10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 0-18014

PAMRAPO BANCORP, INC.

(Exact name of registrant as specified in its charter)

NEW JERSEY	22-2984813
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

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

Registrant’s telephone number, including area code 201-339-4600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer    ¨ Accelerated filer  x    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock, $.01 par value per share 4,975,542 shares outstanding as November 6, 2006

PAMRAPO BANCORP, INC.

AND SUBSIDIARIES

INDEX

		Page Number
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Financial Condition at September 30, 2006 and December 31, 2005 (Unaudited)	1
	Consolidated Statements of Income for the Three Months and Nine Months Ended September 30, 2006 and 2005 (Unaudited)	2
	Consolidated Statements of Comprehensive Income for the Three Months and Nine Months Ended September 30, 2006 and 2005 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2006 and 2005 (Unaudited)	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	16
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Submission of Matters to a Vote of Security Holders	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
SIGNATURES		19

PART—FINANCIAL INFORMATION

ITEM 1. Financial Statements

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

	September 30, 2006			December 31, 2005
ASSETS
Cash and amounts due from depository institutions	$	3,048,494		$	4,408,982
Interest-bearing deposits in other banks		5,152,096			4,161,099
Total cash and cash equivalents		8,200,590			8,570,081
Securities available for sale		1,176,784			3,320,974
Investment securities held to maturity; estimated fair value of $9,583,500 (2006) and $10,794,500 (2005)		9,197,952			10,286,578
Mortgage-backed securities held to maturity; estimated fair value of $142,210,000 (2006) and $163,123,000 (2005)		146,912,955			167,009,237
Loans receivable		458,445,434			438,250,023
Premises and equipment		3,840,317			3,855,907
Federal Home Loan Bank stock, at cost		6,054,100			5,954,200
Interest receivable		3,061,129			2,809,337
Other assets		6,411,354			6,030,134
Total assets	$	643,300,615		$	646,086,471
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits	$	466,512,529		$	474,003,280
Advances from Federal Home Loan Bank of New York		108,400,000			106,400,000
Other borrowed money		17,241			46,872
Advance payments by borrowers for taxes & insurance		3,691,224			3,688,029
Other liabilities		4,682,251			3,332,302
Total liabilities		583,303,245			587,470,483
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 shares outstanding		69,000			69,000
Paid-in capital in excess of par value		19,197,505			19,158,343
Retained earnings-substantially restricted		63,662,730			61,972,334
Accumulated other comprehensive income -unrealized (losses) gain on securities available for sale		(2,871	)		284,603
Treasury stock, at cost; 1,924,458 shares outstanding		(22,928,994	)		(22,868,292	)
Total stockholders’ equity		59,997,370			58,615,988
Total liabilities and stockholders’ equity	$	643,300,615		$	646,086,471

See notes to consolidated financial statements

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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2006		2005		2006		2005
Interest income:
Loans	$	7,410,737	$	6,755,192	$	21,559,097	$	19,760,405
Mortgage-backed securities		1,759,724		2,108,870		5,547,789		6,659,542
Investments		268,121		251,179		833,961		760,542
Other interest-earning assets		66,846		57,393		205,985		147,228
Total interest income		9,505,428		9,172,634		28,146,832		27,327,717
Interest expense:
Deposits		2,975,510		2,228,692		8,168,311		6,417,474
Advances and other borrowed money		1,194,294		944,224		3,424,059		2,614,424
Total interest expense		4,169,804		3,172,916		11,592,370		9,031,898
Net interest income		5,335,624		5,999,718		16,554,462		18,295,819
Provision for loan losses		—		5,000		—		105,000
Net interest income after provision for loan losses		5,335,624		5,994,718		16,554,462		18,190,819
Non-interest income
Fees and service charges		281,694		326,750		898,533		966,856
Gain on sale of investments		430,089		—		430,089		—
Miscellaneous		240,176		264,019		768,265		936,371
Total non-interest income		951,959		590,769		2,096,887		1,903,227
Non-interest expenses:
Salaries and employee benefits		1,829,864		1,775,364		5,728,442		5,866,131
Net occupancy expense of premises		301,787		282,967		909,992		835,131
Equipment		326,788		292,137		967,135		936,028
Advertising		112,230		64,555		234,559		169,182
Professional Fees		125,335		152,061		459,861		396,324
Miscellaneous		715,077		679,998		2,148,800		2,041,559
Total non-interest expenses		3,411,081		3,247,082		10,448,789		10,244,355
Income before income taxes		2,876,502		3,338,405		8,202,560		9,849,691
Income taxes		1,084,436		1,274,852		3,079,040		3,837,387
Net income	$	1,792,066	$	2,063,553	$	5,123,520	$	6,012,304
Net income per common share:
Basic	$	0.36	$	0.41	$	1.03	$	1.21
Diluted	$	0.36	$	0.41	$	1.03	$	1.21
Cash dividends per common share	$	0.23	$	0.22	$	0.69	$	0.66
Weighted average number of common shares and common stock equivalents outstanding:
Basic		4,975,542		4,975,542		4,975,542		4,975,445
Diluted		4,978,792		4,985,600		4,979,832		4,987,924

