As filed with the Securities and Exchange Commission on November 1, 1996.

                                            Registration No. 333-
=============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ____________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                          FIRST REPUBLIC BANCORP INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
           DELAWARE                                       94-2964497
(STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)
                               388 MARKET STREET
                        SAN FRANCISCO, CALIFORNIA 94111
                                (415) 392-1400
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                             ____________________
                        1989 OUTSIDE DIRECTORS' OPTIONS
                        1991 OUTSIDE DIRECTORS' OPTIONS
                       1991 EXECUTIVE OFFICERS' OPTIONS
                        1992 OUTSIDE DIRECTORS' OPTIONS
                      1992 CONTINGENT DIRECTORS' OPTIONS
                1992 PERFORMANCE-BASED CONTINGENT STOCK OPTIONS
                      1993 SUBSIDIARY DIRECTORS' OPTIONS
                      1994 CONTINGENT DIRECTORS' OPTIONS
                      1994 SUBSIDIARY DIRECTORS' OPTIONS
                      1995 SUBSIDIARY DIRECTORS' OPTIONS
                1995 PERFORMANCE-BASED CONTINGENT STOCK OPTIONS
                      1996 CONTINGENT DIRECTORS' OPTIONS
                             (FULL TITLE OF PLANS)
                             ____________________

                             JAMES H. HERBERT, II
                                   President
                          and Chief Executive Officer
                          First Republic Bancorp Inc.
                               388 Market Street
                        San Francisco, California 94111
                                (415) 392-1400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                             ____________________

                                  COPIES TO:
                            Jay L. Bernstein, Esq.
                                Rogers & Wells
                                200 Park Avenue
                           New York, New York 10166
                                (212) 878-8000
                             ____________________

    If any of the securities being registered on this form are to be offered on
a  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933,  other  than  securities  offered  only  in  connection  with dividend or
interest reinvestment plans, check the following box.  <checked-box>
                             ____________________


<PAGE>
<PAGE>

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
    TITLE OF SECURITIES         AMOUNT TO BE         PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
     TO BE REGISTERED            REGISTERED           OFFERING PRICE           AGGREGATE         REGISTRATION FEE
                                                       PER SHARE (1)         OFFERING PRICE
<S>      <C>                   	    <C>                    <C>                    <C>			 <C>
Common Stock,                     37,128(2)               $6.74                $250,243                 $86              
 $.01 par value
Common Stock,                     25,456(3)               $12.49               $317,945                $110
$.01 par value
Common Stock,                     74,262(4)               $12.73               $945,355                $326
$.01 par value
Common Stock,                     74,260(5)               $14.85             $1,102,761                $380
$.01 par value
Common Stock,                     74,263(6)               $11.64               $864,421                $298
$.01 par value
Common Stock,                    477,405(7)               $14.84             $7,084,690              $2,443
$.01 par value
Common Stock,                     10,300(8)               $13.95               $143,685                 $50
$.01 par value
Common Stock,                     82,400(9)               $16.02             $1,320,048                $455
$.01 par value
Common Stock,                      7,000(10)              $13.67                $95,690                 $33
$.01 par value
Common Stock,                      5,000(11)              $14.56                $72,800                 $25
$.01 par value
Common Stock,                    350,000(12)              $13.13             $4,595,500              $1,585
$.01 par value
Common Stock,                     97,500(13)              $15.25             $1,486,875                $513
$.01 par value
	
TOTAL	                       1,314,974                                                             $6,304
</TABLE>


(1) Estimated  in accordance with Rule 457(h) solely for the purpose  of
    calculating the registration fee.

(2) Represents the  number  of  shares  of  Common  Stock  that  may  be
    purchased  upon exercise of stock options outstanding as of the date
    hereof which  were  granted  to  the  non-employee  directors of the
    Registrant in August 1989.

(3) Represents  the  number  of  shares  of  Common  Stock that  may  be
    purchased upon exercise of stock options outstanding  as of the date
    hereof  which  were  granted  to the non-employee directors  of  the
    Registrant in August 1991.

(4) Represents  the  number  of shares  of  Common  Stock  that  may  be
    purchased upon exercise of  stock options outstanding as of the date
    hereof  which  were  granted  to   the  executive  officers  of  the
    Registrant in October 1991.

