8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 Current Report


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported)
                                 March 12, 1997



                          COMMISSION FILE NO.: 0-18014


                              Pamrapo Bancorp, Inc.
                              ---------------------     
             (Exact name of registrant as specified in its charter)


Delaware                                                    22-2984813
- -------------------------------------------------      -----------------------
(State or other Jurisdiction of Incorporation           (IRS Employer or
organization)                                           Identification No.)


611 Avenue C, Bayonne, New Jersey                             07002
- -------------------------------------------------      -----------------------
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code         (201) 339-4600
                                                       -----------------------





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Item 5.  Other Events.
         -------------

             On March 12, 1997, Pamrapo Bancorp, Inc. entered into a Standstill
Agreement with Roger T. Conlan whereby the Company repurchased 278,900 shares 
from Conlan at a per share price of $23.50.  The Standstill Agreement has a term
of two years and is attached hereto as an exhibit along with the Press Release
issued in connection therewith.


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Item 7.  Exhibits.
         ---------

Exhibit 10.1.  Standstill Agreement between Pamrapo Bancorp, Inc. and
               Roger T. Conlan, dated March 12, 1997.

Exhibit 99     Press Release



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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 hereunto duly authorized.

                                      /s/ William J. Campbell
                                   By:-------------------------------
                                      William J. Campbell
                                      President



Dated: March 21, 1997

EX-10.1

 1

EXHIBIT 10.1

                             STANDSTILL AGREEMENT



      STANDSTILL AGREEMENT dated as of March 12, 1997, between Pamrapo Bancorp,
Inc., a Delaware corporation (the "Company"), and Roger T. Conlan (Roger T.
Conlan together with his associates and affiliates as such terms are defined in
Rule 12b-2 of the rules and regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934 shall be referred to as
"Conlan").

      WHEREAS, Conlan beneficially owns an aggregate of 278,900 shares (the
"Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of
the Company.

      WHEREAS, in consideration for the sale of 278,900 shares of Common Stock
at $23.50 per share for an aggregate of $6,554,150 with proxies, the Company 
and Conlan (together the "Parties) have agreed to enter into and abide by the 
terms of the Agreement.

      NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:


                                   ARTICLE I

      SECTION 1.1. Standstill Provisions. (a) Conlan and his affiliates will
not, alone or in concert with others (and will not advise, assist or encourage
others to), directly or indirectly, unless specifically requested in writing in
advance by the Company or specifically approved by a majority of the members of
the Board of Directors of the Company (it being understood that Conlan or
affiliates of Conlan shall not seek to have the Company or any of the Company's
officers, directors, representatives, trustees, employees, attorneys, advisors,
agents, affiliates or associates make any such request), for a period of two 
(2) years from the date hereof: (i) by purchase or otherwise, acquire, or agree 
to acquire ownership (including, but not limited to, beneficial ownership) of 
any additional shares of Common Stock of the Company or direct or indirect 
rights (including convertible securities) or options to acquire such ownership; 
(ii) make any public announcement with respect to, or submit any proposal for, 
the acquisition of beneficial ownership of additional shares of Common Stock 
(or direct or indirect rights, including convertible securities, or options to
acquire such beneficial ownership), or for or with respect to any extraordinary
transaction or merger, consolidation, sale of substantial assets or business
combination involving the Company or any of its affiliates, whether or not any
parties other than Conlan and his affiliates and associates are involved and
whether or not such proposal might require the making of a public announcement
by the Company unless (x) such proposal is directed and disclosed solely to the
Board of Directors of the Company and (y) the Company shall have requested
Conlan in writing in advance of the submission of such proposal; (iii) make, or
in any way participate in, any "solicitation" of "proxies" (as such terms are
defined or used in Regulation 14A under the Exchange Act) or become a
"participant" in any "election contest" (as such terms are defined or used in
Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any
person or entity with respect to the voting of, any voting securities of the
Company or any of its affiliates; (iv) form, join or in any way participate in 
a "group" (as such term is used in Section 13d(3) of the Exchange Act)


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with respect to any securities of the Company or any of its affiliates in
connection with any action or matter otherwise prohibited by the terms of this
Agreement; (v) initiate or propose any shareholder proposals for submission to 
a vote of shareholders with respect to the Company or any of its affiliates or
propose any person for election to the Board of Directors of the Company or any
of its affiliates; (vi) initiate any communication with any customer or 
supplier of the Company regarding matters relating to the Company with a view 
towards interfering with or otherwise adversely affecting the relationship 
between the Company and any such customer or supplier; (vii) otherwise seek to 
control the management or policies of the Company or any of its affiliates, to 
obtain representation on the Board of Directors of the Company or any of its
affiliates; (viii) disclose to any third party, or make any filing under the
Exchange Act (including, without limitation, under Section 13(d) thereof)
disclosing, any intention, plan or arrangement inconsistent with the foregoing;
(ix) enter into any discussions, negotiations, arrangements or understandings
with any third party with respect to any of the foregoing; (x) sell any Common
Stock of the Company, directly or indirectly, unless executed in brokerage
transactions; or (xi) request the Company (or any of its officers, directors,
representatives, trustees, employees, attorneys, advisers, agents, affiliates 
or associates) to waive, amend or modify in any material respect any 
restrictions contained in this Article I (or to waive, amend or modify this 
clause (xi)), it being understood that no request whatsoever shall be made 
which (aa) is disclosed by Conlan to any third party or in any filing under the 
Exchange Act (including, without limitation, under Section 13(d) thereof) or 
(bb) the Company might be required to publicly disclose.

