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): October 30, 2008 (October 29, 2008)

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 October 29, 2008, Pamrapo Bancorp, Inc. issued a press release announcing its earnings for the third quarter ended September 30, 2008. 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 October 29, 2008.

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: October 30, 2008
	By:	/s/    KENNETH D. WALTER
		Kenneth D. Walter
		Vice President, Treasurer and Chief Financial Officer

EX-99.1

Exhibit 99.1

Pamrapo Bancorp, Inc. Reports Third Quarter Results

BAYONNE, NJ—(MARKET WIRE)—Oct 29, 2008 — Pamrapo Bancorp, Inc. (PBCI - News) today reported net income for the third quarter and nine months ended September 30, 2008.

Net income for the third quarter of 2008 amounted to $611,000, or $0.12 cents per share, as compared with $1.145 million, or $0.23 cents per share in the third quarter of 2007.

Net income for the nine months ended September 30, 2008 amounted to $2.583 million, or $0.52 cents per share, as compared with $3.524 million, or $0.71 cents per share for the nine months ended September 30, 2008.

Pamrapo’s book value per share at September 30, 2008 was $11.62.

The Bank is subject to a range of bank regulatory compliance obligations. The Bank agreed to a cease and desist order (the “Order”) issued by the Office of Thrift Supervision on September 26, 2008 as a result of issues relating to the Bank’s compliance with certain laws and regulations, including the Bank Secrecy Act and Anti-Money Laundering (“BSA/AML”). The Bank has and continues to take considerable steps to remediate these issues and to strengthen the Bank’s overall compliance programs. The Order did not identify or relate any issues regarding the safety and soundness of the Bank.

Pamrapo Bancorp, Inc. is a holding company whose principal subsidiary, Pamrapo Savings Bank, S.L.A. (the “Bank”), operates eleven branch offices in Bayonne, Fort Lee, Hoboken, Jersey City and Monroe, New Jersey.

Forward-Looking Statements

This press release may include certain forward-looking statements based on current management expectations. The actual results of Pamrapo Bancorp, Inc. (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 Pamrapo Savings Bank, S.L.A., the Company’s wholly-owned subsidiary, 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. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

COMPARATIVE STATEMENTS OF FINANCIAL CONDITION

(In Thousands)

	September 30, 2008			December 31, 2007
ASSETS
Cash and amounts due from depository institutions	$	2,774		$	3,920
Interest-bearing deposits in other banks		4,680			62,976
Cash and Cash Equivalents		7,454			66,896
Securities available for sale		767			917
Investment securities held to maturity		11,360			10,377
Mortgage-backed securities held to maturity		122,089			123,907
Loans receivable		436,289			439,053
Foreclosed real estate		474			486
Premises and equipment		3,005			3,340
Federal Home Loan Bank of New York stock		4,724			4,996
Interest receivable		2,983			2,738
Other assets		4,195			4,718
Total Assets	$	593,340		$	657,428
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits	$	447,066		$	507,961
Advances from Federal Home Loan Bank of New York		79,800			84,000
Advance payments by borrowers for taxes and insurance		3,800			3,558
Other liabilities		4,835			3,270
Total Liabilities		535,501			598,789
Stockholders’ Equity:
Preferred stock; 3,000,000 shares authorized; none issued and outstanding		—			—
Common Stock; $0.01 par value; 25,000,000 shares authorized; 6,900,000 shares issued; 4,975,542 shares outstanding		69			69
Paid-in capital		19,340			19,340
Retained earnings		62,862			63,711
Accumulated other comprehensive (loss)		(1,253	)		(1,302	)
Treasury stock, at cost; 1,924,458 shares		(23,179	)		(23,179	)
Total Stockholders’ Equity		57,839			58,639
Total Liabilities and Stockholders’ Equity	$	593,340		$	657,428

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2008		2007		2008		2007
Interest income
Loans	$	6,904	$	7,213	$	20,722	$	21,675
Mortgage-backed securities		1,430		1,510		4,270		4,611
Investments		226		175		623		514
Other interest-earning assets		101		400		931		1,104
Total Interest Income		8,661		9,298		26,546		27,904
Interest expense
Deposits		2,635		3,507		8,993		10,197
Advances and other borrowed money		879		1,073		2,974		3,333
Total Interest Expense		3,514		4,580		11,967		13,530
Net Interest Income		5,147		4,718		14,579		14,374
Provision for Loan Losses		352		150		580		520
Net Interest Income after Provision for Loan Losses		4,795		4,568		13,999		13,854
Non-Interest Income
Fees and service charges		313		312		956		931
Commissions from sale of financial products		222		145		512		744
Other		105		48		265		138
Total Non-Interest Income		640		505		1,733		1,813
Non-Interest Expenses
Salaries and employee benefits		2,137		1,737		5,938		5,491
Net occupancy expense of premises		328		308		989		901
Equipment		336		298		988		950
Advertising		49		62		192		177
Loss on foreclosed real estate		2		—		30		—
Professional fees		922		212		1,537		549
Other		651		640		1,921		2,017
Total Non-Interest Expenses		4,425		3,257		11,595		10,085
Income before Income Taxes		1,010		1,816		4,137		5,582
Income Taxes		399		671		1,554		2,058
Net Income	$	611	$	1,145	$	2,583	$	3,524
Net Income per Common Share
Basic	$	0.12	$	0.23	$	0.52	$	0.71
Diluted	$	0.12	$	0.23	$	0.52	$	0.71
Weighted Average Number of Common Shares outstanding
Basic		4,975		4,975		4,975		4,975
Diluted		4,975		4,976		4,975		4,979
Dividends per Common Share	$	0.23	$	0.23	$	0.69	$	0.69

Contact:

CONTACT

Robert A. Hughes

CPA

Investor Relations

201-339-4600