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

                                    FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

                  Investment Company Act file number: 811-04605

                          FIRST OPPORTUNITY 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, 2008 - June 30, 2009


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, 2008 to June 30, 2009





                                                                                         Matter
                                                                                                  Vote
                                  Shareholder                                           Proposed  Cast     Vote     For or
                                                                                           by     (Yes
               Ticker               Meeting   Record  Meeting                            Issuer    or     (For or   Against
Name of                                                       Description of Matter        or
Issuer         Symbol    CUSIP       Date      Date    Type   to be Voted On             Holder  Abstain) Against) Management
- -------------- ------- ---------- ---------- -------- ------- ------------------------- -------- -------  -------- ----------
                                                                                    
Cape            CBNJ   139209100   8/25/08   7/8/08   Annual    1    Election of four   Issuer    Yes      For       For
Bancorp, Inc.                                                        (4) directors
                                                                2    Approval of        Issuer    Yes      For       For
                                                                     equity incentive
                                                                     plan
                                                                3    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     Crowe, Chizek &
                                                                     Co, LLC as
                                                                     accounting firm
                                                                     and auditors for
                                                                     YE 12/31/08

Danvers         DNBK   236442109   9/12/08   7/14/08  Annual    1    Election of five   Issuer    Yes      For       For
Bancorp, Inc.                                                        (5) directors
                                                                2    Approve Danvers    Issuer    Yes    Against   Against
                                                                     Bancorp, Inc
                                                                     2008 stock
                                                                     option and
                                                                     incentive plan
                                                                3    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     Wolf & Company ,
                                                                     PC as
                                                                     independent
                                                                     registered
                                                                     public
                                                                     accounting firm
                                                                     for YE 12-31-08

Carver          CARV   146875109   9/16/08   7/29/08  Annual    1    Election of two    Issuer    Yes      For       For
Bancorp, Inc.                                                        (2) directors
                                                                2    Ratification of    Issuer    Yes      For       For
                                                                     the appointment
                                                                     of KPMG, LLP as
                                                                     independent
                                                                     auditors for the
                                                                     fiscal YE 3-31-09

Boston          BPFH   101119105   9/30/08   8/28/08  Special   1    Proposal to        Issuer    Yes      For       For
Private                                                              approve an
Financial                                                            amendment to the
Holdings,                                                            company's
Inc.                                                                 restated
                                                                     articles of
                                                                     organization to
                                                                     increase the
                                                                     number of
                                                                     authorized share
                                                                     of common stock
                                                                     from 70,000,000
                                                                     to 170,000,000
                                                                2    Proposal to        Issuer    Yes      For       For
                                                                     approve the
                                                                     conversion of
                                                                     the series
                                                                     B Preferred
                                                                     stock into
                                                                     common
                                                                     stock and
                                                                     the
                                                                     issuance of
                                                                     common
                                                                     stock in
                                                                     accordance
                                                                     with the
                                                                     terms of
                                                                     the series
                                                                     B preferred
                                                                     stock and
                                                                     the
                                                                     exercise of
                                                                     the
                                                                     warrants to
                                                                     purchase
                                                                     common
                                                                     stock and
                                                                     the
                                                                     issuance of
                                                                     common
                                                                     stock in
                                                                     accordance
                                                                     with the
                                                                     terms of
                                                                     the
                                                                     warrants

Jefferson       JFBI   472375104  10/30/08   8/29/08  Annual    1    Election of two    Issuer    Yes      For       For
Bancshares,                                                          (2) directors
Inc.
                                                                2    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     Craine, Thompson
                                                                     & Jones, PC as
                                                                     accounting firm
                                                                     for YE 6/30/09
                                                                3    Approval of        Holder   Abstain Abstain   Abstain
                                                                     shareholder
                                                                     proposal if
                                                                     properly
                                                                     presented

Beverly         BHBC   087866109  10/30/08   9/2/08   Annual    1    Election of five   Issuer    Yes      For       For
Hills                                                                (5) directors
Bancorp, Inc.

Georgetown      GTWN   372590109  10/28/08   9/10/08  Annual    1    Election of        Issuer    Yes      For       For
Bancorp, Inc.                                                        three (3)
                                                                     directors
                                                                2    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     Wolf & Co. as
                                                                     accounting firm
                                                                     for YE 6/30/09

Royal           RYFL   78027P109  10/22/08   9/15/08  Annual    1    Election of two    Issuer    Yes      For       For
Financial,                                                           (2) directors
Inc.
                                                                2    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     Crowe, Horwath,
                                                                     LLP as
                                                                     accounting firm
                                                                     for YE 6/30/09

Hampden         HBNK   40867E107   11/6/08   9/17/08  Annual    1    Election of four   Issuer    Yes      For       For
Bancorp, Inc.                                                        (4) directors
                                                                2    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     Wolf and Co. PC
                                                                     as independent
                                                                     auditors
                                                                     accounting firm
                                                                     for YE 6/30/09

Beacon          BFED   073582108  11/10/08   9/29/08  Special   1    Approval of        Issuer    Yes    Against   Against
Federal                                                              Beacon Federal
Bancorp, Inc.                                                        Bancorp, Inc.
                                                                     2008 equity
                                                                     incentive plan

HF Financial    HFFC   404172108  11/19/08   9/30/08  Special   1    Election of        Issuer    Yes      For       For
Corp.                                                                three (3)
                                                                     directors

                                                                2    Ratify             Issuer    Yes      For       For
                                                                     Appointment of
                                                                     Eide Baily, LLP
                                                                     Auditors for YE
                                                                     June 30, 2009

