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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

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

For the quarterly period ended March 31, 2007

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



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PAMRAPO BANCORP, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|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



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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

Indicate 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 of May 10, 2007.



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PAMRAPO BANCORP, INC.

AND SUBSIDIARIES

INDEX



|                               |  |                                                                                                                |  |   
|------------------------------ |  | -------------------------------------------------------------------------------------------------------------- |  | --
|                               |  | Page Number                                                                                                   
|PART I - FINANCIAL INFORMATION |  |                                                                                                               
|                               |  |                                                                                                               
|Item 1:                        |  | Financial Statements                                                                                           |  | 1 
|                               |  |                                                                                                               
|                               |  | Consolidated Statements of Financial Condition at March 31, 2007 and December 31, 2006 (Unaudited)             |  | 1 
|                               |  |                                                                                                               
|                               |  | Consolidated Statements of Income for the Three Months Ended March 31, 2007 and 2006 (Unaudited)               |  | 2 
|                               |  |                                                                                                               
|                               |  | Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2007 and 2006 (Unaudited) |  | 3 
|                               |  |                                                                                                               
|                               |  | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006 (Unaudited)           |  | 4 
|                               |  |                                                                                                               
|                               |  | Notes to Consolidated Financial Statements                                                                     |  | 5 
|                               |  |                                                                                                               
|Item 2:                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                          |  | 7 
|                               |  |                                                                                                               
|Item 3:                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                     |  | 12
|                               |  |                                                                                                               
|Item 4:                        |  | Controls and Procedures                                                                                        |  | 13
|                               | 
|PART II - OTHER INFORMATION    |  |                                                                                                               
|                               |  |                                                                                                               
|Item 1:                        |  | Legal Proceedings                                                                                              |  | 14
|                               |  |                                                                                                               
|Item 1A:                       |  | Risk Factors                                                                                                   |  | 14
|                               |  |                                                                                                               
|Item 2:                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                    |  | 14
|                               |  |                                                                                                               
|Item 3:                        |  | Defaults Upon Senior Securities                                                                                |  | 14
|                               |  |                                                                                                               
|Item 4:                        |  | Submission of Matters to a Vote of Security Holders                                                            |  | 14
|                               |  |                                                                                                               
|Item 5:                        |  | Other Information                                                                                              |  | 15
|                               |  |                                                                                                               
|Item 6:                        |  | Exhibits                                                                                                       |  | 15
|                               | 
|SIGNATURES                     |  |                                                                                                               



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PART I  FINANCIAL INFORMATION



|ITEM 1. | Financial Statements
|------- | --------------------

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)



