UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2004
                                                 (April 28, 2004)

                           Newcastle Investment Corp.
         --------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

   Maryland                       001-31458                     81-0559116
---------------           ------------------------         -------------------
(State or other           (Commission File Number)            (IRS Employer
jurisdiction of                                            Identification No.)
incorporation)

 1251 Avenue of the Americas, 16th Floor, New York, NY             10020
 -----------------------------------------------------          ----------
       (Address of Principal Executive Offices)                 (Zip Code)

Registrant's telephone number, including area code   (212) 798-6100
                                                     ---------------

                                 Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On April 28, 2004, Newcastle Investment Corp. (the "Company") announced
its results of operations for the quarter ended March 31, 2004. A copy of the
related press release is attached hereto as Exhibit 99.1.

         The press release includes the non-GAAP financial measure, "FFO." The
Company believes FFO is one appropriate measure of the operating performance of
real estate companies because it provides investors with information regarding
its ability to service debt and make capital expenditures. The Company also
believes that FFO is an appropriate supplemental disclosure of operating
performance for a REIT due to its widespread acceptance and use within the REIT
and analyst communities. Furthermore, FFO is used to compute the Company's
incentive compensation to its manager. FFO, for the Company's purposes,
represents net income available for common stockholders (computed in accordance
with GAAP), excluding extraordinary items, plus real estate depreciation, and
after adjustments for unconsolidated subsidiaries, if any. The Company considers
gains and losses on resolution of its investments to be a normal part of its
recurring operations and therefore do not exclude such gains and losses when
arriving at FFO. Adjustments for unconsolidated subsidiaries, if any, are
calculated to reflect FFO on the same basis. FFO does not represent cash
generated from operating activities in accordance with GAAP and therefore should
not be considered an alternative to net income as an indicator of our operating
performance or as an alternative to cash flow as a measure of liquidity and is
not necessarily indicative of cash available to fund cash needs. The Company's
calculation of FFO may be different from the calculation used by other companies
and, therefore, comparability may be limited. Reconciliation to the related GAAP
measure is included in Exhibit 99.1 to this report.

            The information furnished pursuant to this Current Report on Form
8-K (including the exhibits hereto) shall not be considered "filed" under the
Securities Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into future filings by the Company under the Securities Act of 1933,
as amended or under the Securities Exchange Act of 1934, as amended, unless the
Company expressly sets forth in such future filing that such information is to
be considered "filed" or incorporated by reference therein.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       NEWCASTLE INVESTMENT CORP.
                                       (Registrant)


Date: April 29, 2004                   By: /s/ Randal A. Nardone
                                           ------------------------
                                           Name:  Randal A. Nardone
                                           Title: Secretary


<PAGE>


                                  EXHIBIT INDEX


Exhibit No.              Description
-----------              -----------

99.1                     Press Release, dated April 28, 2004, issued by
                         Newcastle Investment Corp.
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{"company-data": {"conformed-name": "NEWCASTLE INVESTMENT CORP", "cik": "0001175483", "assigned-sic": "6798", "irs-number": "810559116", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31458", "film-number": "04764542"}, "business-address": {"street1": "C/O FORTRESS", "street2": "1251 AVENUE OF THE AMERICAS 16TH FL", "city": "NEW YORK", "state": "NY", "zip": "10020", "phone": "2127986100"}, "mail-address": {"street1": "C/O FORTRESS", "street2": "1251 AVENUE OF THE AMERICAS 16TH FL", "city": "NEW YORK", "state": "NY", "zip": "10020"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2004
                                                 (April 28, 2004)

                           Newcastle Investment Corp.
         --------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

   Maryland                       001-31458                     81-0559116
---------------           ------------------------         -------------------
(State or other           (Commission File Number)            (IRS Employer
jurisdiction of                                            Identification No.)
incorporation)

 1251 Avenue of the Americas, 16th Floor, New York, NY             10020
 -----------------------------------------------------          ----------
       (Address of Principal Executive Offices)                 (Zip Code)

Registrant's telephone number, including area code   (212) 798-6100
                                                     ---------------

                                 Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On April 28, 2004, Newcastle Investment Corp. (the "Company") announced
its results of operations for the quarter ended March 31, 2004. A copy of the
related press release is attached hereto as Exhibit 99.1.

         The press release includes the non-GAAP financial measure, "FFO." The
Company believes FFO is one appropriate measure of the operating performance of
real estate companies because it provides investors with information regarding
its ability to service debt and make capital expenditures. The Company also
believes that FFO is an appropriate supplemental disclosure of operating
performance for a REIT due to its widespread acceptance and use within the REIT
and analyst communities. Furthermore, FFO is used to compute the Company's
incentive compensation to its manager. FFO, for the Company's purposes,
represents net income available for common stockholders (computed in accordance
with GAAP), excluding extraordinary items, plus real estate depreciation, and
after adjustments for unconsolidated subsidiaries, if any. The Company considers
gains and losses on resolution of its investments to be a normal part of its
recurring operations and therefore do not exclude such gains and losses when
arriving at FFO. Adjustments for unconsolidated subsidiaries, if any, are
calculated to reflect FFO on the same basis. FFO does not represent cash
generated from operating activities in accordance with GAAP and therefore should
not be considered an alternative to net income as an indicator of our operating
performance or as an alternative to cash flow as a measure of liquidity and is
not necessarily indicative of cash available to fund cash needs. The Company's
calculation of FFO may be different from the calculation used by other companies
and, therefore, comparability may be limited. Reconciliation to the related GAAP
measure is included in Exhibit 99.1 to this report.

            The information furnished pursuant to this Current Report on Form
8-K (including the exhibits hereto) shall not be considered "filed" under the
Securities Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into future filings by the Company under the Securities Act of 1933,
as amended or under the Securities Exchange Act of 1934, as amended, unless the
Company expressly sets forth in such future filing that such information is to
be considered "filed" or incorporated by reference therein.
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       NEWCASTLE INVESTMENT CORP.
                                       (Registrant)

Date: April 29, 2004                   By: /s/ Randal A. Nardone
                                           ------------------------
                                           Name:  Randal A. Nardone
                                           Title: Secretary
EXHIBIT INDEX

Exhibit No.              Description
-----------              -----------

99.1                     Press Release, dated April 28, 2004, issued by
                         Newcastle Investment Corp.