Sound           SNFL   83607Y108  11/19/08   9/30/08  Special   1    Approval of        Issuer   Abstain Abstain   Abstain
Financial,                                                           Sound Financial
Inc.                                                                 2008 equity
                                                                     incentive plan

Provident       PROV   743868101  11/25/08   10/10/08 Annual    1    Election of two    Issuer    Yes      For       For
Financial                                                            (2) directors
Holdings,
Inc.
                                                                2    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     Deloitte &
                                                                     Touche, LLP as
                                                                     independent
                                                                     auditors
                                                                     accounting firm
                                                                     for YE 6/30/09

Northfield      NFBK   66611L105  12/17/08   10/27/08 Special   1    Approve equity     Issuer    Yes      For       For
Bancorp, Inc.                                                        incentive plan

Vist            VIST   918255100  12/17/08   11/7/08  Special   1    Authorize          Issuer   Abstain Abstain   Abstain
Financial                                                            1,000,000 of
Corp.                                                                preferred stock
                                                                2    Grant management   Issuer   Abstain Abstain   Abstain
                                                                     authority to
                                                                     adjourn,
                                                                     postpone or
                                                                     continue special
                                                                     meeting

Eastern         EVBS   277196101  12/29/08   11/7/08  Special   1    Authorize          Issuer    Yes    Against   Against
Virginia                                                             issuance of up
Bancshares,                                                          to 10,000,000
Inc.                                                                 shares of AMPS
                                                                2    Solicit            Issuer    Yes    Against   Against
                                                                     additional
                                                                     proxies if needed

Dearborn        DEAR   24242R108   12/9/08   11/10/08 Special   1    Authorize          Issuer   Abstain Abstain   Abstain
Bancorp, Inc.                                                        5,000,000 of
                                                                     preferred stock

Connecticut     CTBC   207546102  12/16/08   11/10/08 Special   1    Authorize a        Issuer    Yes    Against   Against
Bank & Trust                                                         class of
Co.                                                                  1,000,000 shares
                                                                     of preferred
                                                                     stock, each
                                                                     without par value

ECB Bancorp,    ECBE   268253101  12/23/08   11/14/08 Special   1    Authorize          Issuer   Abstain Abstain   Abstain
Inc.                                                                 issuance of
                                                                     preferred stock
                                                                2    Adjourn meeting    Issuer   Abstain Abstain   Abstain
                                                                     to allow
                                                                     additional time
                                                                     to solicit votes

First           FSGI   336312103  12/18/08   11/17/08 Special   1    Authorize          Issuer   Abstain Abstain   Abstain
Security                                                             10,000,000
Group, Inc.                                                          shares of
                                                                     preferred stock
                                                                2    Adjourn meeting    Issuer   Abstain Abstain   Abstain
                                                                     to solicit
                                                                     additional
                                                                     proxies

SCBT            SCBT   78401V102  12/30/08   11/17/08 Special   1    Authorize          Issuer   Abstain Abstain   Abstain
Financial                                                            issuance of
Corporation                                                          10,000,000
                                                                     shares of
                                                                     preferred stock
                                                                2    Adjourn meeting    Issuer   Abstain Abstain   Abstain
                                                                     to solicit
                                                                     additional
                                                                     proxies

Beverly         BHBC   087866109  12/23/08   11/18/08 Special   1    Approve            Issuer   Abstain Abstain   Abstain
Hills Bancorp                                                        amendment to the
                                                                     certificate of
                                                                     incorporation

Home Federal    HOME   43710G105   1/16/09   11/21/08 Annual    1    Election of        Issuer    Yes      For       For
Bancorp, Inc.                                                        three (3)
                                                                     directors
                                                                2    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     Moss Adams, LLP
                                                                     as auditor for
                                                                     YE 9/30/09
                                                                3    Adoption of        Issuer    Yes    Against   Against
                                                                     2008 equity
                                                                     incentive plan

Perpetual       PFOH   714273109   1/21/09   11/24/08 Annual    1    Election of two    Issuer    Yes      For       For
Federal                                                              (2) directors
Savings Bank

Central         CVBK   155792104   1/22/09   11/28/08 Special   1    Authorize          Issuer    Yes    Against   Against
Virginia                                                             issuance of
Bankshares,                                                          1,000,000 shares
Inc. of AMPS
                                                                2    Adjourn meeting    Issuer    Yes    Against   Against
                                                                     to solicit
                                                                     additional
                                                                     proxies

Great          GFLBB   390528206   1/21/09   12/9/08  Special   1    Authorize bank     Issuer    Yes    Against   Against
Florida Bank                                                         to issue up to
                                                                     5,000,000 AMPS

Malvern         MLVF   561410101   1/29/09   12/16/08 Annual    1    Election of two    Issuer    Yes      For       For
Federal                                                              (2) directors
Bancorp, Inc.
                                                                2    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     Beard Miller
                                                                     Company, LLP as
                                                                     accountants for
                                                                     YE 9/30/09

Essa            ESSA   29667D104   2/5/09    12/19/08 Annual    1    Election of        Issuer    Yes      For       For
Bancorp, Inc                                                         three (3)
                                                                     directors
                                                                2    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     Beard Miller
                                                                     Company, LLP as
                                                                     accountants for
                                                                     YE 9/30/09

Liberty         LBCP   53017Q102   2/11/09   12/19/08 Annual    1    Election of two    Issuer    Yes      For       For
Bancorp, Inc.                                                        (2) directors

TFS             TFSL   87240R107   2/26/09   12/29/08 Annual    1    Election of        Issuer    Yes      For       For
Financial                                                            three (3)
Corporation                                                          directors
                                                                2    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     Deloitte &
                                                                     Touche, LLP as
                                                                     accountants for
                                                                     YE 9/30/09

