UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES

                  Investment Company Act file number 811-04605

                           First Financial Fund, Inc.
    -------------------------------------------- ---------------------------
               (Exact name of registrant as specified in charter)

                           2344 Spruce Street, Suite A
                                Boulder, CO 80302
              --------------------------------- ------------------
               (Address of principal executive offices) (Zip code)

                                Stephen C. Miller
                           2344 Spruce Street, Suite A
                                Boulder, CO 80302
              ---------------------------------- ------------------
                     (Name and address of agent for service)

       Registrant's telephone number, including area code: (303) 444-5483
                                 ---------------

                        Date of fiscal year end: March 31
                                   ----------

             Date of reporting period: July 1, 2007 - June 30, 2008
                         ------------------------------

Form N-PX is to be used by a registered  management  investment  company,  other
than a small business  investment company registered on Form N-5 (ss.ss.  239.24
and 274.5 of this chapter), to file reports with the Commission,  not later than
August 31 of each year,  containing the registrant's proxy voting record for the
most recent  twelve-month  period  ended June 30,  pursuant to section 30 of the
Investment  Company Act of 1940 and rule 30b1-4  thereunder (17 CFR 270.30b1-4).
The Commission may use the information  provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this  information  public. A registrant is not required
to respond to the  collection of  information  contained in Form N-PX unless the
Form displays a currently  valid Office of Management and Budget ("OMB") control
number.  Please  direct  comments  concerning  the  accuracy of the  information
collection  burden  estimate and any  suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609.  The OMB has reviewed this  collection of  information  under the
clearance requirements of 44 U.S.C. ss. 3507.






                               PROXY VOTING RECORD
                    FOR PERIOD JULY 1, 2007 TO JUNE 30, 2008




                                                                                                  Matter
                                                                                                  Proposed Vote
                                                                                                  by       Cast   Vote
                                       Shareholder                                                Issuer   (Yes   (For     For or
                     Ticker            Meeting  Record   Meeting Description of Matter to be      or       or     or       Against
Name of Issuer       Symbol   CUSIP     Date     Date     Type   Voted On                         Holder    No)   Against) Mngmnt
------------------------------------------------------------------------------------------------------------------------------------
                                                                                              

Berkshire Hills                                                     Adoption of agreement and
Bancorp, Inc.        BHLB   84680107   8/28/07  7/13/07  Special 1  plan of merger                Issuer    Yes    For      For
                                                                    Adoption of proposal to
                                                                    adjourn meeting to a later
                                                                    date to permit further
                                                                    solicitation of proxies if
                                                                    there are not sufficient
                                                                    votes at the time of the
                                                                 2  special meeting               Issuer    Yes    For      For

Carver Bancorp,                                                     Election of three (3)
Inc.                 CARV   146875109  9/18/07  7/31/07  Annual  1  directors                     Issuer   Yes    For       For
                                                                    Ratify appointment of KPMG
                                                                    LLP as accounting firm for
                                                                 2  YE 3/31/08                    Issuer    Yes    For      For

                                                                    Approve the agreement and
Yardville National                                                  plan of merger between
Bancorp              YANB   985021104  10/19/07 8/24/07  Special 1  Yardville and PNC             Issuer    Yes    For      For
                                                                    Approve adjournment of
                                                                    meeting to solicit
                                                                 2  additional proxies            Issuer    Yes    For      For

Beverly Hills                                                       Election of seven (7)
Bancorp, Inc.        BHBC   087866109  10/25/07 8/27/07  Annual  1  directors                     Issuer    Yes    For      For

Jefferson                                                           Election of two (2)
Bancshares, Inc      JFBI   472375104  10/25/07 8/31/07  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Ratify appointment of
                                                                    Craine, Thompson & Jones PC
                                                                    as accounting firm for YE
                                                                 2  6/30/08                       Issuer    Yes    For      For

Georgetown                                                          Election of seven (7)
Bancorp, Inc         GTWN   372590109  10/23/07 9/13/07          1  directors                     Issuer    Yes    For      For
                                                                    Ratify appointment of Wolf
                                                                    & Company PC as accounting
                                                                 2  firm for YE 6/30/08           Issuer    Yes    For      For

Hampden Bancorp,                                                    Election of five (5)
Inc                  HBNK   40867E107  11/1/07  9/17/07  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Ratify appointment of Wolf
                                                                    & Company PC as accounting
                                                                 2  firm for YE 6/30/08           Issuer    Yes    For      For

