OMB APPROVAL
OMB Number: 3235-0101
Expires: August 31, 2003
Estimated average burden
hours per response ....... 2.0
SEC USE ONLY
DOCUMENT SEQUENCE NO.
CUSIP NUMBER
WORK LOCATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
Amendment No. 1
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale directly
with a market maker.
--------------------------------------------------------------------------------
1(a) NAME OF ISSUER (Please type or print)
FIRST FINANCIAL FUND, INC.
--------------------------------------------------------------------------------
(b) IRS IDENT. NO.
13-3341573
--------------------------------------------------------------------------------
(c) S.E.C. FILE NO.
--------------------------------------------------------------------------------
1(d) ADDRESS OF ISSUER
2344 Spruce Street, Suite A, Boulder, CO 80302
--------------------------------------------------------------------------------
(e) TELEPHONE NO.
303-444-5483
--------------------------------------------------------------------------------
2(a) NAME OF PERSON FOR WHOSE ACCOUNT SECURITIES ARE TO BE SOLD
MILDRED B. HOREJSI TRUST
--------------------------------------------------------------------------------
(b) IRS IDENT. NO.
13-6196158
--------------------------------------------------------------------------------
(c) RELATIONSHIP TO ISSUER
10% STOCKHOLDER
--------------------------------------------------------------------------------
(d) ADDRESS
3301 C Street, Anchorage, AK 99503
--------------------------------------------------------------------------------
INSTRUCTION: The person filing this notice should contact the issuer to obtain
the I.R.S. Identification Number and the S.E.C. File Number.
3(a) (b) SEC USE (c) (d) (e) (f) (g)
Tile of the Name and Address of ONLY Number of Aggregate Number of Shares Approximate Name of Each
Class of Each Broker Through Broker- Shares or Market or Other Units Date of Sale Securities
Securities Whom the Securities Dealer Other Units Value Outstanding (See inst. 3(f)) Exchange
to be Sold are to be Offered File to be Sold (See instr. (See instr. 3(e)) (MO. DAY YR.) (See instr. 3(g))
or Each Market Number (See instr. 3(d))
Maker who is (3(c))
Acquiring the
Securities
------------------------------------------------------------------------------------------------------------------------------------
Common stock E*Trade Securities LLC 14,690 28,061,897 12/8/2006 NYSE
671 N. Glebe Road, 11th Floor
Arlington, VA 22203
------------------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS:
1. (a) Name of issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2. (a) Name of person for whose account the securities are to be sold
(b) Such person's I.R.S. identification number, if such person is an
entity
(c) Such person's relationship to the issuer (e.g., officer, director, 10%
stockholder, or member of immediate family of any of the foregoing)
(d) Such person's address, including zip code
3. (a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are
intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give
the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified
date within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt
securities the face amount thereof outstanding, as shown by the most
recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are
intended to be sold
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any
part of the purchase price or other consideration therefor:
Name of Person
Title of Date You Nature of from Whom Acquired Amount of Date of
the Class Acquired Acquisition Transaction (If gift, also give date Securities Acquired Payment Nature of Payment
donor acquired)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock 12/30/05 Dividend paid in stock Dividend paid in stock 14,690 Footnote 1 12/30/05 See Footnote 2
Total 14,690
Footnote 1. The Mildred B. Horejsi Trust has 14,690 shares remaining to sell of
the 280,619 shares listed on the Form 144 filed September 8, 2006.
Footnote 2. The securities were received as a consequence of the Company's
dividend, which was paid in stock on December 30, 2005.
INSTRUCTIONS:
1. If the securities were purchased and full payment therefor was not made in
cash at the time of purchase, explain in the table or in a note thereto the
nature of the consideration given. If the consideration consisted of any
note or other obligation, or if payment was made in installments describe
the arrangement and state when the note or other obligation was discharged
in full or the last installment paid.
2. If within two years after the acquisition of the securities the person for
whose account they are to be sold had any short positions, put or other
option to dispose of securities referred to in paragraph (d)(3) of Rule
144, furnish full information with respect thereto.
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the
issuer sold during the past 3 months by the person for
whose account the securities are to be sold.
Name and Address of Seller Title of Securities Sold Date of Sale Amount of Securities Gross Proceeds
------------------------------------------------------------------------------------------------------------------------------------
Mildred B. Horejsi Trust
3301 C Street
Anchorage, Alaska 99503 See Exhibit to this Table II
Exhibit to Table II - Securities Sold during Prior 3 Months
Mildred B. Horejsi Trust - Notice of Proposed Sale of First Financial
Fund, Inc.