River Valley    RIVR   768475105   3/1/09    1/2/09   Special   1    Amendment to       Issuer   Abstain Abstain   Abstain
Bancorp                                                              articles of
                                                                     incorporation
                                                                2    Solicit            Issuer   Abstain Abstain   Abstain
                                                                     additional
                                                                     proxies

Heritage        HEOP   42724R107             1/27/09  Annual    1    Amend article      Issuer    Yes    Against   Against
Oaks Bancorp                                                         four (4)  of the
                                                                     articles of
                                                                     incorporation

Republic        FRBK   760416107   3/18/09   1/29/09  Special   1    Merger plan        Issuer    Yes      For       For
First                                                                between Republic
Bancorp, Inc.                                                        First Bancorp,
                                                                     Inc. and
                                                                     Pennsylvania
                                                                     Commerce Bancorp
                                                                2    Solicit            Issuer   Abstain Abstain   Abstain
                                                                     additional
                                                                     proxies if needed

Pennsylvania    COBH   708677109   3/19/09   1/29/09  Special   1    Merger plan        Issuer    Yes      For       For
Commerce                                                             between Republic
Bancorp                                                              First Bancorp,
                                                                     Inc. and
                                                                     Pennsylvania
                                                                     Commerce Bancorp
                                                                2    Increase number    Issuer   Abstain Abstain   Abstain
                                                                     of shares of
                                                                     common stock to
                                                                     25,000,000
                                                                3    Other business     Issuer   Abstain Abstain   Abstain
                                                                     which may come
                                                                     before the
                                                                     meeting

Old Point       OPOF   680194107   4/28/09   2/18/09  Annual    1    Election of        Issuer    Yes      For       For
Financial                                                            sixteen (16)
Corporation                                                          directors
                                                                2    Other business     Issuer   Abstain Abstain   Abstain

River Valley    RIVR   768475105   4/15/09   2/23/09  Annual    1    Election of two    Issuer    Yes      For       For
Bancorp                                                              (2) directors
                                                                2    Majority voting    Holder    Yes      For     Against
                                                                     for election of
                                                                     directors

Centrue         TRUE   15643B106   4/22/09   2/23/09  Annual    1    Election of        Issuer    Yes      For       For
Financial                                                            three (3)
Corporation                                                          directors
                                                                2    Proposal re        Issuer    Yes      For       For
                                                                     shareholder
                                                                     approve
                                                                     executive
                                                                     compensation

Yadkin          YAVY   984314104   1/15/09   2/26/09  Special   1    Approval of        Issuer    Yes      For       For
Valley                                                               merger between
Financial                                                            Yadkin Valley
Corporation                                                          Financial Group
                                                                     and American
                                                                     Community
                                                                     Bancshares
                                                                2    Adjourn to         Issuer    Yes      For       For
                                                                     solicit more
                                                                     proxies

United          UBNK   91030T109   4/16/09   2/27/09  Annual    1    Election of        Issuer    Yes      For       For
Financial                                                            three (3)
Bancorp, Inc.                                                        directors
                                                                2    Grant Thornton     Issuer    Yes      For       For
                                                                     as accountant

Washington      WBCO   937303105   4/23/09   2/27/09  Annual    1    Election of        Issuer    Yes      For       For
Banking                                                              three (3)
Company                                                              directors
                                                                2    Executive          Issuer    Yes      For       For
                                                                     compensation

Great          GFLBB   390528206   4/30/09   2/27/09  Annual    1    Election of nine   Issuer    Yes      For       For
Florida Bank                                                         (9) directors

ECB Bancorp,    ECBE   268253101   4/21/09   3/2/09   Annual    1    Election of        Issuer    Yes      For       For
Inc.                                                                 three (3)
                                                                     directors
                                                                2    Executive          Issuer   Abstain Abstain   Abstain
                                                                     compensation
                                                                3    Dixon Hughes as    Issuer    Yes      For       For
                                                                     accountants

Vist            VIST   918255100   4/21/09   3/2/09   Annual    1    Election of five   Issuer    Yes      For       For
Financial                                                            (5) directors
Corp
                                                                2    Non-employee       Issuer    Yes    Against   Against
                                                                     director
                                                                     compensation plan
                                                                3    Executive          Issuer    Yes      For       For
                                                                     compensation
                                                                4    Ratify             Issuer    Yes      For       For
                                                                     independent
                                                                     auditors

South          TSFGO   837841303   5/5/09    3/2/09   Annual    1    Election of five   Issuer    Yes      For       For
Financial                                                            (5) directors
Group, Inc.
                                                                2    TSFG's long-term   Issuer    Yes      For       For
                                                                     incentive plan
                                                                3    TSFG's employee    Issuer    Yes      For       For
                                                                     stock purchase
                                                                     plan
                                                                4    Ratify             Issuer    Yes      For       For
                                                                     compensation

                                                                5    PWC LLP as         Issuer    Yes      For       For
                                                                     accountants

Boston          BPFH   101119105   4/22/09   3/4/09   Annual    1    Election of four   Issuer    Yes      For       For
Private                                                              (4) directors
Financial
Holdings,
Inc.
                                                                2    Stock option and   Issuer    Yes    Against   Against
                                                                     incentive plan
                                                                3    Resolution re      Issuer    Yes      For       For
                                                                     compensation of
                                                                     executive
                                                                     officers

CFS Bancorp,    CITZ   12525D102   4/28/09   3/6/09   Annual    1    Election of one    Issuer    Yes      For       For
Inc.                                                                 (1) directors
                                                                2    Ratify BKD as      Issuer    Yes      For       For
                                                                     accountant

