---

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

---

FORM 10-Q

QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2002

FIRST REPUBLIC PREFERRED CAPITAL CORPORATION(Exact Name of Registrant as Specified in its Charter)

|Nevada                                                             |  | 91-1971389                          
|------------------------------------------------------------------ |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization)     |  | (I.R.S. Employer Identification No.)
|                                                                   |  |                                     
|111 Pine Street, 2nd Floor,                                        |  |                                     
|San Francisco, California                                          |  | 94111                               
|(Address of Principal Executive Offices)                           |  | (Zip Code)                          
|                                                                   |  |                                     
|Registrants Telephone Number, Including Area Code: (415) 392-1400
|                                                                  
|Securities Registered Pursuant to Section 12(b) of the Act:       
|None                                                              
|                                                                  
|Securities Registered Pursuant to Section 12(g) of the Act:       
|8.875% Noncumulative Perpetual Series B Preferred Stock           

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|Yes | x | No | o
|--- | - | -- | -

The number of shares outstanding of the Registrants common stock, par value
$.01 per share, as of November 8, 2002 was 18,704,303.

---



---



FIRST REPUBLIC PREFERRED CAPITAL CORPORATION

TABLE OF CONTENTS

|PART I  FINANCIAL INFORMATION |        
|------------------------------ | -------
|                               |        
|                               | Item 1.
|                               |        
|                               |        
|                               |        
|                               |        
|                               |        
|                               |        
|                               |        
|                               |        
|                               |        
|                               | Item 2.
|                               |        
|                               | Item 3.
|                               |        
|                               | Item 4.
|                               |        
|PART II 
OTHER INFORMATION    |        
|                               |        
|                               | Item 1.
|                               |        
|                               | Item 2.
|                               |        
|                               | Item 3.
|                               |        
|                               | Item 4.
|                               |        
|                               | Item 5.
|                               |        
|                               | Item 6.
|                               |        
|SIGNATURES                     | 19     
|                               |        
|CERTIFICATIONS                 | 20     

2





---

ITEM 1.  FINANCIAL STATEMENTS

The following interim financial statements are
unaudited.  However, they reflect all adjustments (which included only normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of financial position, results of operations and cash flows for the
interim periods presented.

FIRST REPUBLIC PREFERRED CAPITAL CORPORATION(A Majority Owned Subsidiary of First Republic Bank)

Balance Sheets(Unaudited)

|                                                                                                                                                                              |                                                                                                                                                                                          | September 30, 2002 |             | December 31, 2001 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ----------- | ----------------- | -
|                                                                                                                                                                              |                                                                                                                                                                                          |                    |             |                   |  
|Assets                                                                                                                                                                        |                                                                                                                                                                                          |                    |             |                   |  
|Cash and short-term investments on deposit with First Republic Bank                                                                                                           |                                                                                                                                                                                          | $                  | 3,231,000   |                   | $
|Single family mortgage loans                                                                                                                                                  |                                                                                                                                                                                          |                    | 207,853,000 |                   |  
|                                                                                                                                                                              | Less: Allowance for loan losses                                                                                                                                                          |                    |             | (200,000          | )
|                                                                                                                                                                              |                                                                                                                                                                                          |                    |             |                   |  
|                                                                                                                                                                              | Net loans                                                                                                                                                                                |                    |             | 207,653,000       |  
|Accrued interest receivable                                                                                                                                                   |                                                                                                                                                                                          |                    | 1,244,000   |                   |  
|Prepaid expenses                                                                                                                                                              |                                                                                                                                                                                          |                    | 22,000      |                   |  
|Receivable from First Republic Bank                                                                                                                                           |                                                                                                                                                                                          |                    |            |                   |  
|                                                                                                                                                                              |                                                                                                                                                                                          |                    |             |                   |  
|                                                                                                                                                                              | Total assets                                                                                                                                                                             |                    | $           | 212,150,000       |  
|                                                                                                                                                                              |                                                                                                                                                                                          |                    |             |                   |  
|Liabilities and Stockholders Equity                                                                                                                                          |                                                                                                                                                                                          |                    |             |                   |  
|Liabilities:                                                                                                                                                                  |                                                                                                                                                                                          |                    |             |                   |  
|                                                                                                                                                                              | Dividends payable on common stock                                                                                                                                                        |                    | $           |                  |  
|                                                                                                                                                                              | Dividends payable on preferred stock                                                                                                                                                     |                    |             | 1,544,000         |  
|                                                                                                                                                                              | Payable to First Republic Bank                                                                                                                                                           |                    |             | 13,000            |  
|                                                                                                                                                                              | Other payables                                                                                                                                                                           |                    |             | 12,000            |  
|                                                                                                                                                                              |                                                                                                                                                                                          |                    |             |                   |  
|                                                                                                                                                                              | Total liabilities                                                                                                                                                                        |                    |             | 1,569,000         |  
|                                                                                                                                                                              |                                                                                                                                                                                          |                    |             |                   |  
|Stockholders equity:                                                                                                                                                         |                                                                                                                                                                                          |                    |             |                   |  
|                                                                                                                                                                              | Preferred stock, $0.01 par value per share; 5,000,000 shares authorized:                                                                                                                 |                    |             |                   |  
|                                                                                                                                                                              | 10.50% perpetual, exchangeable, noncumulative Series A preferred stock; stated liquidation value of $1,000 per share; 55,000 shares authorized,
issued and outstanding                   |                    |             | 55,000,000        |  
|                                                                                                                                                                              | 5.70% perpetual, convertible, exchangeable, noncumulative Series C preferred stock; stated liquidation value of $1,000 per share; 10,000 shares authorized, 7,000
issued and outstanding |                    |             | 7,000,000         |  
|                                                                                                                                                                              | 8.875% perpetual, exchangeable, noncumulative Series B preferred stock; stated liquidation value of $25 per share; 1,680,000 shares authorized,
issued and outstanding                   |                    |             | 42,000,000        |  
|Common stock, $.01 par value, 25,000,000 shares authorized, 18,704,303 and 11,243,472 shares issued and outstanding at September 30, 2002 and December 31, 2001,
respectively |                                                                                                                                                                                          |                    | 187,000     |                   |  
|Additional paid-in capital                                                                                                                                                    |                                                                                                                                                                                          |                    | 105,107,000 |                   |  
|Retained earnings                                                                                                                                                             |                                                                                                                                                                                          |                    | 1,287,000   |                   |  
|                                                                                                                                                                              |                                                                                                                                                                                          |                    |             |                   |  
|                                                                                                                                                                              | Total stockholders equity                                                                                                                                                               |                    |             | 210,581,000       |  
|                                                                                                                                                                              |                                                                                                                                                                                          |                    |             |                   |  
|                                                                                                                                                                              | Total liabilities and stockholders equity                                                                                                                                               |                    | $           | 212,150,000       |  
|                                                                                                                                                                              |                                                                                                                                                                                          |                    |             |                   |  
|                                                                                                                                                                              |                                                                                                                                                                                          |                    |             |                   |  

See accompanying notes to financial statements.

