Exhibit 5.1
 
                [LETTERHEAD OF ANDREWS & KURTH APPEARS HERE]



                               February 25, 1994



Capstead Mortgage Corporation
2001 Bryan Tower
Suite 3300
Dallas, Texas   75201


     Re:  Capstead Mortgage Corporation
          Registration Statement on Form S-3
          Stockholder Investment Program

Ladies and Gentlemen:

     We have acted as counsel for Capstead Mortgage Corporation, a Maryland
corporation (the "Company"), in connection with a Registration Statement on Form
S-3 filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Registration Statement"), covering shares of the
Company's common stock, par value $.01 per share ("Common Stock"), to be offered
pursuant to the Capstead Mortgage Corporation Stockholder Investment Program
(the "Program").  In that capacity, we have examined the charter and bylaws of
the Company, the Registration Statement, the corporate action taken by the
Company that creates the Program and provides for the issuance of up to
1,000,000 shares of the Common Stock pursuant thereto, and such other materials
and matters as we have deemed necessary to the issuance of this opinion.

     In all such examinations, we have assumed the genuineness of all
signatures, the authority to sign of all signatories, the due execution of all
original and cetified documents, and the conformity to the original and
certified documents of all copies submitted to us as conformed or photostatic
copies.  As to various questions of fact material to our opinion, we have relied
upon statements and certificates of officers of the Company, public officials
and others.

     Based upon such examination and the qualifications herein specified and in
reliance thereon, we are of the opinion that the 1,000,000 shares of the
Company's Common Stock to be offered pursuant to the Program have been duly and
validly authorized and, upon issuance or delivery thereof as contemplated in the
Registration Statement, will be legally issued, fully paid and non-assessable.

 
Capstead Mortgage Corporation
February 25, 1994
Page 2




     To the extent that the opinion set forth herein is governed by the laws of
the State of Maryland, we have relied solely on, and our opinion is subject to
the limitations and assumptions set forth in, the opinion of Piper & Marbury,
dated February 25, 1994 and addressed to the Company and upon which we are
authorized to rely.  We have made no independent examination of the laws of the
State of Maryland.

     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.  We consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to this
firm in the Registration Statement and Prospectus which is a 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,

                              ANDREWS & KURTH L.L.P.



                              By:/s/ David Barbour
                                 ---------------------------------
                                   David Barbour, Partner
                                                            


DAB/red