LSB             LSBX   50215P100   5/5/09    3/6/09   Annual    1    Election of        Issuer    Yes      For       For
Corporation                                                          three (3)
                                                                     directors
                                                                2    Executive          Issuer   Abstain Abstain   Abstain
                                                                     compensation
                                                                3    Wold & Company,    Issuer    Yes      For       For
                                                                     PC as accountants

BCB Bancorp,    BCBP   055298103   4/23/09   3/9/09   Annual    1    Election of four   Issuer    Yes      For       For
Inc.                                                                 (4) directors
                                                                2    Beard Miller       Issuer    Yes      For       For
                                                                     Company LLP as
                                                                     accountants

Ameriserv       ASRV   03074A102   4/28/09   3/9/09   Annual    1    Election of five   Issuer    Yes      For       For
Financial,                                                           (5) directors
Inc.
                                                                2    Lower par value    Issuer    Yes      For       For
                                                                     of stock to $.01
                                                                3    S.R. Snodgrass     Issuer    Yes      For       For
                                                                     AC as accountant
                                                                4    Executive          Issuer    Yes      For       For
                                                                     compensation

Goldman          GS    38141G104   5/8/09    3/9/09   Annual    1    Election of        Issuer    Yes      For       For
Sachs,                                                               twelve (12)
Group, Inc.                                                          directors
                                                                2    PWC LLP as         Issuer    Yes      For       For
                                                                     accountants
                                                                3    Executive          Issuer    Yes      For       For
                                                                     compensation
                                                                4    Cumulative voting  Holder    Yes      For     Against
                                                                5    Simple majority    Holder    Yes      For     Against
                                                                     vote
                                                                6    Amend by-laws to   Holder   Abstain Abstain   Abstain
                                                                     provide for
                                                                     board
                                                                7    Political          Holder   Abstain Abstain   Abstain
                                                                     contributions

Third           TDCB   884120106   5/20/09   3/12/09  Annual    1    Election of two    Issuer    Yes      For       For
Century                                                              (2) directors
Bancorp
                                                                2    BKD LLP as         Issuer    Yes      For       For
                                                                     accountants

Beacon          BFED   073582108   5/21/09   3/12/09  Annual    1    Election of two    Issuer    Yes      For       For
Federal                                                              (2) directors
Bancorp Inc.
                                                                2    Crowe Horwath      Issuer    Yes      For       For
                                                                     LLP as
                                                                     accountants

Katahdin        KTHN   485835102   5/4/09    3/13/09  Annual    1    Election of two    Issuer    Yes      For       For
Bankshares                                                           (2) directors
Corp.
                                                                2    Berry, Dunn,       Issuer    Yes      For       For
                                                                     McNiel & Paker
                                                                     as

Rome            ROME   77587P103   5/6/09    3/13/09  Annual    1    Election of two    Issuer    Yes      For       For
Bancorp, Inc.                                                        (2) directors
                                                                2    Crowe Horwath      Issuer    Yes      For       For
                                                                     LLP as
                                                                     accountants

Danvers         DNBK   236442109   5/8/09    3/13/09  Annual    1    Election of six    Issuer    Yes      For       For
Bancorp, Inc.                                                        (6) directors
                                                                2    Wolf & Company,    Issuer    Yes      For       For
                                                                     PC as auditor

Sterling        STBK   85915B100   5/12/09   3/13/09  Annual    1    Election of        Issuer    Yes      For       For
Banks Inc                                                            twelve (12)
                                                                     directors

Redwood         REDW   757903109   5/13/09   3/13/09  Annual    1    Election of one    Issuer    Yes      For       For
Financial,                                                           (1) director
Inc

First           FCFL   31985E202   5/18/09   3/13/09  Annual    1    Fix the number     Issuer    Yes      For       For
Community                                                            of directors to
Bank Corp                                                            serve on the
                                                                     board for the
                                                                     ensuing year at
                                                                     eleven
                                                                2    Election of        Issuer    Yes      For       For
                                                                     eight (8)
                                                                     directors
                                                                3    Executive          Issuer    Yes      For       For
                                                                     compensation
                                                                4    Solicit            Issuer   Abstain Abstain   Abstain
                                                                     additional
                                                                     proxies if there
                                                                     are not
                                                                     sufficient votes

Wainwright      WAIN   930705108   5/13/09   3/16/09  Annual    1    Election of        Issuer    Yes      For       For
Bank & Trust                                                         twelve (12)
company                                                              directors
                                                                2    Election of        Issuer    Yes      For       For
                                                                     clerk of the Bank
                                                                3    Vitale, Caturano   Issuer    Yes      For       For
                                                                     & Company, PC as
                                                                4    Issuance of        Issuer   Against Against   Against
                                                                     subordinated
                                                                     debentures and
                                                                     warrants during
                                                                     2008, as
                                                                     described in the
                                                                     proxy statement
                                                                5    Executive          Issuer    Yes      For       For
                                                                     compensation

Legacy          LEGC   52463G105   5/13/09   3/16/09  Annual    1    Election of two    Issuer    Yes      For       For
Bancorp, Inc.                                                        (2) directors
                                                                2    Ratify Wolf &      Issuer    Yes      For       For
                                                                     Company, PC as

Home            HBCP   43689E107   5/12/09   3/16/09  Annual    1    Election of        Issuer    Yes      For       For
Bancorp, Inc.                                                        three (3)
                                                                     directors
                                                                2    2009 stock plan    Issuer   Abstain Abstain   Abstain
                                                                3    2009 recognition   Issuer   Abstain Abstain   Abstain
                                                                     and retention
                                                                     plan and trust
                                                                     agreement