3





---

FIRST REPUBLIC PREFERRED CAPITAL CORPORATION(A Majority Owned Subsidiary of First Republic Bank)

Statements of Income(Unaudited)

|                             |                                                       | Quarter Ended September 30, |           | Nine Months Ended September 30, |  
|---------------------------- | ----------------------------------------------------- | --------------------------- | --------- | ------------------------------- | -
|                             |                                                       |                             |           |                                 |  
|                             |                                                       | 2002                        |           | 2001                            |  
|                             |                                                       |                             |           |                                 |  
|Interest Income:             |                                                       |                             |           |                                 |  
|                             | Interest on loans                                     |                             | $         | 2,981,000                       |  
|                             | Interest on short-term investments                    |                             |           | 31,000                          |  
|                             |                                                       |                             |           |                                 |  
|                             | Total interest income                                 |                             |           | 3,012,000                       |  
|Provision for loan losses    |                                                       |                             | 200,000   |                                 |  
|                             |                                                       |                             |           |                                 |  
|                             | Total interest income after provision for loan losses |                             |           | 2,812,000                       |  
|                             |                                                       |                             |           |                                 |  
|Operating Expense:           |                                                       |                             |           |                                 |  
|                             | Advisory fees payable to First Republic Bank          |                             |           | 13,000                          |  
|                             | General and administrative                            |                             |           | 46,000                          |  
|                             |                                                       |                             |           |                                 |  
|                             | Total operating expense                               |                             |           | 59,000                          |  
|                             |                                                       |                             |           |                                 |  
|                             | Net income                                            |                             | $         | 2,753,000                       |  
|                             |                                                       |                             |           |                                 |  
|Net income                   |                                                       | $                           | 2,753,000 |                                 | $
|Dividends on preferred stock |                                                       |                             | 2,475,000 |                                 |  
|                             |                                                       |                             |           |                                 |  
|                             | Net income available to common stockholders           |                             | $         | 278,000                         |  
|                             |                                                       |                             |           |                                 |  
|                             |                                                       |                             |           |                                 |  

See accompanying notes to financial statements.

4





---

FIRST REPUBLIC PREFERRED CAPITAL CORPORATION(A Majority Owned Subsidiary of First Republic Bank)

Statements of Cash Flows(Unaudited)

|                                                  |                                                                                   | Nine Months Ended September 30, |           
|------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------- | ----------
|                                                  |                                                                                   |                                 |           
|                                                  |                                                                                   | 2002                            |           
|                                                  |                                                                                   |                                 |           
|Cash flows from operating activities:             |                                                                                   |                                 |           
|                                                  | Net income                                                                        |                                 | $         
|                                                  | Adjustments to reconcile net income to net cash provided by operating activities: |                                 |           
|                                                  | Provision for loan losses                                                         |                                 |           
|                                                  | Amortization of premium on loans                                                  |                                 |           
|                                                  | Changes in operating assets and liabilities:                                      |                                 |           
|                                                  | Interest receivable                                                               |                                 |           
|                                                  | Receivable from First Republic Bank                                               |                                 |           
|                                                  | Other assets                                                                      |                                 |           
|                                                  | Payable to First Republic Bank                                                    |                                 |           
|                                                  | Other payables                                                                    |                                 |           
|                                                  |                                                                                   |                                 |           
|                                                  | Net cash provided by operating activities                                         |                                 |           
|                                                  |                                                                                   |                                 |           
|Cash flows from investing activities:             |                                                                                   |                                 |           
|                                                  | Loans purchased from First Republic Bank                                          |                                 |           
|                                                  | Principal payments on loans                                                       |                                 |           
|                                                  |                                                                                   |                                 |           
|                                                  | Net cash used in investing activities                                             |                                 |           
|                                                  |                                                                                   |                                 |           
|Cash flows from financing activities:             |                                                                                   |                                 |           
|                                                  | Issuance of preferred stock                                                       |                                 |           
|                                                  | Issuance of common stock to First Republic Bank                                   |                                 |           
|                                                  | Dividends paid on preferred stock                                                 |                                 |           
|                                                  | Dividends paid on common stock                                                    |                                 |           
|                                                  |                                                                                   |                                 |           
|                                                  | Net cash provided by financing activities                                         |                                 |           
|                                                  |                                                                                   |                                 |           
|Decrease in cash and cash equivalents             |                                                                                   |                                 | (6,649,000
|Cash and cash equivalents at beginning of year    |                                                                                   |                                 | 9,880,000 
|                                                  |                                                                                   |                                 |           
|Cash and cash equivalents at end of period        |                                                                                   | $                               | 3,231,000 
|                                                  |                                                                                   |                                 |           
|Supplemental disclosure of cash flow information: |                                                                                   |                                 |           
|                                                  | Preferred stock dividend payable                                                  |                                 | $         
|                                                  |                                                                                   |                                 |           

See accompanying notes to financial statements.

