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) March 14, 2007 (March 12, 2007)

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

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

1345 Avenue of the Americas,
New York, NY
  
10105
  
(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):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 8.01 Other Events

On March 12, 2007, Newcastle Investment Corp. (the "Company") entered into an Underwriting Agreement, among the Company, FIG LLC, Bear, Stearns & Co. Inc. and Stifel, Nicolaus & Company, Incorporated, for the issuance and sale by the Company of 2,000,000 shares of its 8.375% Series D Cumulative Redeemable Preferred Stock (the "Series D Preferred Stock"), and up to an additional 300,000 shares of Series D Preferred Stock at the Underwriters' option, to cover over-allotments. The Series D Preferred Stock is being sold pursuant to an effective shelf registration statement (File No.333-140840). A copy of the underwriting agreement is filed as Exhibit 1.1 hereto.

Item 9.01 Financial Statements and Exhibits
 
(d)
Exhibits.
  
     
1.1
   Underwriting Agreement, dated March 12, 2007, by and among Newcastle Investment Corp., FIG LLC, Bear, Stearns & Co. Inc. and Stifel, Nicolaus & Company, Incorporated.
 
 
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: March 14, 2007  By:   /s/ Debra A. Hess
 
Name: Debra A. Hess
  Title:   Chief Financial Officer
 
 
EXHIBIT INDEX
 
Exhibit No.  
Description
     
1.1   Underwriting Agreement, dated March 12, 2007, by and among Newcastle Investment Corp., FIG LLC, Bear, Stearns & Co. Inc. and  Stifel, Nicolaus & Company, Incorporated.