8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K/A

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 26, 2005 (April 1, 2005)

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)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01. Changes in Registrant’s Certifying Accountant.

The independent auditor of Pamrapo Bancorp, Inc. (the “Company”), Radics & Co., LLC (“Radics”), has merged with Beard Miller Company LLP as of April 1, 2005. As a result of this merger, on April 1, 2005, Radics resigned as independent auditors of the Company. On April 1, 2005, the Company engaged Beard Miller as its successor independent audit firm. The Company’s engagement of Beard Miller has been approved by the Company’s Audit Committee.

The reports of Radics on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2004, and December 31, 2003, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the years ended December 31, 2004 and 2003, and during the interim period from December 31, 2004 to April 1, 2005, in connection with the audit of the Company’s financial statements for such periods there were no disagreements between the Company and Radics on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Radics, would have caused Radics to make reference to such matter in connection with its audit reports on Company’s financial statements.

The Company has provided Radics with a copy of the above disclosures in response to Item 304(a) of Regulation S-K in conjunction with the filing of this Form 8-K. The Company requested that Radics deliver to the Company a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K, and if not, stating the respects in which it does not agree. A copy of Radics letter is filed as Exhibit 16 hereto.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) The following exhibits are included with this Report:

Exhibit 16    Letter from Radics & Co., LLC

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: April 26, 2005
	By:	/s/ KENNETH D. WALTER
		Kenneth D. Walter,
		Treasurer and Chief Financial Officer

EX-16

Exhibit 16

[Radics & Co., LLC Letterhead]

April 26, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Dear Members:

We have had an opportunity to review the disclosures made by Pamrapo Bancorp, Inc. (“Company”) in its amended current report on Form 8-K/A, originally filed on April 1, 2005, which is to be filed today with the Securities and Exchange Commission (“SEC”).

Pursuant to Item 304(a)(3) of Regulation S-K, we are required to furnish the Company with a letter addressed to the SEC stating whether or not we agree with the statements made by the Company in the 8-K regarding our replacement as the independent auditors of the Company, and, if not, stating the respects in which we do not agree.

We agree with the statements made by the Company in the 8-K regarding our replacement as the independent auditors of the Company.

Very truly yours,

/s/ Radics & Co., LLC

Radics & Co., LLC

cc: Pamrapo Bancorp, Inc.

CORRESP

[Pamrapo Bancorp, Inc. Letterhead]

April 26, 2005

Lisa Haynes

Staff Accountant

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re: Pamrapo Bancorp, Inc.

Current Report on Form 8-K/A

Dear Ms. Haynes:

Set forth below and attached hereto are the responses of Pamrapo Bancorp, Inc. (the “Company”) to the comments contained in your letter dated April 22, 2005, with respect to the current report on Form 8-K, filed on April 1, 2005.

The Company has amended its current report, under cover of Form 8-K/A, to include all of the information required by Item 304 of Regulation S-K and attached a letter from its former accountants, Radics & Co., LLC, addressing the revised disclosures as Exhibit 16.

The Company hereby further acknowledges 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.

Lisa Haynes

April 26, 2005

Page 2

Please do not hesitate to call the undersigned at (201)339-4600 if there are any comments or questions concerning the foregoing or if we can be of assistance in any way.

Very truly yours,

/s/ KENNETH D. WALTER

Kenneth D. Walter

Treasurer and Chief Financial Officer