5





---

FIRST REPUBLIC PREFERRED CAPITAL CORPORATION(A Majority Owned Subsidiary of First Republic Bank)

Notes to Financial Statements

September 30, 2002

(1)   Organization and Basis of Presentation

First Republic Preferred Capital Corporation (the Company) is a
Nevada Corporation formed by First Republic Bank (the Bank) on April 19, 1999 for the purpose of raising capital for the Bank. The Bank initially capitalized the Company with $111 million. The proceeds were used to fund the
Companys principal business of acquiring, holding, financing and managing assets secured by real estate mortgages and other obligations secured by real property, as well as certain other qualifying real estate investment trust
(REIT) assets (collectively, the Mortgage Assets). The Mortgage Assets presently held by the Company are loans secured by single-family residential real estate properties (Mortgage Loans) that were acquired from
the Bank. The Company expects that all, or substantially all, of its Mortgage Assets will be Mortgage Loans that the Company will acquire from the Bank. The Company has elected to be taxed as a REIT and intends to make distributions to its
shareholders so as to be relieved of substantially all income taxes relating to ordinary income under applicable tax regulations. Accordingly, no provision for income taxes is included in the accompanying financial statements. To date, the Company
has issued 18,704,303 shares of common stock, par value $0.01 per share (the Common Stock). The Bank owns all of the Common Stock, except for 9,840 shares held by certain of the Banks employees and directors. Earnings per share
data is not presented, as the Companys Common Stock is not publicly traded.

On June 1, 1999, the Company completed a private offering (the Offering)
of 55,000 shares of perpetual, exchangeable, noncumulative Series A preferred shares (the Series A Preferred Shares), and received proceeds of $55 million including underwriting fees contributed by the Bank.  The Series A Preferred
Shares have not been registered under the Securities Act of 1933 (the Securities Act) or any other applicable securities law.  The Series A Preferred Shares may not be resold, pledged or otherwise transferred by the purchaser or any
subsequent holder except (A)(i) to a person whom the transferor reasonably believes is a Qualified Institutional Buyer (QIB) in a transaction meeting the requirements of Rule 144A under the Securities Act; (ii) to Institutional
Accredited Investors (of the type described in Rule 501(a)(1) or (3) under the Securities Act) in transactions exempt from the registration requirements of the Securities Act; or (iii) pursuant to the exemption from registration under the Securities
Act provided by Rule 144 (if available), and (B) in accordance with all applicable securities laws of the states of the United States. The Series A Preferred Shares are not listed on any national securities exchange or for quotation through the
Nasdaq National Stock Market, Inc. The Series A Preferred Shares are eligible for trading in the Private Offerings, Resales and Trading through Automated Linkages System of the National Association of Securities Dealers (PORTAL).

The Company used the proceeds from the Offering to fund a dividend distribution to the Bank as the holder of initially all of the Companys Common Stock.

On June 20, 2001, the Company completed a private placement to an affiliate of Credit Suisse First Boston of perpetual, exchangeable, noncumulative Series C preferred
shares (the Series C Preferred Shares) that are convertible into common stock of the Bank. The placement amount

6





---

was $7 million at a dividend rate of 5.7%. The Series C Preferred Shares are convertible into Bank shares at a price of $30.56 per share. Dividends on the Series C Preferred
Shares are paid semi-annually on June 30 and December 30. In connection with this transaction, the Company issued and the Bank purchased $7 million of additional Common Stock.

The Company used the proceeds from the issuance of the Series C Preferred Shares and the additional issuance of Common Stock to purchase from the Bank approximately $14 million of single family
mortgage loans.

On January 24, 2002, the Company received $42 million from the issuance of 1,680,000 shares of 8.875% Noncumulative Perpetual Series B Preferred Stock
(the Series B Preferred Shares) in an initial public offering pursuant to a Registration Statement on Form S-11 (File No. 333-72510) that was initially filed with the Securities and Exchange Commission on October 31, 2001. The Series B
Preferred Shares trade on the Nasdaq National Market under the symbol FRCCP. Holders of Series B Preferred Shares are entitled to receive, if, when, and as authorized and declared by our Board of Directors, cash dividends out of assets
of the Company legally available therefor at an annual rate of 8.875% of the $25.00 liquidation preference per share and no more. In connection with this transaction, the Company issued and the Bank purchased $42 million of additional Common
Stock.

The Company used the proceeds from the issuance of the Series B Preferred Shares and the additional issuance of Common Stock to purchase from the Bank
approximately $80 million of single family mortgage loans and $4 million of short-term investments.

These interim statements are intended to be read in conjunction
with the financial statements presented in First Republic Preferred Capital Corporations Annual Report on Form 10-K as of and for the year ended December 31, 2001. Interim results are not necessarily indicative of results to be expected for
the entire year.

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required
to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for losses on loans, and the rate at which discount is accreted into interest income.

(2)   Summary of Significant Accounting Policies

(a)   Mortgage Loans

Mortgage Loans are carried at the principal amount outstanding, net of purchase discounts and premiums. Discounts, or premiums on Mortgage Loans, are accreted or amortized as yield adjustments
over the expected lives of the loans using the interest method. Unaccreted or unamortized discounts or premiums on loans sold or paid in full are recognized in income at the time of sale or payoff.  Mortgage Loans consist entirely of
single-family mortgages as of September 30, 2002 and December 31, 2001, respectively.

The Company has purchased Mortgage Loans from the Bank at the Banks
carrying amount, which generally has approximated the fair value of the loans purchased.  If a significant difference were to exist between the Banks carrying amount and the fair value of loans

7





---

purchased by the Company, such difference would be recorded as a capital contribution by the Bank or a capital distribution to the Bank and would not be an adjustment to the
basis of the loans.

Of the $208 million outstanding mortgage loans at September 30, 2002, 40% were adjustable rate loans, 38% were intermediate-fixed rate loans, and
22% were fixed rate loans. The weighted-average coupons for the three loan types were 5.29%, 6.58% and 6.94%, respectively. At December 31, 2001, 70% were adjustable rate loans, 20% were intermediate-fixed rate loans, and 10% were fixed rate loans.
The weighted-average coupons for the three loan types were 6.28%, 6.59%, and 7.04%, respectively. The weighted-average maturities on these single-family loans as of September 30, 2002 and December 31, 2001 were 24.1 years and 24.3 years,
respectively.

Interest income from loans is recognized in the month earned. Interest income is not recorded on loans when they become more than 90 days delinquent,
except for single family loans that are well secured and in the process of collection, or at such earlier time as management determined that the collectibility of interest is unlikely. When a loan is placed on nonaccrual status, interest income may
be recorded when cash is received, provided that the Companys recorded investment in such loans is deemed collectible. When, in managements judgment, a borrowers ability to make periodic interest and principal payments resumes, the
loan is returned to accrual status.  There were no nonaccrual loans as of September 30, 2002 or December 31, 2001.

