<SEC-DOCUMENT>0001504304-15-000117.txt : 20150925
<SEC-HEADER>0001504304-15-000117.hdr.sgml : 20150925
<ACCEPTANCE-DATETIME>20150925160401
ACCESSION NUMBER:		0001504304-15-000117
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20150925
DATE AS OF CHANGE:		20150925
GROUP MEMBERS:		ANDREW DAKOS
GROUP MEMBERS:		BULLDOG INVESTORS, LLC
GROUP MEMBERS:		PHILLIP GOLDSTEIN
GROUP MEMBERS:		STEVEN SAMUELS

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FIRST TRUST DIVIDEND & INCOME FUND
		CENTRAL INDEX KEY:			0001403275
		IRS NUMBER:				392057966

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-87307
		FILM NUMBER:		151125263

	BUSINESS ADDRESS:	
		STREET 1:		C/O FIRST TRUST PORTFOLIOS L.P.
		STREET 2:		120 EAST LIBERTY DRIVE, SUITE 400
		CITY:			WHEATON
		STATE:			IL
		ZIP:			60187
		BUSINESS PHONE:		630-765-8000

	MAIL ADDRESS:	
		STREET 1:		C/O FIRST TRUST PORTFOLIOS L.P.
		STREET 2:		120 EAST LIBERTY DRIVE, SUITE 400
		CITY:			WHEATON
		STATE:			IL
		ZIP:			60187

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST TRUST ACTIVE DIVIDEND INCOME FUND
		DATE OF NAME CHANGE:	20070614

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Bulldog Investors, LLC
		CENTRAL INDEX KEY:			0001504304
		IRS NUMBER:				270926182
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		PARK 80 WEST - PLAZA TWO
		STREET 2:		250 PEHLE AVE. SUITE 708
		CITY:			SADDLE BROOK
		STATE:			NJ
		ZIP:			07663
		BUSINESS PHONE:		201 556-0092

	MAIL ADDRESS:	
		STREET 1:		PARK 80 WEST - PLAZA TWO
		STREET 2:		250 PEHLE AVE. SUITE 708
		CITY:			SADDLE BROOK
		STATE:			NJ
		ZIP:			07663

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Brooklyn Capital Management LLC
		DATE OF NAME CHANGE:	20101026
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>third.txt
<TEXT>
SCHEDULE 13D


DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
9/15/15


1. NAME OF REPORTING PERSON
Bulldog Investors, LLC


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________


7. SOLE VOTING POWER
371,923

8. SHARED VOTING POWER
270,695

9. SOLE DISPOSITIVE POWER
371,923
_______________________________________________________

10. SHARED DISPOSITIVE POWER
270,695


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
642,618 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

7.78%

14. TYPE OF REPORTING PERSON

IA

____________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
371,923

8. SHARED VOTING POWER
270,695

9. SOLE DISPOSITIVE POWER
371,923
_______________________________________________________

10. SHARED DISPOSITIVE POWER
270,695


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
642,618 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

7.78%


14. TYPE OF REPORTING PERSON

IN

___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
371,923

8. SHARED VOTING POWER
270,695

9. SOLE DISPOSITIVE POWER
371,923
_______________________________________________________

10. SHARED DISPOSITIVE POWER
270,695


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
642,618 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

7.78%


14. TYPE OF REPORTING PERSON

IN

___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________

7. SOLE VOTING POWER
371,923

8. SHARED VOTING POWER
270,695

9. SOLE DISPOSITIVE POWER
371,923
_______________________________________________________

10. SHARED DISPOSITIVE POWER
270,695


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
642,618 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

7.78%


14. TYPE OF REPORTING PERSON

IN
_______________________________________________________

Item 1. SECURITY AND ISSUER

This Schedule 13D relates to the shares of Common Stock
of First Trust Dividend and Income Fund  ("FAV" or the "Issuer").

