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: May 15, 2009

(Date of Earliest Event Reported)

CAPSTEAD MORTGAGE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-08896	75-2027937
(State of Incorporation)	(Commission File No.)	(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 (“Capstead”, or the “Registrant”) has updated its presentation materials and created a first quarter 2009 investor fact sheet to be used in meetings with the investment community. The materials are attached hereto as Exhibit 99.1 and 99.2, respectively, and incorporated herein by reference and are also available on our website at www.capstead.com.

ITEM 8.01. OTHER EVENTS.

Capstead is scheduled to present at the Eighth Annual JMP Securities Research Conference, which is being held at The Ritz-Carlton, 600 Stockton Street, San Francisco, California, at 10:00 a.m. (local time) on Tuesday, May 19, 2009.

Capstead is scheduled to present at the Keefe, Bruyette & Woods Diversified Financial Services Conference, which is being held at The St. Regis Hotel, Two East 55^th Street, New York City, New York, at 8:00 a.m. (local time) on Wednesday, June 3, 2009.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(b) Exhibits.

99.1	Investor presentation materials dated May 2009.
99.2	First quarter 2009 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
May 15, 2009	By:	/s/ Phillip A. Reinsch
		Phillip A. Reinsch
		Chief Financial Officer and Executive Vice President

EX-99.1

Exhibit 99.1

CAPSTEAD INVESTOR PRESENTATION MATERIALS May 2009

Safe Harbor Statement - Private Securities Litigation Reform Act of 1995 Forward Looking Information This document contains "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) that inherently involve risks and uncertainties. Capstead's actual results and liquidity can differ materially from those anticipated in these forward-looking statements because of changes in the level and composition of the Company's investments and other factors. As discussed in the Company's filings with the Securities and Exchange Commission, these factors may include, but are not limited to, changes in general economic conditions, the availability of suitable qualifying investments from both an investment return and regulatory perspective, the availability of new investment capital, the availability of financing at reasonable levels and terms to support investing on a leveraged basis, fluctuations in interest rates and levels of mortgage prepayments, deterioration in credit quality and ratings, the effectiveness of risk management strategies, the impact of differing levels of leverage employed, liquidity of secondary markets and credit markets, increases in costs and other general competitive factors. In addition to the above considerations, actual results and liquidity related to investments in loans secured by commercial real estate are affected by borrower performance under operating and/or development plans, lessee performance under lease agreements, changes in general as well as local economic conditions and real estate markets, increases in competition and inflationary pressures, changes in the tax and regulatory environment including zoning and environmental laws, uninsured losses or losses in excess of insurance limits and the availability of adequate insurance coverage at reasonable costs, among other factors.

Overview of Capstead Mortgage Corporation Capstead is a Real Estate Investment Trust formed in 1985, headquartered in Dallas, Texas Business Strategy Capstead's core investment strategy is managing a leveraged portfolio of residential adjustable-rate mortgage, or ARM, securities Over 99% issued and guaranteed by government-sponsored entities, either Fannie Mae or Freddie Mac, or by an agency of the federal government, Ginnie Mae Agency Securities have an implied or actual credit rating of AAA Coupon resets allow us to eventually recover financing spreads diminished during periods of rising short-term rates During periods of falling interest rates, reductions to interest rates on our borrowings allow us to capture larger financing spreads Prudently leveraged to provide sufficient reserves for price movements and principal payments (traditionally 8.0x to 12.0x; as of March 31, 2009, 7.3x) Management Structure Self-managed with low ratio of G&A expense to long-term investment capital and a conservative incentive structure

Experienced Management Team Andrew F. Jacobs - President and Chief Executive Officer, Director Has served in various executive positions with Capstead since 1988 CPA, Member AICPA, TSCPA, NACD, FEI, Chancellor's Council Executive Committee of the University of Texas System, Executive Council of The Real Estate Finance and Investment Center at the University of Texas at Austin Phillip A. Reinsch - Executive Vice President and Chief Financial Officer, Secretary Has held various financial accounting and reporting positions with Capstead since 1993 Formerly employed by Ernst & Young LLP as an audit senior manager focusing on mortgage banking and asset securitization CPA, Member AICPA, TSCPA, FEI Robert A. Spears - Executive Vice President, Director of Residential Mortgage Investments Has served in asset and liability management positions with Capstead since 1994 Formerly vice president of secondary marketing with NationsBanc Mortgage Corporation Michael W. Brown - Sr. Vice President, Asset and Liability Management, Treasurer Has served in asset and liability management positions with Capstead since 1994 MBA, Southern Methodist University, Dallas, Texas Over 80 years of combined mortgage finance industry experience, 67 years at Capstead.

