[REPUBLIC FIRST LETTERHEAD]

September 13, 2005

VIA EDGAR AND FASCIMILE

Mr. Brian Cascio

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 6010

Washington, DC 20549-6010

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

Dear Mr. Cascio:

We received your letter dated August 29, 2005. In response, we plan to file an amendment to our Form 10-K which will file the separate internal control report of our former independent registered public accounting firm, Grant Thornton LLP, referenced in your comments or which will file a revised audit report of Grant Thornton deleting the reference to the internal control report. We plan to file the amendment to our Form 10-K as soon as practicable after we obtain a consent from Grant Thornton regarding the incorporation by reference into the Company's registration statement on Form S-8 of the internal control report or the revised audit report. We will also specifically respond to your comments under separate cover simultaneously with the filing of the amendment to the Form 10-K.

If you have any questions or comments, please do not hesitate to call me at (215) 735-4422. Thank you very much.

		Sincerely,
		REPUBLIC FIRST BANCORP, INC.
		Paul Frenkiel, Executive Vice President    and Chief Financial Officer
cc:	Harry D. Madonna,   Chairman of the Board and     Chief Executive Officer Jason Shargel, Esquire