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 27, 2004

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 27, 2004, Pamrapo Bancorp, Inc. issued a press release announcing its earnings for the three months ended September 30, 2004. 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.

(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.

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 27, 2004
	By:	/s/ William J. Campbell
		William J. Campbell,
		President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

FROM:	Pamrapo Bancorp, Inc.
	611 Avenue C
	Bayonne, NJ 07002

FOR IMMEDIATE RELEASE

PAMRAPO BANCORP REPORTS THIRD QUARTER RESULTS

BAYONNE, N.J., October 27, 2004 — Pamrapo Bancorp, Inc. (Nasdaq:PBCI) today reported net income for the third quarter ended September 30, 2004.

Net income for the third quarter of 2004 amounted to $2.092 million, or 42 cents per share, as compared with $1.852 million, or 37 cents per share in the third quarter of 2003. The basic weighted average number of shares outstanding during the 2004 and 2003 periods was 4.975 million.

Net income for the nine months ended September 30, 2004 amounted to $6.004 million, or $1.21 per share, as compared with $5.563 million, or $1.09 per share for the same period a year ago. The basic weighted average number of shares outstanding during the 2004 and 2003 periods was 4.975 million and 5.083 million, respectively.

Pamrapo’s book value per share at September 30, 2004 was $10.89.

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

CONTACT

Robert A. Hughes, CPA, Vice President

201-339-4600

PAMRAPO BANCORP, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands)

(Unaudited)

	September 30 2004			December 31, 2003
ASSETS
Cash and amounts due from depository institutions	$	8,895		$	10,126
Securities available for sale		3,681			3,922
Investment securities held to maturity		9,335			9,422
Mortgage-backed securities held to maturity		211,727			218,418
Loans receivable		395,242			378,641
Premises and equipment		3,961			4,093
Investment in real estate		124			130
Federal Home Loan Bank of New York stock, at cost		5,152			4,744
Interest receivable		2,979			2,838
Other assets		4,801			4,561
Total assets	$	645,897		$	636,895
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits	$	488,714		$	492,161
Advances from Federal Home Loan Bank of N.Y.		95,000			87,000
Other borrowed money		93			118
Advance payments by borrowers for taxes, insurance		3,322			3,496
Other liabilities		4,587			2,797
Total liabilities	$	591,716		$	585,572
Stockholders’ equity:
Common stock; par value $.01; authorized: 25,000,000 shares; 6,900,000 shares issued, 4,974,913/ 4,974,313 shares outstanding.		69			69
Paid-in capital in excess of par value .		19,002			18,957
Retained earnings - substantially restricted		57,492			54,622
Accumulated other comprehensive income - net		249			243
Treasury stock at cost: 1,925,087 / 1,925,687 shares		(22,631	)		(22,568	)
Total stockholders’ equity	$	54,181		$	51,323
Total liabilities and stockholders’ equity	$	645,897		$	636,895

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

	Quarter ended September 30,				Nine months ended September 30,
	2004		2003		2004		2003
Interest income:
Loans	$	6,287	$	6,218	$	18,535	$	19,808
Mortgage-backed securities		2,618		2,500		7,624		7,005
Investments and other interest-earning assets		256		297		759		858
Total interest income		9,161		9,015		26,918		27,671
Interest expense:
Deposits		2,029		2,385		6,058		7,594
Advances and other borrowed money		848		965		2,429		2,932
Total interest expense		2,877		3,350		8,487		10,526
Net interest income		6,284		5,665		18,431		17,145
Provision for loan losses		10		20		30		80
Net interest income after provision for loan losses		6,274		5,645		18,401		17,065
Non-interest income:
Fees and service charges		318		381		971		1,107
Miscellaneous		239		330		851		843
Total non-interest income		557		711		1,822		1,950
Non-interest expenses:
Salaries and employee benefits		1,865		1,719		5,718		5,156
Net occupancy expense of premises		246		266		740		795
Equipment		319		343		938		1,013
Advertising		27		38		122		119
Miscellaneous		874		889		2,669		2,597
Total non-interest expenses		3,331		3,255		10,187		9,680
Income before income taxes		3,500		3,101		10,036		9,335
Income taxes		1,408		1,249		4,032		3,772
Net income	$	2,092	$	1,852	$	6,004	$	5,563
Basic earnings per common share	$	.42	$	.37	$	1.21	$	1.09
Diluted earnings per common share	$	.42	$	.37	$	1.20	$	1.09
Dividends per common share	$	.21	$	.20	$	.63	$	.60
Weighted average number of common shares and common stock equivalents outstanding:
Basic		4,975		4,975		4,975		5,083
Diluted		4,989		4,978		4,996		5,084