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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000891836-06-000067.txt : 20060214
<SEC-HEADER>0000891836-06-000067.hdr.sgml : 20060214
<ACCEPTANCE-DATETIME>20060214163637
ACCESSION NUMBER:		0000891836-06-000067
CONFORMED SUBMISSION TYPE:	POS AMI
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20060214
DATE AS OF CHANGE:		20060214

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:		06615967

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS AMI
<SEQUENCE>1
<FILENAME>sc0024.txt
<DESCRIPTION>AMENDMENT NO. 15 TO N-2
<TEXT>
   (AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2006)

                                        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. 15                             [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

                                  JOHN MILLETTE
                           THE NEW GERMANY FUND, INC.
                          C/O DEUTSCHE ASSET MANAGEMENT
                           345 PARK AVENUE, 16TH FLOOR
                               NEW YORK, NY 10154
                     (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 January 30,
2006 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 Boston, and
the state of Massachusetts, on the 10th day of February, 2006.

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

                                         By: /s/ John Millette
                                             -----------------------------------
                                             John Millette
                                             Secretary

<PAGE>



                                INDEX TO EXHIBITS

     (2)(b)  --   Amendment to Bylaws of the Registrant
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>ex_2-b.txt
<DESCRIPTION>EX-2(B) -- AMENDMENT TO BYLAWS
<TEXT>
                                                                  EXHIBIT (2)(b)



         Article III Section 3 was amended on January 30, 2006 by deleting the
first paragraph and replacing it with the following paragraph.

         Section 3. Qualifications. Directors need not be stockholders. Each
Director shall hold office until the earlier of: (a) the expiration of his term
and his or her successor shall have been elected and qualifies, (b) his or her
death, (c) his or her resignation, or (d) his or her removal. To be eligible for
nomination as a director a person must, at the time of such person's nomination,
(a) have Relevant Experience and Country Knowledge (as defined below), (b) not
have any Conflict of Interest (as defined below) and (c) not be over 72 years of
age; provided that clause (c) shall not apply to any person who was a Director
on October 15, 1999 or to any person whom the Nominating Committee (or in the
absence of such a Committee, the Board of Directors) determines to except from
that clause on the basis that the person's prior public or government service or
other broad-based activities in the business community make it essential that
the Corporation continue to receive the benefit of the person's services as a
Director. The determination described in the previous sentence shall be made on
or before the time of nomination. Whether a proposed nominee satisfies the
foregoing qualifications shall be determined by the Nominating Committee or, in
the absence of such a Committee, by the Board of Directors, each in its sole
discretion.

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