PROXY STATEMENT OF PHILLIP GOLDSTEIN, A STOCKHOLDER OF THE NEW
GERMANY FUND, INC., IN OPPOSITION TO THE SOLICITATION BY THE
BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS (To be held on June 20, 2006)

I, Phillip Goldstein, a stockholder of The New Germany Fund,
Inc. (the ?Fund?), am sending this proxy statement and the
enclosed GREEN proxy card to stockholders of record as of April
21, 2006 of the Fund.  I am soliciting a proxy to vote your
shares at the Annual Meeting of Stockholders of the Fund (the
?Meeting?).  Please refer to the Fund?s proxy soliciting
material for additional information concerning the Meeting and
the matters to be considered by stockholders including the
election of directors.

This proxy statement and the enclosed GREEN proxy card are first
being sent to stockholders of the Fund on or about May --, 2006.

INTRODUCTION

There are five matters that will be voted upon at the Meeting:
(1) the election of three directors; (2) ratification of the
appointment of the independent auditors; (3) a proposal to
terminate the  investment  advisory  agreement  between
Deutsche Asset Management  International  GmbH and the Fund, (4)
a proposal to formalize the right of shareholders to nominate
and elect the Fund?s directors; and (5) a proposal that
stockholders be afforded an opportunity to realize net asset
value (?NAV?) for their shares as soon as practicable.  I am
soliciting a proxy to vote your shares FOR the election of my
nominees, and FOR each of the proposals.

How Proxies Will Be Voted

If you return a GREEN proxy card in the enclosed envelope, your
shares will be voted on each matter as you indicate.  If you do
not indicate how your shares are to be voted on a matter, they
will be voted FOR the election of my nominees and FOR each
proposal.  If you return a GREEN proxy card, you will be
granting the proxy holders discretionary authority to vote on
any other matters that may come before the Meeting including
matters relating to the conduct of the Meeting.  The board of
directors has adopted a bylaw that requires nominees to meet
onerous qualifications which my nominees do not meet.  I believe
these qualifications constitute an improper constraint by the
board on the right of stockholders to elect directors.  A
lawsuit has been filed challenging validity of the
qualifications bylaw and pending the outcome of that lawsuit,
there is a question as to whether votes for my nominees will be
counted.

Voting Requirements

The presence in person or by proxy of at least one-third of the
Fund?s outstanding shares shall constitute a quorum.  The three
nominees receiving the greatest number of votes cast will be
elected directors.  Proposal 2 requires the affirmative vote of
the lesser of (a) 67% or more of the shares present at the
Meeting, if the holders of more than 50% of the outstanding
shares are present or represented by proxy, and (b) more than
50% of the outstanding shares of the Fund.  Abstentions and
broker non-votes will have the same effect as votes against the
proposal.  Each of the other proposals requires the affirmative
vote of a majority of the votes cast at the Meeting for
approval.

Revocation of Proxies

You may revoke any proxy prior to its exercise by (i) delivering
a written revocation of your proxy at the Meeting; (ii)
executing and delivering a later dated proxy; or (iii) voting in
person at the Meeting. (Attendance at the Meeting will not in
and of itself revoke a proxy.) There is no limit on the number
of times you may revoke your proxy prior to the Meeting. Only
your latest dated proxy will be counted.

Information Concerning the Soliciting Shareholder

I, Phillip Goldstein, the soliciting stockholder, am an
investment advisor.  Currently, my clients, clients of my
affiliates, and I beneficially own ----------- shares of the
Fund, of which approximately ----------- shares were bought in
2005 and approximately ---------- shares were bought in 2004.
Approximately shares have been sold since ------------, 2005.

REASONS FOR THE SOLICITATION

In 2000, the board adopted a preclusive bylaw establishing
qualifications for director that are obviously intended to
perpetuate the board?s control over the Fund.  A shareholder
lawsuit has been filed challenging the validity of that bylaw
and the results of last year?s annual meeting.  Recently, a
federal judge denied the Fund?s motion to dismiss the lawsuit,
stating: ?The Court must assume that . . . the Board's
application of the Bylaw together with the execution of its June
2005 election would impact ?fair voting procedures.? Moreover,
the Court must assume, in the present context, that the
application of the Director Qualification Bylaw was ?clearly
unreasonable.??  Based on that ruling, we are optimistic that
the shareholders will ultimately prevail in the lawsuit.