SI Financial    SIFI   78425W102   5/13/09   3/16/09  Annual    1    Election of        Issuer    Yes      For       For
Group, Inc                                                           three (3)
                                                                     directors
                                                                2    Wolf & Company,    Issuer    Yes      For       For
                                                                     PC

Bank of         BMRC   063425102   5/12/09   3/17/09  Annual    1    Election of        Issuer    Yes      For       For
Marin Bancorp                                                        twelve (12)
                                                                     directors
                                                                2    Selection of       Issuer    Yes      For       For
                                                                     auditors

CRM             CRMH   G2554P103   5/5/09    3/24/09  Annual    1    Election of ten    Issuer    Yes      For       For
Holdings, LTD                                                        (10) directors
                                                              3      Ernst & Young      Issuer    Yes      For       For
                                                              (no    LLP as auditors
                                                              2
                                                              listed)

Citizens        CZYB   174532101   5/14/09   3/18/09  Annual    1    Election of        Issuer    Yes      For       For
Community                                                            three (3)
Bank                                                                 directors
                                                                2    Executive          Issuer    Yes      For       For
                                                                     compensation

First Trust     NCFT   33732N105   5/21/09   3/18/09  Annual    1    Election of four   Issuer    Yes      For       For
Bank                                                                 (4) directors
                                                                2    Issuance of        Issuer    Yes    Against   Against
                                                                     1,000,000 shares
                                                                     of preferred
                                                                     stock
                                                                3    Dixon Hughes       Issuer    Yes      For       For
                                                                     PLLC as
                                                                     accountants
                                                                4    Solicit            Issuer   Abstain Abstain   Abstain
                                                                     additional
                                                                     proxies

Abington        ABBC   00350L109   5/14/09   3/19/09  Annual    1    Election of two    Issuer    Yes      For       For
Bancorp Inc.                                                         (2) directors
                                                                2    Beard Miller       Issuer    Yes      For       For
                                                                     Company LLP as
                                                                     accountants

State           STBC   855716106   4/28/09   3/20/09  Annual    1    Election of four   Issuer    Yes      For       For
Bancorp, Inc.                                                        (4) directors
                                                                2    Ratify             Issuer    Yes      For       For
                                                                     appointment of
                                                                     an accounting
                                                                     firm

                                                                3    Change the vote    Issuer    Yes    Against   Against
                                                                     required for
                                                                     election of
                                                                     directors
                                                                4    Change the par     Issuer    Yes      For       For
                                                                     value of the
                                                                     stock
                                                                5    Ratify the         Issuer    Yes    Against   Against
                                                                     company's 2008
                                                                     compensation
                                                                     program for its
                                                                     named executive
                                                                     officers
                                                                6    Election of        Holder    Yes      For     Against
                                                                     Directors

Dearborn        DEAR   24242R108   5/19/08   3/20/09  Annual    1    Election of        Issuer    Yes      For       For
Bancorp, Inc.                                                        three (3)
                                                                     directors

Parkway Bank    PKWY   70153M109   5/26/09   3/20/09  Annual    1    Election of five   Issuer    Yes      For       For
                                                                     (5) directors
                                                                2    Change the         Issuer    Yes      For       For
                                                                     number of shares
                                                                     and classes of
                                                                     capital stock by
                                                                     establishing a
                                                                     preferred stock

Newport         NFSB   651754103   5/14/09   3/23/09  Annual    1    Election of five   Issuer    Yes      For       For
Bancorp, Inc.                                                        (5) directors
                                                                2    Wolf & Company     Issuer    Yes      For       For
                                                                     PC as Accountants

Southern        SFST   842873101   5/19/09   3/23/09  Annual    1    Election of        Issuer    Yes      For       For
First                                                                three (3)
Bancshares,                                                          directors
Inc.
                                                                2    Executive          Issuer    Yes    Against   Against
                                                                     compensation

Viewpoint       VPFG   926727108   5/19/09   3/23/09  Annual    1    Election of        Issuer    Yes      For       For
Financial                                                            three (3)
Group                                                                directors

Newbridge       NBBC   65080T102   5/13/09   3/24/09  Annual    1    Election of        Issuer    Yes      For       For
Bancorp                                                              thirteen (13)
                                                                     directors
                                                                2    Grant Thornton     Issuer    Yes      For       For
                                                                     LLP as
                                                                     accountants
                                                                3    Executive          Issuer    Yes    Against   Against
                                                                     compensation

Connecticut     CTBC   207546102   5/15/09   3/24/09  Annual    1    Election of four   Issuer    Yes      For       For
Bank & Trust                                                         (4) directors
                                                                2    Quarterly          Issuer    Yes      For       For
                                                                     dividends on AMPS
                                                                3    Executive          Issuer    Yes    Against   Against
                                                                     compensation

MFA             MFA    55272X102   5/21/09   3/24/09  Annual    1    Election of two    Issuer    Yes      For       For
Financial,                                                           (2) directors
Inc.
                                                                2    Ernst & Young      Issuer    Yes      For       For
                                                                     LLP as
                                                                     accountants

1st United      FSDB   33740N105   5/26/09   3/24/09  Annual    1    Election of        Issuer    Yes      For       For
Bancorp                                                              twelve (12)
                                                                     directors
                                                                2    Increase common    Issuer    Yes      For       For
                                                                     shares
                                                                3    Executive          Issuer    Yes      For       For
                                                                     compensation
                                                                4    Crowe Horwath      Issuer    Yes      For       For
                                                                     LLP as
                                                                     accountants