Royal Financial,                                                    Election of two (2)
Inc.                 RYFL   78027P109  10/31/07 9/19/07  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Ratify appointment of
                                                                    Crowe, Chizek and Company
                                                                    LLC as accounting firm for
                                                                 2  YE 6/30/08                    Issuer    Yes    For      For

                                                                    Election of two (2)
HF Financial Corp    HFFC   404172108  11/14/07 9/28/07  Annual  1  directors                     Issuer    Yes    For      For

Security Capital                                                    Approve the name change to
Assurance LTD        SCA    G8018D107  11/6/07  10/1/07  Special 1  Syncora Holdings, LTD         Issuer    Yes    For      For

Osage Bancshares,                                                   Election of two (2)
Inc                  OSBK   68764U106  11/21/07 10/3/07  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Approval of the Osage
                                                                    Bancshares 2007 stock
                                                                    compensation and incentive
                                                                    plan                          Issuer    Yes    For      For

Oritani Financial                                                   Election of two (2)
Corp                 ORIT   686323106  11/21/07 10/5/07  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Ratify appointment of KPMG,
                                                                    LLP as accountants for YE
                                                                 2  6/30/08                       Issuer    Yes    For      For

Provident
Financial                                                           Election of three (3)
Holdings. Inc        PROV   743868101  11/27/07 10/12/07 Annual  1  directors                     Issuer    Yes    For      For
                                                                    Ratify appointment of
                                                                    Deloitte & Touche LLP as
                                                                 2  accountants for YE 6/30/08    Issuer    Yes    For      For

First Indiana                                                       Approve agreement and plan
Corporation          FINB   32054R108  12/19/07 10/17/07 Special 1  of merger                     Issuer    Yes    For      For
                                                                    Adjourn meeting to solicit
                                                                 2  additional proxies            Issuer   Abstain Abstain Abstain

Redwood Financial,                                                  Election of two (2)
Inc                  REDW   757903109  12/12/07 10/18/07 Annual  1  directors                     Issuer    Yes    For      For

Home Federal                                                        Conversion to stock holding
Bancorp, Inc.        HOME   43709A101  12/17/07 11/9/07  Special 1  company form                  Issuer    Yes    For      For
                                                                    Adjournment of meeting, if
                                                                    necessary to solicit
                                                                 2  additional proxies            Issuer   Abstain Abstain Abstain
                                                                    Increase authorized shares
                                                                 3a of capital stock              Issuer   Abstain Abstain Abstain
                                                                    Supermajority of stock
                                                                    holders to vote and approve
                                                                 3b mergers and consolidations    Issuer    Yes   Against Against
                                                                    Approval limiting ability
                                                                    of stockholders to remove
                                                                 3c directors                     Issuer    Yes   Against Against
                                                                    Limit voting rights  of
                                                                    shares beneficially owned
                                                                 3d in excess of 10%              Issuer    Yes   Against Against
                                                                    Require supermajority
                                                                    stockholder vote to amend
                                                                 3e provisions                    Issuer    Yes   Against Against
                                                                    Provision in bylaws
                                                                    requiring supermajority
                                                                    stockholder vote to amend
                                                                 3f provisions of new bylaws      Issuer    Yes   Against Against

American Bancorp                                                    Election of two (2)
of NJ                ABNJ   02407E104  2/26/08   1/7/08  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Ratify appointment of
                                                                    Crowe, Chizek and Company
                                                                    LLC as auditors for YE
                                                                 2  9/30/08                       Issuer    Yes    For      For

Perpetual Federal                                                   Election of three (3)
Savings Bank         PFOH   714273109  1/16/08  11/20/07 Annual  1  directors                     Issuer    Yes    For      For
                                                                    Ratify appointment of
                                                                    Crowe, Chizek and Company
                                                                    LLC as auditors for YE
                                                                 2  9/30/08                       Issuer    Yes    For      For

Hampden Bancorp,                                                    Approval of 2008 Equity
Inc                  HBNK   40867E107  1/29/08  12/12/07 Special 1  Incentive Plan                Issuer    Yes    For      For

Abington Bancorp,                                                   Approve the 2007 stock
Inc                  ABBC   00650L109  1/30/08  12/17/07 Special 1  option plan                   Issuer    Yes   Against Against
                                                                    Approve the 2007
                                                                    recognition and retention
                                                                    plan and trust agreement
                                                                 2  plan                          Issuer    Yes    For      For