The Company classifies a loan as impaired
when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.  The Company collectively reviews its portfolio of single-family
mortgage loans for impairment.  There were no impaired loans included in the Companys loan portfolio as of September 30, 2002 or December 31, 2001.

(b)   Allowance
for Loan Losses

The Company establishes an allowance for loan losses based upon specific conditions at the time.  The Company considers a number of
factors, including the Companys and the Banks past loss experience, the Banks underwriting policies, the amount of past due and nonperforming loans, legal requirements, recommendations or requirements of regulatory authorities,
current economic conditions and other factors.  During the third quarter of 2002, the Company provided an allowance for loan losses in the amount of $200,000, which represents approximately 10 basis points of total outstanding loans.  If
the Company determines that an additional allowance is required, the Company would provide for loan losses by charging current income.

(c)   Other Real Estate Owned

Real estate acquired through foreclosure is recorded at the lower of cost or fair value minus estimated costs to sell. Costs related to holding real estate
are recorded as expenses when incurred.  The Company has not owned any real estate since inception or as of September 30, 2002 or December 31, 2001.

(d)   Statements of
Cash Flows

For the purpose of reporting cash flows, cash and cash equivalents include cash on hand and cash on deposit at the Bank. As a REIT, the Company
paid no income taxes for the nine months ended September 30, 2002 or 2001.

8





---

(3)   Related Party Transactions

Since inception in April 1999, the
Company acquired all of its loans from the Bank. The aggregate cost of such loans acquired by the Company was approximately $30 million during the third quarter of 2002 and $20 million during the third quarter of 2001, including net discounts of
$146,000 and net premiums of $135,000, respectively.  The aggregate cost of such loans for the first nine months of 2002 was approximately $154 million and $44 million for the same period in 2001, including net premiums of $181,000 and
$189,000, respectively.  All purchases were at a price equal to the Banks carrying amount, which approximated the fair value of the loans.

The Company
entered into an Amended and Restated Master Loan Purchase and Servicing Agreement with the Bank pursuant to which the Bank performs, among other things, the servicing of loans held by the Company in accordance with normal industry practice. 
The servicing fee that the Bank charges is 0.25% per year of the outstanding principal balances of all Mortgage Loans that the Bank services, which reduces interest income.  The Bank earned servicing fees on the Companys loans of $110,000
and $69,000 for the quarters ended September 30, 2002 and 2001, respectively, and $315,000 and $205,000 for the nine months ended September 30, 2002 and 2001, respectively.  The Company records interest on loans net of the servicing fees paid
to the Bank.  In its capacity as servicer, the Bank holds in custodial accounts at the Bank Mortgage Loan payments received on behalf of the Company.

The Company
entered into an Amended and Restated Advisory Agreement with the Bank pursuant to which the Bank administers the day-to-day operations of the Company.  The Bank is responsible for (i) monitoring the credit quality of the Mortgage Assets held by
the Company, (ii) advising the Company with respect to the reinvestment of income from, and principal payments on, the Mortgage Assets, and with respect to the acquisition, management, financing and disposition of the Companys Mortgage Assets,
and (iii) monitoring the Companys compliance with the requirements necessary to qualify as a REIT.  The advisory fee is $50,000 per year, payable in equal quarterly installments.  The Company had $13,000 payable to the Bank for
advisory fees as of September 30, 2002 and December 31, 2001.

During the third quarter of 2002, the Bank purchased 500 shares of the Companys outstanding Series
A Preferred Shares, with a liquidation preference value of $500,000.  Accordingly, the Bank currently owns 15,000 shares of the Companys Series A Preferred Shares, with a liquidation preference value of $15.0 million.

(4)   Dividends Payable

Dividends on the Series A Preferred Shares, Series B Preferred Shares and the Series C
Preferred Shares are payable at the rate of 10.5%, 8.875% and 5.7% per annum, respectively, if, when and as authorized by the Companys Board of Directors.  If authorized, dividends on Series A Preferred Shares and the Series C Preferred
Shares are payable semiannually in arrears on the 30th day of June and December each year.  If authorized, dividends on Series B Preferred Shares are payable quarterly in arrears on the 30th of March, June, September, and
December each year. Consequently, if the Board of Directors does not authorize dividends on the Series A Preferred Shares, the Series B Preferred Shares and the Series C Preferred Shares for each of its respective dividend periods, holders of each
class of Preferred Shares will not be entitled to be paid that dividend later, or to recover any unpaid dividend whether or not funds are or subsequently become available.  The Board of Directors may determine, in its business judgment, that it
would be in the best interest of the Company to pay less than the full amount of the stated dividend for

9





---

each dividend period on each series of Preferred Shares.  However, to remain qualified as a REIT, the Company must distribute annually at least 90% of its REIT
taxable income (not including capital gains) to stockholders, and generally, the Company cannot pay dividends on the Common Stock for periods in which less than full dividends are paid on each series of Preferred Shares.  For the quarter
ended September 30, 2002, the Company paid quarterly dividends of $931,000 on the Series B Preferred Shares, and the Company accrued $1,444,000 and $100,000 for Series A and Series C Preferred Shares dividends, respectively, which are paid
semi-annually.

To the holders of Common Stock, the Company currently expects to pay an aggregate amount of dividends with respect to its outstanding shares of stock
equal to not less than 90% of the Companys REIT taxable income at year end (excluding capital gains) in order to remain qualified as a REIT. As of September 30, 2002, the Company has not declared dividends to the holders of its
Common Stock.

(5)   Common Stock

The Company was formed on April 19, 1999. According to its
Articles of Incorporation, the Company has the authority to issue 25,000,000 shares of Common Stock with a par value of $0.01 per share.  The Company initially issued 10,000,000 shares to the Bank in exchange for approximately $111 million of
assets.  Upon the issuance of $55 million of Preferred Shares in June 1999, the Company made a return of capital to the Bank.  In June 2001, the Company purchased from the Bank approximately $14 million in mortgage assets in exchange for
1,243,000 shares of Common Stock and $7 million in cash.  At September 30, 2002, the Company had 18,704,303 of outstanding shares of Common Stock. Holders of Common Stock are entitled to receive dividends if and when authorized and declared by
the Board of Directors out of funds legally available therefor after all preferred dividends have been paid for the full year.  As of September 30, 2002, no Common Stock dividends have been declared in 2002.

