Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Watterson Sarah	2. Date of Event Requiring Statement (MM/DD/YYYY) 9/26/2016	3. Issuer Name and Ticker or Trading Symbol NEWCASTLE INVESTMENT CORP [NCT]
(Last)        (First)        (Middle) 1345 AVENUE OF THE AMERICAS, 45 FL	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            _____ 10% Owner ___ X ___ Officer (give title below)          _____ Other (specify below) CEO & President /
(Street) NEW YORK, NY 10105        (City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY) 9/30/2016	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6935	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	12/31/2016	Common Stock	10725	$2.32	D
Stock Option (right to buy)	(1)	12/31/2016	Common Stock	4290	$2.95	D
Stock Option (right to buy)	(1)	12/31/2016	Common Stock	7507	$3.23	D
Stock Option (right to buy)	(1)	12/31/2016	Common Stock	10809	$3.57	D

Explanation of Responses:
( 1)	Option was fully vested and exercisable on or before September 26, 2016.

Remarks: This amendment is filed solely to correct Ms. Watterson's holdings as of the original filing; it replaces the original filing.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Watterson Sarah 1345 AVENUE OF THE AMERICAS, 45 FL NEW YORK, NY 10105			CEO & President

Signatures
/s/ Cameron D. MacDougall, as Attorney-in-Fact		10/28/2016
** Signature of Reporting Person		Date

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 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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