SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)
New Gold Inc.
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(Name of Issuer)
Common Shares Without Par Value
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(Title of Class of Securities)
644535106
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 644535106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Libra Advisors, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
963,300
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
963,300
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
963,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 644535106
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Libra Associates, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
784,500
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
784,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 644535106
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Libra Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
784,500
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
784,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 644535106
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ranjan Tandon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
6. SHARED VOTING POWER
963,300
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
963,300
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
963,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 644535106
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Item 1(a). Name of Issuer:
New Gold Inc.
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(b). Address of Issuer's Principal Executive Offices:
Suite 601, 595 Howe Street
Vancouver, British Columbia, Canada V6C 2T5
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Item 2(a). Name of Person Filing:
Libra Advisors, LLC
Libra Associates, LLC
Libra Fund, L.P.
Ranjan Tandon, Managing Member of Libra Advisors, LLC and
Libra Associates, LLC
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(b). Address of Principal Business Office, or if None, Residence:
Libra Advisors, LLC
909 Third Avenue
29th Floor
New York, New York 10022
Libra Associates, LLC
909 Third Avenue
29th Floor
New York, New York 10022
Libra Fund, L.P.
909 Third Avenue
29th Floor
New York, New York 10022
Ranjan Tandon
c/o Libra Advisors, LLC
909 Third Avenue
29th Floor
New York, New York 10022
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(c). Citizenship:
Libra Advisors, LLC - New York limited liability company
Libra Associates, LLC - Delaware limited liability company
Libra Fund, L.P. - Delaware limited partnership
Ranjan Tandon - United States of America
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(d). Title of Class of Securities:
Common Shares, Without Par Value
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(e). CUSIP Number:
644535106
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with
s.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
784,500 shares deemed beneficially owned by Libra Associates, LLC;
784,500 shares deemed beneficially owned by Libra Fund, L.P.;
963,300 shares deemed beneficially owned by Libra Advisors, LLC;
963,300 shares deemed beneficially owned by Ranjan Tandon.
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(b) Percent of class:
2.1% deemed beneficially owned by Libra Associates, LLC;
2.1% deemed beneficially owned by Libra Fund, L.P.;
2.6% deemed beneficially owned by Libra Advisors, LLC;
2.6% deemed beneficially owned by Ranjan Tandon.
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Libra Associates, LLC: 0
Libra Fund, L.P.: 0
Libra Advisors, LLC: 0
Ranjan Tandon: 0
(ii) Shared power to vote or to direct the vote
Libra Associates, LLC: 784,500
Libra Fund, L.P.: 784,500
Libra Advisors, LLC: 963,300
Ranjan Tandon: 963,300
(iii) Sole power to dispose or to direct the
disposition of
Libra Associates, LLC: 0
Libra Fund, L.P.: 0
Libra Advisors, LLC: 0
Ranjan Tandon: 0
(iv) Shared power to dispose or to direct the
disposition of
Libra Associates, LLC: 784,500
Libra Fund, L.P.: 784,500
Libra Advisors, LLC: 963,300
Ranjan Tandon: 963,300
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
The shares reported herein are held in the accounts of two private
investment funds (the "Funds"), including Libra Fund, L.P., the investments of
which are managed by Libra Advisors, LLC and/or Libra Associates, LLC, each of
which Ranjan Tandon is the managing member. Libra Fund, L.P. is the only one of
the Funds which beneficially owns more than five percent of the shares reported
herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below the Reporting Persons certify that, to the best of
their knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable 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.
Date: February 13, 2008
LIBRA ADVISORS, LLC***
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: Managing Member
LIBRA ASSOCIATES, LLC***
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: Managing Member
LIBRA FUND, L.P.***
By: LIBRA ASSOCIATES, LLC
General Partner
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: Managing Member
RANJAN TANDON***
/s/ Ranjan Tandon
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Name: Ranjan Tandon
*** The Reporting Persons specifically disclaim beneficial ownership of the
securities reported herein except to the extent of their pecuniary interest
therein.
Exhibit A
AGREEMENT
The undersigned agree that this Amendment No. 2 to Schedule 13G relating to the
Common Shares, Without Par Value, of New Gold Inc. shall be filed on behalf of
the undersigned.
Date: February 13, 2008
LIBRA ADVISORS, LLC
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: Managing Member
LIBRA ASSOCIATES, LLC
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: Managing Member
LIBRA FUND, L.P.
By: LIBRA ASSOCIATES, LLC
its General Partner
By: /s/ Ranjan Tandon
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Name: Ranjan Tandon
Title: Managing Member
RANJAN TANDON
/s/ Ranjan Tandon
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Name: Ranjan Tandon
SK 03784 0001 853743