(5) Represents  the  number  of  shares  of Common  Stock  that  may  be
    purchased upon exercise of stock options  outstanding as of the date
    hereof  which  were  granted to the non-employee  directors  of  the
    Registrant in May 1992.

(6) Represents  the number  of  shares  of  Common  Stock  that  may  be
    purchased upon  exercise  of contingent stock options outstanding as
    of the date hereof which were  granted to the non-employee directors
    of the Registrant in October 1992  and  approved by stockholder vote
    on May 12, 1993.

                    
<PAGE>

(7) Represents  the  number  of  shares  of Common  Stock  that  may  be
    purchased upon exercise of the Registrant's  1992  Performance-Based
    Contingent Stock Options outstanding as of the date hereof.

(8) Represents  the  number  of  shares  of  Common  Stock that  may  be
    purchased upon exercise of stock options outstanding  as of the date
    hereof  which  were  granted  to  the  non-employee directors  of  a
    subsidiary of the Registrant in December 1993.

(9) Represents  the  number  of  shares  of Common  Stock  that  may  be
    purchased upon exercise of contingent  stock  options outstanding as
    of the date hereof which were granted to the non-employee  directors
    of the Registrant in February 1994 and approved by stockholder  vote
    on May 4, 1994.

<PAGE>
(10)  Represents  the  number  of  shares  of  Common  Stock that may be
    purchased upon exercise of stock options outstanding  as of the date
    hereof  which  were  granted  to  the  non-employee directors  of  a
    subsidiary of the Registrant in April 1994.

(11)  Represents  the  number  of shares of Common  Stock  that  may  be
    purchased upon exercise of stock  options outstanding as of the date
    hereof which were granted to a non-employee director of a subsidiary
    of the Registrant in December 1995.

(12)  Represents  the  number of shares of  Common  Stock  that  may  be
    purchased upon exercise  of  the Registrant's 1995 Performance-Based
    Contingent Stock Options outstanding  as  of  the  date hereof which
    were approved by stockholder vote on May 4, 1995 and were granted on
    December 31, 1995.

(13)  Represents  the  number  of  shares  of Common Stock that  may  be
    purchased upon exercise of stock options  outstanding as of the date
    hereof which were granted to the thirteen non-employee  directors of
    the Registrant and its subsidiaries and approved by stockholder vote
    on May 30, 1996.



					
PAGE
<PAGE>
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            The  following  documents  which  have  been filed by  First
Republic  Bancorp  Inc.  (the  "Company" or the "Registrant")  with  the
Securities and Exchange Commission  hereby  are  incorporated  herein by
reference:

            (a)   The  Registrant's  Annual  Report  on  Form 10-K filed
pursuant  to Section 13 of the Securities Exchange Act of 1934  for  the
fiscal year ended December 31, 1995;

            (b)   All  other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of  the Securities Exchange Act of 1934 since the
end  of  the  fiscal year covered  by  the  Registrant's  Annual  Report
referred to in (a) above; and

            (c)   The  description of the Registrant's Common Stock, par
value $0.01 per share (the  "Common  Stock"), contained in the Company's
Registration  Statement  on  Form 8-A (Registration  No.  92  18  2992),
together  with all amendments and  reports  filed  for  the  purpose  of
updating that description.

            All  documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the  filing of a post-effective amendment which indicates
that all securities offered  hereby  have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.

            Any statement contained in a document incorporated or deemed
to be incorporated by reference into this Registration Statement will be
deemed to be modified or superseded for  purposes  of  this Registration
Statement to the extent that a statement contained in this  Registration
Statement or any other subsequently filed document which also  is  or is
deemed  to be incorporated into this Registration Statement modifies  or
supersedes  that  statement.   Any  statement  so modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute
a part of this Registration Statement.


ITEM 4. DESCRIPTION OF SECURITIES.

            Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

            L. Martin Gibbs, a partner of Rogers & Wells, is  a Director
of  the  Company  and  the  beneficial  owner of 59,540 shares of Common
Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the Delaware General  Corporation  Law, under
which  the  Company  is  incorporated,  permits, and the By-laws of  the
Registrant authorize, the Registrant to indemnify an officer or director
of the Registrant, or any wholly owned subsidiary  of the Registrant, or
any  other  entity  or  enterprise  that the board of directors  of  the
Registrant may designate by resolution,  who  was  or  is  a party or is
threatened to be made a party to any "proceeding" (including  a lawsuit)
because of his or her position, if he or she acted in good faith  and in
a  manner  he  or she reasonably believed to be in or not opposed to the
best interests of  the  Registrant,  and  authorize  the  Registrant  to
advance  expenses  incurred in defending such a proceeding under certain
circumstances.  If the  officer  or director is successful on the merits
or otherwise, the Registrant is required to indemnify him or her against
all expenses, including attorneys' fees, actually or reasonably incurred
by  him  or her in connection with such  proceeding.   The  Registrant's
charter permits  the  Registrant's  board  of  directors to eliminate or
reduce a director's exposure to personal monetary  liability  for breach
of  his  or  her  fiduciary  duty  as  a  director to the fullest extent
permitted by the Delaware General Corporation Law.

					
PAGE
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8. EXHIBITS.

            There  are  filed  with  the  Registration   Statement   the
following exhibits:

             4.1       Certificate  of  Incorporation  of  the  Company,
                       filed with the Secretary of State of Delaware  on
                       February  19, 1985, as amended by Certificates of
                       Amendment filed  with  the  Secretary of State of
                       Delaware on April 12, 1985, May  19,  1986,  June
                       26,  1986,  August  1,  1986, September 10, 1987,
                       June 30, 1989, October 27,  1989,  May  25, 1990,
                       and   May   26,   1992,  incorporated  herein  by
                       reference to the Registrant's  Annual  Report  on
                       Form  10-K for the fiscal year ended December 31,
                       1995.

             4.2       By-laws  of the Company, as amended, incorporated
                       herein   by   reference   to   the   Registrant's
                       Registration  Statement on Form S-1 (File No. 33-
                       18963).

             5.1       Opinion of Rogers & Wells.

            23.1       Consent of KPMG Peat Marwick LLP.

            23.2       Consent  of Rogers  &  Wells  (contained  in  its
                       opinion filed as Exhibit 5.1 to this Registration
                       Statement).

ITEM 9. UNDERTAKINGS.

     (a) The Registrant hereby undertakes:

        (1)  To file, during any  period  in  which  offers or sales are
   being   made,   a   post-effective  amendment  to  this  Registration
   Statement:

           (i)  To include  any  prospectus required by Section 10(a)(3)
                of the Securities Act of 1933;

           (ii) To reflect in the prospectus any facts or events arising
                after the effective  date  of the Registration Statement
                (or  the most recent post-effective  amendment  thereof)
                which,  individually  or  in  the aggregate, represent a
                fundamental change in the information  set  forth in the
                Registration Statement; and

           (iii) To include any material information with respect to the
                plan  of  distribution not previously disclosed  in  the
                Registration  Statement  or  any material change to such
                information in the Registration Statement;


					
PAGE
<PAGE>
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by  those  paragraphs  is contained in periodic reports  filed  with  or
furnished to the Securities  and  Exchange  Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act
of  1934  that  are  incorporated  by  reference  in  this  Registration
Statement.

        (2)   That,  for the purpose of determining any liability  under
   the Securities Act  of 1933, each such post-effective amendment shall
   be  deemed  to  be  a new  registration  statement  relating  to  the
   securities offered therein,  and  the  offering of such securities at
   that  time  shall  be  deemed to be the initial  BONA  FIDE  offering
   thereof.

        (3)  To remove from  registration  by  means of a post-effective
   amendment any of the securities being registered  which remain unsold
   at the termination of the offering.

     (b)  The  Registrant  hereby  undertakes  that,  for  purposes   of
determining  any liability under the Securities Act of 1933, each filing
of  the  Registrant's   annual  report  pursuant  to  Section  13(a)  or
Section  15(d)  of  the  Securities   Exchange   Act  of  1934  that  is
incorporated by reference in this Registration Statement shall be deemed
to  be a new registration statement relating to the  securities  offered
therein,  and  the  offering  of  such  securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

