<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
89,000 SHARES
SHARES OF COMMON STOCK
(PAR VALUE OF $0.01)
12,000 SHARES
SHARES OF $1.26 CUMULATIVE CONVERTIBLE PREFERRED,
SERIES B (PAR VALUE OF $.10)
-------------------
Pursuant to a Sales Agency Agreement dated as of December 6, 1995 (the
"Common Stock Sales Agency Agreement") between Capstead Mortgage Corporation
(the "Company") and PaineWebber Incorporated ("PaineWebber") (as amended by
Amendment No. 1 thereto dated as of September 10, 1996, Amendment No. 2 thereto
dated as of March 4, 1997, Third Amendment thereto dated as of November 17, 1997
and Fourth Amendment thereto dated January 26, 1998) 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, 89,000 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 a Sales Agency Agreement dated as of September 17, 1996 (the
"Preferred Stock Sales Agency Agreement") between the Company and PaineWebber
(as amended by Amendment No. 1 thereto dated as of March 4, 1997 and Second
Amendment thereto dated as of January 26, 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, 12,000 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
Shares sold during Pricing Period . .March 23, 1998 through March 27, 1998
<TABLE>
<S> <C>
5,000 Average Market Price Shares
84,000 Additional Shares
89,000 Total Shares Sold
</TABLE>
Arithmetic Mean of the High and Low Sales
Prices of the shares reported on the NYSE
(the "Average Market Price") for each
Trading Day of the Pricing Period:
<TABLE>
<CAPTION> AVERAGE (OR TOTAL)
3/23/98 3/24/98 3/25/98 3/26/98 3/27/98 FOR PRICING PERIOD
- -------- -------- -------- --------- -------- ------------------
<S> <C> <C> <C> <C> <C>
$20.4063 $20.4063 $20.3125 $19.9375 $19.8750 $20.1875
</TABLE>
<TABLE>
<S> <C> <C>
High and Low Sales Prices at
Which Average Market Shares
were sold during pricing
period................................. $20.5000 $19.8125
</TABLE>
Average Market Price Shares:
<TABLE>
<S> <C>
Gross Proceeds to Company.................................. $ 100,937.50
1.375% Discount............................................ $ 1,387.89
-------------
Net Proceeds to Company.................................... $ 99,549.61
Gross Sales Proceeds....................................... $ 101,437.50
Compensation to Agent...................................... $ 1,887.89
-------------
Net Proceeds to Company.................................... $ 99,549.61
Additional Shares Sold:
Gross Proceeds to Company.................................. $1,694,693.75
Commission to Agent........................................ $ 23,302.05
-------------
Net Proceeds to Company.................................... $1,671,391.70
Total Net Proceeds to Company ............................. $1,770,941.31
Total Compensation to Agent ............................... $ 25,189.94
</TABLE>
On March 27, 1998, the last reported sales price of the Shares on
the NYSE was .............................................. $19.7500
<PAGE> 2
SERIES B PREFERRED STOCK
Pricing Period ....................... March 23, 1998 through
March 27, 1998
<TABLE>
<S> <C> <C>
Shares of Preferred Stock sold .............. 5,000 Average Market Price Shares
7,000 Additional Shares
12,000 Total Shares Sold
</TABLE>
Arithmetic Mean of the High and Low Sales
Prices of the Shared reported on the NYSE
(the "Average Market Price") for each
Trading Day of the Pricing Period:
<TABLE>
<CAPTION>
AVERAGE FOR
3/23/98 3/24/98 3/25/98 3/26/98 3/27/98 PRICING PERIOD
- ------ ------- ------- ------- ------- --------------
<S> <C> <C> <C> <C> <C>
15.2500 $15.1250 $15.2188 $15.3125 $15.2500 $15.2313
</TABLE>
<TABLE>
<S> <C> <C>
High and Low Sales Prices at
which Average Market Shares
were sold during pricing
period ......................... $15.3750 $15.0000
</TABLE>
<TABLE>
<S> <C>
Average Market Price Shares:
Gross Proceeds to Company ....................................................... $ 76,156.25
1.375% Discount ................................................................. $ 1,047.15
------------
Net Proceeds to Company ......................................................... $ 75,109.10
Gross Proceeds to Agent ......................................................... $ 75,900.00
Compensation to Agent ........................................................... $ 790.90
------------
Net Proceeds to Company ......................................................... $ 75,109.10
Additional Shares Sold:
Gross Proceeds to Company ....................................................... $ 105,656.25
Commission to Agent ............................................................. $ 1,452.76
------------
Net Proceeds to Company ......................................................... $ 104,203.49
Total Net Proceeds to Company ................................................... $ 179,312.59
Total Compensation to Agent ..................................................... $ 2,243.66
</TABLE>
On March 27, 1998, the last reported sales price of the shares of Series B
Preferred Stock on the NYSE was $15.2500 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.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 31, 1998.
