FIRST FINANCIAL FUND INC
N-30D, 1996-05-30
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ANNUAL REPORT                    March 31, 1996

First
Financial
Fund, Inc.

(LOGO)

<PAGE>


Letter To Shareholders                   April 10, 1996

Dear Shareholder:
Taking still another curtain call, the U.S. equity bull market responded to 
investor enthusiasm by soaring ever higher during First Financial Fund's 
fiscal year ended March 31, 1996.  The bank and thrift sector participated in 
the latest leg of the rally in early 1996, though not as spiritedly; most of 
the money made was in larger cap financials.  Ironically, the rapid pace of 
consolidation was far more pronounced among the 50 largest banks than with 
their smaller and far more numerous brethren.

For example, bank investors witnessed the successful completion of a rare event
indeed: namely, Wells Fargo's unwelcome tender and acquisition of First 
Interstate.  Additionally, hostile shareholders had a role in the largest bank 
merger to date, Chase and Chemical, which further fueled the rally in large 
bank stocks.  An exception to the generally languid behavior of smaller cap 
financials was the consumer finance area, specifically home equity and auto 
finance issues.  After stalling late in 1995 due to credit quality concerns, 
select finance company stocks have sprinted to new highs thus far in 1996.

Investment Objective
The Fund seeks long-term capital appreciation by investing in a portfolio of 
stocks issued by savings and loan companies and banking institutions.

The performance of First Financial Fund and various benchmarks is shown as 
follows:
                                   TOTAL RETURN
                           For The Period Ended 3/31/96
<TABLE>
<CAPTION>
                                      6 Mos.     12 Mos.
<S>                                  <C>         <C>     
First Financial Fund's NAV             8.5%       48.1%
S&P 500                               11.7        32.1
NASDAQ Composite*                      5.5        34.8
NASDAQ Banks*                          8.7        36.8
SNL Daily*                             5.5        37.3
</TABLE>
* Principal only.

On March 31, 1996, First Financial Fund's shares closed at a market price of 
$12.625 per share, which represented a discount of 7.9% to the net asset value 
per share of $13.71.

Outlook and Strategy
Past readers of these letters may have concluded that we tend to be a cautious,
at times overly pessimistic, lot. Against such a charge we have little to 
defend ourselves. To no one's surprise, we continue to be wary of a marketplace
that has been so generous for so long.  For financial stocks in particular, we 
worry that an overextended consumer may result in unexpectedly high 
delinquencies, especially if interest rates rise and the debt burden grows. 
Longer term, we worry that far too many banks and thrifts believe they can "go 
it alone" and believe that their individual franchises are worth far more than 
any sensible acquirer would pay.  So-called "non-bank" competition continues to
erode the bank's market share, eat into their best businesses, invest in the 
best technologies, and attract the brightest managers.  In short, banks and 
thrifts need to address more honestly their own long-term viability if 
maximizing shareholder value is, as it should be, a priority.
                                                                         1

<PAGE>

Notwithstanding these concerns, the financial industry consolidation continues 
as it has for years; those who are leaders and visionaries will prosper, and 
those who are not will be bought, or they will atrophy and die.  With this 
backdrop, we continue to search out the best opportunities we can find, with 
the goal of producing, over the long-term, value for shareholders.

Thank you for your continued interest in First Financial Fund.

Sincerely,

Nicholas C. Adams
Portfolio Manager
Wellington Management Company

Stock Listing
The First Financial Fund, Inc.'s common stock is traded onthe New York Stock 
Exchange under the symbol "FF" and is frequently listed as "FrstFnl" or 
"FstFnlfd" in the financial sections of newspapers. It is also listed in a 
closed-end fund table every Monday in The Wall Street Journal.