Recent Highlights Raised almost $500 million in new common equity since October 2007, contributing to a $2.77 increase in book value per common share to $10.34 at March 31, 2009. Increased investment portfolio by $2.0 billion since June 30, 2007. Total annualized return on common stock since June 30, 2007 of 27%. Increased our potential liquidity from $218 million at June 30, 2007 to over $400 million at March 31, 2009.

Market Snapshot (in thousands, except percentages and per share amounts)

Capstead's Long-term Investment Capital Dec '06 Mar '07 Jun '07 Sep '07 Dec '07 Mar '08 Jun '08 Sep '08 Dec '08 Mar '09 Common 160 171 165 150 381 473 588 587 581 659 Perpetual Preferred 180 180 180 180 180 180 180 179 179 179 Trust Preferred 100 100 100 100 100 100 100 100 100 100 Total 440 451 445 430 661 753 868 866 860 939 $ in millions (68%) (35%) (58%) (68%) (63%) (68%) (70%)

Low Risk Agency-guaranteed Residential ARM Securities Investment Strategy Longer-to-Reset Agency ARM Securities Current-Reset Agency ARM Securities 3.2 4.1 Current-Reset ARMs ($4.8 billion) Longer-to-Reset ARMs ($2.7 billion) (as of March 31, 2009) Financed 100% with 30- to 90-day borrowings that adjust relatively quickly to more current rates. Financed with $732 million in longer-dated committed borrowings (5.13%, 4 month average maturity) and 30-day borrowings combined with two-year swap agreements ($2.3 billion at 3.08%, 12 month average maturity at quarter-end). Backed by well-seasoned mortgage loans with coupon interest rates that reset at least annually or begin doing so after an initial fixed-rate period of five years or less. Longer-term repo and/or swaps are utilized to mitigate interest rate risk on longer-to-reset ARM securities. The duration of our assets and liabilities was approximately 9 months and 5 months, respectively, for a net duration gap of roughly 4 months at quarter-end. Agency-guaranteed residential mortgage securities are highly liquid and can be financed with multiple funding providers through standard repurchase agreements. Capstead has long-term relationships with most lending counterparties and is constantly seeking to expand counterparty relationships. As of quarter-end, Capstead had positions on with 16 counterparties. Collateral requirements (haircuts) averaged roughly 51/2 points during the first quarter. 64% 36%

Residential ARM Securities Portfolio Statistics (as of March 31, 2009)

Financing Spreads on Mortgage Assets* Fed Funds vs. One-Month Libor Repo borrowing rates are expected to trend lower during the coming quarters given current low rates and the maturity over the next five months of the Company's remaining relatively high-cost longer-dated repo. Additionally, $900 million in higher cost swap positions mature in November and December 2009. As of quarter-end, the Company's 30-day repo resets stood at 0.80% and recent repo rates have generally been between 50 and 60 basis points. Yields will trend lower in the coming quarters reflecting lower ARM coupon resets, lower yielding acquisitions and somewhat higher mortgage prepayments. While seasonal trends and lower mortgage interest rates will likely result in higher mortgage prepayments this summer, the effects of the increase is expected to be manageable given the composition of the Company's portfolio. The Company's current-reset ARM securities are backed by ARM loans with coupon interest rates that will be resetting in the coming quarters to levels well below current fixed-rate mortgage interest rates. Approximately 20% of these securities are backed by interest-only ARM loans and most of this portfolio has favorable seasoning characteristics. While underlying mortgage interest rates on many of the Company's longer-to-reset ARM securities are relatively high compared to available mortgage interest rates, approximately 70% of these securities are backed by interest-only ARM loans and over 85% of these loans were originated in 2006 or 2007 at or near the peak of the housing cycle leading to the potential for significant loan-to-value deterioration. Yields on Mortgage Assets vs. Repo Borrowing Rates Financing spreads on mortgage assets* High: 3.71% Low: (.16) Average: 1.43 See page 16 for discussion of use of financing spread on mortgage assets, a non-GAAP financial measure.

First Quarter Highlights (All changes are from 4th Quarter 2008 to 1st Quarter 2009) Earnings increased $17.8 million to $42.1 million or $0.58 per diluted common share. Book value per common share increased $1.20, or 13%, to $10.34 due primarily to higher pricing levels for agency-guaranteed residential ARM securities. Portfolio increased $141 million to $7.64 billion, while portfolio leverage declined from 7.85 to 7.30 times long- term investment capital. Yields on interest-earning assets declined 27 basis points to 4.61% while borrowing rates on interest-bearing liabilities declined 126 basis points to 2.45%. Financing spreads increased 99 basis points to 2.16%.

CAPSTEAD A P P E N D I X May 2009 12

Yield / Cost Analysis (in thousands) See page 16 for discussion of use of financing spread on mortgage assets, a non-GAAP financial measure.

