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): February 1, 2006 (January 31, 2006)

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 January 31, 2006, Pamrapo Bancorp, Inc. issued a press release announcing its earnings for the fourth quarter and full year ended December 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1. Press Release of Pamrapo Bancorp, Inc. dated January 31, 2006.

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: February 1, 2006
	By:	/s/ WILLIAM J. CAMPBELL
		William J. Campbell,
		President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Pamrapo Bancorp Reports Fourth Quarter Results

BAYONNE, NJ—(MARKET WIRE)—Jan 31, 2006 — Pamrapo Bancorp, Inc. (NasdaqNM:PBCI - News) today reported net income for the fourth quarter and full year ended December 31, 2005.

Net income for the fourth quarter of 2005 amounted to $1.951 million, or $.39 cents per share, as compared with $1.941 million, or $.39 cents per share in the fourth quarter of 2004.

Net income for the year ended December 31, 2005 amounted to $7.964 million, or $1.60 cents per share, as compared with $7.944 million, or $1.60 cents per share for the year ended December 31, 2004.

Pamrapo’s book value per share at December 31, 2005 was $11.78.

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 FINANCIAL CONDITION

(In Thousands)

(Unaudited)

	December 31, 2005			December 31, 2004
ASSETS
Cash and amounts due from depository institutions	$	4,409		$	5,020
Interest-bearing deposits in other banks		4,161			9,579
Total cash and cash equivalents		8,570			14,599
Securities available for sale		3,321			3,639
Investment securities held to maturity		10,287			9,309
Mortgage-backed securities held to maturity		167,009			200,077
Loans receivable		438,250			395,800
Premises and equipment		3,856			4,018
Federal Home Loan Bank stock, at cost		5,954			5,152
Interest receivable		2,809			2,703
Other assets		6,030			4,602
Total assets	$	646,086		$	639,899
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits	$	474,003		$	489,350
Advances from Federal Home Loan Bank of New York		106,400			89,000
Other borrowed money		47			83
Advance payments by borrowers for taxes and insurance		3,688			3,337
Other liabilities		3,332			3,014
Total liabilities		587,470			584,784
Stockholders’ equity:
Preferred stock; authorized 3,000,000 shares; issued and outstanding-none		—			—
Common Stock; par value $.01; authorized 25,000,000 shares; 6,900,000 shares issued; 4,975,542 and 4,974,913 shares, respectively, outstanding		69			69
Paid-in capital in excess of par value		19,158			19,042
Retained earnings-substantially restricted		61,972			58,387
Accumulated other comprehensive income - Unrealized gain on securities available for sale		285			315
Treasury stock, at cost;
1,924,458 and 1,925,087 shares, respectively		(22,868	)		(22,698	)
Total stockholders’ equity		58,616			55,115
Total liabilities and stockholders’ equity	$	646,086		$	639,899

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

	Quarter Ended December 31,				Year Ended December 31,
	2005		2004		2005		2004
Interest income:
Loans	$	6,855	$	6,326	$	26,616	$	24,861
Mortgage-backed securities		2,008		2,467		8,667		10,091
Investments and other interest-earning assets		326		272		1,234		1,031
Total interest income		9,189		9,065		36,517		35,983
Interest expense:
Deposits		2,318		2,064		8,735		8,122
Advances and other borrowed money		1,080		841		3,695		3,270
Total interest expense		3,398		2,905		12,430		11,392
Net interest income		5,791		6,160		24,087		24,591
Provision for loan losses		5		52		110		82
Net interest income after provision for loan losses		5,786		6,108		23,977		24,509
Non-interest income:
Fees and service charges		317		324		1,284		1,295
Gain on sale of investment in real estate		—		170		—		170
Gain on sale of investments		100		—		100		—
Miscellaneous		221		283		1,157		1,134
Total non-interest income		638		777		2,541		2,599
Non-interest expenses:
Salaries and employee benefits		1,823		1,983		7,689		7,701
Net occupancy expense of premises		283		262		1,119		1,002
Equipment		377		403		1,312		1,341
Advertising		50		97		219		219
Federal Insurance Premium		16		18		67		73
Miscellaneous		750		842		3,137		3,456
Total non-interest expenses		3,299		3,605		13,543		13,792
Income before income taxes		3,125		3,280		12,975		13,316
Income taxes		1,174		1,339		5,011		5,372
Net income	$	1,951	$	1,941	$	7,964	$	7,944
Net income per common shares:
Basic	$	0.39	$	0.39	$	1.60	$	1.60
Diluted	$	0.39	$	0.39	$	1.60	$	1.59
Dividends per common share	$	0.22	$	0.21	$	0.88	$	0.84
Weighted average number of common shares and common stock equivalents outstanding:
Basic		4,975		4,975		4,975		4,975
Diluted		4,985		4,991		4,987		4,995

Contact:

CONTACT:

Robert A. Hughes, CPA

Investor Relations

201-339-4600