EXHIBIT 5.2

                 [LETTERHEAD OF PIPER & MARBURY APPEARS HERE]

                                April 30, 1996



Capstead Mortgage Corporation
2711 North Haskell Avenue
Suite 900
Dallas, Texas 75204

Ladies and Gentlemen:

        We have acted as special Maryland counsel for Capstead Mortgage
Corporation, a Maryland corporation (the "Company"), in connection with Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 
33-57164) which was filed by the Company under the Securities Act of 1933, as
amended (the "Registration Statement"), and which registers certain shares of
the Company's $1.26 Cumulative Convertible Preferred Stock, Series B, par value
$0.10 per share (the "Series B Preferred Stock"), to be issued pursuant to the
Company's Series B Preferred Stock Dividend Reinvestment Plan (the "Plan") and
an indeterminate number of shares of the Company's Common Stock, $0.01 par value
per share (the "Common Stock") into which the Series B Preferred Stock is
convertible. In that capacity, we have reviewed the charter and by-laws of the
Company, the Registration Statement, the corporate action taken by the Company
that creates the Plan and provides for issuance of up to 1,500,000 shares of the
Series B Preferred Stock pursuant thereto and the Common Stock into which such
shares are convertible, and such other materials and matters as we have deemed
necessary to the issuance of this opinion.

        Based upon the foregoing, as of the date hereof, we are of the opinion 
that up to 1,500,000 shares of the Company's Series B Preferred Stock and the 
Common Stock into which such shares are initially convertible have been duly and
validly authorized and, upon issuance or delivery thereof as contemplated in the
Registration Statement, will be, under the general corporate law of the State of
Maryland, legally issued, fully paid and non-assessable.     
 

 
    
                                                                 PIPER & MARBURY
                                                                      L.L.P.

Capstead Mortgage Corporation
April 30, 1996
Page 2


     This opinion is solely for the benefit of the addressee hereof, and, 
without our prior written consent, may not be quoted in whole or in part or 
otherwise referred to in any legal opinion, document, or other report, and may 
not be furnished to any person or entity except that Andrews & Kurth L.L.P. is 
authorized to rely on this opinion in rendering its opinion to be filed as an 
exhibit to the Registration Statement.  We consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference to our firm and
to our opinion in the Registration Statement and Prospectus which is part 
thereof.  This opinion is delivered as of the date hereof and we disclaim any 
responsibility to update this opinion at any time following the date hereof.


                                                Very truly yours,

                                                /s/ PIPER & MARBURY L.L.P.