Commerce Bancorp,
Inc.                 CBH    200519106   2/6/08  12/14/07 Special 1  Approve plan of merger        Issuer    Yes    For      For
                                                                    Adjournment of meeting, if
                                                                    necessary to solicit
                                                                 2  additional proxies            Issuer    Yes   Against Against

Liberty Bancorp,                                                    Election of one (1)
Inc.                 LBCP   53017Q102   2/6/08  12/21/07 Annual  1  directors                     Issuer    Yes    For      For

Bank United
Financial                                                           Election of four (4)
Corporation          BKUNA  06652B103   2/8/08  12/3/07  Annual  1  directors                     Issuer    Yes    For      For

Charter Financial                                                   Election of four (4)
Corporation          CHFN   16122M100  2/20/08  1/15/08  Annual  1  directors                     Issuer    Yes    For      For

Canadian Western                                                    Appointment of KPMG, LLP as
Bank                 CWB    13677F101   3/6/08  1/17/08  Annual  1  auditors of the bank          Issuer    Yes    For      For
                                                                    Election of Directors set
                                                                 2  out in management Proxy       Issuer    Yes    For      For
                                                                    Amendment to the share
                                                                 3  incentive plan                Issuer    Yes   Against Against

                                                                    Approve conversion of
                                                                    shares of series a
                                                                    preferred stock that were
Deerfield Triarc                                                    issued into shares of
Capital Corporation  DTCC   244331104  3/11/08   2/4/08  Special 1  common stock                  Issuer    Yes    For      For
                                                                    Increase shares reserved
                                                                 2  for issuance                  Issuer    Yes    For      For


Cardinal State                                                      Approve plan of merger with
Bank                 CSNC   141546101  3/19/08  2/11/08  Special 1  Yadkin Valley Bank            Issuer    Yes    For      For
                                                                    Approve adjournment to
                                                                    solicit additional proxies,
                                                                 2  if necessary                  Issuer    Yes   Against Against

UMB Financial                                                       Election of Five (5)
Corporation          UMBF   902788108  4/22/08   3/4/08  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Ratify audit committee's
                                                                    retention of Deloitte to
                                                                    serve as the company's
                                                                 2  independent auditors          Issuer    Yes    For      For
                                                                    Amend the long term
                                                                 3  incentive compensation plan   Issuer    Yes    For      For
                                                                    Amend the incentive
                                                                 4  compensation plan.            Issuer    Yes    For      For
                                                                    Eliminate classification of
                                                                    terms to require that all
                                                                    directors stand for
                                                                 5  election annually             Holder    Yes    For    Against

Eastern Virginia                                                    Election of ten (10)
Bankshares, Inc.     EVBS   277196101  4/17/08   3/6/08  Annual  1  directors                     Issuer    Yes    For      For

Old Point
Financial                                                           Election of sixteen (16)
Corporation          OPOF   680194107  4/22/08  2/13/08  Annual  1  directors                     Issuer    Yes    For      For

People's United                                                     Election of three (3)
Financial, Inc.      PBCT   712704105  4/17/08  2/20/08  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Adoption of the long-term
                                                                 2  incentive program             Issuer    Yes    For      For
                                                                    Amendment of the
                                                                    recognition and incentive
                                                                 3  plan.                         Issuer    Yes    For      For
                                                                    Amendment of the stock
                                                                 4  option plan                   Issuer    Yes    For      For
                                                                    Ratify KPMG as independent
                                                                 5  auditors                      Issuer    Yes    For      For

Capstead Mortgage                                                   Election of seven (7)
Corp                 CMO    14067E506   5/1/08  2/20/08  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Authorize increase of
                                                                 2  common shares                 Issuer    Yes    For      For
                                                                    Ratify Ernst & Young as
                                                                 3  independent auditors          Issuer    Yes    For      For

River Valley                                                        Election of three (3)
Bancorp              RIVR   768475105  4/16/08  2/22/08  Annual  1  directors                     Issuer    Yes    For      For

Centrue Financial                                                   Election of three (3)
Corporation          TRUE   15643B106  4/23/08  2/25/08  Annual  1  directors                     Issuer    Yes    For      For

Bank of Florida                                                     Election of thirteen (13)
Corporation          BOFL   062128103  4/24/08  2/25/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify Grant Hacker,
                                                                    Johnson & Smith PA as
                                                                 2  independent auditors          Issuer   Yes    For     For
                                                                    Permit adjournment to
                                                                 3  solicit additional proxies    Issuer   Abstain Abstain Abstain

