NOTIFICATION OF THE REMOVAL FROM LISTING AND
REGISTRATION OF THE STATED SECURITIES
New York Stock Exchange LLC (the 'Exchange'
or the 'NYSE') hereby notifies the SEC of
its intention to remove the entire class of
Common Stock (the 'Securities') of First
Opportunity Fund, Inc. (the 'Company') from
listing and registration on the Exchange at
the opening of business on June 1, 2010,
pursuant to the provisions of Rule 12d2-2(b),
because, in the opinion of the Exchange, the
Securities are no longer suitable for
continued listing and trading on the Exchange.
The Exchange's action is being taken in view
of the fact that, at a meeting on May 3, 2010,
the Company?s stockholders approved a proposal
to make a substantial investment in certain
private investment funds. The NYSE has
determined to delist the Company because the
approval of this investment plan will result
in the Company engaging in operations which,
in the opinion of the Exchange, are contrary
to the public interest and therefore constitute
grounds for delisting the Company pursuant to
Section 802.01D of the NYSE Listed Company
Manual. As disclosed by the Company in its proxy
statement mailed to stockholders in connection
with the meeting, the NYSE had previously informed
the Company about its discussions with the SEC
with respect to the Company?s proposal to make
these investments, and that these discussions
had led the NYSE to conclude that it would
likely be compelled to delist the Company on
public interest grounds if the proposal was
approved.

1. The Exchange's Listed Company Manual, Section
802.01D states, in part, that the Exchange may
initiate delisting proceedings if a listed
company or its management shall engage in
operations which, in the opinion of the Exchange,
are contrary to the public interest.

2. The Exchange, on May 6, 2010, determined that
the Securities of the Company should be suspended
immediately, and directed the preparation and
filing with the Commission of this application for
the removal of the Securities from listing and
registration on the Exchange. The Company was
notified by letter on that same date.

3. Pursuant to the above authorization, a press
release was issued and an announcement was made on
the 'ticker' of the Exchange at the close of the
trading session on May 6, 2010, of the suspension
of trading in the Securities. Similar information
was included on the Exchange's website.

4. The Company had a right to appeal to the
Committee for Review of the Board of Directors of
NYSE Regulation the determination to delist the
Securities, provided that it filed a written request
for such a review with the Secretary of the Exchange
within ten business days of receiving notice of
delisting determination. The Company did not file
such request within the specified time period.