See notes to consolidated financial statements

2

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
Net income	$	1,792,066		$	2,063,553		$	5,123,520		$	6,012,304
Other comprehensive income (loss), net of income tax benefit (expense):
Gross unrealized holding gain (loss) on securities available for sale		(27,533	)		11,012			(55,985	)		(42,971	)
Income tax benefit (expense)		11,251			(4,500	)		22,851			12,800
Net unrealized holding gain (loss)		(16,282	)		6,512			(33,134	)		(30,171	)
Less reclassification adjustment for gains included in income net of income tax of ($175,749)		(254,340	)		—			(254,340	)		—
Other comprehensive income (loss)		(270,622	)		6,512			(287,474	)		(30,117	)
Comprehensive income	$	1,521,444		$	2,070,065		$	4,836,046		$	5,982,187

See notes to consolidated financial statements

3

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2006			2005
Cash flow from operating activities:
Net income	$	5,123,520		$	6,012,304
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation of premises and equipment		422,574			419,072
Amortization of premiums and discounts, net		126,499			124,523
Amortization of deferred fees, net		55,619			181,046
Provision for loan losses		—			105,000
(Increase) in interest receivable		(251,792	)		(230,723	)
(Increase) in other assets		(182,620	)		(1,173,274	)
Increase in other liabilities		1,349,949			1,365,547
Gain on sale of securities available for sale		(430,089	)		—
Award of treasury stock		—			15,159
Net cash provided by operating activities		6,213,660			6,818,654
Cash flow from investing activities:
Principal repayments on securities available for sale		90,466			223,373
Purchases of securities available for sale		(27,483	)		(37,105	)
Proceeds from sale of securities available for sale		2,025,222			—
Proceeds from maturity of investment securities held to maturity		1,000,000			—
Principal repayments on mortgage-backed securities held to maturity		20,058,409			30,058,554
Purchases of mortgage-backed securities held to maturity		—			(4,927,870	)
Net change in loans receivable		(20,251,030	)		(36,532,066	)
Additions to premises and equipment		(406,984	)		(325,223	)
Purchase of Federal Home Loan Bank of New York Stock		(99,900	)		(398,100	)
Net cash provided by (used in) investing activities		2,388,700			(11,938,437	)
Cash flow from financing activities:
Net (decrease) in deposits		(7,490,751	)		(12,391,015	)
Net (decrease) increase in advances from Federal Home Loan Bank of
New York		(10,000,000	)		22,000,000
Net increase in Federal Home Loan Bank overnight borrowing		12,000,000			—
Net (decrease) in other borrowed money		(29,631	)		(27,360	)
Net increase in payments by borrowers for taxes and insurance		3,195			221,047
Cash dividends paid		(3,433,124	)		(3,283,858	)
Purchase of treasury stock		(132,000	)		(154,362	)
Sale of treasury stock		110,460			120,935
Net cash (used in) provided by financing activities		(8,971,851	)		6,485,387
Net (decrease) increase in cash and cash equivalents		(369,491	)		1,365,304
Cash and cash equivalents - beginning		8,570,081			14,598,711
Cash and cash equivalents - ending	$	8,200,590		$	15,964,315
Supplemental information:
Cash paid during the period for:
Interest on deposits and borrowings	$	11,640,643		$	8,987,155
Income taxes	$	2,715,899		$	4,151,083

See notes to consolidated financial statements

4

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Pamrapo Bancorp, Inc. (the “Company”) and its wholly owned subsidiaries, Pamrapo Savings Bank, SLA (the “Bank”), Pamrapo Service Corporation, Inc. and Pamrapo Investment Company, Inc. The Company’s business is conducted principally through the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation.

2. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions for Form 10-Q and Regulation S-X. Accordingly, they do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, and cash flows. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial statements have been included. The results of operations for the three and nine months ended September 30, 2006, are not necessarily indicative of the results which may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2005 Annual Report to Shareholders and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

3. NET INCOME PER COMMON SHARE

Basic net income per common share is based on the weighted average number of common shares actually outstanding. Diluted net income per share is calculated by adjusting the weighted average number of shares of common stock outstanding to include the effect of contracts or securities exercisable or convertible into common stock, if dilutive, using the treasury stock method.

