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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 June 30, 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

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 August 7, 2007



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##### Table of Contents

PAMRAPO BANCORP, INC.

AND SUBSIDIARIES

INDEX



|                             |  |                                                                                                                              |  |      
|---------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | -----
|                             |  | PageNumber                                                                                                                  
|PART IFINANCIAL INFORMATION |  |                                                                                                                             
|                             |  |                                                                                                                             
|Item 1.                      |  | Financial Statements                                                                                                         |  |      
|                             |  |                                                                                                                             
|                             |  | Consolidated Statements of Financial Condition at June 30, 2007 and December 31, 2006 (Unaudited)                            |  | 1    
|                             |  |                                                                                                                             
|                             |  | Consolidated Statements of Income for the Three Months and Six Months Ended June 30, 2007 and 2006 (Unaudited)               |  | 2    
|                             |  |                                                                                                                             
|                             |  | Consolidated Statements of Comprehensive Income for the Three Months and Six Months Ended June 30, 2007 and 2006 (Unaudited) |  | 3    
|                             |  |                                                                                                                             
|                             |  | Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006 (Unaudited)                            |  | 4    
|                             |  |                                                                                                                             
|                             |  | Notes to Consolidated Financial Statements                                                                                   |  | 5-7  
|                             |  |                                                                                                                             
|Item 2.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                        |  | 7-13 
|                             |  |                                                                                                                             
|Item 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                                                                   |  | 13-14
|                             |  |                                                                                                                             
|Item 4.                      |  | Controls and Procedures                                                                                                      |  | 15   
|                             | 
|PART IIOTHER INFORMATION    |  |                                                                                                                             
|                             |  |                                                                                                                             
|Item 1.                      |  | Legal Proceedings                                                                                                            |  | 16   
|                             |  |                                                                                                                             
|Item 1A.                     |  | Risk Factors                                                                                                                 |  | 16   
|                             |  |                                                                                                                             
|Item 2.                      |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                  |  | 16   
|                             |  |                                                                                                                             
|Item 3.                      |  | Defaults Upon Senior Securities                                                                                              |  | 16   
|                             |  |                                                                                                                             
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                                                          |  | 17   
|                             |  |                                                                                                                             
|Item 5.                      |  | Other Information                                                                                                            |  | 17   
|                             |  |                                                                                                                             
|Item 6.                      |  | Exhibits                                                                                                                     |  | 17   
|                             | 
|SIGNATURES                   |  | 19                                                                                                                          





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##### Table of Contents

PART IFINANCIAL INFORMATION



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

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)



