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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: January 28, 2004

(Date of Earliest Event Reported)

CAPSTEAD MORTGAGE CORPORATION


(Exact Name of Registrant as Specified in its Charter)
         
Maryland
(State of Incorporation)
  1-8896
(Commission File No.)
  75-2027937
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


TABLE OF CONTENTS

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURES
Press Release


Table of Contents

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits.

       
  99.1   Press release issued by Capstead Mortgage Corporation dated January 28, 2004

ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 28, 2004, Capstead Mortgage Corporation issued a press release announcing fourth quarter 2003 earnings results, sets record date for annual meeting and establishes common dividend schedule for 2004.

A copy of the press release is attached as Exhibit 99.1.

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

         
February 2, 2004   By:   /s/ Phillip A. Reinsch
       
        Phillip A. Reinsch
Chief Financial Officer and
Senior Vice President