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): ~~April 10~~May 24, 2012

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FIRST REPUBLIC PREFERRED CAPITAL CORPORATION

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 57.0301 ~~Amendments~~Regulation toFD ~~Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Disclosure

On ~~April~~May 1024, 2012, First Republic ~~Preferred~~Bank ~~Capital Corporation~~ (~~the~~ “~~Corporation~~First Republic”) ~~filed~~issued a ~~Certificate~~press ofrelease ~~Withdrawal~~announcing ofa ~~Certificate~~public offering of ~~Designation~~depositary ~~with~~shares, ~~the~~each ~~Secretary~~representing ofa ~~State~~1/40th ofinterest ~~the~~in ~~State~~a share of ~~Nevada~~First toRepublic’s ~~withdraw~~Noncumulative ~~the~~Perpetual ~~Certificate~~Series ofB ~~Designation~~Preferred Stock. In connection with the offering, First Republic has concurrently filed a Form 8-K with the ~~Secretary~~Federal ofDeposit ~~State~~Insurance ofCorporation, in which it disclosed that the ~~State~~proceeds of ~~Nevada~~the onoffering ~~May 27~~will, ~~1999,~~among ~~that~~other ~~created~~things, offset the ~~Corporation's~~impact ~~10.5%~~on ~~Noncumulative~~Tier ~~Series~~1 Acapital ~~Preferred~~of ~~Stock~~a ~~(the~~possible ~~“Series~~redemption Aby ~~Preferred~~First ~~Stock”).~~Republic’s ~~The~~subsidiary, ~~Series~~First ARepublic Preferred ~~Stock~~Capital ~~was~~Corporation ~~redeemed~~(“FRPCC”), inof ~~whole~~FRPCC’s on7.25% ~~February~~Noncumulative ~~28,~~Perpetual ~~2012,~~Series ~~and~~D ~~thereafter,~~Preferred noStock. The ~~shares~~redemption of FRPCC’s Series AD Preferred Stock ~~were~~would ~~issued~~be ~~and~~pursuant ~~outstanding.~~to ~~The~~a ~~Certificate~~notice of ~~Withdrawal~~redemption isthat ~~attached~~will ~~hereto~~specify asa ~~Exhibit~~redemption ~~3.1~~date ~~and~~in ~~incorporated~~accordance ~~herein~~with bythe ~~reference~~terms of FRPCC’s Series D Preferred Stock.

~~Item~~The ~~9.01 Financial~~information ~~Statements~~furnished by FRPCC pursuant to this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and ~~Exhibits~~shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

(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:	~~April~~May 1324, 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.

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