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4. RETIREMENT PLANS - COMPONENTS OF NET PERIODIC PENSION COST

	Pension Plan												Supplemental Executive Retirement Plan
	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,				Nine Months Ended September 30,
	2006			2005			2006			2005			2006		2005		2006		2005
	(In Thousands)						(In Thousands)						(In Thousands)				(In Thousands)
Service cost	$	64		$	60		$	192		$	180		$	—	$	—	$	—	$	—
Interest cost		108			106			324			318			33		40		99		120
Expected return on plan assets		(137	)		(131	)		(411	)		(393	)		—		—		—		—
Amortization of unrecognized net loss		54			41			162			123			—		7		—		21
Unrecognized past service liability		4			4			12			12			23		24		69		72
Net periodic benefit expense	$	93		$	80		$	279		$	240		$	56	$	71	$	168	$	213

5. STOCK BASED COMPENSATION PLAN

Stock options are granted under a stockholder approved stock option plan. Options are vested immediately or over a nominal vesting period and may be exercised up to ten years from the date of the grant or within one year after retirement. All options are exercisable in the event the optionee terminated his or her employment, or due to death or disability.

The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment,” using the modified-prospective transition method, beginning January 1, 2006, and therefore, is required to expense the fair value of all outstanding options over their remaining vesting periods to the extent the options were not fully vested as of the date of adoption and institute a procedure to expense the fair value of all options granted subsequent to December 31, 2005 over their requisite vesting periods. Since all outstanding options were fully vested at December 31, 2005 and no options have been granted during 2006, no expenses were recorded for stock-based compensation during the nine months ended September 30, 2006.

SFAS No. 123R also requires that the benefits of realized tax deductions in excess of previously recognized tax benefits on compensation expense be reported as financing cash flow rather than operating cash flow, as previously required. No such tax benefit was recognized during the nine months ended September 30, 2006.

6

A summary of the Company’s stock option activity and the related information for its option plan for the nine months ended September 30, 2006 is as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Balance at December 31, 2005	101,000		$	23.24
Granted	—			—
Exercised	(6,000	)		18.41
Forfeited or cancelled	(6,000	)		29.25
Outstanding at September 30, 2006	89,000		$	23.16	7.3 Years	$	46,000
Exercisable at September 30, 2006	89,000		$	23.16	7.3 Years	$	46,000

6. RECENT ACCOUNTING PRONOUNCEMENTS

FAS 155

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments.” SFAS No. 155 amends FASB Statement No. 133 and FASB Statement No. 140, and improves the financial reporting of certain hybrid financial instruments by requiring more consistent accounting that eliminates exemptions and provides a means to simplify the accounting for these instruments. Specifically, SFAS No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole instrument on a fair value basis. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company is required to adopt the provisions of SFAS No. 155, as applicable, beginning in fiscal year 2007. Management does not believe the adoption of SFAS No. 155 will have a material impact on the Company’s financial position and results of operations.

FAS 156

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets – An Amendment of FASB Statement No. 140.” SFAS No. 156 requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. The statement permits, but does not require the subsequent measurement of servicing assets and servicing liabilities at fair value. SFAS No. 156 is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006, which for the Company will be as of the beginning of fiscal 2007. The Company does not believe that the adoption of SFAS No. 156 will have a significant effect on its consolidated financial statements.

FAS 157

In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value

7

measurements. FASB Statement No. 157 applies to other accounting pronouncements that require or permit fair value measurements. The new guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim periods within those fiscal years. We are currently evaluating the potential impact, if any, of the adoption of FASB Statement No. 157 on our consolidated financial position, results of operations and cash flows.

FAS 158

On September 29, 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS 158”), which amends SFAS No. 87 and SFAS No. 106 to require recognition of the overfunded or underfunded status of pension and other postretirement benefit plans on the balance sheet. Under SFAF No. 158, gains and losses, prior service costs and credits, and any remaining transition amounts under SFAS No. 87 and SFAS no. 106 that have not yet been recognized through net periodic benefit cost will be recognized in accumulated other comprehensive income, net of tax effects, until they are amortized as a component of net periodic cost. The measurement date, the date at which the benefit obligation and plan assets are measured, is required to be the company’s fiscal year end. SFAS 158 is effective for publicly-held companies for fiscal years ending after December 15, 2006, except for the measurement date provisions, which are effective for fiscal year ending after December 15, 2008. The Company is currently analyzing the effects of SFAS 158 but does not expect its implementation will have a significant impact on the Company’s financial conditions or results of operations

FIN 48

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes.” The interpretation clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” Specifically, the pronouncement prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on related de-recognition, classification, interest and penalties, accounting for interim periods, disclosure and transition of uncertain tax positions. The interpretation is effective for fiscal years beginning after December 15, 2006. Management does not believe that the adoption of this standard will have a material impact on the Company’s financial position and results of operations.

SAB 108

On September 13, 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulleting No. 108 (“SAB 108”). SAB 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a potential current year misstatement. Prior to SAB 108, companies might evaluate the materiality of financial-statement misstatements using either the income statement or balance approach, with the income statement approach focusing on new misstatements added in the current year, and the balance sheet approach focusing on the cumulative amount of misstatement present in a company’s balance sheet. Misstatements that would be material under one approach could be viewed as immaterial under another approach, and not be corrected. SAB 108 now requires that companies view financial statement misstatements as material if they are material according to either the income statement or balance sheet approach. The Company has analyzed SAB 108 and determined that upon adoption it will have no impact on the reported results of operations or financial conditions.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Form 10-Q may include certain forward-looking statements based on current management expectations. The actual results of the Company could differ materially from those management expectations. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of loan and investment portfolios of the Bank, changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and prices.

