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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000891836-04-000289.txt : 20040803
<SEC-HEADER>0000891836-04-000289.hdr.sgml : 20040803
<ACCEPTANCE-DATETIME>20040803154725
ACCESSION NUMBER:		0000891836-04-000289
CONFORMED SUBMISSION TYPE:	POS AMI
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20040803

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NEW GERMANY FUND INC
		CENTRAL INDEX KEY:			0000858706
		IRS NUMBER:				133555471
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		POS AMI
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05983
		FILM NUMBER:		04948462

	BUSINESS ADDRESS:	
		STREET 1:		280 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2124741694

	MAIL ADDRESS:	
		STREET 1:		280 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LENOX FUND INC
		DATE OF NAME CHANGE:	19900115
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS AMI
<SEQUENCE>1
<FILENAME>sc0134.txt
<DESCRIPTION>N-2, AMENDMENT NO. 11
<TEXT>
    (As filed with the Securities and Exchange Commission on August 3, 2004)


                                        INVESTMENT COMPANY ACT FILE NO. 811-5983
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-2

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    [ ]
                                AMENDMENT NO. 11                            [X]


                           THE NEW GERMANY FUND, INC.
             (Exact Name of Registrant as Specified in its Charter)

                    345 PARK AVENUE, NEW YORK, NEW YORK 10154
                    (Address of Principal Executive Offices)

       Registrant's Telephone Number, including Area Code: (800) 437-6269

                            BRUCE A. ROSENBLUM, ESQ.
                           THE NEW GERMANY FUND, INC.
                          C/O DEUTSCHE ASSET MANAGEMENT
                                 1 SOUTH STREET
                                   BAL01-1806
                               BALTIMORE, MD 21202
                     (Name and Address of Agent for Service)


If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box. [  ]

It is proposed that this filing will become effective:
[  ]  when declared effective pursuant to Section 8(c).

The Following boxes should only be included and completed if the registrant is a
registered closed-end management investment company or business development
company which makes periodic repurchase offers under Rule 23c-3 under the
Investment Company Act and is making this filing in accordance with Rule 486
under the Securities Act:
[  ]  immediately upon filing pursuant to paragraph (b).
[  ]  on (date) pursuant to paragraph (b).
[  ]  60 days after filing pursuant to paragraph (a).
[  ]  on (date) pursuant to paragraph (a).

If appropriate, check the following box:

[  ] This [post-effective] amendment designates a new effective date for a
previously filed [post-effective amendment] [registration statement]
[ ] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is ___________.

================================================================================

<PAGE>

                                     PART C

                                OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS.

         Amendment to the Bylaws of the Registrant, as adopted on July 12, 2004
by the Registrant's Board of Directors, is filed herewith as Exhibit (2)(b).



                                   SIGNATURES

         Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of New York,
and the state of New York, on the 3rd day of August, 2004.

                                                   THE NEW GERMANY FUND, INC.
                                                --------------------------------
                                                         (REGISTRANT)

                                                By: /s/ Bruce A. Rosenblum
                                                   -----------------------------
                                                   Bruce A. Rosenblum
                                                   Secretary



<PAGE>


                                INDEX TO EXHIBITS

- --------------------------------------------------------------------------------
     (2)(b)         --     Amendment to Bylaws of the Registrant
- --------------------------------------------------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.B
<SEQUENCE>2
<FILENAME>sc0134a.txt
<DESCRIPTION>EXHIBIT 2(B) -- AMEND. TO BYLAWS
<TEXT>
                                                                 EXHIBIT (2)(b)



         Article IV, Section 3 was amended by deleting the current Section 3 and
replacing it with the following new Section 3:

         Section 3. Meetings. Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Directors. Any two
members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the committee
members present at a meeting shall be the act of such committee. The Board of
Directors may designate a chairman of any committee, and such chairman or any
two members of any committee (if there are at least two members of the
committee) may fix the time and place of its meeting unless the Board shall
otherwise provide. In the absence of any member of any such committee, the
members thereof present at any meeting, whether or not they constitute a quorum,
may appoint another Director to act in the place of such absent member. Each
committee shall keep minutes of its proceedings.

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