As filed with the Securities and Exchange Commission on _______ __, 2006

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ANNAPOLIS BANCORP, INC.

(Exact name of registrant as specified in its charter)

1000 Bestgate Road

Annapolis, Maryland 21401

(Address of Principal Executive Offices)

ANNAPOLIS BANCORP, INC.

2006 STOCK INCENTIVE PLAN

(Full title of the plan)

Richard M. Lerner

Chairman and Chief Executive Officer

Annapolis Bancorp, Inc.

1000 Bestgate Road, Suite 400

Annapolis, Maryland 21401

(Name and address of agent for service)

(410) 224-4455

(Telephone number, including area code, of agent for service)

Copies of all communications to:

J. Mark Poerio, Esq.

Paul, Hastings, Janofsky & Walker LLP

875 Fifteenth Street, NW

Washington, DC 20005

(202) 551-1780

CALCULATION OF REGISTRATION FEE

=====================================================================================================

Proposed maximum

Title of securities

Amount to be

offering price

aggregate

Amount of

to be registered

registered

per share(1)

offering price(1)

registration fee

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Common Stock, $0.01 par value

200,000 shares(2)

$9.15

$1,830,000

$195.81

=====================================================================================================

(1) In accordance with Rule 457(h)(1), the price of the securities has been estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee, and the price listed is the average of the high and low prices of the Registrant's Common Stock as reported on the NASDAQ Market on August 3, 2006 (a date within 5 business days prior to the date of filing this Registration Statement).

(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares of the Registrant’s Common Stock with respect to the shares registered hereunder in the event of a stock split, stock dividend or similar transaction.

=====================================================================================================

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the Note to Part I of Form S-8, such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation By Reference.

The following documents are hereby incorporated into this Registration Statement and made a part hereof by this reference::

1. The Registrant’s Annual Report on Form 10-KSB, for the year ended December 31, 2005, as filed with the Commission March 27, 2006;

2. The Registrant’s Quarterly Report on Form 10-QSB or the fiscal quarter ended March 31, 2006, as filed with the Commission on May 11, 2006;

3. The Registrant’s Current Reports on Form 8-K, as filed with the Commission on February 6, 2006, May 11, 2006, and August 2, 2006;

4. The description of the Registrant’s Common Stock contained in Registrant’s Registration Statement on Form 8-A as filed with the Commission on August 7, 1997, pursuant to Section 12 of the Exchange Act, and any further amendment or report filed hereafter for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission.

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You may contact the Registrant to request copies of these filings as follows:

Annapolis Bancorp, Inc.

Attn: Corporate Secretary

1000 Bestgate Road, Suite 400

Annapolis, Maryland 21401

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

In accordance with Section 418 of the Maryland General Corporation Law, Articles XII and XIII of the Registrant's Amended and Restated Certificate of Incorporation eliminate, with certain exceptions, the Registrant's directors' personal liability to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. Articles XII and XIII of the Registrant's Amended and Restated Certificate of Incorporation read as follows:

ARTICLE XII The Corporation shall indemnify to the fullest extent permissible under the Maryland General Corporation Law any individual who is or was a director, officer, employee, or agent of the Corporation, and any individual who serves or served at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, in any proceeding in which the individual is made a party as a result of his service in such capacity. An individual will not be indemnified if it is proved that the act or omission at issue was material to the cause of action adjudicated in the subject proceeding and that (i) it was committed in bad faith, or (ii) it was the result of active and deliberate dishonesty, or (iii) the individual actually received an improper personal benefit in money, property, or services, or (iv) in the case of a criminal proceeding, the individual had reasonable cause to believe that the act or omission was unlawful.

ARTICLE XIII Limitations on Liability of Officers and Directors. An officer or director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of their fiduciary duty as an officer or director, unless: (i) it is proved that the individual officer or director actually received an improper benefit or profit in money, property or services from the Corporation; or (ii) a judgment or other final adjudication adverse to the individual officer or director is entered in a proceeding based on a finding in the proceeding that the individual's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. If the Maryland General Corporation Law is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the Maryland General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

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Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

