Exhibit 23.4 June 6, 2002 Mr. Randal A. Nardone Secretary Newcastle Investment Corp. 1251 Avenue of the Americas New York, NY 10020 RE: Newcastle Investment Corp.'s Registration Statement on Form S-11 ___________________________________________________ Dear Mr. Nardone: I hereby consent to being named in Newcastle Investment Corp.'s (the "Company") Registration Statement on Form S-11 as a director of the Company upon completion of the Company's initial public offering. Very truly yours, /s/ David Grain ________________ David Grain