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 (date of earliest event reported): May 30, 2008

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

          On May 30, 2008, Capstead Mortgage Corporation (the “Company”) filed Articles of Amendment of its Articles of Incorporation with the State Department of Assessments and Taxation of Maryland to increase the number of authorized shares of the Company’s common stock, $0.01 par value per share, from 100 million to 250 million shares. The board of directors of the Company proposed the amendment and declared it advisable in a meeting held on February 7, 2008, and the Company’s stockholders approved the amendment at the Company’s 2008 Annual Meeting of Stockholders held on May 1, 2008. The Articles of Amendment became effective upon their acceptance by the State Department of Assessments and Taxation of Maryland on May 30, 2008.

          A copy of the Articles of Amendment are attached as Exhibit 3.1 to this Form 8-K and are incorporated herein by reference in their entirety.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit No.	Description
3.1	Articles of Amendment of Articles of Incorporation of Capstead Mortgage Corporation dated as of May 29, 2008.

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 3, 2008

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

EX-3.1

Exhibit 3.1

RECEIVED

DEPARTMENT OF

ASSESSMENTS & TAXATION

2008 MAY 30 A 11:52

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

          CAPSTEAD MORTGAGE CORPORATION (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Maryland, DOES HEREBY CERTIFY to the State Department of Assessments and Taxation of Maryland that:

          FIRST: Article V, Section 1 of the Charter of the Corporation is amended to read in its entirety as follows (the “Amendment”):

1. The total number of shares of capital stock of all classes which the Corporation has authority to issue is three hundred fifty million (350,000,000) shares, consisting of (a) two hundred fifty million (250,000,000) shares of Common Stock, $0.01 par value per share, and (b) one hundred million (100,000,000) shares of Preferred Stock, $0.10 par value per share. The aggregate par value of all the shares of all the classes of stock of the Corporation is twelve million, five hundred thousand dollars ($12,500,000.00). The Board of Directors may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of such shares of stock.

          SECOND: (a) The total number of shares of capital stock which the Corporation had authority to issue immediately before the Amendment was two hundred million (200,000,000) shares, consisting of (a) one hundred million (100,000,000) shares of Common Stock, $0.01 par value per share, and (b) one hundred million (100,000,000) shares of Preferred Stock, $0.10 par value per share.

(b) The total number of shares of capital stock which the Corporation has authority to issue as amended is three hundred fifty million (350,000,000) shares, consisting of (a) two hundred fifty million (250,000,000) shares of Common Stock, $0.01 par value per share, and (b) one hundred million (100,000,000) shares of Preferred Stock, $0.10 par value per share.

(c)The descriptions of each class of stock of the Corporation are not changed by the Amendment.

          THIRD: The foregoing Amendments to the Charter of the Corporation have been advised by the Board of Directors and approved by the stockholders of the Corporation.

          IN WITNESS WHEREOF, CAPSTEAD MORTGAGE CORPORATION has caused this certificate to be signed in its name and on its behalf by its President and Chief Executive Officer, and witnessed by its Executive Vice President, chief financial officer and Secretary on May 29, 2008.

CAPSTEAD MORTGAGE CORPORATION

/s/ Andrew F. Jacobs

Andrew F. Jacobs, President and Chief Executive Officer

WITNESS:

/s/ Phillip A. Reinsch

Phillip A. Reinsch, Executive Vice President,

Chief financial Officer and Secretary

THE UNDERSIGNED, President and Chief Executive Officer of CAPSTEAD MORTGAGE CORPORATION, who executed on behalf of the Corporation the foregoing Articles of Amendment of which this certificate is a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles of Amendment to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information, and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.

/s/ Andrew F. Jacobs

Andrew F. Jacobs, President and Chief Executive Officer