	4.1	Articles of Incorporation of the Company, previously filed with the Commission as Exhibits to the Company's Form SB-2 Registration Statement filed with the Commission on June 23, 1997, Registration No. 333-29841, which is incorporated herein by reference.
	4.2	Bylaws of the Company, previously filed with the Commission as Exhibits to the Company's Form SB-2 Registration Statement filed with the Commission on June 23, 1997, Registration No. 333-29841, which is incorporated herein by reference.
	4.3	Annapolis Bancorp, Inc. 2006 Stock Incentive Plan, which is incorporated herein by reference.
	4.4	Form of Stock Option Award Agreement under the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan, which is incorporated herein by reference.
	4.5	Form of Restricted Share Award Agreement under the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan, which is incorporated herein by reference.
	4.6	Form of Deferral Election Agreement for Deferred Share Units under the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan, which is incorporated herein by reference.
	5.1	Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the legality of the securities being registered hereunder.
	23.1	Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 5.1).
	23.2	Consent of Stegman & Company, independent registered public accounting firm.
	24	Power of Attorney (included on the Signature Page).

Item 9. Undertakings

(a) The Registrant hereby undertakes:

(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;

(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

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thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities would not exceed that which was registered) and any deviation from the low or high end of the maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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:

(A) Paragraphs (a)(1)(i)and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 (§ 239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 (§ 239.13 of this chapter) or Form F-3 (§ 239.33 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424 (b) of this chapter) that is part of the registration statement.

(C) Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 (§ 239.11 of this chapter) or Form S-3 (§ 239.13 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 239.1100(c)).

(2) That, for the purpose 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.

(4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F (17 CFR 249.220f) at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to

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ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3 (§ 239.33 of this chapter), a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or §210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B (§ 230.430B of this chapter):

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§ 230.424 (b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415 (a)(1)(i), (vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, (§ 230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

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The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 whether such indemnification by it is against public policy as expressed in the Securities 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 Registrant 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 Annapolis, State of Maryland, on

July 21, 2006.

ANNAPOLIS BANCORP, INC.

	By:	/s/ Rita D. Demma
		Name: Rita D. Demma
		Title: Corporate Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard M. Lerner and Margaret Theiss Faison, and each of them singly, such person's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities (including such person's capacity as a director and/or officer of Annapolis Bancorp, Inc.), to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date

/s/ Richard M. Lerner Richard M. Lerner	Chairman and Chief Executive Officer	July 21, 2006

/s/ Margaret Theiss Faison Margaret Theiss Faison	Chief Financial Officer	July 21, 2006

/s/ Walter L. Bennett, IV Walter L. Bennett, IV	Director	July 21, 2006

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/s/ Clyde E. Culp III Clyde E. Culp III	Director	July 21, 2006

/s/ F. Carter Helm F. Carter Helm	Director	July 21, 2006

/s/ Stanley J. Klos, Jr. Stanley J. Klos, Jr.	Director	July 21, 2006

/s/ Lawrence E. Lerner Lawrence E. Lerner	Director	July 21, 2006

/s/ Nancy Lowell Nancy Lowell	Director	July 21, 2006

/s/ Lawrence W. Schwartz Lawrence W. Schwartz	Director	July 21, 2006

/s/ Ermis Sfakiyanudis Ermis Sfakiyanudis	Director	July 21, 2006

/s/ Clifford T. Solomon Clifford T. Solomon	Director	July 21, 2006

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INDEX TO EXHIBITS

	4.1	Articles of Incorporation of the Company, previously filed with the Commission as Exhibits to the Company's Form SB-2 Registration Statement filed with the Commission on June 23, 1997, Registration No. 333-29841, which is incorporated herein by reference.
	4.2	Bylaws of the Company, previously filed with the Commission as Exhibits to the Company's Form SB-2 Registration Statement filed with the Commission on June 23, 1997, Registration No. 333-29841, which is incorporated herein by reference.
	4.3	Annapolis Bancorp, Inc. 2006 Stock Incentive Plan, which is incorporated herein by reference.
	4.4	Form of Stock Option Award Agreement under the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan, which is incorporated herein by reference.
	4.5	Form of Restricted Share Award Agreement under the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan, which is incorporated herein by reference.
	4.6	Form of Deferral Election Agreement for Deferred Share Units under the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan, which is incorporated herein by reference.
	5.1	Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the legality of the securities being registered hereunder.
	23.1	Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 5.1).
	23.2	Consent of Stegman & Company, independent registered public accounting firm.
	24	Power of Attorney (included on the Signature Page).

Maryland

52-1595772

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)