Critical Accounting Policies

We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. Material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Management reviews the level of the allowance on a quarterly basis, at a minimum, and establishes the provision for loan losses based on the composition of the loan portfolio, delinquency levels, loss experience, economic conditions, and other factors related to the collectibility of the loan portfolio. Since there has been no material shift in the loan portfolio, the level of the allowance for loan losses has changed primarily due to changes in the size of the loan portfolio and the level of nonperforming loans. We have allocated the allowance among categories of loan types as well as classification status at each period-end date. Assumptions and allocation percentages based on loan types and classification status have been consistently applied. Management regularly evaluates various risk factors related to the loan portfolio, such as type of loan, underlying collateral and payment status, and the corresponding allowance allocation percentages.

Although we believe that we use the best information available to establish the allowance for loan losses, future additions to the allowance may be necessary based on estimates that are susceptible to change as a result of changes in economic conditions and other factors. In addition, the regulatory authorities, as an integral part of their examinations process, periodically review our allowance for loan losses. Such agencies may require us to recognize adjustments to the allowance based on their judgment about information available to them at the time of their examinations.

Changes in Financial Condition

The Company’s assets at September 30, 2006 totaled $643.3 million, which represents a decrease of $2.8 million as compared with $ 646.1 million at December 31, 2005.

Securities available for sale at September 30, 2006 decreased $2.1 million or 63.64% to $1.2 million when compared with $3.3 million at December 31, 2005. The decrease during the nine months ended September 30, 2006 resulted primarily from sales of securities available for sale with a carrying value of $2.0 million. Gains of $473,914 and losses of $43,825 were realized.

Investment securities held to maturity at September 30, 2006 totaled $9.2 million as compared with $10.3 million at December 31, 2005. Mortgage-backed securities held to maturity at September 30, 2006 decreased $20.1 million or 12.04% to $146.9 million when compared with $167.0 million at December 31, 2005. During the nine months ended September 30, 2006, there were no purchases of mortgage-backed securities and repayments totaled $20.1 million.

Loans receivable amounted to $458.4 million at September 30, 2006, as compared with $438.3 million at December 31, 2005, which represents an increase of $20.1million or 4.59%. The increase during the nine months ended September 30, 2006 resulted primarily from loan originations exceeding principal repayments.

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Deposits at September 30, 2006 totaled $466.5 million as compared with $474.0 million at December 31, 2005, representing a decrease of $7.5million or 1.58%.

Advances from the Federal Home Loan Bank of New York (“FHLB”) amounted to $108.4 million at September 30, 2006 as compared with $106.4 million at December 31, 2005.

Stockholders’ equity totaled $60.0 million and $58.6 million at September 30, 2006 and December 31, 2005, respectively. The increase of $1.4 million for the nine months ended September 30, 2006 resulted primarily from the comprehensive income of $4.8 million, partially offset by cash dividends paid of $3.4 million.

Comparison of Operating Results for the Three Months Ended September 30, 2006 and 2005

Net income for the three months ended September 30, 2006 totaled $1.8 million as compared with $2.1 million for the three months ended September 30, 2005. The decrease in net income during the 2006 period resulted from increases in total interest expense and total non-interest expenses which more than offset increases in total interest income and total non-interest income and decreases in income taxes and provision for loan losses.

Interest income on loans increased by $656,000 or 9.71% to $7.4 million during the three months ended September 30, 2006, when compared with $6.8 million for the same 2005 period. The increase during the 2006 period resulted from an increase of $30.2 million or 7.09% in the average balance of loans outstanding, along with an increase of fifteen basis points in the yield earned on loans. Interest on mortgage-backed securities decreased $349,000 or 16.55% to $1.8 million during the three months ended September 30, 2006, when compared with $2.1 million for the same 2005 period. The decrease during the 2006 period resulted from a decrease of $27.2 million or 15.27% in the average balance of mortgage-backed securities outstanding, along with a seven basis point decrease in the yield earned on the mortgage-backed securities. Interest earned on investments increased $17,000 or 6.77% to $268,000 during the three months ended September 30, 2006, when compared to $251,000 during the same 2005 period primarily due to an increase of fifty-nine basis points in the yield on the portfolio, sufficient to offset a decrease of $474,000 or 2.82% in the average balance of such assets outstanding. Interest earned on other interest-earning assets increased by $10,000 or 17.54% to $67,000 during the three months ended September 30, 2006, when compared to $57,000 during the same 2005 period primarily due to an increase of eighty-four basis points in the yield on the portfolio, sufficient to offset a decrease of $457,000 or 6.53% in the average balance of such assets outstanding.