     (c) Insofar as indemnification for liabilities  arising  under  the
Securities  Act  of  1933  may  be  permitted to directors, officers and
controlling  persons  of  the  Registrant   pursuant  to  the  foregoing
provisions, or otherwise, the Registrant has  been  advised  that in the
opinion  of  the Securities and Exchange Commission such indemnification
is against public  policy  as  expressed  in  the Act and is, therefore,
unenforceable.   In  the event that a claim for indemnification  against
such liabilities (other  than  the payment by the Registrant of expenses
incurred or paid by a director,  officer  or  controlling  person of the
Registrant in the successful defense of any action, suit or  proceeding)
is   asserted  by  such  director,  officer  or  controlling  person  in
connection  with  the  securities being registered, the Registrant will,
unless in the opinion of  its  counsel  the  matter  has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against  public policy as
expressed  in the Act and will be governed by the final adjudication  of
such issue.
<PAGE>

                                  SIGNATURES

   Pursuant  to  the  requirements  of  the  Securities Act of 1933, the
Registrant certifies that it has reasonable grounds  to  believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to  be  signed  on  its  behalf  by   the
undersigned,  thereunto  duly  authorized, in the City of San Francisco,
State of California, on October 31, 1996.

                                	FIRST REPUBLIC BANCORP INC.



                                     By:     /S/JAMES H. HERBERT, II
                                        =====================================
                                          James H. Herbert, II
                                          President

 					
PAGE
<PAGE>
                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James H. Herbert, Katherine
August-deWilde and Willis H. Newton, Jr., or any of them, his true and
lawful attorneys-in-fact,  with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including any post-effective
amendments, to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities  and  Exchange  Commission, granting unto said  attorneys-in-
fact, and each of them, full  power and authority to do and perform each
and every act and thing requisite  and necessary to be done in and about
the premises, as fully to all intents  and  purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or their substitutes may lawfully  do  or  cause to be
done by virtue hereof.

      Pursuant  to the requirements of the Securities Act of 1933,  this
Registration Statement  has  been signed by the following persons in the
capacities and on the date indicated:

<TABLE>
<CAPTION>
               NAME                                               TITLE                           DATE
<S>            <C>                     				   <C>              		   <C>

/S/ ROGER O. WALTHER                                 Chairman of the Board of               October 31, 1996
=====================
Roger O. Walther                                     Directors			
										
/S/JAMES H. HERBERT, II                              President, Chief Executive             October 31, 1996
============================
James H. Herbert, II                                 Officer and Director
		
/S/ KATHERINE AUGUST-DEWILDE                         Executive Vice President and           October 31, 1996
=============================
Katherine August-deWilde                             Director

/S/ WILLIS H. NEWTON, JR.                            Senior Vice President and Chief        October 31, 1996
============================
Willis H. Newton, Jr.                                Financial Officer			    

/S/ LINDA G. MOULDS                                  Vice President, Secretary and          October 31, 1996
===========================
Linda G. Moulds                                      Controller			

/S/ RICHARD M. COX-JOHNSON                           Director                               October 31, 1996
===========================
Richard M. Cox-Johnson
<PAGE>

/S/ KENNETH W. DOUGHERTY                             Director                               October 31, 1996
===========================
Kenneth W. Dougherty

/S/ FRANK J. FAHRENKOPF, JR.                         Director                               October 31, 1996
============================
Frank J. Fahrenkopf, Jr.

/S/ L. MARTIN GIBBS                                  Director                               October 31, 1996
============================
L. Martin Gibbs

/S/ JAMES F. JOY                                     Director                               October 31, 1996
============================
James F. Joy

/S/ JOHN F. MANGAN                                   Director                               October 31, 1996
============================
John F. Mangan

/S/ BARRANT V. MERRILL                               Director                               October 31, 1996
============================
Barrant V. Merrill

</TABLE>

				
PAGE
<PAGE>
                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT NO.                           DESCRIPTION PAGE NO.		Page No.
==========			      ====================		=======
   <S>                    	      <C>               		<C>                                                  <C>
 					
  4.1	  		Certificate of Incorporation of the
				Company, filed with the Secretary
				of State of Delaware on February 19,
				1985, as amended by Certificates 
				of Amendment filed with the Secretary
				of State of Delaware on April 12, 1985,
				May 19, 1986, June 26, 1986, August 1, 1986,
				September 10, 1987, June 30, 1989, October 27,
				1989, May 25, 1990, and May 26, 1992, 
				incorporated herein by reference to the 
				Registrant's Annual Report on Form 10-K for the
				fiscal year ended December 31, 1995.

 4.2	  		By-laws of the Company, as amended, incorporated
				herein by reference to the Registrant's Registration
				Statement on Form S-1 (File No. 33-18963).