|                                                                                                                                   |  |               |             |   |                  |   |             |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                   |  | June 30, 2007 |             |   | December 31,2006 |  
|ASSETS                                                                                                                             |  |               |             |   |                  |   |             |  
|Cash and amounts due from depository institutions                                                                                  |  | $             | 3,444,049   |   |                  | $ | 4,557,390   |  
|Interest-bearing deposits in other banks                                                                                           |  |               | 28,195,591  |   |                  |   | 8,789,549   |  
|                                                                                                                                   |  |               |             |   |                  |   |             |  
|Total cash and cash equivalents                                                                                                    |  |               | 31,639,640  |   |                  |   | 13,346,939  |  
|Securities available for sale                                                                                                      |  |               | 1,052,057   |   |                  |   | 1,169,620   |  
|Investment securities held to maturity; estimated fair value of $9,500,000 (2007) and $9,599,000 (2006)                            |  |               | 9,106,172   |   |                  |   | 9,167,703   |  
|Mortgage-backed securities held to maturity; estimated fair value of $127,527,000 (2007) and $136,449,000 (2006)                   |  |               | 133,948,587 |   |                  |   | 141,053,489 |  
|Loans receivable net of allowance for loan losses of $3,000,967 (2007) and $2,676,633 (2006)                                       |  |               | 443,679,852 |   |                  |   | 454,859,315 |  
|Premises and equipment                                                                                                             |  |               | 3,600,182   |   |                  |   | 3,730,636   |  
|Federal Home Loan Bank of New York stock, at cost                                                                                  |  |               | 5,221,500   |   |                  |   | 5,721,100   |  
|Interest receivable                                                                                                                |  |               | 2,915,633   |   |                  |   | 2,894,089   |  
|Other assets                                                                                                                       |  |               | 5,204,460   |   |                  |   | 4,617,307   |  
|                                                                                                                                   |  |               |             |   |                  |   |             |  
|Total assets                                                                                                                       |  | $             | 636,368,083 |   |                  | $ | 636,560,198 |  
|                                                                                                                                   |  |               |             |   |                  |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                               |  |               |             |   |                  |   |             |  
|Liabilities:                                                                                                                       |  |               |             |   |                  |   |             |  
|Deposits                                                                                                                           |  | $             | 481,602,962 |   |                  | $ | 469,941,066 |  
|Advances from Federal Home Loan Bank of New York                                                                                   |  |               | 89,000,000  |   |                  |   | 101,000,000 |  
|Advance payments by borrowers for taxes & insurance                                                                                |  |               | 3,235,148   |   |                  |   | 3,654,164   |  
|Other liabilities                                                                                                                  |  |               | 3,795,157   |   |                  |   | 3,397,222   |  
|                                                                                                                                   |  |               |             |   |                  |   |             |  
|Total liabilities                                                                                                                  |  |               | 577,633,267 |   |                  |   | 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                                                                                                                  |  |               | 64,027,190  |   |                  |   | 63,936,702  |  
|Accumulated other comprehensive loss                                                                                               |  |               | (1,522,285  | ) |                  |   | (1,598,867  | )
|Treasury stock, at cost; 1,924,458 shares                                                                                          |  |               | (23,178,704 | ) |                  |   | (23,178,704 | )
|                                                                                                                                   |  |               |             |   |                  |   |             |  
|Total stockholders equity                                                                                                         |  |               | 58,734,816  |   |                  |   | 58,567,746  |  
|                                                                                                                                   |  |               |             |   |                  |   |             |  
|Total liabilities and stockholders equity                                                                                         |  | $             | 636,368,083 |   |                  | $ | 636,560,198 |  
|                                                                                                                                   |  |               |             |   |                  |   |             |  

See notes to consolidated financial statements.