      (b) Conlan and any affiliate thereof shall support management proposals
and vote the shares of Common Stock owned by them beneficially or of record in
favor of such management proposals.


                                  ARTICLE II

      SECTION 2.1. Fees and Expenses. Each party shall pay the fees and 
expenses of its investment banking advisers, attorneys, accountants and other 
advisors, if any, and all other expenses incurred by such Party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.

      SECTION 2.2.  Joint and Several Liability.  Conlan and his affiliates 
shall be jointly and severally liable for any breach of this Agreement.

      SECTION 2.3. No Disclosure. The Company and Conlan each agree not to make
(and agree to use their best efforts to cause their officers, directors,
representatives, trustees, employees, attorneys, advisors, agents, affiliates
and associates not to make) any disclosure with respect to this Agreement, the
performance hereof or any matter covered hereby, other than a disclosure of the
specific terms hereof; provided, however, that neither the Company nor Conlan
shall be restricted from making such disclosure if and to the extent it shall 
be advised by independent counsel that such disclosure is required by law or
administrative regulation or by the regulation of any stock exchange.




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      SECTION 2.4 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect, unless
such action would substantially impair the benefits to either party of the
remaining provisions of this Agreement.

      SECTION 2.5.  Specific Enforcement: No Right to Terminate; Consent to
Jurisdiction.

      (a) The Company and Conlan acknowledge and agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. 
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement and
to enforce specifically the terms and provisions hereof, this being in addition
to any other remedy to which they may be entitled by law or equity.

      (b) The parties further agree that they shall not be permitted or have 
the right to terminate or suspend performance of any provision of this 
Agreement, it being agreed that all provisions of this Agreement shall continue 
and be specifically enforceable in all events and under all circumstances 
regardless of any events, occurrences, actions or omissions before or after the 
date hereof. In furtherance of the foregoing, the parties agree that they shall 
not be permitted to, and shall not, bring any claim seeking to terminate or 
suspend performance of any provision of this Agreement or seeking any 
determination that any provision of this Agreement (including, without
limitation, this Section 2.5) is invalid, inapplicable or unenforceable.

      (c) The Company and Conlan (i) hereby irrevocably submit to the laws of
the State of Delaware for the purposes of any claim arising out of or relating
to this Agreement and agree that, if at any time either believes that it is
entitled, because of a breach of this Agreement, to assert any claim against 
the other, it will assert such claim only under the laws of the State of 
Delaware and (ii) hereby waive, and agree not to assert in any such claim that 
they are not personally subject to the jurisdiction of the laws of the State of 
Delaware, that such claim is brought in an inconvenient forum or that the venue 
is improper. The Company and Conlan consent to process being served in any such
claim by mailing a copy thereof to the address in effect for notices to the
parties under this Agreement and agree that such service upon receipt shall
constitute good and sufficient service or process and notice thereof. Nothing 
in this paragraph shall affect or limit any right to serve process in any other
manner permitted by law.

      SECTION 2.6. Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the matters covered hereby and 
this Agreement may be amended only by an agreement in writing executed by the 
parties hereto.

      SECTION 2.7. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be effective (a)
when personally delivered or delivered by telex (with correct answer-back
received) or telecopy on a business day during normal business hours at the
address or number designated below or (b) on the business day following the 
date of mailing by overnight courier, fully prepaid, addressed to such address.



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      IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as
of the day and year first above written.


                                    Pamrapo Bancorp, Inc.

                                          /s/ William J. Campbell
                                    BY:   -----------------------------
                                          William J. Campbell
                                          Chairman of the Board and
                                          Chief Executive Officer

                                    C/O   Pamrapo Bancorp, Inc.
                                          611 Avenue C
                                          Bayonne, New Jersey 07002
                                         (201) 339-4600


                                    CONLAN


                                          /s/ Roger T. Conlan
                                    BY:   -----------------------------
                                          Roger T. Conlan
                                          22 Fawn Drive
                                          Montville, New Jersey 07045




                                          Telephone Number: (201) 263-2143
                                                            (201) 334-2348

EX-99

Exhibit 99

From: Pamrapo Bancorp, Inc.
      611 Avenue C
      Bayonne, NJ  07002

                                                         FOR IMMEDIATE RELEASE
                                                         ---------------------

             PAMRAPO BANCORP PURCHASES LARGEST SHAREHOLDER'S STOCK
             -----------------------------------------------------

      BAYONNE,  N. J.,  March 14, 1997 -- Pamrapo Bancorp, Inc. (NASDAQ:PBCI)
today announced that on March 12, 1997 it purchased from Roger Conlan, the
Company's largest shareholder, the 278,900 shares he owned at a price of $23.50
per share.
      Since the purchase of Mr. Conlan's shares was made under a special
authorization by Pamrapo's board of directors, approximately 40,000 shares
remain available pursuant to the Company's current repurchase program.
      William J. Campbell, Pamrapo's president, noted that, "This transaction
will enable the Company to improve its return on equity as well as increase its
earnings per share."
      Pamrapo Bancorp recently announced that directors had voted to raise the
regularly quarterly dividend to 25 cents per share from 22.5 cents per share,
the eighth dividend increase since the bank went public in November, 1989.
      Pamrapo Bancorp is a holding company whose principal subsidiary, Pamrapo
Savings Bank, S.L.A., operates eight branch offices in Bayonne, Hoboken and Fort
Lee , N.J.

                                    #  #  #

                                   CONTACTS
                                   --------

At Pamrapo Bancorp:  Robert A. Hughes, C.P.A., Vice President

At Westfield Investor Relations:  John P. Murphy (908) 233-1558