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. 1)(1)


                                  New Gold Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                         Common Shares Without Par Value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    644535106
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2006
--------------------------------------------------------------------------------
             (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)


----------

(1)  The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

     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
          ---------------------

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

     2,147,500

7.   SOLE DISPOSITIVE POWER


8.   SHARED DISPOSITIVE POWER

     2,147,500

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,147,500

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     8.8%

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

     1,769,200

7.   SOLE DISPOSITIVE POWER



8.   SHARED DISPOSITIVE POWER

     1,769,200

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,769,200
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     7.2%

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

     1,769,200

7.   SOLE DISPOSITIVE POWER


8.   SHARED DISPOSITIVE POWER

     1,769,200

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,769,200

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     7.2%

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

     2,147,500

7.   SOLE DISPOSITIVE POWER


8.   SHARED DISPOSITIVE POWER

     2,147,500

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,147,500

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     8.8%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN



CUSIP No. 644535106
          ---------------------

Item 1(a).  Name of Issuer:

            New Gold Inc.
            --------------------------------------------------------------------

      (b).  Address of Issuer's Principal Executive Offices:

            Suite 601, 595 Howe Street
            Vancouver, British Columbia, Canada V6C 2T5
            --------------------------------------------------------------------

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
            --------------------------------------------------------------------

      (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
            --------------------------------------------------------------------

      (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
            --------------------------------------------------------------------

      (d).  Title of Class of Securities:

            Common Shares, Without Par Value
            --------------------------------------------------------------------

      (e).  CUSIP Number:

            644535106
            --------------------------------------------------------------------

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.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [_]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 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;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 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:

         1,769,200 shares deemed beneficially owned by Libra Associates, LLC;
         1,769,200 shares deemed beneficially owned by Libra Fund, L.P.;
         2,147,500 shares deemed beneficially owned by Libra Advisors, LLC;
         2,147,500 shares deemed beneficially owned by Ranjan Tandon.
         -----------------------------------------------------------------------

     (b) Percent of class:

         7.2% deemed beneficially owned by Libra Associates, LLC;
         7.2% deemed beneficially owned by Libra Fund, L.P.;
         8.8% deemed beneficially owned by Libra Advisors, LLC;
         8.8% deemed beneficially owned by Ranjan Tandon.
         -----------------------------------------------------------------------

     (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:       1,769,200
               Libra Fund, L.P.:            1,769,200
               Libra Advisors, LLC:         2,147,500
               Ranjan Tandon:               2,147,500

         (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:       1,769,200
               Libra Fund, L.P.:            1,769,200
               Libra Advisors, LLC:         2,147,500
               Ranjan Tandon:               2,147,500

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 [ ].

         Not Applicable
         -----------------------------------------------------------------------

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 14, 2007
                                                  LIBRA ADVISORS, LLC***

                                                  By: /s/ Ranjan Tandon
                                                      ---------------------
                                                  Name:  Ranjan Tandon
                                                  Title: Managing Member


                                                  LIBRA ASSOCIATES, LLC***

                                                  By: /s/ Ranjan Tandon
                                                      ---------------------
                                                   Name:  Ranjan Tandon
                                                   Title: Managing Member


                                                  LIBRA FUND, L.P.***

                                                  By: LIBRA ASSOCIATES, LLC
                                                      General Partner

                                                  By: /s/ Ranjan Tandon
                                                      ---------------------
                                                   Name:  Ranjan Tandon
                                                   Title: Managing Member


                                                  RANJAN TANDON***

                                                  /s/ Ranjan Tandon
                                                  ---------------------
                                                   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. 1 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 14, 2007


                                                  LIBRA ADVISORS, LLC

                                                  By: /s/ Ranjan Tandon
                                                      ---------------------
                                                   Name:  Ranjan Tandon
                                                   Title: Managing Member


                                                  LIBRA ASSOCIATES, LLC

                                                  By: /s/ Ranjan Tandon
                                                      ---------------------
                                                   Name:  Ranjan Tandon
                                                   Title: Managing Member


                                                  LIBRA FUND, L.P.

                                                  By: LIBRA ASSOCIATES, LLC
                                                      its General Partner

                                                  By: /s/ Ranjan Tandon
                                                     ---------------------
                                                   Name:  Ranjan Tandon
                                                   Title: Managing Member


                                                  RANJAN TANDON

                                                  /s/ Ranjan Tandon
                                                  ---------------------
                                                   Name:  Ranjan Tandon



SK 03784 0001 747435