To the Shareholders and Board of Directors of
First Financial Fund, Inc.
(2)
Report of Independent Accountants
To the Shareholders and Board of Directors of
First Financial Fund, Inc.
In planning and performing our audit of the
financial statements of First Financial Fund, Inc.
(the "Fund"), for the period ended March 31, 2000,
we considered its internal control, including
control activities for safeguarding securities, in
order to determine our auditing procedures for the
purpose of expressing our opinion on the financial
statements and to comply with the requirements of
Form N-SAR, not to provide assurance on internal
control.
The management of the Fund is responsible for
establishing and maintaining internal control. In
fulfilling this responsibility, estimates and
judgments by management are required to assess the
expected benefits and related costs of controls.
Generally, controls that are relevant to an audit
pertain to the entity's objective of preparing
financial statements for external purposes that
are fairly presented in conformity with generally
accepted accounting principles. Those controls
include the safeguarding of assets against
unauthorized acquisition, use or disposition.
Because of inherent limitations in internal
control, errors or fraud may occur and not be
detected. Also, projection of any evaluation of
internal control to future periods is subject to
the risk that controls may become inadequate
because of changes in conditions or that the
effectiveness of the design and operation may
deteriorate.
Our consideration of internal control would not
necessarily disclose all matters in internal
control that might be material weaknesses under
standards established by the American Institute of
Certified Public Accountants. A material weakness
is a condition in which the design or operation of
one or more of the internal control components
does not reduce to a relatively low level the risk
that misstatements caused by error or fraud in
amounts that would be material in relation to the
financial statements being audited may occur and
not be detected within a timely period by
employees in the normal course of performing their
assigned functions. However, we noted no matters
involving internal control and its operation,
including controls for safeguarding securities,
that we consider to be material weaknesses as
defined above as of March 31, 2000.
This report is intended solely for the information
and use of the Board of Directors, management and
the Securities and Exchange Commission and is not
intended to be and should not be used by anyone
other than these specified parties.
PricewaterhouseCoopers LLP
May 19, 2000