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|---------------------------------------------------------------------------------- |  | -------------------------- | --------- | ------------------------- | - | --------- |  | ---- | ---------- |  | - | ----------
|                                                                                   |  | Three Months EndedJune 30, |           | Six Months Ended June 30,
|                                                                                   |  | 2007                       |           | 2006                      |   | 2007      |  | 2006
|Interest income:                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Loans                                                                              |  | $                          | 7,118,565 |                           | $ | 7,205,321 |  | $    | 14,462,099 |  | $ | 14,148,360
|Mortgage-backed securities                                                         |  |                            | 1,520,176 |                           |   | 1,844,286 |  |      | 3,101,524  |  |   | 3,788,065 
|Investments                                                                        |  |                            | 169,259   |                           |   | 208,626   |  |      | 339,079    |  |   | 418,403   
|Other interest-earning assets                                                      |  |                            | 468,471   |                           |   | 154,678   |  |      | 703,606    |  |   | 286,576   
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Total interest income                                                              |  |                            | 9,276,471 |                           |   | 9,412,911 |  |      | 18,606,308 |  |   | 18,641,404
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Interest expense:                                                                  |  |                            |           |                           |   |           |  |      |            |  |   |           
|Deposits                                                                           |  |                            | 3,414,281 |                           |   | 2,749,602 |  |      | 6,689,633  |  |   | 5,192,801 
|Advances and other borrowed money                                                  |  |                            | 1,125,925 |                           |   | 1,147,995 |  |      | 2,259,739  |  |   | 2,229,765 
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Total interest expense                                                             |  |                            | 4,540,206 |                           |   | 3,897,597 |  |      | 8,949,372  |  |   | 7,422,566 
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Net interest income                                                                |  |                            | 4,736,265 |                           |   | 5,515,314 |  |      | 9,656,936  |  |   | 11,218,838
|Provision for loan losses                                                          |  |                            | 175,000   |                           |   |          |  |      | 370,000    |  |   |          
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Net interest income after provision for loan losses                                |  |                            | 4,561,265 |                           |   | 5,515,314 |  |      | 9,286,936  |  |   | 11,218,838
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Non-interest income:                                                               |  |                            |           |                           |   |           |  |      |            |  |   |           
|Fees and service charges                                                           |  |                            | 317,730   |                           |   | 302,019   |  |      | 618,441    |  |   | 616,839   
|Miscellaneous                                                                      |  |                            | 325,390   |                           |   | 281,868   |  |      | 689,345    |  |   | 528,089   
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Total non-interest income                                                          |  |                            | 643,120   |                           |   | 583,887   |  |      | 1,307,786  |  |   | 1,144,928 
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Non-interest expenses:                                                             |  |                            |           |                           |   |           |  |      |            |  |   |           
|Salaries and employee benefits                                                     |  |                            | 1,818,914 |                           |   | 2,086,890 |  |      | 3,754,754  |  |   | 3,898,578 
|Net occupancy expense of premises                                                  |  |                            | 296,307   |                           |   | 307,772   |  |      | 592,977    |  |   | 608,205   
|Equipment                                                                          |  |                            | 332,448   |                           |   | 298,662   |  |      | 651,809    |  |   | 640,347   
|Advertising                                                                        |  |                            | 58,820    |                           |   | 59,140    |  |      | 115,538    |  |   | 122,329   
|Professional fees                                                                  |  |                            | 198,547   |                           |   | 183,720   |  |      | 337,815    |  |   | 334,526   
|Miscellaneous                                                                      |  |                            | 682,808   |                           |   | 747,353   |  |      | 1,376,270  |  |   | 1,433,723 
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Total non-interest expenses                                                        |  |                            | 3,387,844 |                           |   | 3,683,537 |  |      | 6,829,163  |  |   | 7,037,708 
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Income before income taxes                                                         |  |                            | 1,816,541 |                           |   | 2,415,664 |  |      | 3,765,559  |  |   | 5,326,058 
|Income taxes                                                                       |  |                            | 663,036   |                           |   | 896,009   |  |      | 1,386,322  |  |   | 1,994,604 
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Net income                                                                         |  | $                          | 1,153,505 |                           | $ | 1,519,655 |  | $    | 2,379,237  |  | $ | 3,331,454 
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Net income per common share:                                                       |  |                            |           |                           |   |           |  |      |            |  |   |           
|Basic                                                                              |  | $                          | 0.23      |                           | $ | 0.31      |  | $    | 0.48       |  | $ | 0.67      
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Diluted                                                                            |  | $                          | 0.23      |                           | $ | 0.31      |  | $    | 0.48       |  | $ | 0.67      
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Dividends per common share                                                         |  | $                          | 0.23      |                           | $ | 0.23      |  | $    | 0.46       |  | $ | 0.46      
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Weighted average number of common shares and common stock equivalents outstanding: |  |                            |           |                           |   |           |  |      |            |  |   |           
|Basic                                                                              |  |                            | 4,975,542 |                           |   | 4,975,542 |  |      | 4,975,542  |  |   | 4,975,542 
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           
|Diluted                                                                            |  |                            | 4,979,330 |                           |   | 4,979,193 |  |      | 4,980,343  |  |   | 4,980,081 
|                                                                                   |  |                            |           |                           |   |           |  |      |            |  |   |           

See notes to consolidated financial statements.



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



|                                                                      |  |                            |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|--------------------------------------------------------------------- |  | -------------------------- | --------- | - | ------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                                      |  | Three Months EndedJune 30, |           |   | Six Months Ended June 30, |  
|                                                                      |  | 2007                       |           |   | 2006                      |   |           | 2007 |  |   | 2006      |  
|Net income                                                            |  | $                          | 1,153,505 |   |                           | $ | 1,519,655 |      |  | $ | 2,379,237 |   |  | $ | 3,331,454 |  
|                                                                      |  |                            |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Other comprehensive income (loss), net of income taxes:               |  |                            |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Gross unrealized holding gain (loss) on securities available for sale |  |                            | 4,174     |   |                           |   | 2,415     |      |  |   | 1,049     |   |  |   | (28,452   | )
|Benefit Plans                                                         |  |                            | 64,360    |   |                           |   |          |      |  |   | 128,720   |   |  |   |          |  
|Deferred income taxes                                                 |  |                            | (27,444   | ) |                           |   | (1,000    | )    |  |   | (51,889   | ) |  |   | 11,600    |  
|                                                                      |  |                            |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Other comprehensive income (loss)                                     |  |                            | 41,090    |   |                           |   | 1,415     |      |  |   | 77,880    |   |  |   | (16,852   | )
|                                                                      |  |                            |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Comprehensive income                                                  |  | $                          | 1,194,595 |   |                           | $ | 1,521,070 |      |  | $ | 2,457,117 |   |  | $ | 3,314,602 |  
|                                                                      |  |                            |           |   |                           |   |           |      |  |   |           |   |  |   |           |  

See notes to consolidated financial statements.



