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): March 31, 2010

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 8.01 Other Events.

On March 31, 2010, Pamrapo Bancorp, Inc. (the “Company”), the parent company of Pamrapo Savings Bank, S.L.A. and BCB Bancorp, Inc. (“BCB”), the parent company of BCB Community Bank, agreed to revise the structure of their proposed merger pursuant to Section 9.2 of the Agreement and Plan of Merger, dated as of June 29, 2009, as amended (the “Merger Agreement”), pursuant to which the Company will merge with and into BCB (the “Merger”). It is the intent of the parties that the Merger will be completed as contemplated in the Merger Agreement except that (i) the directors as set forth in Exhibit 1.4 of the Merger Agreement of the surviving corporation and surviving institution shall be revised so as to consist of Robert Ballance, Judith Q. Bielan, Joseph Brogan, James Collins, Mark D. Hogan, Joseph Lyga, Donald Mindiak, Alexander Pasiechnik, Joseph Tagliareni, Robert Hughes and Kenneth Walter and (ii) directors Conaghan and Brockman will waive their rights to a Consulting Agreement or advisory board position with the surviving corporation and surviving institution pursuant to Section 6.11(j) of the Merger Agreement.

In addition, each of the Company and BCB will waive its right to consider the above referenced changes from constituting a “burdensome condition” as defined in the Merger Agreement. All other terms of the Merger Agreement remain unchanged.

The preceding disclosure is qualified in its entirety by reference to the letter between the Company and BCB, dated March 31, 2010, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This Form 8-K contains certain forward-looking statements. These statements speak only as of the date they are made. The company undertakes no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger, difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating Pamrapo and BCB, increased competitive pressures, the outcome of the stockholder litigation, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Pamrapo is engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in documents that Pamrapo files with the Securities and Exchange Commission (the “SEC”).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Letter between BCB Bancorp, Inc. and Pamrapo Bancorp, Inc., dated as of March 31, 2010.

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 6, 2010
	By:	/s/ KENNETH D. WALTER
		Kenneth D. Walter
		Vice President, Treasurer and Chief Financial Officer, and Interim President and Chief Executive Officer

EX-99.1

Exhibit 99.1

BCB LETTERHEAD

March 31, 2010

Daniel J. Massarelli

Chairman of the Board

Pamrapo Bancorp, Inc.

611 Avenue C

Bayonne, New Jersey 07002

Re: Agreement and Plan of Merger by and between BCB Bancorp, Inc. and Pamrapo Bancorp, Inc. as amended

Dear Mr. Massarelli:

Pursuant to discussions between BCB Bancorp, Inc. and Pamrapo Bancorp, Inc. and discussions between BCB Bancorp, Inc. and its primary federal and state regulator, BCB Bancorp, Inc.’s intends to complete the merger pursuant to an “Alternative Structure” as permitted by Section 9.2 of the above referenced merger agreement. Under the Alternative Structure, the merger will be completed as contemplated in the merger agreement except that (i) the directors as set forth in Exhibit 1.4 of the merger agreement of the Surviving Corporation and Surviving Institution shall be revised so as to consist of Robert Ballance, Judith Q. Bielan, Joseph Brogan, James Collins, Mark D. Hogan, Joseph Lyga, Donald Mindiak, Alexander Pasiechnik, Joseph Tagliareni, Robert Hughes and Kenneth Walter and (ii) Directors Conaghan and Brockman waive their rights to a Consulting Agreement or Advisory board Position with the Surviving Corporation and Surviving Institution pursuant to Section 6.11(j) of the Merger Agreement.

BCB Bancorp, Inc. waives its right to consider only the above referenced changes from constituting a “Burdensome Condition” under the merger agreement.

Pursuant to Section 9.2, please provide to BCB Bancorp, Inc. Pamrapo Bancorp, Inc.’s consent to the changes noted above by signing below. By signing below Pamrapo Bancorp, Inc. waives only the above referenced changes from being deemed a “Burdensome Condition.”

By:	/s/ Mark D. Hogan
	Mark D. Hogan
	Chairman of the Board

Agreed and accepted

By:	/s/ Daniel J. Massarelli
	Daniel J. Massarelli
	Chairman of the Board