIRING IN 2002)

ROBERT E. LA BLANC (67) President of Robert E. La Blanc $10,001-$50,000
DIRECTOR SINCE 1999. Associates, Inc. (information
323 Highland Avenue technologies consulting) (since 1981);
Ridgewood, New Jersey 07450 formerly Vice Chairman of Continental
Telecom, Inc. (1979-1981); formerly
General Partner at Salomon Brothers
(1969-1979); Director of Salient 3
Communications, Inc. (telecommunications),
Storage Technology Corp. (computer
equipment), Titan Corp. (electronics),
Chartered Semiconductor Manufacturing,
Ltd. (semiconductors) and The High Yield
Plus Fund, Inc.; Trustee of Manhattan
College; and Director or Trustee of 41
portfolios within the Prudential Fund
Complex.

EUGENE C. DORSEY (74) Retired. Formerly President, Chief $1-$10,000
DIRECTOR SINCE 1996. Executive Officer and Trustee, Gannett
2010 Harbourside Drive Foundation (now Freedom Gannett
Longboat Key, Florida 34228 newspapers and Vice President of Gannett
Co., Inc. (publishing) (1978-1981); past
Chairman, Forum) (1981-1989); former
publisher of four Independent Sector,
Washington, D.C. (national coalition of
philanthropic organizations) (1989-1992);
former Chairman of the American Council
for the Arts; former Director, Advisory
Board of Chase Manhattan Bank of
Rochester; Director of The High Yield
Plus Fund, Inc.; and Director or
Trustee of 47 portfolios within the
Prudential Fund Complex.

CLASS II (TERM EXPIRING IN 2003)

CLAY T. WHITEHEAD (62) President of Clay Whitehead Associates $50,001-$100,000
DIRECTOR SINCE 2000. (telecommunications) (since 1987) and
P.O. Box 8090 National Exchange 1983); Director of GTC
McLean, Virginia 22106 Telecom, Inc. (telecommunications),
Crosswalk.com Inc. (new business
development firm) (since May (website),
and The High Yield Plus Fund, Inc.; and
Director or Trustee of 59 portfolios
within the Prudential Fund Complex.

THOMAS T. MOONEY (59)** President of the Greater Rochester Metro $10,001-$50,000
PRESIDENT, DIRECTOR AND Chamber of Commerce (since 1976); former
TREASURER SINCE 1986. Rochester City Manager (1973); Trustee
55 St. Paul Street of Center for Governmental Research,
Rochester, New York 14604 Inc.; Director of Blue Cross of
Rochester, Executive Service Corps of
Rochester, Monroe County Water
Authority, and Monroe County Industrial
Development Corporation; President,
Director and Treasurer of The High Yield
Plus Fund, Inc.; Director or Trustee of
65 portfolios within the Prudential Fund
Complex.

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* Each current Director of the Fund, but not the nominee, Mr. Barr,
oversees four other portfolios within the Fund's "Fund Complex." The
Fund's Fund Complex consists of a group of investment companies and
series of investment companies that are advised by Wellington
Management Company, LLP, the Fund's investment adviser ("Investment
Adviser").

** Indicates an "interested person" of the Fund, as defined in the
Investment Company Act of 1940, as amended ("1940 Act"). Mr. Mooney is
deemed to be an "interested person" by reason of his service as an
officer of the Fund.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended
("1934 Act"), Section 30(f) of the 1940 Act and Securities and Exchange
Commission ("SEC") regulations thereunder, the Fund's officers and Directors,
persons owning more than 10% of the Fund's common stock and certain officers and
partners of the Investment Adviser are required to report their transactions in
the Fund's common stock to the SEC, the New York Stock Exchange and the Fund.
Based solely on the Fund's review of the copies of such reports received by it,
the Fund believes that, during its fiscal year ended March 31, 2001, all filing
requirements applicable to such persons were complied with except that Mr.
Mooney engaged in one transaction where he purchased shares of common stock of
the Fund that was not reported on a timely basis in a Form 4 filing. However,
this purchase was subsequently reported in a timely Form 5 filing.

BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The Board of Directors met six times during the Fund's fiscal year
ended March 31, 2001, and each Director attended at least 75% of the total
number of meetings of the Board and of any committee of which he was a member
during that year. The Board of Directors has an Audit Committee and a Nominating
Committee.

