SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EDENS WESLEY R (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip)	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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/11/2003
	4. If Amendment, Date of 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

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 per share	04/11/2007		P		432,400	A	$27.75(1)	432,400	D
Common Stock, par value $0.01 per share								1,025,729	I	Fortress Operating Entity II(2)
Common Stock, par value $0.01 per share								358,365	D

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 Securities Underlying Derivative Security (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: 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)	$20.35	07/11/2003		J(3)		26,680		07/11/2003(4)	07/11/2013	Common stock, par value $0.01	26,680	$0	26,680	I	Fortress Operating Entity I(5)
Stock Option (right to buy)	$22.85	12/01/2003		J(3)		188,872		12/01/2003(4)	12/01/2013	Common stock, par value $0.01	188,872	$0	188,872	I	Fortress Operating Entity I(5)
Stock Option (right to buy)	$26.3	01/09/2004		J(3)		202,950		01/09/2004(4)	01/09/2014	Common stock, par vlaue $0.01	202,950	$0	202,950	I	Fortress Operating Entity I(5)
Stock Option (right to buy)	$31.4	11/22/2004		J(3)		99,937		11/22/2004(4)	11/22/2014	Common stock, par value $0.01	99,937	$0	99,937	I	Fortress Operating Entity I(5)
Stock Option (right to buy)	$29.42	10/26/2006		J(6)		84,575		10/26/2006(4)	10/26/2016	Common stock, par value $0.01	84,575	$0	84,575	I	Fortress Operating Entity I(5)
Stock Option (right to buy)	$31.3	01/01/2007		J(6)		120,395		01/01/2007(4)	01/01/2017	Common stock, par value $0.01	120,395	$0	120,395	I	Fortress Operating Entity I(5)
Stock Option (right to buy)	$25.75	03/14/2007		J(7)		212,175		05/19/2004(4)	05/19/2014	Common stock, par value $0.01	212,175	$0	212,175	I	Fortress Operating Entity I(5)
Stock Option (right to buy)	$29.6	03/15/2007		J(7)		194,590		01/06/2005(4)	01/06/2015	Common stock, par vlaue $0.01	194,590	$0	194,590	I	Fortress Operating Entity I(5)
Stock Option (right to buy)	$27.75	04/11/2007		J(6)		456,000		04/11/2007(4)	04/11/2017	Common stock, par value $0.01	456,000	$0	456,000	I	Fortress Operating Entity I(5)

Explanation of Responses:

1. On April 11, 2007, Mr. Edens purchased 432,400 shares of the issuer's common stock in connection with a public offering of common stock by the issuer directly from the underwriter at the public offering price.

2. Mr. Edens may be deemed to be the beneficial owner of these shares of common stock by virtue of his relationship to Fortress Operating Entity II ("FOE II," which was formerly known as Fortress Principal Investment Holdings LLC). However, Mr. Edens disclaims beneficial ownership of any shares of common stock of the issuer held by FOE II except to the extent of his pecuniary interest therein.

3. The acquisition of the options reported in this column has been previously reported on Form 4 and is re-provided for informational purposes. Accordingly, no new acquisition of options is reported in this column. Each of the reported options were automatically granted by the issuer to Fortress Operating Entity I ("FOE I," which was formerly known as Fortress Investment Holdings LLC) pursuant to the terms of the issuer's Nonqualified Stock Option and Incentive Award Plan. Initial option grant was for shares equal to 10% of the number of shares issued by the issuer in a common stock offering that settled on the date indicated in the "transaction date" column. Amount of shares listed represents the portion of shares retained by FOE I after taking into account all assignments. Shares were simultaneously assigned by FOE I to the reporting person, who assumed the options for no value.

4. Options were fully vested on date of initial grant from the issuer to FOE I and became exercisable in thirty equal monthly installments beginning on the first of the month following the month in which the options were granted (indicated in the "date exercisable" column).

5. Mr. Edens may be deemed to be the beneficial owner of these shares of common stock by virtue of his relationship to Fortress Operating Entity I ("FOE I," which was formerly known as Fortress Investment Holdings LLC). Mr. Edens disclaims beneficial ownership of any derivative securities (and the underlying shares of common stock) of the issuer held by FOE II except to the extent of his pecuniary interest therein.

6. Each of the reported options were automatically granted by the issuer to FOE I pursuant to the terms of the issuer's Nonqualified Stock Option and Incentive Award Plan. Initial option grant was for shares equal to 10% of the number of shares issued by the issuer in a common stock offering that settled on the date indicated in the "transaction date" column.

7. Represent the portion of options retained by FOE I after taking into account all assignments.

	/s/ Wesley R. Edens	04/13/2007
	** Signature of Reporting Person	Date
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