|                                                                                                                                     |  |                |             |   |                  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                     |  | March 31, 2007 |             |   | December 31,2006 |  
|ASSETS                                                                                                                               |  |                |             |   |                  |   |             |  
|Cash and amounts due from depository institutions                                                                                    |  | $              | 3,682,530   |   |                  | $ | 4,557,390   |  
|Interest-bearing deposits in other banks                                                                                             |  |                | 24,391,282  |   |                  |   | 8,789,549   |  
|                                                                                                                                     |  |                |             |   |                  |   |             |  
|Total cash and cash equivalents                                                                                                      |  |                | 28,073,812  |   |                  |   | 13,346,939  |  
|                                                                                                                                     |  |               
|Securities available for sale                                                                                                        |  |                | 1,138,630   |   |                  |   | 1,169,620   |  
|Investment securities held to maturity; estimated fair value of $9,672,000 (2007)                                                    |  |                | 9,137,111   |   |                  |   | 9,167,703   |  
|and $9,599,000 (2006)                                                                                                                |  |                |             |   |                  |   |             |  
|Mortgage-backed securities held to maturity; estimated                                                                               |  |                | 135,853,973 |   |                  |   | 141,053,489 |  
|fair value of $132,093,000 (2007) and $136,449,000 (2006)                                                                            |  |                |             |   |                  |   |             |  
|Loans receivable, net of allowance for loan losses of $2,825,867 (2007) and $2,650,679 (2006)                                        |  |                | 448,793,527 |   |                  |   | 454,859,315 |  
|Premises and equipment                                                                                                               |  |                | 3,688,011   |   |                  |   | 3,730,636   |  
|Federal Home Loan Bank of New York stock                                                                                             |  |                | 5,496,100   |   |                  |   | 5,721,100   |  
|Interest receivable                                                                                                                  |  |                | 3,062,631   |   |                  |   | 2,894,089   |  
|Other assets                                                                                                                         |  |                | 4,647,514   |   |                  |   | 4,617,307   |  
|                                                                                                                                     |  |                |             |   |                  |   |             |  
|Total assets                                                                                                                         |  | $              | 639,891,309 |   |                  | $ | 636,560,198 |  
|                                                                                                                                     |  |                |             |   |                  |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                 |  |                |             |   |                  |   |             |  
|Liabilities:                                                                                                                         |  |                |             |   |                  |   |             |  
|Deposits                                                                                                                             |  | $              | 477,767,893 |   |                  | $ | 469,941,066 |  
|Advances from Federal Home Loan Bank of New York                                                                                     |  |                | 96,000,000  |   |                  |   | 101,000,000 |  
|Advance payments by borrowers for taxes and insurance                                                                                |  |                | 3,668,584   |   |                  |   | 3,654,164   |  
|Other liabilities                                                                                                                    |  |                | 3,770,237   |   |                  |   | 3,397,222   |  
|                                                                                                                                     |  |                |             |   |                  |   |             |  
|Total liabilities                                                                                                                    |  |                | 581,206,714 |   |                  |   | 577,992,452 |  
|                                                                                                                                     |  |                |             |   |                  |   |             |  
|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, (2007) and
(2006) |  |                | 69,000      |   |                  |   | 69,000      |  
|Paid-in capital in excess of par value                                                                                               |  |                | 19,339,615  |   |                  |   | 19,339,615  |  
|Retained earnings                                                                                                                    |  |                | 64,018,059  |   |                  |   | 63,936,702  |  
|Accumulated other comprehensive (loss)                                                                                               |  |                | (1,563,375  | ) |                  |   | (1,598,867  | )
|Treasury stock, at cost; 1,924,458 shares                                                                                            |  |                | (23,178,704 | ) |                  |   | (23,178,704 | )
|                                                                                                                                     |  |                |             |   |                  |   |             |  
|Total stockholders equity                                                                                                           |  |                | 58,684,595  |   |                  |   | 58,567,746  |  
|                                                                                                                                     |  |                |             |   |                  |   |             |  
|Total liabilities and stockholders equity                                                                                           |  | $              | 639,891,309 |   |                  | $ | 636,560,198 |  
|                                                                                                                                     |  |                |             |   |                  |   |             |  

See notes to consolidated financial statements.



- 1 -



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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



|                                                                                   |  |                             |           |      |   |          
|---------------------------------------------------------------------------------- |  | --------------------------- | --------- | ---- | - | ---------
|                                                                                   |  | Three Months EndedMarch 31,
|                                                                                   |  | 2007                        |           | 2006
|Interest income:                                                                   |  |                             |           |      |   |          
|Loans                                                                              |  | $                           | 7,343,534 |      | $ | 6,943,039
|Mortgage-backed securities                                                         |  |                             | 1,581,348 |      |   | 1,943,779
|Investments                                                                        |  |                             | 169,821   |      |   | 209,777  
|Other interest-earning assets                                                      |  |                             | 235,134   |      |   | 131,898  
|                                                                                   |  |                             |           |      |   |          
|Total interest income                                                              |  |                             | 9,329,837 |      |   | 9,228,493
|                                                                                   |  |                             |           |      |   |          
|Interest expense:                                                                  |  |                             |           |      |   |          
|Deposits                                                                           |  |                             | 3,275,352 |      |   | 2,443,199
|Advances                                                                           |  |                             | 1,133,814 |      |   | 1,081,770
|                                                                                   |  |                             |           |      |   |          
|Total interest expense                                                             |  |                             | 4,409,166 |      |   | 3,524,969
|                                                                                   |  |                             |           |      |   |          
|Net interest income                                                                |  |                             | 4,920,671 |      |   | 5,703,524
|Provision for loan losses                                                          |  |                             | 195,000   |      |   |         
|                                                                                   |  |                             |           |      |   |          
|Net interest income after provision for loan losses                                |  |                             | 4,725,671 |      |   | 5,703,524
|                                                                                   |  |                             |           |      |   |          
|Non-interest income:                                                               |  |                             |           |      |   |          
|Fees and service charges                                                           |  |                             | 300,711   |      |   | 314,820  
|Miscellaneous                                                                      |  |                             | 363,955   |      |   | 246,221  
|                                                                                   |  |                             |           |      |   |          
|Total non-interest income                                                          |  |                             | 664,666   |      |   | 561,041  
|                                                                                   |  |                             |           |      |   |          
|Non-interest expenses:                                                             |  |                             |           |      |   |          
|Salaries and employee benefits                                                     |  |                             | 1,935,840 |      |   | 1,811,688
|Net occupancy expense of premises                                                  |  |                             | 296,670   |      |   | 300,433  
|Equipment                                                                          |  |                             | 319,361   |      |   | 341,685  
|Advertising                                                                        |  |                             | 56,718    |      |   | 63,189   
|Professional fees                                                                  |  |                             | 139,268   |      |   | 169,807  
|Miscellaneous                                                                      |  |                             | 693,462   |      |   | 667,369  
|                                                                                   |  |                             |           |      |   |          
|Total non-interest expenses                                                        |  |                             | 3,441,319 |      |   | 3,354,171
|                                                                                   |  |                             |           |      |   |          
|Income before income taxes                                                         |  |                             | 1,949,018 |      |   | 2,910,394
|Income taxes                                                                       |  |                             | 723,286   |      |   | 1,098,595
|                                                                                   |  |                             |           |      |   |          
|Net income                                                                         |  | $                           | 1,225,732 |      | $ | 1,811,799
|                                                                                   |  |                             |           |      |   |          
|Net income per common shares:                                                      |  |                             |           |      |   |          
|Basic                                                                              |  | $                           | 0.25      |      | $ | 0.36     
|                                                                                   |  |                             |           |      |   |          
|Diluted                                                                            |  | $                           | 0.25      |      | $ | 0.36     
|                                                                                   |  |                             |           |      |   |          
|Dividends per common share                                                         |  | $                           | 0.23      |      | $ | 0.23     
|                                                                                   |  |                             |           |      |   |          
|Weighted average number of common shares and common stock equivalents outstanding: |  |                             |           |      |   |          
|Basic                                                                              |  |                             | 4,975,542 |      |   | 4,975,542
|                                                                                   |  |                             |           |      |   |          
|Diluted                                                                            |  |                             | 4,981,275 |      |   | 4,980,944
|                                                                                   |  |                             |           |      |   |          

