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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q/A
                                 Amendment No. 1

       X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
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             SECURITIES EXCHANGE ACT OF 1934


     FOR THE QUARTERLY PERIOD ENDED:  SEPTEMBER 30, 1994

                                       OR

     ______  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:  1-8996

                         CAPSTEAD MORTGAGE CORPORATION
             (Exact name of Registrant as specified in its Charter)

               MARYLAND                          75-2027937
         (State or other jurisdiction of      (I.R.S. Employer
         incorporation or organization)       Identification No.)

       2711 NORTH HASKELL, DALLAS, TEXAS          75204
      (Address of principal executive offices)        (Zip Code)

       Registrant's telephone number, including area code (214) 874-2323

                     2001 BRYAN TOWER, DALLAS, TEXAS 75201
   (Former name, former address and former fiscal year, if changed from last
    report)

The Registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) for Form 10-Q and is therefore filing this Form under the reduced disclosure
format.

Indicate by check mark whether the Registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  YES  X   NO 
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                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.


Common Stock ($.01 par value)                15,296,624 as of November 2, 1994