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CORRESP
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      Rebublic First Bancorp Correspondence

    October
      3, 2005

    VIA
      EDGAR AND FACSIMILE

              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:

    After
      consultation with our prior independent registered public accountants, Grant
      Thornton LLP, this letter supersedes our initial response letter dated September
      13, 2005. This letter responds to the comment in your letter to the Company
      dated August 29, 2005. The comment in your letter relates to the Company’s Form
      10-K for the fiscal year ended December 31, 2004 as identified in the caption
      above.

    We
      have
      the following response to your comment.

    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 effected internal control
                over financial reporting. Please revise your Form 10-K to include
                a copy
                of this report.

    Response:
      The
      Company is not an accelerated filer and therefore, was not subject to Section
      404 of the Sarbanes-Oxley Act of 2002. However, the Company was required to
      obtain an audit opinion on the effectiveness of internal control over financial
      reporting under 12CFR Part 363.3(b) as part of the Federal Deposit Insurance
      Corporation Improvement Act of 1991 (FDICIA).

      Mr.
        Brian
        Cascio

      United
        States Securities and Exchange Commission

      October
        3, 2005

      Page
        2

    Our
      prior
      independent registered public accountants perform an audit of internal control
      under the interim standards adopted by the Public Company Accounting Oversight
      Board (“PCAOB”) (AT 501) and issued their opinion on the effectiveness of
      internal control over financial reporting for the Company. The audit of internal
      control was not performed in accordance with PCAOB Auditing Standards No. 2.

    Because
      not all issuers are required to have an audit of internal control, we understand
      that many auditing firms, including our prior independent registered public
      accountants, included an explanatory paragraph to communicate whether an audit
      of internal control was or was not performed, and if performed., the relevant
      standards followed in performing the audit. This was the objective of our prior
      independent registered public accountants in the explanatory paragraph included
      in the Company’s audit report.

    Because
      the Company is currently not an accelerated filer (and therefore not subject
      to
      Section 404) and the language included in the auditor’s report as it relates to
      the Company is not misleading, inaccurate or inconsistent, we do not believe
      that an amendment to the Form 10-K to include a copy of the auditor’s report on
      the effectiveness of internal control over financial reporting as part of FDICIA
      is warranted.

    We
      trust
      that the above fully responds to your comment. If you have any additional
      questions or comments, please do not hesitate to call me at (215) 735-4422.
      Thank you very much.

    Sincerely,

    REPUBLIC
      FIRST BANCORP, INC.

    /s/
      Paul
      Frenkiel

    Executive
      Vice President and

    Chief
      Financial Officer

              cc:

              Harry
                D. Madonna

       Jason M. Shargel, Esquire

       David Burns