Metrocorp       MCBI   591650106   5/8/09    3/25/09  Annual    1    Election of four   Issuer    Yes      For       For
Bancshares,                                                          (4) directors
Inc.
                                                                2    PWC LLP as         Issuer    Yes      For       For
                                                                     accountants
                                                                3    Increase shares    Issuer    Yes    Against   Against
                                                                     from 350,000 to
                                                                     650,000
                                                                4    Executive          Issuer    Yes      For       For
                                                                     compensation

First           FABK   31848L104   5/20/09   3/25/09  Annual    1    Election of        Issuer    Yes      For       For
Advantage                                                            three (3)
Bancorp                                                              directors
                                                                2    Horn LLP as        Issuer    Yes      For       For
                                                                     accountants

Bridge          BBNK   108030107   5/21/09   3/25/09  Annual    1    Election of ten    Issuer    Yes      For       For
Capital                                                              (10) directors
Holdings
                                                                2    Approve the        Issuer    Yes      For       For
                                                                     conversion
                                                                     features of the
                                                                     company's series
                                                                     B and B1
                                                                     preferred stock

                                                                3    Increase           Issuer    Yes      For       For
                                                                     directors from
                                                                     11 to 13
                                                                4    Executive          Issuer    Yes      For       For
                                                                     compensation
                                                                5    Vavrinek, Trine,   Issuer    Yes      For       For
                                                                     Day & Co., LLP
                                                                     as accountants

Chimera         CIM    16934Q109   5/29/09   3/27/09  Annual    1    Election of two    Issuer    Yes      For       For
Investment                                                           (2) directors
Corporation
                                                                2    D&T LLP as         Issuer    Yes      For       For
                                                                     accountants

Terra Nova      TNFG   88102L204   5/14/09   3/30/09  Annual    1    Election of six    Issuer    Yes      For       For
Financial                                                            (6) directors
Group, Inc.
                                                                2    KBA Group LLP as   Issuer    Yes      For       For
                                                                     accountants

Maiden          MHLD   G5753U112   4/30/09   3/31/09  Annual    1    Election of        Issuer    Yes      For       For
Holdings LTD.                                                        eight (8)
                                                                     directors
                                                              3 (2   Increase shares    Issuer    Yes      For       For
                                                              not    from 100,000,000
                                                              listed)to 150,000,000
                                                                4    Bdo Seidman, LLP   Issuer    Yes      For       For
                                                                     as accountants

Amtrust        AFNIY   032359101   5/12/09   3/31/09  Annual    1    Election of        Issuer    Yes      For       For
Financial                                                            seven (7)
Services                                                             directors
                                                                2    BDO Seidman, LLP   Issuer    Yes      For       For
                                                                     as auditor

Bank of         BOCH   06424J103   5/12/09   3/31/09  Annual    1    Election of nine   Issuer    Yes      For       For
Commerce                                                             (9) directors
Holdings
                                                                2    Seven (7) -        Issuer    Yes      For       For
                                                                     thirteen (13)
                                                                     director seats
                                                                3    Moss Adams, LLP    Issuer    Yes      For       For
                                                                     as accountants
                                                                4    Executive          Issuer    Yes      For       For
                                                                     compensation

Carolina        CART   144200102   5/12/09   3/31/09  Annual    1    Election of five   Issuer    Yes      For       For
Trust Bank                                                           (5) directors
                                                                2    Executive          Issuer    Yes      For       For
                                                                     compensation
                                                                3    Ratify an          Issuer    Yes      For       For
                                                                     accounting firm

American        ABNJ   02407E104   5/19/09   3/31/09  Annual    1    Approval of        Issuer    Yes      For       For
Bancorp of                                                           agreement and
New Jersey,                                                          plan of merger
Inc.
                                                                2    Election of one    Issuer    Yes      For       For
                                                                     (1) directors
                                                                3    Crowe Horwath      Issuer    Yes      For       For
                                                                     LLP as
                                                                     accountants
                                                                4    Solicit            Issuer    Yes      For       For
                                                                     additional
                                                                     proxies if needed

Heritage        HEOP   42724R107   5/21/09   3/31/09  Annual    1    Election of        Issuer    Yes      For       For
Oaks Bancorp                                                         eleven (11)
                                                                     directors
                                                                2    Executive          Issuer    Yes      For       For
                                                                     compensation
                                                                3    Vavrinek, Trine,   Issuer    Yes      For       For
                                                                     Day & Co. LLP as
                                                                     accountant

Bank of         BOVA   06544P104   5/27/09   3/31/09  Annual    1    Election of        Issuer    Yes      For       For
Virginia                                                             three (3)
                                                                     directors
                                                                2    Yount, Hyde &      Issuer    Yes      For       For
                                                                     Barbour PC as
                                                                     auditors

Citizens        CRBC   174420109   5/27/09   3/31/09  Annual    1    Election of four   Issuer    Yes      For       For
Republic                                                             (4) directors
Bancorp, Inc.
                                                                2    Executive          Issuer    Yes      For       For
                                                                     compensation
                                                                3    Ernst & Young as   Issuer    Yes      For       For
                                                                     accountants

Pacific         PPBI   69478X105   5/27/09   3/31/09  Annual    1    Election of two    Issuer    Yes      For       For
Premier                                                              (2) directors
Bancorp, Inc.

