8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2011 (January 19, 2011)

CAPITOL BANCORP LTD.

(Exact Name of Registrant as Specified in its Charter)

____________________________

Michigan (State or other jurisdiction of incorporation) 001-31708 (Commission File No.) 38-2761672 (IRS Employer Identification No.)

Capitol Bancorp Center

200 Washington Square North, Lansing, Michigan 48933

(Address of Principal Executive Offices)  (Zip Code)

(517) 487-6555

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a)           On January 19, 2011, NYSE Regulation, Inc. (“NYSE Regulation”) issued a press release to announce its decision to suspend the common stock of Capitol Bancorp Ltd. (“Capitol”) - ticker symbol CBC - as well as the two related securities noted below, prior to the market opening on Thursday, January 27, 2011.

Ticker	Issue
CBC PRA	Capitol Trust I 8.50% Cumulative Trust-Preferred Securities
CBC PRB	Capitol Trust XII 10.50% Trust-Preferred Securities

The decision to suspend Capitol’s common stock was reached in view of the fact that Capitol has fallen below the New York Stock Exchange’s (“NYSE”) continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual, which requires Capitol to maintain an average global market capitalization of not less than $15 million over a consecutive 30 trading-day period.

Capitol had previously fallen below the NYSE’s continued listing standard requiring Capitol to maintain an average closing price of not less than $1.00 over a consecutive 30 trading-day period.

Capitol has a right to a review of this determination by a Committee of the Board of Directors of NYSE Regulation.  Applications to the Securities and Exchange Commission to delist the securities are pending the completion of applicable procedures, including any appeal by Capitol of the NYSE Regulation staff’s decision.  The NYSE noted that it may, at any time, suspend a security if it believes that continued dealings in the security on the NYSE are not advisable.

On January 19, 2011, Capitol issued a press release (a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K) stating that it is taking such actions as are necessary to have the above listed securities quoted on the OTCQB.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release issued January 19, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                                                CAPITOL BANCORP LTD.

Dated: January 19, 2011                                                                                                                                      /s/Cristin K. Reid                                                             

By: Cristin K. Reid

Its:  Corporate President

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued January 19, 2011

EX-99.1

EXHIBIT 99.1

       Capitol Bancorp Center 200 Washington Square North Lansing, MI 48933   2777 East Camelback Road Suite 375 Phoenix, AZ 85016 www.capitolbancorp.com                                              

Analyst Contact:     Media Contact: Michael M. Moran Chief of Capital Markets 877-884-5662   Stephanie Swan Director of Shareholder Services 517-372-7402

Capitol Bancorp Limited’s Common Stock to Trade Over the Counter

LANSING, Mich., and PHOENIX, Ariz.: January 19, 2011 – Capitol Bancorp Limited (“Capitol”) today announced that its common stock will begin trading and be available for quotation on the OTCQB.  The OTCQB is a market tier for OTC traded companies that are registered and reporting with the Securities and Exchange Commission.  Capitol’s securities are no longer eligible for trading on the NYSE as a result of the widely-publicized economic and banking crisis, often referred to as the “Great Recession,” which has led to a challenging operating environment, resulting in deteriorating performance and market value at Capitol over the past few years.

Joseph D. Reid, Chairman and Chief Executive Officer commented: “We expect our equity to continue to be actively traded by and for our shareholders and we are taking steps to facilitate the trading of our common stock on the OTCQB.  We will continue to operate and report as a public company and do not believe that this development will affect our ongoing efforts, including our previously announced comprehensive capital strategy.”

Capitol has been advised by OTC Markets Group Inc., which operates the world's largest electronic marketplace for broker-dealers to trade unlisted stocks, that its common stock is immediately eligible for quotation on the OTCQB tier.  Investors can now view Level II Real Time stock quotes for Capitol at http://www.otcmarkets.com. Capitol is working with  OTC Markets Group Inc. to obtain quotation eligibility on the OTCQB for the 8.5% cumulative trust-preferred securities issued by Capitol Trust I and the 10.5% trust-preferred securities issued by Capitol Trust XII.

Capitol has been notified of a decision by NYSE Regulation, Inc. (“NYSE Regulation”) to suspend trading in Capitol’s common stock (NYSE: CBC), the 8.5% cumulative trust-preferred securities issued by Capitol Trust I (NYSE: CBC PA) and the 10.5% trust-preferred securities issued by Capitol Trust XII (NYSE: CBC PB)  prior to the market opening on Thursday, January 27, 2011. This action was taken because Capitol has not satisfied the New York Stock Exchange’s (“NYSE”) continued listing standard requiring Capitol to maintain an average global market capitalization of not less than $15 million over a consecutive 30 trading-day period.  Application to the Securities and Exchange Commission to delist the above referenced securities is pending the completion of applicable procedures, including Capitol’s right to request a review of this determination by a Committee of the Board of Directors of the NYSE. 

About Capitol Bancorp Limited

Capitol Bancorp Limited is a $4.2 billion national community banking company, with a network of bank operations in 14 states.  Founded in 1988, Capitol Bancorp Limited has executive offices in Lansing, Michigan and Phoenix, Arizona.

About OTC Markets Group

OTC Markets Group Inc. (OTCQX: OTCM) operates the world's largest electronic marketplace for broker-dealers to trade unlisted stocks. Its OTC Link platform supports an open network of competing broker-dealers that provide investors with the best prices in over 10,000 OTC securities. In 2010, securities on OTC Link traded over $144 billion in dollar volume, making it the third largest U.S. equity trading venue after NASDAQ and the NYSE. The wide spectrum of OTC-traded companies are categorized into three tiers—OTCQX (the quality-controlled marketplace for investor friendly companies), OTCQB (the U.S. reporting company marketplace for development stage companies), and OTC Pink (the speculative trading marketplace).  This categorization enables investors to identify the level and quality of information companies provide.&# 160; To learn more about the OTC Markets Group, visit www.otcmarkets.com.

Cautionary Statement and Certain Risk Factors to Consider

Certain information contained in the attached press release may include “forward-looking statements.”  These forward-looking statements relate to Capitol’s plans for raising capital, including transactions described in the attached press release, the conditions necessary for closing on proposed capital investments and the exchange offers for common shares, Capitol’s future growth and market position and the execution of its business plans.  There can be no assurance that Capitol will be able to close on the transactions with investors and obtain required capital, or that other actual results, performance or achievements of Capitol will not differ materially from those expressed or implied by forward-looking statements.  Factors that could cause actual events or results to differ sig nificantly from those described in the forward-looking statements include, but are not limited to, Capitol’s ability to complete the transactions announced today and other aspects of Capitol’s recapitalization and recovery plans.  For details on these and other factors that could affect expectations, see the cautionary language included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Capitol’s Annual Report on Form 10-K for the year ended December 31, 2009, the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, and other filings with the SEC.