Exhibit 31.2


                                  CERTIFICATION


     I, Paul Frenkiel, certify that:

     1.  I have reviewed this  quarterly  report on Form 10-Q of Republic  First
         Bancorp, Inc. (the "company");

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the company as of, and for, the periods presented in this report;

     4.  The  company's  other  certifying  officers and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the company
         and have:

           (a)  designed such disclosure controls and procedures, or caused such
                disclosure  controls  and  procedures  to be designed  under our
                supervision, to ensure that material information relating to the
                company, including its consolidated subsidiaries,  is made known
                to us by others within those entities,  particularly  during the
                period in which this report is being prepared;

           (b)  evaluated the effectiveness of the company's disclosure controls
                and  procedures  and  presented  in this report our  conclusions
                about  the   effectiveness   of  the  disclosure   controls  and
                procedures,  as of the end of the period  covered by this report
                based on such evaluation; and

           (c)  disclosed  in this report any change in the  company's  internal
                control  over  financial  reporting  that  occurred  during  the
                company's  most recent  fiscal  quarter  (the  company's  fourth
                fiscal  quarter  in the  case  of an  annual  report)  that  has
                materially  affected,  or is  reasonably  likely  to  materially
                affect, the company's internal control over financial reporting;
                and

     5.  The company's other certifying officers and I have disclosed,  based on
         our  most  recent   evaluation  of  internal   control  over  financial
         reporting,  to the  company's  auditors and the audit  committee of the
         company's  board of directors  (or persons  performing  the  equivalent
         functions):

           (a)  all  significant  deficiencies  and material  weaknesses  in the
                design or operation of internal control over financial reporting
                which are  reasonably  likely to adversely  affect the company's
                ability  to record,  process,  summarize  and  report  financial
                information; and

           (b)  any fraud, whether or not material,  that involves management or
                other  employees  who have a  significant  role in the company's
                internal control over financial reporting.


Date: May 13, 2005       /s/ Paul Frenkiel
                         -------------------------------------------------------
                         Executive Vice President and Chief Financial Officer