(6)   Preferred Stock

On June 1, 1999, the Company issued 55,000 Series A Preferred Shares.  Proceeds from this
issuance were $55 million including underwriting fees contributed by the Bank.  The Series A Preferred Shares are not redeemable prior to June 1, 2009.  Holders of the Series A Preferred Shares are entitled to receive, if authorized and
declared by the Board of Directors of the Company, noncumulative dividends at a rate of 10.5% per annum or $105 per annum per share.  Dividends on the Series A Preferred Shares are payable semiannually in arrears on June 30 and December 30 of
each year.  No dividends are payable on September 30, 2002, or 2001.  However, the Company accrued $1,444,000 for dividends payable on each of those dates.

On January 24, 2002, the Company issued 1,680,000 Series B Preferred Shares.  Proceeds from this issuance were $42 million including underwriting fees contributed by the Bank.  The
Series B Preferred Shares are not redeemable prior to December 30, 2006.  Holders of the Series B Preferred Shares are entitled to receive, if authorized and declared by the Board of Directors of the Company, noncumulative dividends at a rate
of 8.875% per annum or $2.21875 per annum per share.  Dividends on the Series B Preferred Shares are payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year.  The Company paid dividends of $931,000 on
September 30, 2002.

On June 20, 2001, the Company issued 7,000 Series C Preferred Shares.  Proceeds from this issuance were $7 million, including issuance costs
contributed by the Bank.  The Series C

10





---

Preferred Shares are not redeemable prior to June 16, 2007.  The Series C Preferred Shares are convertible into common stock of the Bank at a price of $30.56 per
share.

The single holder of the Series C Preferred Shares is entitled to receive, if authorized and declared by the Board of Directors of the Company, noncumulative
dividends at a rate of 5.7% per annum or $57 per annum per share.  Dividends on the Series C Preferred Shares are payable semiannually in arrears on June 30 and December 30 of each year.  No dividends were payable at September 30,
2002.  However, the Company accrued $100,000 for dividends payable at that date.

Upon the occurrence of an adverse change in relevant tax laws, the Company will
have the right to redeem the Series A Preferred Shares, the Series B Preferred Shares, and the Series C Preferred Shares in whole (but not in part).  The liquidation preference of the Series A Preferred Shares and the Series C Preferred Shares
is $1,000 per share, plus the semiannual dividend thereon accrued through the date of redemption for the dividend period in which the redemption occurs.  The Series B Preferred Shares have a liquidation preference of $25 per share, plus the
semiannual dividend thereon accrued through the date of redemption for the dividend period in which the redemption occurs.  Each Series A Preferred Share, Series B Preferred Share, and Series C Preferred Share will be exchanged into preferred
shares of the Bank upon the occurrence of certain events.  The exchange rate for the Series A Preferred Shares and the Series C Preferred Shares is 1:1.  The exchange rate for the Series B Preferred Shares is 1:1/40.

(7)   Concentration of Credit Risk

The Company presently holds Mortgage Loans in respect of real estate
properties primarily located in the state of California (78% of the total).  Future economic, political, or other developments in this state could adversely affect the value of the Mortgage Loans.

ITEM 2.  
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

This discussion summarizes the significant factors affecting the financial condition and results of operations of the Company during the quarter and nine months ended September 30, 2002. 
This discussion is provided to increase the understanding of, and should be read in conjunction with, the unaudited financial statements, accompanying notes and tables included in this quarterly report.

Information Regarding Forward-Looking Statements

Except for historical information and discussions contained herein, this Form 10-Q may
contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.  Forward-looking statements
include, but are not limited to:

| | business strategy;
|- | ------------------

11





---

| | estimates regarding our capital requirements and our need for additional financing; and               
|- | ------------------------------------------------------------------------------------------------------
|  |                                                                                                       
| | plans, objectives, expectations and intentions contained in this report that are not historical facts.

In some cases, forward-looking statements can be identified by terms such as may, will, should, could, expect, anticipate,
believe, estimate, project, predict, intend, potential, continue, and similar expressions intended to identify forward-looking statements.  Statements that
contain these words should be read carefully because they discuss future expectations, contain projections of future results of operations or of financial condition or state other forward-looking information. It is important to
communicate future expectations to investors.  There may be events in the future, however, that cannot be accurately predicted or controlled, and that may cause actual results to differ materially from the expectations described in the
forward-looking statements.  Caution should be taken that all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited
to, competitive pressure in the mortgage lending industry; changes in the interest rate environment that reduce margins; general economic conditions, either nationally or regionally, that are less favorable than expected, resulting in, among other
things, a deterioration in credit quality and an increase in the provision for possible loan losses; changes in the regulatory environment; changes in business conditions, particularly in San Francisco and Los Angeles counties and in the home
mortgage lending industry; and changes in the securities markets.  Other risks, uncertainties and factors are discussed elsewhere in this report, in the Companys other filings with the SEC or in materials incorporated therein by
reference.

Results of Operations

Net income was $2,753,000 for the third quarter of 2002, compared to
$2,055,000 for the third quarter of 2001.  For the first nine months, net income was $8,475,000 compared to $6,109,000 for the same period in 2001.  The primary reason for the increase in net income in 2002 compared to 2001 was higher
average earning assets.  The ratio of earnings to fixed charges was 1.11x and 1.18x for the quarter and nine months ended September 30, 2002, respectively, compared to 1.34x for the year ended December 31, 2001.  Dividend payments are 100%
of fixed charges.

