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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000896017-05-000031.txt : 20050614
<SEC-HEADER>0000896017-05-000031.hdr.sgml : 20050613
<ACCEPTANCE-DATETIME>20050613175248
ACCESSION NUMBER:		0000896017-05-000031
CONFORMED SUBMISSION TYPE:	DFAN14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050614
DATE AS OF CHANGE:		20050613
EFFECTIVENESS DATE:		20050614

SUBJECT COMPANY:	

	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:		DFAN14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-05983
		FILM NUMBER:		05893209

	BUSINESS ADDRESS:	
		STREET 1:		345 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
		BUSINESS PHONE:		800-437-6269

	MAIL ADDRESS:	
		STREET 1:		345 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LENOX FUND INC
		DATE OF NAME CHANGE:	19900115

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OPPORTUNITY PARTNERS L P
		CENTRAL INDEX KEY:			0000896017
		IRS NUMBER:				113132092
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DFAN14A

	BUSINESS ADDRESS:	
		STREET 1:		60 HERITAGE DRIVE
		CITY:			PLESANTVILLE
		STATE:			NY
		ZIP:			10570
		BUSINESS PHONE:		9147475262

	MAIL ADDRESS:	
		STREET 1:		60 HERITAGE DRIVE
		CITY:			PLEASANTVILLE
		STATE:			NY
		ZIP:			10570
</SEC-HEADER>
<DOCUMENT>
<TYPE>DFAN14A
<SEQUENCE>1
<FILENAME>deftwo.txt
<TEXT>


SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934


Filed by the Registrant []

Filed by a party other than the Registrant [X]


Check the appropriate box:

[] Preliminary proxy statement.

[] Definitive proxy statement.

[X]  Definitive additional materials.

[ ] Soliciting material under Rule 14a-12.

[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).

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

                   OPPORTUNITY PARTNERS L.P.
- ----------------------------------------------------------------
Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)


Payment of filing fee (check the appropriate box):

[X]  No fee required.

[  ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.

(1)  Title of each class of securities to which transaction
applies:

(2)  Aggregate number of securities to which transaction applies:

(3)  Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

(4)  Proposed maximum aggregate value of transaction:

(5)  Total fee paid:

[  ] Fee paid previously with preliminary materials.


<PAGE>

[  ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.

(1)  Amount Previously Paid:

(2)  Form, Schedule or Registration Statement No.:

(3)  Filing Party:

(4)  Date Filed:





 Opportunity Partners L.P., 60 Heritage Drive, Pleasantville, NY
                              10570
    (914) 747-5262 // Fax: (914) 747-5258//oplp@optonline.net

                                   June 13, 2005

Dear Fellow Shareholder of The New Germany Fund:

With the annual meeting rapidly approaching, we would like to
update you on some recent developments.

First, the board of directors has been sued in Maryland state
court for breach of fiduciary duty by a shareholder of the Fund
for refusing to allow him and other shareholders to vote for our
nominees.  Maryland courts have generally followed Delaware
precedents on corporate governance matters and just last week,
the Delaware Chancery Court affirmed that "the right of
shareholders to participate in the voting process includes the
right to nominate an opposing slate." Ultimately, we are
confident that the court will order all proxies to be counted as
instructed.
Secondly, we are also confident that our proposal recommending
that shareholders be afforded an opportunity to realize net asset
value will pass easily.  The problem is that the board ignored a
similar proposal last year after it passed by a wide margin and
there is no guarantee that it will not ignore this one.  That is
why it is critical that our nominees be elected as directors.
Some shareholders have told us that they did not vote on our
green proxy card because they already voted for our proposal and
against the board's nominees on management's white proxy card.
THAT IS NOT ENOUGH!  A vote on management's white proxy to
withhold their votes for the incumbents is tantamount to an
abstention.  It is not the same as a vote for our nominees.  If
you want to realize NAV, you need to affirmatively vote FOR our
nominees on our green proxy card as that will supersede any
previous proxy you may have submitted.  If you inadvertently
discarded our green proxy card, please call your stock broker and
advise him or her to vote it for you.
Finally, some shareholders have suggested that we should also
conduct a proxy contest to obtain NAV for shareholders of The
Germany Fund.  We already own shares of The Germany Fund and we
would certainly consider conducting a proxy contest next year if
we can obtain a favorable outcome in this proxy contest.
Otherwise, we will probably look to increase our stake in The New
Germany Fund with an eye toward conducting another proxy contest
for only The New Germany Fund next year.
If you have any questions, please call me at (914) 747-5262 or e-
mail me at oplp@optonline.net.

                                        Yours truly,


                                        Phillip Goldstein
                                        Fellow GF Shareholder

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