EXHIBIT 4.3

                            ARTICLES SUPPLEMENTARY

                         $1.26 CUMULATIVE CONVERTIBLE
                           PREFERRED STOCK, SERIES B
                       OF CAPSTEAD MORTGAGE CORPORATION

        CAPSTEAD MORTGAGE CORPORATION, a Maryland corporation, having its 
principal office in Baltimore City, Maryland (hereinafter called the 
"Corporation"), hereby certifies to the State Department of Assessments and 
Taxation of Maryland that:

        Pursuant to authority conferred upon the Board of Directors by the 
Charter, as amended, of the Corporation, the Board of Directors on April 19, 
1996 adopted a resolution, authorizing the classification and issuance of an 
additional 1,500,000 shares of $1.26 Cumulative Convertible Preferred Stock, 
Series B (the "Series B Preferred Stock") and that the powers, designations, 
preferences and relative, participating, optional or other special rights, and 
the qualifications, limitations and restrictions thereof, of the shares of such 
series are the same as set forth in the Articles Supplementary creating the 
Series B Preferred Stock (which Articles Supplementary were filed by the 
Corporation with the State Department of Assessments and Taxation of Maryland on
December 2, 1992 and are hereby incorporated herein by reference) (the 
"Original Articles Supplementary").

        1.    Designation and Number of Shares.  One million five hundred 
thousand (1,500,000) shares of Preferred Stock of the Corporation, par value 
$.10 per share, are hereby designated as the "$1.26 Cumulative Convertible 
Preferred Stock, Series B".

        2.    Dividends.  As set forth in the Original Articles Supplementary.

        3.    Liquidation.  As set forth in the Original Articles Supplementary.

        4.    Voting Rights.  As set forth in the Original Articles 
Supplementary.

        5.    Limitations on Certain Actions.  As set forth in the Original 
Articles Supplementary.

        6.    Redemption.  As set forth in the Original Articles Supplementary.

        7.    Conversion.  As set forth in the Original Articles Supplementary.

        8.    Parity With Respect to Dividends and Distribution Upon 
Liquidation.  As set forth in the Original Articles Supplementary.

 
     IN WITNESS WHEREOF, the undersigned has caused these additional Articles 
Supplementary to be executed this second day of May, 1996.

                                    CAPSTEAD MORTGAGE CORPORATION


                                    By:   /s/     Andrew F. Jacobs
                                       -----------------------------------------
                                                  Andrew F. Jacobs,
                                         Vice President - Control and Treasurer
ATTEST:


     /s/     David Barbour
- -------------------------------------
David Barbour,
Assistant Secretary




     THE UNDERSIGNED, Vice President-Control and Treasurer of THE CORPORATION,
who executed on behalf of the Corporation Articles Supplementary of which this
Certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles Supplementary to be the corporate act of
said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval therefor are true in all
material respects under the penalties of perjury.


                                          /s/     Andrew F. Jacobs
                                   ---------------------------------------------
                                                  Andrew F. Jacobs,
                                         Vice President - Control and Treasurer


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