12





---

The following tables set forth the yields on earning assets for the periods indicated.

|                       |  | Three Months Ended September 30, |        
|---------------------- |  | -------------------------------- | -------
|                       |  |                                  |        
|                       |  | 2002                             |        
|                       |  |                                  |        
|                       |  | Average Balance                  |        
|                       |  |                                  |        
|                       |  | (Dollars in thousands)           |        
|                       |  |                                  |        
|Loans                  |  | $                                | 202,643
|Short-term investments |  |                                  | 7,634  
|                       |  |                                  |        
|Total Earning Assets   |  | $                                | 210,277
|                       |  |                                  |        
|                       |  |                                  |        
|                       |  | Nine Months Ended September 30,  |        
|                       |  |                                  |        
|                       |  | 2002                             |        
|                       |  |                                  |        
|                       |  | Average Balance                  |        
|                       |  |                                  |        
|                       |  | (Dollars in thousands)           |        
|                       |  |                                  |        
|Loans                  |  | $                                | 194,605
|Short-term investments |  |                                  | 8,407  
|                       |  |                                  |        
|Total Earning Assets   |  | $                                | 203,012
|                       |  |                                  |        

The weighted average yield on interest-earning assets was 5.73% for
the third quarter of 2002, compared to 5.79% for the second quarter of 2002 and 6.64% for the third quarter of 2001.  Loan portfolio yields were 5.88%, 5.96%, and 6.88%, respectively.  The interest rates on adjustable rate loans vary with
market rates and increased during 2001, before declining in 2002.  The yields on both loans and short-term investments were the highest during the first quarter in 2001 because the general level of interest rates peaked at the end of 2000.

The Bank retains an annual servicing fee of 25 basis points on the gross average outstanding principal balance of the Companys loan portfolio that the Bank
services, which reduces the interest income that the Company receives.  For the quarters ended September 30, 2002 and 2001, loan servicing fees were $110,000 and $69,000, respectively.  For the nine months ended 2002 and 2001, loan
servicing fees were $315,000 and $205,000, respectively.  The Company also incurs advisory fee expenses payable to the Bank.  The Company entered into an Amended and Restated Master Loan Purchase and Servicing Agreement in December 2001
with the Bank for services the Bank renders on its behalf for which the Bank is paid $50,000 per annum.  For the quarters ended September 30, 2002 and 2001, the Company paid advisory fees of $13,000.  For the nine months ended September
30, 2002 and 2001, advisory fees were $38,000.

Other operating expenses consisted primarily of credit agency fees and audit fees.  For the quarters ended
September 30, 2002 and 2001, credit agency fees were $6,000 and $19,000, respectively, and auditing fees were $15,000 and $8,000, respectively.  For the nine months

13





---

ended 2002 and 2001, credit agency fees were $27,000 and $34,000, respectively, and auditing fees were $56,000 and $22,000, respectively.

Financial Condition

Interest-bearing Deposits with the Bank

At
September 30, 2002 and December 31, 2001, interest-bearing deposits consisted entirely of a money market account held at the Bank.  Generally, the balance in this account reflects principal and interest received on the mortgage loan portfolio.

Loan Portfolio

The loan portfolio at September 30, 2002 and December 31, 2001 consisted
entirely of single family mortgage loans purchased from the Bank.  The Company anticipates that in the future it will continue to purchase all of its loans from the Bank.

A loan is placed on nonaccrual status when any installment of principal or interest is over 90 days past due, except for single family loans that are well secured and in the process of collection,
or when the Company determines that the ultimate collection of all contractually due principal or interest is unlikely.

As of September 30, 2002 and December 31,
2001, there were no nonaccrual loans or loans that were troubled debt restructurings.  Also, at September 30, 2002 and December 31, 2001, there were no accruing loans that were contractually past due more than 90 days.

As of September 30, 2002, the Company had one loan in the amount of $1.8 million that was 90 days delinquent.  The current loan-to-value ratio for this loan is approximately 67%, and
the Company considers this loan to be well secured and in the process of collection.

The following table provides information with respect to the Companys
allowance for loan losses.

|($in thousands)                                   |  | Nine Months Ended September 30, 2002 |         |   | Year Ended December 31, 2001 |  
|------------------------------------------------- |  | ------------------------------------ | ------- | - | ---------------------------- | -
|                                                  |  |                                      |         |   |                              |  
|Allowance for Loan Losses:                        |  |                                      |         |   |                              |  
|                                                  |  |                                      |         |   |                              |  
|Balance beginning of period                       |  | $                                    |        |   |                              | $
|Provision charged to expense                      |  |                                      | 200     |   |                              |  
|Chargeoffs                                        |  |                                      |        |   |                              |  
|Recoveries                                        |  |                                      |        |   |                              |  
|                                                  |  |                                      |         |   |                              |  
|Balance end of period                             |  | $                                    | 200     |   |                              | $
|                                                  |  |                                      |         |   |                              |  
|                                                  |  |                                      |         |   |                              |  
|Average loans for the period                      |  | $                                    | 194,605 |   |                              | $
|Total loans at period end                         |  | $                                    | 207,853 |   |                              | $
|                                                  |  |                                      |         |   |                              |  
|Ratio of allowance for loan losses to total loans |  |                                      | 0.10    | % |                              |  

14





---

During the third quarter of 2002, the Company recorded a provision of $200,000 to establish the allowance for loan losses.  As of September
30, 2002, the Companys allowance for loan losses was 0.10% of total loans.

Significant Concentration of Credit Risk

Concentration of credit risk generally arises with respect to our loan portfolio when a number of borrowers engage in similar business activities, or activities in the same geographical region.
Concentration of credit risk indicates the relative sensitivity of our performance to both positive and negative developments affecting a particular industry.  The balance sheet exposure to geographic concentrations directly affects the credit
risk of the loans within the loan portfolio.

At September 30, 2002, 60% of our loans were secured by properties located in the San Francisco Bay Area, 11% in Los
Angeles County, 7% in other parts of California, 12% in New York and contiguous states, and 10% in other parts of the United States. At September 30, 2002, the weighted average loan-to-value ratio for the mortgage portfolio was approximately 55%,
based on the appraised values of the properties at the time the loans were originated.

