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): May 1, 1998


                          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)



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Item 5.  Other Events.

         On May 22,  1998,  the  Registrant  announced  that  its  wholly  owned
subsidiary,  Republic Bank, Philadelphia,  PA (the "Bank"), received notice from
Jackson-Hewitt, Inc. ("Jackson-Hewitt"),  the Bank's associate in the Bank's Tax
Refund Program (the "Program"),  that Jackson-Hewitt was reviewing the structure
of the Program with the Bank, and others,  and, pending this review,  it advised
the Bank that it would not renew its agreement  with the Bank to supply  funding
for the Program for the year 2000.

         Under the Bank's existing  agreement with  Jackson-Hewitt,  the program
will remain in effect through  October,  1999 and will be effective for the 1999
tax season.

         The Registrant further stated that the Bank is currently in discussions
with Jackson-Hewitt  regarding the Bank's future  participation in a revised tax
refund program.

         A copy of the press release  announcing this transaction is attached as
Exhibit 99.1.


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                                    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:  May 22, 1998                    By:
                                           George S. Rapp,
                                           Executive Vice-President







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