UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Newcastle Investment Corp.

(Name of Subject Company (Issuer))

Newcastle Investment Corp.

(Issuer and Filing Person)

(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

9.75% Series B Cumulative Redeemable Preferred Stock, $.01 Par Value Per Share	65105M 20 7
8.05% Series C Cumulative Redeemable Preferred Stock, $.01 Par Value Per Share	65105M 30 6
8.375% Series D Cumulative Redeemable Preferred Stock, $.01 Par Value Per Share	65105M 40 5
(Title of Class of Securities)	(CUSIP Number of Class of Securities)

Randal A. Nardone

Secretary

Newcastle Investment Corp.

1345 Avenue of the Americas

New York, NY 10105

(212) 798-6100

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Joseph A. Coco, Esq.	Jonathan L. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP	Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square	300 South Grand Avenue, Suite 3400
New York, New York 10036	Los Angeles, California 90071
(212) 735-3000	(213) 687-5000

Calculation of Filing Fee

Transaction Valuation(1)	Amount of Filing Fee(2)
$39,880,275	$2,843.47

(1) Estimated solely for the purpose of calculating the amount of the filing fee based upon (a) 1,725,000 shares of Newcastle Investment Corp.’s 9.75% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”), (b) 1,104,000 shares of Newcastle Investment Corp.’s 8.05% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”), (c) 1,380,000 shares of Newcastle Investment Corp.’s 8.375% Series D Cumulative Redeemable Preferred Stock (together with the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”), (d) the exchange ratio of $4.40 in cash and 2.5 shares of common stock, par value $0.01 per share (the “Common Stock”), of Newcastle Investment Corp. for each share of Preferred Stock pursuant to the Exchange Offer, and (e) the market value per share of Common Stock, calculated as the average of the high and low prices reported as of February 16, 2010 on the New York Stock Exchange.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #4 for Fiscal Year 2010 issued by the Securities and Exchange Commission, equals $71.30 per $1,000,000 of the aggregate value of the transaction. The value of the transaction set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

SCHEDULE TO

This Tender Offer Statement on Schedule TO (this “Tender Offer Statement”) relates to an offer (the “Exchange Offer”) by Newcastle Investment Corp., a Maryland corporation (“Newcastle” or the “Company”), to acquire up to (i) 1,725,000 shares of the Company’s outstanding 9.75% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series B Preferred Stock”), (ii) 1,104,000 shares of the Company’s outstanding 8.05% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”), and (iii) 1,380,000 shares of the Company’s outstanding 8.375% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series D Preferred Stock,” and, together with Series B Preferred Stock and Series C Preferred Stock, the “Preferred Stock”), pursuant to the terms and subject to the conditions described in the offer to exchange, dated February 22, 2010 (the “Offer to Exchange”), filed as Exhibit (a)(1)(A) hereto and the related letter of transmittal for each series of Preferred Stock (collectively, the “Letters of Transmittal”), filed as Exhibits (a)(1)(B)(i), (a)(1)(B)(ii) and (a)(1)(B)(iii) hereto.

This Tender Offer Statement is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Exchange and the related Letters of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.

Item 1. Summary Term Sheet.

The information set forth under the heading “Summary Term Sheet” in the Offer to Exchange is incorporated by reference herein.

Item 2. Subject Company Information.

(a) Name and Address. The name of the issuer is Newcastle Investment Corp., a Maryland corporation. The address of its principal executive office is 1345 Avenue of the Americas, 46^th Floor, New York, New York 10105, and its telephone number is (212) 798-6100.

(b) Securities. This Tender Offer Statement relates to an offer by the Company to purchase for cash up to 1,725,000 shares of Series B Preferred Stock, 1,104,000 shares of Series C Preferred Stock, and 1,380,000 shares of Series D Preferred Stock.

As of February 18, 2010, 2,500,000 shares of Series B Preferred Stock, 1,600,000 shares of Series C Preferred Stock and 2,000,000 shares of Series D Preferred Stock were issued and outstanding.

(c) Trading Market and Price. The information with respect to the Preferred Stock set forth in the Offer to Exchange under the heading “Market Price of and Dividends on the Preferred Stock and Common Stock” is incorporated by reference herein.

Item 3. Identity and Background of Filing Person.

The filing person is the Company. The information set forth under Item 2(a) above is incorporated by reference herein.

Pursuant to Instruction C to Schedule TO, the following persons are the directors and/or executive officers of the Company:

Name	Position
Wesley R. Edens	Chairman of the Board of Directors
Kevin J. Finnerty	Director
Stuart A. McFarland	Director
David K. McKown	Director
Peter M. Miller	Director
Kenneth M. Riis	Director, Chief Executive Officer and President
Brian C. Sigman	Chief Financial Officer and Treasurer
Phillip J. Evanski	Chief Investment Officer
Jonathan Ashley	Chief Operating Officer
Randal A. Nardone	Secretary

The business address and telephone number of each of the above directors and executive officers is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York 10105, telephone: (212) 798-6100.

Item 4. Terms of the Transaction.

(a) Material Terms. The information set forth in the Offer to Exchange under the headings “Summary Term Sheet,” “Questions and Answers About the Exchange Offer,” “The Exchange Offer,” “Certain Federal Income Tax Considerations,” “Comparison of Rights Between the Preferred Stock and the Common Stock,” “Description of Capital Stock” and “Certain Provisions of Maryland Law and of our Charter and Bylaws” is incorporated by reference herein.