Last year, we conducted a proxy contest that we believe, if not
for the board?s refusal to waive the qualifications bylaw, would
have resulted in our slate of directors being elected and our
open-ending proposal being adopted by a 71% to 29% margin.
Since November 2005, we have tried several times to reach out to
the board in an attempt to resolve the litigation and to avert
another proxy contest but the board has refused to meet with us.
In view of the board?s intransigence, it appears we have no
choice but to pursue another proxy contest.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Meeting, I intend to nominate the following persons for
election as directors.  Each nominee has consented to being
named in this proxy statement and to serve as a director if
elected.  No nominee has any arrangement or understanding with
any person with respect to employment by or transactions with
the Fund or any affiliate of the Fund.  I do not know of any
material conflicts of interest that would prevent any of my
nominees from acting in the best interest of the Fund.  Please
refer to the Fund?s proxy soliciting material for additional
information concerning the election of directors.

Brad Orvieto (49), 10824 NW 2nd Street, Plantation, Florida 33324
Founded Horizon Financial Group, a Financial Planning and
Investment Advisory firm, 1985.  Horizon Financial Group merged
with Strategic Asset Management Group, 1997.  Mr. Orvieto?s
firm?s practice consists of investment management consulting for
high net worth individuals, municipal and corporate pension
funds and non-profit organizations. He has been a director of
Equus II, a business development company, since 2003.

Lawrence J. Goldstein (70), Santa Monica Partners, L.P., 1865
Palmer Avenue,
Larchmont New York 10538
For the past 24 years Mr. Goldstein has been the President and
founder of SMP Asset Management, LLC, the General Partner of
Santa Monica Partners, LP, and President of Santa Monica
Partners Asset Management LLC, Santa Monica Partners Opportunity
Fund LP, and Santa Monica Partners II LP. These investment
partnerships have a long-term value focus.  Mr. Goldstein is a
director of Advanced Processing & Imaging and has served as a
director of many small public companies including American
Locker Group, Inc., FRMO Corp, Initio Inc., SBM Industries, and
Starstruck Ltd.

Richard J. Shaker (64),1094 Magothy Circle, Annapolis, MD  21409
Mr. Shaker earned a Ph.D. in mathematics from the University of
Chicago in 1968.  He worked at the National Security Agency
from1968-1994 as a mathematician and executive and from 1991 to
1994 as Chief of Mathematical Research.  He has been a principal
of Shaker Financial Services, a financial advisory firm since
1995.

None of the above nominees owns any shares of the Fund except
for Mr. Orvieto who owns 1,900 shares.  My wife and I jointly
own ------- shares in street name and I own 1,511 shares in an
IRA account.  I have sole or shared voting and/or disposal
authority for an additional --------- shares that are
beneficially owned by my clients.  There are no definitive
arrangements or understandings between any of our nominees and
me or my affiliates.  Each nominee has consented to serve if
elected.

PROPOSAL 2: TO RATIFY PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2006

In the absence of contrary instructions, the proxy holders will
vote your shares FOR this proposal.

PROPOSAL 3:  THE INVESTMENT ADVISORY AGREEMENT BETWEEN DEUTSCHE
ASSET MANAGEMENT INTERNATIONAL GMBH AND THE FUND SHALL BE
TERMINATED.

In the absence of contrary instructions, the proxy holders will
vote your shares FOR this proposal.

PROPOSAL 4:  NOTWITHSTANDING ANY PROVISION OF THE FUND'S BYLAWS
TO THE CONTRARY, AT ANY MEETING OF SHAREHOLDERS (1) ANY
BENEFICIAL OR REGISTERED SHAREHOLDER OF THE FUND SHALL BE
ENTITLED TO MAKE NOMINATIONS FOR THE BOARD OF DIRECTORS AND (2)
THE SHAREHOLDERS MAY VOTE FOR AND ELECT AS DIRECTORS ANY PERSONS
SO NOMINATED.

The purpose of this ?ballot access? proposal is to nullify any
impediments to a democratic election for directors including the
so called qualifications bylaw.  In the absence of contrary
instructions, the proxy holders will vote your shares FOR this
proposal.