                                                                2    Vavrinek, Trine,   Issuer    Yes      For       For
                                                                     Day & Co. LLP as
                                                                     auditors

Aercap          AER    N00985106   5/19/09   4/1/09   Annual   3     Adoption of        Issuer    Yes      For       For
Holdings N V                                                  (no    annual accounts
                                                              1 or
                                                               2)
                                                               5     Discharge of       Issuer    Yes      For       For
                                                              (no    Directors
                                                               4)
                                                                6    Re-appointment     Issuer    Yes      For       For
                                                                     of three (3)
                                                                     directors
                                                                7    Keith A Helming    Issuer    Yes      For       For
                                                                     as person
                                                                     referred to in
                                                                     article 16
                                                                8    PWC LLP as         Issuer    Yes      For       For
                                                                     accountants
                                                                9    BOD to             Issuer    Yes      For       For
                                                                     repurchase shares
                                                               10    Amendment to       Issuer    Yes      For       For
                                                                     articles of
                                                                     association of
                                                                     the company and
                                                                     designation of
                                                                     each of the
                                                                     company's
                                                                     Directors and
                                                                     each Lawyer to
                                                                     implement the
                                                                     amendment

First           FCVA   319438107   5/20/09   4/1/09   Annual    1    Election of four   Issuer    Yes      For       For
Capital                                                              (4) directors
Bancorp, Inc.
                                                                2    Ratify Cherry      Issuer    Yes      For       For
                                                                     Bekaert &
                                                                     Holland

Appalachian     APAB   037675105   5/19/09   4/3/09   Annual    1    Election of two    Issuer    Yes      For       For
Bancshares,                                                          (2) directors
Inc.

Beneficial      BNCL   08173R104   5/20/09   4/3/09   Annual    1    Election of        Issuer    Yes      For       For
Mutual                                                               three (3)
Bancorp. Inc.                                                        directors
                                                                2    D&T LLP as         Issuer    Yes      For       For
                                                                     accountants

FNB Bancorp     FNBG   302515101   5/20/09   4/2/09   Annual    1    Election of        Issuer    Yes      For       For
                                                                     seven (7)
                                                                     directors
                                                                2    Amend bylaws       Issuer    Yes      For       For
                                                                3    Executive          Issuer    Yes      For       For
                                                                     Compensation
                                                                4    Moss Adams LLP     Issuer    Yes      For       For
                                                                     as auditors

Eastern         EVBS   277196101   5/21/09   4/6/09   Annual    1    Election of four   Issuer    Yes      For       For
Virginia                                                             (4) directors
Bankshares,
Inc.
                                                                2    Executive          Issuer    Yes      For       For
                                                                     compensation
                                                                3    Increase number    Issuer    Yes      For       For
                                                                     of Directors
                                                                     from 10 to

Old Line        OLBK   67984M100   5/28/09   4/6/09   Annual    1    Election of four   Issuer    Yes      For       For
Bancshares,                                                          (4) directors
Inc.
                                                                2    Rowles & Company   Issuer    Yes      For       For
                                                                     LLP as
                                                                     accountants
                                                                3    Executive          Issuer    Yes      For       For
                                                                     compensation

White           WTM    G9618E107   6/4/09    4/6/09   Annual    1    Election of        Issuer    Yes      For       For
Mountains                                                            twenty-eight
Insurance                                                            (28) directors
Group, LTD
                                                               8     Appointment of     Issuer    Yes      For       For
                                                              (no    an accounting
                                                              2 -    firm
                                                               7
                                                              listed

Flagstar        FBC    337930101   5/26/09   4/7/09   Annual    1    Election of ten    Issuer    Yes      For       For
Bancorp, Inc.                                                        (10) directors
                                                                2    Increase number    Issuer    Yes      For       For
                                                                     of authorized
                                                                     shares of common
                                                                     stock
                                                                3    Delete             Issuer    Yes      For       For
                                                                     requirement to
                                                                     divide Board
                                                                4    Delete             Issuer    Yes      For       For
                                                                     references to
                                                                     chapter 7B of MI
                                                                     business
                                                                     corporation act.
                                                                5    Issuance of        Issuer    Yes      For       For
                                                                     common stock
                                                                     issuable upon
                                                                     exercise of
                                                                     warrant issued
                                                                     to US Dept of
                                                                     Treasury

                                                                6    Issuance of        Issuer    Yes      For       For
                                                                     common stock
                                                                     upon exercise of
                                                                     the May investor
                                                                     warrants that
                                                                     were issued in
                                                                     connection with
                                                                     amendments
                                                                7    Majority vote      Issuer    Yes      For       For
                                                                     for election of
                                                                     directors
                                                                8    Majority vote      Issuer    Yes      For       For
                                                                     for election of
                                                                     Board of
                                                                     Directors
                                                                9    Virchow, Krause    Issuer    Yes      For       For
                                                                     and Co. LLP as
                                                                     accountants
                                                               10    Executive pay      Issuer    Yes      For       For
                                                                     for performance
                                                               11    Increase maximum   Issuer    Yes      For       For
                                                                     number of shares
                                                                     available for
                                                                     awards

First           FSGI   336312103   6/3/09    4/7/09   Annual    1    Election of        Issuer    Yes      For       For
Security                                                             seven (7)
Group, Inc.                                                          directors
                                                                2    Joseph Decosimo    Issuer    Yes      For       For
                                                                     and Company,
                                                                     PLLC as
                                                                     accountants
                                                                3    Executive          Issuer    Yes      For       For
                                                                     compensation

Valley          VCBP   919518100   5/19/09   4/9/09   Annual    1    Election of nine   Issuer    Yes      For       For
Commerce                                                             (9) directors
Bancorp
                                                                2    Perry-Smith as     Issuer    Yes      For       For
                                                                     auditor
                                                                3    Executive          Issuer    Yes      For       For
                                                                     compensation

