~~UNITED~~ SECURITIES AND ~~STATES~~EXCHANGE COMMISSIONWashington, DC 20549FORM 8-KCURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report January 31, 2013ANNAPOLIS BANCORP, INC.(Exact name of registrant as specified in its charter)

SECURITIES AND EXCHANGE COMMISSION

Maryland

000-22961

52-1595772

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer Identification
Number)

~~Washington~~1000 Bestgate Road, DCAnnapolis, ~~20549~~Maryland 21401 (Address of principal executive offices and zip code)

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 8, 2012

ANNAPOLIS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland		000-22961		52-1595772
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification Number)

1000 Bestgate Road, Annapolis, Maryland 21401

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (410) 224-4455

Not Applicable.(Former name or former address, if changed since last report)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ ⃞ Written communications pursuant to Rule 425 under the Securities Act (~~17CFR~~17 CFR 230.425)

¨ ⊠ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ ⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ ⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-~~14c~~4(c))

Item 1 2.02 Results ~~Termination~~ of Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

~~On October 26, 2012, the Board of Directors of Annapolis Bancorp, Inc. (the “Company”) terminated the Company’s 2007 Employee Stock~~ ~~Purchase~~ The following ~~Plan~~information ~~(the~~is ~~“Plan”)~~furnished ~~effective~~pursuant ~~October 31, 2012. Under the terms of the Plan, the eligible employees entitled~~ to ~~purchase~~Item ~~common stock of the Company at a price equal to 95% of the fair market value of the shares on the date of purchase~~2.02, ~~The Plan was intended to qualify as an~~ “~~employee~~Results ~~stock purchase plan” within the meaning~~ of Operations ~~Section 423~~and ofFinancial ~~the Internal Revenue Code.~~ Condition”:

~~The~~ On ~~foregoing~~January ~~description~~31, ~~does~~2013 ~~not~~Annapolis ~~purport~~Bancorp, toInc. beissued a ~~complete~~press release ~~description~~reporting offull ~~the~~year ~~rights~~ and ~~obligations~~fourth ofquarter ~~the~~2012 ~~Company or the participants under the Plan~~financial results. The ~~above~~press ~~description~~release is ~~qualified~~attached inhereto ~~its~~as ~~entirety by~~Exhibit ~~reference to the Plan, a copy of which included in the Company’s Definitive Proxy Statement for the 2007 annual meeting, filed with the Securities and Exchange Commission on April 13, 2007~~99. 1.

Item 8.01 Press Release.

The Press Release attached may be considered soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

Exhibit Description

99.1 Press Release issued January 31, 2013 filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ANNAPOLIS BANCORP, INC.	~~ANNAPOLIS BANCORP, INC.~~
Dated: November 8, 2012
Dated: January 31, 2013
	/s/ Richard M. Lerner	~~/s/ Richard M. Lerner~~
		Richard M. Lerner,
	Richard M. Lerner
	Chief Executive Officer	~~Chief Executive Officer~~

EXHIBIT INDEX

Exhibit	Description

99.1	Press Release issued January 31, 2013

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