SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)

SOUTHERN MICHIGAN BANCORP, INC.
(Name of the Issuer)

SOUTHERN MICHIGAN BANCORP, INC.
SMB MERGER COMPANY
(Names of Persons Filing Statement)

Common Stock
(Title of Class of Securities)

84336P103
(Cusip Number of Class of Securities)

Danice Chartrand Senior Vice President and Chief Financial Officer Southern Michigan Bancorp, Inc. 51 West Pearl Street Coldwater, MI 49036 (517) 279-5500	Copy to: Gordon R. Lewis Warner Norcross & Judd LLP 111 Lyon Street, NW, Suite 900 Grand Rapids, MI 49503-2487 (616) 752-2000
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

This statement is filed in connection with (check the appropriate box):

A.	[X]	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934 ("the Exchange Act").
B.	[  ]	The filing of a registration statement under the Securities Act of 1933.
C.	[  ]	A tender offer.
D.	[  ]	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
$2,716,778(1)	$344.22

(1)	The transaction valuation was determined by multiplying $29.00 per share, the proposed per share cash purchase price for shares that will be eliminated by the merger, by 93,682 shares, the number that the issuer estimates will be eliminated by the merger.
x	Check the box if any part of the fee is offset as provided by Section 240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $242.64 & $101.58	Filing Party: Southern Michigan Bancorp, Inc.
Form or Registration No.: Preliminary Schedule 14A	Date Filed: September 3 and October 29, 2004

RULE 13E-3 TRANSACTION STATEMENT

          This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed by Southern Michigan Bancorp, Inc. (the "Company") and SMB Merger Company ("SMB Merger Co.") on September 3, 2004, as amended on October 12 and 29, 2004, is filed by the Company and SMB Merger Co. in connection with the proposed merger of the Company and SMB Merger Co., a wholly owned subsidiary of the Company, in which the Company will be the surviving corporation. Upon approval of an Agreement and Plan of Merger (the "Plan of Merger") by the Company's shareholders, it is expected that the merger will be effected the filing of a certificate of merger with the Michigan Department of Labor and Economic Growth.

          Pursuant to the Plan of Merger, SMB Merger Co. will merge with and into the Company. Each shareholder of the Company holding of record fewer than 500 shares of Common Stock immediately before the effective time of the merger will receive $29.00 per share in cash, without interest, and each shareholder of the Company holding of record 500 or more shares immediately before the effective time of the merger will continue to hold the same number of shares after the merger and will not receive any cash. If the merger is completed, it is expected that the Company will have fewer than 300 shareholders of its Common Stock and will terminate the registration of its Common Stock under the Securities Exchange Act of 1934 (the "Exchange Act").

          Filed as Exhibits (a)(1) and (a)(2), respectively, are a Notice of Special Meeting of Shareholders and Proxy Statement (the "Proxy Statement") and a form of Proxy that will accompany the Proxy Statement. The Proxy Statement will be distributed to the Company's shareholders in connection with a Special Meeting of Shareholders to be held on January 12, 2005, for the purpose of voting on a proposal to approve the Plan of Merger and a proposal to amend the Company's articles of incorporation.

          The Company has securities registered under the Exchange Act and consequently is subject to Regulation 14A of the Exchange Act. The Company is filing this Schedule 13E-3 with the Securities and Exchange Commission contemporaneously with a definitive proxy statement filed by the Company pursuant to Regulation 14A of the Exchange Act.

          In accordance with General Instruction F to Schedule 13E-3, the information set forth in the Proxy Statement (including the appendices thereto) is incorporated herein by reference in response to Items 1-14 of Schedule 13E-3, in the manner and to the extent specified below. In addition, the Company has incorporated by reference certain financial information contained in its Annual Report on Form 10-K and Quarterly Report on Form 10-Q as specified below. SMB Merger Co. was organized solely for the purposes of the merger. It is controlled entirely by the Company and its directors and officers are directors and officers of the Company. It has engaged in no independent analysis of the merger. SMB Merger Co. expressly adopts the disclosures, conclusions and analyses of the Company.

