FORM 10-Q

         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

            Quarterly Report Under Section 13 or 15(d)
              of the Securities Exchange Act of 1934


For Quarter Ended                                   Commission
March 31, 1997                                   File No. 0-15882
--------------                                   ----------------

                   FIRST REPUBLIC BANCORP INC.
                   ---------------------------
                   (Exact name of registrant as
                    specified in its charter)


   Delaware                                         94-2964497
   --------                                         ----------
State or other jurisdiction                        (IRS Employer
of incorporation or organization              Identification No.)

                        388 Market Street
                 San Francisco, California 94111
                 -------------------------------
       (Address of principal executive offices) (Zip Code)


                          (415) 392-1400
                          --------------
       (Registrant's telephone number, including area code)


                          Not Applicable
      (Former name, former address, and former fiscal year,
                  if changed since last report)




Indicate by check 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
                                      ---   ---

Common  Stock , par  value  $.01 per  share,  of  First  Republic  Bancorp  Inc.
outstanding at May 9, 1997, 10,029,657 shares.

<PAGE>

                   First Republic Bancorp Inc.
                            Form 10-Q

                          March 31, 1997

                              Index
                                                             PAGE
                                                             ----
PART I - FINANCIAL INFORMATION

  Item 1 - Financial Statements

           Consolidated Balance Sheet -
           March 31, 1997 and December 31, 1996                 3

           Consolidated Statement of Income - Quarter
           Ended March 31, 1997 and 1996                        5

           Consolidated Statement of Cash Flows -
           Three Months Ended March 31, 1997 and 1996           6

           Notes to Consolidated Financial
           Statements                                           7

  Item 2 - Management's Discussion and
           Analysis of Financial Condition
           and Results of Operations                            8

PART II - OTHER INFORMATION                                    27

  Item 1 - Legal Proceedings

  Item 2 - Changes in Securities

  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

SIGNATURES                                                     29

                                       2
<PAGE>

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

           The  following   interim   consolidated   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 BANCORP INC.
  CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

                                                            March 31,             December 31,
                                                               1997                   1996
                                                               ----                   ----
                                                           (Unaudited)

<S>                                                    <C>                     <C>            
ASSETS
  Cash                                                    $ 19,940,000            $ 26,398,000
  Federal funds sold and short term investments             24,400,000               2,900,000
  Investment securities at cost                             50,189,000              52,899,000
  Investment securities at market                          102,622,000             103,673,000
  Federal Home Loan Bank Stock, at cost                     33,176,000              32,649,000
                                                            ----------              ----------

                                                           230,327,000             218,519,000

Loans
  Single family (1-4 unit) mortgages                     1,170,223,000           1,224,542,000
  Multifamily (5+ units) mortgages                         320,919,000             320,715,000
  Commercial real estate mortgages                         284,436,000             285,141,000
  Commercial business loans                                  2,095,000               2,434,000
  Single family construction                                36,056,000              36,686,000
  Multifamily/commercial construction                       12,568,000               7,347,000
  Equity lines of credit                                    41,901,000              35,497,000
  Other loans                                               11,297,000               2,651,000
  Loans held for sale                                       59,658,000               8,436,000
                                                            ----------               ---------

                                                         1,939,153,000           1,923,449,000

Less
  Unearned loan fee income                                  (3,196,000)             (3,116,000)
  Reserve for possible losses                              (18,351,000)            (17,520,000)
                                                           -----------             ----------- 

   Net loans                                             1,917,606,000           1,902,813,000

  Accrued interest receivable                               14,268,000              13,084,000
  Mortgage servicing rights                                  2,067,000               1,397,000
  Prepaid expenses and other assets                         10,525,000              11,964,000
  Premises, equipment and leasehold improvements,
   net of accumulated depreciation                           4,326,000               4,509,000
  Real estate owned (REO)                                    4,334,000               4,313,000
                                                             ---------               ---------



                                                       $ 2,183,453,000         $ 2,156,599,000
                                                       ===============         ===============
</TABLE>
See notes to financial statements.
                                        3       
<PAGE>


  FIRST REPUBLIC BANCORP INC.
  CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

                                                                 March 31,             December 31,
                                                                    1997                   1996
                                                                    ----                   ----
                                                                (Unaudited)
<S>                                                           <C>                     <C>           
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Customer deposits
  Passbook, MMA and NOW checking accounts                     $  331,106,000         $   293,844,000
  Certificates of deposit                                      1,046,776,000           1,059,304,000
                                                               -------------           -------------

   Total customer deposits                                     1,377,882,000           1,353,148,000

  Interest payable                                                12,662,000              14,592,000
  Other liabilities                                                9,483,000              10,086,000
  Federal Home Loan Bank advances                                591,530,000             591,530,000
  Other borrowings                                                   583,000                 667,000
                                                                     -------                 -------

   Total senior liabilities                                    1,992,140,000           1,970,023,000

  Senior subordinated debentures                                   9,966,000               9,966,000
  Subordinated debentures                                         19,485,000              19,515,000
  Convertible subordinated debentures                                     --              30,685,000
                                                                  ----------              ----------

   Total liabilities                                           2,021,591,000           2,030,189,000
                                                               -------------           -------------


Stockholders' equity
  Common stock                                                       105,000                  81,000
  Capital in excess of par value                                 109,953,000              79,369,000
  Retained earnings                                               57,135,000              53,115,000
  Deferred compensation -- ESOP                                     (583,000)               (667,000)
  Treasury shares, at cost                                        (4,763,000)             (4,763,000)
  Unrealized gain (loss)-available for sale securities                15,000                (725,000)
                                                                      ------                -------- 

   Total stockholders' equity                                    161,862,000             126,410,000
                                                                 -----------             -----------


                                                              $2,183,453,000          $2,156,599,000
                                                              ==============          ==============
</TABLE>
See notes to financial statements.
                                        4
<PAGE>


  FIRST REPUBLIC BANCORP INC.
  CONSOLIDATED STATEMENT OF INCOME
  (unaudited)

<TABLE>
<CAPTION>

                                                             QUARTER ENDED
                                                                March 31,
                                                                ---------

                                                        1997                1996
                                                        ----                ----
<S>                                                <C>                 <C>        
Interest income:
  Interest on real estate and other loans           $ 38,080,000        $ 35,173,000
  Interest on investments                              3,375,000           3,485,000
                                                       ---------           ---------

   Total interest income                              41,455,000          38,658,000
                                                      ----------          ----------

Interest expense:
  Interest on customer deposits                       18,991,000          17,160,000
  Interest on FHLB advances and borrowings             8,629,000           8,800,000
  Interest on debentures                                 826,000           1,442,000
                                                         -------           ---------

   Total interest expense                             28,446,000          27,402,000
                                                      ----------          ----------

Net interest income                                   13,009,000          11,256,000
Provision for losses                                     500,000           1,773,000
                                                         -------           ---------

Net interest income after provision for losses        12,509,000           9,483,000
                                                      ----------           ---------

Non-interest income:
  Servicing fees, net                                    488,000             642,000
  Loan and related fees                                  195,000             433,000
  Gain on sale of loans                                1,090,000             172,000
  Other income                                            23,000              20,000
                                                          ------              ------

   Total non-interest income                           1,796,000           1,267,000
                                                       ---------           ---------

Non-interest expense:
  Salaries and related benefits                        3,226,000           2,214,000
  Occupancy                                              871,000             784,000
  Advertising                                            466,000             496,000
  Professional fees                                      226,000             229,000
  FDIC insurance premiums                                 42,000              78,000
  REO costs and losses                                   644,000             726,000
  Other general and administrative                     1,958,000           1,483,000
                                                       ---------           ---------

   Total non-interest expense                          7,433,000           6,010,000
                                                       ---------           ---------

Income before income taxes                             6,872,000           4,740,000
Provision for income taxes                             2,852,000           1,970,000
                                                       ---------           ---------


Net income                                           $ 4,020,000         $ 2,770,000
                                                     ===========         ===========

Net income adjusted for effect of convertible
  issue, used for fully diluted EPS                  $ 4,037,000         $ 3,166,000
                                                     ===========         ===========

Primary earnings per share                           $      0.43         $      0.36
                                                     ===========         ===========

Weighted average shares - primary                      9,299,684           7,595,620
                                                       =========           =========

Fully diluted earnings per share                     $      0.38         $      0.31
                                                     ===========         ===========

Weighted average shares - fully diluted               10,670,962          10,119,887
                                                      ==========          ==========
</TABLE>


See notes to financial statements.
                                        5
<PAGE>


FIRST REPUBLIC BANCORP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
                                                                     Three Months ended
                                                                           March 31,
                                                                           ---------
                                                                 1997                    1996
                                                                 ----                    ----
<S>                                                       <C>                     <C>         
Operating Activities
  Net Income                                               $   4,020,000            $  2,770,000
  Adjustments to reconcile net income to net 
   cash provided by operating activities:
     Provision for losses                                        500,000               1,773,000
     Provision for depreciation and amortization                 763,000               1,060,000
     Amortization of loan fees                                  (347,000)               (600,000)
     Amortization of mortgage servicing rights                   144,000                 105,000
     Amortization of investment securities discounts             (11,000)                (11,000)
     Amortization of investment securities premiums              123,000                  54,000
     Loans originated for sale                               (33,292,000)            (21,435,000)
     Loans sold into commitments                              34,547,000              29,385,000
     Increase in deferred taxes                                 (571,000)               (416,000)
     Net gains on sale of loans                               (1,090,000)               (172,000)
     Increase in interest receivable                          (1,711,000)             (1,040,000)
     Decrease in interest payable                             (1,930,000)             (1,167,000)
     (Increase) decrease in other assets                        (231,000)                951,000
     Increase (decrease) in other liabilities                   (113,000)                649,000
                                                                --------                 -------

