SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.1)*

Capstead Mortgage Corp
- -----------------------------------------------------
(Name of Issuer)

Real Estate Investment Trust
 ----------------------------------------------------
 (Title of Class of Securities)

 14067E10000
- -----------------------------------------------------
(CUSIP Number)

Check the following  box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting  beneficial
ownership  of more  than  five percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no
amendment subsequent thereto reporting  beneficial  ownership of
five percent or less of such class.) (See Rule 13d-7.)

*The  remainder of this cover page shall be filled out for a
reporting  person's initial filing on this form with respect to
the subject class of securities, and for any  subsequent
amendment containing information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities  Exchange  Act of 1934 ("Act") or otherwise  subject to
the liabilities of that section of the Act but  shall be  subject
to all other  provisions  of the Act  (however, see the Notes).

(Continued in the following page(s))
Page 1 of 5 Pages
CUSIP No.14067E10000                  Schedule 13G
Page 2 of 5 Pages

- ------------------------------------------------------------------
1. NAME OF REPORTING PERSON AND SS OR IRS IDENTIFICATION NO. OF
PERSON
    James Grosfeld			###-##-####
    Nancy Grosfeld			###-##-####

- ------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  [  ]
    (b)  [  ]
- ------------------------------------------------------------------
3. SEC USE ONLY

- ------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
     Michigan

- ------------------------------------------------------------------
5. SOLE VOTING POWER
     0
- ------------------------------------------------------------------
6. SHARED VOTING POWER
    1,876,300
- ------------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
    0
- ------------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
    1,876,300
- ------------------------------------------------------------------
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,876,300 (jointly held)
- -----------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

- ------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
      6.82%
- ------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
      IN
- ------------------------------------------------------------------

*SEE INSTRUCTION BEFORE FILLING OUT!

                                    SCHEDULE 13G
Page 3 of 5 Pages

ITEM 1(A).  NAME OF ISSUER:

Capstead Mortgage Corp (the "Company)

ITEM 1(B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            2711 North Haskell Avenue, Suite 900
            Dallas, TX 75204

ITEM 2(A).  NAME OF PERSON FILING:

            James and Nancy Grosfeld

ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE,
RESIDENCE:

	James and Nancy Grosfeld
	20500 Civic Center Drive
	Suite 3000
	Southfield, Michigan 48076

SCHEDULE 13G                Page 4 of 5 Pages

ITEM 2(C).  CITIZENSHIP:

	See item 4 of cover pages

ITEM 2(D).  TITLE OF CLASS OF SECURITIES:

	Real Estate Investment Trust

ITEM 2(E).  CUSIP NUMBER: 14067E10000

	See cover page
ITEM 3.     Not applicable

ITEM 4(A).  AMOUNT BENEFICIALLY OWNED:

	See item 9 of cover pages.

ITEM 4(B).  PERCENT OF CLASS:

	See item 11 of cover pages.

ITEM 4(C).  NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

               (i)  sole power to vote or to direct the vote

 	See item 5 of cover pages.

               (ii) shared power to vote or to direct the vote:

	See item 6 of cover pages.

               (iii) sole power to dispose or to direct the
disposition of

	See item 7 of cover pages.

               (iv) shared power to dispose or to direct the
disposition of

           See item 8 of cover pages.

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

            See item 11 of cover pages.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.

 	Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITIES BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
	Not applicable.
SCHEDULE 13G              Page 5 of 5 Pages


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:

	Not applicable

ITEM 9.     NOTICE OF DISSOLUTION OF GROUP.
	Not applicable

TEM 10.    CERTIFICATION.

By signing  below I certify  that,  to the best of my knowledge
and belief,  the  securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of  and do not have the effect of changing or influencing
the control of  the issuer of such securities  and were not
acquired in  connection with or as a participant in any
transaction  having such purposes or effect.

After  reasonable  inquiry and to the best of my knowledge  and
belief,  I certify that the information set forth in this
statement is true, complete and correct.

                               By:/s/ James Grosfeld

                                      SIGNATURE

                              James Grosfeld, Joint Tenant



				Nancy Grosfeld, Joint Tenant

 NAME AND TITLE
                                  April 3, 2001
                                  ----------------
                                         DATE