The Audit Committee acts pursuant to a written charter adopted by the
Board of Directors (attached as Appendix A) and is responsible for overseeing
the Fund's accounting and financial reporting policies, practices and internal
controls. The Audit Committee currently consists of Messrs. Dorsey, La Blanc,
McCorkindale and Whitehead, all of whom are independent as defined in Section
303.01 of the listing standards of the New York Stock Exchange. The Audit
Committee's duties are: (a) to review the financial and accounting policies of
the Fund, including internal accounting control procedures, and to review
reports prepared by the Fund's independent accountants; (b) to review and
recommend approval or disapproval of audit services and the fees charged for the
services; (c) to evaluate the independence of the independent accountants and to
recommend whether to retain the independent accountants for the next fiscal
year; and (d) to report to the Board of Directors and make such recommendations
as it deems necessary. The Audit Committee met once during the fiscal year ended
March 31, 2001. Each member of the Committee attended that meeting. In addition,
the Committee met on May 21, 2001 to review the Fund's material contracts and
its audited financial statements. All members of the Committee attended that
meeting. Attached as Appendix B is a copy of the Audit Committee's Report with
respect to the Fund's audited financial statements.

The Nominating Committee's primary responsibility is to recommend
nominees for election as Fund Director to the full Board of Directors. The
Nominating Committee currently consists of Messrs. Dorsey, La Blanc,
McCorkindale and Whitehead. The Nominating Committee met once during the fiscal
year ended March 31, 2001. The Committee will consider nominees recommended by
stockholders if such proposed nominations are submitted to the Fund in writing.
Formal nominations by stockholders must be made in accordance with the Fund's
By-Laws. The Board of Directors does not have a standing compensation committee.

If Mr. Barr is elected to the Board, it is expected that he will be
appointed to the Audit and Nominating Committees. Mr. Barr has no relationship
with the Fund and is independent as defined under the listing standards of the
New York Stock Exchange.

EXECUTIVE OFFICERS OF THE FUND
The officers of the Fund are elected annually by the Board of
Directors at its regular meeting immediately preceding the annual meeting of
stockholders. The officers of the Fund, other than those shown above who also
serve as Directors, are:

NAME, AGE, POSITION WITH PRINCIPAL OCCUPATION DURING THE
FUND, TENURE, ADDRESS PAST FIVE YEARS
------------------------ -------------------------------

ARTHUR J. BROWN (52) Partner, Kirkpatrick & Lockhart LLP (law firm
SECRETARY SINCE 1986. and counsel to the Fund).
1800 Massachusetts Avenue, NW
Washington, D.C. 20036

R. CHARLES MILLER (43) Partner, Kirkpatrick & Lockhart LLP.
ASSISTANT SECRETARY SINCE 1999.
1800 Massachusetts Avenue, NW
Washington, D.C. 20036

COMPENSATION OF DIRECTORS
The Fund currently pays each Director an annual fee of $5,000, plus
travel and other out-of-pocket expenses incurred by the Directors in attending
Board meetings. No additional fees are paid for service on Board committees or
attendance of meetings. The table below includes certain information relating to
the compensation of the Fund's Directors paid by the Fund for the fiscal year
ended March 31, 2001, as well as information regarding compensation from the
Fund's Fund Complex for the year ended December 31, 2000. Annual Board fees may
be reviewed periodically and changed by each Fund's Board.

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COMPENSATION TABLE
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Pension or Total
Retirement Compensation
Benefits Estimated From the
Accrued as Annual Fund and
Aggregate Part of the Benefits the Fund
Compensation Fund's Upon Complex Paid
Name of Director From the Fund Expenses Retirement to Directors
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Eugene C. Dorsey+ $3,750 N/A N/A $12,975(5)*
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Robert E. La Blanc $3,600 N/A N/A $12,075(5)*
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Thomas T. Mooney $3,900 N/A N/A $13,825(5)*
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Clay T. Whitehead $3,600 N/A N/A $12,075(5)*
----------------------------------------------------------------------------------------------------------------------------------
Richard I. Barr $0 N/A N/A $0
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* Parenthetical indicates number of funds (including the Fund) in the
Fund Complex to which aggregate compensation relates. Mr. Barr does
not serve on the Board of any other fund in the Fund's Fund Complex.

+ All compensation from the Fund and Fund Complex for the calendar year
ended December 31, 2000 represents deferred compensation. Mr. Dorsey
received aggregate compensation for that period from the Fund and the
Fund Complex, including accrued interest, in the amounts of $4,761 and
$15,723, respectively.

DIRECTORS MUST BE ELECTED BY A VOTE OF A MAJORITY OF THE OUTSTANDING COMMON
STOCK OF THE FUND.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" THE NOMINEE.