This Schedule 13E-3 contains forward-looking statements. The forward-looking statements are based on management's beliefs, assumptions, current expectations, estimates and projections about the Plan of Merger, the merger, the Company itself, the economy and the banking industry itself. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans,"

"predicts," "projects," variations of such words and similar expressions (whether contained in this Schedule 13E-3 or incorporated into this schedule by reference) are intended to identify such forward-looking statements. These statements include financial forecasts, which are of limited value due to the fact that they are only judgments which are dependent upon many assumptions; neither Southern Michigan nor SMB Merger Co. make any representations or warranties regarding the accuracy of these forecasts. The forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Actual results and outcomes may materially differ from what may be expressed or forecasted. Risk factors include, but are not limited to, changes in banking laws and regulations; changes in securities and tax laws; changes in governme! ntal and regulatory policy; changes in the national and local economy; changes in costs and other assumptions used in forecasting management's expectations concerning the costs and cost savings associated with the merger; the ability of the Company to implement effectively the merger; and the ability to and speed with which the Company may achieve all cost savings anticipated from the merger. These are representative of the risk factors that could cause a difference between an ultimate actual outcome and a forward-looking statement.

Item 1. Summary Term Sheet.

          The section captioned "SUMMARY" in the Proxy Statement (pages 2-3) is here incorporated by reference.

Item 2. Subject Company Information.

          (a) Name and address. The "Notice of Special Meeting of Shareholders" and section captioned "INFORMATION ABOUT SOUTHERN MICHIGAN AND ITS AFFILIATES-General" in the Proxy Statement (page 33) are here incorporated by reference.

          (b) Securities. The section captioned "INFORMATION ABOUT SOUTHERN MICHIGAN AND ITS AFFILIATES-Description of Common Stock" in the Proxy Statement (page 39) is here incorporated by reference.

          (c) Trading market and price. The section captioned "INFORMATION ABOUT SOUTHERN MICHIGAN AND ITS AFFILIATES-Market for Common Stock and Dividend Information" in the Proxy Statement (pages 38-39) is here incorporated by reference.

          (d) Dividends. The section captioned "INFORMATION ABOUT SOUTHERN MICHIGAN AND ITS AFFILIATES-Market for Common Stock and Dividend Information" in the Proxy Statement (pages 38-39) is here incorporated by reference.

          (e) Prior public offerings. None.

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          (f) Prior stock purchases. The section captioned "INFORMATION ABOUT SOUTHERN MICHIGAN AND ITS AFFILIATES-Stock Repurchases" in the Proxy Statement (page 38) is here incorporated by reference.

Item 3. Identity and Background of Filing Person.

          (a) Name and address. The "Notice of Special Meeting of Shareholders" and sections captioned "INFORMATION ABOUT SOUTHERN MICHIGAN AND ITS AFFILIATES-General" and "-Directors and Executive Officers" in the Proxy Statement (pages 33 and 33-35, respectively) are here incorporated by reference.

          (b) Business and background of entities. Not applicable.

          (c) Business and background of natural persons. The section captioned "INFORMATION ABOUT SOUTHERN MICHIGAN AND ITS AFFILIATES-Directors and Executive Officers" in the Proxy Statement (pages 33-35) is here incorporated by reference.

Item 4. Terms of the Transaction.

          (a) Mergers or similar transactions. The sections captioned "THE TRANSACTION-Material Terms," "SPECIAL FACTORS-Reasons for the Merger" and "-Effects of the Merger" and "MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF MERGER" in the Proxy Statement (pages 22-24, 5-6, 6-7 and 28-30, respectively) are here incorporated by reference.

          (c) Different terms. The section captioned "SPECIAL FACTORS-Effects of the Merger" in the Proxy Statement (pages 6-7) is here incorporated by reference.

          (d) Appraisal rights. The section captioned "DISSENTERS' RIGHTS" in the Proxy Statement (pages 26-28) is here incorporated by reference.

          (e) Provisions for unaffiliated security holders. The section captioned "SPECIAL FACTORS-Fairness; Recommendation of Board of Directors - Fair Process Considerations" in the Proxy Statement (pages 13-15) is here incorporated by reference.

          (f) Eligibility for listing or trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

          The section captioned "INFORMATION ABOUT SOUTHERN MICHIGAN AND ITS AFFILIATES-Past Contacts, Transactions, Negotiations and Agreements" in the Proxy Statement (page 35) is here incorporated by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

          (b) Use of securities acquired. The section captioned "INFORMATION ABOUT SOUTHERN MICHIGAN AND ITS AFFILIATES-Use of Securities Acquired and Plans or Proposals" in the Proxy Statement (pages 35-36) is here incorporated by reference.

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          (c) Plans. (1) and (6-8) The sections captioned "THE TRANSACTION-Certain Consequences of the Merger" and "-Termination of Exchange Act Registration" and "INFORMATION ABOUT SOUTHERN MICHIGAN AND ITS AFFILIATES-Use of Securities Acquired and Plans or Proposals" and "-Market for Common Stock and Dividend Information" in the Proxy Statement (pages 24, 25-56, 35-36 and 38-39, respectively) are here incorporated by reference.