Comparative Balance Sheet (in thousands, except per share amounts)

Comparative Income Statement (in thousands, except per share amounts) (unaudited) See page 16 for discussion of use of financing spread on mortgage assets, a non-GAAP financial measure.

Use of Non-GAAP Financial Measures First Quarter 2009 (dollars in thousands)

EX-99.2

Exhibit 99.2

1Q 2009 INVESTOR FACT SHEET

Capstead Mortgage Corporation, formed in 1985 and based in Dallas, Texas, is a self-managed real estate investment trust for federal income tax purposes.

Our core investment strategy is managing a leveraged portfolio of residential mortgage pass-through securities consisting almost exclusively of adjustable-rate mortgage, or ARM, securities.

• Over 99% of our securities are 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.

• Coupon resets allow us to eventually recover financing spreads diminished during periods of rising short-term rates.

• During periods of falling interest rates, reductions to interest rates on our borrowings allow us to capture larger financing spreads.

• Prudently leveraged to provide sufficient reserves for price movements and principal payments (traditionally 8.0x to 12.0x our long-term investment capital). As of March 31, 2009 our leverage was 7.3x.

We have the EXPERIENCE.

• Oldest mortgage REIT (1985)

• Top 4 executives with the company since 1994 (67 years of combined experience at Capstead)

We have STABILITY.

• Short-duration portfolio conservatively leveraged and appropriately hedged (net duration gap at 4 months at March 31)

• Positions with 16 lending counterparties

Our STRATEGY.

• Avoid residential credit risk while minimizing, but not eliminating, interest rate risk

1Q 2009 INVESTOR FACT SHEET

> 1ST QUARTER 2009 HIGHLIGHTS

• Earnings totaled $42.1 million or $0.58 per diluted common share

• Financing spreads averaged 2.16%

• Declared and paid dividend of $0.56 per common share

• Book value per common share at $10.34 (end of quarter, or EOQ)

• Portfolio of agency-guaranteed residential ARM securities at $7.64 billion (EOQ)

• Portfolio leverage at 7.30 times long-term investment capital (EOQ)

> QUARTERLY RESULTS

	Mar. 31,			Dec. 31,			Sept. 30,			June 30,			Mar. 31,
(In thousands, except per share amounts)	2009			2008			2008			2008			2008
Interest income:
Mortgage securities and similar investments	$	87,884		$	95,397		$	99,205		$	97,332		$	106,351
Overnight investments and swap receivables		217			272			346			782			804
		88,101			95,669			99,551			98,114			107,155
Interest expense:
Repurchase arrangements and similar borrowings		(39,957	)		(65,349	)		(60,032	)		(55,109	)		(69,306	)
Unsecured borrowings		(2,187	)		(2,187	)		(2,186	)		(2,187	)		(2,187	)
		(42,144	)		(67,536	)		(62,218	)		(57,206	)		(71,493	)
Net interest margins		45,957			28,133			37,333			40,908			35,662
Net income		42,076			24,302			34,746			36,728			30,147
Income available to common stockholders		37,015			19,240			29,684			31,665			25,083
Diluted earnings per share		0.58			0.32			0.52			0.58			0.53
Common dividends per share		0.56			0.36			0.55			0.59			0.52
Common equity raises		2,677			46,992			25,237			77,143			131,344
Common shares outstanding (EOQ)		63,395			63,135			58,226			56,071			49,918

> TOP COMMON STOCKHOLDERS*

Holder	% O/S
Wells Capital Management Inc.		9.55
Barclays Global Investors, N.A.		4.67
Wellington Management Company, LLP		3.98
Thompson, Siegel & Walmsley LLC		3.17
Vanguard Group, Inc.		2.91
Robeco Investment Management, Inc.		2.90
Highland Capital Management, L.P.		2.62
Loomis, Sayles & Company, L.P.		2.00
American Century Investment Management		1.92
GW Capital, Inc.		1.85

* % based on shares outstanding as of May 8, 2009

> ANALYSTS

Firm	Rating
BGB Securities Inc.	Buy
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

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

TOTAL FINANCING SPREAD (basis points) 216 193 163 164 117 Q1 Q2 Q3 Q4 Q1 08 08 08 08 09 > COMMON STOCK INFORMATION NYSE Ticker: CMO Price as of 05/14/09: $11.82 52-wk. High/Low: $13.83/$7.52 1Q Dividend: $0.56 Dividend Yield: (based on annualized 1Q dividend) 19.0% 1Q Avg. Daily Vol.: 701K shares > SERIES A/SERIES B PREFERRED STOCK INFO NYSE Ticker: CMOPRA/CMOPRB Price as of 05/14/09: $19.01/$13.17 Call Price: $16.40/$12.50 Liquidation Value: $16.40/$11.38 Conversion Ratio: 1.5773/0.6082 Annual Dividend: $1.60/$1.26