CAPSTEAD MORTGAGE CORP
424B5, 1998-05-19
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
           Filed Pursuant to Rule 424(b)(5) SEC File No. 333-26865

                            PROSPECTUS SUPPLEMENT
                    (TO PROSPECTUS DATED AUGUST 12, 1997)

                        CAPSTEAD MORTGAGE CORPORATION

                                    100,000

                            SHARES OF COMMON STOCK
                             (PAR VALUE OF $0.01)

                                     8,000
               SHARES OF $1.26 CUMULATIVE CONVERTIBLE PREFERRED,
                         SERIES B (PAR VALUE OF $.10)
                                     
                             -------------------

     Pursuant to an Amended and Restated Sales Agency Agreement dated as of
March 30, 1998 (the "Common Stock Sales Agency Agreement") between Capstead
Mortgage Corporation (the "Company") and PaineWebber Incorporated
("PaineWebber") which has been filed as an exhibit to the Registration Statement
of which this Prospectus Supplement is a part and which is incorporated by
reference herein, the Company has sold, through PaineWebber, as agent of the
Company, 100,000 shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), pursuant to ordinary brokers' transactions on the New York
Stock Exchange (the "NYSE"). Pursuant to an Amended and Restated Sales Agency
Agreement dated as of March 30, 1998 which has been filed as an exhibit to the
Registration Statement of which this Prospectus Supplement is a part and which
is incorporated herein by reference, the Company has sold through PaineWebber,
as agent of the Company, 8,000 shares of the Company's $1.26 Cumulative
Convertible Preferred, Series B, par value $.10 per share (the "Series B
Preferred Stock") pursuant to ordinary brokers' transactions on the NYSE.

COMMON STOCK

     100,000 shares of Common Stock were sold during Pricing Period . .May 11,
1998 through May 15, 1998

<TABLE>

<S>                                                         <C>
Gross Proceeds to Company..................................  $ 1,885,312.50
Commission to Agent........................................  $    25,923.06
                                                             --------------
Net Proceeds to Company....................................  $ 1,859,389.44


On May 15, 1998 the last reported sales price of the Shares
on the NYSE was ...........................................  $      19.1250

SERIES B PREFERRED STOCK

     8,000 shares of Preferred Stock were sold during 
     the Pricing Period ...................................  May 11, 1998 through 
                                                             May 15, 1998


Gross Proceeds to Company .................................  $   118,500.00
Commission to Agent .......................................  $     1,629.41
                                                             --------------
Net Proceeds to Company ................................     $   116,870.59
</TABLE>

On May 15, 1998, the last reported sales price of the shares of Series B
Preferred Stock on the NYSE was $14.7500 per share. 

Note:  S.E.C. fees were not used in arriving at any of the above figures.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                           --------------------------

            THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 19, 1998.



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