Mail Stop 04-08


								April 22, 2005


By mail and fax to: (201) 339-8353

Mr. Kenneth D. Walter
Treasurer and Chief Financial Officer
Pamrapo Bancorp, Inc.
611 Avenue C
Bayonne, NJ  07002

Re: Pamrapo Bancorp, Inc.

      Form 8-K filed April 1, 2005
      File No. 000-18014


Dear Mr. Walter,

   	The Staff has reviewed the above-referenced filing for
compliance with the requirements of Form 8-K and has the following
comments in that regard:

* Amend the report to include all of the information required by
Item
304 of Regulation S-K.  Include a letter from the former
accountants
addressing the revised disclosures.  File the amendment under
cover
of Form 8-K/A and include the ITEM 4 designation, including the
letter from the former accountant filed as an Exhibit 16.

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

   In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

   Please file an amendment via EDGAR in response to these
comments
within 10 business days of the date of this letter, unless
specified
otherwise, or contact us immediately if you require additional
time.
Such amendment should be filed under cover of Form 8-K/A and
should
include the ITEM 4 designation.  To expedite the processing of the
Form 8-K, please furnish a courtesy copy of the filing to the
undersigned.

You may direct any questions regarding these comments to me at
(202)
824-5398.


								Sincerely,



								Lisa Haynes
								Staff Accountant
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Kenneth Walter, Treasurer and Chief Financial Officer
Pamrapo Bancorp, Inc.
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