See notes to consolidated financial statements.



- 2 -



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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



|                                                                      |  |                             |           |   |      |   |           |  
|--------------------------------------------------------------------- |  | --------------------------- | --------- | - | ---- | - | --------- | -
|                                                                      |  | Three Months EndedMarch 31, |          
|                                                                      |  | 2007                        |           |   | 2006 |  
|Net income                                                            |  | $                           | 1,225,732 |   |      | $ | 1,811,799 |  
|                                                                      |  |                             |           |   |      |   |           |  
|Other comprehensive income (loss), net of income taxes:               |  |                             |           |   |      |   |           |  
|Gross unrealized holding gain (loss) on securities available for sale |  |                             | 5,223     |   |      |   | (30,867   | )
|Benefit plans                                                         |  |                             | 64,360    |   |      |   |          |  
|Deferred income taxes                                                 |  |                             | (27,845   | ) |      |   | 12,600    |  
|                                                                      |  |                             |           |   |      |   |           |  
|Other comprehensive income (loss)                                     |  |                             | 41,738    |   |      |   | (18,267   | )
|                                                                      |  |                             |           |   |      |   |           |  
|Comprehensive income                                                  |  | $                           | 1,267,470 |   |      | $ | 1,793,532 |  
|                                                                      |  |                             |           |   |      |   |           |  

See notes to consolidated financial statements.



