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

SCHEDULE 13G

(Under the Securities Exchange Act of 1934)
(Amendment No. 2)*

FIRST REPUBLIC BANK
------------------------------------------------------
(Name of Issuer)

Common Stock		
---------------------------------
(Title of Class of Securities)

336158100
-----------------------
(Cusip Number)

December 31, 2005
_____________________________________
(Date of Event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant
to which this schedule is filed:

[X]  Rule 13d-1   (b)
[ ]  Rule 13d-1   (c)
[ ]  Rule 13d-1   (d)

*The remainder of this cover page shall be filled out for a 
reporting person's initial filing of this form with respect to the 
subject class of securities, and for any subsequent amendment 
containing information which would alter the disclosures provided in 
a prior cover page.

The information required in the remainder of this cover page shall 
not be deemed to be "filed" for the purpose of Section 18 of the 
Securities Exchange Act of 1934 ("Act") or otherwise subject to the 
liabilities of that section of the Act, but shall be subject to all 
other provisions of the Act (however, see the Notes.)

[Continued on the following page(s)]
Page 1 of 4 Pages

CUSIP No.	336158100       		Page 2 of 4 Pages  
----------------------------------------------------------------
1.	Name of reporting person
 	S.S. or I.R.S. identification no. of above person

	Babson Capital Management LLC
	51-0504477
----------------------------------------------------------------


2.	Check the appropriate box if a member of a group
	(a)(   )
	(b)( X )
----------------------------------------------------------------
3.	SEC use only

----------------------------------------------------------------
4.	Citizenship or place of organization
	Massachusetts

 ----------------------------------------------------------------

Number of shares beneficially owned by each reporting person with:

5.	Sole Voting Power
		  997,173.01

	-----------------------------
6 	Shared Voting Power
	
               0
	-----------------------------

 7	Sole Dispositive Power

              997,173.01
  -----------------------------

8.	Shared Dispositive Power			

       	0						
--------------------------------

9.	Aggregate amount beneficially owned by each reporting person

          997,173.01
	---------------------------------------------------------------
10.	Check if the aggregate amount in row (9) excludes certain shares*

----------------------------------------------------------------
11.	Percent of class represented by amount in row 9
    	  3.91%
----------------------------------------------------------------
12.	Type of Reporting person
	IA

Page 3 of 4 Pages 					Cusip #: 336158100

SCHEDULE 13G

ITEM 1(A):  NAME OF ISSUER:

First Republic Bank




1(B):  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

111 Pine Street
San Francisco, CA  94111

ITEM 2(A):  NAME OF PERSON FILING:

	Babson Capital Management LLC (Babson Capital)


ITEM 2(B):  ADDRESS OF PRINCIPAL BUSINESS OFFICE:

	470 Atlantic Avenue
      Boston, MA   02210-2208


ITEM 2(C):  CITIZENSHIP:

	See Item 4 of Cover Page

ITEM 2(D):  TITLE OF CLASS OF SECURITIES:

	See Cover Page

ITEM 2(E):  CUSIP NUMBER:

	See Cover Page

ITEM 3:  TYPE OF REPORTING PERSON:

If this statement is filed pursuant to sections 240.13d-1 (b)
or 240.13d-2 (b) or (c), check whether the filing person 
is a:

(e) [X]  An investment adviser in accordance with
         Section 240.13d-1 (b) (1) (ii) (E)

ITEM 4:  OWNERSHIP:

a)AMOUNT BENEFICIALLY OWNED: Babson Capital, in its capacity as 
investment adviser, may be deemed the beneficial owner of 997,173.01
shares of common stock of the Issuer which are owned by investment
advisory client(s).

(b)	PERCENT OF CLASS: 3.91%

(c)	For information on voting and dispositive power with respect to the 
above listed shares, see Items 5 - 8 of Cover Page.

Page 4 of 4 Pages				Cusip #:336158100

ITEM 5:  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the 
date hereof the reporting person has ceased to be the beneficial 
owner of more than five per cent of the class of securities check 
the following: [x]





ITEM 6:  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

 N/A

ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH 
	ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING 
	COMPANY:

		Not Applicable

ITEM 8:  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable

ITEM 9:  NOTICE OF DISSOLUTION OF GROUP:

		Not Applicable

ITEM 10:  CERTIFICATION:

By signing below I certify that, to the best of my knowledge and 
belief, the securities referred to above were acquired in the 
ordinary course of business and were not acquired for the purpose of 
and do not have the effect of changing or influencing the control of 
the issuer of such securities and were not acquired in connection 
with or as a participant in any transaction having such purpose or 
effect.

SIGNATURE:

After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this statement 
is true, complete and correct.

		Date: January 20, 2006


		
Signature:  // Robert J. Guerin //
		Name/Title:  ROBERT J. GUERIN 
				 Senior Compliance Officer 


January 20, 2006


Securities and Exchange Commission
Operations Center
Attn:  Stop 0-7
6432 General Green Way
Alexandria, VA 22312-2413


Re:	SCHEDULE 13G ON BEHALF OF FIRST REPUBLIC BANK FOR THE YEAR ENDING 
      DECEMBER 31, 2005

Dear Sir or Madam:

Babson Capital Management LLC is filing today an amendment to
Schedule 13G through the EDGAR system as required by Section 
240.13d-1(b) to reflect a change in beneficial ownership of 
the outstanding stock of the above-mentioned issuer.

Please note that the shares as to which this Schedule is filed are 
owned by various investment advisory clients of Babson Capital,
which may be deemed a beneficial owner of the shares only by virtue 
of the direct or indirect investment discretion it possesses pursuant 
to the provisions of investment advisory agreements with such clients.

A copy of the Schedule 13G is being sent to the issuer as required by 
Rule 13d-7.

Comments or questions concerning the above may be directed to the 
undersigned at (617) 761-3779.

Sincerely,



// Robert J. Guerin //
   ROBERT J. GUERIN 
   Senior Compliance Officer