2

<PAGE>

Portfolio of Investments as of March 31, 1996        FIRST FINANCIAL FUND, INC.
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Shares      Description                     Value (Note 1)        
<C>         <S>                                    <C>            
- ------------------------------------------------------------
LONG-TERM INVESTMENTS--106.6%
COMMON STOCKS--103.1%
- ------------------------------------------------------------
Banks And Thrifts--73.0%
 224,000    Affiliated Community Bancorp, Inc.     $  3,948,000
  91,000    Ahmanson (H.F.) & Co.                     2,206,750
 293,700    Ambanc Holding Co., Inc.*                 2,900,287
  60,000    American National Bancorp, Inc.             577,500
  76,600    Banknorth Group, Inc.                     2,700,150
 518,000    Bostonfed Bancorp, Inc.*                  6,345,500
 117,800    CCF Holding Co.                           1,384,150
 161,000    Cenfed Financial Corp.                    3,944,500
 176,500    Community Financial Corp. Illinois        2,162,125
  74,600    CSB Financial Group, Inc.*                  671,400
 161,000    Dime Bancorp, Inc.*                       1,992,375
 108,100    Dime Financial Corp.                      1,378,275
 271,950    Downey Financial Corp.                    6,390,825
 124,800    Eastern Bancorp, Inc.                     2,995,200
  34,800    FFE Financial Corp.*                        948,300
 187,000    Fidelity Federal Bancorp                  2,431,000
 350,000    Fidelity Federal Bank Glendale*           3,150,000
  76,200    Financial Security Corp.                  1,962,150
 239,000    First Defiance Financial Corp.            2,479,625
   2,000    First Federal Bankshares                     42,500
  62,398    First Midwest Bancorp, Inc.               1,762,743
 145,000    First Mutual Bancorp, Inc.                1,812,500
 407,000    First Republic Bancorp, Inc.*             4,985,750
  41,000    First Savings Bancorp, Inc.                 533,000
 251,000    Flushing Financial Corp.                  3,733,625
  77,000    Fort Bend Holdings Corp.                  1,405,250
   1,805    Glendale Federal Bank
              California*                                32,716
 100,000    Great American Bancorp, Inc.              1,425,000
 316,000    Greenpoint Financial Corp.                8,690,000
  57,900    Hallmark Capital Corp.                      868,500
 350,000    HF Bancorp, Inc.                          3,412,500
  10,000    HFB Financial Corp.                         180,000
  62,400    Highland Federal Savings Bank
              California                                998,400
 269,200    Imperial Thrift & Loan Association*       3,701,500
  67,000    Industrial Bancorp, Inc.                  1,005,000
 140,000    ISB Financial Corp.                       2,170,000
 271,000    Long Island Bancorp, Inc.              $  7,621,875
 181,000    Mid Continent Bancshares, Inc.            3,235,375
  42,100    North Central Bancshares, Inc.              447,312
  84,700    NS & L Bancorp, Inc.                      1,037,575
  64,800    OSB Financial Corp.                       1,522,800
 175,000    Patriot Bank Corp.                        2,209,375
 364,000    People's Bank                             7,735,000
 174,600    Perpetual Federal Savings Bank*           2,226,150
 380,000    PFF Bancorp, Inc                          4,401,654
  99,000    PMC Capital, Inc.                         1,720,125
  50,000    Poughkeepsie Savings Bank                   262,500
 330,000    Prime Bancorp, Inc.                       1,155,000
  75,000    Prime Residential, Inc.                   1,396,875
  87,000    Queens County Savings Bank                3,806,250
  19,000    RCSB Financial, Inc.                        448,875
  93,800    Redwood Financial, Inc.                     891,100
 470,000    River Bank America New York               4,112,500
 194,000    Roosevelt Financial Group, Inc.           3,589,007
  47,800    Rowan Savings Bank, Inc.                    717,000
 125,600    SFS Bancorp, Inc.                         1,538,600
 257,000    SGV Bancorp, Inc.                         2,313,000
 217,000    Statewide Financial Corp.*                2,793,875
  50,000D   Sun Bancorp, Inc.*/DD
              (cost $650,000-purchased 1994)            735,000
  35,000    TCF Financial Corp.                       1,268,750
  10,000    Telebanc Financial Corp.                     75,000
  16,500    Three Rivers Financial Corp.                218,625
  57,100    Tri-County Bancorp, Inc.                    999,250
  73,800    United Companies Financial Corp.          2,343,150
  24,000    Valley Federal Savings Bank                 792,000
 392,500    Westcorp, Inc.                            7,261,250
   9,500    Workingmens Capital Holdings, Inc.          152,000
                                                   ------------
                                                    156,353,944
- ------------------------------------------------------------
Other Financial Intermediaries--30.1%
 211,000    Cameron Financial Corp.                   2,901,250
 120,000    Cityscape Financial Corp.                 4,260,000
 294,000    CTL Credit, Inc.*                         5,108,250
 378,000    Express America Holdings Corp.*           1,559,250
</TABLE>
- -------------------------------------------------------------------------------
See Notes to Financial Statements.                                           
3
<PAGE>
<PAGE>