- 3 -



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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                              |  |                              |            |   |      |   |            |  
|----------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                              |  | Three Months Ended March 31, |           
|                                                                              |  | 2007                         |            |   | 2006 |  
|Cash flows from operating activities:                                         |  |                              |            |   |      |   |            |  
|Net income                                                                    |  | $                            | 1,225,732  |   |      | $ | 1,811,799  |  
|Adjustments to reconcile net income to cash provided by operating activities: |  |                              |            |   |      |   |            |  
|Depreciation of premises and equipment                                        |  |                              | 150,331    |   |      |   | 139,518    |  
|Amortization of premiums and discounts, net                                   |  |                              | 86,740     |   |      |   | 30,725     |  
|Accretion of deferred loan fees, net                                          |  |                              | 47,298     |   |      |   | 67,316     |  
|Provision for loan losses                                                     |  |                              | 195,000    |   |      |   |           |  
|(Increase) in interest receivable                                             |  |                              | (168,542   | ) |      |   | (116,324   | )
|Decrease in other assets                                                      |  |                              | 2,362      |   |      |   | 314,083    |  
|Increase in other liabilities                                                 |  |                              | 381,161    |   |      |   | 360,236    |  
|                                                                              |  |                              |            |   |      |   |            |  
|Net cash provided by operating activities                                     |  |                              | 1,920,082  |   |      |   | 2,607,353  |  
|                                                                              |  |                              |            |   |      |   |            |  
|Cash flow from investing activities:                                          |  |                              |            |   |      |   |            |  
|Principal repayments on securities available for sale                         |  |                              | 25,767     |   |      |   | 52,322     |  
|Purchases of securities available for sale                                    |  |                              |           |   |      |   | (15,930    | )
|Principal repayments on mortgage-backed securities held to maturity           |  |                              | 5,143,368  |   |      |   | 6,476,784  |  
|Net change in loans receivable                                                |  |                              | 5,823,490  |   |      |   | (5,169,070 | )
|Additions to premises and equipment                                           |  |                              | (107,706   | ) |      |   | (95,683    | )
|Redemption of Federal Home Loan Bank of New York stock                        |  |                              | 225,000    |   |      |   | 130,500    |  
|                                                                              |  |                              |            |   |      |   |            |  
|Net cash provided by investing activities                                     |  |                              | 11,109,919 |   |      |   | 1,378,923  |  
|                                                                              |  |                              |            |   |      |   |            |  
|Cash flows from financing activities:                                         |  |                              |            |   |      |   |            |  
|Net increase in deposits                                                      |  |                              | 7,826,827  |   |      |   | 1,593,530  |  
|Proceeds from advances from Federal Home Loan Bank of New York                |  |                              |           |   |      |   | 4,000,000  |  
|Repayment of advances from Federal Home Loan Bank of New York                 |  |                              | (5,000,000 | ) |      |   | (6,900,000 | )
|Net decrease in other borrowed money                                          |  |                              |           |   |      |   | (9,680     | )
|Net increase in payments by borrowers for taxes and insurance                 |  |                              | 14,420     |   |      |   | 139,590    |  
|Cash dividends paid                                                           |  |                              | (1,144,375 | ) |      |   | (1,144,375 | )
|Purchase of treasury stock                                                    |  |                              |           |   |      |   | (132,000   | )
|Sale of treasury stock                                                        |  |                              |           |   |      |   | 110,460    |  
|                                                                              |  |                              |            |   |      |   |            |  
|Net cash provided by (used in) financing activities                           |  |                              | 1,696,872  |   |      |   | (2,342,475 | )
|                                                                              |  |                              |            |   |      |   |            |  
|Net increase in cash and cash equivalents                                     |  |                              | 14,726,873 |   |      |   | 1,643,801  |  
|Cash and cash equivalents - beginning                                         |  |                              | 13,346,939 |   |      |   | 8,570,081  |  
|                                                                              |  |                              |            |   |      |   |            |  
|Cash and cash equivalents - ending                                            |  | $                            | 28,073,812 |   |      | $ | 10,213,882 |  
|                                                                              |  |                              |            |   |      |   |            |  
|Supplemental information:                                                     |  |                              |            |   |      |   |            |  
|Cash paid during the period for:                                              |  |                              |            |   |      |   |            |  
|Interest on deposits and borrowings                                           |  | $                            | 4,426,505  |   |      | $ | 3,521,586  |  
|                                                                              |  |                              |            |   |      |   |            |  
|Income taxes                                                                  |  | $                            |           |   |      | $ |           |  
|                                                                              |  |                              |            |   |      |   |            |  

See notes to consolidated financial statements.



- 4 -



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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 months ended March 31, 2007, 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 2006 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, 2006.

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.

4. RETIREMENT PLANS - COMPONENTS OF NET PERIODIC PENSION COST



|                                             |  |                             |      |   |                                       |   |      |      |  |   |      |   |  |   |   
|-------------------------------------------- |  | --------------------------- | ---- | - | ------------------------------------- | - | ---- | ---- |  | - | ---- | - |  | - | --
|                                             |  | Pension Plan                |      |   | Supplemental ExecutiveRetirement Plan
|                                             |  | Three MonthsEnded March 31, |      |   | Three Months Ended March 31,         
|                                             |  | 2007                        |      |   | 2006                                  |   |      | 2007 |  |   | 2006
|                                             |  | (In Thousands)              |      |   | (In Thousands)                       
|Service cost                                 |  | $                           | 64   |   |                                       | $ | 64   |      |  | $ |     |   |  | $ |  
|Interest cost                                |  |                             | 122  |   |                                       |   | 108  |      |  |   | 30   |   |  |   | 33
|Expected return on plan assets               |  |                             | (148 | ) |                                       |   | (137 | )    |  |   |     |   |  |   |  
|Amortization of unrecognized net loss/(gain) |  |                             | 47   |   |                                       |   | 54   |      |  |   | (1   | ) |  |   |  
|Unrecognized past service liability          |  |                             | 4    |   |                                       |   | 4    |      |  |   | 13   |   |  |   | 23
|                                             |  |                             |      |   |                                       |   |      |      |  |   |      |   |  |   |   
|Net periodic benefit expense                 |  | $                           | 89   |   |                                       | $ | 93   |      |  | $ | 42   |   |  | $ | 56
|                                             |  |                             |      |   |                                       |   |      |      |  |   |      |   |  |   |   



- 5 -



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5. 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 and liabilities or on income or expense
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 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.

