UNITED STATES
                       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): July 16, 2009

                                BCB BANCORP, INC.
               (Exact Name of Registrant as Specified in Charter)

      New Jersey                         0-50275                  26-0065262
- ----------------------------------    ----------------       ------------------
 (State or Other Jurisdiction)       (Commission File No.)  I.R.S. Employer
   of Incorporation)                                        Identification No.)


 104-110 Avenue C, Bayonne, New Jersey                           07002
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

Registrant's telephone number, including area code:  (201) 823-0700
                                                     --------------

                                 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 (see General Instruction A.2. below):

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ X] 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.
- ---------         ------------

     BCB Bancorp,  Inc. (the  "Company")  recently became aware that a complaint
had been  filed on July 9, 2009 in the  Superior  Court of New  Jersey in Hudson
County  against the  Company,  Pamrapo  Bancorp,  Inc.  ("Pamrapo")  and each of
Pamrapo's directors.

     The action, which seeks class  certification,  was brought by Keith Kube, a
purported  shareholder  of the  Company,  on behalf of  himself  and all  others
similarly  situated.  The  complaint  alleges,  among  other  things,  that  the
directors of Pamrapo are in breach of their fiduciary  duties to shareholders in
connection with the Pamrapo's entry into an agreement and plan of merger,  dated
as of June 29, 2009, with the Company (the  "Agreement"),  pursuant to which the
Pamrapo will merge with and into the Company,  with the Company as the surviving
corporation.

     The  complaint  seeks,  among  other  things,  for the Court to enjoin  the
defendants from consummating the transactions  contemplated by the Agreement and
to award the  plaintiff  attorneys'  fees and expenses  incurred in bringing the
lawsuit.

     The Company  believes  that the  allegations  in the  complaint are without
merit and intend to  vigorously  defend  against the claims and causes of action
asserted in this legal matter.


Forward-Looking Statements

     This Form 8-K contains certain forward-looking statements. These statements
speak only as of the date they are made.  The companies  undertake 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  the Company and Pamrapo,
increased  competitive  pressures,  changes in the  interest  rate  environment,
changes in general economic conditions,  legislative and regulatory changes that
adversely  affect the  business in which the  Company  and Pamrapo are  engaged,
changes in the securities  markets and other risks and  uncertainties  disclosed
from  time to time in  documents  that the  Company  and  Pamrapo  file with the
Securities and Exchange Commission (the "SEC").

Additional Information about the Merger and Where to Find It

     This Form 8-K may be deemed to be solicitation material with respect to the
proposed  merger of the Company and  Pamrapo.  In  connection  with the proposed
merger,  the Company and  Pamrapo  will file a joint proxy  statement/prospectus
with the SEC to be distributed to the shareholders of the Company and Pamrapo in
connection with their vote on the proposed  merger.  SHAREHOLDERS OF THE COMPANY
AND PAMRAPO ARE  ENCOURAGED TO READ THE PROXY  STATEMENT AND ANY OTHER  RELEVANT
DOCUMENTS  FILED WITH THE SEC,  WHEN THEY BECOME  AVAILABLE,  BECAUSE  THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

     The  definitive  proxy  statement  will be  mailed to  shareholders  of the
Company and Pamrapo, and shareholders will be able to obtain the documents, when



they become  available,  free of charge at the SEC's  website,  www.sec.gov.  In
addition,  shareholders  may obtain free copies of the documents  filed with the
SEC by the companies by written request directed to the Corporate Secretary, BCB
Bancorp,  Inc.,  104-110 Avenue C, Bayonne,  New Jersey 07002 or by visiting the
BCB  website  at  www.bcbbancorp.com,  with  respect to  documents  filed by the
Company,  and by written  request  directed to the Secretary,  Pamrapo  Bancorp,
Inc., 611 Avenue C, Bayonne, New Jersey 07002 or by visiting the Pamrapo website
at www.pamrapo.com, with respect to documents filed by Pamrapo.

     The  Company and Pamrapo are not  currently  engaged in a  solicitation  of
proxies of their respective shareholders in connection with the proposed merger.
If a proxy solicitation commences, the Company and Pamrapo, and their respective
directors and executive  officers and other members of management  and employees
may be deemed to  participate in the  solicitation  of proxies in respect of the
proposed  merger.  Information  regarding the Company's  directors and executive
officers  is set forth in its proxy  statement  for its 2009  annual  meeting of
shareholders,  which  was  filed  with the SEC on March  25,  2009.  Information
regarding  Pamrapo's  directors and executive officers is set forth in its proxy
statement for its 2009 annual meeting of shareholders,  which was filed with the
SEC on March  31,  2009.  Both  filings  are  available  at the  SEC's  website,
www.sec.gov,  and may also be obtained  from the  companies at the addresses set
forth  in  the   preceding   paragraph   or  by  visiting   their   websites  at
www.bcbbancorp.com  and www.pamrapo.com.  Additional  information  regarding the
interests  of these  participants  may be  obtained  by reading  the joint proxy
statement/prospectus regarding the proposed merger when it becomes available.

     Read the proxy  statement/prospectus  carefully  before  making a  decision
concerning the merger.







                                   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.





                             BCB BANCORP, INC.



Date:  July 22, 2009
                             By:   /s/ Donald Mindiak
                                   -------------------------------------------
                                   Donald Mindiak
                                   President and Chief Executive Officer