Portfolio of Investments as of March 31, 1996        FIRST FINANCIAL FUND, INC.
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Shares      Description                     Value (Note 1)      
<C>         <S>                                    <C>          
    ------------------------------------------------------------
Other Financial Intermediaries (cont'd.)
 417,000    First Financial Caribbean Corp.        $  7,923,000
 279,700    First Merchants Acceptance Corp.*         6,083,475
 112,000    First Mortgage Corp.                        700,000
 192,000    Georgia Financial, Inc.                   2,184,000
 378,000    Hamilton Financial Services                 236,250
 407,600    Imperial Credit Industries, Inc.*         9,680,500
 768,100    Inco Homes Corp.*                           672,088
 142,700    Leasing Solutions, Inc.*                  1,855,100
 285,683    Redwood Trust, Inc.                       5,820,791
 147,000    Resource Bancshares Mortgage
              Group, Inc.                             2,296,875
  91,000    Security Capital Corp. (Wisconsin)        5,278,000
 188,000    Standard Financial, Inc.                  2,726,000
 539,500    Sundance Homes, Inc.*                     1,079,000
  30,594D   Tempest Reinsurance Co., Ltd.*/DD
              (cost $3,061,449-purchased
              1993-1995)                              4,038,408
                                                   ------------
                                                     64,402,237
                                                   ------------
            Total common stocks
              (cost $183,156,060)                   220,756,181
                                                   ------------
- ------------------------------------------------------------
Preferred Stocks--3.0%
 100,000    Community Bank Huntington Park,
              13.0%, Series B                         2,550,000
  63,000    First Fed Bancorp, Inc.*                  1,480,500
 150,000    Prime Retail, Inc.                        2,475,000
                                                   ------------
            Total preferred stocks
              (cost $5,549,500)                       6,505,500
                                                   ------------
- ------------------------------------------------------------
Warrants*--0.5%
Warrants
  50,000    Community Bank,
              expiring June '99                         112,500
     423    Glendale Federal Bank California
              expiring March '99                              0
 160,876    Redwood Trust, Inc.
              expiring December '97                     925,037
 300,000    Unionfed Financial Corp.
              expiring December '98                $          0
                                                   ------------
            Total warrants
              (cost $368,662)                         1,037,537
                                                   ------------
            Total long-term investments
              (cost $189,074,222)                   228,299,218
                                                   ------------
Principal
Amount
(000)
SHORT-TERM INVESTMENTS
- ------------------------------------------------------------
Certificates Of Deposit
            Brookline Savings Bank,
              Certificates of Deposit,
      $3    5.50%, 4/14/96                                2,744
       1    4.00%, 4/25/96                                1,085
       1    5.00%, 6/3/96                                 1,178
                                                   ------------
            Total short-term investments
              (cost $5,007)                               5,007
                                                   ------------
OUTSTANDING OPTIONS-PURCHASED*--0.4%
- ------------------------------------------------------------
Put Options Purchased
Contracts
      49    S&P 500 Index,
              expiring 6/22/96 @ $640.00
              (cost $607,845)                           784,000
                                                   ------------
- ------------------------------------------------------------
Total Investments--107.0%
            (cost $189,687,074; Note 3)             229,088,225
            Liabilities in excess of other
              assets--(7.0%)                        (14,958,277)
                                                   ------------
            Net Assets--100%                       $214,129,948
                                                   ------------
                                                   ------------
</TABLE>
- ---------------
 * Non-income producing security.
 D Indicates a restricted security; the cost of such securities is $3,711,449.
   The aggregate value ($4,773,408) is approximately 2.2% of net assets.
DD Fair Valued security.
P.P.--Represents a private placement.
- -------------------------------------------------------------------------------
4                                            See Notes to Financial Statements.
<PAGE>
<PAGE>

Statement of Assets and Liabilities                  FIRST FINANCIAL FUND, INC.
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                           
                                  <C>
Assets                                                                        
                                 March 31, 1996
Investments, at value (cost
$189,687,074).................................................................. 
    $ 229,088,225
Cash.........................................................................
 ..............................             25,054
Receivable for investments
sold............................................................................ 
          369,431
Dividends and interest
receivable...................................................................
 .......            247,619
Deferred expenses and other
assets......................................................................... 
          108,231
                                                                              
                                  --------------
   Total
assets.......................................................................
 .....................        229,838,560
                                                                              
                                  --------------
Liabilities
Loan payable (Note
4)...........................................................................
 ...........          9,700,000
Payable for investments
purchased....................................................................
 ......          5,501,494
Advisory fee
payable......................................................................
 .................            316,869
Administration fee
payable......................................................................
 ...........             75,020
Accrued
expenses.....................................................................
 ......................             68,633
Loan interest payable (Note
4)............................................................................. 
           29,644
Deferred director's
fees.........................................................................
 ..........             16,952
                                                                              
                                  --------------
   Total
liabilities..................................................................
 .....................         15,708,612
                                                                              
