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): March 4, 1997



                          FIRST REPUBLIC BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)


PENNSYLVANIA                            0-17007                   23-2486815
(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
Identification No.)                                           of Incorporation)


  1608 Walnut Street, Philadelphia, PA                   19103
(Address of Principal Executive Offices)               (Zip Code)


  Registrant's Telephone Number, Including Area Code: (215)735-4422






Item 5.  Other Events


     First  Republic  Bancorp,  Inc.  (NASDAQ:FRBK),  parent  company  of  First
Republic   Bank's  Board  of  Directors   approved  a  20%  stock  dividend  for
shareholders of record as of 3/4/97.  The dividend will represent an increase in
outstanding  shares of  approximately  569,600  bringing  the total  outstanding
shares after the dividend to approximately 3.4 million shares. The dividend will
be payable April 15, 1997.

     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.



                                    FIRST REPUBLIC BANCORP, INC.

                                            (Registrant)

Dated: 3/20/97                      By: /s/ Rolf A. Stensrud
                                        Rolf A. Stensrud
                                        Executive Vice President and
                                        Chief Operating Officer