Southcoast
Financial                                                           Election of three (3)
Corporation          SOCB   84129R100  4/10/08  2/28/08  Annual  1  directors                     Issuer    Yes    For      For

                                                                    Election of three (3)
Signature Bank       SBNY   82669G104  4/17/08  2/29/08  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Approve amended long-term
                                                                 2  incentive plan                Issuer    Yes    For      For

OritanI Financial                                                   Approve the equity
Corp.                ORIT   686323106  4/22/08  2/29/08  Special 1  incentive Plan                Issuer    Yes    For      For

TIB Financial                                                       Election of four (4)
Corporation          TIBB   872449103  4/29/08  2/29/08  Annual  1  directors                     Issuer   Yes    For     For

                                                                    Election of three (3)
ECB Bancorp, Inc.    ECBE   268253101  4/15/08   3/3/08  Annual  1  directors                     Issuer    Yes    For      For
                                                                 2  Approve equity plan           Issuer    Yes    For      For
                                                                    Ratify appointment of Dixon
                                                                    Hughes, PLLC as accountants
                                                                 3  for 2008                      Issuer    Yes    For      For

Amerserv                                                            Election of six (6)
Financial, Inc.      ASRV   03074A102  4/22/08   3/3/08  Annual  1  directors                     Issuer    Yes    For      For

Leesport Financial                                                  Election of four (4)
Corp,                       524477106  4/22/08   3/3/08  Annual  1  directors                     Issuer    Yes    For      For
                                                                 2  Ratify independent auditors   Issuer    Yes    For      For

Republic First                                                      Election of three (3)
Bancorp, Inc.        FRBK   760416107  4/22/08   3/3/08  Annual  1  directors                     Issuer    Yes    For      For

Capital Financial                                                   Election of four (4)
Corporation          CFNL   14149F109  4/18/08   3/3/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify KPMG. LLP as
                                                                 2  independent auditors          Issuer   Yes    For     For

                                                                    Election of four (4)
Cambridge Bancorp    CATC   132152109  4/28/08   3/3/08  Annual  1  directors                     Issuer   Yes    For     For

SCBT Financial                                                      Election of five (5)
Corporation          SCBT   78401V102  4/22/08   3/4/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of Dixon
                                                                    Hughes, PLLC as accountants
                                                                 2  for 2008                      Issuer   Yes    For     For

Firstfed Financial                                                  Election of three (3)
Corp.                FED    337907109  4/20/08   3/5/08  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Ratify Grant Thornton, LLP
                                                                 2  as independent auditors       Issuer    Yes    For      For

                                                                    Election of eleven (11)
Ram Holdings Ltd.    RAMR   G7368R104   5/2/08   3/6/08  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Ratify PWC, LLP as
                                                                 2  independent auditors          Issuer    Yes    For      For
                                                                    Amendment to memo of
                                                                 3  Association                   Issuer    Yes    For      For
                                                                 4  Amendment to bye-laws         Issuer    Yes    For      For
                                                                    Authorization of election
                                                                 5  of directors                  Issuer    Yes    For      For

                                                                    Election of three (3)
CFS Bancorp, Inc     CITZ   12525D102  4/29/08   3/7/08  Annual  1  directors                     Issuer    Yes    For      For
                                                                    Proposal to adopt the CFS
                                                                    Bancorp, Inc. equity
                                                                 2  incentive plan                Issuer    Yes    For      For
                                                                    Proposal to ratify the
                                                                 3  appointment                   Issuer    Yes    For      For

                                                                    Election of four (4)
LSB Corporation      LSBX   50215P100   5/6/08   3/7/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of Wolf
                                                                    & Company PC as accountants
                                                                 2  for 2008                      Issuer   Yes    For     For

                                                                    Election of three (3)
Rome Bancorp         ROME   77587P103   5/7/08   3/7/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Crowe, Chizek and Company
                                                                    LLC as accounting firm for
                                                                 2  YE 12/31/08                   Issuer   Yes    For     For

Northrim Bancorp,                                                   Election of ten (10)
Inc.                 NRIM   666762109   5/1/08  3/10/08  Annual  1  directors                     Issuer   Yes    For     For

                                                                    Election of four (4)
BCB Bancorp, Inc.    BCBP   055298103  4/24/08  3/10/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of Beard
                                                                    Miller Company as
                                                                 2  accountants for 2008          Issuer   Yes    For     For