                                  --------------
Net
Assets.......................................................................
 ..........................      $ 214,129,948
                                                                              
                                  --------------
                                                                              
                                  --------------
Net assets were comprised of:
   Common stock, at par;
      17,124,177 shares
issued.......................................................................
 ......      $      17,124
   Paid-in capital in excess of
par........................................................................   
    172,309,516
   Cost of 1,501,100 shares held in
treasury...............................................................       
(17,300,834)
                                                                              
                                  --------------
                                                                              
                                    155,025,806
   Undistributed net investment
income.....................................................................   
        529,985
   Accumulated net realized
gains.......................................................................... 
       19,173,006
   Net unrealized appreciation of
investments..............................................................     
   39,401,151
                                                                              
                                  --------------
   Net assets, March 31,
1996.........................................................................
 .....      $ 214,129,948
                                                                              
                                  --------------
                                                                              
                                  --------------
Net asset value per share ($214,129,948 / 15,623,077 shares of common stock
outstanding)...................              $13.71
                                                                              
                                  --------------
                                                                              
                                  --------------
</TABLE>
 
- -------------------------------------------------------------------------------
See Notes to Financial Statements.                                           
5
 <PAGE>
<PAGE>

FIRST FINANCIAL FUND, INC.
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          March 31, 1996
<S>                                           <C>
Income
   Dividends...............................     $  4,034,586
   Interest................................          268,492
                                              ----------------
      Total income.........................        4,303,078
                                              ----------------
Expenses
   Investment advisory fee.................        1,254,978
   Administration fee......................          286,195
   Custodian's fees and expenses...........          109,000
   Reports to shareholders.................           62,000
   Insurance expense.......................           59,000
   Legal fees and expenses.................           48,000
   Listing fees............................           45,000
   Director's fees and expenses............           33,000
   Audit fee and expenses..................           25,000
   Transfer agent's fees and expenses......           21,000
   Miscellaneous...........................            9,570
                                              ----------------
      Total operating expenses.............        1,952,743
   Loan interest (Note 4)..................          456,624
                                              ----------------
      Total expenses.......................        2,409,367
                                              ----------------
Net investment income......................        1,893,711
                                              ----------------
Realized and Unrealized
Gain on Investments
Net realized gain on investment
   transactions............................       44,064,406
Net change in unrealized
   appreciation/depreciation of
   investments.............................       28,675,777
                                              ----------------
Net gain on investments....................       72,740,183
                                              ----------------
Net Increase in Net Assets
Resulting from Operations..................     $ 74,633,894
                                              ----------------
                                              ----------------
</TABLE>

FIRST FINANCIAL FUND, INC.
Statement of Cash Flows
<TABLE>
<CAPTION>
                                                 Year Ended
Increase (Decrease) in Cash                    March 31, 1996
<S>                                            <C>
Cash flows provided from operating
   activities
   Dividends and interest received..........    $  4,169,387
   Operating expenses paid..................      (1,867,695)
   Loan interest and commitment fees paid...        (472,861)
   Proceeds from maturities of short-term
      portfolio investments, net............       1,494,788
   Purchases of long-term portfolio
      investments...........................    (166,061,232)
   Proceeds from disposition of long-term
      portfolio investments.................     187,720,156
   Deferred expenses and other assets.......          56,338
                                               --------------
   Net cash provided from operating
      activities............................      25,038,881
                                               --------------
Cash used for financing activities
   Cash dividends paid......................     (18,718,187)
   Net decrease in notes payable............      (6,300,000)
                                               --------------
   Net cash used for financing activities...     (25,018,187)
                                               --------------
   Net increase in cash.....................          20,694
   Cash at beginning of year................           4,360
                                               --------------
   Cash at end of year......................    $     25,054
                                               --------------
                                               --------------
Reconciliation of Net Increase in Net Assets
to Net Cash from Operating Activities
Net increase in net assets resulting from
   operations...............................    $ 74,633,894
                                               --------------
Increase in investments.....................      18,095,763
Net realized gain on investment
   transactions.............................     (44,064,406)
Net change in unrealized
   appreciation/depreciation of
   investments..............................     (28,675,777)
Decrease in receivable for investments
   sold.....................................       3,431,899
Increase in dividends and interest
   receivable...............................        (133,691)
Decrease in deferred expenses and other
   assets...................................          56,338
Increase in payable for investments
   purchased................................       1,626,050
Increase in accrued expenses and other
   liabilities..............................          68,811
                                               --------------
      Total adjustments.....................     (49,595,013)
                                               --------------
Net cash provided from operating
   activities...............................    $ 25,038,881
                                               --------------
                                               --------------
</TABLE>

