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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
EDENS WESLEY R
   2. Issuer Name and Ticker or Trading Symbol
NEWCASTLE INVESTMENT CORP [NCT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman
(Last)
(First)
(Middle)
C/O FORTRESS INVESTMENT GROUP LLC, 1251 AVENUE OF THE AMERICAS		 3. Date of Earliest Transaction (Month/Day/Year)
01/09/2004
(Street)

NEW YORK, 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               2,255,109 (1) I By Fortress Principal Investment Holdings II LLC
Common Stock, par value $0.01               15,675 D  
Series B Preferred Stock, par value $0.01               1,096 (2) I By Newcastle Investment Holdings LLC

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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) $ 26.3 01/09/2004   J(3)   330,000   01/09/2004(4) 01/09/2014 Common Stock par value $0.01 330,000 $ 0 330,000 I (5) By Fortress Principal Investment Holdings II LLC
Option (Right to Buy) $ 13 01/31/2004   J(6)     68,250 10/10/2002 10/10/2012 Common Stock par value $0.01 68,250 $ 0 (6) 630,000 (7) I (5) By Fortress Principal Investment Holdings II LLC
Option (Right to Buy) $ 20.35 01/31/2004   J(6)     44,850 07/11/2003 07/11/2013 Common Stock par value $0.01 44,850 $ 0 (6) 414,000 (7) I (5) By Fortress Principal Investment Holdings II LLC
Option (Right to Buy) $ 13 05/03/2004   J(6)     199,500 10/10/2002 10/10/2012 Common Stock par value $0.01 199,500 $ 0 (6) 430,500 I (5) By Fortress Principal Investment Holdings II LLC
Option (Right to Buy) $ 20.35 05/03/2004   J(6)     147,200 07/11/2003 07/11/2013 Common Stock par value $0.01 147,200 $ 0 (6) 266,800 I (5) By Fortress Principal Investment Holdings II LLC
Option (Right to Buy) $ 22.85 05/03/2004   J(6)     147,702 12/01/2003 12/01/2013 Common Stock par value $0.01 147,702 $ 0 (6) 180,525 I (5) By Fortress Principal Investment Holdings II LLC
Option (Right to Buy) $ 26.3 05/03/2004   J(6)     135,380 01/09/2004 01/09/2014 Common Stock par value $0.01 135,300 $ 0 (6) 194,700 I (5) By Fortress Principal Investment Holdings II LLC

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EDENS WESLEY R
C/O FORTRESS INVESTMENT GROUP LLC
1251 AVENUE OF THE AMERICAS
NEW YORK, NY 10020		   X     CEO and Chairman  

Signatures

 /s/ Wesley R. Edens   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) Mr. Edens may be deemed to be the beneficial owner of these shares of common stock of the issuer by virtue of his beneficial ownership of a portion of Fortress Principal Investment Holdings II LLC (" FPIH II"); Mr. Edens disclaims beneficial ownership of these shares held by FPIH II except to the extent of his pecuniary interest therein. On December 31, 2003, FPIH II, successor in interest to Fortress Principal Investment Holdings LLC, distributed 495,080 shares of common stock of the issuer to a withdrawing member of FPIH II. Mr. Edens had no pecuniary interest in the shares of common stock of the issuer so distributed by FPIH II.
(2) Mr. Edens may be deemed to be the beneficial owner of these shares by virtue of his beneficial ownership of a portion of FPIH II; FPIH II is the managing member and owns a portion of Newcastle Investment Holdings LLC ("NIH"). Mr. Edens disclaims beneficial ownership of shares of the issuer held by NIH except to the extent of his pecuniary interest therein.
(3) Option grant to Fortress Principal Investment Holdings ("FPIH") (option for a number of shares equal to 10% of the number of shares issued by the issuer in a common stock offering consummated on January 9, 2004.)
(4) The Option is fully vested on the date of grant and in exercisable is thirty equal monthly installments beginning on February 1, 2004.
(5) Mr. Edens may be deemed the beneficial owner of these shares by virtue of his beneficial ownership of a portion of FPIH. Mr. Edens disclaims beneficial ownership of all derivative securities (and the underlying shares of common stock) of the issuer held by FPIH except to the extent of his pecuniary interest herein.
(6) Assigned for no value.
(7) Represents FPIH?s holdings of these options after the assignment effected on January 31. On December 31, 2003, FPIH distributed 1,750 and 1,150 options to a withdrawing member of FPIH. Mr. Edens had no pecuniary interest in the options so distributed.

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