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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000896017-05-000032.txt : 20050620
<SEC-HEADER>0000896017-05-000032.hdr.sgml : 20050617
<ACCEPTANCE-DATETIME>20050620093846
ACCESSION NUMBER:		0000896017-05-000032
CONFORMED SUBMISSION TYPE:	DFAN14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050620
DATE AS OF CHANGE:		20050620
EFFECTIVENESS DATE:		20050620

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:		05904662

	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>defthree.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 20, 2005

Dear Fellow Shareholder of The New Germany Fund:

If you want the board of directors to take action to address the
discount, it is critical that you read and understand this
letter.

The good news is that our proposal recommending that shareholders
be afforded an opportunity to realize net asset value looks like
it will pass by a wide margin - and the board already knows that.
The bad news is that many shareholders voted for our proposal on
management's white proxy card and the board will probably ignore
the vote.

If you already voted for our net asset value proposal on
management's white proxy card, you should immediately vote FOR it
on our green proxy card.  If you cannot find your green proxy
card, please ask your broker to vote your shares on our green
proxy card for you - but you must do it immediately.

If there is some reason you cannot vote on our green proxy card
but you still want the board to take action to address the
discount, that is more likely to happen if you don't vote now,
i.e., if you rescind your white proxy card.  Here is why not
voting yet is preferable to voting on management's white proxy
card.

Because the board has said it will not count our proxies without
a court order, we will probably not attend the meeting.  Without
our proxies, there may not be a quorum which means no directors
can be elected.  If there is no quorum again next year, any
shareholder can file a lawsuit to have the Fund liquidated and
the proceeds paid to shareholders.  To avoid that possibility,
the board desperately wants to get a quorum.  If you voted for
open-ending on management's white proxy card, you may be
unwittingly undermining your ability to influence the board to
address the discount.  That is because if the board can not get a
quorum, they will most likely adjourn the meeting and make a
concession, e.g., agree to conduct a self-tender offer to get
enough additional proxies to reach a quorum.

The bottom line is that if you want an open-ending or a tender
offer, the worst thing you can do is to vote on management's
white proxy card. 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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