SC TO-I/A

As filed with the Securities and Exchange Commission on June 21, 2012

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 Ireland Fund, Inc.

(Name of Subject Company (Issuer))

The New Ireland Fund, Inc.

(Name of Filing Persons (Offeror and Issuer))

Shares of Common Stock

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

THE NEW IRELAND FUND, INC.

c/o BNY Mellon Investment Servicing (US) Inc.

One Boston Place, 34th Floor

Boston, Massachusetts 02109

1-800-468-6475

(Name, address, and telephone number of person authorized to receive

notices and communications on behalf of filing persons)

With a copy to:

Patricia A. Poglinco, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

CALCULATION OF FILING FEE

Transaction Value:  $8,066,520*	Amount of Filing Fee:  $924.42**
* Estimated for purposes of calculating the filing fee only. This amount was determined by multiplying 924,000 shares of common stock of The New Ireland Fund, Inc., which represents the estimated maximum number of such shares to be acquired in the tender offer, by a price per share of $8.73, which represents 98% of the net asset value per share on May 11, 2012.
** Calculated at $114.60 per $1,000,000 of the transaction value.

[X]	Check the box if any part of the filing 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 the filing.
	Amount Previously Paid: $924.42
	Form or Registration No.: Schedule TO

	Filing Party: The New Ireland Fund, Inc.
	Date Filed: May 15, 2012
[   ]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates
[   ]	Third-party tender offer subject to Rule 14d-1.
[X]	Issuer tender offer subject to Rule 13e-4
[   ]	Going-private transaction subject to Rule 13e-4
[   ]	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.

Explanatory Note

This Amendment No. 2 amends and supplements the tender offer statement on Schedule TO originally filed by The New Ireland Fund, Inc. (the "Fund") with the Securities and Exchange Commission (the "Commission") on May 15, 2012 to add additional exhibits in accordance with Rule 13e-4(c) promulgated under the Securities Exchange Act of 1934.

Item 12.  Exhibits.

(a)(1) Offer to Purchase.*

(a)(2)	Form of Letter of Transmittal.*
(a)(3)	Form of Notice of Guaranteed Delivery.*
(a)(4)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(6)	Text of Letter to Shareholders of the Fund.*
(a)(7)	Pre-Commencement Communication.*
(a)(8)	Compromise and Standstill Agreement.**
(a)(9)	Press Release Dated June 14, 2012.  (Filed herewith)
(a)(10)	Press Release Dated June 20, 2012. (Filed herewith)

 * Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on May 15, 2012.

**Previously filed as an exhibit to Amendment No. 1 to the Schedule TO filed by the Fund with the Commission on June 4, 2012.

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 IRELAND FUND, INC.

/s/ Sean Hawkshaw

Name: Sean Hawkshaw

Title:  President

Dated: June 21, 2012

EX-99

Exhibit (a)(9)

The New Ireland Fund, Inc - Tender Offer Update

Boston, Massachusetts –June 14, 2012 - The New Ireland Fund, Inc. (NYSE: IRL) announced todaythe preliminary results of its tender offer, which expired at 11.59 p.m. ET on Wednesday, June 13, 2012. The Fund offered to purchase up to 15% of its outstanding shares at a price equal to 98% of the net asset value per share, determined by the Fund as of the close of regular trading on the New York Stock Exchange on the business day immediately following the expiration date.

As of Wednesday, June 13, 2012, there were 6,154,512 outstanding shares of the Fund, and the amount of shares to be purchased under the terms of the offer amounts to approximately 924,000 shares.

The preliminary count by American Stock Transfer & Trust Company, LLC, the fund's depositary agent, indicated that approximately 2,528,223 shares were validly tendered prior to the expiration of the Fund's offer. This count is subject to final confirmation and the proper delivery of all shares tendered and not withdrawn.  Because the number of shares tendered exceeds the number of shares that the fund is offering to repurchase, those Fund shares tendered will be accepted on a pro-rata basis. The preliminary ratio of shares tendered to be accepted for payment is approximately 41.07 percent.

The New Ireland Fund, Inc. is a closed-end diversified investment company that seeks long-term capital appreciation through investing at least 80% of its assets in a portfolio of Irish securities.  The Fund, which is managed by Kleinwort Benson Investors International Limited, is listed on the New York Stock Exchange under the trading symbol "IRL".  For further information, please contact the Fund at 1-800-468-6475.

EX-99

Exhibit (a)(10)

The New Ireland Fund, Inc. Announces Final Results of Tender Offer

Boston, Massachusetts – June 20, 2012 - The New Ireland Fund, Inc. (NYSE: IRL) announced today that, in accordance with its offer to purchase 15% of its issued and outstanding shares of common stock, which offer expired on June 13, 2012, the Fund has accepted 924,000 shares for payment on or about June 20, 2012 at $8.09 per share, which is equal to 98% of the Fund's net asset value per share as of the close of regular trading on the New York Stock Exchange on June 14, 2012.   The Fund will make prompt payment to participating stockholders of the purchase price for shares accepted in the tender offer.   A total of approximately 2,529,140 shares or approximately 41.1% of the Fund's issued and outstanding shares of common stock were properly tendered and not withdrawn prior to the expiration of the offer.  Consistent with the terms of the offer, on a pro rated basis, approximately 36.5% of the shares properly tendered by each stockholder have been accepted for payment.

The New Ireland Fund, Inc. is a closed-end diversified investment company that seeks long-term capital appreciation through investing at least 80% of its assets in a portfolio of Irish securities. The Fund, which is managed by Kleinwort Benson Investors International Limited, is listed on the New York Stock Exchange under the trading symbol "IRL." For further information, please contact the Fund at 1-800-468-6475.