8-K

UNITED STATES
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: November 19, 2008
(Date of Earliest Event Reported)

CAPSTEAD MORTGAGE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Maryland
(State of Incorporation) 001-08896
(Commission File No.) 75-2027937
(I.R.S. Employer
Identification No.)

8401 North Central Expressway Suite 800 Dallas, Texas	75225
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 874-2323

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

ITEM 7.01. REGULATION FD DISCLOSURE

Capstead Mortgage Corporation has created a third quarter 2008 investor fact sheet to be used in meetings with the investment community and for other marketing purposes. The materials are attached hereto as Exhibit 99.1 and incorporated herein by reference and are also available on our website at www.capstead.com.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(b) Exhibits.

99.1 Third quarter 2008 investor fact sheet.

SIGNATURES

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

	CAPSTEAD MORTGAGE CORPORATION
November 19, 2008	By:	/s/ Phillip A. Reinsch
		Phillip A. Reinsch
		Chief Financial Officer and Executive Vice President

EX-99.1

Exhibit 99.1

4   Capstead Mortgage Corporation, formed in 1985 and based in Dallas, Texas, is a self-managed real estate investment trust for federal income tax purposes. Capstead’s core strategy is managing a leveraged portfolio of residential mortgage pass-through securities consisting almost exclusively of residential 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. Agency-guaranteed residential mortgage securities carry an implied AAA credit rating with limited, if any, credit risk that has been enhanced by the recent conservatorship of Fannie Mae and Freddie Mac by the federal government.

EXPERIENCE	STABILITY	STRATEGY
• Oldest mortgage REIT	• Positions with 17 lending	• Avoid residential credit risk
	counterparties	while minimizing, but not
• Top 4 executives with		eliminating, interest rate risk
the company since 1994	• Short-duration portfolio
	conservatively leveraged
	and appropriately hedged
	(net duration gap at 5
	months at September 30)

HISTORICAL DEBT/LONG-TERM INVESTMENT CAPITAL

• Debt to long-term investment capital has historically ranged from 8.0 x to 12.0 x through various interest rate cycles and can be quickly adjusted to respond to market conditions.

• Since last fall, we have raised $440 million in new common equity capital and, at times, sold a limited amount of mortgage securities and curtailed replacing portfolio runoff to address deteriorating conditions in the overall credit markets.

• We continue to believe it is appropriate to maintain our leverage near the lower end of our targeted range. However, should market conditions warrant, we may take additional actions similar to those taken since last fall in order to maintain sufficient financial flexibility to address market stresses.

COMMON STOCK
INFORMATION

NYSE Ticker:
CMO

Price as of 11/7/08:
$10.16

52-wk. High/Low:
$18.62/$7.52

3Q Dividend:
$0.55

Dividend Yield:
(based on annualized 3Q dividend)
21.7%

3Q Avg. Daily Vol.:
899K shares

SERIES A/SERIES B
PREFERRED STOCK INFO

NYSE Ticker:
CMOPRA/CMOPRB

Price as of 11/7/08:
$16.29/$12.68

Call Price:
$16.40/$12.50

Liquidation Value:
$16.40/$11.38

Conversion Ratio:
1.5684/0.6047

Annual Dividend:
$1.60/$1.26

4  3^RD QUARTER 2008 HIGHLIGHTS

• Earnings totaled $34.7 million or $0.52 per diluted common share

• Financing spreads averaged 1.74%

• Declared and paid dividend of $0.55 per common share

• Book value per common share ended the third quarter at $10.02

• Maintained portfolio of agency-guaranteed residential ARM securities at $7.9 billion

• Maintained portfolio leverage at approximately 8 times long-term investment capital

4  QUARTERLY RESULTS

	Sept. 30,		June 30,		Mar. 31,		Dec. 31,		Sept. 30,
(In thousands, except per share amounts)	2008		2008		2008		2007		2007
Net interest margin:
Residential mortgage investments	$	38,198	$	41,456	$	36,247	$	17,505	$	8,257
Commercial mortgage investments		975		857		798		813		396
Net interest margin		39,173		42,313		37,045		18,318		8,653
Net income		34,746		36,728		30,147		15,860		(3,148	)
Income available to common stockholders		29,684		31,665		25,083		10,796		(8,212	)
Diluted earnings per share		0.52		0.58		0.53		0.31		(0.43	)
Common dividends per share		0.55		0.59		0.52		0.24		0.04
Common equity raises		25,237		77,143		131,344		205,997		—
Common shares outstanding (EOQ)		58,226		56,071		49,918		42,819		19,393

TOP COMMON STOCKHOLDERS*

Holder	% O/S
Wells Capital Management		10.00
Wellington Management Company		5.06
Highland Capital Management		4.81
Transamerica Investment Management		3.82
DePrince Race & Zollo		3.33
Barclays Global Investors, N.A.		3.26
Robeco Investment Management		3.21
Thompson, Siegel & Walmsley		3.15
Millennium Management		2.68
Vanguard Group, Inc.		2.06

* % based on shares outstanding as of October 30, 2008

ANALYSTS*

Firm	Rating
Deutsche Bank	Buy
FBR Capital Markets	Outperform
Fox-Pitt Kelton	Outperform
JMP Securities LLC	Outperform
Keefe, Bruyette & Woods	Outperform
RBC Capital Markets	Outperform
Sterne Agee	Buy
Stifel Nicolaus	Buy

*  As of November 7, 2008

Capstead Mortgage Corporation / 8401 North Central Expressway, Suite 800, Dallas, TX 75225 PH 800.358.2323 / E invrel@capstead.com / www.capstead.com