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CAPSTEAD MORTGAGE CORPORATION

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM
TEN ENT
JT TEN

-
-
-

as tenants in common
as tenants by the entireties
as joint tenants with right of
survivorship and not as tenants
in common

UNIF GIFT MIN ACT_..............Custodian...............
                   (Cust)                        (Minor)
                   under Uniform Gifts to Minors
                   Act..................................
                                 (State)

Additional abbreviations may also be used though not in the above list.

For value received,                 hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

Shares

of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated,

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

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DPB
INCORPORATED UNDER THE LAWS
OF THE STATE OF MARYLAND


THIS CERTIFICATE IS TRANSFERABLE IN
MINNEAPOLIS, MN OR NEW YORK, NY

$1.26 CUMULATIVE CONVERTIBLE
PREFERRED STOCK, SERIES B
PAR VALUE $.10 PER SHARE

The transferability of the shares represented hereby is subject to certain
restrictions and such shares are subject to redemption as provided in the
Charter of the Corporation to which reference is hereby made, to prevent
disqualification of the Corporation from taxation as a real estate investment
trust under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended
(the _Code_), and to prevent ownership of such shares by certain disqualified
organizations, including governmental bodies and tax-exempt entities that are
not subject to tax on unrelated business taxable income, as defined in Section
860E(e)(5) of the Code. A copy of the applicable provisions of the Charter will
be furnished to any stockholder upon request and without charge. The Corporation
will also furnish to any stockholder upon request and without charge a full
statement of the designation, preferences, limitations and relative rights of
the shares of each class of stock of the Corporation authorized to be issued and
the variations in the relative rights and preferences between shares of any
series of any authorized preferred or special class so far as they have been
fixed and determined and the authority of the Board of Directors to classify
unissued shares and to fix and determine the relative rights and preferences
thereof and of any subsequent series of preferred or special classes. Any such
request or requests should be directed to the Secretary of the Corporation at

CAPSTEAD MORTGAGE CORPORATION
2711 North Haskell Avenue, Suite 900
Dallas, TX 75204

CUSIP 14067E 30 8

SEE REVERSE FOR CERTAIN DEFINITIONS

Capstead Mortgage Corporation

This Certifies that


is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE $1.26 CUMULATIVE CONVERTIBLE
PREFERRED STOCK, SERIES B, PAR VALUE $.10 PER SHARE OF

Capstead Mortgage Corporation transferable on the books of the Corporation by
the holder hereof, in person or by duly authorized attorney, upon surrender of
this Certificate properly endorsed. This Certificate and the shares represented
hereby shall be held subject to all of the provisions of the Articles of
Incorporation of the Corporation and all amendments thereto, copies of which are
on file with the Corporation and the Transfer Agent, to all of which the holder,
by his acceptance hereof, assents.This Certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar. Witness the
facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.


Chairman of the Board                                Secretary

Dated:

COUNTERSIGNED AND REGISTERED:
WELLS FARGO BANK MINNESOTA, N.A.
TRANSFER AGENT
AND REGISTRAR
BY


AUTHORIZED SIGNATURE