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                              |  |                           |             |   |      |   |             |  
|----------------------------------------------------------------------------- |  | ------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                                              |  | Six Months Ended June 30, |            
|                                                                              |  | 2007                      |             |   | 2006 |  
|Cash flow from operating activities:                                          |  |                           |             |   |      |   |             |  
|Net income                                                                    |  | $                         | 2,379,237   |   |      | $ | 3,331,454   |  
|Adjustments to reconcile net income to cash provided by operating activities: |  |                           |             |   |      |   |             |  
|Depreciation of premises and equipment                                        |  |                           | 301,488     |   |      |   | 276,965     |  
|Amortization of premiums and discounts, net                                   |  |                           | 178,802     |   |      |   | 77,394      |  
|Amortization of deferred fees, net                                            |  |                           | 95,737      |   |      |   | 53,266      |  
|Provision for loan losses                                                     |  |                           | 370,000     |   |      |   |            |  
|(Increase) in interest receivable                                             |  |                           | (21,544     | ) |      |   | (25,665     | )
|(Increase) in other assets                                                    |  |                           | (509,522    | ) |      |   | (282,637    | )
|Increase in other liabilities                                                 |  |                           | 397,935     |   |      |   | 688,925     |  
|                                                                              |  |                           |             |   |      |   |             |  
|Net cash provided by operating activities                                     |  |                           | 3,192,133   |   |      |   | 4,119,702   |  
|                                                                              |  |                           |             |   |      |   |             |  
|Cash flow from investing activities:                                          |  |                           |             |   |      |   |             |  
|Principal repayments on securities available for sale                         |  |                           | 116,514     |   |      |   | 69,880      |  
|Purchases of securities available for sale                                    |  |                           |            |   |      |   | (27,483     | )
|Proceeds from sale of securities available for sale                           |  |                           |            |   |      |   | 1,588,761   |  
|Principal repayments on mortgage-backed securities held to maturity           |  |                           | 10,896,876  |   |      |   | 13,387,387  |  
|Purchases of mortgage-backed securities held to maturity                      |  |                           | (3,909,245  | ) |      |   |            |  
|Net change in loans receivable                                                |  |                           | 10,713,726  |   |      |   | (11,846,908 | )
|Additions to premises and equipment                                           |  |                           | (171,034    | ) |      |   | (245,437    | )
|Redemption of Federal Home Loan Bank of New York Stock                        |  |                           | 499,600     |   |      |   | 323,100     |  
|                                                                              |  |                           |             |   |      |   |             |  
|Net cash provided by investing activities                                     |  |                           | 18,146,437  |   |      |   | 3,249,300   |  
|                                                                              |  |                           |             |   |      |   |             |  
|Cash flow from financing activities:                                          |  |                           |             |   |      |   |             |  
|Net increase in deposits                                                      |  |                           | 11,661,896  |   |      |   | 3,476,338   |  
|Proceeds from advances from Federal Home Loan Bank of New York                |  |                           |            |   |      |   | 16,000,000  |  
|Repayment of advances from Federal Home Loan Bank of New York                 |  |                           | (12,000,000 | ) |      |   | (15,000,000 | )
|Net (decrease) in Federal Home Loan Bank of New York overnight borrowing      |  |                           |            |   |      |   | (8,400,000  | )
|Net (decrease) in other borrowed money                                        |  |                           |            |   |      |   | (19,556     | )
|Net (decrease) increase in payments by borrowers for taxes and insurance      |  |                           | (419,016    | ) |      |   | 192,149     |  
|Cash dividends paid                                                           |  |                           | (2,288,749  | ) |      |   | (2,288,749  | )
|Purchase of treasury stock                                                    |  |                           |            |   |      |   | (132,000    | )
|Sale of treasury stock                                                        |  |                           |            |   |      |   | 110,460     |  
|                                                                              |  |                           |             |   |      |   |             |  
|Net cash (used in) financing activities                                       |  |                           | (3,045,869  | ) |      |   | (6,061,358  | )
|                                                                              |  |                           |             |   |      |   |             |  
|Net increase in cash and cash equivalents                                     |  |                           | 18,292,701  |   |      |   | 1,307,644   |  
|Cash and cash equivalents - beginning                                         |  |                           | 13,346,939  |   |      |   | 8,570,081   |  
|                                                                              |  |                           |             |   |      |   |             |  
|Cash and cash equivalents - ending                                            |  | $                         | 31,639,640  |   |      | $ | 9,877,725   |  
|                                                                              |  |                           |             |   |      |   |             |  
|Supplemental information:                                                     |  |                           |             |   |      |   |             |  
|Cash paid during the period for:                                              |  |                           |             |   |      |   |             |  
|Interest on deposits and borrowings                                           |  | $                         | 8,983,726   |   |      | $ | 7,380,586   |  
|                                                                              |  |                           |             |   |      |   |             |  
|Income taxes                                                                  |  | $                         | 1,309,040   |   |      | $ | 1,759,899   |  
|                                                                              |  |                           |             |   |      |   |             |  

