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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 2)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-08896
 CAPSTEAD MORTGAGE CORPORATION
  Maryland
(State or other jurisdiction of 
incorporation or organization)
    
    75-2027937
(I.R.S. Employer
Identification No.)8401 North Central Expressway, Suite 800, Dallas, TX
(Address of principal executive offices)
    
    75225
(Zip Code)
 (214) 874-2323
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Exchange on Which RegisteredCommon Stock ($0.01 par value)
    
    New York Stock Exchange$1.60 Cumulative Preferred Stock, Series A ($0.10 par value)
    
    New York Stock Exchange$1.26 Cumulative Convertible Preferred Stock, Series B ($0.10 par value)
    
    New York Stock Exchange
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  Large accelerated filer o   
    Accelerated filer þ
    Non-accelerated filer o
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
 At June 30, 2007 the aggregate market value of the voting common stock held by nonaffiliates was
$182,500,966.
 Number of shares of Common Stock outstanding at March 3, 2008: 49,558,108
 DOCUMENTS INCORPORATED BY REFERENCE:
 (1)
    
    Portions of the Registrants Annual Report to Stockholders for the year ended December 31,
2007 are incorporated by reference into Parts I, II and IV.(2)
    
    Portions of the Registrants definitive Proxy Statement, issued in connection with the 2008
Annual Meeting of Stockholders of the Registrant, are incorporated by reference into Part III.




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CAPSTEAD MORTGAGE CORPORATION
2007 FORM 10-K/A ANNUAL REPORT
(Amendment No. 2)
TABLE OF CONTENTS
 PagePART IEXPLANATORY NOTE  RECLASSIFYING RESTATEMENT
    
    
    1ITEM 1.
    
    Business
    
    
    1ITEM 1A.
    
    Risk Factors
    
    
    2ITEM 1B.
    
    Unresolved Staff Comments
    
    
    2PART II
(Updated for page references to Exhibit 13)ITEM 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    
    2ITEM 6.
    
    Selected Financial Data
    
    
    2ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    2ITEM 7A.
    
    Quantitative and Qualitative Disclosures About Market Risks
    
    
    3ITEM 8.
    
    Financial Statements and Supplementary Data
    
    
    3ITEM 9A.
    
    Controls and Procedures
    
    
    3PART III
(Omitted from this Amendment No. 2)PART IVITEM 15.
    
    Exhibits and Financial Statement Schedules
    
    
    3SIGNATURES
    
    
    
    
    5EX-13EX-23EX-31.1EX-31.2EX-32




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PART I
 
 EXPLANATORY NOTE  RECLASSIFYING RESTATEMENT
     
 ITEM 1. BUSINESS (updated for changes necessitated by the restatement).
   Regulation and Related Matters
  1




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Forward-looking Statements
  
 ITEM 1A. RISK FACTORS (updated for page references to Exhibit 13).
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 PART II
(updated for changes necessitated by this restatement)
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
  
 ITEM 6. SELECTED FINANCIAL DATA.
  
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  2




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS.
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
  
 PART III
(Omitted from this Amendment No. 2)
 
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    Documents filed as part of this report:
 1.
    
    The following restated consolidated financial statements of the Company, included
in the Amended 2007 Annual Report to Stockholders, are incorporated herein by reference:
 PageConsolidated Statements of Income 
Three Years Ended December 31, 2007 (as Restated)
    
    *Consolidated Balance Sheets  December 31, 2007 and 2006
    
    *Consolidated Statements of Stockholders Equity 
Three Years Ended December 31, 2007
    
    *Consolidated Statements of Cash Flows 
Three Years Ended December 31, 2007
    
    *Notes to Consolidated Financial Statements  December 31, 2007
    
    *
 2.
    
    Financial Statement Schedules  All schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have been
omitted.
 
 *
    
    Incorporated herein by reference from the Companys Amended Annual Report to
Stockholders for the year ended December 31, 2007, filed herewith as Exhibit 13. 
 3




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3.
    
    Exhibits:Exhibits unaffected by this Amendment No. 1 have been omitted.
 ExhibitNumber
    
    DESCRIPTION13
    
    Portions of the Companys Amended Annual Report to Stockholders for the year
ended December 31, 2007.*23
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.*31.1
    
    Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.*32
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 *
    
    Filed herewith. 4




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SIGNATURES
  CAPSTEAD MORTGAGE CORPORATION
RegistrantDate:  January 27, 2009
    By:
    /s/ ANDREW F. JACOBSAndrew F. JacobsPresident and Chief Executive OfficerDate:  January 27, 2009
    By:
    /s/ PHILLIP A. REINSCHPhillip A. ReinschExecutive Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer) 5




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INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION13
    
    Portions of the Companys Amended Annual Report to Stockholders for the year
ended December 31, 2007.*23
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.*31.1
    
    Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.*32
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 *
    
    Filed herewith.