S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 2006

Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Dearborn Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Michigan
(State or jurisdiction of incorporation or organization) 38-3073622
(I.R.S. Employer Identification No.)

1360 Porter Street
Dearborn, Michigan 48124-2823
(313) 565-5700
(Address, including zip code, and telephone number, including area code of registrant’s principal executive office)

COMMUNITY BANK OF DEARBORN 401(K) PLAN
(Full Title of the Plan)

MICHAEL J. ROSS, PRESIDENT
Dearborn Bancorp, Inc.
1360 Porter Street
Dearborn, Michigan 48124-2823
(313) 565-5700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of Communications to:
VERNE C. HAMPTON II
Dickinson Wright PLLC
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226-3425

CALCULATION OF REGISTRATION FEE

Title of Each Class of		Proposed Maximum	Proposed	Amount of
Securities to be	Amount to	Offering Price	Maximum Aggregate	Registration
Registered	be Registered (1)	Per Share (2)	Offering Price	Fee
Common Stock	50,000 shares	$24.10	$1,205,000	$128.94

(1)	Pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional shares of Common Stock as may be issuable by reason of the antidilution provisions of the Plan in the event of stock splits, stock dividends or similar transactions.
(2)	Computed solely for the purpose of determining the registration fee pursuant to Rule 457(c) and based on the closing sales price on August 11, 2006 as reported on the Nasdaq National Market.

TABLE OF CONTENTS

PART II
	ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
	ITEM 4. DESCRIPTION OF SECURITIES
	ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
	ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
	ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
	ITEM 8. EXHIBITS
	ITEM 9. UNDERTAKINGS
SIGNATURES
EXHIBIT INDEX
Internal Revenue Service Determination Letter
Consent of Crowe Chizek and Company LLC

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission (the “Commission”) are hereby incorporated herein by reference:

     (a) Dearborn Bancorp Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

     (b) The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006.

     (c) The Company’s Current Reports on Form 8-K dated January 25, 2006, February 1, 2006, March 22, 2006, April 20, 2006, May 18, 2006 and July 18, 2006.

     (d) The description of the Company’s common stock contained in the Company’s registration statement on Form S-2. (Registration No. 333-116857)

     All reports and other documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statements contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which is also incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 561-575 of the Michigan Business Corporation Act, as amended, grant to the Company broad powers to indemnify any person in connection with legal proceedings brought against that person by reason of their present or past status as an officer or director of the Company, provided that the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Michigan Business Corporation Act also gives broad powers to indemnify defined persons against expenses and reasonable settlement payments in connection with any action by or in the right of the Company, provided the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification may be made if that person is adjudged to be liable to the Company unless and only to the extent the court in which that action was brought determines upon application that, despite the adjudication, but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for reasonable expenses as the court deems proper. In addition, to the extent that any specified person is successful in

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the defense of any defined legal proceeding, the Company is required by the Michigan Business Corporation Act to indemnify him against expenses, including attorneys’ fees, that are actually and reasonably incurred by him in connection with the proceeding.

     The Company’s Articles of Incorporation provide that the Company shall indemnify its directors and officers to the fullest extent permitted by law. The Articles of Incorporation further provide that any persons who are not directors or officers may be similarly indemnified to the extent authorized by the Board of Directors.

     Federal Deposit Insurance Corporation regulations impose limitations on indemnification payments which could restrict, in certain circumstances, payments by the Company to its respective directors or officers otherwise permitted under the Michigan Business Corporation Act or the Michigan Banking Code.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions discussed above or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

Exhibit No.	Description
*5	Internal Revenue Service Determination Letter (The Community Bank of Dearborn 401(k) Plan utilizes the Watkins Ross & Co. Prototype and a Determination Letter for the Plan was not requested)
*23.a	Consent of Crowe Chizek and Company LLC

* Filed herewith

ITEM 9. UNDERTAKINGS

The undersigned Company hereby undertakes: (a) 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any Prospectus required by Section 10(a) (3) of the Securities Act of 1933; (ii) to reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company, in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn and the State of Michigan on this 15th day of August, 2006.

DEARBORN BANCORP, INC.
By:	/S/ Michael J. Ross
	Michael J. Ross
Its: President and Chief Executive Officer

     In accordance with requirements of the Securities Act of 1933, this Registration Statement or amendment thereto was signed by the following persons in the capacities indicated on August 15, 2006.

Signature	Title	Signature	Title
/S/ Michael R. Ross	President, Chief Executive	/S/ Donald G. Karcher
Michael J. Ross	Officer and Director	Donald G. Karcher	Director
/S/ Jeffrey L. Karafa		/S/ Bradley F. Keller
Jeffrey L. Karafa	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	Bradley F. Keller	Director
/S/ Margaret I. Campbell		/S/ Jeffrey G. Longstreth
Margaret I. Campbell	Director	Jeffrey G. Longstreth	Director
/S/ John E, Demmer		/S/ Robert C. Schwyn
John E. Demmer	Chairman of the Board and Director	Robert C. Schwyn	Director
/S/ William J. Demmer		/S/ Ronnie J. Story
William J. Demmer	Director	Ronnie J. Story	Director
/S/ Michael V. Dorian, Jr.		/S/ David Himick
Michael V. Dorian, Jr.	Director	David Himick	Director

