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) May 7, 2007 (May 3, 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)
     
 
(212) 798-6100
  
 
Registrant’s telephone number, including area code
  
 
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 2.02     Results of Operations and Financial Condition
 
On May 3, 2007, Newcastle Investment Corp. (the “Company”) announced its results of operations for the quarter ended March 31, 2007. A copy of the related press release is attached hereto as Exhibit 99.1.
 
On May 3, 2007, the Company held a conference call open to the public on which management discussed the Company’s results of operations for the quarter ended March 31, 2007. A transcript of the conference call is attached hereto as Exhibit 99.2.
 
Item 9.01       Financial Statements And Exhibits
 
(d)   Exhibits
 
99.1 Press Release, dated May 3, 2007, issued by Newcastle Investment Corp.
99.2 Transcript of Conference Call held by Newcastle Investment Corp. on May 3, 2007.


 
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: May 7, 2007                         By:  /s/ Debra A. Hess                
Name: Debra A. Hess
Title: Chief Financial Officer



EXHIBIT INDEX


Exhibit No.  Description 
   
99.1  Press Release, dated May 3, 2007, issued by Newcastle Investment Corp. 
99.2  Transcript of Conference Call held by Newcastle Investment Corp. on May 3, 2007.