Exhibit 99.2


                      NEWCASTLE INVESTMENT HOLDINGS CORP.
                 PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION

1.          This Plan of Complete Liquidation and Dissolution (the "Plan") of
Newcastle Investment Holdings Corp., a Maryland corporation (the "Company"),
has been approved by the Company's Board of Directors (the "Board") as being
advisable and in the best interests of the Company and its stockholders. The
Board of Directors has directed that the Plan be submitted to the stockholders
of the Company for approval. The Plan shall become effective upon approval of
the Plan by the holders of at least a majority of the outstanding shares of
the Company's common stock, $0.01 par value (the "Common Stock"). The date of
the stockholders' approval is hereinafter referred to as the "Effective Date."

2.          On or after the Effective Date, the Company shall be voluntarily
liquidated and dissolved (a) pursuant to a merger with and into a limited
liability company or a limited partnership in substantially the manner
described in the Proxy Statement for the Company's 2002 Annual Meeting (the
"Merger") or (b) otherwise, in either case as determined by the Board of
Directors. Pursuant to the Plan, the Board shall cause the Company to sell,
distribute, convey, transfer and deliver or otherwise dispose of any and all
of the assets of the Company in one or more transactions, without further
approval of the stockholders, including a possible in-kind distribution to the
Company's stockholders of the Company's shares of common stock of Newcastle
Investment Corp. or any of the other assets that it may now or hereafter hold
(which may be effectuated by way of the Merger and/or a transfer of assets to
one or more limited liability companies or limited partnerships or other
entities). The Company shall not engage directly in any business activities,
except to the extent necessary for preserving the values of the Company's
assets, winding up its business and affairs, discharging and paying all
Company liabilities and distributing the Company's assets to its stockholders,
whether by merger or otherwise, in accordance with the Plan and the Company's
charter. The Company shall not be required to obtain appraisals or other third
party opinions as to the value of its properties and assets in connection with
the liquidation.

3.          The appropriate officers of the Company shall take such actions as
may be necessary or appropriate to marshal the assets of the Company and
convert the same, in whole or in part, into cash or such other form as may be
conveniently distributed to the stockholders.

4.          After provision for all debts and other reserves as may be deemed
necessary or appropriate by the Board, the appropriate officers of the Company
shall distribute all of the assets of the Company to the stockholders, by
means of one or more distributions (one or more of which distributions may be
in the form of beneficial interests in a trust or equity interests in a
limited liability company, limited partnership, or other entity holding
Company assets, and which might include interests in such an entity that
succeeds to the Company's interest in its assets by way of a merger). Subject
to the terms of the Company's charter and bylaws, and in connection therewith,
such officers shall execute all checks, instruments, notices and any and all
other documents necessary to effectuate such distribution. The final
distribution shall be made prior to the second anniversary of the Effective
Date. One or more limited liability companies or limited partnerships that are
successors to the Company, ownership interests in which will be owned by
persons who are stockholders of the Company prior to its merger out of
existence or dissolution under state law, may continue to own certain of the
Company's assets after such time.

5.          Subject to Section 7 below and the Company's charter and bylaws,
the distributions contemplated by Section 4 above shall be in complete
liquidation of the Company and in cancellation of all shares of Common Stock
issued and outstanding, and all certificates representing such issued and
outstanding shares of Common Stock shall thereupon be canceled. The Board
shall make such provisions as it deems appropriate regarding the
cancellations, in connection with the making of distributions hereunder, of
certificates representing the shares of Common Stock (or certificates
representing interests in the Liquidating Trust as provided in Section 7
hereof) outstanding.

6.          The Board is hereby authorized, in its discretion, to choose to
maintain or terminate the Company's qualification as a real estate investment
trust ("REIT") during the period of the winding up of its affairs as
contemplated herein.

