8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2005

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))

TABLE OF CONTENTS

	Item 7.01 Regulation FD Disclosure.
SIGNATURES
INDEX TO EXHIBITS
Press Release, Dated February 3, 2005

Item 7.01 Regulation FD Disclosure.

     On February 3, 2005, Capitol Bancorp Ltd. announced its first 2005 quarterly dividend, $0.17 per share, payable March 1, 2005 to shareholders of record as of February 16, 2005. In 2004, Capitol paid $0.17 in the third and fourth quarters, $0.16 in the second quarter and $0.15 in the first quarter.

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. (Registrant)
Date: February 3, 2005	/s/ Joseph D. Reid
	Joseph D. Reid
	Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
99.1	Press Release dated February 3, 2005.

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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
	Contact: Michael M. Moran
	Chief of Capital Markets
	877-884-5662

Capitol Bancorp Declares
50^th Consecutive Quarterly Cash Dividend

LANSING, Mich., and PHOENIX, Ariz.: February 3, 2005: The Board of Directors of Capitol Bancorp Limited (NYSE:CBC) today announced the Corporation’s 50^th consecutive quarterly cash dividend. The dividend of $0.17 per common share is payable March 1, 2005 to shareholders of record as of February 16, 2005 and represents a 13 percent increase over the $0.15 dividend paid in the same period in 2004.

Capitol Bancorp’s Chairman and CEO, Joseph D. Reid, said the Corporation continues to focus on meeting its strategic objective of prudent earning asset growth coupled with opportunistic bank development initiatives in multiple regions of the United States. “Although we continue to face a challenging operating environment, our ability to execute on our unique community bank de novo development model resulted in record earnings for both the fourth quarter of 2004 and the year,” said Reid. He added that current capital levels of nearly $400 million at year-end will support the Corporation’s ongoing development activities. Capitol added its 33^rd community bank in January.

The dividend declaration follows Capitol Bancorp’s recent announcement of record fourth quarter 2004 earnings of nearly $8 million, 26 percent higher than earnings reported for the same period in 2003. Record earnings per share of $0.52 on a diluted basis represented a 16 percent increase versus the $0.45 reported in the fourth quarter of 2004.

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About Capitol Bancorp Limited

Capitol Bancorp Limited is a $3.1 billion community bank development company, with 33 individual bank charters and bank operations in nine states. Capitol Bancorp Limited identifies opportunities for the development of new community banks, raises capital, mentors a community bank through its formative stages, and manages its investments in its community banks. Each community bank has full local decision-making authority and is managed by an on-site president under the direction of a local board of directors composed of business leaders from the bank’s community. Capitol Bancorp Limited was founded in 1988 and has headquarters in Lansing, Mich. and Phoenix, Ariz.