<SEC-DOCUMENT>0001504304-16-000206.txt : 20160830
<SEC-HEADER>0001504304-16-000206.hdr.sgml : 20160830
<ACCEPTANCE-DATETIME>20160830154555
ACCESSION NUMBER:		0001504304-16-000206
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20160830
DATE AS OF CHANGE:		20160830
GROUP MEMBERS:		ANDREW DAKOS
GROUP MEMBERS:		BULLDOG INVESTORS GROUP OF FUNDS
GROUP MEMBERS:		BULLDOG INVESTORS, LLC
GROUP MEMBERS:		PHILLIP GOLDSTEIN
GROUP MEMBERS:		STEVEN SAMUELS

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FIRST TRUST DIVIDEND & INCOME FUND
		CENTRAL INDEX KEY:			0001403275
		IRS NUMBER:				392057966

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-87307
		FILM NUMBER:		161860629

	BUSINESS ADDRESS:	
		STREET 1:		C/O FIRST TRUST PORTFOLIOS L.P.
		STREET 2:		120 EAST LIBERTY DRIVE, SUITE 400
		CITY:			WHEATON
		STATE:			IL
		ZIP:			60187
		BUSINESS PHONE:		630-765-8000

	MAIL ADDRESS:	
		STREET 1:		C/O FIRST TRUST PORTFOLIOS L.P.
		STREET 2:		120 EAST LIBERTY DRIVE, SUITE 400
		CITY:			WHEATON
		STATE:			IL
		ZIP:			60187

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST TRUST ACTIVE DIVIDEND INCOME FUND
		DATE OF NAME CHANGE:	20070614

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Bulldog Investors, LLC
		CENTRAL INDEX KEY:			0001504304
		IRS NUMBER:				270926182
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		PARK 80 WEST - PLAZA TWO
		STREET 2:		250 PEHLE AVE. SUITE 708
		CITY:			SADDLE BROOK
		STATE:			NJ
		ZIP:			07663
		BUSINESS PHONE:		201 556-0092

	MAIL ADDRESS:	
		STREET 1:		PARK 80 WEST - PLAZA TWO
		STREET 2:		250 PEHLE AVE. SUITE 708
		CITY:			SADDLE BROOK
		STATE:			NJ
		ZIP:			07663

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Brooklyn Capital Management LLC
		DATE OF NAME CHANGE:	20101026
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>thirda.txt
<TEXT>
SCHEDULE 13D/A


DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
8/29/16


1. NAME OF REPORTING PERSON
Bulldog Investors, LLC


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________


7. SOLE VOTING POWER
1,688,924

8. SHARED VOTING POWER
251,189

9. SOLE DISPOSITIVE POWER
1,688,924
_______________________________________________________

10. SHARED DISPOSITIVE POWER
251,189

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,940,113 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11
23.49%

14. TYPE OF REPORTING PERSON

IA

____________________________________________________________
1. NAME OF REPORTING PERSON
Bulldog Investors Group of Funds


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[X]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________


7. SOLE VOTING POWER
1,688,924

8. SHARED VOTING POWER
0

9. SOLE DISPOSITIVE POWER
1,688,924
_______________________________________________________

10. SHARED DISPOSITIVE POWER
0


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,688,924 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11
20.45%

14. TYPE OF REPORTING PERSON

IC
____________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
1,688,924

8. SHARED VOTING POWER
251,189

9. SOLE DISPOSITIVE POWER
1,688,924
_______________________________________________________

10. SHARED DISPOSITIVE POWER
251,189

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,940,113 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11
23.49%


14. TYPE OF REPORTING PERSON

IN

___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
1,688,924

8. SHARED VOTING POWER
251,189

9. SOLE DISPOSITIVE POWER
1,688,924
_______________________________________________________

10. SHARED DISPOSITIVE POWER
251,189

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,940,113 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11
23.49%


14. TYPE OF REPORTING PERSON

IN

___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________

7. SOLE VOTING POWER
1,688,924

8. SHARED VOTING POWER
251,189

9. SOLE DISPOSITIVE POWER
1,688,924
_______________________________________________________

10. SHARED DISPOSITIVE POWER
251,189

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,940,113 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11
23.49%

14. TYPE OF REPORTING PERSON

IN
_______________________________________________________

Item 1. SECURITY AND ISSUER

This statement constitutes Amendment #15 to the schedule 13d
filed September 25, 2015. Except as specifically set forth
herein, the Schedule 13d remains unmodified.




ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on August 2, 2016, there were 8,259,517 shares
of common stock outstanding as of May 31, 2016. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of August 29, 2016, Bulldog Investors, LLC is deemed to be the beneficial
owner of 1,940,113 shares of FAV (representing 23.49% of FAV's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote of,
and dispose of, these shares. These 1,940,113 shares of FAV include 1,688,924
shares (representing 20.45% of FAV's outstanding shares) that are owned by the
following entities over which Messrs. Goldstein, Dakos and Samuels exercise
control: Bulldog Investors General Partnership, Opportunity Partners LP,
Calapasas West Partners LP, Full Value Special Situations Fund, LP, Full Value
Offshore Fund, Ltd., Full Value Partners, LP, Opportunity Income Plus, LP,
and MCM Opportunity Partners, LP (collectively,"Bulldog Investors Group of
Funds").
Bulldog Investors Group of Funds may be deemed to constitute a group. All other
shares included in the aforementioned 1,940,113 shares of FAV beneficially owned
by Bulldog Investors, LLC (solely by virtue of its power to sell or direct the
vote of these shares) are also beneficially owned by clients of Bulldog
Investors, LLC who are not members of any group. The total number of these
"non-group" shares is 251,189 shares (representing 3.04% of FAV's outstanding
shares).

(b)Bulldog Investors,LLC has sole power to dispose of and vote 1,688,924 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 251,189 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of FAV's shares) share this power with Bulldog Investors, LLC.  Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.



c) Since the last filing on 8/9/16 the following shares of FAV were purchased:

Date:		        Shares:		Price:
08/09/16		1,700		9.0940
08/10/16		1,110		9.0700
08/11/16		4,345		9.0851
08/15/16		300		9.1300
08/18/16		2,393		9.1100
08/19/16		8,353		9.1000
08/22/16		18,688		9.0959
08/23/16		40,000		9.1302
08/29/16		14,240		9.1279



d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.

e) N/A

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A

After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 8/30/2016

By: /S/ Phillip Goldstein
Name:   Phillip Goldstein

By: /S/ Andrew Dakos
Name:   Andrew Dakos


By: /S/ Steven Samuels
Name:   Steven Samuels

Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member

Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>