8-K

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): July 28, 2004

Pamrapo Bancorp, Inc.

(Exact name of registrant as specified in its charter)

New Jersey	0-18014	22-2984813
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer 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

Not Applicable

(Former name or former address, if changed since last report)

Item 7. Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1 - Press Release of Pamrapo Bancorp, Inc.

Item 12. Disclosure of Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 12, “Disclosure of Results of Operations and Financial Condition.”

On July 28, 2004, Pamrapo Bancorp, Inc. issued a press release announcing its earnings for the three months ended June 30, 2004. The information contained in the press release, which is attached as Exhibit 99.1 to this Form 8-K, is incorporated herein by reference.

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.

	PAMRAPO BANCORP, INC.
Date: July 28, 2004	By:	/s/ William J. Campbell
		William J. Campbell,
		President and Chief Executive Officer

EX-99.1

PAMRAPO BANCORP REPORTS SECOND QUARTER RESULTS

Bayonne, N.J., July 28, 2004 — Pamrapo Bancorp, Inc. (Nasdaq: PBCI) today reported net income for the second quarter ended June 30, 2004.

Net Income for the second quarter of 2004 amounted to $1.965 million or 40 cents per share, as compared with $1.864 million, or 36 cents per share in the second quarter of 2003. The basic weighted average number of shares outstanding during the 2004 and 2003 periods was 4.975 million and 5.131 million, respectively.

Net Income for the six months ended June 30, 2004 amounted to $3.912 million, or 79 cents per share, as compared with $3.711 million, or 72 cents per share for the same period a year ago. The basic weighted average number of shares outstanding during the 2004 and 2003 periods was 4.975 million and 5.138 million, respectively.

Pamrapo book value per share at June 30, 2004 was $10.68

Pamrapo Bancorp is a holding company whose principal subsidiary, Pamrapo Savings Bank, S.L.A., operate nine branch office in Bayonne, Fort Lee, Hoboken and Monroe, New Jersey.

CONTACT

Robert A. Hughes, CPA, Vice President

201-339-4600

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(Unaudited)

	Quarter ended June 30,				Six months ended June 30,
	2004		2003		2004		2003
Interest Income:
Loans	$	6,116	$	6,658	$	12,249	$	13,589
Mortgage-backed securities		2,553		2,381		5,006		4,505
Investments and other interest-earning assets		259		273		502		562
Total interest income		8,928		9,312		17,757		18,656
Interest expense:
Deposits		2,005		2,585		4,029		5,209
Advances and other borrowed money		782		968		1,581		1,967
Total interest expense		2,788		3,553		5,610		7,176
Net interest income		6,140		5,759		12,147		11,480
Provision for loan losses		10		30		20		60
Net interest income after provision for loan losses		6,130		5,729		12,127		11,420
Non-interest income:
Fees and service charges		332		384		653		726
Miscellaneous		321		283		612		513
Total non-interest income		653		667		1,265		1,239
Non-interest expenses:
Salaries and employee benefits		1,926		1,722		3,852		3,437
Net occupancy expense of premises		247		269		495		530
Equipment		315		309		619		671
Advertising		33		36		95		80
Miscellaneous		969		933		1,795		1,707
Total non-interest expenses		3,490		3,269		6,856		6,425
Income before income taxes		3,293		3,127		6,536		6,234
Income taxes		1,328		1,263		2,624		2,523
Net Income	$	1,965	$	1,864	$	3,912	$	3,711
Basic earnings per common share	$	.40	$	.36	$	.79	$	.72
Diluted earnings per common share	$	.39	$	.36	$	.78	$	.72
Dividends per common share	$	.21	$	.20	$	.42	$	.40
Weighted average number of common shares and common stock equivalents outstanding:
Basic		4,975		5,131		4,975		5,138
Diluted		4,997		5,131		5,000		5,138

PAMRAPO BANCORP, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands)

(Unaudited)

	June 30, 2004			December 31, 2003
ASSETS
Cash and amounts due from depository institutions	$	7,480		$	10,126
Securities available for sale		3,741			3,922
Investment securities held to maturity		9,368			9,422
Mortgage-backed securities held to maturity		222,997			218,418
Loans receivable		383,031			378,641
Premises and equipment		3,928			4,093
Investment in real estate		126			130
Federal Home Loan Bank of New York stock, at cost		5,152			4,744
Interest receivable		2,844			2,838
Other assets		5,053			4,561
Total assets	$	643,720		$	636,895
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits	$	496,588		$	492,161
Advances from Federal Home Loan Bank of N.Y		87,000			87,000
Other borrowed money		101			118
Advance payment by borrowers for taxes, insurance		3,107			3,496
Other liabilities		3,805			2,797
Total liabilities	$	590,601		$	585,572
Stockholders’ equity:
Common stock; par value $.01; authorized: 25,000,000 Shares; 6,900,000 shares issued; 4,974,913/ 4,974,313 shares outstanding.		69			69
Paid-in capital in excess of par value		19,001			18,957
Retained earnings – substantially restricted		56,444			54,622
Accumulated other comprehensive income – net		235			243
Treasury stock at cost 1,925,087/1,925,687 shares		(22,630	)		(22,568	)
Total stockholder’s equity	$	53,119		$	51,323
Total liabilities and stockholders’ equity	$	643,720		$	636,895