_______________________________________________    ____________________________
SHAREHOLDERS FOR TOMORROW                          614 BROADWAY
                                                   POB 801
                                                   YANKTON, SOUTH DAKOTA  57078
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Dear Fellow Shareholder of First Financial Fund, Inc.:

         Shareholders for Tomorrow (SFT) owns more than 39% of the Fund's stock.
Since we are the Fund's largest shareholders, we believe we have the greatest
financial incentive to ensure the Fund's strong performance. But we need your
help to elect our nominees for the Fund's board of directors.

         The Enron, Worldcom and Arthur Andersen scandals have been on our mind
a lot lately. Here is where we come out:

         We shareholders have to have control of our directors. The directors
         must be responsible to us as the owners of the company. And we
         shareholders must be able to fire the directors when they are not
         responsive to shareholders.

         We have also been thinking about the conduct of First Financial's board
of directors. Here are some of the things that trouble us and should trouble you
as well:

         1. As of July 17th, the company that counts votes from 97% of the
"street shares" (i.e., the First Financial shareholders whose stock is held in
brokerage accounts) said that preliminary counts from these shares had
11,660,632 shares voted for the slate proposed by SFT and 3,479,878 shares voted
for the two incumbents running for reelection.

         A reasonable person might think that, if the numbers stay the same, the
slate proposed by SFT would win. After all, of those voting, 77% would have
voted for the slate proposed by SFT and only 23% would have voted for the
incumbents. Well, a reasonable person would be wrong. The incumbents have
stacked the deck against a reasonable outcome.

         The incumbents have adopted an unusual rule that says directors are
only elected if they get 50% of all shares. The votes so far would give the
slate proposed by SFT 49.3% of all shares and the incumbents 14.7% of all
shares. What happens if neither slate gets to 50%? Well, the incumbents stay in
office - even though they received votes from less than 15% of the shares!

         The rule adopted by the First Financial board would prevent us from
seating our slate of directors even though our slate may have many more votes
than the incumbents. That does not sound much like democracy. IT IS WRONG!

         2. The First Financial board has taken other steps to try to tilt the
election in their favor. They have acquired, with the Fund's money, a list of
shareholders' addresses and phone numbers and may be using the list to call you.
They have refused to give us the same list so that we can call you to discuss
these problems. This despite the fact that every other company who has tried to
do what First Financial is doing has lost in court (the First Financial board
claims they don't have to follow these other cases because none of them involved
a Maryland corporation). This despite the fact that every court that has
considered the question has been swayed by the obvious unfairness of what the
First Financial board is trying to do.

         The solution? Throw the rascals out! We can do it, but we need your
help. We are close to the 50% vote we need, but we need your vote to help us
elect directors who will change the way the incumbent board is acting.

         America is just not the place for rules that fly in the face of
corporate democracy and insulate cozy groups of incumbent directors. Each of the
incumbent directors running for reelection serves on at least 74 other
Prudential funds or portfolios. They get paid well for this service. But we fear
the incumbents may be more interested in protecting those cozy relationships
than in looking out for you and us, the owners of the Fund.

         If you are angry about corporate governance, here is your chance to do
something about it. Help take back the board room! Your vote is more important
than ever to restore corporate democracy. Your vote is a vote for corporate
democracy. Nothing more or less.

         The incumbents have constructed a lot of roadblocks. They have made our
effort very difficult, but we can do it with your help. As the holders of 39% of
the Fund's shares, SFT has the greatest financial incentive to ensure the Fund's
strong performance. In contrast, all of the Fund's current incumbent officers
and directors hold fewer than 6,000 shares - far less than 1%. Now who is more
likely to bring an owner's perspective to the Fund?

         Help us take back your boardroom.

         VOTE YES ON THE ENCLOSED GREEN PROXY CARD.

         If you have any questions or need assistance in voting your shares,
please contact MacKenzie Partners, Inc., who is assisting in the solicitation,
toll-free at (800) 322-2885. Even if you have already voted, please vote again
to make sure your vote is counted.

                                              Sincerely yours,

                                              /s/ Stewart R. Horesji

                                              STEWART R. HOREJSI