                                                                    Election of three (3)
Legacy Bancorp, Inc  LEGC   52463G105   5/8/08  3/11/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of Wolf
                                                                    & Company PC as accountants
                                                                 2  for 2008                      Issuer   Yes    For     For

Rockville                                                           Election of three (3)
Financial, Inc.      RCKB   774186100  4/29/08  3/13/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Deloitte LLP as auditors
                                                                 2  for 2008                      Issuer   Yes    For     For

                                                                    Election of fourteen (14)
Sterling Banks Inc.  STBK   85915B100  4/22/08  3/14/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Approve employee stock
                                                                 2  option plan                   Issuer   Yes    For     For
                                                                    Approval of director stock
                                                                 3  option plan                   Issuer   Abstain Abstain Abstain

Oak Ridge
Financial                                                           Election of four (4)
Services, Inc.       BKOR   671768109   5/8/08  3/14/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify Elliot Davis, PLLC
                                                                 2  as auditor                    Issuer   Yes    For     For

Metrocorp                                                           Election of five (5)
Bancshares, Inc.     MCBI   591650106   5/9/08  3/14/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of PWC.
                                                                    LLP as accounting firm for
                                                                 2  YE 12/31/08                   Issuer   Yes    For     For

Redwood Financial,                                                  Election of two (2)
Inc.                 REDW   757903109  5/14/08  3/14/08  Annual  1  directors                     Issuer   Yes    For     For

Beacon Federal                                                      Election of two (2)
Bancorp                     073582108  5/22/08  3/14/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Crowe, Chizek and Company
                                                                    LLC as accounting firm for
                                                                 2  YE 12/31/08                   Issuer   Yes    For     For

                                                                    Election of two (2)
PHH Corporation      PHH    693320202  6/11/08  3/14/08  Annual  1  directors                     Issuer    Yes    For      For
                                                                 2  Approve issuance of shares    Issuer    Yes    For      For
                                                                    Ratify appointment of
                                                                    Deloitte & Touche LLP as
                                                                 3  accountants for 2008          Issuer    Yes    For      For

Wainwright Bank                                                     Election of twelve (12)
and Trust Company    WAIN   930705108  5/14/08  3/17/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Election of Clerk of the
                                                                 2  Bank                          Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Vitale, Caturano & Co., LTD
                                                                 3  as accounting firm for 2008   Issuer   Yes    For     For

Bridge Capital                                                      Election of eleven (11)
Holdings             BBNK   108030107  5/15/08  3/17/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Vavrinek, Trine, Day & Co.,
                                                                    LLP as accounting firm for
                                                                 2  2008                          Issuer   Yes    For     For

                                                                    Election of eleven (11)
Bancorp, Inc.        TBBK   05969A105  5/22/08  3/17/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of Grant
                                                                    Thornton, LLP as accounting
                                                                 2  firm for 2008                 Issuer   Yes    For     For

Third Century                                                       Election of two (2)
Bancorp              TDCB   884120106  5/21/08  3/18/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of BKD,
                                                                    LLP as accounting firm for
                                                                 2  2008                          Issuer   Yes    For     For

Berkshire Hills                                                     Election of five (5)
Bancorp, Inc         BHLB   084680107  5/15/08  3/20/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Approval of 2003 equity
                                                                 2  compensation plan             Issuer   Yes    For     For
                                                                    Ratify appointment of BKD,
                                                                    LLP as accounting firm for
                                                                 3  2008                          Issuer   Yes    For     For

Pennsylvania
Commerce Bancorp,                                                   Election of nine (9)
Inc.                 COBH   708677109  5/16/08  3/20/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Amendment to the 2001
                                                                 2  directors stock option plan   Issuer   Yes    For     For
                                                                    Amendment to the 2006
                                                                 3  employee stock option plan    Issuer   Yes    For     For
                                                                    Take action on other
                                                                 4  businesses                    Issuer   Abstain Abstain Abstain

Tidelands                                                           Election of six (6)
Bancshares, Inc.     TDBK   886374107  5/19/08  3/20/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Phase-out the classified
                                                                 2  Board of directors structure  Issuer   Yes    For     For

Bank Atlantic                                                       Election of three (3)
Bancorp, Inc.        BBY    065908501  5/20/08  3/20/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Approval of amendment to
                                                                 2  articles of incorporation     Issuer   Yes    For     For