 5.1		   	Opinion of Rogers & Wells.

23.1	 		Consent of KPMG Peat Marwick LLP.

23.2	 		Consent of Rogers & Wells (contained in its opinion filed
				as Exhibit 5.1).


<PAGE> 				


</TABLE>
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As filed with the Securities and Exchange Commission on November 1, 1996.

                                            Registration No. 333-
=============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ____________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                          FIRST REPUBLIC BANCORP INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
           DELAWARE                                       94-2964497
(STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)
                               388 MARKET STREET
                        SAN FRANCISCO, CALIFORNIA 94111
                                (415) 392-1400
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                             ____________________
                        1989 OUTSIDE DIRECTORS' OPTIONS
                        1991 OUTSIDE DIRECTORS' OPTIONS
                       1991 EXECUTIVE OFFICERS' OPTIONS
                        1992 OUTSIDE DIRECTORS' OPTIONS
                      1992 CONTINGENT DIRECTORS' OPTIONS
                1992 PERFORMANCE-BASED CONTINGENT STOCK OPTIONS
                      1993 SUBSIDIARY DIRECTORS' OPTIONS
                      1994 CONTINGENT DIRECTORS' OPTIONS
                      1994 SUBSIDIARY DIRECTORS' OPTIONS
                      1995 SUBSIDIARY DIRECTORS' OPTIONS
                1995 PERFORMANCE-BASED CONTINGENT STOCK OPTIONS
                      1996 CONTINGENT DIRECTORS' OPTIONS
                             (FULL TITLE OF PLANS)
                             ____________________

                             JAMES H. HERBERT, II
                                   President
                          and Chief Executive Officer
                          First Republic Bancorp Inc.
                               388 Market Street
                        San Francisco, California 94111
                                (415) 392-1400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                             ____________________

                                  COPIES TO:
                            Jay L. Bernstein, Esq.
                                Rogers & Wells
                                200 Park Avenue
                           New York, New York 10166
                                (212) 878-8000
                             ____________________

    If any of the securities being registered on this form are to be offered on
a  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933,  other  than  securities  offered  only  in  connection  with dividend or
interest reinvestment plans, check the following box.
____________________
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES         AMOUNT TO BE         PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
     TO BE REGISTERED            REGISTERED           OFFERING PRICE           AGGREGATE         REGISTRATION FEE
                                                       PER SHARE (1)         OFFERING PRICE
Common Stock,                     37,128(2)               $6.74                $250,243                 $86              
 $.01 par value
Common Stock,                     25,456(3)               $12.49               $317,945                $110
$.01 par value
Common Stock,                     74,262(4)               $12.73               $945,355                $326
$.01 par value
Common Stock,                     74,260(5)               $14.85             $1,102,761                $380
$.01 par value
Common Stock,                     74,263(6)               $11.64               $864,421                $298
$.01 par value
Common Stock,                    477,405(7)               $14.84             $7,084,690              $2,443
$.01 par value
Common Stock,                     10,300(8)               $13.95               $143,685                 $50
$.01 par value
Common Stock,                     82,400(9)               $16.02             $1,320,048                $455
$.01 par value
Common Stock,                      7,000(10)              $13.67                $95,690                 $33
$.01 par value
Common Stock,                      5,000(11)              $14.56                $72,800                 $25
$.01 par value
Common Stock,                    350,000(12)              $13.13             $4,595,500              $1,585
$.01 par value
Common Stock,                     97,500(13)              $15.25             $1,486,875                $513
$.01 par value
	
TOTAL	                       1,314,974                                                             $6,304
(1) Estimated  in accordance with Rule 457(h) solely for the purpose  of
    calculating the registration fee.

(2) Represents the  number  of  shares  of  Common  Stock  that  may  be
    purchased  upon exercise of stock options outstanding as of the date
    hereof which  were  granted  to  the  non-employee  directors of the
    Registrant in August 1989.

(3) Represents  the  number  of  shares  of  Common  Stock that  may  be
    purchased upon exercise of stock options outstanding  as of the date
    hereof  which  were  granted  to the non-employee directors  of  the
    Registrant in August 1991.

(4) Represents  the  number  of shares  of  Common  Stock  that  may  be
    purchased upon exercise of  stock options outstanding as of the date
    hereof  which  were  granted  to   the  executive  officers  of  the
    Registrant in October 1991.