See notes to consolidated financial statements.



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 the 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 and six months ended June 30, 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.



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4. RETIREMENT PLANS- COMPONENTS OF NET PERIODIC PENSION COST



|                                             |  |                          |      |   |                                     |   |      |      |  |   |      |   |  |   |    
|-------------------------------------------- |  | ------------------------ | ---- | - | ----------------------------------- | - | ---- | ---- |  | - | ---- | - |  | - | ---
|                                             |  | Pension Plan             |      |   | SupplementalExecutiveRetirementPlan
|                                             |  | Six MonthsEnded June 30, |      |   | Six MonthsEnded June 30,           
|                                             |  | 2007                     |      |   | 2006                                |   |      | 2007 |  |   | 2006
|                                             |  | (In Thousands)           |      |   | (In Thousands)                     
|Service cost                                 |  | $                        | 128  |   |                                     | $ | 129  |      |  | $ |     |   |  | $ |   
|Interest cost                                |  |                          | 244  |   |                                     |   | 216  |      |  |   | 59   |   |  |   | 65 
|Expected return on plan assets               |  |                          | (297 | ) |                                     |   | (275 | )    |  |   |     |   |  |   |   
|Amortization of unrecognized net loss/(gain) |  |                          | 94   |   |                                     |   | 107  |      |  |   | (1   | ) |  |   |   
|Unrecognized past service liability          |  |                          | 9    |   |                                     |   | 9    |      |  |   | 26   |   |  |   | 46 
|                                             |  |                          |      |   |                                     |   |      |      |  |   |      |   |  |   |    
|Net periodic benefit expense                 |  | $                        | 178  |   |                                     | $ | 186  |      |  | $ | 84   |   |  | $ | 111
|                                             |  |                          |      |   |                                     |   |      |      |  |   |      |   |  |   |    

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



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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.



|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 June 30, 2007 totaled $636.4 million, which represents a decrease of $200,000 as compared with
$636.6 million at December 31, 2006.

Total cash and cash equivalents at June 30, 2007 increased $18.3 million to $31.6 million when compared
with $13.3 million at December 31, 2006. The increase during the six months ended June 30, 2007 resulted primarily from an increase in interest-bearing deposits in other banks, attributable to deposit growth and repayments on loans and
mortgage-backed securities.

Securities available for sale at June 30, 2007 decreased $118,000 or 10.05% to $1.05 million when compared with $1.17
million at December 31, 2006. The decrease during the six months ended June 30, 2007 resulted primarily from repayments on securities available for sale of $117,000 and a decrease in net unrealized gain of $1,000.