Citizens First                                                      Election of three (3)
Bancorp, Inc.        CTZN   17461R106  5/22/08  3/20/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of BDO
                                                                    Seidman, LLP as accounting
                                                                 2  firm for 2008                 Issuer   Yes    For     For
                                                                    Approve amended employee
                                                                 3  stock purchase plan           Issuer   Yes    For     For

                                                                    Election of four (4)
Parkway Bank         PKWY   70153M109  5/27/08  3/20/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Approve stock repurchase
                                                                 2  plan                          Issuer   Yes    For     For
                                                                    Ratify appointment of Dixon
                                                                    Hughes PLLC as accounting
                                                                 3  firm for 2008                 Issuer   Yes    For     For

Arch Capital Group                                                  Election of three (3)
Ltd.                 ACGL   G0450A105   5/9/08  3/24/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of PWC ,
                                                                    LLP as accounting firm for
                                                                 2  2008                          Issuer   Yes    For     For

Central Virginia                                                    Election of three (3)
Bankshares, Inc.     CVBK   155792104  5/13/08  3/24/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Yount, Hyde & Barbour, PC
                                                                 2  as accounting firm for 2008   Issuer   Yes    For     For

Southern First                                                      Election of four (4)
Bancshares, Inc.     SFST   842873101  5/13/08  3/24/08  Annual  1  directors                     Issuer   Yes    For     For

Newport Bancorp,                                                    Election of five (5)
Inc.                 NFSB   651754103  5/15/08  3/24/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Yount, Hyde & Barbour, PC
                                                                 2  as accounting firm for 2008   Issuer   Yes    For     For

Dearborn Bancorp,                                                   Election of three (3)
Inc.                 DEAR   24242R108  5/20/08  3/24/08  Annual  1  directors                     Issuer   Yes    For     For

The Connecticut
Bank & Trust                                                        Election of four (4)
Company              CTBC   207546102  5/20/08  3/25/08  Annual  1  directors                     Issuer   Yes    For     For

Abington Bancorp,                                                   Election of three (3)
Inc.                 ABBC   00350L109  5/13/08  3/28/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of Beard
                                                                    Miller Company LLP as
                                                                 2  accounting firm for 2008      Issuer   Yes    For     For

                                                                    Election of two (2)
Bank of Virginia     BOVA   06544P104  5/15/08  3/28/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Yount, Hyde & Barbour, PC
                                                                 2  as accounting firm for 2008   Issuer   Yes    For     For

                                                                    Election of fifteen (15)
Sun Bancorp, Inc.    SNBC   86663B102  5/15/08  3/28/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Deloitte & Touche LLP, PC
                                                                 2  as accounting firm for 2008   Issuer   Yes    For     For

Heritage Oaks                                                       Election of eleven (11)
Bancorp              HEOP   42724R107  5/22/08  3/28/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Vavrinek, Trine, Day & Co.
                                                                 2  as accounting firm for 2008   Issuer   Yes    For     For

Coastal Banking                                                     Election of four (4)
Company              CBCO   19041N100  5/16/08  3/31/08  Annual  1  directors                     Issuer   Yes    For     For

Bank of Commerce                                                    Election of eleven (11)
Holdings             BOCH   06424J103  5/20/08  3/31/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of Moss
                                                                    Adams LLP as accounting
                                                                 2  firm for 2007                 Issuer   Yes    For     For

                                                                    Election of eight (8)
FNB Bancorp          FNBG   302515101  5/21/08  3/31/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                 2  Approve stock option plan     Issuer   Yes    For     For
                                                                    Ratify appointment of Moss
                                                                    Adams LLP as auditors for
                                                                 3  2007                          Issuer   Yes    For     For

First Regional                                                      Election of four (4)
Bancorp              FRGB   33615C101  5/22/08  3/31/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                 2  Other business                Issuer   Abstain Abstain Abstain

First California
Financial Group,                                                    Election of ten (10)
Inc.                 FCAL   319395109  5/28/08  3/31/08  Annual  1  directors                     Issuer   Yes    For     For

Pacific Premier                                                     Election of two (2)
Bancorp              PPBI   69478X105  5/28/08  3/31/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Vavrinek, Trine, Day & Co.
                                                                 2  as auditors for 2008          Issuer   Yes    For     For

International
Bancshares                                                          Election of ten (10)
Corporation          IBOC   459044103  5/19/08   4/1/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    McGladrey & Pullen LLP as
                                                                 2  auditors for 2008             Issuer   Yes    For     For
                                                                    Approve amendment to the
                                                                 3  employee stock option plan    Issuer   Yes    For     For