INFORMATION ON THE FUND'S INDEPENDENT ACCOUNTANTS

The Fund's financial statements for the fiscal year ended March 31,
2001 were audited by PricewaterhouseCoopers LLP ("PwC"). In the opinion of the
Audit Committee, the services provided by PwC are compatible with maintaining
the independence of the Fund's accountants. The Board of Directors of the Fund
has selected PwC as the independent accountants for the Fund for the fiscal year
ending March 31, 2002. PwC has been the Fund's independent accountants since
February 18, 1997. PwC has informed the Fund that it has no material direct or
indirect financial interest in the Fund.

Representatives of PwC are not expected to be present at the Meeting
but have been given the opportunity to make a statement if they so desire and
will be available should any matter arise requiring their presence.

AUDIT FEES
The aggregate fees billed by PwC for professional services rendered
for the audit of the Fund's annual financial statements for the fiscal year
ended March 31, 2001 and the review of the financial statements included in the
Fund's annual report to stockholders were $22,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
PwC billed no fees for professional services rendered to the Fund for
information technology services relating to financial information systems design
and implementation for the Fund's fiscal year ended March 31, 2001. Similarly,
PwC billed no fees for professional services rendered to the Fund's Investment
Adviser for information technology services relating to financial information
systems design and implementation for the calendar year ended March 31, 2001.

ALL OTHER FEES
There were no fees billed by PwC for the fiscal year ended March 31,
2001 for other services provided to the Fund and $610,254 in fees billed by PwC
during the same period for other services provided to the Investment Adviser.

OTHER MATTERS

No business, other than as set forth above, is expected to come before
the Meeting. Should any other matters requiring a vote of stockholders properly
come before the Meeting, the persons named in the enclosed proxy will vote
thereon in accordance with their best judgment in the interests of the Fund.

WELLINGTON MANAGEMENT COMPANY, LLP

Wellington Management Company, LLP, 75 State Street, Boston,
Massachusetts 02109, is the Fund's Investment Adviser. The Investment Adviser is
a Massachusetts limited liability partnership of which the following persons are
managing partners: Laurie Gabriel, Duncan M. McFarland and John R. Ryan. The
Investment Adviser is a professional investment counseling firm which provides
investment services to investment companies, employee benefit plans, endowment
funds, foundations and other institutions and individuals. As of March 31, 2001,
the Investment Adviser held discretionary investment authority over
approximately $273 billion of assets. The Investment Adviser and its predecessor
organizations have provided investment advisory services to investment companies
since 1933 and to investment counseling clients since 1960. The Investment
Adviser is not affiliated with the Administrator, Prudential Investments Fund
Management LLC, which is located at Gateway Center Three, 100 Mulberry Street,
Newark, New Jersey 07102-4077.
8

STOCKHOLDER PROPOSALS

The Fund's By-Laws require stockholders wishing to nominate Directors
or make proposals to be voted on at the Fund's annual meeting to provide notice
to the Secretary of the Fund at least 90 days in advance of the anniversary of
the date that the Fund's Proxy Statement for its previous year's annual meeting
was first released to stockholders. Accordingly, if a stockholder intends to
present a proposal at the Fund's annual meeting of stockholders in 2002 and
desires to have the proposal included in the Fund's Proxy Statement and form of
proxy for that meeting, the stockholder must deliver the proposal to the offices
of the Fund at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey
07102-4077 by March 30, 2002. The notice must contain information sufficient to
identify the nominee(s) or proposal and to establish that the stockholder
beneficially owns shares that would be entitled to vote on the nomination or
proposal. Stockholder nominations and proposals that are submitted in a timely
manner will not necessarily be included in the Fund's proxy materials. Inclusion
of such nomination or proposal is subject to limitation under the federal
securities laws. Stockholder nominations or proposals not received by March 30,
2002 will not be considered "timely" within the meaning of Rule 14a-4(c) of the
1934 Act.

NOTICE TO BANKS, BROKER-DEALERS AND VOTING
TRUSTEES AND THEIR NOMINEES

Please advise the Fund, at Gateway Center Three, 100 Mulberry Street,
Newark, New Jersey 07102-4077, whether other persons are beneficial owners of
shares for which proxies are being solicited and, if so, the number of copies of
the Proxy Statement you wish to receive in order to supply copies to such
beneficial owners of shares.

By order of the Board of Directors,

/s/ Arthur J. Brown
------------------------------------
ARTHUR J. BROWN
SECRETARY

Dated: June 26, 2001

APPENDIX A

FIRST FINANCIAL FUND, INC.
AUDIT COMMITTEE CHARTER

May 24, 2000

I. COMPOSITION OF THE AUDIT COMMITTEE. The Audit Committee shall be
comprised of at least three directors, each of whom shall have no
relationship to the Fund that may interfere with the exercise of his
or her independence from management and the Fund and shall otherwise
satisfy the applicable membership requirements under the rules of the
New York Stock Exchange, Inc.

