[GRAPHIC OMITTED]                                             2344 Spruce Street
FIRST OPPORTUNITY FUND, INC.                                             Suite A
                                                        Boulder, Colorado  80302
                                                    www.firstopportunityfund.com
                                                                  [303] 444-5483
                                                             Fax  [303] 245.0420


                                  June 5, 2009

VIA EDGAR

Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549

     Re:  First  Opportunity  Fund,  Inc.
          File No.  811-4605
          Preliminary  Proxy Material

To the Staff of the Commission:

     Pursuant  to Rule 14a-6  under the  Securities  and  Exchange  Act of 1934,
transmitted  for filing on behalf of First  Financial Fund, Inc. (the "Fund") is
the Fund's Preliminary Notice of Meeting,  Proxy Statement and Form of Proxy for
its Annual Meeting of Stockholders to be held in July, 2009.

     The matters to be considered by Stockholders at the meeting are:

     1.   To approve or disapprove the proposed  investment  advisory  agreement
          with Rocky Mountain Advisers, LLC (Proposal 1);

     2.   To approve or disapprove the proposed  investment  advisory  agreement
          with Stewart Investment Advisers (Proposal 2);

     3.   To  approve  or  disapprove  the  proposed   investment   sub-advisory
          agreement with Wellington Management LLP (Proposal 3);

     4.   To approve or disapprove  eliminating the Fund's fundamental policy of
          investing at least 65% of its assets in financial  services  companies
          (the "Concentration Policy") (Proposal 4);

     5.   To approve or disapprove  amending the Concentration  Policy to reduce
          the Fund's  minimum  threshold  for  investing in  financial  services
          companies to 25% (Proposal 5);

     6.   To  approve  or  disapprove   an  amendment  to  the  Fund's   Charter
          classifying  the board of  directors  of the Fund into three  separate
          classes and making related changes to the Charter (Proposal 6);

     7.   The election of Directors of the Fund (Proposal 7); and

     8.   To  transact  such other  business  as may  properly  come  before the
          Meeting or any adjournments and postponements thereof


     It is  anticipated  that  definitive  proxy  materials  will be  mailed  to
stockholders  as soon as  possible  after the  ten-day  period in Rule 14a-6 has
expired, i.e., June 15, 2009. Accordingly, we respectfully request that comments
from the Staff,  if any, be  directed  either to me or to Joel  Terwilliger,  at
303-442-2156 or the Fund's outside counsel, Art Zwickel, at 213-683-6161.

                                Sincerely yours,

                                /s/ Stephen C. Miller

                                Stephen C. Miller
                                President and General Counsel

SCM/sjk

Enclosures