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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


               Date of Report (Date of earliest event reported)
                     February 15, 2005 (February 14, 2005)
                     -------------------------------------


                           Newcastle Investment Corp.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


      Maryland                        001-31458                  81-0559116
- ----------------------        ------------------------     --------------------
(State or other               (Commission File Number)       (IRS Employer
jurisdiction of                                             Identification No.)
incorporation)


             1251 Avenue of the Americas, 16th Floor, New York, NY      10020
             -----------------------------------------------------   ----------
                    (Address of Principal Executive Offices)         (Zip Code)


Registrant's telephone number, including area code (212) 798-6100
                                                   --------------


                                 Not Applicable
          -----------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


Item 2.02  Results of Operations and Financial Condition

         On February 14, 2005, Newcastle Investment Corp. (the "Company")
announced its results of operations for the fourth quarter and year ended
December 31, 2004. A copy of the related press release is attached hereto as
Exhibit 99.1.

         The information furnished pursuant to this Current Report on Form 8-K
(including the exhibits hereto) shall not be considered "filed" under the
Securities Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into future filings by the Company under the Securities Act of 1933,
as amended or under the Securities Exchange Act of 1934, as amended, unless the
Company expressly sets forth in such future filing that such information is to
be considered "filed" or incorporated by reference therein.

Item 9.01  Financial Statements and Exhibits

           (c)    Exhibits

                  99.1     Press Release, dated February 14, 2005, issued by
                           Newcastle Investment Corp.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                              Newcastle Investment Corp.
                                              --------------------------
                                              (Registrant)


Date:  February 15, 2005                       By:  /s/ Randal A. Nardone
                                                    ------------------------
                                                    Name:  Randal A. Nardone
                                                    Title: Secretary




                                 EXHIBIT INDEX


Exhibit No.               Description
- -----------               -----------

  99.1                    Press Release, dated February 14, 2005, issued by
                          Newcastle Investment Corp.