II. PURPOSES OF THE AUDIT COMMITTEE. The purposes of the Audit Committee
are to assist the Board of Directors:

1. in its oversight of the Fund's accounting and financial
reporting policies and practices, its internal controls and
procedures, and, as appropriate, the internal controls of
certain service providers;

2. in its oversight of the quality and objectivity of the
Fund's financial statements and the independent audit
thereof;

3. in evaluating the independence of the outside auditors; and

4. in evaluating, selecting and, where deemed appropriate,
replacing the independent auditors.

The function of the Audit Committee is oversight. Management,
including the Fund's administrator, investment adviser and custodian,
for the Fund is responsible for the preparation, presentation and
integrity of the Fund's financial statements. Management is
responsible for maintaining appropriate accounting and financial
reporting principles and policies and internal controls and procedures
designed to assure compliance with accounting standards and applicable
laws and regulations. The independent auditors are responsible for
planning and carrying out a proper audit and reviews. The independent
auditors for the Fund are ultimately accountable to the Board of
Directors and Audit Committee of the Fund. The Board of Directors and
the Audit Committee have the ultimate authority and responsibility to
evaluate, select and, where appropriate, replace the independent
auditors (or to nominate the independent auditors to be proposed for
shareholder approval in any proxy statement).

III. MEETINGS OF THE AUDIT COMMITTEE. The Audit Committee shall meet at
least once annually, or more frequently if circumstances dictate. The
Audit Committee shall set its agenda and the places and times of its
meetings. The Audit Committee may meet alone and outside the presence
of management personnel with any independent auditor rendering reports
to the Audit Committee or the Board of Directors, with outside legal
counsel, and with any other consultants or experts engaged by the
Audit Committee.

IV. DUTIES AND POWERS OF THE AUDIT COMMITTEE. To carry out its purposes,
the Audit Committee shall have the following duties and powers:

1. The Audit Committee shall review and discuss the audited
financial statements and other financial information with
management and the independent auditors for the Fund.

2. The Audit Committee shall review and discuss with the
independent auditors:

a. the scope of audits and audit reports;

b. the personnel, staffing, qualifications and
experience of the independent auditor;

A-1

c. the compensation of the independent auditor; and

d. the independence of the auditor, regarding which
the Audit Committee shall secure from the auditor
the information required by Independence Standards
Board Standard No. 1, as modified or supplemented.
The Audit Committee shall actively engage in a
dialogue with the outside auditors with respect to
any disclosed relationships or services that may
impact the objectivity and independence of the
outside auditors. The Audit Committee also shall
be responsible for recommending that the Board of
Directors take appropriate action in response to
the outside auditors' report to satisfy itself of
the outside auditors' independence.

3. The Audit Committee also shall review and discuss with the
independent auditors the matters required to be discussed
pursuant to Statement on Auditing Standards No. 61, as
modified or supplemented, including the following:

a. the quality, not just the acceptability under
generally accepted accounting principles, of the
accounting principles applied by the Fund in its
financial reporting;

b. the level of responsibility assumed by the
independent auditors in the preparation of the
audit;

c. the initial selection of and changes in
significant accounting policies or their
application, and the effect of significant
accounting policies in controversial or emerging
areas for which there is a lack of authoritative
consensus or guidance;

d. the process used by management for the Fund in
formulating particularly sensitive accounting
estimates and the basis for the independent
auditors' conclusions regarding the reasonableness
of those estimates;

e. the independent auditors' responsibility for other
information in documents containing audited
financial statements, any procedures performed,
and the results;

f. any disagreements with management, whether or not
satisfactorily resolved, about matters that
individually or in the aggregate could be
significant to the entity's financial statements
or the independent auditors' report;

g. any consultations with other accountants and
significant matters that were the subject of such
consultations;

h. any major issues discussed with management in
connection with the initial or recurring retention
of the independent auditors, including the
application of accounting principles and auditing
standards; and

i. any serious difficulties relating to the
performance of the audit that the independent
auditors encountered with management.

4. The Audit Committee shall provide a recommendation to the
Board of Directors regarding whether the audited financial
statements of the Fund should be included in the annual
report to shareholders of the Fund.

5. The Audit Committee shall prepare the report, including any
recommendation of the Audit Committee, required by the rules
of the Securities and Exchange Commission to be included in
the Fund's annual proxy statement.

