Sec Form 4 Filing - NYGAARD ERIK P @ NEWCASTLE INVESTMENT CORP - 2003-07-10

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 NYGAARD ERIK P 2. Issuer Name and Ticker or Trading Symbol NEWCASTLE INVESTMENT CORP [ NCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Information Officer (Last) (First) (Middle) 3. Date of Earliest Transaction (MM/DD/YY) 07/10/2003 (Street) 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

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 Right (Option to Buy) $ 20.35 07/10/2003 J( 1 ) 460,000 08/01/2003( 2 ) 07/10/2003 Common Stock, par value $0.01 per share 460,000 $ 0 1,160,000 ( 3 ) I By Fortress Principal Investment Holdings LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NYGAARD ERIK P Chief Information Officer Signatures /s/ Erik P. Nygaard 07/31/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options grant to Fortress Principal Investment Holdings LLC ("FPIH") (option for a number of shares equal to 10% of shares issued in common stock offering assuming exercise by underwriters' of underwriters' 15% over-allotment option). ( 2 )The Option is fully vested on the date of grant and is exercisable in thirty equal monthly installments beginning on August 1, 2003. ( 3 )Mr. Nygaard may be deemed to be the beneficial owner of these shares by virtue of his beneficial ownership of a portion of FPIH. Mr. Nygaard disclaims beneficial ownership of all shares of common stock of the Issuer and derivative securities therefor held by FPIH except to the extent of his pecuniary interest therein.

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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