6. RECENT ACCOUNTING PRONOUNCEMENTS

In March 2007, the FASB
ratified EITF Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards. EITF 06-11 requires companies to recognize the income tax benefit realized from dividends or dividend equivalents that are
charged to retained earnings and paid to employees for nonvested equity-classified employee share-based payment awards as an increase to additional paid-in capital. EITF 06-11 is effective for fiscal years beginning after September 15, 2007.
The Company does not expect EITF 06-11 will have a material impact on its financial position, results of operations or cash flows.

In March 2007, the FASB
ratified Emerging Issues Task Force Issue No. 06-10 Accounting for Collateral Assignment Split-Dollar Life Insurance Agreements (EITF 06-10). EITF 06-10 provides guidance for determining a liability for the postretirement benefit
obligation as well as recognition and measurement of the associated asset on the basis of the terms of the collateral assignment agreement. EITF 06-10 is effective for fiscal years beginning after December 15, 2007. The Company is currently
assessing the impact of EITF 06-10 on its consolidated financial position and results of operations.



- 6 -



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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.

Changes
in Financial Condition

The Companys assets at March 31, 2007 totaled $639.9 million, which represents an increase of $3.3 million as
compared with $636.6 million at December 31, 2006.

Total cash and cash equivalents at March 31, 2007, increased $14.8 million to $28.1 million
when compared with $13.3 million at December 31, 2006. The increase during the three months ended March 31, 2007, resulted primarily from an increase in interest bearing deposits in other banks.

Securities available for sale at March 31, 2007, decreased $31,000 or 2.65% to $1.14 million when compared with $1.17 million at December 31, 2006. The
decrease during the three months ended March 31, 2007, resulted primarily from repayments on securities available for sale of $26,000, and a decrease in net unrealized gain of $5,000.

Investment securities held to maturity at March 31, 2007, remained unchanged at $9.1 million when compared with December 31, 2006. Mortgage-backed securities
held to maturity at March 31, 2007 decreased $5.2 million or 3.7% to $135.9 million when compared with $141.1 million at December 31, 2006. During the three months ended March 31, 2007, repayments of mortgage-backed securities held to
maturity amounted to $5.1 million.

Net loans amounted to $448.8 million at March 31, 2007, as compared to $454.9 million at December 31, 2006,
which represents a decrease of $6.1 million or 1.3%. The decrease during the three months ended March 31, 2007 resulted primarily from principal repayments exceeding loan originations.

Deposits at March 31, 2007 totaled $477.8 million as compared with $469.9 million at December 31, 2006, representing an increase of $7.9 million or 1.7%.

Advances from the Federal Home Loan Bank of New York (FHLB) amounted to $96.0 million at March 31, 2007 as compared with $101.0 million
at December 31, 2006. The decrease during the three months ended March 31, 2007 resulted from repayments on advances from the FHLB-NY of $5.0 million.



- 7 -



---

Stockholders equity totaled $58.7 million and $58.6 million at March 31, 2007, and December 31, 2006,
respectively. The increase of $100,000 for the three months ended March 31, 2007 resulted primarily from net income of $1.2 million, partially offset by cash dividends paid of $1.1 million.

Comparison of Operating Results for the Three Months Ended March 31, 2007 and 2006

Net income decreased $586,000 or 32.3% to $1.2 million for the three months ended March 31, 2007, compared with $1.8 million for the same 2006 period. The decrease in net income during the 2007 period resulted
from increases in total interest expense, provision for loan losses and non-interest expenses partially offset by increases in total interest income and non-interest income and a decrease in income taxes.

