AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 1998

REGISTRATION NO. 333-41215
REGISTRATION NO. 333-41215-01

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
----------------------

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
--------------------------

CAPITOL BANCORP LTD.
CAPITOL TRUST I
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER)

MICHIGAN
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
38-2761672
38-3381371
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(I.R.S. EMPLOYER IDENTIFICATION NO.)

200 WASHINGTON SQUARE NORTH, 4TH FLOOR, LANSING, MICHIGAN 48933
(517) 487-6555
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S AND CO-REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
- -------------------------------------------------------------------------------

JOSEPH D. REID

CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER

CAPITOL BANCORP LTD.

200 WASHINGTON SQUARE NORTH, FOURTH FLOOR
LANSING, MICHIGAN 48933

(517) 487-6555

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
- -------------------------------------------------------------------------------
WITH COPIES TO:

JOHN SHARP, ESQ. DONALD L. JOHNSON,ESQ.
STROBL & BORDA, P.C. VARNUM, RIDDERING, SCHMIDT &
300 E. LONG LAKE ROAD, SUITE 200 HOWLETT LLP
BLOOMFIELD HILLS, MI 48304 333 BRIDGE STREET, N.W.
(248) 540-2300 GRAND RAPIDS, MICHIGAN 49504
(616) 336-6000

2
Date of commencement of proposed sale to the public: December 19, 1997

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. / /

If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1)of this Form, check the following box. / /

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PER UNIT PRICE REGISTRATION
REGISTERED F1 FEE F2
- ----------------------------------------------------------------------------------------------

Preferred Securities of
Capitol Trust I 2,530,000 $10.00 $25,300,000 $7,667.00
- ----------------------------------------------------------------------------------------------
Subordinated Debentures of
Capitol Bancorp Ltd. F3, F4
- ----------------------------------------------------------------------------------------------
Guarantee of
Capitol Bancorp Ltd.
With Respect to
Preferred Securities F4
- ----------------------------------------------------------------------------------------------

<F1>Includes 330,000 Preferred Securities sold by Capitol Trust I to cover
over-allotments.
<F2>The registration fee was calculated in accordance with Rule 457(n) under
the Securities Act of 1933, as amended, and was previously paid..
<F3>The Subordinated Debentures have been purchased by Capitol Trust I with the
proceeds of the sale of the Preferred Securities. Such securities may later be
distributed for no additional consideration to the holders of the Preferred
Securities of Capitol Trust I upon its dissolution and the distribution of its
assets.

2
3
<F4>This Registration Statement is deemed to cover the Subordinated Debentures
of Capitol Bancorp Ltd., the rights of holders of Subordinated Debentures of
Capitol Bancorp Ltd., under the Indenture, and the rights of holders of the
Preferred Securities under the Trust Agreement, the Guarantee and the Expense
Agreement entered into by Capitol Bancorp Ltd. No separate consideration will
be received for the Guarantee.

3
4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No: 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Lansing, Michigan on
February 9, 1998.

CAPITOL BANCORP LTD.,
A MICHIGAN CORPORATION

By: /S/ JOSEPH D. REID
------------------
JOSEPH D. REID

Chairman of the Board, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Lansing, Michigan on
February 9, 1998.

CAPITOL TRUST I

By: /S/ JOSEPH D. REID
------------------
JOSEPH D. REID
Trustee

By: /S/ ROBERT C. CARR
------------------
ROBERT C. CARR
Trustee

By: /S/ LINDA D. PAVONA
-------------------
LINDA D. PAVONA
Trustee

Signature Date Title

/S/ JOSEPH D. REID Chairman of the Board, President
- ------------------ and Chief Executive Officer,
JOSEPH D. REID Director (Principal Executive
Officer)

/S/ LEE W. HENDRICKSON Chief Financial Officer (Principal
- ---------------------- Financial and Accounting Officer)
LEE W. HENDRICKSON

/S/ ROBERT C. CARR Treasurer, Director
- -------------------
ROBERT C. CARR

/S/ DAVID O'LEARY* Secretary, Director
- ------------------
DAVID O'LEARY*

______________________ Director
LOUIS G. ALLEN

/S/ PAUL R. BALLARD* Director
- --------------------
PAUL R. BALLARD*

/S/ DAVID L. BECKER* Director
- --------------------
DAVID L. BECKER*

/S/ DOUGLAS E. CRIST* Director
- ---------------------
DOUGLAS E. CRIST*

/S/ RICHARD L. DORNER* Director
- ----------------------
RICHARD L. DORNER*

/S/ GARY A. FALKENBERG* Director
- -----------------------
GARY A. FALKENBERG*

/S/ JOEL I. FERGUSON* Director
- ---------------------
JOEL I. FERGUSON*

_______________________ Director
KATHLEEN A. GASKIN

/S/ H. NICHOLS GENOVA* Director
- ----------------------
H. NICHOLS GENOVA*

/S/ L. DOUGLAS JOHNS* Director
- ---------------------
L. DOUGLAS JOHNS*

/S/ JAMES R. KAYE* Director
- ------------------
JAMES R. KAYE*

_____________________ Director
LEONARD MAAS

_____________________ Director
LYLE R. MILLER

*/S/ JOSEPH D. REID
------------------
By: JOSEPH D. REID
Attorney-in-Fact

EXHIBIT INDEX

EXHIBIT DESCRIPTION
NUMBER
- -------

1.1 Underwriting Agreement.

4.1 Indenture.

4.2 Subordinated Debenture (included as an exhibit to Exhibit 4.1).

4.3* Certificate of Trust of CAPITOL TRUST I.

4.4* Trust Agreement of CAPITOL TRUST I.

4.5 Amended and Restated Trust Agreement.

4.6 Preferred Securities Guarantee Agreement.

4.7 Agreement as to Expenses and Liabilities.

4.8 Certificate Evidencing Cumulative Trust Preferred Securities of Capital
Trust I

5.1* Opinion of Strobl & Borda, P.C., as to the validity of the issuance of the
Subordinated Debentures.

5.2* Opinion of Richards, Layton & Finger, special Delaware counsel, as to the
legality of the Preferred Securities.

8.1* Opinion of Strobl & Borda, P.C., as to certain federal income tax matters.

12.1+ Statements Regarding Computation of Ratio of Earnings to Fixed Charges.

23.1* Consent of BDO Seidman, LLP, Independent Accountants.

23.2* Consent of Strobl & Borda, P.C.. (included in their opinions filed
herewith as Exhibits 5.1 and 8.1).

23.3* Consent of Richards, Layton & Finger (included in their opinion filed
herewith as Exhibit 5.2).

24.1* Power of Attorney (included on the signature page).

25.1* Form T-1 Statement of Eligibility of The First National Bank of Chicago
to act as trustee under the Indenture.

25.2* Form T-1 Statement of Eligibility of The First National Bank of Chicago
to act as trustee under the Amended and Restated Trust Agreement.

25.3* Form T-1 Statement of Eligibility of The First National Bank of Chicago
to act as trustee under the Preferred Securities Guarantee Agreement.

*Incorporated by reference to Form S-3, File Nos.: 333-41215 and 333-
41215-01, filed November 26, 1997.

+Incorporated by reference to Pre-Effective Amendment No: 1 to Form S-3, File
Nos: 333-41215 and 333-41215-01, filed December 11, 1997.

INDEX