EXHIBIT 1.2

                       FIRST AMENDMENT TO SALES AGREEMENT

         THIS FIRST AMENDMENT TO SALES AGREEMENT (the "Amendment") is entered
into as of December 16, 2003, by and between CAPSTEAD MORTGAGE CORPORATION (the
"Company") and BRINSON PATRICK SECURITIES CORPORATION (the "Sales Manager"), as
follows:

                                    RECITALS:

         WHEREAS, the Company and the Sales Manager are parties to a Sales
Agreement dated as of August 20, 2001 (the "Agreement"); and

         WHEREAS, the Company and the Sales Manager desire to amend some of the
terms regarding the Sales Manager's compensation under the Agreement and when a
year begins and ends with respect to such compensation;

         NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, intending to be legally bound, the Company and the Sales
Manager agree as follows:

         SECTION 1. Defined Terms. Capitalized terms not otherwise defined
herein shall have the meaning attributed to them in the Agreement.

         SECTION 2. Amendment to Section 2.1(c) of the Agreement. Effective as
of December 16, 2003, Section 2.1(c) of the Agreement is hereby amended and
restated, as follows:

                      "(c) The compensation to the Sales Manager for sales of
              Stock shall be at the following commission rates for the shares of
              Stock sold under this Agreement: 3.0% of the gross sales price per
              share ("sales proceeds") for the first eight million dollars
              ($8,000,000) of aggregate sales proceeds raised under this
              Agreement in each year; 2.5% of sales proceeds for the next four
              million dollars ($4,000,000) of aggregate sales proceeds raised in
              such year; and 2.0% of sales proceeds for any additional aggregate
              sales proceeds raised in such year. For purposes of this section
              2.1(c), the first year shall end on December 31, 2004, and each
              subsequent year shall end on the next succeeding December 31st.
              The remaining proceeds, after further deduction for any
              transaction fees imposed by any governmental or self-regulatory
              organization in respect to such sale shall constitute the net
              proceeds to the Company for such Stock (the "Net Proceeds")."

         SECTION 3. Counterparts. This Amendment may be executed in separate
counterparts, each of which shall be deemed an original and both of which shall
constitute a single agreement.

         SECTION 4. Binding Effect. Except as expressly amended hereby, the
Agreement shall continue to be and shall remain in full force and effect in
accordance with its terms. Any reference to the "Agreement" or the "Sales
Agreement" in the Agreement shall be deemed to be a reference to the Agreement
as amended hereby.



         SECTION 5. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York.

         IN WITNESS WHEREOF, the undersigned have executed this First Amendment
to Sales Agreement as of the day and year first written above.

                                 CAPSTEAD MORTGAGE CORPORATION

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                 BRINSON PATRICK SECURITIES CORPORATION

                                 By: ___________________________________________
                                     Name:
                                     Title:

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