Interest income on loans increased by $400,000 or 5.8% to $7.3 million during the three months ended March 31, 2007, when compared with $6.9 million for the same
2006 period. The increase during the 2007 period resulted from an increase of $15.7 million in the average balance of loans outstanding, and an increase of thirteen basis points in the yield earned on loans. Interest on mortgage-backed securities
decreased $363,000 or 18.7% to $1.6 million during the three months ended March 31, 2007, when compared with $1.9 million for the same 2006 period. The decrease during the 2007 period resulted from a decrease of $25.4 million or 15.44% in the
average balance of mortgage-backed securities outstanding, along with an eighteen basis point decrease in the yield earned on the mortgage-backed securities. Interest earned on investment securities decreased by $40,000 or 19.05% to $170,000 for the
three months ended March 31, 2007, when compared to $210,000 during the same 2006 period. The decrease during the 2007 period resulted from a decrease of $3.2 million or 24.68% in the average balance of the investment securities portfolio,
which more than offset an increase of forty-nine basis points in the yield earned on the investment securities portfolio from 6.55% to 7.04%. Interest on other interest-earning assets increased by $103,000 or 78.27% to $235,000 during the three
months ended March 31, 2007, when compared to $132,000 during the same 2006 period. The increase during the 2007 period resulted from an increase of three-hundred-five basis points in the yield earned on the other interest-earning assets
portfolio from 3.91% in to 6.96% in, while the average balance of the other interest-earning assets portfolio remained unchanged.

Interest expense on
deposits increased $832,000 or 34.1% to $3.3 million during the three months ended March 31, 2007, when compared to $2.4 million during the same 2006 period. Such increase was primarily attributable to an increase of eighty-two basis points in
the cost of interest-bearing deposits, which was sufficient to offset a decrease of $6.4 million or 1.47% in the average balance of interest-bearing deposits. Interest expense on advances increased by $52,000 or 4.8% to $1.13 million during the
three months ended March 31, 2007, when compared with $1.08 million during the same 2006 period, primarily due to a fifty-one basis point increase in the cost of advances, which more than offset a decrease of $7.1 million in the average balance
of advances outstanding.

Net interest income decreased $783,000 or 13.7% during the three months ended March 31, 2007 when compared with the same
2006 period. Such decrease was due to an increase in total interest expense of $884,000, sufficient to offset an increase in total interest income of $102,000. The Banks net interest rate spread was 2.72% in 2007 when compared with 3.27%
during the same 2006 period. An increase of nineteen basis points in the yield on interest-earning assets was offset by a seventy-four basis point increase in the cost of interest-bearing liabilities.

During the three months ended March 31, 2007 and 2006, the Bank provided $195,000 and $0, 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



- 8 -



---

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 March 31, 2007 and 2006, the Banks non-performing loans, which were delinquent ninety days or more, totaled $3.9 million or 0.61% of total assets and $1.2 million or
0.19% of total assets, respectively. At March 31, 2007, $3.2 million of non-performing loans were accruing interest and $700,000 were on nonaccrual status. The non-performing loans primarily consist of one-to-four family mortgage loans. During
the three months ended March 31, 2007 and 2006, the Bank charged off loans aggregating $20,000 and $87,000, respectively. The allowance for loan losses amounted to $2.8 million at March 31, 2007, representing 0.63% of total loans and
72.61% of loans delinquent ninety days or more, and $2.7 million at March 31, 2006, representing 0.60% of total loans and 219.61% of loans delinquent ninety days or more.

Non-interest income increased $104,000 or 18.5% to $665,000 during the three months ended March 31, 2007, from $561,000 during the same 2006 period, which resulted from an increase in miscellaneous income of
$118,000 partially offset by a decrease in fees and service charges of $14,000.

Non-interest expenses increased slightly by $87,000 to $3.441 million
during the three months ended March 31, 2007, when compared with $3.354 million during the same 2006 period. Salaries and employee benefits and miscellaneous expenses increased $124,000 and $26,000, respectively, which was sufficient to offset
decreases in net occupancy, equipment, advertising, and professional fees of $4,000, $22,000, $6,000 and $31,000, respectively, during the 2007 period when compared with the same 2006 period.

Income taxes totaled $723,000 and $1.1 million during the three months ended March 31, 2007 and 2006, respectively. The decrease during the 2007 period resulted
from a decrease in pre-tax income of $961,000.

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 2.53%
during the month of March 2007. 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 level 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.

Cash was generated by operating activities during the three months ended March 31, 2007 and 2006. The primary source of cash was net income. Cash dividends paid
during the three months ended March 31, 2007 and 2006, amounted to $1.1 million, respectively.



- 9 -



---

The primary sources of investing activities are lending and the purchase of mortgage-backed securities. Loans receivable
amounted to $448.8 million and $454.9 million at March 31, 2007 and December 31, 2006, respectively. Securities available for sale totaled $1.14 million and $1.17 million at March 31, 2007 and December 31, 2006, respectively.
Mortgage-backed securities held to maturity totaled $135.9 million and $141.1 million at March 31, 2007, and December 31, 2006, 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 March 31, 2007, advances from the FHLB amounted to $96.0 million.

