Warner Bros. and producer Jerry Weintraub have set a July 21 start date for Ocean's Thirteen, and Ellen Barkin is the pic's new leading lady.

Filming will take place primarily on five soundstages on the WB lot in Burbank, where a fully operational casino will be built.

The first Ocean's film was shot at the Bellagio in Las Vegas, the sequel in Europe, but it became too arduous to shoot a movie around the gambling traffic in a real casino, producer Jerry Weintraub said. Director Steven Soderbergh and star George Clooney just used the WB soundstages to shoot The Good German, a European-set period drama.

Soderbergh has already committed to direct returning cast members George Clooney, Brad Pitt, Matt Damon, Andy Garcia, Don Cheadle, Bernie Mac, Casey Affleck, Scott Caan, Eddie Jemison, Shaobo Qin, Carl Reiner and Elliott Gould.

With Barkin in, that means previous first femmes Julia Roberts and Catherine Zeta-Jones are sitting this one out.

WB will co-finance with Village Roadshow Pictures for a summer 2007 release.

The film was scripted by Rounders scribes Brian Koppelman and David Levien.