(5) Represents  the  number  of  shares  of Common  Stock  that  may  be
    purchased upon exercise of stock options  outstanding as of the date
    hereof  which  were  granted to the non-employee  directors  of  the
    Registrant in May 1992.

(6) Represents  the number  of  shares  of  Common  Stock  that  may  be
    purchased upon  exercise  of contingent stock options outstanding as
    of the date hereof which were  granted to the non-employee directors
    of the Registrant in October 1992  and  approved by stockholder vote
    on May 12, 1993.
(7) Represents  the  number  of  shares  of Common  Stock  that  may  be
    purchased upon exercise of the Registrant's  1992  Performance-Based
    Contingent Stock Options outstanding as of the date hereof.

(8) Represents  the  number  of  shares  of  Common  Stock that  may  be
    purchased upon exercise of stock options outstanding  as of the date
    hereof  which  were  granted  to  the  non-employee directors  of  a
    subsidiary of the Registrant in December 1993.

(9) Represents  the  number  of  shares  of Common  Stock  that  may  be
    purchased upon exercise of contingent  stock  options outstanding as
    of the date hereof which were granted to the non-employee  directors
    of the Registrant in February 1994 and approved by stockholder  vote
    on May 4, 1994.
(10)  Represents  the  number  of  shares  of  Common  Stock that may be
    purchased upon exercise of stock options outstanding  as of the date
    hereof  which  were  granted  to  the  non-employee directors  of  a
    subsidiary of the Registrant in April 1994.

(11)  Represents  the  number  of shares of Common  Stock  that  may  be
    purchased upon exercise of stock  options outstanding as of the date
    hereof which were granted to a non-employee director of a subsidiary
    of the Registrant in December 1995.

(12)  Represents  the  number of shares of  Common  Stock  that  may  be
    purchased upon exercise  of  the Registrant's 1995 Performance-Based
    Contingent Stock Options outstanding  as  of  the  date hereof which
    were approved by stockholder vote on May 4, 1995 and were granted on
    December 31, 1995.

(13)  Represents  the  number  of  shares  of Common Stock that  may  be
    purchased upon exercise of stock options  outstanding as of the date
    hereof which were granted to the thirteen non-employee  directors of
    the Registrant and its subsidiaries and approved by stockholder vote
    on May 30, 1996.

					
PAGE
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            The  following  documents  which  have  been filed by  First
Republic  Bancorp  Inc.  (the  "Company" or the "Registrant")  with  the
Securities and Exchange Commission  hereby  are  incorporated  herein by
reference:

            (a)   The  Registrant's  Annual  Report  on  Form 10-K filed
pursuant  to Section 13 of the Securities Exchange Act of 1934  for  the
fiscal year ended December 31, 1995;

            (b)   All  other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of  the Securities Exchange Act of 1934 since the
end  of  the  fiscal year covered  by  the  Registrant's  Annual  Report
referred to in (a) above; and

            (c)   The  description of the Registrant's Common Stock, par
value $0.01 per share (the  "Common  Stock"), contained in the Company's
Registration  Statement  on  Form 8-A (Registration  No.  92  18  2992),
together  with all amendments and  reports  filed  for  the  purpose  of
updating that description.

            All  documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the  filing of a post-effective amendment which indicates
that all securities offered  hereby  have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.

            Any statement contained in a document incorporated or deemed
to be incorporated by reference into this Registration Statement will be
deemed to be modified or superseded for  purposes  of  this Registration
Statement to the extent that a statement contained in this  Registration
Statement or any other subsequently filed document which also  is  or is
deemed  to be incorporated into this Registration Statement modifies  or
supersedes  that  statement.   Any  statement  so modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute
a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