A-2

6. The Audit Committee shall review this charter at least
annually and recommend any changes to the full Board of
Directors; and

7. The Audit Committee shall report its activities to the full
Board of Directors on a regular basis and make such
recommendations with respect to the above and other matters
as the Audit Committee may deem necessary or appropriate.

V. RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE. The Audit Committee
shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage independent
auditors for special audits, reviews and other procedures and to
retain special counsel and other experts or consultants at the expense
of the Fund.
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APPENDIX B

AUDIT COMMITTEE REPORT

FIRST FINANCIAL FUND, INC.
BOARD OF DIRECTORS

The Audit Committee of the Board of Directors of the First Financial
Fund, Inc. (the "Fund") met on May 21, 2001 to review the Fund's audited
financial statements for the fiscal year ended March 31, 2001. The Audit
Committee operates pursuant to a Charter dated May 24, 2000, which sets forth
the roles of the Fund's management, independent accountants, the Board of
Directors and the Audit Committee in the Fund's financial reporting process.
Pursuant to the Charter, the Fund's management is responsible for the
preparation, presentation and integrity of the Fund's financial statements, and
for the procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent accountants for the Fund are
responsible for planning and carrying out proper audits and reviews. The role of
the Audit Committee is to assist the Board of Directors in its oversight of the
financial reporting process by, among other things, reviewing the scope and
results of the Fund's annual audit with the Fund's independent accountants and
recommending the initial and ongoing engagement of such accountants.

In performing this oversight function, the Audit Committee has
reviewed and discussed the audited financial statements with the Fund's
management and its independent accountants, PricewaterhouseCoopers LLP ("PwC").
The Audit Committee has discussed with PwC the matters required to be discussed
by Statement on Auditing Standards No. 61, and has received the written
disclosures and the letter from PwC required by Independence Standards Board
Standard No. 1. The Audit Committee also has discussed the independence of PwC
with PwC.

The members of the Audit Committee are not professionally engaged in
the practice of auditing or accounting, are not experts in the fields of
auditing or accounting and are not employed by the Fund for accounting,
financial management or internal control purposes. Members of the Audit
Committee rely without independent verification on the information provided and
the representations made to them by management and PwC. 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 appropriate internal controls and procedures designed
to ensure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not guarantee that the audit of the Fund's financial
statements has been carried out in accordance with generally accepted accounting
principles or that PwC is in fact "independent."

Based upon this review and related discussions, and subject to the
limitation on the role and responsibilities of the Audit Committee set forth
above and in the Charter, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Fund's Annual
Report to Shareholders for the fiscal year ended March 31, 2001.

This report has been approved by all of the members of the Audit
Committee (whose names are listed below), each of whom has been determined to be
independent pursuant to New York Stock Exchange Rule 303.01.

Eugene C. Dorsey
Robert E. La Blanc
Douglas H. McCorkindale
Clay T. Whitehead

May 21, 2001

B-1

------------------------------------- =======================================
FIRST FINANCIAL FUND, INC. FIRST
FINANCIAL
PROXY FUND, INC.
STATEMENT
---------------------------------------
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
AUGUST 30, 2001
AND
PROXY STATEMENT

PROXY

FIRST FINANCIAL FUND, INC.

GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints George P. Attisano and Arthur J. Brown as
proxies, each with the power of substitution, and hereby authorizes each of them
to represent and to vote, as designated on the reverse side of this card, all
the shares of common stock of First Financial Fund, Inc. (the "Fund") held of
record as of the close of business on June 4, 2001 at the Annual Meeting of
Stockholders to be held on August 30, 2001, or any adjournment thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
THE NOMINEE PRINTED ON THE REVERSE SIDE OF THIS CARD.

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Please sign exactly as your name appears hereon. Joint owners should each sign.
When signing as executor, administrator, attorney, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer, giving full title. If a partnership,
please sign in partnership name by an authorized person, giving full title.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

----------
PLEASE MARK VOTES AS IN
X THIS EXAMPLE
----------

--------------------------------------------------------------------------------
FIRST FINANCIAL FUND, INC.
--------------------------------------------------------------------------------

CONTROL NUMBER:
RECORD DATE SHARES:

-----------
Please be sure to sign and date this proxy. Date
-----------
---------------------------------------------------------

Stockholder sign here Co-owner sign here
---------------------------------------------------------

The Board of Directors recommends a vote "FOR" the following nominee:

For the
Nominee Withhold
1. Election of Directors.
Nominee:
Class III: Richard I. Barr

For Against
2. To consider and act upon
such other business as may
properly come before the
meeting and any
adjournments thereof.

Mark box at right if an address change
or comment has been noted on the
reverse side of this card.