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 1, 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

On May 1, 2009 at 9:00 a.m. ET, Capstead Mortgage Corporation is hosting a conference call and audio webcast to discuss first quarter financial results with the investment community. A copy of the slide show presentation referenced and made available in connection with the conference call and audio webcast is attached hereto as Exhibit 99.1.

The conference call may be accessed by dialing toll free (877) 407-0778 in the U.S. and Canada or (201) 689-8565 for international callers. The replay will be available through Friday, May 15, 2009 and can be accessed by dialing toll free (877) 660-6853 in the U.S. and Canada or (201) 612-7415 for international callers and entering account number 286 and conference ID 318445.

A live audio webcast of the conference call can be accessed in the investor relations section of the Company’s website at www.capstead.com or at www.investorcalendar.com. Please allow extra time prior to the call to download and install any needed audio software. An audio archive of the webcast will be available for approximately 60 days on the Company’s website at www.capstead.com.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(b) Exhibits.

99.1 Investor presentation materials dated May 1, 2009.

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 1, 2009	By:	/s/ Phillip A. Reinsch
		Phillip A. Reinsch
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CAPSTEAD FIRST QUARTER 2009 EARNINGS CONFERENCE CALL INVESTOR PRESENTATION May 1, 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.

About Capstead and Its Investment Strategy 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 investment strategy is managing a leveraged portfolio of residential mortgage pass-through securities consisting almost exclusively of residential adjustable-rate mortgage, or 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.

Market Snapshot

Capstead's Long-term Investment Capital Mar '06 Jun '06 Sep '06 Dec '06 Mar '07 Jun '07 Sep '07 Dec '07 Mar '08 Jun '08 Sep '08 Dec '08 Mar '09 Common 155 142 159 160 171 165 150 381 473 588 587 581 659 Perpetual Preferred 180 180 180 180 180 180 180 180 180 180 179 179 179 Trust Preferred 75 75 100 100 100 100 100 100 100 100 100 100 100 Total 410 397 439 440 451 445 430 661 753 868 866 860 939 $ in millions (68%) (35%) (58%) (68%) (63%) (68%) (70%)

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%.

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. 64% 36%

Comparative Income Statement (in thousands, except per share amounts) (unaudited) See page 14 for discussion of use of financing spread on mortgage assets, a non-GAAP financial measure.

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

Financing Spreads on Mortgage Assets* Fed Funds vs. 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 seasonality 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 14 for discussion of use of financing spread on mortgage assets, a non-GAAP financial measure.

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

Yield / Cost Analysis (in thousands) S ee page 14 for discussion of use of financing spread on mortgage assets, a non-GAAP financial measure.

Sources of Financing 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.

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