The following table presents an analysis of our loan portfolio at September 30,
2002 by major geographic location.

|                    |  | San Francisco Bay Area |         |   | Los Angeles County |   |        | Other Calif Areas |  |   | Greater New York City Area |   |  | Other |        |   | Total |  
|------------------- |  | ---------------------- | ------- | - | ------------------ | - | ------ | ----------------- |  | - | -------------------------- | - |  | ----- | ------ | - | ----- | -
|                    |  |                        |         |   |                    |   |        |                   |  |   |                            |   |  |       |        |   |       |  
|                    |  | (Dollars in thousands)
|Mortgage loans      |  | $                      | 124,389 |   |                    | $ | 22,375 |                   |  | $ | 14,977                     |   |  | $     | 26,288 |   |       | $
|Percent by location |  |                        | 60      | % |                    |   | 11     | %                 |  |   | 7                          | % |  |       | 12     | % |       |  

Liquidity and Capital Resources

The Companys principal liquidity needs are to fund the acquisition of additional Mortgage Assets as borrowers repay Mortgage Assets held and to pay dividends. The Company will continue to
fund the acquisition of additional Mortgage Loans with the proceeds of principal repayments on its current portfolio of Mortgage Loans. Proceeds from interest payments will be reinvested until used for the payment of operating expenses and
dividends. The Company does not anticipate that it will have any other material capital expenditures. The cash generated from the payment of interest and principal on the Mortgage Assets should provide sufficient funds to the operating requirements
and to pay dividends in accordance with the requirements to be taxed as a REIT for the foreseeable future.

ITEM 3.  
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company services fixed-rate dividend obligations to preferred stockholders and
operating expenses by the collection of interest income from its Mortgage Loans. To facilitate meeting dividend payments, the Company has maintained an average earning asset balance approximately equal to two times the liquidation preference of its
outstanding preferred shares.

At September 30, 2002, the Companys loan portfolio consisted of 40% adjustable rate loans, 38% intermediate fixed rate loan and
22% fixed rate loans, the same percentages at June 30, 2002.  The weighted average yield on earning assets for the quarter ended September 30, 2002, was 5.73%, down 6 basis points compared to 5.79% for the quarter ended June 30, 2002. 
The

15





---

current low interest rate environment is causing prepayment speeds to increase on higher yielding Mortgage Loans.  During the quarter, the Companys combined
intermediate fixed and fixed rate portfolios were repaid at an annualized speed of 77%.  The Company has invested these prepayment proceeds in lower yielding Mortgage Loans, resulting in lower yields on earning assets.  With earning
assets  approximately two times liabilities, the Companys current fixed charges to net income ratio is 1.11x for the third quarter of 2002, compared to 1.21x for the second quarter of 2002 and  1.33x for the third quarter of
2001.

At present, the Company attempts to reinvest its cashflow in intermediate fixed rate and fixed rate loans.  Adjustable rate loans as a percentage of total
outstanding Mortgage Loans have remained at about 40% for the last three quarters.  With the interest rate environment declining over the last year to 40-year historical low levels, the interest rate on adjustable rate loans has declined. 
The timing of decreases in interest income on adjustable rate loans depends on the loans interest rate index, the timing of a decrease in that index and the timing of the corresponding adjustments to the loan rate.  During the third
quarter of 2002, the average interest rate earned on the adjustable rate loans has leveled off, primarily because the interest rate environment during 2002 has remained stable with the Federal Funds rate at 1.75% since December 2001.  At
September 30, 2002, the interest rate index for 23% of the Mortgage Loans is based on the 11th District Cost of Funds Index (COFI).  COFI is a lagging index that tends to respond much more slowly than a market rate index such as the
prime rate to changes in the general interest rate environment.  Although market rate indices have remained relatively constant during the year, the COFI index increased during May and June of 2002 and decreased in July 2002.

The following table reflects the outstanding loan portfolio at September 30, 2002 by interest rate type.

|                            |                          | Balance                |         | Net Coupon (1)(2) |  | Months to Next Reset (1) |      | Percentage of Portfolio |    
|--------------------------- | ------------------------ | ---------------------- | ------- | ----------------- |  | ------------------------ | ---- | ----------------------- | ---
|                            |                          |                        |         |                   |  |                          |      |                         |    
|                            |                          | (Dollars in thousands) |        
|ARM Loans:                  |                          |                        |         |                   |  |                          |      |                         |    
|                            | COFI                     |                        | $       | 48,002            |  |                          | 5.14 | %                       |    
|                            | CMT                      |                        |         | 31,759            |  |                          | 5.58 |                         |    
|                            | Libor                    |                        |         | 1,331             |  |                          | 3.65 |                         |    
|                            | Prime                    |                        |         | 1,816             |  |                          | 5.50 |                         |    
|                            |                          |                        |         |                   |  |                          |      |                         |    
|                            | Total ARMs               |                        |         | 82,908            |  |                          | 5.29 |                         |    
|                            |                          |                        |         |                   |  |                          |      |                         |    
|Intermediate Fixed:         |                          |                        |         |                   |  |                          |      |                         |    
|                            | 13 months to 36 months   |                        |         | 25,230            |  |                          | 6.58 |                         |    
|                            | 37 months to 60 months   |                        |         | 31,749            |  |                          | 6.59 |                         |    
|                            | Greater than 60 months   |                        |         | 22,312            |  |                          | 6.57 |                         |    
|                            |                          |                        |         |                   |  |                          |      |                         |    
|                            | Total Intermediate Fixed |                        |         | 79,291            |  |                          | 6.58 |                         |    
|                            |                          |                        |         |                   |  |                          |      |                         |    
|Total Adjustable Rate Loans |                          |                        | 162,199 |                   |  | 5.92                     |      |                         | 24 
|Fixed Rate Loans            |                          |                        | 45,654  |                   |  | 6.94                     |      |                         | 228
|                            |                          |                        |         |                   |  |                          |      |                         |    
|                            | Total Loans              |                        | $       | 207,853           |  |                          | 6.15 | %                       |    
|                            |                          |                        |         |                   |  |                          |      |                         |    