- -------------------------------------------------------------------------------
6                                            See Notes to Financial Statements.
<PAGE>
<PAGE>

FIRST FINANCIAL FUND, INC.
Statement of Changes in Net Assets
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                       Year Ended March 31,
Increase (Decrease)               ------------------------------
in Net Assets                         1996              1995
                                  ------------      ------------
<S>                               <C>               <C>
Operations
   Net investment income.......   $  1,893,711      $    753,685
   Net realized gain on
      investment
      transactions.............     44,064,406        34,989,298
   Net change in unrealized
      appreciation/depreciation
      of investments...........     28,675,777        (1,072,927)
                                  ------------      ------------
   Net increase in net assets
      resulting from
      operations...............     74,633,894        34,670,056
                                  ------------      ------------
Dividends and distributions (Note 1)
   Dividends from net
      investment income........     (2,148,396)         (281,714)
   Distributions from net
      realized gains on
      investments..............    (33,085,304)      (49,356,052)
Value of Fund shares issued to
   shareholders in reinvestment
   of dividends and
   distributions...............     16,515,513        29,609,858
                                  ------------      ------------
Total increase.................     55,915,707        14,642,148
Net Assets
Beginning of year..............    158,214,241       143,572,093
                                  ------------      ------------
End of year....................   $214,129,948      $158,214,241
                                  ------------      ------------
                                  ------------      ------------
</TABLE>

FIRST FINANCIAL FUND, INC.
Notes to Financial Statements
First Financial Fund, Inc. (the ``Fund'') was incorporated in Maryland on March
3, 1986, as a closed-end, diversified investment company. The Fund had no
operations until April 24, 1986, when it sold 10,000 shares of common stock for
$100,000 to Wellington Management Company (the ``Investment Adviser'').
Investment operations commenced on May 1, 1986. The Fund's primary investment
objective is to achieve long-term capital appreciation with the secondary
objective of current income by investing in securities issued by savings and
banking institutions and their holding companies. The ability of issuers of debt
securities held by the Fund to meet their obligations may be affected by
economic developments in a specific industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements.
Securities Valuation: Each security traded on a national securities exchange
will be valued on the basis of the last sales price on the valuation date on the
principal exchange on which the security is traded. Securities traded in the
over-the-counter market and on one or more exchanges will generally be valued
using the quotations the Board of Directors or its delegate believe reflect most
closely the value of such securities. Securities for which no trades have taken
place that day and unlisted securities for which market quotations are readily
available are valued at the latest bid price. Securities for which market
quotations are not readily available, including restricted securities, will be
valued at fair value as determined in good faith according to pricing procedures
developed by the Investment Adviser and approved by the Board of Directors.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
In connection with repurchase agreement transactions with financial
institutions, it is the Fund's policy that its custodian take possession of the
underlying collateral securities, the value of which exceeds the principal
amount of the repurchase transaction, including accrued interest. If the seller
defaults, and the value of the collateral declines or if bankruptcy proceedings
are commenced with respect to the seller of the security, realization of the
collateral by the Fund may be delayed or limited.
The Fund may invest up to 20% of its total assets in securities which are not
readily marketable, including those which are restricted as to disposition under
securities law (``restricted securities''). With regards to the restricted
securities held by the Fund at March 31, 1996, the Fund may
- -------------------------------------------------------------------------------
See Notes to Financial Statements.                                           
7
<PAGE>
<PAGE>

