[TEXT]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Name of Issuer: Capstead Mortgage Corporation
Title of Class of Securities: Common Stock, par value $0.01 per
share
CUSIP Number: 14067E 10
No fee is required with respect to this filing.
*The remainder of this cover page shall be filled out for
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 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).
<PAGE>
1. Name of Reporting Person: Howard Hughes Medical Institute
I.R.S. Identification No. of Above Person: 59-0735717
2. Not Applicable.
3. SEC Use Only.
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 925,780 (includes, pursuant to Rule 13d-
3(d)(1)(i)(B), 175,780 shares that would be received upon
conversion of 550,000 shares of issuer's series B convertible
preferred stock held by the Institute)
6. Shared Voting Power: 0
7. Sole Dispositive Power: 925,780 (includes, pursuant to
Rule 13d-3(d)(1)(i)(B), 175,780 shares that would be received
upon conversion of 550,000 shares of issuer's series B
convertible preferred stock held by the Institute)
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 925,780 (includes, pursuant to Rule 13d-3(d)(1)(i)(B),
175,780 shares that would be received upon conversion of 550,000
shares of issuer's series B convertible preferred stock held by
the Institute)
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*
11. Percent of Class Represented by Amount in Row 9: 6.0%
(includes, pursuant to Rule 13d-3(d)(1)(i)(B), 175,780 shares
that would be received upon conversion of 550,000 shares of
issuer's series B convertible preferred stock held by the
Institute)
12. Type of Reporting Person*: EP
<PAGE>
Item 1.
(a) Name of Issuer: Capstead Mortgage Corporation ("CMC").
(b) Address of Issuer's Principal Executive Offices: 2001
Bryan Tower, Dallas, Texas 75265.
Item 2.
(a) Name of Person Filing: Howard Hughes Medical
Institute.
(b) Address of Principal Business Office: 4000 Jones
Bridge Road, Chevy Chase, Maryland 20815-6789.
(c) Citizenship: Delaware not-for-profit corporation.
(d) Title of Class of Securities: Common Stock, par value
$0.01 per share of CMC.
(e) CUSIP Number: 14067E 10 0.
Item 3. If this statement is being filed pursuant to Rule 13d-
1(b) or 13d-2(b), check whether the person filing is: X
Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund.
Item 4. Ownership.
(a) Amount Beneficially Owned: 925,780, which includes,
pursuant to Rule 13d-3(d)(1)(i)(B), 175,780 shares that
would be received upon conversion of 550,000 shares of
issuer's series B convertible preferred stock held by
the Institute.
(b) Percent of Class: 6.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 925,780
(see item 4(a), above).
(ii) Shared power to vote or to direct the vote: 0.
(iii)Sole power to dispose or to direct the
disposition: 925,780 (see item 4(a), above).
(iv) Shared power to dispose or to direct the
disposition: 0.
Item 5. Ownership of Five Percent or Less of a Class: N/A.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person: N/A.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company: N/A.
Item 8. Identification and Classification of Members of the
Group: N/A.
Item 9. Notice of Dissolution of Group: N/A.
Item 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.
SIGNATURE
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.
Date: February 14, 1994
By: s/s Jose E. Trias
Jose E. Trias, Esq.
Vice President and General Counsel
