8-K

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: June 16, 2005
(Date of earliest event reported)

CAPSTEAD MORTGAGE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-08896	75-2027937
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8401 North Central Expressway Suite 800	75225
(Address of Principal Executive Offices)	(Zip code)

(214) 874-2323

Registrant’s Telephone Number, Including Area Code

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ 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))

TABLE OF CONTENTS

	ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
	ITEM 5.02. ELECTION OF DIRECTORS
	ITEM 7.01. REGULATION FD DISCLOSURE
	ITEM 9.01. EXHIBITS
SIGNATURE
Press Release

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     The 1997 Flexible Long Term Incentive Plan (the “1997 Plan”) and the 2004 Flexible Long-Term Incentive Plan (the “2004 Plan,” collectively the “Stock Incentive Plans”) of Capstead Mortgage Corporation (the “Company”) provide the Company with the flexibility to offer key officers, employees and directors performance-based stock incentives and other equity interests in the Company and other incentive awards that recognize the creation of value for the stockholders of the Company and promote the Company’s long-term growth and success.

     On June 16, 2005, the Board of Directors of the Company (the “Board”) approved the granting of options and restricted stock to two newly-elected non-executive members of the Board on June 21, 2005:

	Number of		Number of
Director	Options Granted		Shares Granted
Jack Biegler		10,000		5,000
Christopher W. Mahowald		10,000		5,000

     The options have an exercise price of $8.57 per share, are fully vested upon issuance, and expire on June 21, 2015. The restricted stock is subject to vesting in four equal installments commencing on June 21, 2006.

     With these options and restricted stock grants, the status of the Company’s Stock Incentive Plans is as follows:

	1997 Plan		2004 Plan
Number of securities to be issued upon exercise of outstanding options		127,838		350,000
Number of securities remaining available for future issuance		186,152		499,164

     On June 16, 2005 the Board also authorized cash payments of $29,630 to Mr. Biegler and Mr. Mahowald representing prorated annual retainers.

ITEM 5.02. ELECTION OF DIRECTORS

On June 16, 2005 the Board elected to increase the current size of the Board of Directors from six to eight members and elected Mr. Biegler and Mr. Mahowald to serve as independent members of the Board. Mr. Biegler was also appointed to the Audit Committee of the Board. With Mr. Biegler’s appointment, Mr. Rubin resigned from the Audit Committee effective immediately but will remain a member of the Board’s Executive and Compensation Committees.

ITEM 7.01. REGULATION FD DISCLOSURE

     On June 16, 2005 the Company issued a press release announcing the election of Mr. Biegler and Mr. Mahowald to the Board.

ITEM 9.01. EXHIBITS

(c) Exhibits

99.1 Press release by Capstead Mortgage Corporation dated June 16, 2005.

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 21, 2005

CAPSTEAD MORTGAGE CORPORATION
By:	/s/ PHILLIP A. REINSCH
	Phillip A. Reinsch
	Senior Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

CAPSTEAD MORTGAGE CORPORATION
ANNOUNCES THE APPOINTMENTS OF
JACK BIEGLER AND CHRISTOPHER W. MAHOWALD
AS INDEPENDENT MEMBERS OF ITS BOARD OF DIRECTORS

     DALLAS — June 16, 2005 — Capstead Mortgage Corporation (NYSE: CMO) announced today the appointments of Jack Biegler and Christopher W. Mahowald to serve as independent members of the Board of Directors of Capstead Mortgage Corporation. With the appointments of Messrs. Biegler and Mahowald, the Board of Directors will consist of eight members, seven of whom will be independent.

     Remarked Andrew F. Jacobs, President and Chief Executive Officer, “I am extremely pleased that Jack and Chris have agreed to join our Board. Both individuals bring a breadth of skills and expertise in the real estate industry that will serve our Company well over the long term. Jack has served as President of Ellison Management LLC since 1996 where the recent focus has been on investing in and financing commercial real estate. From 1980 until its sale in 1996, Jack served as Chief Financial Officer of Ray Ellison Industries, which was involved with the development and construction of single-family homes in San Antonio, Texas. Chris has been President of EFO Realty and RSF Partners since 1997 and serves as managing partner of several of their real estate private equity funds. From 1990 to 1997 Chris was a partner with the Robert M. Bass Group where he was a founding principal in several real estate related private equity funds, including the Brazos Fund and the Lone Star Opportunity Fund.”

About Capstead

Capstead Mortgage Corporation is a real estate investment trust headquartered in Dallas, Texas. Capstead earns income from investing in real estate-related assets on a leveraged basis and from other investment strategies. These investments currently consist primarily of, but are not limited to, residential adjustable-rate mortgage (“ARM”) securities issued and guaranteed by government-sponsored entities, either Fannie Mae or Freddie Mac, or by an agency of the federal government, Ginnie Mae. Capstead also seeks to opportunistically invest a portion of its equity in credit-sensitive commercial real estate-related assets, including, but not limited to, direct ownership interests in commercial real estate, mezzanine loans and other junior liens on commercial real estate.