First Financial Fund, Inc.
                              Gateway Center Three
                               100 Mulberry Street
                          Newark, New Jersey 07102-4077

                                  July 31, 2002

To our valued Stockholders:

      I know you have received plenty of mail from us lately with respect to our
recommendation that you re-elect the incumbents, Eugene C. Dorsey and Robert E.
La Blanc, as Class I Directors of First Financial Fund, Inc. (the "Fund"), by
voting on the WHITE proxy cards. However, yesterday, an independent arbiter of
proxy proposals and corporate governance, Institutional Shareholder Services
("ISS"), strongly recommended that its subscribers, primarily institutional
investors, vote for the incumbents and discard the Horejsi Group's proxy card.
In its report, ISS stated the following:

       O    "THE INCUMBENT DIRECTORS HAVE HELPED LEAD THE FUND TO ITS SUCCESSFUL
            RECORD. IT WOULD SEEM ODD TO CHANGE THIS SUCCESSFUL TEAM AT THIS
            JUNCTURE WITHOUT MORE COMPELLING ARGUMENTS...";

       O    "[THE HOREJSI GROUP] SHOULD NOT BE ABLE TO CO-OPT A FUND THAT IS
            FULFILLING AN IMPORTANT OBJECTIVE AND HAS POSTED STRONG RETURNS.";

       O    "WHY DOES MR. HOREJSI SEEK THE ABILITY TO CHANGE [THE FUND] IF HE IS
            GENERALLY PLEASED WITH ITS PERFORMANCE?";

       O    "PROVIDING MR. HOREJSI WITH THE ABILITY TO CHANGE FUND OPERATIONS
            WOULD ALLOW HIM TO CHANGE THE FUND'S INVESTMENT OBJECTIVE...THESE
            CHANGES MIGHT NOT BE IN THE BEST INTEREST OF ALL SHAREHOLDERS."; AND

       O    "...THE MAIN POINT IS THAT THE INCUMBENT DIRECTORS HAVE LED FF
            THROUGH A SUCCESSFUL PERIOD WHILE MEETING A SHAREHOLDER COVETED
            INVESTMENT NICHE."/1/

      Don't forget that the current Board, including the incumbents, has led the
Fund to become:  (1) the #1 closed-end equity fund over 10 years (as of December
31,  2001);/2/  (2) the #1  closed-end  sector  equity  fund for the year  ended
December 31, 2001;/3/ and (3) the best performing  closed-end fund over the past
15 years (as of April 30, 2002)./4/

      WE ARE VERY PLEASED WITH THE INDEPENDENT RECOMMENDATION OF ISS. WE TRUST
YOU AGREE, AND WILL VOTE THE WHITE PROXY CARD TO DEFEAT THE HOREJSI CANDIDATES
AND TO KEEP YOUR DIRECTORS, MESSRS. DORSEY AND LA BLANC, ON THE BOARD.

      As the August 12 meeting date is very soon, it is very important that you
sign, date, and return the enclosed WHITE proxy card immediately in the enclosed



postage-paid return envelope to ensure that your vote will be counted. PLEASE
IGNORE ANY GREEN PROXY CARDS YOU MAY RECEIVE FROM THE HOREJSI GROUP OR ITS
SOLICITORS. IF YOU HAVE ALREADY VOTED A GREEN PROXY CARD, YOU MAY STILL SUBMIT A
WHITE PROXY CARD, WHICH WOULD CANCEL YOUR VOTE ON THE GREEN PROXY CARD. Should
you need another copy of our proxy materials, or if you have any questions or
need other assistance, please call the Fund's proxy solicitor, Georgeson
Shareholder Communications Inc., toll free at (800) 530-2809.

      Thank you for your time and consideration. We look forward to continuing
our valuable partnership with you.

                                          Sincerely,


                                          /s/ Thomas T. Mooney

                                          Thomas T. Mooney
                                          Chairman of the Board of Directors
                                          First Financial Fund, Inc.


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/1/  From a report dated July 30, 2002.(C) Institutional Shareholder Services.
/2/  By Lipper, Inc., a global leader in supplying fund information.
/3/  By Lipper, Inc.
/4/ By The Internet Closed-End Fund Investor, a service whose mission is to
educate investors about closed-end funds and to provide information that may be
useful in making investment decisions concerning closed-end funds, and
CDA/Wiesenberger, a leading provider of fund information.