Interest expense on deposits increased $747,000 or 33.51% to $3.0 million during the three months ended September 30, 2006, when compared to $2.2 million during the same 2005 period. Such increase was primarily attributable to an increase of seventy-four basis points in the cost of interest-bearing deposits, which was sufficient to offset a decrease of $11.0 million or 2.46% in the average balance of interest-bearing deposits. Interest expense on advances and other borrowed money increased by $250,000 or 26.48% to $1.2 million during the three months ended September 30, 2006, when compared with $944,000 during the same 2005 period, primarily due to a sixty-three basis point increase in the cost of advances and other borrowed money, as well as an increase of $8.8 million or 9.36% in the average balance of advances and other borrowed money outstanding.

Net interest income decreased $664,000 or 11.07% during the three months ended September 30, 2006 when compared with the same 2005 period. Such decrease was due to an increase in total interest expense of $997,000, sufficient to offset an increase in total interest income of $333,000. The Bank’s net interest rate spread was 2.94% in 2006 and 3.49% in 2005. An increase of twenty basis points in the yield on interest-earning assets was more than offset by a seventy-five basis point increase in the cost of interest-bearing liabilities.

During the three months ended September 30, 2006 and 2005, the Bank provided $0 and $5,000, respectively, as a provision for loan losses. The allowance for loan losses is based on management’s evaluation of the risk inherent in its loan portfolio and gives due consideration to the changes in general market conditions and in the nature and volume of the Bank’s loan activity. The Bank intends to continue to provide for loan losses based on its periodic review of the loan portfolio and general market conditions. At September 30, 2006 and 2005, the Bank’s

10

non-performing loans, which were delinquent ninety days or more, totaled $1.8 million or 0.28% of total assets and $1.8 million or 0.28% of total assets, respectively. At September 30, 2006, $910,000 of non-performing loans was accruing interest and $866,000 was on nonaccrual status. The non-performing loans primarily consist of residential mortgage loans. During the three months ended September 30, 2006 and 2005, the Bank charged off loans aggregating $9,000 and $3,000, respectively. Recoveries totaled $0 and $127,000, respectively. The allowance for loan losses amounted to $2.7 million at September 30, 2006, representing 0.58% of total loans and 150.2% of loans delinquent ninety days or more, and $2.8 million at September 30, 2005, representing 0.65% of total loans and 155.6% of loans delinquent ninety days or more.

Non-interest income increased $361,000 or 61.08% to $952,000 during the three months ended September 30, 2006, from $591,000 during the same 2005 period, which resulted from a gain on sale of investments of $430,000 sufficient to offset decreases in miscellaneous income of $24,000 and fees and service charges of $45,000.

Non-interest expenses increased $164,000 or 5.05% to $3.4 million during the three months ended September 30, 2006, when compared with $3.2 million during the same 2005 period. Salaries and employee benefits, net occupancy expenses of premises, equipment, advertising and miscellaneous expenses increased $55,000, $19,000, $35,000, $47,000 and $35,000, respectively, which was sufficient to offset a decrease in professional fees of $27,000, during the 2006 period when compared with the same 2005 period.

Income taxes totaled $1.1million and $1.3 million during the three months ended, respectively, September 30, 2006 and 2005. The decrease is due to the decrease in income before income tax and the commencement of operations of Pamrapo Investment Company, Inc. (the “Investment Company”) effective April 1, 2005. The Investment Company is subject to the investment company provisions of the New Jersey Corporation Business Tax Act and pays a 3.6% tax rate as compared to the 9% that the Company and the Bank are subject.

Comparison of Operating Results for the Nine Months Ended September 30, 2006 and 2005

Net income decreased $889,000 or 14.78% to $5.1million for the nine months ended September 30, 2006, compared with $6.0 million for the same 2005 period. The decrease in net income during the 2006 period resulted from increases in total interest expenses and total non-interest expenses, which were sufficient to offset increases in total interest income, total non-interest income and decreases in the provision for loan losses and income taxes.

Interest income on loans increased by $1.8 million or 9.09% to $21.6 million during the nine months ended September 30, 2006, when compared with $19.8 million for the same 2005 period. The increase during the 2006 period resulted from an increase of $34.2 million or 8.29% in the average balance of loans outstanding, along with an increase of five basis points in the yield earned on loans. Interest on mortgage-backed securities decreased $1.1 million or 16.42% to $5.6 million during the nine months ended September 30, 2006, when compared with $6.7 million for the same 2005 period. The decrease during the 2006 period resulted from a decrease of $31.0 million or 16.45% in the average balance of mortgage-backed securities outstanding, along with a one basis point decrease in the yield earned on the mortgage-backed securities. Interest earned on investments increased $73,000 or 9.59% to $834,000 during the nine months ended September 30, 2006, when compared to $761,000 during the same 2005 period primarily due to an increase of twenty-five basis points in the yield on the portfolio along with an increase of $873,000 or 5.17% in the average balance of such assets outstanding. Interest earned on other interest-earning assets increased by $59,000 or 40.14% to $206,000 during the nine months ended September 30, 2006, when compared to $147,000 during the same 2005 period primarily due to an increase of one hundred thirty basis points in the yield on the portfolio, sufficient to offset a decrease of $813,000 or 9.74% in the average balance of such assets outstanding.

