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): April 27, 2005 (April 27, 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  2.02. Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

On April 27, 2005, Pamrapo Bancorp, Inc. (the “Company”) issued a press release announcing its earnings for the first quarter ended March 31, 2005 The information contained in the press release, which is attached as Exhibit 99.1 to this Form 8-K, is incorporated herein by reference.

Item  8.01. Other Events

The Company had its Annual Meeting today and elected Daniel J. Massarelli and Francis J. O’Donnell to serve as Directors of the Company for a term of three years each and until their successors are elected and qualified. Additionally, the shareholders ratified the appointment of Beard Miller Company LLP (“Beard Miller”) as the independent auditors of the Company for the fiscal year ending December 31, 2005.

At the Annual Meeting, the Company announced that management has completed its assessment of the Company’s internal control over financial reporting and that Beard Miller completed its audit of management’s assessment. As a result, management concluded that, as of the end of the fiscal year ended December 31, 2004, internal control over financial reporting was effective and Beard Miller concluded that such assessment is fairly stated, in all material respects. The Company will file management’s report on internal control over financial reporting and the corresponding attestation report of Beard Miller on an amendment to the Company’s Annual Report on Form 10-K.

Item  9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Exhibits

Exhibit 99.1. Press Release of Pamrapo Bancorp, Inc. dated April 27, 2005.

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 27, 2005	By:	/s/ WILLIAM J. CAMPBELL
		William J. Campbell, President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

BAYONNE, NJ—(MARKET WIRE)—Apr 27, 2005 — Pamrapo Bancorp, Inc. (NasdaqNM:PBCI—News) today reported net income for the first quarter ended March 31, 2005.

Net income for the first quarter of 2005 amounted to $1.983 million, or 40 cents per share, as compared with $1.946 million, or 39 cents per share in the first quarter of 2004. The weighted average number of diluted shares outstanding during the 2005 and 2004 periods were 4.990 and 5.001 million, respectively.

Pamrapo’s book value at March 31, 2005 was $11.25.

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

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

	Quarter ended 31-Mar
	2005		2004
Interest income:
Loans	$	6,381	$	6,133
Mortgage-backed securities		2,329		2,453
Investments and other interest-earning assets		305		244
Total interest income	$	9,015	$	8,830
Interest expense:
Deposits	$	2,069	$	2,024
Advances and other borrowed money		818		798
Total interest expense	$	2,887	$	2,822
Net interest income	$	6,128	$	6,008
Provision for loan losses		60		10
Net interest income after provision for loan losses	$	6,068	$	5,998
Non-interest income:
Fees and service charges		313		320
Miscellaneous		310		291
Total non-interest income		623		611
Non-interest expenses:
Salaries and employee benefits	$	1,984	$	1,927
Net occupancy expense of premises		266		247
Equipment		321		304
Advertising		52		62
Miscellaneous		744		826
Total non-interest expenses	$	3,367	$	3,366
Income before income taxes	$	3,324	$	3,243
Income taxes		1,341		1,297

Net income	$	1,983	$	1,946
Basic/diluted earnings per common share		.40		.39
Dividends per common share		.22		.21
Weighted average number of common shares and common stock equivalents outstanding
Basic	$	4,975	$	4,974
Diluted	$	4,990	$	5,001

PAMRAPO BANCORP, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands)

(Unaudited)

ASSETS	March 31, 2005			December 31, 2004
Cash and amounts due from depository institutions	$	11,671		$	14,599
Securities available for sale		3,423			3,639
Investment securities held to maturity		9,282			9,309
Mortgage-backed securities held to maturity		190,189			200,077
Loans receivable		407,902			395,800
Premises and equipment		3,985			4,019
Federal Home Loan Bank of New York stock, at cost		5,152			5,152
Interest receivable		2,868			2,703
Other assets		5,334			4,601
Total assets	$	639,806		$	639,899
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits	$	488,462		$	489,350
Advances from Federal Home Loan Bank of N.Y.		89,000			89,000
Other borrowed money		75			84
Advance payments by borrowers for taxes, insurance		3,346			3,337
Other liabilities		2,953			3,014
Total liabilities	$	583,836		$	584,785
Stockholders’ equity:
Common stock; par value $.01;authorized:
25,000,000 shares; 6,900,000 shares issued; 4,975,542 / 4,974,913 shares outstanding.		69			69
Paid-in capital in excess of par value.		19,053			19,041
Retained earnings—substantially restricted		59,276			58,387
Accumulated other comprehensive income—net		271			316
Treasury stock at cost: 1,924,458 / 1,925,087 shares		(22,699	)		(22,699	)
Total stockholders’ equity		55,970			55,114
Total liabilities and stockholders’ equity	$	639,806		$	639,899

Contact:

Contact

Robert A. Hughes

CPA

Vice President

201-339-4600