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 *
RIIS KENNETH M
   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 President
(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICA 46 FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
04/11/2013
(Street)

NEW YORK, NY 10105		 4. If Amendment, Date Original Filed(Month/Day/Year)
04/15/2013		 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock Option (right to buy) $ 6.22 04/11/2013   J(1)   212,000   01/01/2015 12/31/2015(2) Common Stock, par value $0.01 212,000 $ 0 212,000 D  
Stock Option (right to buy) $ 6.71 04/11/2013   J(1)   258,000   01/01/2015 12/31/2015(2) Common Stock, par value $0.01 258,000 $ 0 258,000 D  
Stock Option (right to buy) $ 6.7 04/11/2013   J(1)   280,000   02/01/2015 12/31/2015(2) Common Stock, par value $0.01 280,000 $ 0 280,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RIIS KENNETH M
1345 AVENUE OF THE AMERICA 46 FLOOR
NEW YORK, NY 10105		   X     CEO and President  

Signatures

 /s/ Kenneth M. Riis   04/16/2013
**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) The reported stock options were granted by the issuer to Fortress Operating Entity I ("FOE I"), an affiliate of the issuer's manager, in April 2012, May 2012 and July 2012, as applicable, pursuant to the terms of the issuer's Nonqualified Stock Option and Incentive Award Plan. FOE I assigned such options to the reporting person, who assumed the options for no value.
(2) The stock options may terminate earlier upon termination of employment, as set forth in the applicable award agreement.

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