Investment securities held to maturity at June 30, 2007 totaled $9.1 million as compared with $9.2 million at December 31, 2006. Mortgage-backed securities
held to maturity at June 30, 2007 decreased $7.1 million or 5.04% to $134.0 million when compared with $141.1 million at December 31, 2006. During the six months ended June 30, 2007, purchases of mortgage-backed securities totaled
$3.9 million and repayments totaled $10.9 million.

Net loans amounted to $443.7 million at June 30, 2007, as compared to $454.9 million at
December 31, 2006, which represents a decrease of $11.2 million or 2.46%. The decrease during the six months ended June 30, 2007 resulted primarily from principal repayments exceeding loan originations.



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Deposits at June 30, 2007 totaled $481.6 million as compared with $469.9 million at December 31, 2006
representing an increase of $11.7 million or 2.48%.

Advances from the Federal Home Loan Bank of New York (FHLB) amounted to $89.0 million at
June 30, 2007 as compared with $101.0 million at December 31, 2006.

Stockholders equity totaled $58.7 million and $58.6 million at
June 30, 2007, and December 31, 2006, respectively. The increase of $100,000 for the six months ended June 30, 2007 resulted primarily from the net income of $2.4 million, partially offset by cash dividends paid of $2.3 million.

Comparison of Operating Results for the Three Months Ended June 30, 2007 and 2006

Net income for the three months ended June 30, 2007 totaled $1.2 million as compared with $1.5 million for the three months ended June 30, 2006. The decrease in
net income during the 2007 period resulted from a decrease in total interest income and increases in total interest expense and the provision for loan losses which were partially offset by an increase in non-interest income and decreases in
non-interest expenses and income taxes.

Interest income on loans decreased by $87,000 or1.20% to $7.1 million during the six months ended June 30,
2007, when compared with $7.2 million for the same 2006 period. The decrease during the 2007 period resulted from a decrease of $2.3 million or 0.50% in the average balance of loans outstanding, along with a decrease of four basis points in the
yield earned on loans. Interest on mortgage-backed securities decreased $324,000 or 17.57% to $1.5 million during the three months ended June 30, 2007, when compared with $1.8 million for the same 2006 period. The decrease during the 2007
period resulted from a decrease of $23.0 million or 14.60% in the average balance of mortgage-backed securities outstanding, along with a 16 basis point decrease in the yield earned on the mortgage-backed securities. Interest earned on investments
decreased by $40,000 or 18.87% to $169,000 during the three months ended June 30, 2007, when compared to $209,000 during the same 2006 period primarily due to a decrease of $2.7 million or 22.15% in the average balance of such assets
outstanding, partially offset by a twenty-six basis point increase in the yield on the portfolio. Interest income earned on other interest-earning assets increased by $314,000 or 202.87% to $469,000 during the three months ended June 30, 2007,
when compared to $155,000 during the same 2006 period primarily due to an increase of seventy-three basis points in the yield on the portfolio, along with an increase of $22.7 million or 158.18% in the average balance of such assets outstanding.

Interest expense on deposits increased $665,000 or 24.17% to $3.4 million during the three months ended June 30, 2007, when compared to $2.8 million
during the same 2006 period. Such increase was primarily attributable to an increase of sixty basis points in the cost of interest-bearing deposits, along with an increase of $788,000 or 0.18% in the average balance of interest-bearing deposits.
Interest expense on advances and other borrowed money decreased by $22,000 or 1.92% to $1.1 million during the three months ended June 30, 2007, when compared with $1.2 million during the same 2006 period, primarily due to a decrease of $8.8
million or 8.48% in the average balance of advances and other borrowed money outstanding which more than offset a thirty-one basis point increase in the cost of advances and other borrowed money.

Net interest income decreased $779,000 or 14.13% during the three months ended June 30, 2007 when compared with the same 2006 period. Such decrease was due to an
increase in total interest expense of $643,000, along with a decrease in total interest income of $136,000. The Banks net interest rate spread was 2.52% in 2007 and 3.08% in 2006. There was an increase in the cost of interest-bearing
liabilities of fifty-three basis points along with a decrease of four basis points in the yield on interest-earning assets.