The Bank anticipates that it will have sufficient funds available to meet its current loan commitments. At March 31, 2007, the Bank had outstanding commitments to originate loans of $10.9 million. Certificates of
deposit scheduled to mature in one year or less at March 31, 2007, totaled $216.0 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.



- 10 -



---

The following table sets forth the Banks capital position at March 31, 2007, as compared to the minimum
regulatory capital requirements (dollars in thousands):



|                           |  |        |        |       |                             |   |        |                                                                   |        |  |      |        |  |       |        |  |       |  
|-------------------------- |  | ------ | ------ | ----- | --------------------------- | - | ------ | ----------------------------------------------------------------- | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                           |  | Actual |        |       | Minimum CapitalRequirements |   |        | To Be Well Capitalized Under
Prompt Corrective Actions Provisions |       
|                           |  | Amount |        | Ratio |                             |   | Amount |                                                                   | Ratio  |  |      | Amount |  | Ratio |       
|Total Capital              |  | $      | 58,706 |       | 16.10                       | % |        | $                                                                 | 29,177 |  | 8.00 | %      |  | $     | 36,471 |  | 10.00 | %
|(to risk-weighted assets)  |  |        |        |       |                             |   |        |                                                                   |        |  |      |        |  |       |        |  |       |  
|                           |  |        |        |       |                             |  
|Tier 1 Capital             |  |        | 55,890 |       | 15.32                       | % |        |                                                                   |       |  |     |        |  |       | 21,883 |  | 6.00  | %
|(to risk-weighted assets)  |  |        |        |       |                             |   |        |                                                                   |        |  |      |        |  |       |        |  |       |  
|                           |  |        |        |       |                             |  
|Core (Tier 1) Capital      |  |        | 55,890 |       | 8.73                        | % |        |                                                                   | 25,610 |  | 4.00 | %      |  |       | 32,013 |  | 5.00  | %
|(to adjusted total assets) |  |        |        |       |                             |   |        |                                                                   |        |  |      |        |  |       |        |  |       |  
|                           |  |        |        |       |                             |  
|Tangible Capital           |  |        | 55,890 |       | 8.73                        | % |        |                                                                   | 9,604  |  | 1.50 | %      |  |       |        |  |       |  
|(to adjusted total assets) |  |        |        |       |                             |   |        |                                                                   |        |  |      |        |  |       |        |  |       |  

Contractual Obligations and Off-Balance Sheet Arrangements

The following table sets forth the Banks contractual obligations and commercial commitments at March 31, 2007:



|                        |  |                  |         |                                      |   |                                       |  |                     |        |  |   |        |  |   |       
|----------------------- |  | ---------------- | ------- | ------------------------------------ | - | ------------------------------------- |  | ------------------- | ------ |  | - | ------ |  | - | ------
|Contractual Obligations |  | Total            |         | Payment Due By Period               
|                        |  | One Year or Less |         | More Than OneYear ThroughThree Years |   | More ThanThree YearsThrough FiveYears |  | More ThanFive Years
|                        |  | (In Thousands)  
|FHLB-NY advances        |  | $                | 96,000  |                                      | $ | 12,000                                |  | $                   | 33,000 |  | $ | 33,000 |  | $ | 18,000
|Certificates of deposit |  |                  | 239,143 |                                      |   | 216,013                               |  |                     | 20,268 |  |   | 2,562  |  |   | 300   
|Lease obligations       |  |                  | 2,322   |                                      |   | 394                                   |  |                     | 554    |  |   | 505    |  |   | 869   
|                        |  |                  |         |                                      |   |                                       |  |                     |        |  |   |        |  |   |       
|Total                   |  | $                | 337,465 |                                      | $ | 228,407                               |  | $                   | 53,822 |  | $ | 36,067 |  | $ | 19,169
|                        |  |                  |         |                                      |   |                                       |  |                     |        |  |   |        |  |   |       

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 March 31, 2007.