First Capital                                                       Election of four (4)
Bancorp, Inc.        FCVA   319438107  5/21/08   4/1/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Cherry, Bekaert & Holland
                                                                 2  LLP                           Issuer   Yes    For     For

Appalachian                                                         Election of three (3)
Bancshares, Inc.     APAB   037675105  5/20/08   4/2/08  Annual  1  directors                     Issuer   Yes    For     For

Central Federal                                                     Election of two (2)
Corporation          CFBK   15346Q103  5/15/08   4/4/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Crowe, Chizek and Company
                                                                    LLC as accounting firm for
                                                                 2  YE 12/31/08                   Issuer   Yes    For     For

Valley Commerce                                                     Election of nine (9)
Bancorp              VCBP   919518100  5/20/08   4/4/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Perry-Smith LLC as
                                                                    accounting firm for YE
                                                                 2  12/31/08                      Issuer   Yes    For     For

Beneficial Mutual                                                   Election of thirteen (13)
Bancorp, Inc.        BNCL   08173R104  5/22/08   4/4/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Approval of equity
                                                                 2  incentive plan                Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Deloitte & Touche LLP, PC
                                                                 3  as accounting firm for 2008   Issuer   Yes    For     For

Goldleaf Financial                                                  Election of two (2)
Solutions, Inc       GFSID  38144H208  5/21/08   4/7/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                 2  Other matters                 Issuer   Abstain Abstain Abstain

Old Line                                                            Election of five (5)
Bankshares Inc       OLBK   6798M100   5/29/08   4/7/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Rowles & Co. LLP, PC as
                                                                 2  accounting firm for 2008      Issuer   Yes    For     For

Gateway Financial                                                   Election of five (5)
Holdings, Inc.       GBTS   368140109  5/19/08   4/8/08  Annual  1  directors                     Issuer   Yes    For     For

Southern
Connecticut                                                         Election of two (2)
Bancorp, Inc.        SCNO   84262A102  5/20/08   4/8/08  Annual  1  directors                     Issuer   Yes    For     For

Northfield Bancorp                                                  Election of three (3)
Inc.                 NFBK   66611L105  5/28/08  4/10/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of KPMG.
                                                                    LLP, PC as accounting firm
                                                                 2  for 2008                      Issuer   Yes    For     For

Beverly National                                                    Fix the number of directors
Corporation          BNV    088115100  5/29/08  4/10/08  Annual  1  at twelve (12)                Issuer   Yes    For     For
                                                                    Election of four (4)
                                                                 2  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Shatswell, MacLeod &
                                                                    Company, PC, PC as auditors
                                                                 3  for 2008                      Issuer   Yes    For     For

United Financial                                                    Election of three (3)
Bancorp, Inc.        UBNK   91030T109  6/10/08  4/21/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Approve the equity
                                                                 2  incentive plan                Issuer   Yes    For     For

Capital Corp of                                                     Election of four (4)
the West             CCOW   140065202  6/19/08  4/21/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Approve amended and
                                                                 2  restated Stock plan           Issuer   Yes    Against Against
                                                                    Ratify appointment of
                                                                    Perry-Smith LLP, PC as
                                                                 3  accounting firm for 2008      Issuer   Yes    For     For

Mackinac Financial                                                  Election of four (4)
Corp                 MFNC   554571109  5/28/08  4/22/08  Annual  1  directors                     Issuer   Yes    For     For

Thornburg                                                           Election of three (3)
Mortgage, Inc.       TMA    885218701  6/12/08  4/25/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Amend company charter to
                                                                    increase the number of
                                                                 2  shares                        Issuer   Yes    For     For
                                                                    Amend company charter to
                                                                    modify terms of each series
                                                                 3  preferred stock               Issuer   Yes    For     For

TICC Capital                                                        Election of two (2)
Corporation          TICC   87244T109  6/16/08  4/25/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of PWC.
                                                                    LLP as accounting firm for
                                                                 2  YE 12/31/08                   Issuer   Yes    For     For
                                                                    Sell shares below price,
                                                                 3  then at NAV in offer          Issuer   Yes    Against Against
                                                                    Issue securities to
                                                                    subscribe to, convert to or
                                                                    purchase shares in
                                                                 4  offering/s                    Issuer   Yes    For     For