Interest expense on deposits increased $1.8 million or 28.12% to $8.2 million during the nine months ended September 30, 2006, when compared to $6.4 million during the same 2005 period. Such increase was primarily attributable to an increase of fifty-nine basis points in the cost of interest-bearing deposits, which was sufficient to offset a decrease of $13.1 million or 2.92% in the average balance of interest-bearing deposits. Interest expense

11

on advances and other borrowed money increased by $810,000 or 30.99% to $3.4 million during the nine months ended September 30, 2006, when compared with $2.6 million during the same 2005 period, primarily due to a fifty-seven basis point increase in the cost of advances and other borrowed money along with an increase of $13.0 million or 14.16% in the average balance of advances and other borrowed money outstanding.

Net interest income decreased $1.7 million or 9.3% during the nine months ended September 30, 2006 when compared with the same 2005 period. Such decrease was due to an increase in total interest expense of $2.6 million, sufficient to offset an increase in total interest income of $819,000. The Bank’s net interest rate spread was 3.10% in 2006 and 3.58% in 2005. An increase of fifteen basis points in the yield on interest-earning assets was more than offset by a sixty-three basis point increase in the cost of interest-bearing liabilities.

During the nine months ended September 30, 2006 and 2005, the Bank provided $0 and $105,000, respectively, as a provision for loan losses. The allowance for loan losses is based on management’s evaluation of the risk inherent in its loan portfolio and gives due consideration to the changes in general market conditions and in the nature and volume of the Bank’s loan activity. The Bank intends to continue to provide for loan losses based on its periodic review of the loan portfolio and general market conditions. During the nine months ended September 30, 2006 and 2005, the Bank charged off loans aggregating $96,000 and $13,000, respectively. Recoveries totaled $9,000 and $171,000, respectively.

Non-interest income increased $194,000 or 10.19% to $2.1 million during the nine months ended September 30, 2006, from $1.9 million during the same 2005 period, which resulted from a gain on the sale of investments of $430,000 sufficient to offset decreases in miscellaneous income of $168,000 and fees and service charges of $68,000.

Non-interest expenses increased by $204,000 or 2.00% and equaled $10.4 million during the nine months ended September 30, 2006, when compared with $10.2 million during the same 2005 period. Net occupancy expense of premises, equipment, advertising, professional fees and miscellaneous expenses increased $75,000, $31,000, $65,000, $64,000 and $107,000, respectively, which was sufficient to offset a decrease in salaries and employee benefits of $138,000, during the 2006 period when compared with the same 2005 period.

Income taxes totaled $3.1million and $3.8 million during the nine months ended September 30, 2006 and 2005, respectively. The decrease is due to the decrease in income before income tax and the commencement of operations of the Investment Company effective April 1, 2005. The Investment Company is subject to the investment company provisions of the New Jersey Corporation Business Tax Act and pays a 3.6% tax rate as compared to the 9% that the Company and the Bank are subject.

Liquidity and Capital Resources

The Bank is required by Office of Thrift Supervision (the “OTS”) regulations to maintain sufficient liquidity to ensure the Bank’s safe and sound operation. The Bank’s liquidity averaged 1.59% during the month of September 2006. The Bank adjusts its liquidity levels in order to meet funding needs for deposit outflows, payment of real estate taxes from escrow accounts on mortgage loans, repayment of borrowings, when applicable, and loan funding commitments. The Bank also adjusts its liquidity levels as appropriate to meet its asset/liability objectives.

The Bank’s primary sources of funds are deposits, amortization and prepayments of loans and mortgage-backed securities, FHLB advances, maturities of investment securities and funds provided from operations. While scheduled loan and mortgage-backed securities amortization and maturing investment securities are a relatively predictable source of funds, deposit flow and loan and mortgage-backed securities prepayments are greatly influenced by market interest rates, economic conditions and competition.

The Bank’s liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities.

12

Cash was generated by operating activities during the nine months ended September 30, 2006 and 2005. The primary source of cash was net income. Cash dividends paid during the nine months ended September 30, 2006 and 2005, amounted to $3.4 million and $3.3 million, respectively.