     Net Cash Provided By Operating Activities                   801,000              11,906,000

Investment Activities
     Loans originated                                       (167,281,000)           (177,506,000)
     Other loans sold                                         51,699,000              12,989,000
     Principal payments on loans                              96,480,000              99,496,000
     Purchases of investment securities                              ---             (18,969,000)
     Repayments of investment securities                       5,323,000               4,582,000
     Additions to fixed assets                                  (112,000)               (110,000)
     Net proceeds from sale of real estate owned               2,708,000               1,087,000
                                                               ---------               ---------

     Net Cash Used by Investing Activities                   (11,183,000)            (78,431,000)

Financing Activities
     Net increase in passbook, MMA and NOW accounts           37,262,000              37,131,000
     Issuance of certificates of deposit                      57,731,000              93,655,000
     Repayments of certificates of deposit                   (70,259,000)            (76,221,000)
     Increase in long term FHLB advances                             ---              15,000,000
     Repayments of other long term borrowings                    (84,000)                    ---
     Net decrease in short term borrowings                           ---              (4,000,000)
     Decrease in deferred compensation - ESOP                     84,000                     ---
     Repayments of subordinated debentures                       (30,000)                (16,000)
     Proceeds from employee stock purchase plan                   72,000                  85,000
     Proceeds from common stock options exercised                648,000                 131,000
                                                                 -------                 -------


     Net Cash Provided by Financing Activities                25,424,000              65,765,000

     Increase (decrease) in Cash and Cash Equivalents         15,042,000                (760,000)

     Cash and Cash Equivalents at Beginning of Period         29,298,000              30,918,000
                                                              ----------              ----------


     Cash and Cash Equivalents at End of Period             $ 44,340,000            $ 30,158,000
                                                            ============            ============

  Supplemental noncash activities:
     Conversion of convertible subordinated
      debentures to common stock                            $ 30,685,000                     ---
                                                            ============            ============           
</TABLE>

See notes to financial statements.

                                        6
<PAGE>


                   FIRST REPUBLIC BANCORP INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

The  consolidated  financial  statements of First Republic  Bancorp Inc. ("First
Republic")  include  its  Nevada  chartered  thrift  company  subsidiary,  First
Republic  Savings  Bank ("the  Bank").  First  Republic and its  subsidiary  are
collectively   referred  to  as  the   "Company."   All  material   intercompany
transactions   and   balances   are   eliminated   in   consolidation.   Certain
reclassifications  have been made to the 1996 financial  statements in order for
them to conform with the 1997 presentation.

These  interim  financial  statements  should  be read in  conjunction  with the
Company's  1996  Annual  Report  to  Stockholders  and  Consolidated   Financial
Statements  and Notes  thereto.  Results  for the  quarter  ended March 31, 1997
should not be considered indicative of results to be expected for the full year.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 1, 1997, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 125, "Accounting for Transfers and Servicing of Financial
Assets and  Extinguishments  of Liabilities." SFAS No. 125 provides guidance for
distinguishing  transfers  of financial  assets that are "sales" from  transfers
that are "secured  borrowings."  This  Statement  supersedes or amends  numerous
existing guidelines and earlier adoption is not permitted.

Under  SFAS No.  125,  a  transfer  of  financial  assets  in which  control  is
surrendered  over those  assets is  accounted  for as a sale to the extent  that
consideration  other than  beneficial  interests  in the  transferred  assets is
received in the exchange.  Liabilities and  derivatives  incurred or obtained by
the transfer of financial  assets are required to be measured at fair value,  if
practicable.  Also,  any servicing  assets and other  retained  interests in the
transferred  assets must be measured by allocating  the previous  carrying value
between  the  asset  sold  and the  interest  retained,  if any,  based on their
relative  fair values at the date of transfer.  For each  servicing  contract in
existence  before January 1, 1997,  previously  recognized  servicing rights and
excess  servicing  receivables  that  do  not  exceed  contractually   specified
servicing  are  required  to be  combined,  net  of  any  previously  recognized
servicing  obligations  under that contract,  as a servicing asset or liability.
Previously recognized servicing receivables that exceed contractually  specified
servicing  fees  are  required  to  be  reclassified  as  interest-only   strips
receivable.

The Statement also requires an assessment of interest-only  strips, loans, other
receivables  or retained  interests in  securitizations.  If these assets can be
contractually  prepaid  or  otherwise  settled  such that the  holder  would not
recover substantially all of its recorded investment, the asset will be measured
like available-for-sale securities or trading securities, under SFAS No. 115.

                                        7

<PAGE>
2. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

The Company has not historically  entered into  transactions  which meet the new
definitions  of transfers  that are secured  borrowings,  entered into transfers
resulting  in servicing  receivables  in excess of  contractual  service fees or
owned interest only strips.

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 128, "Earnings per Share" ("SFAS No. 128").
SFAS No. 128  establishes  standards for computing and  presenting  earnings per
share  ("EPS") and  applies to  entities  with  publicly  held  common  stock or
potential  common  stock.  SFAS No. 128  simplifies  the standards for computing
earnings per share  previously  found in APB Opinion No. 15, Earnings per Share,
and replaces the presentation of primary EPS with a presentation of "basic EPS."
SFAS No. 128 makes modest  revisions to the fully diluted EPS calculation  which
will be designated as "diluted  EPS." It also  requires dual  presentation  of a
basic  and  diluted  EPS on the face of the  income  statement  and  requires  a
reconciliation  of the numerator and denominator of the basic EPS computation to
the numerator and  denominator of the diluted EPS  computation.  SFAS No. 128 is
effective for financial  statements issued for periods ending after December 15,
1997,  including  interim periods;  earlier  application is not permitted.  This
statement requires restatement of all prior-period EPS data presented.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

GENERAL
-------

First  Republic is a financial  services  company  operating in  California  and
Nevada as a thrift and loan holding company and as a mortgage  banking  company,
originating,  holding or selling,  and servicing  mortgage loans. First Republic
owns and operates First Republic Savings Bank, a Nevada-chartered,  FDIC-insured
thrift company subsidiary. First Republic Savings Bank is a member of the FDIC's
Bank Insurance Fund ("BIF").

On October 31, 1996, the Company completed the merger of its two thrift and loan
subsidiaries,  with the  merger  of First  Republic  Thrift  & Loan  into  First
Republic  Savings Bank, in order to achieve  certain  operational  efficiencies.
Subsequent to the merger,  First  Republic  Savings Bank is the surviving  legal
entity and continues to operate in both Nevada and  California in  substantially
the same manner as each subsidiary had been operating.

Additionally, the Company may in the future pursue a change in the legal charter
of First  Republic  Savings Bank from a thrift  company  charter to a commercial
bank  charter.  Such a  charter  change  would  allow  the  Company  to  provide
additional services,  including traditional demand deposit checking accounts, to
its customers.  The Company is also considering  merging the parent company into
the merged operating subsidiary, if such subsidiary is converted to a commercial
bank.  These  remaining  potential  corporate  reorganizations  are  subject  to
regulatory approval and the Company's review of various business  considerations
and federal  and state  laws;  the  holding  company  merger is 

                                        8

<PAGE>
GENERAL (Continued)
------------------

also  subject  to  stockholder  approval.  There  can be no  assurance  that the
foregoing contemplated reorganizations will be accomplished.

The Company is primarily engaged in originating  residential real estate secured
loans on single family  residences.  The Company's  loan portfolio also contains
loans secured by commercial  properties and multifamily  properties.  Currently,
the Company's  strategy in California is to emphasize the  origination of single
family loans and to limit the  origination  of multifamily  and commercial  real
estate mortgage loans.  Lending activities in Las Vegas are primarily focused on
single family and multifamily  residential  construction  projects and permanent
mortgage  loans on income  properties.  The Company  emphasizes  its real estate
lending  activities  in San  Francisco,  Los Angeles,  Las Vegas,  and San Diego
because of the  proximity  of its loan offices and the  experience  of executive
management  with  real  estate  in  these  areas.  In  addition  to the  Company
performing an underwriting  analysis on each borrower and obtaining  independent
property appraisals, an officer of the Company generally visits each property or
project prior to the closing of new loans.

During the first  quarter of 1997,  the  Company  continued  its focus on single
family lending,  and the level of loan originations were comparable to the prior
year as a result of strong  customer  demand  for home  purchases  and  improved
secondary market conditions  allowing the amount of loans sold or originated for
sale to  investors  to be higher.  For the  quarter  ended March 31,  1997,  the
Company originated $200.6 million of loans and loan sales were $86.2 million, as
compared to loan  originations of $198.9 million and loan sales of $42.4 million
for the quarter ended March 31, 1996. Total loans of all types originated by the
Company in 1996 were $848.3 million, and loan sales were $172.8 million in 1996.

The Company  either  retains the loans it  originates  in its loan  portfolio or
sells the loans to institutional  investors in the secondary market. The Company
has  retained  the  servicing  rights  for  substantially  all loans sold in the
secondary  market,  thereby  generating  ongoing  servicing  fees. The Company's
mortgage servicing  portfolio  consisted of $846.0 million in loans at March 31,
1997.

