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):
                        August 1, 2005 (April 19, 2005)
                        -------------------------------

                           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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
           Off-Balance Sheet Arrangement of a Registrant.

         On April 19, 2005 Newcastle Investment Corp. ("Newcastle") issued $500
million face amount of collateralized debt obligations in its seventh CBO
financing, which it refers to as CBO VII, through two of its consolidated
subsidiaries, Newcastle CDO VI, Limited and Newcastle CDO VI Corp.

         $447 million face amount of senior investment grade rated bonds were
sold to third parties and Newcastle retained the subordinate non-investment
grade bonds and the preferred shares. CBO VII has an expected weighted average
life of 8.77 years. The table below sets forth further information with respect
to the structure of CBO VII (dollars in thousands).

<TABLE>
<CAPTION>
                               S&P/Fitch/Moody's                                             Expected
             Class                 Ratings           Face Amount         Coupon              Maturity (1)

------------------------------------------------------------------------------------------------------------

Senior
<S>           <C>               <C>                    <C>            <C>                     <C>
   Bonds:     I-MM              AAA/AAA/Aaa            $323,000       LIBOR +0.20% (2)        April 2015
              I-B               AAA/AAA/NR               59,000       LIBOR +0.40%            April 2015
              II                AA/AA/NR                 33,000       LIBOR +0.50%            April 2015
              III-FL            A/A/NR                   15,000       LIBOR +0.80%            April 2015
              III-FX            A/A/NR                    5,000          5.6720%              April 2015
              IV-FL             BBB/BBB/NR                9,600       LIBOR +1.70%            April 2015
              IV-FX             BBB/BBB/NR                2,400          6.5495%              April 2015

                                                   ------------
Total                                                  $447,000
                                                   ============


Subordinate
   Bonds:     V                 BB/BB/NR                $21,000          7.8113%              April 2015
Preferred     Preferred
   Shares:    Shares            NR                       32,000            N/A                   N/A

                                                   ------------
Total                                                   $53,000
                                                   ============
</TABLE>

(1) Reflects expected maturities. Contractual maturities are April 2040
(2) Maximum spread is LIBOR +0.30%. Remarketing of the MM class will occur on
    $161.5 million in October 2005 and $161.5 million in January 2006.

         The total value of the underlying collateral portfolio is
approximately $500 million and consists of approximately 73% commercial
mortgage backed securities, approximately 10% senior unsecured debt of real
estate investment trusts and approximately 17% real estate related asset backed
securities. The portfolio is has a weighted average credit rating of BBB-.

         Newcastle has an approximately $47 million retained equity interest in
the portfolio.
<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:  August 1, 2005                    By: /s/ Randal A. Nardone
                                             -----------------------------
                                             Name:  Randal A. Nardone
                                             Title: Secretary
[{"type": "8-K", "sequence": "1", "filename": "nyc569907.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6210}]
{"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": "05989161"}, "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):
                        August 1, 2005 (April 19, 2005)
                        -------------------------------

                           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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
           Off-Balance Sheet Arrangement of a Registrant.

         On April 19, 2005 Newcastle Investment Corp. ("Newcastle") issued $500
million face amount of collateralized debt obligations in its seventh CBO
financing, which it refers to as CBO VII, through two of its consolidated
subsidiaries, Newcastle CDO VI, Limited and Newcastle CDO VI Corp.

         $447 million face amount of senior investment grade rated bonds were
sold to third parties and Newcastle retained the subordinate non-investment
grade bonds and the preferred shares. CBO VII has an expected weighted average
life of 8.77 years. The table below sets forth further information with respect
to the structure of CBO VII (dollars in thousands).
S&P/Fitch/Moody's                                             Expected
             Class                 Ratings           Face Amount         Coupon              Maturity (1)

------------------------------------------------------------------------------------------------------------

Senior
Bonds:     I-MM              AAA/AAA/Aaa            $323,000       LIBOR +0.20% (2)        April 2015
              I-B               AAA/AAA/NR               59,000       LIBOR +0.40%            April 2015
              II                AA/AA/NR                 33,000       LIBOR +0.50%            April 2015
              III-FL            A/A/NR                   15,000       LIBOR +0.80%            April 2015
              III-FX            A/A/NR                    5,000          5.6720%              April 2015
              IV-FL             BBB/BBB/NR                9,600       LIBOR +1.70%            April 2015
              IV-FX             BBB/BBB/NR                2,400          6.5495%              April 2015

                                                   ------------
Total                                                  $447,000
                                                   ============

Subordinate
   Bonds:     V                 BB/BB/NR                $21,000          7.8113%              April 2015
Preferred     Preferred
   Shares:    Shares            NR                       32,000            N/A                   N/A

                                                   ------------
Total                                                   $53,000
                                                   ============
(1) Reflects expected maturities. Contractual maturities are April 2040
(2) Maximum spread is LIBOR +0.30%. Remarketing of the MM class will occur on
    $161.5 million in October 2005 and $161.5 million in January 2006.

         The total value of the underlying collateral portfolio is
approximately $500 million and consists of approximately 73% commercial
mortgage backed securities, approximately 10% senior unsecured debt of real
estate investment trusts and approximately 17% real estate related asset backed
securities. The portfolio is has a weighted average credit rating of BBB-.

         Newcastle has an approximately $47 million retained equity interest in
the portfolio.
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:  August 1, 2005                    By: /s/ Randal A. Nardone
                                             -----------------------------
                                             Name:  Randal A. Nardone
                                             Title: Secretary