PROPOSAL 5:  A RECOMMENDATION THAT STOCKHOLDERS OF THE FUND BE
AFFORDED AN OPPORTUNITY TO REALIZE NET ASSET VALUE FOR THEIR
SHARES AS SOON AS PRACTICABLE

Open-ending the Fund or a self-tender offer will allow
stockholders to realize NAV for their shares.  However, either
action may also have adverse effects such as increasing the
Fund?s expense ratio or the percentage of assets held in
illiquid investments.  If adopted, this proposal will not be
binding on the board.  Moreover, if my nominees, who are
committed to its implementation if it is adopted by
stockholders, are elected, they will constitute a minority of
the board.  In the absence of contrary instructions, the proxy
holders will vote your shares FOR this proposal.

THE SOLICITATION

I, Phillip Goldstein, the soliciting shareholder, am making this
solicitation.  Persons affiliated with or employed by me or my
affiliates may assist me in the solicitation of proxies.  Banks,
brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward this proxy statement and the
enclosed GREEN proxy card to the beneficial owners of shares for
whom they hold shares of record.  I will reimburse these
organizations for their reasonable out-of-pocket expenses.

Initially, I will bear all of the expenses related to this proxy
solicitation.  Because I believe that all shareholders will
benefit from this solicitation, I intend to seek reimbursement
of my expenses from the Fund.  Shareholders will not be asked to
vote on the reimbursement of my solicitation expenses which I
estimate will be $35,000.

DATED: May --, 2006




PROXY CARD

Proxy Solicited in Opposition to the Board of Directors of The
New Germany Fund, Inc. by Phillip Goldstein for the 2006 Annual
Meeting of Shareholders

The undersigned hereby appoints Rajeev Das, Andrew Dakos and
Phillip Goldstein and each of them, as the undersigned?s
proxies, with full power of substitution, to attend the Annual
Meeting of Shareholders of The New Germany Fund, Inc. (the
?Fund?) on June 20, 2006, (the ?Meeting?), and any adjournment
or postponement thereof, and to vote on all matters that may
come before the Meeting and any such adjournment or postponement
the number of shares that the undersigned would be entitled to
vote if present in person, as specified below.

(INSTRUCTIONS:  Mark votes by placing an ?x? in the appropriate
[  ].)

1. ELECTION OF TWO DIRECTORS

[ ] FOR BRAD ORVIETO				 [ ] WITHHOLD AUTHORITY

[ ] FOR LAWRENCE J. GOLDSTEIN		 [ ] WITHHOLD AUTHORITY

[ ] FOR RICHARD J. SHAKER			 [ ] WITHHOLD AUTHORITY

2. TO RATIFY PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006

FOR [   ]     	        		AGAINST [   ]
	ABSTAIN [   ]

3.  THE INVESTMENT ADVISORY AGREEMENT BETWEEN DEUTSCHE ASSET
MANAGEMENT INTERNATIONAL GMBH AND THE FUND SHALL BE TERMINATED.

FOR [   ]     	        		AGAINST [   ]
	ABSTAIN [   ]

4.  NOTWITHSTANDING ANY PROVISION OF THE FUND'S BYLAWS TO THE
CONTRARY, AT ANY MEETING OF SHAREHOLDERS (1) ANY BENEFICIAL OR
REGISTERED SHAREHOLDER OF THE FUND SHALL BE ENTITLED TO MAKE
NOMINATIONS FOR THE BOARD OF DIRECTORS AND (2) THE SHAREHOLDERS
MAY VOTE FOR AND ELECT AS DIRECTORS ANY PERSONS SO NOMINATED.

FOR [   ]     	        		AGAINST [   ]
	ABSTAIN [   ]

5. A RECOMMENDATION THAT STOCKHOLDERS OF THE FUND BE AFFORDED AN
OPPORTUNITY TO REALIZE NET ASSET VALUE FOR THEIR SHARES AS SOON
AS PRACTICABLE.
FOR [   ]     	        		AGAINST [   ]
	ABSTAIN [   ]

Please sign and date below.  Unless the board refuses to allow
your shares to be voted as directed, they will be so voted.  If
no direction is made, this proxy will be voted FOR the election
of the nominees named above and FOR each Proposal.  The
undersigned hereby acknowledges receipt of the proxy statement
dated May --, 2006 of Phillip Goldstein and revokes any proxy
previously executed.  (Important - Please be sure to enter
date.)



SIGNATURE(S)___________________________________  Dated:
_______________