                                        9
<PAGE>


The  following  table  presents  certain   performance  ratios  and  share  data
information for the Company for the last periods indicated:
<TABLE>
<CAPTION>

                                                         At or for the three months                 At or for the Year
                                                               Ended March 31,                      Ended December 31,
                                                               ---------------            ------------------------------------
                                                             1997           1996           1996           1995           1994
                                                             ----           ----           ----           ----           ----
<S>                                                     <C>            <C>           <C>             <C>           <C>      
Performance Ratios:
 Return on average assets*                                   0.74%          0.57%          0.61%          0.07%          0.47%
 Return on average equity*                                  11.31          10.06          10.86           1.08           6.77
 Average equity to average assets                            6.55           5.68           5.63           6.00           6.94
 Leverage ratio                                              7.44           5.73           5.90           5.84           6.43
 Total risk-based capital ratio                             15.08          15.06          14.80          15.00          16.32
 Net interest margin*                                        2.36           2.33           2.32           1.97           2.47
 Non-interest expense to average assets*                     1.25           1.09           1.17           1.07           1.28
 Nonaccruing assets to total assets                          1.32           2.41           1.32           2.46           2.41
 Nonaccruing assets and performing restructured
   loans to total assets                                     1.30           2.73           1.66           3.13           3.43
 Net loan chargeoffs (recoveries) to average loans*         (0.68)          0.23           0.35           0.69           0.58
 Reserve for possible losses to total loans                  0.95           1.09           0.91           1.07           0.96
 Reserve for possible losses to nonaccruing loans              80%            59%            72%            49%            44%

Share Data:

 Common shares outstanding                               9,992,426      7,348,974      7,716,258      7,330,400      7,444,703
 Tangible book value per common share                       $16.19         $15.16         $16.46         $14.76         $14.40
</TABLE>

----------
*Three months data is annualized


The Bank's retail deposits and FHLB advances are the Company's  principal source
of funds with loan principal  repayments,  sales of loans, and the proceeds from
debt and equity  financings  as  supplemental  sources.  The  Company's  deposit
gathering  activities  are conducted in the San Francisco Bay Area, Los Angeles,
and San Diego County, California and in Las Vegas, Nevada.

First Republic Savings Bank is an approved  voluntary member of the Federal Home
Loan  Bank  of  San  Francisco  (FHLB).  The  Bank  is  currently  approved  for
approximately  40% of its total assets or  approximately  $867.6 million of FHLB
advances at March 31,  1997.  Such  advances are  collateralized  by real estate
mortgage  loans  and  $591.5  million  has  been  advanced  at March  31,  1997.
Membership in the FHLB provides the Bank with an alternative  funding source for
its loans.

The Bank, whose deposits are insured by the FDIC BIF,  operates four branches in
San Francisco,  a branch in San Rafael in Marin County north of San Francisco, a
branch in San Mateo south of San Francisco, a branch in Los Angeles, a branch in
Beverly Hills, three branches in San Diego County and two branches in Las Vegas,
Nevada.  As of March  31,  1997,  the Bank had total  assets of  $2,169,066,000,
tangible  shareholder's  equity of $155,249,000 and total capital (consisting of
tangible  shareholder's  equity,  subordinated  capital  notes and  reserves) of
$183,580,000.  At March 31, 1997, the Bank's tangible  shareholder's equity as a
percentage  of total assets was 7.16% and its total  capital as a percentage  of
risk  adjusted  assets was 13.29%,  compared to a risk  adjusted  capital  ratio
requirement of 8.0%.  Under FDIC  regulations,  the Bank calculates its Leverage
Ratio at 7.19%,  using Tier 1 capital  (as defined  under the FDIC's  risk-based
capital definitions) and average total assets for the most recent quarter.

                                        10

<PAGE>

LIQUIDITY
---------

Liquidity  refers  to the  ability  to  maintain  a cash flow  adequate  to fund
operations  and to meet  present and future  obligations  of the Company  either
through the sale or maturity of existing  assets or by the  acquisition of funds
through liability management. The Company maintains a portion of its assets in a
diversified portfolio of marketable investment  securities,  which includes U.S.
Government  securities and mortgage  backed  securities.  At March 31, 1997, the
investment  securities  portfolio  of  $152,811,000,  plus cash and  short  term
investments of $44,340,000,  amounted to $197,151,000,  or 9.0% of total assets.
At March 31, 1997, 91% of the Company's  investments mature within twelve months
or are  adjustable  rate in nature.  At March 31,  1997,  the  Company  owned no
investments of a trading nature.

Additional  sources  of  liquidity  at  March  31,  1997  could be  provided  by
approximately $122,000,000 of borrowings collateralized by investment securities
and available  unused FHLB advances of  approximately  $276,000,000.  Management
believes  that the  sources of  available  liquidity  are  adequate  to meet the
Company's reasonably foreseeable short-term and long-term demands.

ASSET AND LIABILITY MANAGEMENT
------------------------------

The Company  seeks to manage its asset and  liability  portfolios to help reduce
any adverse  impact on its net interest  income caused by  fluctuating  interest
rates.  To achieve this  objective,  the Company  emphasizes the  origination of
adjustable  interest  rate or  short-term  fixed rate loans and the  matching of
adjustable rate asset  repricings with short- and  intermediate-term  investment
certificates and adjustable rate borrowings.  The Company's profitability may be
adversely  affected  by rapid  changes  in  interest  rates.  Institutions  with
long-term  assets  (both loans and  investments)  can  experience  a decrease in
profitability  and in the value of such assets if the general  level of interest
rates rises. While substantially all of the Company's assets are adjustable rate
mortgage loans and  investments,  at March 31, 1997  approximately  68% of these
assets which adjust  within one year were assets based on an interest rate index
which  generally lags increases and decreases in market rates (the 11th District
Cost of Funds  Index or  "COFI").  Additionally,  the  Company's  loans  contain
interim rate  increase  caps or  limitations  which can  contribute to a further
lagging of rates earned on loans.  At March 31, 1997,  approximately  88% of the
Company's  interest-earning assets and 81% of interest-bearing  liabilities will
reprice  within  the next  year and the  Company's  one-year  cumulative  GAP is
positive 11.3%. Despite the Company's positive repricing position, the Company's
net  interest  margin  decreased in the first and second  quarters of 1995,  but
began to increase  gradually in the third and fourth  quarters of 1995. For most
of 1996 and the first quarter of 1997,  market rates of interest were relatively
stable and the  Company's  net  interest  margin  was  higher  and more  stable,
averaging  2.36% in the first  quarter of 1997 and 2.32% for all of 1996  versus
1.97% for all of 1995.  Important  factors  affecting the Company's net interest
margin include  competition  and conditions in the home loan market which affect
loan yields,  the cost of the Company's FHLB advances,  mortgage loan repricings
being subject to interim limitations on asset repricings, the Company's strategy
to increase its home loans which carry lower margins.

The following table summarizes the differences between the Company's maturing or
rate adjusting  assets and  liabilities,  or "GAP" position,  at March 31, 1997.
Generally,  an excess of maturing or rate adjusting assets over maturing or rate
adjusting  liabilities during a given period, will serve to enhance earnings  in

                                       11
<PAGE>
ASSET AND LIABILITY MANAGEMENT (Continued)
-----------------------------------------

a rising rate environment and inhibit  earnings when rates decline.  Conversely,
when maturing or rate adjusting  liabilities  exceed  maturing or rate adjusting
assets during a given period,  a rising rate  environment  will inhibit earnings
and declining rates will serve to enhance earnings. See "-Results of Operations"
for a discussion  of the change in the  Company's  net  interest  spread for the
quarter ended March 31, 1997. A portion of the Company's  adjustable loans carry
minimum  interest  rates,  or floors,  which became the effective  loan yield as
rates declined from the levels in prior periods and  approximately  $188,796,000
of such loans remain at these minimum  interest  rates as of March 31, 1997. The
following table  illustrates  projected  maturities or interest rate adjustments
based upon the contractual maturities or adjustment dates at March 31, 1997:


                                        12
<PAGE>

<TABLE>
<CAPTION>


                                                           FIRST REPUBLIC BANCORP
                                                  ASSET & LIABILITY REPRICING SENSITIVITY
                                                                March 31, 1997
                                                                    (000's)


                                        3 Months       3 to       6 to        1 to       2 to        Over   Non Interest
ASSETS:                   Immediate      or Less    6 Months   12 Months    2 Years     5 Years    5 Years  Sensitive      TOTAL
                          ---------      -------    --------   ---------    -------     -------    -------  ---------      -----
<S>                       <C>        <C>          <C>         <C>         <C>        <C>         <C>        <C>       <C>      
Loans (1)                         0      989,887     610,716      98,537     39,936     151,169     48,908          0   1,939,153

Securities                        0      137,884       8,867      17,673          0           0     21,563          0     185,987

Cash & short-term
 investments                 42,340        2,000           0           0          0           0          0          0      44,340

Non-interest bearing
 assets, net                      0            0           0           0          0           0          0     13,973      13,973
                             ------      -------     -------    --------   --------      ------     ------   --------    --------


 TOTAL                       42,340    1,129,771     619,583     116,210     39,936     151,169     70,471     13,973   2,183,453



LIABILITIES AND
 STOCKHOLDERS' EQUITY:

Now, Passbooks & MMA's            0      286,756      26,166      12,996      5,188           0          0          0     331,106

Certificates of deposit:
 $100,000 or greater              0       19,985      18,346      38,050     17,488       4,285        100          0      98,254
 less than $100,000               0      205,977     200,991     329,120    170,863      41,504         67          0     948,522

FHLB advances                     0      190,000     244,170      62,360          0      72,500     22,500          0     591,530

ESOP debt                       583            0           0           0          0           0          0          0         583

Other short-term debt             0            0           0           0          0           0          0          0           0