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During the three months ended June 30, 2007, the Bank provided a provision for loan losses of $175,000. No provision
was required for the three months ended June 30, 2006. 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 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 June 30, 2007 and 2006, the Banks
non-performing loans, which were delinquent ninety days or more, totaled $4.8 million or 0.75% of total assets and $1.0 million or 0.16% of total assets, respectively. At June 30, 2007, $1.0 million of non-performing loans were accruing
interest and $3.8 million were on nonaccrual status. Included in the non-performing loans were $1.9 million in one-to-four family mortgage loans and $2.2 million in commercial loans. The largest commercial loan ($1.9 million) to a local hospital
matured on June 1, 2007 and was not paid. The hospital is presently in bankruptcy, and the repayment of the loan is subject to the bankruptcy proceedings. During the three months ended June 30, 2007 and 2006, the Bank had no loan
charge-offs. The allowance for loan losses amounted to $3.0 million at June 30, 2007, representing 0.68% of total loans and 62.78% of loans delinquent ninety days or more, and $2.7 million at June 30, 2006, representing 0.60% of total
loans and 258.55% of loans delinquent ninety days or more.

Non-interest income increased $59,000 or 10.14% to $643,000 during the three months ended
June 30, 2007, from $584,000 during the same 2006 period, which resulted from an increase in miscellaneous income of $43,000 and an increase in fees and service charges of $16,000.

Non-interest expenses decreased $296,000 or 8.03% to $3.4 million during the three months ended June 30, 2007, when compared with $3.7 million during the same 2006 period. Salary and employee benefits, net
occupancy, and miscellaneous expenses decreased $268,000, $12,000, and $65,000, respectively, which was sufficient to offset an increase in equipment expense and professional fees of $34,000 and $15,000, respectively, during the 2007 period when
compared with the same 2006 period.

Income taxes totaled $663,000 and $896,000 during the three months ended June 30, 2007 and 2006, respectively.
The effective income tax rate was 36.5% and 37.1% for the three months ended June 30, 2007 and 2006, respectively.

Comparison of Operating Results
for the Six Months Ended June 30, 2007 and 2006

Net income decreased $952,000 or 28.58% to $2.4 million for the six months ended June 30,
2007 compared with $3.3 million for the same 2006 period. The decrease in net income during the 2007 period resulted from a decrease in total interest income and increases in total interest expense and the provision for loan losses partially offset
by an increase in total non-interest income and decreases in non-interest expenses and income taxes.

Interest income on loans increased by $314,000 or
2.22% to $14.5 million during the six months ended June 30, 2007, when compared with $14.2 million for the same 2006 period. The increase during the 2007 period resulted from an increase of $6.7 million or 1.52% in the average balance of loans
outstanding, along with an increase of four basis points in the yield earned on loans. Interest on mortgage-backed securities decreased $687,000 or 18.12% to $3.1 million during the six months ended June 30, 2007, when compared with $3.8
million for the same 2006 period. The decrease during the 2007 period resulted from a decrease of $24.2 million or 15.03% in the average balance of mortgage-backed securities outstanding, along with a seventeen basis point decrease in the yield
earned on the mortgage-backed securities. Interest earned on investments decreased by $79,000 or 18.96% to $339,000 during the six months ended June 30, 2007, when compared to $418,000 during the same 2006 period primarily due to a decrease of
$2.9 million or 23.28% in the average balance of such assets outstanding, partially offset by an increase of thirty-eight basis points in the yield on the portfolio. Interest income earned on other



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interest-earning assets increased by $417,000 or 145.52% to $704,000 during the six months ended June 30, 2007 when compared to $287,000 during the same
2006 period primarily due to an increase of ninety-eight basis points in the yield on the portfolio, along with an increase of $13.7 million or 98.13% in the average balance of such assets outstanding.

Interest expense on deposits increased $1.5 million or 28.83% to $6.7 million during the six months ended June 30, 2007, when compared to $5.2 million during the
same 2006 period. Such increase was primarily attributable to an increase of seventy basis points in the cost of interest-bearing deposits, which was sufficient to offset a decrease of $2.8 million or 0.64% in the average balance of interest-bearing
deposits. Interest expense on advances and other borrowed money increased by $30,000 or 1.34% to $2.3 million during the six months ended June 30, 2007, when compared with $2.2 million during the same 2006 period, primarily due to a forty-one
basis point increase in the cost of advances and other borrowed money, which more than offset a decrease of $8.0 million or 7.58% in the average balance of advances and other borrowed money outstanding.

