Mail Stop 6010

								August 29, 2005

Via U.S. Mail and Facsimile

Mr. Paul Frenkiel
Executive Vice President and Chief Financial Officer
Republic First Bancorp, Inc.
1608 Walnut Street, Suite 1000
Philadelphia, PA 19103

Re:	Republic First Bancorp, Inc.
	Form 10-K for the Fiscal Year Ended December 31, 2004
      Filed March 30, 2005
	File No. 000-17007

Dear Mr. Frenkiel:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.



Form 10-K for the Fiscal Year Ended December 31, 2004

Financial Statements, page 45

Report of Independent Registered Public Accounting Firm, page 46

1. We note the reference to the separate report of Grant Thornton
dated March 24, 2005 which expressed an unqualified opinion on
management`s assertion that Republic First Bancorp, Inc.
maintained
effective internal control over financial reporting.  Please
revise
your Form 10-K to include a copy of this report.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  When sending supplemental information
regarding this filing, please include the following ZIP+4 code in
our
address: 20549-6010.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`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 company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Lynn Dicker at (202) 551-3616 or me at (202)
551-3676 if you have questions regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671.


      Sincerely,



Brian Cascio
Accounting Branch Chief


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Mr. Paul Frenkiel
Republic First Bancorp, Inc.
August 29, 2005
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