Other liabilities                 0            0           0           0          0           0          0     21,145      21,145

Subordinated debt                 0            0           0           0          0       1,497     27,954          0      29,451

Equity                            0            0           0           0          0           0          0    161,862     161,862
                             ------      -------     -------    --------   --------      ------     ------   --------    --------

 TOTAL                          583      702,718     489,673     442,526    193,539     119,786     50,621    184,007   2,183,453



Repricing Assets
 over (under) liab           41,757      427,053     129,910    (326,316)  (153,603)     31,383     19,850   (170,034)          0

Effect of swaps                   0            0     (25,000)          0          0      25,000          0          0           0
                             ------      -------     -------    --------   --------      ------     ------   --------    --------

Hedged gap                   41,757      427,053     104,910    (326,316)  (153,603)     56,383     19,850   (170,034)          0
                             ======      =======     =======    ========   ========      ======     ======   ========    ========

Gap as % of
 Total assets                 1.91%       19.56%       4.80%     -14.94%     -7.03%       2.58%      0.91%     -7.79%       0.00%
                              ====        =====        ====       =====       ====        ====       ====       ====        ==== 

Cumulative gap               41,757      468,810     573,720     247,404     93,801     150,184    170,034          0           0
                             ======      =======     =======     =======     ======     =======    =======      =====       =====

Cumulative gap                1.91%       21.47%      26.28%      11.33%      4.30%       6.88%      7.79%      0.00%       0.00%
 as % of assets               ====        =====       =====       =====       ====        ====       ====       ====        ==== 
 
</TABLE>



     (1)  Adjustable rate loans consist principally of real estate secured loans
          with a maximum term of 30 years.  Such loans are generally  adjustable
          monthly, semiannually, or annually based upon changes in the FHLB 11th
          District  Cost of Funds Index (COFI),  the One Year Treasury  Constant
          Maturity  Index,  the Twelve  Month Moving  Average One Year  Treasury
          Index or the Prime rate, subject generally to a maximum increase of 2%
          annually and 5% over the lifetime of the loan.

     (2)  Passbook and MMA account maturities and rate adjustments are allocated
          based  upon  management's   experience  of  historical  interest  rate
          volatility and erosion rates.  However,  all passbook and MMA accounts
          are contractually subject to immediate withdrawal.


                                        13
<PAGE>

ASSET AND LIABILITY MANAGEMENT (Continued)
------------------------------------------

In evaluating the Company's exposure to interest rate risk, certain  limitations
inherent  in the method of analysis  presented  in the  foregoing  table must be
considered.  For  example,  although  certain  assets and  liabilities  may have
similar  maturities  or  periods to  repricing,  they may react  differently  to
changes in market  interest rates.  Additionally,  the interest rates on certain
types of assets and  liabilities  may  fluctuate in advance of changes in market
interest  rates,  while  interest rates on other types may lag behind changes in
market rates.  Further,  certain  assets,  such as adjustable rate mortgages and
mortgage related  investments,  have features which restrict changes in interest
rates  on a  short-term  basis  and  over the  life of the  asset.  The  Company
considers the anticipated  effects of these various factors in implementing  its
interest rate risk management activities,  including the utilization of interest
rate caps.

The Company has entered into  interest  rate cap  transactions  in the aggregate
notional  principal amount of $1,335,000,000  which terminate in periods ranging
from May 1997 through  September  2000.  Under the terms of these  transactions,
which  have been  entered  into with nine  unrelated  commercial  or  investment
banking  institutions  or  their  affiliates,  the  Company  will be  reimbursed
quarterly  for  increases  in  the  three-month  London  Inter-Bank  Offer  Rate
("LIBOR") for any quarter during the term of the applicable transaction in which
such rate  exceeds a rate  ranging  from  8.5% to 12.5% as  established  for the
applicable  transaction.  The interest rate cap transactions are intended to act
as hedges for the  interest  rate risk  created by  restrictions  on the maximum
yield of certain  variable  rate  loans and  investment  securities  held by the
Company which may, therefore,  at times be exposed to the effect of unrestricted
increases  in the  rates  paid  on the  liabilities  which  fund  these  assets.
Additionally,  at March 31, 1997,  $37,400,000  of the Bank's  advances with the
FHLB contained interest caps of 12.0% as part of the borrowing  agreements.  The
cost of interest rate cap transactions is amortized over their lives and totaled
$391,000  and  $399,000  for the three  months  ended  March 31,  1997 and 1996,
respectively. Although these costs reduce current earnings, the Company believes
that  the  cost  is  justified  by  the  protection   these  interest  rate  cap
transactions provide against significantly  increased interest rates. The effect
of these interest rate cap  transactions is not factored into the  determination
of interest rate adjustments provided in the table above.

At March 31,  1997,  the Company had entered into  interest  rate swaps with the
FHLB in the notional  principal  amount of $25,000,000 to convert the fixed rate
on certain long-term FHLB advances to semi-annual  adjustable  liabilities.  The
availability  of long-term FHLB advances,  with a weighted  average  maturity of
approximately  10 years at March 31, 1997, has reduced the Company's  dependence
upon  retail  deposits,  which  generally  have  a  shorter  maturity  than  the
contractual life of mortgage loans. The Company is exposed to market loss if the
counterparties  to its interest  rate cap and swap  agreements  fail to perform;
however, the Company does not anticipate such nonperformance.

From 1990 to 1995, the Company utilized FHLB advances as a supplement to deposit
gathering to fund its asset growth.  FHLB advances require no deposit  insurance
premiums  and  operational  overhead  costs  are less  than for  deposits.  FHLB
advances  must be  collateralized  by the  pledging of mortgage  loans which are
assets of the Bank.  At March 31, 1997,  total FHLB  advances  outstanding  were
$591,530,000.  Of this amount, $520,830,000 had an original maturity of 10 years
or more and  $23,200,000  had an  original  maturity  of two years  subsequently
extended for a period of 8 years to 10 years.  The longer term advances  provide
the Company  with an assured  level of funding  for its term real estate  assets
with longer lives.  First Republic  Savings Bank is subject to the provisions of
the Nevada  Thrift  Companies  Act,  which  requires that the amount of customer
deposits be in compliance with FDIC guidelines.

                                        14
<PAGE>

CAPITAL RESOURCES
-----------------

The Company  continues to maintain a strong capital base. At March 31, 1997, the
Company's total capital,  including total stockholders'  equity,  debentures and
reserves  was  $209,664,000.  Total  stockholders'  equity at March 31, 1997 has
increased  by  $35,452,000  since  December  31,  1996.  This  increase  results
primarily  from  the  Company's  conversion  of all of  its  outstanding  7 1/4%
convertible  subordinated  debentures due 2002 into shares of common stock. As a
result,  the number of shares  outstanding  at March 31, 1997 was  approximately
2,245,000  higher than at December 31, 1996, at which time  $30,685,000 of these
convertible debentures were outstanding. Net income was $4,020,000 for the first
three  months of 1997 and there was an increase of $740,000 in the market  value
of that portion of the Company's portfolio of securities which are classified as
available for sale.

First Republic is not a bank holding company,  and unlike First Republic Savings
Bank, is not directly  regulated or supervised by the FDIC,  nor is it regulated
by the Federal Reserve Board or any other bank regulatory  agency.  Thus,  First
Republic is not subject to the risk-based capital or leverage  requirements.  If
such  regulations  applied,  the Company  calculates  that at March 31, 1997 its
leverage  ratio  would have been 7.4%,  and its total risk based  capital  ratio
would have been 15.1%.

As of March 31,  1997,  the  Company  held  425,394  shares  of common  stock as
treasury stock.  These shares were  repurchased in 1995 and prior years,  with a
total cost of  $4,763,000.  As of March 31, 1997,  170,000 shares were remaining
under the Company's authorized stock repurchase plan.

During the first three months of 1997,  First  Republic  received  from the Bank
dividends of $1,150,000  representing  approximately  25% of the Bank's earnings
for the fourth quarter of 1996. First Republic also received  interest  payments
of $263,000 from the Bank for the three months ended March 31, 1997. The ability
of First Republic to receive  future  dividends and other payments from the Bank
depends upon the operating  results and capital level of the Bank,  restrictions
upon such payments  imposed by creditors of the Bank, FDIC regulations and other
governmental regulations governing the Bank.

                                   15
<PAGE>


RESULTS OF OPERATIONS -   Quarter Ended March 31, 1997 Compared 
-----------------------   -------------------------------------
                          to Quarter Ended March 31, 1996
                          -------------------------------

The Company derives its income from three  principal areas of business:  (1) net
interest income which is the difference  between the interest income the Company
receives on  interest-earning  portfolio  loans and investments and the interest
expense it pays on  interest-bearing  liabilities such as customer  deposits and
borrowings;  (2) mortgage banking operations  involving the origination and sale
of real estate  secured  loans;  and (3) servicing fee income which results from
the ongoing  servicing of such loans for  investors  and the  servicing of other
loans pursuant to purchased servicing rights.

During  the  first  quarter  of 1997,  First  Republic's  total  assets  grew to
$2,183,453,000  at March 31,  1997 from  $2,156,599,000  at December  31,  1996,
primarily as a result of an increase in single family  mortgage loans  currently
classified  as held for sale.  The  Company's  loan  originations  for the first
quarter  of 1997 were  $200,573,000,  compared  to  $199,452,000  for the fourth
quarter of 1996 and  $198,941,000  for the first quarter of 1996.  The amount of
total loans  originated in the first quarter of 1997 was  consistent  with those
originated in the fourth quarter of 1996,  but there was a $23 million  decrease
in multifamily  lending and a $23 million increase in single family lending from
the prior quarter.  Single family loans  originated in the first quarter of 1997
were $154 million compared to $161 million in the first quarter of 1996 and $644
million for all of 1996.

Mortgage banking  activity  resulted in the sale of $86,246,000 of single family
loans to secondary market  investors during the first quarter of 1997,  compared
with $42,374,000 in the first quarter of 1996 and an additional $59,658,000 were
classified as held for sale to March 31, 1997.  The Company's  portfolio of real
estate loans serviced for secondary market  investors  increased to $845,972,000
at March 31, 1997 from  $799,500,000  at December 31, 1996.  The level of future
loan  originations,  loan  sales and loan  repayments  is  dependent  in part on
overall credit  availability and the interest rate environment,  the strength of
the general  economy and the housing  industry,  and conditions in the secondary
loan sale markets.

The Company  reported net income of $4,020,000  for the first quarter of 1997 as
compared to $2,770,000 in the same quarter of 1996.  Fully diluted  earnings per
share was $0.38 for the first quarter of 1997, compared to $0.31 for the similar
period in 1996. First Republic's  pretax operating results for the quarter ended
March 31, 1997 were higher than a year ago  primarily  because the Company's net
interest  income for the first quarter was $1,753,000  higher in 1997 than 1996,
and the provision for loan losses was $1,223,000 lower.

Total interest  income  increased to  $41,455,000  for the first quarter of 1997
from  $38,658,000 for the first quarter of 1996.  Interest income on real estate
and other loans increased to $38,089,000 for the first quarter of 1997, compared
to  $35,173,000  in 1996.  The  average  yield on loans  was  7.83% in the first
quarter of 1997  compared to 7.91% for the fourth  quarter of 1996 and was 8.22%
for the first  quarter of 1996.  The  Company's  yield on loans is  affected  by
market  rates,  the level of  adjustable  rate loan  indexes,  the effect of new
single  family loans  earning  lower  initial rates of interest and the level of
nonaccrual  loans.  The Company's total loans receivable  outstanding  increased
from $1,923,449,000 at December 31, 1996 to $1,939,153,000 at March 31, 1997. As
a percentage of the Company's permanent loan portfolio,  loans secured by single
family residences increased to 65% at March 31, 1997 from 62% at March 31, 1996.

                                        16
<PAGE>


RESULTS OF OPERATIONS -   Quarter Ended March 31, 1997 Compared 
-----------------------   -------------------------------------
                          to Quarter Ended March 31, 1996 (Continued)
                          -------------------------------------------

Interest  income  on cash,  short-term  investments  and  investment  securities
decreased as a result of a lower  average  portfolio  for the quarter  earning a
slightly  lower average rate.  Such interest  income was $3,375,000 in the first
quarter of 1997 compared to  $3,485,000 in the same period of 1996.  The average
investment position was $207,802,000 during the first quarter of 1997 and earned
6.64% compared to an average  position of $210,117,000  earning 6.76% during the
first  quarter of 1996. To the extent that the  Company's  investment  portfolio
increases as a proportion of total assets,  there could be an adverse  effect on
the Company's net interest margin,  since rates earned on investments tend to be
lower than rates earned on loans.

Total  interest  expense for the first quarter has increased to  $28,446,000  in
1997 from $27,402,000 in 1996. Total interest expense consists of two components
- interest  expense on deposits and  interest  expense on FHLB  advances,  other
borrowings and debentures.  Interest expense on deposits (comprised of passbook,
money  market  (MMA) and NOW checking  accounts  and  certificates  of deposit),
increased to  $18,991,000  in the first quarter of 1997 from  $17,160,000 in the
first quarter of 1996. The average rate paid on deposits was 5.63% for the first
quarter of 1997,  compared to 5.68% for the fourth quarter of 1996 and 5.90% for
the first quarter of 1996.  Interest  expense on other  borrowings  decreased to
$9,455,000 in the first quarter of 1997 from $10,242,000 in the first quarter of
1996, as a result of a lower average rate paid on a higher average level of FHLB
advances and the full conversion of the Company's outstanding 7 1/4% convertible
subordinated debentures due 2002 by March 31, 1997. The average rate paid on the
Company's other borrowings and FHLB advances,  excluding longer term debentures,
was  5.91% for the  first  quarter  of 1997,  compared  to 5.94% for the  fourth
quarter of 1996, and 6.13% for the first quarter of 1996;  thus the average rate
paid on these  liabilities,  primarily FHLB  advances,  decreased 3 basis points
(0.03%)  from the  fourth  quarter  of 1996 to the first  quarter of 1997 and 22
basis  points  (0.22%)  from the first  quarter of 1996 to the first  quarter of
1997.

The Company's net interest income was $13,009,000 for the first quarter of 1997,
compared to $11,256,000  for the first quarter of 1996, as a result of earning a
slightly higher spread on a higher average  balance of assets.  The net interest
margin,  calculated as net interest  income  divided by total  average  interest
earning assets,  was 2.36% for the first quarter of 1997,  compared to 2.33% for
the first quarter of 1996 and 2.32% for all of 1996.

Non-interest  income for the first quarter of 1997 increased to $1,796,000  from
$1,267,000  in the first quarter of 1996,  primarily  due to increased  gains on
sale of loans.  Service fee  revenue,  net of amortized  costs on the  Company's
mortgage  servicing rights,  was $488,000 for the first quarter of 1997 compared
to  $642,000  for the same  period  of  1996,  primarily  due to  lower  average
servicing  fees and  higher  amortization  costs.  The  average  balance  of the
servicing  portfolio  increased to  $811,483,000  for the first  quarter of 1997
compared to  $799,999,000  for the first quarter of 1996.  Total loans  serviced
were  $845,972,000 at March 31, 1997 and  $798,856,000 at December 31, 1996. The
percentage  of servicing  fees  received  depends upon the terms of the loans as
originated  and  conditions  in the  secondary  market when loans are sold.  The
Company  receives  servicing  fees, on the outstanding  loan balances  serviced,
which  averaged  approximately  0.31% for the three  months of 1997  compared to
0.34% for all of 1996.

For the first  quarter,  loan and  related  fee income was  $195,000 in 1997 and
$433,000 in 1996. This 

                                        17
<PAGE>


RESULTS OF OPERATIONS -   Quarter Ended March 31, 1997 Compared 
-----------------------   -------------------------------------
                          to Quarter Ended March 31, 1996 (Continued)
                          -------------------------------------------

income category includes  miscellaneous  fees which vary with market conditions,
late  charge  income  which  generally  varies  with  the  size of the  loan and
servicing  portfolios and economic  conditions,  and  prepayment  penalty income
which generally varies with loan activity and market conditions.

The Company sells whole loans and loan  participations  in the secondary  market
under  several  specific  programs.  The amount of loans sold is dependent  upon
conditions in both the mortgage  origination  and secondary  loan sales markets,
and the level of gains on loan sales will fluctuate. Loan sales were $86,246,000
for the first quarter of 1997 and $42,374,000 for the first quarter of 1996. The
Company  computes a gain or loss on sale at the time of sale by comparing  sales
proceeds with the carrying value of the loans and by calculating  the fair value
of servicing  rights  retained.  Most of the loans sold in the first  quarter of
1997 were adjustable  rate mortgages based on the COFI index.  The sale of loans
resulted in net gains of $1,090,000  for the first quarter of 1997,  compared to
$172,000 for the same period of 1996. The gain on the sale of loans includes the
value attributed to mortgage loan servicing rights under SFAS No. 122, which was
$814,000 for the first  quarter of 1997 and  $293,000  for the first  quarter of
1996.

The Company's  mortgage  banking  activities are focused on entering into formal
commitments and informal agreements with institutional investors to originate on
a direct flow basis single family mortgages which are priced and underwritten to
conform  to  previously  agreed  upon  criteria  prior to loan  funding  and are
delivered  to  the  investor  shortly  after  funding.  Also,  the  Company  has
historically identified,  from time to time, secondary market sources which have
particular  needs  which can be filled  primarily  with  adjustable  rate single
family loans held in its portfolio. As of March 31, 1997, the Company had agreed
to sell an  additional  $55  million of single  family  loans  with a  scheduled
closing date of May 1997.

Non-interest  expense totaled $7,433,000 for the first quarter of 1997, compared
to $6,010,000 for the same period in 1996. In 1997, the Company  reported higher
personnel   costs   related  to  higher   loan   volume  and  higher   corporate
profitability,  increased  advertising and  professional  costs from operating a
large  company and higher other  operating  costs.  The  Company's  non-interest
expense for the first  quarter of 1997 included  $644,000  related to results of
operating REO  properties  and losses on  disposition or changes in value of REO
properties,  net of gains on sold  REO,  compared  to  $726,000  of REO  related
expenses in the first quarter of 1996.

As a percentage of total assets,  recurring general and administrative expenses,
excluding REO related costs,  was 1.25% for the first quarter of 1997,  compared
to 1.09% for the first quarter of 1996, and 1.17% for all of 1996. The Company's
operating  efficiency ratio, or net non-interest  expense as a percentage of net
interest  income  and  recurring  non-interest  income,  was 49.5% for the first
quarter of 1997, compared to 42.8% for the same period in 1996 and 47.0% for all
of 1996.

                                        18
<PAGE>


RESULTS OF OPERATIONS -   Quarter Ended March 31, 1997 Compared 
-----------------------   -------------------------------------
                          to Quarter Ended March 31, 1996 (Continued)
                          -------------------------------------------

The following  table  presents for the first three months of 1997 and 1996,  the
distribution of  consolidated  average assets,  liabilities,  and  stockholders'
equity  as  well  as the  total  dollar  amounts  of  interest  income,  average
interest-earning  assets and the  resultant  yields,  and the dollar  amounts of
interest  expense,  average  interest-bearing   liabilities,   and  rates  paid.
Nonaccrual  loans are  included in the  calculation  of the average  balances of
loans and interest on nonaccrual loans is included only to the extent recognized
on a cash basis. The yield on short-term investments has been adjusted upward to
reflect  the effects of certain  income  thereon  which is exempt  from  federal
income tax, assuming an effective rate of 35%.
<TABLE>
<CAPTION>

                                                                             Three months Ended March 31,
                                                            ------------------------------------------------------------
                                                                        1997                                1996
                                                            --------------------------        --------------------------
                                                            Average             Yields/       Average             Yields/
                                                            Balance   Interest   Rates        Balance    Interest  Rates
                                                            -------   --------   -----        -------    --------  -----
                                                                                    (In thousands)
<S>                                                     <C>           <C>       <C>       <C>           <C>       <C> 
Assets:
Interest-bearing deposits with other institutions        $      989    $     11   4.51%    $    2,185    $     23   4.23%
Short-term investments                                       19,313         256   5.30         35,245         497   5.58
Investment securities                                       187,500       3,178   6.79        172,687       3,036   7.04
Loans                                                     1,945,780      38,080   7.83      1,711,556      35,173   8.22
                                                          ---------      ------             ---------      ------   

 Total earning assets                                     2,153,582      41,525   7.71      1,921,673      38,729   8.06
                                                                         ------                            ------
Non interest-earning assets                                  17,788                            18,078
                                                             ------                            ------

 Total average assets                                    $2,171,370                        $1,939,751
                                                         ==========                        ==========


Liabilities and Stockholders' Equity:
Passbooks, MMA's and NOW checking                        $  316,497    $  3,794   4.86%    $  199,342     $ 2,378   4.80%
Certificates of deposit                                   1,051,079      15,197   5.86        970,634      14,782   6.13
                                                          ---------      ------               -------      ------  

 Total customer deposits                                  1,367,576      18,991   5.63      1,169,976      17,160   5.90

Other borrowings                                            592,384       8,629   5.91        576,911       8,800   6.13
Subordinated debentures                                      46,370         826   7.13         64,045       1,442   9.01
                                                             ------         ---                ------       -----  


 Total interest-bearing liabilities                       2,006,330      28,446   5.75      1,810,932      27,402   6.08
                                                                         ------                            ------
Non interest-bearing liabilities                             22,867                            18,727
Stockholders' equity                                        142,173                           110,092
                                                            -------                           -------

 Total average liabilities and stockholders' equity      $2,171,370                        $1,939,751
                                                         ==========                        ==========

Net interest spread                                                               1.96%                             1.98%
Net interest income and net interest margin                            $ 13,079   2.36%                   $11,327   2.33%
                                                                       ========                           =======    
</TABLE>


The Company's balance sheet at March 31, 1997 is generally comparable to that at
December 31, 1996.  Total assets have increased  $26,854,000 to  $2,183,453,000,
while there was a net increase in the Company's loan  portfolio of  $15,704,000,
including an increase of  $51,222,000  in loans held for sale most of which will
be sold in May 1997.  Funds  were  raised  primarily  by retail  deposits  which
increased $24,734,000. The Company's reserve for possible losses was $18,351,000
at March  31,  1997,  and there  were four  foreclosed  real  estate  properties
resulting in other real estate owned with a net book value of $4,334,000.

                                        19
<PAGE>

ASSET QUALITY AND PROVISION FOR POSSIBLE LOSSES
-----------------------------------------------

The levels of the  Company's  provision  for losses and  reserve  for losses are
related to the size and  composition  of the loan  portfolio,  general  economic
conditions,  and  conditions  affecting  the real  estate  markets  in which the
Company conducts lending activities.  The following table sets forth by category
the total loan  portfolio  of the Company at the dates  indicated.  As indicated
below,  the Company has increased  primarily the dollar amount and proportion of
its loans secured by single  family  residences in 1996 and the first quarter of
1997.  Substantially,  all of the Company's  net loan growth since  December 31,
1995 is represented by growth in single family home loans.
<TABLE>
<CAPTION>


                                        March 31,              December 31,
                                                               ------------
                                          1997             1996            1995
                                          ----             ----            ----
<S>                                 <C>             <C>             <C>         
Loans:
Single family (1-4 units)           $1,228,140,000   $1,231,230,000    $983,331,000
Multifamily (5+ units)                 320,919,000      320,715,000     350,507,000
Commercial real estate                 284,436,000      285,141,000     286,824,000
Multifamily/commercial construction     12,568,000        7,347,000       9,013,000
Single family construction              36,056,000       36,686,000      19,349,000
Home equity credit lines                41,901,000       35,497,000      26,572,000
                                        ----------       ----------      ----------

 Real estate mortgages subtotal      1,924,020,000    1,916,616,000   1,675,596,000
                                     -------------    -------------   -------------

Commercial business and other           15,133,000        6,833,000       6,667,000
                                        ----------        ---------       ---------

 Total loans                         1,939,153,000    1,923,449,000   1,682,263,000

Unearned fee income                     (3,196,000)      (3,116,000)     (4,380,000)
Reserve for possible losses            (18,351,000)     (17,520,000)    (18,068,000)
                                       -----------      -----------     ----------- 

 Loans, net                         $1,917,606,000   $1,902,813,000  $1,659,815,000
                                    ==============   ==============  ==============
</TABLE>

The  following  table  presents an analysis of the Company's  loan  portfolio at
March 31, 1997 by property type and geographic location:
<TABLE>
<CAPTION>

                            San Francisco Los Angeles San Diego Other CA  Las Vegas,                       Percent
$ in thousands                   Bay Area   County     County     Areas     Nevada    Other     Total      By Type
                                 --------   ------     ------     -----     ------    -----     -----      -------
<S>                           <C>         <C>        <C>       <C>       <C>       <C>      <C>           <C>   
Property Type:
Single family (1-4 units)(1)     $789,923  $263,948    $43,809  $103,410   $ 9,243  $59,711  $1,270,044     65.5%
Multifamily (5+ units)            139,208    66,701        436    15,058    99,515      ---     320,918     16.5%
Commercial real estate            188,132    33,832      1,054    12,753    46,318    2,347     284,436     14.7%
Construction loans                 14,916    13,826        480     2,581    16,820      ---      48,623      2.5%
Business loans                        ---     1,914      1,741       181       ---      ---       3,836      0.2%
Other loans                         8,453       700         16        48        14    2,065      11,296      0.6%
                                    -----       ---         --        --        --    -----      ------      --- 


 Total                         $1,140,632  $380,921    $47,536  $134,031  $171,910  $64,123  $1,939,153    100.0%
                               ==========  ========    =======  ========  ========  =======  ==========    ===== 

Percent by location                 58.8%     19.6%       2.5%      6.9%      8.9%     3.3%      100.0%
</TABLE>

(1) Includes  equity lines of credit  secured by single  family  residences  and
single family loans held for sale.

The  Company  places  an asset on  nonaccrual  status  when any  installment  of
principal  or  interest  is 90 days or more past due (except for loans which are
judged by  management  to be well  secured  and in the  process  of  collection,
generally   applicable  to  single  family  loans),  or  earlier  if  management
determines  the  ultimate  collection  of all  contractually  due  principal  or
interest to be  unlikely.  Additionally,  loans  restructured  to defer or waive
amounts due are placed on nonaccrual  status and generally will continue in this
status until a satisfactory  payment history is achieved (generally at least six
payments).

                                        20
<PAGE>


ASSET QUALITY AND PROVISION FOR POSSIBLE LOSSES (Continued)
-----------------------------------------------------------

The following table presents  nonaccruing  loans, REO,  performing  restructured
loans  and  accruing  single  family  loans  over 90 days  past due at the dates
indicated.
<TABLE>
<CAPTION>


                                                                   March 31,                 December 31,
                                                                                   --------------------------------
                                                                     1997              1996                1995
                                                                     ----              ----                ----
<S>                                                              <C>               <C>                 <C>        
Nonaccruing loans:
 Single family                                                    $       ---       $       ---         $       ---
 Multifamily                                                       14,145,000        18,402,000          23,664,000
 Commercial real estate                                             8,719,000         5,783,000          12,555,000
 Other                                                                 52,000            69,000             331,000
                                                                   ----------        ----------          ----------
   Total nonaccruing loans                                         22,916,000        24,254,000          36,550,000
Real estate owned ("REO")                                           4,334,000         4,313,000          10,198,000
                                                                   ----------        ----------          ----------

   Total nonaccruing assets                                        27,250,000        28,567,000          46,748,000
Performing restructured loans                                       1,142,000         7,220,000          12,795,000
                                                                   ----------        ----------          ----------


   Total nonaccruing assets and performing restructured loans     $28,392,000       $35,787,000         $59,543,000
                                                                  ===========       ===========         ===========

Accruing single family loans more than 90 days past due           $   631,000       $ 4,565,000         $ 3,747,000

Percent of Total Assets:
 Nonaccruing assets                                                     1.25%             1.32%               2.46%
 Nonaccruing assets and performing restructured loans                   1.30%             1.66%               3.13%
Ratio of reserve for possible losses to nonaccruing loans                 80%               72%                 49%
</TABLE>

At March 31, 1997, the dollar amount of the Company's  nonaccruing loans and REO
after chargeoffs was $27,250,000  compared to $28,567,000   at December 31, 1996
and $46,748,000 at December 31, 1995.  There were no loans in the Company's loan
portfolio  secured by  properties  in Los  Angeles  County  which were placed on
nonaccrual status during the first quarter of 1997.

On January 17, 1994,  the  Northridge  earthquake  struck the Los Angeles  area,
causing  significant  damage  to the  freeway  system  and  real  estate  values
throughout  the area.  The  Company's  loans  secured by low to moderate  income
multifamily  properties were primarily affected by this event,  either by direct
property damage, loss of tenants, or economic difficulties  resulting from lower
rental revenues and higher vacancies.  Certain earthquake  affected loans remain
on nonaccrual status because of uncertainty about their ultimate collectability,
even though the loans may have been paying for twelve  months or more.  In 1995,
1996 and to a lesser  extent in 1997,  the  Company  has  experienced  increased
delinquencies,   additional   loan  loss  provisions  and  higher  partial  loan
chargeoffs  as a result  of this  substantial  natural  disaster.  Additionally,
certain  loans in  Northern  California  have been placed on  nonaccrual  status
because of changes in the borrower's  condition,  the  property's  status or the
loan's terms.



                                        21
<PAGE>


ASSET QUALITY AND PROVISION FOR POSSIBLE LOSSES (Continued)
-----------------------------------------------------------

The following  table  summarizes the changes in the Company's  nonaccrual  loans
during  the first  quarter  of 1997.  Nonaccrual  loans are  segmented  by major
geographical region and activity.

CHANGE IN NONACCRUAL
LOANS BY REGION
<TABLE>
<CAPTION>
                                      Los Angeles        Northern
                                        County          California        Nevada         Total
                                        ------          ----------        ------         -----
<S>                                 <C>               <C>             <C>            <C>         
Balance December 31, 1996            $ 16,629,000       $7,625,000     $     ---      $ 24,254,000

Additions to nonaccrual loans:
 New nonaccrual loans                         ---        3,042,000           ---         3,042,000

Deductions from nonaccrual loans:
 Chargeoffs to reserves                  (215,000)             ---           ---          (215,000)
 Transfer to foreclosed assets         (1,401,000)      (1,354,000)          ---        (2,755,000)
 Cash proceeds received                  (445,000)        (594,000)          ---        (1,039,000)
 Return to accrual status                (371,000)             ---           ---          (371,000)
                                         --------        ---------        ------          -------- 



Balance March 31, 1997               $ 14,197,000      $ 8,719,000     $     ---      $ 22,916,000
                                     ============      ===========     =========      ============
</TABLE>


Additions to  nonaccrual  loans during the first quarter of 1997 were related to
one  commercial  real estate  loan,  which had been in  performing  restructured
status, and one apartment loan.

Deductions from nonaccrual  loans during the first quarter of 1997 resulted from
$215,000 of chargeoffs to the Company's  reserve for possible  losses,  one loan
was returned to accrual status  ($371,000) and foreclosures upon four properties
($2,755,000).  Also,  cash  proceeds  of  $1,039,000  received  during the first
quarter of 1997 were used to payoff,  paydown  or reduce the  carrying  basis of
nonaccrual  loans.  Chargeoffs  on  nonaccrual  loans  occur  when  the  Company
determines that the collateral value is reduced to other than temporary  levels.
Chargeoffs  recorded in the first quarter of 1997 related to loans which were on
nonaccrual  status at December 31, 1996.  While the future  collateral  value of
these  properties  may change,  the Company  recorded  chargeoffs  to reduce the
carrying  basis of its  nonaccrual  loans to the  estimated  current  collateral
value, net of selling costs (See "Impaired Loans").

As of March 31, 1997,  the amounts  reported  for REO,  nonaccruing  loans,  and
performing  restructured  loans have been  reduced  by  previous  chargeoffs  of
$3,539,000, $5,899,000 and $300,000, respectively.

The Company's  nonaccrual loans included  $15,736,000 of loans on which interest
payments were received  during the quarter at an average payment rate of 9.0% on
their  written  down  recorded  investment.  As a result  of the  terms of these
restructurings,  such  loans  will  be  reported  as  nonaccrual  loans  until a
satisfactory  payment history is achieved and the Company  believes its recorded
investment in the loans is secure.

As of March 31, 1997,  one modified loan in the amount of $1,142,000 is reported
as a performing restructured loan. The decrease in this category from $7,220,000
at  December  31,  1996 is a  result  of one loan  being  placed  on  nonaccrual
($2,459,000)  and five loans  totaling  $3,619,000  being removed as a result of
achieving  market  rates  and  satisfactory  payment  records.  Additional  loan
modifications have

                                        22
<PAGE>


ASSET QUALITY AND PROVISION FOR POSSIBLE LOSSES (Continued)
-----------------------------------------------------------

been completed in 1997 and  additional  modifications  may be entered into  with
the Company's borrowers in future quarters.

During  the  first  quarter  of  1997,  four  loans  totaling   $2,755,000  were
transferred to REO. Three REO properties with a remaining December 31, 1996 book
value totaling $2,517,000 were sold and the Company recovered proceeds in excess
of the written down basis of these  properties  by $156,000.  At March 31, 1997,
the Company held as REO properties  three apartment  buildings and one parcel of
land. The Company's  policy is to attempt to resolve  problem assets  reasonably
quickly,  including  the  aggressive  pursuit of  foreclosure  or other  workout
procedures. It has been the Company's general policy to sell such problem assets
when  acquired as promptly as  possible at prices  available  in the  prevailing
market.  For certain  properties,  including  those  acquired as a result of the
Northridge  earthquake,  the  Company has made  repairs  and engaged  management
companies to reach stabilized levels of occupancy prior to asset disposition. At
March  31,  1997,  the  Company  is  actively  marketing  or  preparing  its REO
properties  for sale and expects to sell certain REO properties and to foreclose
upon additional loans in the second quarter of 1997.

At the time each loan is originated,  the Company  establishes a reserve for the
inherent  risk of  potential  future  losses,  based  on  established  criteria,
including  the  type of loan  and  loan-to-value  or cash  flow-to-debt  service
ratios.  Management  believes that such policy enables the Company's reserves to
increase commensurate with growth in the size of the Company's loan portfolio.

The Company's  reserve for possible losses is maintained at a level estimated by
management  to be  adequate  to  provide  for  losses  that  can  be  reasonably
anticipated  based  upon  specific  conditions  at the  time  as  determined  by
management, including past loss experience, the results of the Company's ongoing
loan  grading  process,   the  amount  of  past  due  and  nonperforming  loans,
observations of auditors, legal requirements, recommendations or requirements of
regulatory  authorities,  current and  expected  economic  conditions  and other
factors.

Since inception through March 31, 1997, the Company has experienced a relatively
low level of losses on its single family loans in each of its geographic  market
areas. The Company's  cumulative  single family loan loss experience is 0.06% on
all loans originated. For the most recent thirteen quarters from January 1, 1994
to March 31, 1997,  net  chargeoffs  on single  family loans as a percentage  of
average single family loans was 0.02%. As of March 31, 1997, the Company has not
experienced  any losses on its permanent loan  portfolio  secured by real estate
located in the Las Vegas  market.  Collectively,  the single family loan and Las
Vegas permanent loan categories  represented 73% of the Company's total loans at
March 31, 1997.

As a percentage of nonaccruing loans, the reserve for possible losses was 72% at
December 31, 1996 and 80% at March 31, 1997.  Management's continuing evaluation
of the loan portfolio and assessment of economic  conditions will dictate future
reserve  levels.  The  adequacy  of the  Company's  total  reserves  is reviewed
quarterly.  Management  closely monitors all past due and restructured  loans in
assessing the adequacy of its total reserves.  In addition,  the Company follows
procedures for reviewing and grading all of the larger income  property loans in
its portfolio on a periodic  basis.  Based  predominately  upon that  continuous
review and grading  process,  the Company will determine  appropriate  levels of
total  reserves in  response to its  assessment  of the  potential  risk of loss
inherent in its loan portfolio. Management will

                                        23
<PAGE>


ASSET QUALITY AND PROVISION FOR POSSIBLE LOSSES (Continued)
-----------------------------------------------------------

provide  additional  reserves  when the results of its problem  loan  assessment
methodology or overall reserve  adequacy test indicate  additional  reserves are
required.  The  review of  problem  loans is an ongoing  process,  during  which
management may determine that  additional  chargeoffs are required or additional
loans should be placed on nonaccrual status.

Although  substantially all nonaccrual loans and loans that have been reduced to
their currently estimated  collateral fair value (net of selling costs) at March
31, 1997, there can be no assurance that additional  reserves or chargeoffs will
not be required in the event that the properties securing the Company's existing
problem loans fail to maintain their values or that new problem loans arise.

The following table provides  certain  information with respect to the Company's
reserve  position and  provisions  for losses as well as chargeoff  and recovery
activity for the periods indicated.
<TABLE>
<CAPTION>

                                                       Three Months Ended              Year Ended
                                                            March 31,                 December 31,
                                                                             --------------------------------
                                                              1997              1996                 1995
                                                              ----              ----                 ----
<S>                                                   <C>                <C>                 <C>           
Reserve for Possible Losses:
Balance beginning of period                               $ 17,520,000       $ 18,068,000        $ 14,355,000

Provision charged to expense                                   500,000          5,838,000          14,765,000

Chargeoffs on originated loans:
 Single family                                                     ---           (302,000)            (14,000)
 Multifamily                                                  (215,000)        (6,548,000)         (9,314,000)
 Commercial real estate                                            ---           (705,000)         (2,163,000)
 Commercial business and other loans                               ---            (21,000)            (48,000)
 Construction loans                                                ---                ---            (353,000)

Recoveries on originated loans:
 Single family                                                     ---                ---               3,000
 Multifamily                                                   315,000            287,000             765,000
 Commercial real estate                                        231,000            855,000              30,000
 Commercial business and other loans                               ---             46,000              54,000

Acquired loans:
 Chargeoffs                                                        ---                ---             (22,000)
 Recoveries                                                        ---              2,000              10,000
                                                               -------         ----------         ----------- 
Net recoveries (chargeoffs)                                    331,000         (6,386,000)        (11,052,000)
                                                               -------         ----------         ----------- 

Balance end of period                                   $    18,351000       $ 17,520,000       $  18,068,000
                                                        ==============       ============       =============


Average loans for the period                            $1,945,780,000     $1,818,100,000      $1,591,827,000
Total loans at period end                                1,939,153,000      1,923,449,000       1,682,263,000

Ratios of reserve for possible losses to:
 Total loans                                                     0.95%              0.91%               1.07%
 Nonaccruing loans                                                 80%                72%                 49%
 Nonaccruing loans and performing restructured loans               76%                50%                 37%
 Net chargeoffs (recoveries) to average loans                   (0.68%)             0.35%               0.69%

</TABLE>

----------
*Annualized


                                        24
<PAGE>


IMPAIRED LOANS
--------------

Effective  January 1, 1995,  the Company  adopted  SFAS No. 114,  Accounting  by
Creditors for  Impairment  of a Loan,  as amended by SFAS No. 118  (collectively
referred to as SFAS No. 114). These statements address the accounting  treatment
of certain  impaired loans and amend SFAS No. 5 and SFAS No. 15. However,  these
statements do not address the overall adequacy of the allowance for losses.

A loan within the scope of SFAS No. 114 is considered  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,  including  scheduled  interest  payments.  For a loan  that has been
restructured  subsequent  to the January 1, 1995  adoption of SFAS No.114 by the
Company, the relevant contractual terms refer to the contractual terms specified
by the original  loan  agreement,  not the  contractual  terms  specified by the
restructuring  agreement.  Subsequent  to  the  adoption  of  SFAS  No.  114,  a
restructured  loan may be excluded from the impairment  assessment and may cease
to be reported as an  impaired  loan in the  calendar  years  subsequent  to the
restructuring if the loan is not impaired based on the modified terms.

For loans that are  impaired  within the  meaning of SFAS No.  114,  the Company
makes an assessment of impairment when and while such loans are on nonaccrual or
the loans have been restructured.  The measurement of impairment may be based on
(i) the present  value of the expected  future cash flows of the  impaired  loan
discounted at the loan's original  effective  interest rate, (ii) the observable
market price of the impaired  loan, or (iii) the fair value of the collateral of
a collateral  dependent  loan.  The Company's  loans are  primarily  real estate
secured; therefore the Company primarily bases the measurement of impaired loans
on the fair value of the collateral, reduced by costs to sell.

If the measurement of the impaired loan is less than the recorded  investment in
the loan,  impairment  is  recognized  by  creating  or  adjusting  an  existing
allocation  of the allowance  for losses.  Cash  receipts on impaired  loans not
performing  according  to  contractual  terms are  generally  used to reduce the
carrying  value of the loan  unless the  Company  believes  it will  recover the
remaining  principal  balance of the loan.  In accordance  with the  disclosures
guidelines of SFAS No. 114, the following table shows the recorded investment in
impaired  loans and any related SFAS No. 114  allowance  for losses at March 31,
1997.  An  impaired  loan  has a  specific  amount  of  the  Company's  reserves
(allowance for losses) assigned to it whenever the collateral's  fair value, net
of selling costs,  is less than the Company's  recorded  investment in the loan,
after amounts  charged off to reserves are deducted.  Generally,  impaired loans
not requiring a special  allowance  under SFAS No. 114 have already been written
down or have a net collateral fair value which exceeds the loan balance.

                                25
<PAGE>
IMPAIRED LOANS (Continued)
--------------------------
<TABLE>
<CAPTION>
                                                                            Related
                                                          Recorded     SFAS No. 114
                                                     Investment in    Allowance for
                                                    Impaired Loans           Losses
                                                    --------------    -------------
Impaired loans requiring a SFAS No. 114 allowance:
 <S>                                                   <C>               <C>
 Multifamily                                           $ 5,375,000       $  403,000
 Commercial Real Estate                                  1,142,000          251,000
 Other                                                      52,000            5,000
                                                       -----------       ----------

                                                       $ 6,569,000       $  659,000
                                                       -----------       ----------

Impaired loans not requiring a SFAS No. 114 allowance:
 Multifamily                                             8,147,000
 Commercial Real Estate                                  9,342,000
                                                       -----------

                                                        17,489,000
                                                       -----------

Total                                                  $24,058,000
                                                       ===========
</TABLE>

The $17,489,000 of loans reported as impaired loans not requiring a SFAS No. 114
allowance  are  classified  in this manner  because,  as of March 31, 1997,  the
recorded  investments in these loans have been reduced to their  collateral fair
value,  net of selling  costs,  by  $5,000,000  of  specific  chargeoffs  to the
Company's reserves. At March 31, 1997, the Company has designated $57,000 of its
reserves to protect against contingent  liabilities on certain of these impaired
loans, while the ultimate amount of payment, if any, is being contested.

Total interest income  recognized on loans  designated as impaired for the three
months ended March 31, 1997 was  $105,000,  all of which was recorded  using the
cash received method.  The average recorded  investment in impaired loans during
the first quarter of 1997 was approximately $28,000,000.

                                26
<PAGE>
PART II - OTHER INFORMATION

Item 1.    Legal Proceedings
           -----------------

           Not Applicable

Item 2.    Changes in Securities
           ---------------------

           Not Applicable

Item 3.    Defaults Upon Senior Securities
           -------------------------------

           Not Applicable

Item 4.    Submission of Matters to a Vote of Security Holders
           ---------------------------------------------------

           The Company's  annual meeting of  stockholders  was held on April 30,
           1997. At the annual meeting, the stockholders  approved the following
           actions:

           (i)   Mr. James H. Herbert, II, Mr. James F. Joy, Mr. Barrant V.
           Merrill and Mr. Roger O. Walther were elected as directors of the
           Company with terms expiringin 2000.  For each of the four nominees,
           the vote was 7,346,408 shares for, no shares against and 104,325
           shares withheld.   The remaining directors of the Company and the
           years in which their respective terms expire are as follows:  Mr.
           John F. Mangan - 1998; Ms. Katherine August-deWilde - 1998; Mr. L.
           Martin Gibbs - 1998; Mr. Kenneth W. Dougherty - 1999; Mr. Frank J.
           Fahrenkopf - 1999 and Mr. Richard Cox-Johnson - 1999.

           (ii) A proposal to amend and restate the Company's Stock Option Plan,
           continuing  the  existing  plan for 10  years  and  providing  for an
           additional 100,000 shares for future grants,  was approved.  The vote
           was:  6,074,532 shares for;  1,350,442 shares against;  25,759 shares
           abstain.

           (iii) A proposal to adopt the Company's  1997  Restricted  Stock Plan
           which  authorizes the issuance of 233,691 shares of restricted  stock
           to certain  officers,  employees  and  directors  of the  Company was
           approved.  The vote  was:  5,684,733  shares  for;  1,733,823  shares
           against; 32,177 shares abstain.

           (iv)  The  selection  of  the  firm  of  KPMG  Peat  Marwick  LLP  as
           independent  auditors  to examine  the  financial  statements  of the
           Company and its subsidiary for the 1997 fiscal year was ratified. The
           vote was:  7,432,270 shares for; 7,116 shares against;  11,347 shares
           abstain.

Item 5.    Other Information
           -----------------

           Not Applicable

                                27
<PAGE>

Item 6.    Exhibits and Reports on Form 8-K
           --------------------------------

           A. Exhibit 11 Statement  of Computation of Earnings Per Share.

           B. On February 18,1997, the Company filed a Form 8-K relating to Item
              5 therein,covering the registrant's release on February 18,1997 to
              the business  community of its engagement of an investment banking
              firm to consider strategic alternatives.

           C. On March 3, 1997,  the Company filed a Form 8-K relating to Item 5
              therein, covering the registrant's release on February 28, 1997 to
              the business  community of its  announcement  of the redemption of
              the outstanding convertible subordinated debentures due 2002.

           D. On April 16, 1997, the Company filed a Form 8-K relating to Item 5
              therein,  covering the  registrant's  release on April 14, 1997 to
              the business  community of its  announcement  of the completion of
              the  conversion of its  convertible  subordinated  debentures  due
              2002.

           E. On April 21, 1997, the Company filed a Form 8-K relating to Item 5
              therein,  covering the  registrant's  release on April 17, 1997 to
              the business community of its earnings for the quarter ended March
              31, 1997.


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                            SIGNATURES



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




                      FIRST REPUBLIC BANCORP INC.



Date:  May 14, 1997                   /s/JAMES H. HERBERT, II
                                      -----------------------
                                         JAMES H. HERBERT, II
                                         President and Chief Executive Officer





Date:  May 14, 1997                   /s/WILLIS H. NEWTON, JR.
                                      ------------------------
                                         WILLIS H. NEWTON, JR.
                                         Sr. Vice President and
                                         Chief Financial Officer
                                         (Principal Financial Officer)


                                29
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