Notes to Financial Statements                        FIRST FINANCIAL FUND, INC.
- -------------------------------------------------------------------------------
not demand registration by the issuers. Restricted securities are valued
pursuant to the valuation procedures noted above.
Cash Flow Information: The Fund invests in securities and pays dividends from
net investment income and distributions from net realized gains which are paid
in cash or are reinvested at the discretion of shareholders. These activities
are reported in the Statement of Changes in Net Assets and additional
information on cash receipts and cash payments is presented in the Statement of
Cash Flows. Accounting practices that do not affect reporting activities on a
cash basis include carrying investments at value and amortizing discounts on
debt obligations. Cash, as used in the Statement of Cash Flows, is the amount
reported as ``Cash'' in the Statement of Assets and Liabilities.
Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains or losses on sales of securities are
calculated on the identified cost basis. Dividend income is recorded on the
ex-dividend date; interest income is recorded on the accrual basis. Expenses are
recorded on the accrual basis which may require the use of certain estimates by
management.
Federal Income Taxes: It is the Fund's intention to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to shareholders.
Therefore, no federal income tax provision is required.
Dividends and Distributions: The Fund expects to declare and pay, at least
annually, dividends from net investment income and any net capital gains.
Dividends and distributions are recorded on the ex-dividend date.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for wash
sales.
- ------------------------------------------------------------
Note 2. Agreements
The Fund has agreements with the Investment Adviser and with Prudential Mutual
Fund Management, Inc. (the ``Administrator''). The Investment Adviser makes
investment decisions on behalf of the Fund; the Administrator provides occupancy
and certain clerical and accounting services to the Fund. The Fund bears all
other costs and expenses.
The investment advisory agreement provides for the Investment Adviser to receive
a fee, computed monthly and payable quarterly, at the following annual rates:
 .75% of the Fund's average month-end net assets up to and including $50 million,
and .625% of such assets in excess of $50 million. The administration agreement
provides for the Administrator to receive a fee, computed monthly and payable
quarterly, at the annual rate of .15% of the Fund's average month-end net
assets.
- ------------------------------------------------------------
Note 3. Portfolio Securities
Purchases and sales of investment securities, other than short-term investments,
for the year ended March 31, 1996 were $166,295,542 and $184,037,362,
respectively.
The cost basis of the Fund's investments, including short-term investments, at
March 31, 1996 was $190,155,143; and, accordingly, net unrealized appreciation
for federal income tax purposes was $38,933,082 (gross unrealized
appreciation--$48,042,088; gross unrealized depreciation--$9,109,006).
- ------------------------------------------------------------
Note 4. Borrowings
The Fund has a credit agreement (the ``Agreement'') with an unaffiliated lender.
The maximum commitment under the Agreement is $20,000,000. These borrowings may
be set to any desired maturity from one week to one year at a rate of interest
determined by the lender at the time of borrowing.
While outstanding, each borrowing will bear interest, payable at maturity. The
average daily balance outstanding for the year ended March 31, 1996 was
$8,000,334 at a weighted average interest rate of 6.84%. The highest face amount
of borrowing outstanding at any month end during the year ended March 31, 1996
was $16,000,000. The Fund's borrowings on March 31, 1996 ($9,700,000 at 6.422%)
matures on July 8, 1996.
- ------------------------------------------------------------
Note 5. Capital
There are 50 million shares of $.001 par value common stock authorized. Of the
17,124,177 shares issued as of March 31, 1996, the Investment Adviser owned
10,994 shares. During the fiscal years ended March 31, 1996 and March 31, 1995,
the Fund issued 1,300,435 and 3,054,137 shares in connection with cash
distributions paid in stock, respectively.
- -------------------------------------------------------------------------------
8
<PAGE>
<PAGE>

Financial Highlights                                 FIRST FINANCIAL FUND, INC.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                              
    Year Ended March 31,
                                                               