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EXHIBIT INDEX

Exhibit No.	Description
*5	Internal Revenue Service Determination Letter (The Community Bank of Dearborn 401(k) Plan utilizes the Watkins Ross & Co. Prototype and a Determination Letter for the Plan was not requested)
*23.a	Consent of Crowe Chizek and Company LLC

* Filed herewith

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EX-5

Exhibit 5

Internal Revenue Service	Department of the Treasury
	Washington, DC 20224

Plan Description; Prototype Standardized Profit Sharing Plan with CODA
FFN: 502A8140701-006 Case: 200106880 EIN: 38-1477362
BPD: 01 Plan: 006 Letter Serial No: K204103a

	Contact Person: Ms. Arrington 50-00197
WATKINS ROSS & CO	Telephone Number:       (202) 283-8811
161 OTTAWA AVENUE NW       SUITE 505
	In Reference to: t:ep:ra:icu
GRAND RAPIDS, MI       49503
	Date: 08/07/2001

Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an opinion of the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan. You are also required to send a copy of the approved form of the plan, any approved amendments and related documents to Employee Plans Determinations in Cincinnati at the address specified in section 9.11 of Rev. Proc. 2000-20, 2000-6 I.R.B. 553.

This letter considers the changes in qualifications requirements made by the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemploy-ment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554. These laws are referred to collectively as GUST.

Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer’s plan qualifies under Code section 401 (a). However, an employer that adopts this plan may rely on this letter with respect to the qualification of its plan under Code section 401 (a), except as provided below, provided the eligibility requirements and contribution or benefit provisions are not more favorable for highly compensated employees than for other employees. The terms of the plan must be followed in operation. Except as stated below, Employee Plans Determinations will not issue a determination letter with respect to this plan.

Our opinion does not apply for purposes of Code section 401 (a) (10) (B) and section 401(a)(16) if an employer ever maintained another qualified plan for one or more employees who are covered by this plan, other than a specified paired plan within the meaning of section 4.13 of Rev. Proc. 2000-20, 2000-6 I.R.B. 553. For this purpose, the employer will not be considered to have maintained another plan merely because the employer has maintained another defined contribution plan(s), provided such other plan(8) has been terminated prior to the effective date of this plan and no annual additions have been credited to the account of any participant under such other plan(s) as of any date within the limitation year of this plan. Likewise, if this plan is first effective on or after the effective date of the repeal of Code section 415(e), the employer will not be considered to have maintained another plan merely because the employer has maintained a defined benefit plan(s), provided the defined benefit plan(s) has been terminated prior to the effective date of this plan. our opinion also does not apply for purposes of Code section 401(a)(16) if, after December 31, 1985, the employer maintains a welfare benefit fund defined in Code section 419(e), which provides postretirement medical benefits allocated to separate accounts for key employees as defined in Code section 419A(d)(3).

An employer that adopts this plan may not rely on this opinion letter with respect to: (1) whether any amendment or series of amendments to the plan satisfies the nondiscrimination requirements of section 1.401(a)(4)-5(a) of the regulations, except with respect to plan amendments granting past service that meet the safe harbor described in section 1.40l(a) (4)-5(a) (5) and are not part of a pattern of amendments that significantly discriminates in favor of highly compensated employees; or (2) whether the plan satisfies the effective availability requirement of section 1.401(a) (4)-4(c) of the regulations with respect to any benefit, right or feature.

WATKINS ROSS & CO
FFN: 502A8140701-006
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An employer that adopts this plan as an amendment to a plan other than a standardized plan may not rely on this opinion letter with respect to whether a benefit, right or other feature that is prospectively eliminated satisfies the current availability requirements of section 1.401(a)-4 of the regulations.

An employer that elects to continue to apply the pre-GUST family aggregation rules in years beginning after December 31, 1996, or the combined plan limit of section 415(e) in years beginning after December 31, 1999, will not be able to rely on the opinion letter without a determination letter.

The employer may request a determination (1) as to whether the plan, considered with all related qualified plans and, if appropriate, welfare benefit funds, satisfies the requirements of code section 401(a)(16) as to limitations on benefits and contributions in Code section 415 and the requirements of code section 401(a)(10)(B) as to the top-heavy plan requirements in Code section 416; (2) regarding the nondiscriminatory effect of grants of past service; (3) with respect to whether a prospectively eliminated benefit, right or feature satisfies the current availability requirements; and (6) with respect to the continued application of the pre-GUST family aggregation rules in years beginning after December 31, 199S, or the combined plan limit of section 415(e) in years beginning after December 31, 1999. The employer may request a determination letter by filing an application with Employee Plans Determinations on Form 5307, Application for Determination for Adopters of Master or Prototype or Volume Submitter Plans.

If you, the master or prototype sponsor, have any questions concerning the IRS processing of this case, please call the above telephone number. This number is only for use of the sponsor. Individual participants and/or adopting employers with questions concerning the plan should contact the master or prototype sponsor. The plan’s adoption agreement must include the sponsor’s address and telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the letter Serial Number and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you modify or discontinue sponsorship of this plan.

Sincerely yours,

Director
Employee Plans Rulings & Agreements

EX-23.A

Exhibit 23.a

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 8, 2006 with respect to the consolidated financial statements of Dearborn Bancorp, Inc. and management’s assessment of internal control over financial reporting and the effectiveness of internal control over financial reporting, which reports are included in the 2005 Annual Report on Form 10-K of Dearborn Bancorp, Inc.

Crowe Chizek and Company LLC

Grand Rapids, Michigan
August 14, 2006