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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 Dearborn Bancorp, Inc.
  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
 
 MICHAEL J. ROSS, PRESIDENT
Dearborn Bancorp, Inc.
1360 Porter Street
Dearborn, Michigan 48124-2823
(313) 565-5700
 Copies of Communications to:
VERNE C. HAMPTON II
Dickinson Wright PLLC
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226-3425
  Title of Each Class of
    
    
    
    
    
    
    
    Proposed Maximum
    
    
    
    Proposed
    
    
    
    Amount ofSecurities to be
    
    
    Amount to
    
    
    
    Offering Price
    
    
    
    Maximum Aggregate
    
    
    
    RegistrationRegistered
    
    
    be Registered (1)
    
    
    
    Per Share (2)
    
    
    
    Offering Price
    
    
    
    FeeCommon Stock
    
    
    300,000 shares
    
    
    $
    25.75
    
    
    
    $
    7,725,000
    
    
    
    $
    909.23
 (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 Long-Term Incentive 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 average of the high and low sales prices on November 14, 2005 as reported on
the Nasdaq National Market.




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TABLE OF CONTENTS  PART IIITEM 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. UNDERTAKINGSSIGNATURESExhibit IndexOpinion of Dickinson Wright PLLCConsent of Crowe Chizek and Company LLC    Table of Contents  
   
        
   
   
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Exhibit No.
    
    Description*5
    
    Opinion of Dickinson Wright PLLC*23.a
    
    Consent of Crowe Chizek and Company LLC*23.b
    
    Consent of Dickinson Wright PLLC, which is included as part of
Exhibit 599
    
    2005 Long-Term Incentive Plan. Incorporated by reference to
the Exhibit filed with the Companys Quarterly Report on Form
10-Q for the quarter ended June 30, 2005
 
  
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SIGNATURES
  DEARBORN BANCORP, INC.By:
    /S/ Michael J. RossMichael J. RossIts:
    President and Chief Executive Officer  Signature
    
    Title
    
    Signature
    
    Title/S/ Michael J. Ross

Michael J. Ross
    
    President, Chief Executive
Officer and Director
    
    /S/ Donald G. Karcher

Donald G. Karcher
    
    Director/S/ Jeffrey L. Karafa
    
    
    
    /S/ Bradley F. KellerJeffrey L. Karafa
    
    Vice President, Treasurer
and Secretary (Principal
Financial and Accounting
Officer)
    
    Bradley F. Keller
    
    Director/S/ Margaret I. Campbell
    
    
    
    /S/ Jeffrey G. LongstrethMargaret I. Campbell
    
    Director
    
    Jeffrey G. Longstreth
    
    Director/S/ John E, Demmer
    
    
    
    /S/ Richard NordstromJohn E. Demmer
    
    Chairman of the Board
and Director
    
    Richard Nordstrom
    
    Director/S/ William J. Demmer
    
    
    
    /S/ Robert C. SchwynWilliam J. Demmer
    
    Director
    
    Robert C. Schwyn
    
    Director/S/ Michael V. Dorian, Jr.
    
    
    
    /S/ Ronnie J. StoryMichael V. Dorian, Jr.
    
    Director
    
    Ronnie J. Story
    
    Director/S/ David HimickDavid Himick
    
    Director
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Exhibit Index
 Exhibit No.
    
    Description*5
    
    Opinion of Dickinson Wright PLLC*23.a
    
    Consent of Crowe Chizek and Company LLC*23.b
    
    Consent of Dickinson Wright PLLC, which is included as
part of Exhibit 599
    
    2005 Long-Term Incentive Plan. Incorporated by reference
to the Exhibit filed with the Companys Quarterly Report
on Form 10-Q for the quarter ended June 30, 2005