Broadway Financial                                                  Election of three (3)
Corporation          BYFC   111444105  6/25/08  4/28/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Crowe, Chizek and Company
                                                                    LLC as auditor for YE
                                                                 2  12/31/08                      Issuer   Yes    For     For
                                                                    Approve long term incentive
                                                                 3  plan                          Issuer   Yes    For     For

First Advantage                                                     Election of nine (9)
Bancorp              FABK   31848L104  6/11/08  4/30/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Approve the equity
                                                                 2  incentive plan                Issuer   Yes    For     For
                                                                    Ratify appointment of BKD
                                                                    LLP, PC as accounting firm
                                                                 3  for 2008                      Issuer   Yes    For     For

Maiden Holdings,                                                    Election of eight (8)
Ltd                  MHLD   560292104  6/19/08   5/5/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Removal of PWC as
                                                                    Accounting firm of the
                                                                 2  company                       Issuer   Yes    For     For
                                                                    Ratify appointment of BDO
                                                                    Seidman LLP, PC as
                                                                 3  accounting firm for 2008      Issuer   Yes    For     For
                                                                    Removal of PWC as auditor
                                                                 5  of the company                Issuer   Yes    For     For
                                                                    Authorize appointment of
                                                                    Arthur Morris & Co  as
                                                                 6  auditor for YE 12/31/08       Issuer   Yes    For     For

Bank Financial                                                      Election of two (2)
Corporation          BFIN   06643P104  6/24/08   5/5/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Crowe, Chizek and Company
                                                                    LLC as accounting firm for
                                                                 2  YE 12/31/08                   Issuer   Yes    For     For

Alliance
Bankshares                                                          Election of four (4)
Corporation          ABVA   018535104  6/19/08  5/12/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Yount, Hyde & Barbour, PC
                                                                    as accounting firm for YE
                                                                 2  12/31/08                      Issuer   Yes    For     For

Muni Funding
Company of                                                          Election of eight (8)
America, LLC                62618W103  6/19/08  5/12/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Prepare plan of liquidation
                                                                 2  for shareholder approval      Holder   Yes    Against For

Fidelity Federal                                                    Election of eight (8)
Bancorp              FDLB   315921205  6/23/08  5/22/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of BKD,
                                                                    LLP as accounting firm and
                                                                 2  auditors for YE 12/31/08      Issuer   Yes    For     For

Highland Financial                                                  Election of five (5)
Partners, LP         HFP    43009L203  7/15/08   6/2/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Amendment to restated
                                                                    limited partnership
                                                                 2  agreement                     Issuer   Yes    For     For
                                                                    Adopt and amend
                                                                    partnership's 2006 LP unit
                                                                 3  incentive plan                Issuer   Yes    For     For

                                                                    Election of seven (7)
MF Global LTD        MF     G60642108  7/28/08  6/16/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of PWC,
                                                                    LLP as auditors for YE
                                                                    12/31/08 and authorize the
                                                                    board of directors to
                                                                 2  determine the fee             Issuer   Yes    For     For

New England                                                         Election of seven (7)
Bancshares, Inc.     NEBS   643863202  8/14/08  6/23/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Shatswell, MacLeod & Co. PC
                                                                 2  as auditors for YE 3/31/09    Issuer   Yes    For     For

Meridian
Interstate                                                          Election of four (4)
Bancorp, Inc.        EBSB   58964Q104  8/19/08  6/30/08  Annual     directors                     Issuer   Yes    For     For
                                                                    Approval of equity
                                                                    incentive plan                Issuer   Yes    For     For
                                                                    Ratify appointment of Wolf
                                                                    & Company PC as accounting
                                                                    firm and auditors for YE
                                                                    12/31/08                      Issuer   Yes    For     For

                                                                    Election of four (4)
Cape Bancorp, Inc.   CBNJ   139209100  8/25/08   7/8/08  Annual  1  directors                     Issuer   Yes    For     For
                                                                    Approval of equity
                                                                 2  incentive plan                Issuer   Yes    For     For
                                                                    Ratify appointment of
                                                                    Crowe, Chizek & Co, LLC as
                                                                    accounting firm and
                                                                 3  auditors for YE 12/31/08      Issuer   Yes    For     For






                                   SIGNATURES

Pursuant  to the  requirements  of the  Investment  Company  Act  of  1940,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Registrant         First Financial Fund, Inc.
            --------------------------------------------------------------------

By (Signature and Title)*          /s/ Stephen C. Miller
                          ------------------------------------------------------
                             Stephen C. Miller, President
                            (Principal Executive Officer)

*Print the name and title of each signing officer under his or her signature.