SC TO-I/A

As filed with the Securities and Exchange Commission on February 4, 2008.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934
Amendment No. 2

THE NEW GERMANY FUND, INC.

(Name of Subject Company (issuer))

THE NEW GERMANY FUND, INC.

(Name of Filing Person (offeror))

COMMON STOCK,
$0.001 PAR VALUE PER SHARE
(Title of Class of Securities)

644465106

(CUSIP Number of Class of Securities)

David Goldman
The New Germany Fund, Inc.
c/o Deutsche Investment Management Americas, Inc.
345 Park Avenue
New York, New York 10154
(212) 454-7190
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

John T. Bostelman, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$81,160,978(a)	$2,491.64(b)

(a)	Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate market value for 4,960,940 Fund Shares in the offer, based on the average of the high and low prices on December 19, 2007 of $16.36 as reported on the New York Stock Exchange.
(b)	Calculated at $30.70 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #4 for Fiscal Year 2008, effective December 14, 2007.
þ	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $2,491.64	Filing Party: New Germany Fund
Form or Registration No.: SC TO-I	Date Filed: 12/21/2007

o Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

o  Check the appropriate boxes to designate any transactions to which this statement relates:

o  third party tender offer subject to Rule 14d-1

þ  issuer tender offer subject to Rule 13e-4

o  going-private transaction subject to Rule 13e-3

o  amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

Introductory Statement

This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO relates to an offer by The New Germany Fund, Inc., a Maryland corporation (the “Fund”), to repurchase up to 4,960,940 (approximately 20%) of its issued and outstanding shares of common stock, par value $0.001 per share (the “Fund Shares”) in exchange for a pro rata portion of the Fund’s Portfolio Securities (other than securities that (i) are not publicly traded, (ii) would need to be registered under the Securities Act of 1933, as amended, if distributed in the repurchase, (iii) are issued by entities in countries which restrict or prohibit the holding of securities by non-nationals other than through qualified investment vehicles, or whose distribution would require registration under or otherwise be contrary to applicable local laws, rules or regulations or (iv) involve the assumption of contractual obligations or trading restrictions) amends such Issuer Tender Offer Statement on Schedule TO to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.

Item 12.   Exhibits

(a)(5)(ii) Press release issued on February 4, 2008.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

THE NEW GERMANY FUND, INC.

By:  /s/  David Goldman

Name:     David Goldman

Title: Secretary

Dated: February 4, 2008

EX-99.A.5.II

The New Germany Fund, Inc.

Press Release

FOR IMMEDIATE RELEASE

 
For additional information:
Deutsche Bank Press Office 212.250.7171, Media
Christopher Ferreira 800.349.4281, Investors

THE NEW GERMANY FUND, INC. ANNOUNCES EXPIRATION AND
PRELIMINARY RESULTS OF TENDER OFFER

NEW YORK, NY, February 4, 2008 — The New Germany Fund, Inc. (the “Fund”) (NYSE: GF) today announced the preliminary results of its in-kind tender offer for up to 4,960,940 of its shares of common stock, representing approximately 20% of its issued and outstanding shares. The offer expired at 5:00 p.m., Eastern time, on Friday, February 1, 2008.

Based upon current information, approximately 9,708,691 shares of common stock, or approximately 39% of the Fund’s common stock outstanding, were tendered through the stated expiration date, including shares tendered pursuant to notices of guaranteed delivery. This number is subject to adjustment and should not be regarded as final. No more than a total of 4,960,940 properly tendered shares will be accepted for payment at a price equal to 96% of the net asset value per share as of the close of the regular trading session of the New York Stock Exchange on February 4, 2008. The final number of shares validly tendered and accepted pursuant to the tender offer will be announced at a later date.

The Fund conducted the offer in connection with the previously announced settlement of the civil class action Daniels vs. The New Germany Fund, Inc.

The tender offer referred to in this announcement was made only by the Offer to Repurchase and the related Letter of Transmittal. Shareholders should read these documents carefully. The documents are available to investors free of charge at the website of the Securities and Exchange Commission (www.sec.gov). Neither the Offer to Repurchase shares was made to, nor will tenders pursuant to the Offer to Repurchase be accepted from or on behalf of, holders of shares in any jurisdiction in which making or accepting the Offer to Repurchase would violate that jurisdiction’s laws.

# # #

The New Germany Fund, Inc. is a diversified, closed-end investment company seeking capital appreciation primarily through investment in the Mittelstand — an important group of small and mid-cap German companies. The Fund may invest up to 35% of its assets in large cap German companies, and up to 20% in other Western European companies. Its shares are listed on the New York Stock Exchange under the symbol “GF”. The Fund may focus its investments in certain geographic regions, thereby increasing its vulnerability to developments in that region. Investing in foreign securities presents certain unique risks not associated with domestic investments, such as currency fluctuation, political and economic change, and market risks. This may result in greater share price volatility. Shares of closed-end funds frequently trade at a discount to net asset value. The price of the Fund’s shares is determined by a number of factors, several of which are beyond the control of the Fund. Therefore, the Fund cannot predict whether its shares will trade at, below or above net asset value.

NOT FDIC/ NCUA INSURED	MAY LOSE VALUE	NO BANK GUARANTEE
NOT A DEPOSIT	NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

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