(b) Purchases. The Company’s officers and directors do not own any shares of Preferred Stock and therefore are not eligible to participate in the Exchange Offer. An affiliate of the Company owns shares of Preferred Stock and may chose to participate in the Exchange Offer. The information set forth in the Offer to Exchange under the heading “Security Ownership of Certain Beneficial Owners” is incorporated by reference herein.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Exchange under the heading “Security Ownership of Certain Beneficial Owners” is incorporated by reference herein.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in the Offer to Exchange under the heading “Questions and Answers about the Exchange Offer—What is the purpose of the Exchange Offer?” is incorporated by reference herein.

(b) Use of Securities Acquired. The shares of Preferred Stock acquired in the Exchange Offer will become authorized but unissued shares. The information set forth in the Offer to Exchange under the heading “The Exchange Offer—Tender of Preferred Stock; Acceptance of Shares” is incorporated by reference herein.

(c) Plans. Not applicable.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds. The information set forth in the Offer to Exchange under the heading “The Exchange Offer—Source and Amount of Funds” is incorporated by reference herein.

(b) Conditions. The Exchange Offer is not conditioned upon the Company’s receipt of financing.

(d) Borrowed Funds. Not applicable.

Item 8. Interest in Securities of the Subject Company.

(a) Securities Ownership. The information set forth in the Offer to Exchange under the heading “Security Ownership of Certain Beneficial Owners” is incorporated by reference herein.

(b) Securities Transactions. The information set forth in the Offer to Exchange under the heading “Security Ownership of Certain Beneficial Owners” is incorporated by reference herein.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) The information set forth in the Offer to Exchange under the heading “The Exchange Offer—Terms of the Exchange Offer” is incorporated by reference herein.

Item 10. Financial Statements.

(a) Financial Information. The information set forth in the Offer to Exchange under the headings “Summary Financial Information” and “Where You Can Find More Information” is incorporated by reference herein. The information set forth under Item 8, Financial Statements and Supplementary Data, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 is incorporated by reference herein and can also be accessed electronically on the Securities and Exchange Commission’s website at http://www.sec.gov.

(b) Pro Forma Information. Not applicable.

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings.

(1) The information set forth in the Offer to Exchange under the heading “Security Ownership of Certain Beneficial Owners” is incorporated by reference herein.

(2) The information set forth in the Offer to Exchange under the heading “The Exchange Offer—Certain Legal and Regulatory Matters” is incorporated by reference herein.

(3) Not applicable.

(4) Not applicable.

(5) Not applicable.

(b) Other Material Information. Not applicable.

Item 12. Exhibits.

Exhibit No.	Description
(a)(1)(A)	Offer to Exchange, dated February 22, 2010.
(a)(1)(B)(i)	Letter of Transmittal to the holders of Series B Preferred Stock, dated February 22, 2010.
(a)(1)(B)(ii)	Letter of Transmittal to the holders of Series C Preferred Stock, dated February 22, 2010.
(a)(1)(B)(iii)	Letter of Transmittal to the holders of Series D Preferred Stock, dated February 22, 2010.
(a)(1)(C)	Form of Letter to Brokers, Dealers and Other Nominees.
(a)(1)(D)	Form of Letter to Clients for use by Brokers, Dealers and Other Nominees.
(a)(1)(E)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)	Press release of Newcastle Investment Corp., dated February 22, 2010.
(b)	Not applicable.
(d)(1)	Rights Agreement between the Registrant and American Stock Transfer and Trust Company, as Rights Agent, dated October 16, 2002 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2002, Exhibit 4.1).
(d)(2)	Junior Subordinated Indenture between Newcastle Investment Corp. and The Bank of New York Mellon Trust Company, National Association, dated April 30, 2009 (incorporated by reference to the Registrant’s Report on Form 8-K, Exhibit 4.1, filed on May 4, 2009).
(d)(3)	Pledge and Security Agreement between Newcastle Investment Corp. and The Bank of New York Mellon Trust Company, National Association, as trustee, dated April 30, 2009 (incorporated by reference to the Registrant’s Report on Form 8-K, Exhibit 4.2, filed on May 4, 2009).
(d)(4)	Pledge, Security Agreement and Account Control Agreement among Newcastle Investment Corp., NIC TP LLC, as pledgor, and The Bank of New York Mellon Trust Company, National Association, as bank and trustee, dated April 30, 2009 (incorporated by reference to the Registrant’s Report on Form 8-K, Exhibit 4.3, filed on May 4, 2009).
(d)(5)	Amended and Restated Management and Advisory Agreement by and among Newcastle Investment Corp. and Fortress Investment Group LLC, dated June 23, 2003 (incorporated by reference to the Registrant’s Registration Statement on Form S-11 (File No. 333-106135), Exhibit 10.1).

Exhibit No.	Description
(d)(6)	Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan Amended and Restated Effective as of February 11, 2004 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, Exhibit 10.2).
(d)(7)	Exchange Agreement between Newcastle Investment Corp. and Taberna Preferred Funding IV, Ltd., Taberna Preferred Funding V, Ltd., Taberna Preferred Funding VI, Ltd. and Taberna Preferred Funding VII, Ltd., dated April 30, 2009 (incorporated by reference to the Registrant’s Report on Form 8-K, Exhibit 10.1, filed on May 4, 2009).
(d)(8)	Exchange Agreement between Newcastle Investment Corp. and Taberna Capital Management, LLC, Taberna Preferred Funding IV, Ltd., Taberna Preferred Funding V, Ltd., Taberna Preferred Funding VI, Ltd. and Taberna Preferred Funding VII, Ltd., dated January 29, 2010 (incorporated by reference to the Registrant’s Report on Form 8-K, Exhibit 10.1, filed on February 1, 2010).
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NEWCASTLE INVESTMENT CORP.
February 22, 2010
By:	/s/  Kenneth M. Riis
	Kenneth M. Riis
	Chief Executive Officer and President