          (2-5) None.

Item 7. Purposes, Alternatives, Reasons and Effects.

          (a) Purposes. The section captioned "SPECIAL FACTORS-Reasons for the Merger" in the Proxy Statement (pages 5 - 6) is here incorporated by reference.

          (b) Alternatives. The section captioned "SPECIAL FACTORS-Fairness; Recommendation of Board of Directors - Fair Process Considerations" in the Proxy Statement (pages 13-15) is here incorporated by reference.

          (c) Reasons. The section captioned "SPECIAL FACTORS-Reasons for the Merger" in the Proxy Statement (pages 5 - 6) is here incorporated by reference.

          (d) Effects. The sections captioned "SPECIAL FACTORS-Effects of the Merger," "THE TRANSACTION-Termination of Exchange Act Registration" and "MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF MERGER" in the Proxy Statement (pages 6-7, 25-26 and 28-30, respectively) are here incorporated by reference.

Item 8. Fairness of the Transaction.

          (a) Fairness. The section captioned "SPECIAL FACTORS-Fairness; Recommendation of Board of Directors" in the Proxy Statement (pages 10-15) is here incorporated by reference.

          (b) Factors considered in determining fairness. The section captioned "SPECIAL FACTORS-Fairness; Recommendation of Board of Directors" in the Proxy Statement (pages 10-15) is here incorporated by reference.

          (c) Approval of security holders. The section captioned "SPECIAL FACTORS-Fairness; Recommendation of Board of Directors" in the Proxy Statement (pages 10-15) is here incorporated by reference.

          (d) Unaffiliated representative. The section captioned "SPECIAL FACTORS-Fairness; Recommendation of Board of Directors - Fair Process Considerations" in the Proxy Statement (pages 13-15) is here incorporated by reference.

          (e) Approval of Directors. The section captioned "SPECIAL FACTORS-Fairness; Recommendation of Board of Directors" in the Proxy Statement (pages 10-15) is here incorporated by reference.

          (f) Other offers. Not applicable.

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Item 9. Reports, Opinions, Appraisals and Negotiations.

          The section captioned "SPECIAL FACTORS-Opinion of Financial Advisor" in the Proxy Statement (pages 15-22) is here incorporated by reference.

Item 10. Source and Amounts of Funds or Other Consideration.

          (a) Source of funds. The section captioned "THE TRANSACTION-Financing of the Merger" in the Proxy Statement (page 25) is here incorporated by reference.

          (b) Conditions. Not applicable.

          (c) Expenses. The section captioned "THE TRANSACTION-Financing of the Merger" in the Proxy Statement (page 25) is here incorporated by reference.

          (d) Borrowed funds. Not applicable.

Item 11. Interest in Securities of the Subject Company.

          The section captioned "INFORMATION ABOUT SOUTHERN MICHIGAN AND ITS AFFILIATES-Voting Securities and Principal Holders" in the Proxy Statement (pages 36-37) is here incorporated by reference.

Item 12. The Solicitation or Recommendation.

          The section captioned "INTERESTS OF CERTAIN PERSONS" in the Proxy Statement (page 26) is here incorporated by reference.

Item 13. Financial Statements.

          The sections captioned "SELECTED FINANCIAL DATA" and "PRO FORMA FINANCIAL STATEMENTS" in the Proxy Statement (pages 42-49) are here incorporated by reference. In addition, the audited financial statements in the Company's Annual Report on Form 10-K as of and for the year ended December 31, 2003 (pages FS1 - FS26) and unaudited interim financial statements in the Company's Quarterly Report on Form 10-Q as of and for the quarter ended September 30, 2004 (pages 1- 6) are here incorporated by reference. The information incorporated by reference may be accessed electronically at the SEC's website at http://www.sec.gov.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

          The section captioned "ADDITIONAL SPECIAL MEETING INFORMATION-Solicitation of Proxies" in the Proxy Statement (page 32) is here incorporated by reference.

Item 15. Additional Information.

          None.

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Item 16. Exhibits.

