Sec Form 4 Filing - FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC @ NEWCASTLE INVESTMENT CORP - 2003-12-01

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC 2. Issuer Name and Ticker or Trading Symbol NEWCASTLE INVESTMENT CORP [ NCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FORTRESS INVESTMENT GROUP LLC, 1251 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2003 (Street) NEW YORK CITY, NY10020 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/31/2003 J 495,080 D 2,255,109 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Option (Right to Buy) $ 22.85 12/01/2003 J( 2 ) 328,227 12/01/2003( 3 ) 12/01/2013 Common Stock, par value $0.01 per share 328,227 $ 0 328,227 D Option (Right to Buy) $ 13 12/31/2003 J( 4 ) 1,750 10/10/2002 10/10/2012 Common Stock, par value $0.01 per share 1,750 $ 0 ( 4 ) 698,250 D Option (Right to Buy) $ 20.35 12/31/2003 J( 4 ) 1,150 07/11/2003 07/11/2013 Common Stock, par value $0.01 per share 1,150 $ 0 ( 4 ) 458,850 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FORTRESS PRINCIPAL INVESTMENT HOLDINGS LLC C/O FORTRESS INVESTMENT GROUP LLC 1251 AVENUE OF THE AMERICAS NEW YORK CITY, NY10020 X Signatures Fortress Principal Investment Holdings LLCBy: Randal A. Nardone, Secretary/s/ R. Nardone 05/05/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Fortress Principal Investment Holdings II LLC ("FPIH II") is the successor in interest to Fortress Principal Holdings LLC ("FPIH"). FPIH II distributed 495,080 shares of common stock of the issuer to one of its members in connection with this member?s withdrawal as a member of FPIH; this distribution was directly in proportion to such member?s pecuniary interest in FPIH?s holdings of these options. This distribution did not effect any change in the pecuniary interests of any of FPIH II?s remaining members in FPIH?s options for shares of common stock of the issuer. ( 2 )Option grant to FPIH (Option for a number of shares equal to 10%, of the number of shares issued in common stock offering). For ease of reference, the option grant to FPIH is being reported on the same form as the holdings of FPIH II. ( 3 )The option is fully vested on the date of grant and is exercisable in thirty equal installments beginning on January 1, 2004. ( 4 )FPIH distributed these options for common stock of the issuer to one of its members in connection with this member?s withdrawal as a member of FPIH; this distribution was directly in proportion to such member?s pecuniary interest in FPIH?s holdings of these options. This distribution did not effect any change in the pecuniary interests of any of FPIH II?s remaining members in FPIH?s options for shares of common stock of the issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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