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 *
FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC
   2. Issuer Name and Ticker or Trading Symbol
NEWCASTLE INVESTMENT CORP [NCT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O FORTRESS INVESTMENT GROUP LLC, 1251 AVENUE OF THE AMERICAS		 3. Date of Earliest Transaction (Month/Day/Year)
12/01/2003
(Street)

NEW YORK CITY, NY 10020		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 12/31/2003   J   495,080 D (1) 2,255,109 D  

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
Option (Right to Buy) $ 22.85 12/01/2003   J(2)   328,227   12/01/2003(3) 12/01/2013 Common Stock, par value $0.01 per share 328,227 $ 0 328,227 D  
Option (Right to Buy) $ 13 12/31/2003   J(4)     1,750 10/10/2002 10/10/2012 Common Stock, par value $0.01 per share 1,750 $ 0 (4) 698,250 D  
Option (Right to Buy) $ 20.35 12/31/2003   J(4)     1,150 07/11/2003 07/11/2013 Common Stock, par value $0.01 per share 1,150 $ 0 (4) 458,850 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC
C/O FORTRESS INVESTMENT GROUP LLC
1251 AVENUE OF THE AMERICAS
NEW YORK CITY, NY 10020		     X    

Signatures

 Fortress Principal Investment Holdings LLC By: Randal A. Nardone, Secretary /s/ R. Nardone   05/05/2004
**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) Fortress Principal Investment Holdings II LLC ("FPIH II") is the successor in interest to Fortress Principal Holdings LLC ("FPIH"). FPIH II distributed 495,080 shares of common stock of the issuer to one of its members in connection with this member?s withdrawal as a member of FPIH; this distribution was directly in proportion to such member?s pecuniary interest in FPIH?s holdings of these options. This distribution did not effect any change in the pecuniary interests of any of FPIH II?s remaining members in FPIH?s options for shares of common stock of the issuer.
(2) Option grant to FPIH (Option for a number of shares equal to 10%, of the number of shares issued in common stock offering). For ease of reference, the option grant to FPIH is being reported on the same form as the holdings of FPIH II.
(3) The option is fully vested on the date of grant and is exercisable in thirty equal installments beginning on January 1, 2004.
(4) FPIH distributed these options for common stock of the issuer to one of its members in connection with this member?s withdrawal as a member of FPIH; this distribution was directly in proportion to such member?s pecuniary interest in FPIH?s holdings of these options. This distribution did not effect any change in the pecuniary interests of any of FPIH II?s remaining members in FPIH?s options for shares of common stock of the issuer.

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.