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 THE REPORT (Date of Earliest Event Reported): July 7, 2004

                          REPUBLIC FIRST BANCORP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         PENNSYLVANIA                   0-17007                 23-2486815
         ------------                   -------                 ----------
(STATE OR OTHER JURISDICTION       (COMMISSION FILE         (I.R.S. EMPLOYER
      OF INCORPORATION)               NUMBER)                IDENTIFICATION NO.)

                    1608 WALNUT STREET, PHILADELPHIA PA 19103
                    -----------------------------------------
              (ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (215) 735-4422
                                                    --------------


- --------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED FROM LAST REPORT)



                                Page 1 of 3 Pages






Item 5. Other Items
- -------------------

On July 2, 2004,  Republic  First Bank,  a wholly owned  subsidiary  of Republic
First Bancorp  ("the  Company"),  was awarded a damage  verdict in the amount of
$4,439,000  against a  Philadelphia  law firm in connection  with their improper
representation  of the Bank in a loan transaction which caused prior year losses
for the Company. On August 3, 2004, the Court will address an additional verdict
of punitive  damages  arising  from the same  improper  conduct by the law firm.
Thereafter,  the Court would have to enter its  verdict as a judgment.  Prior to
the entry of the verdict as a final  judgment,  there may be post-trial  motions
and  appeals.  The Company is unable to predict the amount of the  judgment,  if
any, that would be received by the Bank until all post-trial motions and appeals
have been resolved. In the event that the Company is successful in pursuing this
verdict to final judgment,  an unrelated loan  participant  would be entitled to
31.5%, and the Company 68.5% of the judgment,  after deduction of the attorney's
fees to achieve the final result.




                                   Page 2 of 3






                                    SIGNATURE

      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 thereunto duly authorized.




                                             REPUBLIC FIRST BANCORP, INC.
                                             ----------------------------
                                                         (Registrant)



Dated:  July 7, 2004                         By: /s/  PAUL FRENKIEL
        ------------                         ----------------------
                                                Paul Frenkiel
                                                Chief Financial Officer




                                   Page 3 of 3