7.          In the event that it should not be feasible, in the opinion of the
Board, for the Company to pay, or adequately provide for, all debts and
liabilities of the Company (including costs and expenses incurred and
anticipated to be incurred in connection with the liquidation of the Company)
at the time the final liquidating distribution is made pursuant to Section 4
hereof, or the Board shall determine that it is not advisable to distribute at
such time any of the property then held by or for the account of the Company
because such property is not reasonably susceptible of distribution to
stockholders or otherwise, the Company shall transfer and assign, at such time
as is determined by the Board, to a liquidating trust as designated by the
Board (the "Liquidating Trust") sufficient cash and property to pay, or
adequately provide for, all such debts and liabilities and such other property
as it shall have determined is appropriate. Upon such transfer and assignment,
certificates for shares of Common Stock will be deemed to represent
certificates for identical interests in the Liquidating Trust. The Liquidating
Trust shall be constituted pursuant to a Liquidating Trust Agreement in such
form as the Board may approve. It is intended that any transfer and assignment
to the Liquidating Trust pursuant hereto and the distribution to the
stockholders of the beneficial interest therein shall constitute a part of the
final liquidating distribution by the Company to the stockholders. Adoption of
the Plan will constitute the approval by the stockholders of the Liquidating
Trust Agreement and the appointment of trustees.

8.          Upon assignment and conveyance of the assets of the Company to the
stockholders, in complete liquidation of the Company as contemplated by
Sections 4 and 5 above, and the taking of all actions required under the law
of the State of Maryland in connection with the liquidation and dissolution of
the Company as a Maryland corporation, the appropriate officers of the Company
shall execute and cause Articles of Dissolution to be filed with the Maryland
State Department of Assessments and Taxation (the "SDAT") in accordance with
Sections 3-406 and 3-407 of the MGCL, and elsewhere as may be required or
deemed appropriate, such documents as may be required to dissolve the Company.
However, if the Board of Directors determines to proceed with the Plan by
means of the Merger and files or causes to be filed articles and/or
certificates of merger as required, no filing of Articles of Dissolutions will
be required.

9.          No less than 20 days prior to the filing the Articles of
Dissolution with the SDAT as set forth above, the Company shall mail notice
that the dissolution of the Company has been approved to all of its known
creditors and to its employees, pursuant to Section 3-404 of the MGCL.

10.         The Board, or the trustees of the Liquidating Trust, and such
officers of the Company as the Board may direct, are hereby authorized to
interpret the provisions of the Plan and are hereby authorized and directed to
take such further actions, to execute such agreements, conveyances,
assignments, transfers, certificates and other documents, as may in their
judgment be necessary or desirable in order to wind up expeditiously the
affairs of the Company and complete the liquidation thereof and/or merge the
Company with and into a limited liability company or a limited partnership,
including, without limitation, (i) the execution of any contracts, deeds,
assignments or other instruments necessary or appropriate to sell or otherwise
dispose of, any and all property of the Company, whether real or personal,
tangible or intangible, (ii) the appointment of other persons to carry out any
aspect of this Plan, (iii) the temporary investment of funds in such medium as
the Board may deem appropriate, and (iv) the modification of this plan as may
be necessary to implement this plan. The death, resignation or other
disability of any Director or officer of the Company shall not impair the
authority of the surviving or remaining Directors or officers of the Company
(or any persons appointed as substitutes therefor) to exercise any of the
powers provided for in this Plan. Upon such death, resignation or other
disability, the surviving or remaining Directors shall have the authority to
fill the vacancy or vacancies so created, but the failure to fill such vacancy
or vacancies shall not impair the authority of the surviving or remaining
Directors or officers to exercise any of the powers provided for in this Plan.

11.         The Company may pay to the Company's officers, directors,
employees and agents or trustees, or any of them, or the Company's external
manager, compensation for services rendered in connection with the
implementation of this Plan. Approval of this Plan by the stockholders of the
Company shall constitute the approval of the stockholders of the payment of
any such compensation referred to in this Section 11.

12.         Notwithstanding approval of the Plan by the stockholders of the
Company, the Board may modify or amend the Plan without further action by the
stockholders of the Company to the extent permitted under then current law.

13.         This Plan, and the transactions contemplated hereby, together are
intended to constitute a plan of complete liquidation of the Company, within
the meaning of Sections 331 and 562(b) of the Internal Revenue Code of 1986,
as amended (the "Code"), and shall be interpreted consistent with such
treatment.

14.         Within thirty (30) days after the date of approval of this Plan,
the Company shall file a return on Form 966 with the Director of Internal
Revenue, as required by Section 6043(a) of the Code, for and on behalf of the
Company.