Meridian        EBSB   58964Q104   5/20/09   4/9/09   Annual    1    Election of four   Issuer    Yes      For       For
Interstate                                                           (4) directors
Bancorp, Inc.
                                                                2    Wolf & Company     Issuer    Yes      For       For
                                                                     PC as accountants

Central         CFBK   15346Q103   5/21/09   4/9/09   Annual    1    Election of two    Issuer    Yes      For       For
Federal                                                              (2) directors
Corporation
                                                                2    Equity             Issuer    Yes      For       For
                                                                     compensation plan
                                                                3    Increase shares    Issuer    Yes      For       For
                                                                     of common stock
                                                                4    Executive          Issuer    Yes      For       For
                                                                     compensation
                                                                5    Crowe Horwath      Issuer    Yes      For       For
                                                                     LLP as
                                                                     accountants

Beverly         BNV    088115100   5/28/09   4/9/09   Annual    1    Fix number of      Issuer    Yes      For       For
National                                                             BOD at 12
Corporation
                                                                2    Election of four   Issuer    Yes      For       For
                                                                     (4) directors
                                                                3    Eliminate          Issuer    Yes    Against   Against
                                                                     preemptive rights
                                                                4    Transact other     Issuer    Yes      For       For
                                                                     business

Goldleaf        GFSI   38144H208   5/21/09   4/16/09  Annual    1    Election of        Issuer    Yes      For       For
Financial                                                            three (3)
Solutions,                                                           directors
Inc.
                                                                2    Amend long tern    Issuer    Yes    Against   Against
                                                                     equity incentive
                                                                     plan
                                                                3    Other matters      Issuer    Yes      For       For

First           FCAL   319395109   5/27/09   4/17/09  Annual    1    Election of ten    Issuer    Yes      For       For
California                                                           (10) directors
Financial
Group, Inc.
                                                                2    Moss Adams, LLP    Issuer    Yes      For       For
                                                                     as accountants
                                                                3    Executive          Issuer    Yes      For       For
                                                                     compensation plan

Oak Ridge       BKOR   671768109   6/11/09   4/17/09  Annual    1    Election of        Issuer    Yes      For       For
Financial                                                            three (3)
Services,                                                            directors
Inc.
                                                                2    Executive          Issuer    Yes      For       For
                                                                     compensation
                                                                3    Elliott Davis,     Issuer    Yes      For       For
                                                                     PLLC as
                                                                     accountants

Northfield      NFBK   66611L105   5/27/09   4/20/09  Annual    1    Election of        Issuer    Yes      For       For
Bancorp, Inc.                                                        three (3)
                                                                     directors
                                                                2    Northfield         Issuer    Yes      For       For
                                                                     Bancorp, Inc.
                                                                3    KPMG LLP as        Issuer    Yes      For       For
                                                                     accountants

Mackinac        MFNC   554571109   5/27/09   4/21/09  Annual    1    Election of        Issuer    Yes      For       For
Financial                                                            three (3)
Corporation                                                          directors
                                                                2    Executive          Issuer    Yes      For       For
                                                                     Compensation

Resource       RSCCL   76120W104   6/9/09    4/22/09  Annual    1    Election of        Issuer    Yes      For       For
Capital Corp.                                                        three (3)
                                                                     directors
                                                                2    Other business     Issuer    Yes      For       For

Greater         GHDS   391868106   6/3/09    4/27/09  Annual    1    Election of        Issuer    Yes      For       For
Hudson Bank                                                          three (3)
NA                                                                   directors

TICC Capital    TICC   87244T109   6/18/09   4/27/09  Annual    1    Election of two    Issuer    Yes      For       For
Corp                                                                 (2) directors
                                                                2    PWC LLP as         Issuer    Yes      For       For
                                                                     accountants

Sound           SNFL   83607Y108   5/26/09   4/28/09  Annual    1    Election of        Issuer    Yes      For       For
Financial                                                            three (3)
Inc.                                                                 directors
                                                                2    Moss Adams, LLP    Issuer    Yes      For       For
                                                                     as accountants

Pilot           PLBN   721530103   5/26/09   4/30/09  Annual    1    Election of two    Issuer    Yes      For       For
Bancshares,                                                          (2) directors
Inc.

Broadway        BYFC   111444105   6/24/09   5/8/09   Annual    1    Election of two    Issuer    Yes      For       For
Financial                                                            (2) directors
Corporation
                                                                2    Crowe Horwath      Issuer    Yes      For       For
                                                                     LLP as
                                                                     accountants
                                                                3    Executive          Issuer    Yes      For       For
                                                                     Compensation

Sun Bancorp,    SNBC   86663B102   7/16/09   5/29/09  Annual    1    Election of        Issuer    Yes      For       For
Inc.                                                                 fourteen (14)
                                                                     directors
                                                                2    Approval of        Issuer    Yes    Against   Against
                                                                     amendment to
                                                                     Company's 2004
                                                                     stock-based
                                                                     incentive plan
                                                                3    Approval of        Issuer    Yes    Against   Against
                                                                     directors stock
                                                                     purchase plan
                                                                4    D&T, LLP as        Issuer    Yes      For       For
                                                                     auditors

Alliance        ABVA   018535104   7/15/09   6/3/09   Annual    1    Election of two    Issuer    Yes      For       For
Bankshares                                                           (2) directors
Corporation
                                                                2    Yount, Hyde &      Issuer    Yes      For       For
                                                                     Barbour, PC as
                                                                     accountants






                                    SIGNATURE

     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 Opportunity Fund, Inc.

                     By:          /s/ Stephen C. Miller
                                  ----------------------------
                                  Stephen C. Miller
                                  President (Principal Executive Officer)

                     Date:        August 28, 2009