(a)(1)	Notice of Special Meeting of Shareholders and Definitive Proxy Statement of Southern Michigan Bancorp, Inc. for January 12, 2005, Special Meeting of Shareholders (filed with the SEC on December 1, 2004, and here incorporated by reference).
(a)(2)	Form of Proxy for January 12, 2005, Special Meeting of Shareholders.
(c)(1)	Valuation Opinion and Report of Financial Consultant. (Previously filed as Exhibit (c)(1) to the Company's Amendment No. 1 to Schedule 13E-3 filed October 12, 2004. Here incorporated by reference.)
(c)(2)	Fairness Opinion of Financial Consultant (the form of opinion appears at Appendix C to Exhibit (a)(1), and is here incorporated by reference).
(f)	Description of Dissenters' Rights and Procedures for Exercise (included in the Proxy Statement filed as Exhibit (a)(1), and here incorporated by reference).
(x)	Consent of Independent Registered Public Accounting Firm. (Previously filed as Exhibit (x) to the Company's Schedule 13E-3 filed September 3, 2004. Here incorporated by reference.)

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SOUTHERN MICHIGAN BANCORP, INC.

/s/ Danice L. Chartrand

Danice L. Chartrand
Chief Financial Officer

December 1, 2004

SMB MERGER COMPANY

/s/ Danice L. Chartrand

Danice L. Chartrand
Chief Financial Officer

December 1, 2004

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EX-99.1

EXHIBIT 99.1

P R O X Y Southern Michigan Bancorp, Inc.
51 West Pearl Street
Coldwater, Michigan 49036

Special Meeting of Shareholders-January 12, 2005

                    The undersigned shareholder appoints Jaylen T. Johnson and Danice L. Chartrand, or either of them, each with the power to appoint his or her substitute, attorneys and proxies to represent the shareholder and to vote and act with respect to all shares that the shareholder would be entitled to vote at the special meeting of shareholders of Southern Michigan Bancorp, Inc., to be held on January 12, 2005, and at any adjournment of that meeting, on all matters that come before the meeting.

	1.	Proposal to approve the Agreement and Plan of Merger:
o  FOR             o  Against             o  Abstain
Your Board of Directors recommends that you vote FOR the proposal.
	2.	Proposal to adopt an amendment to the Articles of Incorporation to add new Article XIV (contingent on shareholder approval of the Agreement and Plan of Merger):
o  FOR             o  Against             o  Abstain
Your Board of Directors recommends that you vote FOR the proposal.

                    This proxy is solicited by the Board of Directors. If this proxy is properly signed and delivered, the shares represented by this proxy will be voted as specified. If the shareholders do not approve the Agreement and Plan of Merger, no vote will be taken on the proposed amendment to the Articles of Incorporation. If no specification is made, the shares will be voted for the Agreement and Plan of Merger and, if the Agreement and Plan of Merger is approved, for the proposed amendment. The shares represented by this proxy will be voted in the discretion of the proxies on any other matter that may come before the meeting or any adjournment of the meeting, including any proposal to adjourn the meeting. As of the date of the Company's proxy statement for this meeting, the Company was not aware of any proposal which is to be presented at the meeting other than those listed above. Because the only business which may be consid ered at a special meeting is the purpose for which it is called and stated in the notice, there will be no other substantive proposal to consider at this special meeting.

Dated:  ______________, 2004	Please sign exactly as your name appears on this proxy. If signing for estates, trusts or corporations, title or capacity should be stated. If shares are held jointly, each holder should sign.
	X
	Signature
	X
	Signature if held jointly

IMPORTANT

Please sign, date and return this proxy
promptly in the enclosed envelope.

COVER

Warner Norcross & Judd LLP
Attorneys at Law
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

Telephone (616) 752-2000
Fax (616) 752-2500

December 1, 2004

EDGAR TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Southern Michigan Bancorp, Inc.
Commission File No. 2-78178
Schedule 13E-3/Amendment No. 3

Ladies and Gentlemen:

                    Transmitted with this letter is a Schedule 13E-3/Amendment No. 3 for Southern Michigan Bancorp, Inc. ("Southern Michigan").

                    This filing is transmitted electronically through the EDGAR system and is subject to Regulation S-T. Pursuant to Rule 309, only one copy of this electronically formatted document is transmitted. Pursuant to Rule 102, all exhibits to the transaction statement are filed herewith in electronic format.

                    This firm has on file a manually signed counterpart of each signed document that appears in electronic format in the filing. We hereby undertake, on behalf of Southern Michigan, to retain such signed documents for a period of five years and to furnish any such signed document to the Commission or its staff upon request.

                    If the Commission staff has any comments or will require any further information, please call me at (616) 752-2714.

                                                                                Very truly yours,

                                                                                /s/ Mark E. Spitzley

                                                                                Mark E. Spitzley
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