May 26, 2005


Via Facsimile (269) 382-0244 and U.S. Mail

Philip D. Torrence
Miller, Canfield, Paddock and Stone, P.L.C.
444 West Michigan Avenue
Kalamazoo, Michigan 49007

RE:	Capitol Bancorp Limited
	Form S-4 filed on April 28, 2005
      File no. 333-124417

Dear Mr. Torrence

      We have the following comments on the above-referenced
filing.
Please note that we limited our review of the registration
statement
to the terms and description of the exchange offer and related
matters.  We did not and will not review the financial information
included in, or incorporated by reference into, the document.  All
persons who are by statute responsible for the adequacy and
accuracy
of these materials are urged to be certain that all information
required pursuant to the statutes has been included.

General

1. Confirm to us that NCB does not have a reporting obligation
pursuant to either Sections 12(g) or (b) of the Exchange Act.

The Exchange Offer, page 29

Timing of the Exchange offer, page 30

2. On a supplemental basis, please confirm that the offer will be
open for at least twenty full business days to ensure compliance
with
Rule 14e-1(a).

Expiration Date, Extensions, Termination and Amendments, page 30

3. We note your disclosure reserving the right to amend the
exchange
offer.  Please confirm your understanding that you are generally
required to extend the offering period for any material change,
including the waiver of a material condition, so at least five
business days remain in the offer after the change.  For guidance,
please refer to footnote 70 of Exchange Act Release No. 34-23421
(July 11, 1986).

4. We note your reference to possibly delaying the acceptance of
stock for exchange.  Describe the circumstances, other than an
extension of the offering period, that would prompt you to delay
accepting tendered securities and disclose the potential length of
any anticipated delay.  In addition, please confirm that any delay
in
the acceptance of stock will be consistent with Rule 14e-1(c).

Other Conditions to the Exchange Offer, page 36

5. We do not object to the imposition of conditions in a tender
offer, provided that they are not within the direct or indirect
control of the offeror and are specific and capable of objective
verification when satisfied.  In this regard, revise condition (e)
to
include a standard of reasonableness in lieu of the company`s
"sole
judgment."

6. In addition, please revise the first paragraph on page 37 to
clarify that the conditions can not be triggered by any action or
inaction of Capitol.  In that regard, we also note that since NRB
is
a controlled entity it appears that condition (g) would require
action on behalf of Capitol.  Please advise.

Forward-Looking Statements, page 51

7. We remind you that statements made in connection with tender
offers are specifically excluded from the safe harbor protections
of
the Private Securities Litigation Reform Act of 1995.  See Section
21E(b)(2)(C) of the Exchange Act and Regulation M-A telephone
interpretation M.2 of the July 2001 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations.  As a result, please delete the reference to the
Private Securities Litigation Reform Act or revise the disclosure
to
make clear that the safe harbor protections do not apply to
statements made in connection with the exchange offer.

Exhibits

8. Please note that all exhibits are subject to our review.
Accordingly, please file all exhibits with your next amendment,
including the legality opinions and the form of letter of
transmittal.

Closing Information

      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

	In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:

* you are responsible for the adequacy and accuracy of the
disclosure
in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* you may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3345.


								Sincerely,


								Michael Pressman
								Special Counsel
								Office of Mergers and
Acquisitions
May 26, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE