UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~January 27~~April 10, 2012

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FIRST REPUBLIC PREFERRED

CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

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Nevada	000-33461	91-1971389
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

111 Pine Street, 2nd Floor
San Francisco, CA 94111

(Address, including zip code, of principal executive office)

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

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 85.~~01 Other~~03 ~~Events~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~January~~April 2710, 2012, First Republic Preferred Capital Corporation (the “~~FRPCC~~Corporation”), afiled ~~majority owned subsidiary of First Republic Bank, issued~~ a ~~notice~~Certificate ~~to redeem all~~ of ~~the~~Withdrawal ~~55,000 outstanding shares~~ of ~~10.50%~~Certificate ~~Noncumulative Series A Preferred Stock~~ of ~~FRPCC~~Designation ~~(the~~with ~~“Series A Preferred Stock”) on February 28, 2012 (~~the ~~“Redemption~~Secretary ~~Date”). Pursuant to Section 3~~ of ~~FRPCC’s~~State ~~Amended and Restated Certificate~~ of ~~Designations related to~~ the ~~Series~~State ~~A Preferred Stock, shares are redeemable at the option~~ of ~~FRPCC~~Nevada ~~at a cash redemption price (the “Redemption Price”) equal~~ to ~~the~~withdraw ~~sum of: (i)~~ the ~~liquidation~~Certificate ~~preference~~ of $1Designation,~~000~~ ~~per~~filed ~~share,~~with ~~plus~~the ~~(ii)~~Secretary ~~a redemption premium~~ of ~~$21~~State ~~per share, and plus (iii) the amount~~ of the ~~accrued~~State ~~and unpaid dividends thereon (whether or not declared) from the beginning~~ of ~~the~~Nevada ~~period~~on inMay ~~which~~27, ~~the~~1999, ~~redemption~~that ~~occurs~~created to the ~~Redemption~~Corporation's ~~Date~~10. As5% ~~such,~~Noncumulative ~~each~~Series ~~holder~~A ofPreferred ~~record~~Stock of (the ~~issued and outstanding~~ “Series A Preferred Stock ~~will receive $1,021~~”).00 ~~per~~The ~~share,~~Series ~~plus~~A ~~accrued~~Preferred ~~and~~Stock ~~unpaid~~was ~~dividends~~redeemed toin ~~the~~whole ~~Redemption~~on ~~Date~~February ~~equal to $16.9167 per share. Following such redemption~~28, ~~FRPCC will not pay any future quarterly dividends with respect to the Series A Preferred Stock~~2012, and ~~the~~thereafter, ~~former~~no ~~holders of the~~ shares of ~~the~~ Series A Preferred Stock ~~will~~were ~~have~~issued noand ~~further~~outstanding. ~~rights~~The ~~arising~~Certificate ~~out~~ of ~~their~~Withdrawal ~~ownership~~is ofattached ~~such~~hereto ~~shares~~as ofExhibit ~~the~~3.1 ~~Series~~and Aincorporated ~~Preferred~~herein ~~Stock.~~by reference.

~~First~~Item ~~Republic Bank owns 25,410 shares of the Series A Preferred Stock, representing approximately $26~~9.401 Financial ~~million~~Statements atand ~~the Redemption Price~~Exhibits.

(d) Exhibits.



Exhibit 3.1		Certificate of Withdrawal of Certificate of Designation of 10.5% Noncumulative Series A Preferred Stock.

SIGNATURES

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

		First Republic Preferred Capital Corporation
Date:	~~January~~April 2713, 2012	By:	/s/ Michael J. Roffler
		Name:	Michael J. Roffler
		Title:	Vice President and Treasurer

EXHIBIT INDEX



	Exhibit Number		Description

	Exhibit 3.1		Certificate of Withdrawal of Certificate of Designation of 10.5% Noncumulative Series A Preferred Stock.

Filing Compare · FIRST REPUBLIC PREFERRED CAPITAL CORP