            L. Martin Gibbs, a partner of Rogers & Wells, is  a Director
of  the  Company  and  the  beneficial  owner of 59,540 shares of Common
Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the Delaware General  Corporation  Law, under
which  the  Company  is  incorporated,  permits, and the By-laws of  the
Registrant authorize, the Registrant to indemnify an officer or director
of the Registrant, or any wholly owned subsidiary  of the Registrant, or
any  other  entity  or  enterprise  that the board of directors  of  the
Registrant may designate by resolution,  who  was  or  is  a party or is
threatened to be made a party to any "proceeding" (including  a lawsuit)
because of his or her position, if he or she acted in good faith  and in
a  manner  he  or she reasonably believed to be in or not opposed to the
best interests of  the  Registrant,  and  authorize  the  Registrant  to
advance  expenses  incurred in defending such a proceeding under certain
circumstances.  If the  officer  or director is successful on the merits
or otherwise, the Registrant is required to indemnify him or her against
all expenses, including attorneys' fees, actually or reasonably incurred
by  him  or her in connection with such  proceeding.   The  Registrant's
charter permits  the  Registrant's  board  of  directors to eliminate or
reduce a director's exposure to personal monetary  liability  for breach
of  his  or  her  fiduciary  duty  as  a  director to the fullest extent
permitted by the Delaware General Corporation Law.

					
PAGE
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8. EXHIBITS.

            There  are  filed  with  the  Registration   Statement   the
following exhibits:

             4.1       Certificate  of  Incorporation  of  the  Company,
                       filed with the Secretary of State of Delaware  on
                       February  19, 1985, as amended by Certificates of
                       Amendment filed  with  the  Secretary of State of
                       Delaware on April 12, 1985, May  19,  1986,  June
                       26,  1986,  August  1,  1986, September 10, 1987,
                       June 30, 1989, October 27,  1989,  May  25, 1990,
                       and   May   26,   1992,  incorporated  herein  by
                       reference to the Registrant's  Annual  Report  on
                       Form  10-K for the fiscal year ended December 31,
                       1995.

             4.2       By-laws  of the Company, as amended, incorporated
                       herein   by   reference   to   the   Registrant's
                       Registration  Statement on Form S-1 (File No. 33-
                       18963).

             5.1       Opinion of Rogers & Wells.

            23.1       Consent of KPMG Peat Marwick LLP.

            23.2       Consent  of Rogers  &  Wells  (contained  in  its
                       opinion filed as Exhibit 5.1 to this Registration
                       Statement).

ITEM 9. UNDERTAKINGS.

     (a) The Registrant hereby undertakes:

        (1)  To file, during any  period  in  which  offers or sales are
   being   made,   a   post-effective  amendment  to  this  Registration
   Statement:

           (i)  To include  any  prospectus required by Section 10(a)(3)
                of the Securities Act of 1933;

           (ii) To reflect in the prospectus any facts or events arising
                after the effective  date  of the Registration Statement
                (or  the most recent post-effective  amendment  thereof)
                which,  individually  or  in  the aggregate, represent a
                fundamental change in the information  set  forth in the
                Registration Statement; and

           (iii) To include any material information with respect to the
                plan  of  distribution not previously disclosed  in  the
                Registration  Statement  or  any material change to such
                information in the Registration Statement;

					
PAGE
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by  those  paragraphs  is contained in periodic reports  filed  with  or
furnished to the Securities  and  Exchange  Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act
of  1934  that  are  incorporated  by  reference  in  this  Registration
Statement.

        (2)   That,  for the purpose of determining any liability  under
   the Securities Act  of 1933, each such post-effective amendment shall
   be  deemed  to  be  a new  registration  statement  relating  to  the
   securities offered therein,  and  the  offering of such securities at
   that  time  shall  be  deemed to be the initial  BONA  FIDE  offering
   thereof.

        (3)  To remove from  registration  by  means of a post-effective
   amendment any of the securities being registered  which remain unsold
   at the termination of the offering.

     (b)  The  Registrant  hereby  undertakes  that,  for  purposes   of
determining  any liability under the Securities Act of 1933, each filing
of  the  Registrant's   annual  report  pursuant  to  Section  13(a)  or
Section  15(d)  of  the  Securities   Exchange   Act  of  1934  that  is
incorporated by reference in this Registration Statement shall be deemed
to  be a new registration statement relating to the  securities  offered
therein,  and  the  offering  of  such  securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

