SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EDENS WESLEY R

(Last)

(First)

(Middle)

C/O FORTRESS INVESTMENT GROUP LLC

1251 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWCASTLE INVESTMENT CORP [ NCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01								2,255,109⁽¹⁾	I	By Fortress Principal Investment Holdings II LLC
Common Stock, par value $0.01								15,675	D
Series B Preferred Stock, par value $0.01								1,096⁽²⁾	I	By Newcastle Investment Holdings LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$26.3	01/09/2004		J⁽³⁾		330,000		01/09/2004⁽⁴⁾	01/09/2014	Common Stock par value $0.01	330,000	$0	330,000	I⁽⁵⁾	By Fortress Principal Investment Holdings II LLC
Option (Right to Buy)	$13	01/31/2004		J⁽⁶⁾			68,250	10/10/2002	10/10/2012	Common Stock par value $0.01	68,250	$0⁽⁶⁾	630,000⁽⁷⁾	I⁽⁵⁾	By Fortress Principal Investment Holdings II LLC
Option (Right to Buy)	$20.35	01/31/2004		J⁽⁶⁾			44,850	07/11/2003	07/11/2013	Common Stock par value $0.01	44,850	$0⁽⁶⁾	414,000⁽⁷⁾	I⁽⁵⁾	By Fortress Principal Investment Holdings II LLC
Option (Right to Buy)	$13	05/03/2004		J⁽⁶⁾			199,500	10/10/2002	10/10/2012	Common Stock par value $0.01	199,500	$0⁽⁶⁾	430,500	I⁽⁵⁾	By Fortress Principal Investment Holdings II LLC
Option (Right to Buy)	$20.35	05/03/2004		J⁽⁶⁾			147,200	07/11/2003	07/11/2013	Common Stock par value $0.01	147,200	$0⁽⁶⁾	266,800	I⁽⁵⁾	By Fortress Principal Investment Holdings II LLC
Option (Right to Buy)	$22.85	05/03/2004		J⁽⁶⁾			147,702	12/01/2003	12/01/2013	Common Stock par value $0.01	147,702	$0⁽⁶⁾	180,525	I⁽⁵⁾	By Fortress Principal Investment Holdings II LLC
Option (Right to Buy)	$26.3	05/03/2004		J⁽⁶⁾			135,380	01/09/2004	01/09/2014	Common Stock par value $0.01	135,300	$0⁽⁶⁾	194,700	I⁽⁵⁾	By Fortress Principal Investment Holdings II LLC

Explanation of Responses:

1. Mr. Edens may be deemed to be the beneficial owner of these shares of common stock of the issuer by virtue of his beneficial ownership of a portion of Fortress Principal Investment Holdings II LLC (" FPIH II"); Mr. Edens disclaims beneficial ownership of these shares held by FPIH II except to the extent of his pecuniary interest therein. On December 31, 2003, FPIH II, successor in interest to Fortress Principal Investment Holdings LLC, distributed 495,080 shares of common stock of the issuer to a withdrawing member of FPIH II. Mr. Edens had no pecuniary interest in the shares of common stock of the issuer so distributed by FPIH II.

2. Mr. Edens may be deemed to be the beneficial owner of these shares by virtue of his beneficial ownership of a portion of FPIH II; FPIH II is the managing member and owns a portion of Newcastle Investment Holdings LLC ("NIH"). Mr. Edens disclaims beneficial ownership of shares of the issuer held by NIH except to the extent of his pecuniary interest therein.

3. Option grant to Fortress Principal Investment Holdings ("FPIH") (option for a number of shares equal to 10% of the number of shares issued by the issuer in a common stock offering consummated on January 9, 2004.)

4. The Option is fully vested on the date of grant and in exercisable is thirty equal monthly installments beginning on February 1, 2004.

5. Mr. Edens may be deemed the beneficial owner of these shares by virtue of his beneficial ownership of a portion of FPIH. Mr. Edens disclaims beneficial ownership of all derivative securities (and the underlying shares of common stock) of the issuer held by FPIH except to the extent of his pecuniary interest herein.

6. Assigned for no value.

7. Represents FPIH?s holdings of these options after the assignment effected on January 31. On December 31, 2003, FPIH distributed 1,750 and 1,150 options to a withdrawing member of FPIH. Mr. Edens had no pecuniary interest in the options so distributed.

Remarks:

	/s/ Wesley R. Edens	05/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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