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

Capstead Mortgage Corporation

(Exact name of registrant as specified in its charter)

MARYLAND (State of Incorporation)		001-08896 (Commission File Number)		75-2027937 (I.R.S. Employer Identification Number)

8401 North Central Expressway Suite 800
Dallas, Texas (Address of principal executive offices)		75225 (Zip Code)

Registrant’s telephone number, including area code: (214) 874-2323

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:

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 240.14a-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 8.01. Other Events.

     Reference is hereby made to the registration statement of Capstead Mortgage Corporation (the “Company”) on Form S-3 (File No. 333-143390), which became effective as of August 14, 2007 (the “Registration Statement”), pursuant to which the Company registered the sale of debt and equity securities in accordance with the provisions of the Securities Act of 1933, as amended. Reference is also hereby made to the prospectus and the related prospectus supplement, which was filed with the Commission pursuant to Rule 424(b)(5) on April 11, 2008, with respect to the Company’s common stock.

     On March 10, 2008, the Company entered into a Sales Agreement with Brinson Patrick Securities Corporation (the “Sales Manager”), in connection with the issuance and sale of shares of the Company’s common stock, par value $0.01 per share, from time to time through the Sales Manager.

     On March 10, 2008, Hogan & Hartson LLP issued their opinion with respect to the legality of the issuance and sale by the Company of 3,000,000 shares of the Company’s common stock, par value $0.01 per share.

     On April 11, 2008, Hogan & Hartson LLP issued their opinion with respect to the legality of the issuance and sale by the Company of 3,000,000 shares of the Company’s common stock, par value $0.01 per share.

Item 9.01. Financial Statements and Exhibits.

   (c) Exhibits

Exhibit No.		Description
5.1		Opinion of Hogan & Hartson LLP, dated April 11, 2008, with respect to the legality of the shares of common stock being issued.

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: April 15, 2008