UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): January 21, 2011

REPUBLIC FIRST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-17007	23-2486815
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
50 South 16th Street, Suite 2400, Philadelphia, PA  19102 (Address of principal executive offices)              (Zip Code)

Registrant’s telephone number, including area code:  (215)-735-4422

N/A

Former name, former address, and former fiscal year, if changed since last report

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

[ ] Written communications pursuant to Rule 425 under the Securities Act (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-4(c))

Item 3.01 01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 15, 2011, William W. Batoff, a member of the board of directors of Republic First Bancorp, Inc. (the “Company”) and an independent director, passed away unexpectedly.  Mr. Batoff was a member of the audit, compensation and nominating committees.

On January 21, 2011, the Company notified The Nasdaq Stock Market LLC that, as a result of Mr. Batoff’s death, the Company’s audit committee is not comprised of at least three members, as required for continued listing by NASDAQ Marketplace Rule 5605(c)(2).  The Company intends to schedule meetings of its nominating committee and board of directors in order to address this vacancy on the audit committee.

SIGNATURES

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

	REPUBLIC FIRST BANCORP, INC.
Date: January 24, 2011	By:	/s/ Frank A. Cavallaro
		Frank A. Cavallaro
		Senior Vice President and
		Chief Financial Officer