- -----------------------------------------------------------
                                                                  1996        
1995         1994         1993        1992
<S>                                                             <C>          <C> 
        <C>          <C>          <C>
                                                                --------    
- --------     --------     --------     -------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year..........................    $  11.05     $ 
12.74     $  16.52     $  10.50     $  6.35
                                                                --------    
- --------     --------     --------     -------
Income from investment operations
Net investment income.......................................         .13      
   .05          .04          .08         .11
Net realized and unrealized gain (loss) on investments......        4.99      
  2.76         3.27         7.89        4.15
                                                                --------    
- --------     --------     --------     -------
   Total from investment operations.........................        5.12      
  2.81         3.31         7.97        4.26
                                                                --------    
- --------     --------     --------     -------
Less dividends and distributions
Dividends from net investment income........................        (.15)     
  (.03)        (.05)        (.02)       (.11)
Distributions in excess of net investment income............          --      
    --           --           --        (.01)
Distributions from net capital gains........................       (2.31)     
 (4.38)       (6.63)       (2.02)         --
                                                                --------    
- --------     --------     --------     -------
   Total dividends and distributions........................       (2.46)     
 (4.41)       (6.68)       (2.04)       (.12)
                                                                --------    
- --------     --------     --------     -------
Increase resulting from Fund share repurchase...............          --      
    --          .08          .12         .01
Capital charge resulting from the issuance of Fund shares...          --      
  (.09)        (.49)        (.03)         --
                                                                --------    
- --------     --------     --------     -------
Net asset value, end of year(a).............................    $  13.71     $ 
11.05     $  12.74     $  16.52     $ 10.50
                                                                --------    
- --------     --------     --------     -------
                                                                --------    
- --------     --------     --------     -------
Market price per share, end of year(a)......................    $ 12.625     $
11.125     $  12.00     $ 15.125     $ 10.00
                                                                --------    
- --------     --------     --------     -------
                                                                --------    
- --------     --------     --------     -------
TOTAL INVESTMENT RETURN(b):.................................       35.46%     
 34.83%       24.22%       72.89%      62.32%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)...............................    $214,130    
$158,214     $143,572     $154,090     $99,067
Average net assets (000)....................................    $195,421    
$164,322     $158,100     $125,361     $80,947
Ratios to average net assets:
   Expenses, before loan interest, commitment fees
      and nonrecurring expenses.............................        1.00%     
  1.03%        1.11%        1.13%       1.23%
   Total expenses...........................................        1.23%     
  1.58%        1.36%        1.21%       1.65%
   Net investment income....................................         .97%     
  0.46%        0.25%        0.62%       1.33%
Portfolio turnover rate.....................................          82%     
   103%         139%         105%         89%
Total debt outstanding at end of year (000 omitted).........    $  9,700     $
16,000     $ 15,000           --     $ 9,000
Asset coverage per $1,000 of debt outstanding...............    $ 23,075     $
10,888     $ 10,571           --     $12,007
Average commission rate paid per share......................    $  .0415      
    --           --           --          --
</TABLE>
- ---------------
 (a) NAV and market value are published in The Wall Street Journal each Monday.
 (b) Total investment return is calculated assuming a purchase of common stock 
     at the current market value on the first day and a sale at the current 
     market value on the last day of each year reported. Dividends and 
     distributions are assumed for purposes of this calculation to be 
     reinvested at prices obtained under the dividend reinvestment plan. This 
     calculation does not reflect brokerage commissions.
Contained above is selected data for a share of common stock outstanding, total
investment return, ratios to average net assets and other supplemental data for
the years indicated. This information has been determined based upon 
information provided in the financial statements and market price data for the 
Fund's shares.
- -------------------------------------------------------------------------------
See Notes to Financial Statements.                                           
9
<PAGE>
<PAGE>

Independent Auditors' Report                         FIRST FINANCIAL FUND, INC.
- -------------------------------------------------------------------------------
The Shareholders and Board of Directors
First Financial Fund, Inc.:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of First Financial Fund, Inc. as of March 31,
1996, the related statements of operations and of cash flows for the year then
ended and of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on
a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
March 31, 1996, by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of First Financial
Fund, Inc. as of March 31, 1996, the results of its operations, its cash flows,
the changes in its net assets and its financial highlights for the respective
stated periods in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, New York
May 9, 1996

Tax Information                                      FIRST FINANCIAL FUND, INC.
- -------------------------------------------------------------------------------
We are required by the Internal Revenue Code to advise you within 60 days of the
Fund's fiscal year end (March 31, 1996) as to the federal tax status of
dividends and distributions paid by the Fund during such fiscal year.
Accordingly, we are advising you that during the fiscal year ended March 31,
1996, the Fund paid dividends and distributions totalling $2.46 per share,
comprised of $.15 ordinary income and $1.77 short-term capital gains which are
taxable as ordinary income and $.54 long-term capital gains which are taxed as
such. Further, we wish to advise you that 13.88% of the dividends taxable as
ordinary income and paid in the fiscal year ended March 31, 1996 qualified for
the corporate dividend received deduction available to corporate taxpayers.
In January 1997, shareholders will receive a Form 1099-DIV or substitute Form
1099-DIV which reflects the amount of dividends to be used by calendar year
taxpayers on their 1996 federal income tax returns. Shareholders are advised to
consult their own tax advisers with respect to the tax consequences of their
investment in the Fund.
- -------------------------------------------------------------------------------
10
<PAGE>
<PAGE>

Supplemental Proxy Information                       FIRST FINANCIAL FUND, INC.
- -------------------------------------------------------------------------------
The Annual Meeting of Shareholders of First Financial Fund, Inc. (The ``Fund'')
was held on July 31, 1995 at the offices of Prudential Securities Incorporated,
One Seaport Plaza, New York, New York. The meeting was held for the following
purposes:

(1)       To elect the following two directors to serve as follows:
                 Director             Class         Term        Expiring
          ----------------------      ------      --------      ---------
          Robin B. Smith               III        3 years         1998
          Nancy H. Teeters             III        3 years         1998
          Directors whose term of office continued beyond this meeting are 
          Daniel S. Ahearn, Edward D. Beach and Thomas T. Mooney.
(2)       To ratify the selection of Deloitte & Touche LLP as independent 
          public accountants for the fiscal year ending March 31, 1996.
(3)       To transact such other business as may properly come before the 
          meeting or any adjournment thereof.

