October 30, 2006


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

Phillip D. Torrence, Esq.
Miller, Canfield, Paddock and Stone, P.L.C.
444 West Michigan Avenue
(269) 383-5804

RE:	Capitol Bancorp Limited
      Form S-4 filed October 10, 2006
	File No.333-137910

Dear Mr. Torrence:

      We have the following comments on the above-referenced
filing:

Exchange Offer

1. We note that in exchange for each share of the Bank of
Escondido ("BOE), security holders will receive a certain number of shares
of Capitol.  The exchange ratio is calculated by dividing the pro
forma fully-diluted BOE common stock share value by the Capitol common
stock share value.  The actual exchange ratio will be based on the
actual book value per share of BOE as of October 31, 2006.  The
Capitol share value will be based upon the average closing price
of Capitol common stock over a 30 trading day period ending one
trading day prior to the close of the exchange offer.  Please provide us
your detailed analysis regarding why this pricing mechanism is
appropriate under the tender offer rules.  See Rule 14e-1(b).  In this regard,
please note that in instances where we have granted no-action
relief at least two trading days remain in the offer after the averaging
period.  See TXU Corporation (Sept. 13, 2004) and Lazard (Aug. 11,
1995). In your response, please tell us why you believe it is
appropriate to determine the consideration on trading day prior to
the expiration of the offer.  In addition, please amend your offer
document to include the actual book value per share of BOE as of
October 31, 2006.

2. Consider providing a table setting forth the number of shares
to be received as consideration based upon a reasonable range of
Capitol`s stock prices.

3. If material, please describe the volatility of your stock over
a recent historical period, for example, 90 days, and any risks
relating to the volatility.

Summary, page 4

4. Please eliminate the phrase that the summary qualified by the more
detailed information included elsewhere or incorporated by
reference in this prospectus. The qualification suggests that the offer
summary may not be materially complete.  Note that similar qualification
language is also inappropriately used in other places in the
document with respect to summary of the fairness opinion, statute, and
description of stock at pages 43, 46, and 47, respectively.
Please revise accordingly.

5. Revise the summary to provide a toll-free number note holders
may call through the entire period of the offer to determine the
consideration to be received in the offer.  Please be certain to
highlight this information.

Selected Consolidated Financial Data of Capitol Bancorp Limited,
Page 10

6. We note that you incorporate by reference the financial
information required by Item 1010(a) of Regulation M-A.  Further,
you have provided summary information required by Item 1010(c) of
Regulation M-A.  However, we cannot locate ratio of earnings to
fixed charges, as required by Items 1010(c)(3).  Please revise to
include all the summary financial information required by Item 1010(c).

Cautionary Statement Regarding Forward-Looking Statements, page 22

7. We note that you do not undertake any obligation to update any
forward-looking statements to reflect circumstances or events that
occur after the date of the forward-looking statement is made.
Please tell us how this position is consistent with your
obligations under Rule 14e-1.

Conditions to the Exchange Offer, page 40

8. We refer to the first sentence of the last paragraph of this
section. In our view, you may condition a tender offer on any
number of conditions, as long as they are described with reasonable
specificity, capable of some measure of objective verification,
and outside of your control. The phrase "regardless of the
circumstances giving rise to any of the conditions (including any action
or inaction by Capitol)" states that you may assert an offer
condition even when the condition is "triggered" by your own action or
inaction.  Please revise.

9. We note your statement in the penultimate sentence in the last
paragraph of this section that the "determination as to whether
any condition has been satisfied shall be in Capitol`s reasonable
judgment and will be final and binding on all parties."  Please
revise this statement to narrow its scope.  For example, it
appears that ultimate determination of such matters may be by a court of
law.

Where You Can Find More Information, page 50

10. We note your statement that you incorporate by reference into
this Offer the documents listed and any additional documents you
may file with the Commission between the date of this offer and the
expiration date.  Schedule TO does not allow you to "forward"
incorporate by reference to documents not yet filed.  If you wish
to incorporate by reference such future filings, you must amend to
specifically name them.  Please confirm your understanding of this
to us in a supplemental response.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the bidder and its management are in possession of all facts
relating to a bidder`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the bidder acknowledging that:

* the bidder is 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

* the bidder 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.

      As appropriate, please amend your filing 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 response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information.

Direct any questions to me at (202) 551-3257.  You may also
contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.

						Very truly yours,


						Celeste M. Murphy
						Special Counsel
						Office of Mergers & Acquisitions