Amount of
Title of Securities Sold Date of Sale Securities Sold Gross Proceeds
------------------------------- ------------------ ---------------- ----------------
Common Stock 9/11/2006 167 2,837.27
Common Stock 9/13/2006 2,430 41,410.24
Common Stock 9/14/2006 1,500 25,564.22
Common Stock 9/15/2006 900 15,361.53
Common Stock 9/15/2006 200 3,419.90
Common Stock 9/15/2006 1,300 22,258.32
Common Stock 9/18/2006 5,000 85,637.38
Common Stock 9/18/2006 575 9,833.70
Common Stock 9/19/2006 9,938 170,113.34
Common Stock 9/20/2006 1,545 26,455.04
Common Stock 9/20/2006 2,755 47,099.06
Common Stock 9/20/2006 2,200 37,696.85
Common Stock 9/21/2006 5,300 90,577.60
Common Stock 9/21/2006 500 8,544.74
Common Stock 9/21/2006 2,816 48,198.44
Common Stock 9/22/2006 2,700 46,042.70
Common Stock 9/22/2006 22 376.19
Common Stock 9/22/2006 978 16,683.95
Common Stock 9/25/2006 3,000 51,138.43
Common Stock 9/25/2006 2,000 34,179.14
Common Stock 9/25/2006 1,600 27,365.16
Common Stock 9/26/2006 3,200 54,740.32
Common Stock 9/26/2006 2,827 48,330.22
Common Stock 9/26/2006 2,184 37,378.94
Common Stock 9/27/2006 6,200 107,237.26
Common Stock 9/27/2006 1,400 24,171.26
Common Stock 9/27/2006 1,000 17,259.95
Common Stock 9/27/2006 1,513 26,148.97
Common Stock 9/28/2006 3,438 59,431.20
Common Stock 9/29/2006 6,900 118,973.68
Common Stock 9/29/2006 1,500 25,850.11
Common Stock 9/29/2006 1,000 17,259.47
Common Stock 9/29/2006 380 6,560.00
Common Stock 10/2/2006 3,500 60,423.15
Common Stock 10/2/2006 1,200 20,689.73
Common Stock 10/2/2006 1,500 25,924.21
Common Stock 10/3/2006 1,000 17,249.48
Common Stock 10/3/2006 3,000 51,738.42
Common Stock 10/3/2006 1,000 17,190.20
Common Stock 10/4/2006 3,589 62,041.91
Common Stock 10/4/2006 1,000 17,250.73
Common Stock 10/4/2006 700 12,065.59
Common Stock 10/4/2006 2,500 43,088.68
Common Stock 10/5/2006 5,300 91,624.19
Common Stock 10/5/2006 280 4,842.26
Common Stock 10/6/2006 4,720 81,785.09
Common Stock 10/6/2006 1,200 20,809.37
Common Stock 10/6/2006 5,127 88,991.99
Common Stock 10/6/2006 5,627 97,784.26
Common Stock 10/6/2006 146 2,541.78
Common Stock 10/10/2006 3,006 53,194.57
Common Stock 10/10/2006 953 16,790.88
Common Stock 10/11/2006 11,994 212,267.29
Common Stock 10/11/2006 1,500 26,509.19
Common Stock 10/11/2006 1,000 17,749.46
Common Stock 10/12/2006 6,014 105,823.15
Common Stock 10/12/2006 4,000 70,067.85
Common Stock 10/12/2006 4,000 70,159.19
Common Stock 10/12/2006 4,486 78,751.75
Common Stock 10/26/2006 5,100 92,073.20
Common Stock 10/26/2006 4,000 71,987.79
Common Stock 10/26/2006 2,000 36,088.90
Common Stock 10/26/2006 1,100 19,877.46
Common Stock 10/26/2006 1,400 25,287.25
Common Stock 10/26/2006 3,200 57,354.96
Common Stock 10/26/2006 3,000 53,688.36
Common Stock 10/27/2006 7,000 124,926.17
Common Stock 10/30/2006 4,000 71,387.81
Common Stock 10/31/2006 7,700 136,660.81
Common Stock 10/31/2006 100 1,775.94
Common Stock 12/5/2006 5,000 86,737.84
Common Stock 12/5/2006 5,000 86,837.34
Common Stock 12/6/2006 5,000 78,587.59
Common Stock 12/6/2006 5,000 78,687.59
Common Stock 12/6/2006 5,000 78,787.59
Common Stock 12/6/2006 9,700 153,041.31
Common Stock 12/6/2006 300 4,726.86
Common Stock 12/6/2006 5,000 78,837.58
Common Stock 12/7/2006 5,000 78,587.59
Common Stock 12/7/2006 10,000 157,475.18
Common Stock 12/7/2006 5,000 78,887.58
Common Stock 12/7/2006 5,000 78,987.58
Common Stock 12/7/2006 5,000 79,037.58
TOTAL 265,910 4,531,816.81
REMARKS:
INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to
be given not only as to the person for whose account the securities are to be
sold but also as to all other persons included in that definition. In addition,
information shall be given as to sales by all personswhose sales are required by
paragraph (e) of Rule 144 to be aggregated with sales for the account of the
person filing this notice.
ATTENTION:
The person for whose account the securities to which this notice relates are to
be sold hereby represents by signing this notice that he does not know any
material adverse information in regard to the current and prospective operations
of the Issuer of the securities to be sold which has not been publicly
disclosed.
12/8/2006 Mildred B. Horejsi Trust
/s/ Stephanie Kelley
--------------------- -----------------------------------------
Date of Notice Stephanie Kelley, Secretary,
Badlands Trust Company, LLC, trustee
The notice shall be signed by the person for whose account the securities
are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal
Criminal Violations (See 18 U.S.C. 1001).