- 11 -



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|                               |  |                  |        |                                      |   |                                       |  |                     |    |  |   |   |  |   |  
|------------------------------ |  | ---------------- | ------ | ------------------------------------ | - | ------------------------------------- |  | ------------------- | -- |  | - | - |  | - | -
|Off-Balance Sheet Arrangements |  | Total            |        | Commitment Expiration By Period     
|                               |  | One Year or Less |        | More Than OneYear ThroughThree Years |   | More ThanThree YearsThrough FiveYears |  | More ThanFive Years
|                               |  | (In Thousands)  
|To originate loans             |  | $                | 10,879 |                                      | $ | 10,879                                |  | $                   |   |  | $ |  |  | $ | 
|Unused lines of credit         |  |                  | 11,102 |                                      |   | 11,102                                |  |                     |   |  |   |  |  |   | 
|Letters of credit              |  |                  | 1,088  |                                      |   | 1,001                                 |  |                     | 87 |  |   |  |  |   | 
|                               |  |                  |        |                                      |   |                                       |  |                     |    |  |   |   |  |   |  
|Total                          |  | $                | 23,069 |                                      | $ | 22,982                                |  | $                   | 87 |  | $ |  |  | $ | 
|                               |  |                  |        |                                      |   |                                       |  |                     |    |  |   |   |  |   |  



|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 Investment and Interest Rate 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 which 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 December 31, 2006, the most recent date the Banks NPV was calculated by the OTS.



- 12 -



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|                                                      |        |                        |              |  |                                            |               |   |  |          |    |  |                       |   |  |      |  
|----------------------------------------------------- | ------ | ---------------------- | ------------ |  | ------------------------------------------ | ------------- | - |  | -------- | -- |  | --------------------- | - |  | ---- | -
|Change in Interest Rates in Basis Points (Rate Shock) |        | NPV                    |              |  | NPV as Percent of PortfolioValue of Assets |              
|                                                      | Amount |                        | DollarChange |  |                                            | PercentChange |   |  | NPVRatio |    |  | Change InBasis Points |  
|                                                      |        | (Dollars in Thousands) |             
|300                                                   |        | $                      | 31,728       |  | $                                          | (51,200       | ) |  | (62      | )% |  | 5.24                  | % |  | (722 | )
|200                                                   |        |                        | 48,887       |  |                                            | (34,040       | ) |  | (41      | )% |  | 7.82                  | % |  | (464 | )
|100                                                   |        |                        | 66,341       |  |                                            | (16,587       | ) |  | (20      | )% |  | 10.28                 | % |  | (219 | )
|0                                                     |        |                        | 82,928       |  |                                            |              |   |  |         | %  |  | 12.46                 | % |  |     |  
|-100                                                  |        |                        | 96,165       |  |                                            | 13,237        |   |  | 16       | %  |  | 14.10                 | % |  | 163  |  
|-200                                                  |        |                        | 105,896      |  |                                            | 22,969        |   |  | 28       | %  |  | 15.21                 | % |  | 275  |  

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)), the Chief Executive Officer
and the Chief Financial Officer of the Company have 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.



- 13 -



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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, 2006.



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

The following table contains information about the Companys purchases of its equity securities during the first quarter of 2007.

Issuer Purchases of Equity Securities



|                                      |  |                                |  |                            |  |                                                                            |  |                                                                                 
|------------------------------------- |  | ------------------------------ |  | -------------------------- |  | -------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|Period                                |  | Total Numberof SharesPurchased |  | Average PricePaid perShare |  | Total Numberof SharesPurchased asPart of PubliclyAnnouncedPlans
orPrograms |  | MaximumNumber of Sharesthat May Yet BePurchased Underthe Plans orPrograms (1)(2)
|January 1, 2007 to January 31, 2007   |  |                               |  |                           |  |                                                                           |  |                                                                                
|February 1, 2007 to February 28, 2007 |  |                               |  |                           |  |                                                                           |  |                                                                                
|March 1, 2007 to March 31, 2007       |  |                               |  |                           |  |                                                                           |  |                                                                                
|                                      |  |                                |  |                            |  |                                                                            |  |                                                                                 
|Total                                 |  |                               |  |                           |  |                                                                           |  | 41,465                                                                          
|                                      |  |                                |  |                            |  |                                                                            |  |                                                                                 

---

|(1) | As of March 31, 2007.
|--- | ---------------------

|(2) | The Companys share repurchase program that authorized the Company to purchase up to 256,000 shares of common stock was announced on August 22, 2000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 3. | Defaults Upon Senior Securities
|------- | -------------------------------

Not applicable.



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

None.



- 14 -



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|ITEM 5. | Other Information
|------- | -----------------

None.



|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.
|- | --------------------------------------------------------



- 15 -



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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: May 10, 2007 |  |  |  | By                    |  | /s/ William J. Campbell                   
|                   |  |  |  |                       |  | William J. Campbell                       
|                   |  |  |  |                       |  | President and Chief Executive Officer     
|                   |  |  | 
|Date: May 10, 2007 |  |  |  | By:                   |  | /s/ Kenneth D. Walter                     
|                   |  |  |  |                       |  | Kenneth D. Walter                         
|                   |  |  |  |                       |  | Vice President and Chief Financial Officer