     (c) Insofar as indemnification for liabilities  arising  under  the
Securities  Act  of  1933  may  be  permitted to directors, officers and
controlling  persons  of  the  Registrant   pursuant  to  the  foregoing
provisions, or otherwise, the Registrant has  been  advised  that in the
opinion  of  the Securities and Exchange Commission such indemnification
is against public  policy  as  expressed  in  the Act and is, therefore,
unenforceable.   In  the event that a claim for indemnification  against
such liabilities (other  than  the payment by the Registrant of expenses
incurred or paid by a director,  officer  or  controlling  person of the
Registrant in the successful defense of any action, suit or  proceeding)
is   asserted  by  such  director,  officer  or  controlling  person  in
connection  with  the  securities being registered, the Registrant will,
unless in the opinion of  its  counsel  the  matter  has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against  public policy as
expressed  in the Act and will be governed by the final adjudication  of
such issue.
SIGNATURES

   Pursuant  to  the  requirements  of  the  Securities Act of 1933, the
Registrant certifies that it has reasonable grounds  to  believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to  be  signed  on  its  behalf  by   the
undersigned,  thereunto  duly  authorized, in the City of San Francisco,
State of California, on October 31, 1996.

                                	FIRST REPUBLIC BANCORP INC.

                                     By:     /S/JAMES H. HERBERT, II
                                        =====================================
                                          James H. Herbert, II
                                          President

 					
PAGE
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James H. Herbert, Katherine
August-deWilde and Willis H. Newton, Jr., or any of them, his true and
lawful attorneys-in-fact,  with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including any post-effective
amendments, to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities  and  Exchange  Commission, granting unto said  attorneys-in-
fact, and each of them, full  power and authority to do and perform each
and every act and thing requisite  and necessary to be done in and about
the premises, as fully to all intents  and  purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or their substitutes may lawfully  do  or  cause to be
done by virtue hereof.

      Pursuant  to the requirements of the Securities Act of 1933,  this
Registration Statement  has  been signed by the following persons in the
capacities and on the date indicated:
NAME                                               TITLE                           DATE
/S/ ROGER O. WALTHER                                 Chairman of the Board of               October 31, 1996
=====================
Roger O. Walther                                     Directors			
										
/S/JAMES H. HERBERT, II                              President, Chief Executive             October 31, 1996
============================
James H. Herbert, II                                 Officer and Director
		
/S/ KATHERINE AUGUST-DEWILDE                         Executive Vice President and           October 31, 1996
=============================
Katherine August-deWilde                             Director

/S/ WILLIS H. NEWTON, JR.                            Senior Vice President and Chief        October 31, 1996
============================
Willis H. Newton, Jr.                                Financial Officer			    

/S/ LINDA G. MOULDS                                  Vice President, Secretary and          October 31, 1996
===========================
Linda G. Moulds                                      Controller			

/S/ RICHARD M. COX-JOHNSON                           Director                               October 31, 1996
===========================
Richard M. Cox-Johnson
/S/ KENNETH W. DOUGHERTY                             Director                               October 31, 1996
===========================
Kenneth W. Dougherty

/S/ FRANK J. FAHRENKOPF, JR.                         Director                               October 31, 1996
============================
Frank J. Fahrenkopf, Jr.

/S/ L. MARTIN GIBBS                                  Director                               October 31, 1996
============================
L. Martin Gibbs

/S/ JAMES F. JOY                                     Director                               October 31, 1996
============================
James F. Joy

/S/ JOHN F. MANGAN                                   Director                               October 31, 1996
============================
John F. Mangan

/S/ BARRANT V. MERRILL                               Director                               October 31, 1996
============================
Barrant V. Merrill
PAGE
INDEX TO EXHIBITS
EXHIBIT NO.                           DESCRIPTION PAGE NO.		Page No.
==========			      ====================		=======
4.1	  		Certificate of Incorporation of the
				Company, filed with the Secretary
				of State of Delaware on February 19,
				1985, as amended by Certificates 
				of Amendment filed with the Secretary
				of State of Delaware on April 12, 1985,
				May 19, 1986, June 26, 1986, August 1, 1986,
				September 10, 1987, June 30, 1989, October 27,
				1989, May 25, 1990, and May 26, 1992, 
				incorporated herein by reference to the 
				Registrant's Annual Report on Form 10-K for the
				fiscal year ended December 31, 1995.

 4.2	  		By-laws of the Company, as amended, incorporated
				herein by reference to the Registrant's Registration
				Statement on Form S-1 (File No. 33-18963).

 5.1		   	Opinion of Rogers & Wells.

23.1	 		Consent of KPMG Peat Marwick LLP.

23.2	 		Consent of Rogers & Wells (contained in its opinion filed
				as Exhibit 5.1).