The primary sources of investing activities are lending and the purchase of mortgage-backed securities. Loans receivable amounted to $458.4 million and $438.3 million at September 30, 2006 and December 31, 2005, respectively. Securities available for sale totaled $1.2 million and $3.3 million at September 30, 2006 and December 31, 2005, respectively. Mortgage-backed securities held to maturity totaled $146.9 million and $167.0 million at September 30, 2006, and December 31, 2005, respectively. In addition to funding new loan production and mortgage-backed securities purchases through operating and financing activities, such activities were funded by principal repayments on existing loans and mortgage-backed securities.

Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments, such as federal funds and interest-bearing deposits. If the Bank requires funds beyond its ability to generate them internally, borrowing agreements exist with the FHLB which provide an additional source of funds. At September 30, 2006, advances from the FHLB amounted to $108.4 million. An unused overnight line of credit of $38.4 million is available for additional borrowing.

The Bank anticipates that it will have sufficient funds available to meet its current loan commitments. At September 30, 2006, the Bank had outstanding commitments to originate loans of $12.3 million. Certificates of deposit scheduled to mature in one year or less at September 30, 2006, totaled $203.3 million. Management believes that, based upon its experience and the Bank’s deposit flow history, a significant portion of such deposits will remain with the Bank.

Under OTS regulations, three separate measurements of capital adequacy (the “Capital Rule”) are required. The Capital Rule requires each savings institution to maintain tangible capital equal to at least 1.5% and core capital equal to at least 4.0% of its adjusted total assets. The Capital Rule further requires each savings institution to maintain total capital equal to at least 8.0% of its risk-weighted assets.

The following table sets forth the Bank’s capital position at September 30, 2006, as compared to the minimum regulatory capital requirements (dollars in thousands):

	Actual				Minimum Capital Requirements				To Be Well Capitalized Under Prompt Corrective Actions Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total Capital (to risk-weighted assets)	$	60,801	16.36	%	$	29,735	8.00	%	$	37,169	10.00	%
Tier 1 Capital (to risk-weighted assets)		58,163	15.65	%		—	—	%		22,301	6.00	%
Core (Tier 1) Capital (to adjusted total assets)		58,163	8.99	%		25,867	4.00	%		32,334	5.00	%
Tangible Capital (to adjusted total assets)		58,163	8.99	%		9,700	1.50	%		—	—	%

13

Contractual Obligations and Off-Balance Sheet Arrangements

The following table sets forth the Bank’s contractual obligations and commercial commitments at September 30, 2006:

			Payment Due By Period
Contractual Obligations	Total		One Year or Less		More Than One Year Through Three Years		More Than Three Years Through Five Years		More Than Five Years
	(In Thousands)
FHLB-NY advances	$	108,400	$	36,400	$	18,000	$	51,000	$	3,000
Other borrowings		17		17		—		—		—
Certificates of deposit		225,209		203,298		17,646		3,729		536
Lease obligations		2,496		421		577		499		999
Total	$	336,122	$	240,136	$	36,223	$	55,228	$	4,535

In the normal course of business, the Bank enters into off-balance sheet arrangements consisting of commitments to fund mortgage loans and lines of credit secured by real estate. The following table presents these off-balance sheet arrangements at September 30, 2006.

			Commitment Expiration By Period
Off-Balance Sheet Arrangements	Total		One Year or Less		More Than One Year Through Three Years		More Than Three Years Through Five Years		More Than Five Years
	(In Thousands)
To originate loans	$	12,302	$	12,302	$	—	$	—	$	—
Unused lines of credit		9,516		9,516		—		—		—
Total	$	21,818	$	21,818	$	—	$	—	$	—

14

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Management of Interest Rate Risk. The ability to maximize net interest income is largely dependent upon the achievement of a positive interest rate spread that can be sustained during fluctuations in prevailing interest rates. Interest rate sensitivity is a measure of the difference between amounts of interest-earning assets and interest-bearing liabilities that either reprice or mature within a given period of time. The difference, or the interest rate repricing “gap”, provides an indication of the extent to which an institution’s interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest-rate sensitive assets exceeds the amount of interest-rate sensitive liabilities, and is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest-rate sensitive assets. Generally, during a period of rising interest rates, a negative gap within shorter maturities would adversely affect net interest income, while a positive gap within shorter maturities would result in an increase in net interest income, and during a period of falling interest rates, a negative gap within shorter maturities would result in an increase in net interest income while a positive gap within shorter maturities would result in a decrease in net interest income.

Because the Bank’s interest-bearing liabilities that mature or reprice within short periods exceed its interest-earning assets with similar characteristics, material and prolonged increases in interest rates generally would adversely affect net interest income, while material and prolonged decreases in interest rates generally would have a positive effect on net interest income.

The Bank’s current investment strategy is to maintain an overall securities portfolio that provides a source of liquidity and that contributes to the Bank’s overall profitability and asset mix within given quality and maturity considerations established and maintained by the Bank’s Investment and Interest Rate Risk Committees. Securities classified as available for sale provide management with the flexibility to make adjustments to the portfolio given changes in the economic or interest rate environment, to fulfill unanticipated liquidity needs, or to take advantage of alternative investment opportunities.

