UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G

                   (Under the Securities Exchange Act of 1934)

                               (Amendment No. 1)*

                             BAY STATE BANCORP, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    072611106
                                 (CUSIP Number)

                                DECEMBER 31, 2000
             (Date of Event Which Requires Filing of this Statement)


This Schedule is filed according to Rule 13d-1(b).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                      [Continued on the following page(s)]

                                Page 1 of 4 Pages





Page 2 of 4 Pages                                             CUSIP #: 072611106

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1. Name of Reporting Person:
   (I.R.S. Identification No. of above person):

   First Financial Fund, Inc.
   13-3341573

--------------------------------------------------------------------------------

2. Check the appropriate box if a member of a group:
   (a) (   )
   (b) (   )

--------------------------------------------------------------------------------

3. SEC use only:


--------------------------------------------------------------------------------

4. Citizenship or Place of Organization:

   Maryland

--------------------------------------------------------------------------------

                                          5.    Sole Voting Power

                                                0
                                          --------------------------------------

   Number of shares                       6.    Shared Voting Power

   beneficially owned by                        0
                                          --------------------------------------
   each Reporting Person with             7.    Sole Dispositive Power


                                                0
                                          --------------------------------------
                                          8.    Shared Dispositive Power

                                                0
--------------------------------------------------------------------------------
9.    Aggregate amount beneficially owned by each reporting person:

      0

--------------------------------------------------------------------------------
10.   Check if the aggregate amount in row (9) excludes certain shares:


--------------------------------------------------------------------------------
11.   Percent of class represented by amount in row (9):

      0.00%

--------------------------------------------------------------------------------
12.   Type of Reporting Person:

      IV





Page 3 of 4 Pages                                             CUSIP #: 072611106

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                                  SCHEDULE 13G

ITEM 1(A):  NAME OF ISSUER:

            Bay State Bancorp, Inc.

ITEM 1(B):  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            1299 Beacon Street
            Brookline, Massachusetts 02446

ITEM 2(A):  NAME OF PERSON FILING:

            First Financial Fund, Inc.

ITEM 2(B):  ADDRESS OF PRINCIPAL BUSINESS OFFICE:

            Gateway Center Three
            100 Mulberry Street, 9th Floor
            Newark, New Jersey  07102-7503

ITEM 2(C):  CITIZENSHIP:

            Maryland

ITEM 2(D):  TITLE OF CLASS OF SECURITIES:

            Common Stock

ITEM 2(E):  CUSIP NUMBER:

            320228109

ITEM 3: TYPE OF PERSON FILING PURSUANT TO SS.SS.240.13d-1(b) OR 240.13d-2(b) OR
(c):

            An investment company registered under section 8 of the Investment
            Company Act of 1940 (15 U.S.C 80a-8)

ITEM 4:  OWNERSHIP:

            (a)   AMOUNT BENEFICIALLY OWNED: First Financial Fund, Inc., a
                  registered closed-end investment company, may be deemed the
                  beneficial owner of 0 shares of common stock of the Issuer.

            (b)   PERCENT OF CLASS: 0.00%

            (c)   VOTING AND DISPOTIVE POWER: First Financial Fund, Inc. has
                  sole power to vote or to direct the vote and shared power to
                  dispose or to direct the disposition of 0 shares of common
                  stock of the Issuer. First Financial Fund, Inc. has shared
                  power to vote or to direct the vote and sole power to dispose
                  or to direct the disposition of 0 shares of common stock of
                  the Issuer.



Page 4 of 4 Pages                                             CUSIP #: 072611106

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                                  SCHEDULE 13G

ITEM 5:  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

            As of the date hereof, First Financial Fund, Inc. has ceased to be
            the beneficial owner of more than five percent of the class of
            securities.

ITEM 6:  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

           Not Applicable

ITEM 7:  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
         ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

           Not Applicable

ITEM 8:  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

           Not Applicable

ITEM 9:  NOTICE OF DISSOLUTION OF GROUP:

           Not Applicable

ITEM 10:  CERTIFICATION:

                  By signing below I certify that, to the best of my knowledge
           and belief, the securities referred to above were acquired and are
           held in the ordinary course of business and were not acquired and are
           not held for the purpose of or with the effect of changing or
           influencing the control of the issuer of the securities and were not
           acquired and are not held in connection with or as a participant in
           any transaction having that purpose or effect.

SIGNATURE:

                  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.

                                         Date:  February 12, 2001

                                         Signature:   /s/ Arthur J. Brown
                                                    ---------------------
                                         Name/Title:  Arthur J. Brown
                                                      Secretary