FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
NARDONE RANDAL A
   2. Issuer Name and Ticker or Trading Symbol
NEWCASTLE INVESTMENT CORP [NCT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Secretary
(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS		 3. Date of Earliest Transaction (Month/Day/Year)
07/11/2003
(Street)

NEW YORK, NY 10105		 4. If Amendment, Date Original Filed(Month/Day/Year)
04/13/2007		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 04/11/2007   P   432,400 A $ 27.75 (1) 736,400 D  
Common Stock, par value $0.01 per share               1,025,729 I Fortress Operating Entity II (2)
Common Stock, par value $0.01 per share               2,380 I By Self as Custodian for Daughter

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 20.35 07/11/2003   J(3)   26,680   07/11/2003(4) 07/11/2013 Common stock, par value $0.01 26,680 $ 0 26,680 I Fortress Operating Entity I (5)
Stock Option (right to buy) $ 22.85 12/01/2003   J(3)   188,872   12/01/2003(4) 12/01/2013 Common stock, par value $0.01 188,872 $ 0 188,872 I Fortress Operating Entity I (5)
Stock Option (right to buy) $ 26.3 01/09/2004   J(3)   202,950   01/09/2004(4) 01/09/2014 Common stock par value $0.01 202,950 $ 0 202,950 I Fortress Operating Entity I (5)
Stock Option (right to buy) $ 31.4 11/22/2004   J(3)   99,937   11/22/2004(4) 11/22/2014 Common stock, par value $0.01 99,937 $ 0 99,937 I Fortress Operating Entity I (5)
Stock Option (right to buy) $ 29.42 10/26/2006   J(6)   84,575   10/26/2006(4) 10/26/2016 Common stock, par value $0.01 84,575 $ 0 84,575 I Fortress Operating Entity I (5)
Stock Option (right to buy) $ 31.3 01/01/2007   J(6)   120,395   01/01/2007(4) 01/01/2017 Common stock, par value $0.01 120,395 $ 0 120,395 I Fortress Operating Entity I (5)
Stock Option (right to buy) $ 25.75 03/14/2007   J(6)(7)   212,175   05/19/2004(4) 05/19/2014 Common stock, par value $0.01 212,175 $ 0 212,175 I Fortress Operating Entity I (5)
Stock Option (right to buy) $ 29.6 03/15/2007   J(6)(7)   194,590   01/06/2005(4) 01/06/2015 Common stock, par value $0.01 194,590 $ 0 194,590 I Fortress Operating entity I (5)
Stock Option (right to buy) $ 27.75 04/11/2007   J(6)   456,000   04/11/2007(4) 04/11/2017 Common stock, par value $0.01 456,000 $ 0 456,000 I Fortress Operating Entity I (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NARDONE RANDAL A
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105		       Secretary  

Signatures

 /s/ Randal A. Nardone   04/13/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On April 11, 2007, Mr. Nardone purchased 432,400 shares of the issuer's common stock in connection with a public offering of common stock by the issuer directly from the underwriter at the public offering price.
(2) Mr. Nardone may be deemed to be the beneficial owner of these shares by virtue of his relationship to Fortress Operating Entity II ("FOE II," which was formerly known as Fortress Principal Investment Holdings LLC). However, Mr. Nardone disclaims beneficial ownership of any shares of common stock of the issuer held by FOE II except to the extent of his pecuniary interest therein.
(3) The acquisition of the options reported in this column has been previously reported on Form 4 and is re-provided for informational purposes. Accordingly, no new acquisition of options is reported in this column. Each of the reported options were automatically granted by the issuer to Fortress Operating Entity I ("FOE I," which was formerly known as Fortress Investment Holdings LLC) pursuant to the terms of the issuer's Nonqualified Stock Option and Incentive Award Plan. Initial option grant was for shares equal to 10% of the number of shares issued by the issuer in a common stock offering that settled on the date indicated in the "transaction date" column. Amount of shares listed represents the portion of shares retained by FOE I after taking into account all assignments. Shares were simultaneously assigned by FOE I to the reporting person, who assumed the options for no value.
(4) Options were fully vested on date of initial grant from the issuer to FOE I and became exercisable in thirty equal monthly installments beginning on the first of the month following the month in which the options were granted (indicated in the "date exercisable" column).
(5) Mr. Nardone may be deemed to be the beneficial owner of these shares of common stock by virtue of his relationship to Fortress Operating Entity I ("FOE I," which was formerly known as Fortress Investment Holdings LLC). Mr. Nardone disclaims beneficial ownership of any derivative securities (and the underlying shares of common stock) of the issuer held by FOE II except to the extent of his pecuniary interest therein.
(6) Each of the reported options were automatically granted by the issuer to FOE I pursuant to the terms of the issuer's Nonqualified Stock Option and Incentive Award Plan. Initial option grant was for shares equal to 10% of the number of shares issued by the issuer in a common stock offering that settled on the date indicated in the "transaction date" column.
(7) Represent the portion of options retained by FOE I after taking into account all assignments.
 
Remarks:
This Amendment to Form 4 is being filed to reflect that the footnotes in the original Form 4 referenced Mr. Eden and should have referenced Mr. Nardone.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.