The principal executive offices of FAV are located at

C/O FIRST TRUST PORTFOLIOS L.P.
120 EAST LIBERTY DRIVE, SUITE 400
WHEATON IL 60187


Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware
Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels.

(b)  The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.

(c)  Bulldog Investors,LLC is a registered investment adviser.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors,LLC.

(d) n/a

(e) n/a

(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.


ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLC.


ITEM 4. PURPOSE OF TRANSACTION
The filing persons believe the shares are undervalued and may communicate
with management about measures to enhance shareholder value.


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on August 4, 2015, there were 8,259,517 shares
of common stock outstanding as of May 31, 2015. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of September 24, 2015, Bulldog Investors, LLC is deemed to be the beneficial
owner of 642,618 shares of FAV (representing 7.78% ofFAV's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of, and dispose of, these shares. These 642,618 shares of FAV include 371,923
shares (representing 4.50% of FAV's outstanding shares) that are beneficially
owned by the following entities over which Messrs. Goldstein, Dakos and Samuels
exercise control: Opportunity Partners LP, Calapasas West Partners LP, Full
Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd., Full Value
Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity Partners, LP
(collectively,"Bulldog Investors Group of Funds").
Bulldog Investors Group of Funds may be deemed to constitute a group. All other
shares included in the aforementioned 642,618 shares of FAV beneficially owned
by Bulldog Investors, LLC (solely by virtue of its power to sell or direct the
vote of these shares) are also beneficially owned by clients of Bulldog
Investors, LLC who are not members of any group. The total number of these
"non-group" shares is 270,695 shares (representing 3.28% of FAV's outstanding
shares).

(b)Bulldog Investors,LLC has sole power to dispose of and vote 371,923 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 270,695 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of FAV's shares) share this power with Bulldog Investors, LLC.  Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.


c) During the past 60 days the following shares of FAV were purchased:

Date:		        Shares:		Price:
08/17/15		6,063		8.1917
08/18/15		900		8.1600
08/19/15		57,303		8.1466
08/20/15		28,792		8.0713
08/21/15		21,675		7.8652
08/24/15		37,800		7.4756
08/25/15		14,109		7.5429
08/26/15		19,702		7.4892
08/27/15		11,572		7.7823
08/28/15		8,325		7.8190
08/31/15		5,100		7.7947
09/01/15		23,875		7.6286
09/02/15		9,500		7.6574
09/03/15		13,100		7.7550
09/04/15		7,833		7.6646
09/08/15		19,752		7.7779
09/09/15		54,785		7.8379
09/10/15		33,504		7.7817
09/14/15		11,100		7.7462
09/15/15		55,330		7.8294
09/16/15		41,197		7.8861
09/17/15		16,100		7.9063
09/18/15		44,400		7.8081
09/21/15		32,602		7.8347
09/22/15		15,629		7.7379
09/22/15		4,030		7.7200
09/23/15		23,585		7.7373
09/24/15		23,955		7.6852


d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.

e) N/A

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1

After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 9/25/2015

By: /S/ Phillip Goldstein
Name:   Phillip Goldstein

By: /S/ Andrew Dakos
Name:   Andrew Dakos


By: /S/ Steven Samuels
Name:   Steven Samuels

Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member

Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.

Exhibit 1:

Agreement to Make Joint Filing

	Agreement made as of the 25th day of September, 2015, by and among
Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels.

WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;

WHEREAS, in connection with certain holdings of First Trust Dividend and
Income Fund (FAV), each of the parties to this Agreement is required to
file a statement containing the information required by Schedule 13D with
respect to the same holdings of FAV;

NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.


By:/s/ Phillip Goldstein	By:/s/ Andrew Dakos
	Phillip Goldstein	Andrew Dakos


	                   BULLDOG INVESTORS, LLC

By: /s/ Steven Samuels	   By: /s/ Andrew Dakos
	Steven Samuels	   Andrew Dakos, Member


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>