The results of the proxy solicitation on the above matters were as follows:

<TABLE>
<CAPTION>
             Director/Auditor         Votes for      Votes against      Votes
withheld      Abstentions
          ----------------------     -----------     --------------    
- ---------------     ------------
<S>       <C>                        <C>             <C>                <C>   
             <C>         
(1)       Robin B. Smith             11,872,912            --              
75,559               --
          Nancy H. Teeters           11,846,978            --              
101,493              --
(2)       Deloitte & Touche LLP      11,828,820          55,368              
- --               64,284
(3)       There was no other business voted upon at the Annual Meeting of
Shareholders.
</TABLE>

- -------------------------------------------------------------------------------
                                                                             11
<PAGE>
<PAGE>

Other Information                                    FIRST FINANCIAL FUND, INC.
- -------------------------------------------------------------------------------
Dividend Reinvestment Plan. Shareholders may elect to have all distributions of
dividends and capital gains automatically reinvested in Fund shares (Shares)
pursuant to the Fund's Dividend Reinvestment Plan (the Plan). Shareholders who
do not participate in the Plan will normally receive all distributions in cash
paid by check in United States dollars mailed directly to the shareholders of
record (or if the shares are held in street or other nominee name, then to the
nominee) by the custodian, as dividend disbursing agent. Shareholders who wish
to participate in the Plan should contact the Fund at (800) 451-6788.
State Street Bank and Trust Co. (the Plan Agent) serves as agent for the
shareholders in administering the Plan. After the Fund declares a dividend or
a
capital gains distribution, if (1) the market price is lower than net asset
value, the participants in the Plan will receive the equivalent in Shares valued
at the market price determined as of the time of purchase (generally, following
the payment date of the dividend or distribution); or if (2) the market price
of
Shares on the payment date of the dividend or distribution is equal to or
exceeds their net asset value, participants will be issued Shares at the higher
of net asset value or 95% of the market price. If net asset value exceeds the
market price of Shares on the valuation date or the Fund declares a dividend or
other distribution payable only in cash, the Plan Agent will, as agent for the
participants, receive the cash payment and use it to buy Shares in the open
market. If, before the Plan Agent has completed its purchases, the market price
exceeds the net asset value per share, the average per share purchase price paid
by the Plan Agent may exceed the net asset value per share, resulting in the
acquisition of fewer shares than if the dividend or distribution had been paid
in shares issued by the Fund. The Fund will not issue Shares under the Plan
below net asset value.
There is no charge to participants for reinvesting dividends or capital gain
distributions, except for certain brokerage commissions, as described below. 
The Plan Agent's fees for the handling of the reinvestment of dividends and
distributions will be paid by the Fund. There will be no brokerage commissions
charged with respect to shares issued directly by the Fund. However, each
participant will pay a pro rata share of brokerage commissions incurred with
respect to the Plan Agent's open market purchases in connection with the
reinvestment of dividends and distributions. The automatic reinvestment of
dividends and distributions will not relieve participants of any federal income
tax that may be payable on such dividends or distributions.
The Fund reserves the right to amend or terminate the Plan upon 90 days' 
written notice to shareholders of the Fund.
Participants in the Plan may withdraw from the Plan upon written notice to the
Plan Agent or by telephone in accordance with specific procedures and will
receive certificates for whole Shares and cash for fractional Shares.
All correspondence concerning the Plan should be directed to the Plan Agent,
State Street Bank & Trust Company, P.O. Box 8200, Boston, MA 02266-8200.
- -------------------------------------------------------------------------------
12

<PAGE>

Directors
Edward D. Beach
Eugene C. Dorsey
Thomas T. Mooney
Robin B. Smith
Nancy H. Teeters

Investment Adviser
Wellington Management Company
75 State Street
Boston, Massachusetts 02109

Administrator
Prudential Mutual Fund Management, Inc.
One Seaport Plaza
New York, NY 10292

Custodian and Transfer Agent
State Street Bank and Trust Company
One Heritage Drive
North Quincy, MA 02171

Independent Auditors
Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281

Legal Counsel
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036

Notice is hereby given in accordance with Section 23(c) of the Investment 
Company Act of 1940 that the Fund may purchase, from time to time, shares of 
its common stock at market prices.

The views expressed in this report and information about the Fund's portfolio 
holdings for the period covered by the report and are subject to change 
thereafter.

This report is for shareholder information. This is not a prospectus intended 
for use in the purchase or sale of Fund shares.

First Financial Fund, Inc.
One Seaport Plaza
New York, NY 10292

For information call toll-free (800) 451-6788

320228109



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