Net Portfolio Value. The Bank’s interest rate sensitivity is monitored by management through the use of the OTS model that estimates the change in the Bank’s net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the present value of expected cash flows from assets, liabilities, and off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario. The OTS produces its analysis based upon data submitted on the Bank’s quarterly Thrift Financial Reports. The following table sets forth the Bank’s NPV as of June 30, 2006, the most recent date the Bank’s NPV was calculated by the OTS.

Change in Interest Rates In Basis Points (Rate Shock)	Net Portfolio Value							NPV as Percent of Portfolio Value of Assets
	Amount		Dollar Change			Percent Change		NPV Ratio		Change In Basis Points
	(Dollars in Thousands)
+300	$	24,102	$	(55,746	)	(70	)%	3.99	%	(799	)
+200		41,994		(37,854	)	(47	)%	6.73	%	(525	)
+100		61,008		(18,840	)	(24	)%	9.46	%	(252	)
0		79,848		—		—		11.98	%	—
- 100		97,610		17,762		22	%	14.21	%	222
- 200		108,660		28,811		36	%	15.49	%	351

15

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV require the making of certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the NPV model presented assumes that the composition of the Bank’s interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the NPV measurements and net interest income models provide an indication of the Bank’s interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on the Bank’s net interest income and will differ from actual results.

ITEM 4 . Controls and Procedures

As of the end of the period covered by this report, based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), each of the Chief Executive Officer and the Chief Financial Officer of the Company has concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act reports is recorded, processed, summarized and reported within the applicable time periods specified by the SEC’s rules and forms.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

16

PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings

Neither the Company nor the Bank is involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which involve amounts in the aggregate believed by management to be immaterial to the financial condition of the Company and the Bank.

ITEM 1A. Risk Factors

There have not been any material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

ITEM 5. Other Information

None.

17

ITEM 6. Exhibits

The following Exhibits are filed as part of this report.

3.1.1	Certificate of Incorporation of Pamrapo Bancorp, Inc.1
3.1.2	Certificate of Amendment to Certificate of Incorporation of Pamrapo Bancorp, Inc.2
3.2	Bylaws of Pamrapo Bancorp, Inc.1
4	Stock Certificate of Pamrapo Bancorp, Inc.3
10.1	Employment Agreement between Pamrapo Savings Bank, S.L.A. and William J. Campbell.3*
10.2	Employment Agreement between Pamrapo Bancorp, Inc. and William J. Campbell.3*
10.3	Special Termination Agreement (Russo). 3*
10.4	Change in Control Agreement by and between Pamrapo Bancorp, Inc. and Kenneth D. Walter. 4*
10.5	Outside Director Consultation and Retirement Plan. 5
10.6	Pamrapo Bancorp, Inc. 2003 Stock-Based Incentive Plan.6
11	Computation of earnings per share (filed herewith).
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

¹ Incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed on March 30, 2001.

² Incorporated herein by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed on November 12, 2003.

³ Incorporated herein by reference to the Registration Statement on Form S-1 (Registration No. 33-30370), as amended, filed on August 8, 1989.

⁴ Incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed on March 27, 2002.

⁵ Incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed on March 16, 2006.

⁶ Incorporated herein by reference to the 2003 Annual Meeting Proxy Statement, filed on March 31, 2003.

* Management contract or compensatory plan or arrangement.

18

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, thereunto duly authorized.

	PAMRAPO BANCORP, INC.
Date: November 7, 2006	By:	/s/ WILLIAM J. CAMPBELL
		William J. Campbell
		President and Chief Executive Officer
Date: November 7, 2006	By:	/s/ KENNETH D. WALTER
		Kenneth D. Walter
		Vice President and Chief Financial Officer

19

EX-11

Exhibit 11

	Three Months Ended September 30, 2006		Nine Months Ended September 30, 2006
Income available to common stockholders	$	1,792,066	$	5,123,520
Weighted average shares outstanding		4,975,542		4,975,542
Basic earnings per share	$	0.36	$	1.03
Income for diluted earnings per share	$	1,792,066	$	5,123,520
Total weighted average common shares and equivalents outstanding for diluted computation		4,978,792		4,979,832
Diluted earnings per share	$	0.36	$	1.03

EX-31.1

Exhibit 31.1

CERTIFICATION

I, William J. Campbell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Pamrapo Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2006

/s/ WILLIAM J. CAMPBELL

William J. Campbell

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Kenneth D. Walter, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Pamrapo Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2006

/s/ KENNETH D. WALTER

Kenneth D. Walter

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pamrapo Bancorp, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Campbell, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ WILLIAM J. CAMPBELL

William J. Campbell

Chief Executive Officer

November 7, 2006

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pamrapo Bancorp, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kenneth D. Walter, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ KENNETH D. WALTER

Kenneth D. Walter

Chief Financial Officer

November 7, 2006