---

16





---

The following table illustrates maturities or interest rate adjustments based upon the contractual maturities or adjustment dates as of September
30, 2002:

|                                  |                              | 0-6 Months             |        | 7-12 Months |   | 1-3 Years |        | 3-5 Years |        | Over 5 Years |   | Non Re- Pricing Items |         | Total |       
|--------------------------------- | ---------------------------- | ---------------------- | ------ | ----------- | - | --------- | ------ | --------- | ------ | ------------ | - | --------------------- | ------- | ----- | ------
|                                  |                              |                        |        |             |   |           |        |           |        |              |   |                       |         |       |       
|                                  |                              | (Dollars in thousands) |       
|Cash and investments              |                              | $                      | 3,231  |             | $ |          |        | $         |       |              | $ |                      |         | $     |      
|Loans                             |                              |                        | 71,296 |             |   | 11,612    |        |           | 25,230 |              |   | 33,335                |         |       | 66,380
|Other assets                      |                              |                        |       |             |   |          |        |           |       |              |   |                      |         |       |      
|                                  |                              |                        |        |             |   |           |        |           |        |              |   |                       |         |       |       
|                                  | Total assets                 |                        | $      | 74,527      |   | $         | 11,612 |           | $      | 25,230       |   | $                     | 33,335  |       | $     
|                                  |                              |                        |        |             |   |           |        |           |        |              |   |                       |         |       |       
|Other liabilities                 |                              | $                      |       |             | $ |          |        | $         |       |              | $ |                      |         | $     |      
|Stockholders equity              |                              |                        |       |             |   |          |        |           |       |              |   |                      |         |       |      
|                                  |                              |                        |        |             |   |           |        |           |        |              |   |                       |         |       |       
|                                  | Total liabilities and equity |                        | $      |            |   | $         |       |           | $      |             |   | $                     |        |       | $     
|                                  |                              |                        |        |             |   |           |        |           |        |              |   |                       |         |       |       
|Repricing GAP-positive (negative) |                              | $                      | 74,527 |             | $ | 11,612    |        | $         | 25,230 |              | $ | 33,335                |         | $     | 66,380
|                                  |                              |                        |        |             |   |           |        |           |        |              |   |                       |         |       |       
|Cumulative repricing GAP:         |                              |                        |        |             |   |           |        |           |        |              |   |                       |         |       |       
|                                  | Dollar amount                |                        | $      | 74,527      |   | $         | 86,139 |           | $      | 111,369      |   | $                     | 144,704 |       | $     
|                                  |                              |                        |        |             |   |           |        |           |        |              |   |                       |         |       |       
|                                  | Percent of total assets      |                        |        | 35.1        | % |           | 40.6   | %         |        | 52.5         | % |                       | 68.2    | %     |       
|                                  |                              |                        |        |             |   |           |        |           |        |              |   |                       |         |       |       
|                                  |                              |                        |        |             |   |           |        |           |        |              |   |                       |         |       |       

ITEM 4.  
CONTROLS AND PROCEDURES

A review and evaluation was performed by the Companys management, including the Companys chief executive
officer and Chief Financial Officer (the Officers), of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of a date within 90 days prior to the filing of this quarterly report. 
Based on that review and evaluation, the Officers have concluded that the Companys current disclosure controls and procedures, as designed and implemented, were effective.  There have been no significant changes in the internal controls
of the Company, or the Bank, or in other factors that could significantly affect the Companys internal controls subsequent to the date of their evaluation.  There were no significant deficiencies or material weaknesses identified in the
course of such review and evaluation and, therefore, no corrective measures were taken by the Company.

17





---

PART II -
OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS                                  
|------- | ---------------------------------------------------
|        |                                                    
|        |                                                    
|        |                                                    
|ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS          
|        |                                                    
|        |                                                    
|        |                                                    
|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES                    
|        |                                                    
|        |                                                    
|        |                                                    
|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|        |                                                    
|        |                                                    
|        |                                                    
|ITEM 5. | OTHER INFORMATION                                  
|        |                                                    
|        |                                                    
|        |                                                    
|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K                   
|        |                                                    
|        | a.                                                 
|        |                                                    
|        |                                                    
|        |                                                    
|        |                                                    
|        |                                                    
|        |                                                    
|        |                                                    
|        | b.                                                 
|        |                                                    
|        |                                                    

18





---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

FIRST REPUBLIC PREFERRED CAPITAL CORPORATION

|                            |  |                                                                                       | 
|--------------------------- |  | ------------------------------------------------------------------------------------- | 
|Date:     November 13, 2002 |  | /s/ WILLIS H. NEWTON, JR.                                                             | 
|                            |  |                                                                                       | 
|                            |  | WILLIS H. NEWTON, JR. Vice President and Chief Financial Officer, Treasurer, Director | 
|                            |  |                                                                                       | 
|                            |  |                                                                                       | 
|Date:     November 13, 2002 |  | /s/ JULIE N. MIYACHI                                                                  | 
|                            |  |                                                                                       | 
|                            |  | JULIE N. MIYACHI Vice President, Operations and Reporting, Director                   | 

19





---

CERTIFICATIONS

I, James J. Baumberger, certify that:

1.          I have reviewed this quarterly report on Form 10-Q of First Republic Preferred Capital
Corporation;

2.          Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact necessary in order 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
quarterly report;

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

4.          The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have:

a.          designed such
disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly
report is being prepared;

b.          evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation
Date); and

c.          presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.          The registrants other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function):

a.          all significant
deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material
weaknesses in internal controls; and

b.          any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.          The registrants other certifying officers and I have indicated in this quarterly report whether or
not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|Date: November 13, 2002 |       
|----------------------- | ------
|                        |       
|                        | Name: 
|                        | Title:

20





---

I, Willis H. Newton, Jr., certify that:

1.          I have reviewed this quarterly report on Form 10-Q of First Republic Preferred Capital
Corporation;

2.          Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact necessary in order 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
quarterly report;

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

4.          The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have:

a.          designed such
disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly
report is being prepared;

b.          evaluated the
effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

c.          presented in this
quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.          The registrants other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function):

a.          all significant
deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material
weaknesses in internal controls; and

b.          any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.          The registrants other certifying officers and I have indicated in this quarterly report whether or
not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|Date: November 13, 2002 |       
|----------------------- | ------
|                        |       
|                        |       
|                        | Name: 
|                        | Title:

21





---

INDEX TO EXHBITS

|Exhibit Number |  | Exhibit Title                                                                                                          
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                        
|12             |  | Statement regarding calculation of earnings to fixed charges.                                                          
|               |  |                                                                                                                        
|99.1           |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|               |  |                                                                                                                        
|99.2           |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

22