Net interest income decreased $1.6 million or 13.92% during the six months ended June 30, 2007 when compared with the same 2006 period. Such decrease was due to an
increase in total interest expense of $1.5 million, and a decrease in total interest income of $35,000. The Banks net interest rate spread was 2.59% in 2007 when compared with 3.17% during the same 2006 period. An increase of five basis points
in the yield on interest-earning assets was more than offset by a sixty-three basis points increase in the cost of interest-bearing liabilities.

During
the six months ended June 30, 2007, the Bank provided a provision for loan losses of $370,000. No provision was required for the six months ended June 30, 2006. 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 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. During the six months ended June 30, 2007 and 2006, the Bank charged off loans aggregating $20,000 and $87,000, respectively.

Non-interest income increased $163,000 or 14.22% to $1.3 million during the six months ended June 30, 2007, from $1.1 million during the same 2006 period, which
resulted from increases in fees and service charges and miscellaneous income of $2,000 and $161,000, respectively. The increase in miscellaneous income during the six months ended June 30, 2007 resulted primarily from an increase in commission
income on annuity sales.

Non-interest expenses decreased by $209,000 or 2.96% to $6.8 million during the six months ended June 30, 2007, when
compared with $7.0 million during the same 2006 period. Salaries and employee benefits, net occupancy, advertising, and miscellaneous expenses decreased $144,000, $15,000, $7,000 and $57,000, respectively, which was sufficient to offset increases in
equipment expenses and professional fees of $11,000 and $3,000, respectively, during the 2007 period when compared with the same 2006 period.

Income taxes
totaled $1.4 million and $2.0 million during the six months ended June 30, 2007 and 2006, respectively. The decrease during the 2007 period resulted from a decrease in pre-tax income of $1.6 million. The effective income tax rate was 36.8% and
37.5% for the six months ended June 30, 2007 and 2006, respectively.



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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 6.23%
during the month of June 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 levels 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 six months ended June 30, 2007 and 2006. The primary source of cash from operations was net income. Cash
dividends of $2.3 million were paid during each of the six months ended June 30, 2007 and 2006.

The primary sources of investing activity are lending
and the purchase of mortgage-backed securities. Loans receivable amounted to $443.7 million and $454.9 million at June 30, 2007 and December 31, 2006, respectively. Securities available for sale totaled $1.1 million and $1.2 million
at June 30, 2007 and December 31, 2006, respectively. Mortgage-backed securities held to maturity totaled $134.0 million and $141.1 million at June 30, 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 June 30, 2007, advances from the FHLB
amounted to $89.0 million.

The Bank anticipates that it will have sufficient funds available to meet its current loan commitments. At June 30, 2007,
the Bank had outstanding commitments to originate loans of $9.4 million. Certificates of deposit scheduled to mature in one year or less at June 30, 2007, totaled $215.4 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.



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The following table sets forth the Banks capital position at June 30, 2007, as compared to the minimum
regulatory capital requirements (dollars in thousands):



|                           |  |        |        |       |                            |   |        |                                                              |        |  |      |        |  |       |        |  |       |  
|-------------------------- |  | ------ | ------ | ----- | -------------------------- | - | ------ | ------------------------------------------------------------ | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                           |  | Actual |        |       | MinimumCapitalRequirements |   |        | To Be WellCapitalizedUnder PromptCorrectiveActionsProvisions |       
|                           |  | Amount |        | Ratio |                            |   | Amount |                                                              | Ratio  |  |      | Amount |  | Ratio |       
|Total Capital              |  | $      | 59,989 |       | 16.55                      | % |        | $                                                            | 28,991 |  | 8.00 | %      |  | $     | 36,238 |  | 10.00 | %
|(to risk-weighted assets)  |  |        |        |       |                            |   |        |                                                              |        |  |      |        |  |       |        |  |       |  
|Tier 1 Capital             |  |        | 57,119 |       | 15.76                      | % |        |                                                              |       |  |     |        |  |       | 21,743 |  | 6.00  | %
|(to risk-weighted assets)  |  |        |        |       |                            |   |        |                                                              |        |  |      |        |  |       |        |  |       |  
|Core (Tier 1) Capital      |  |        | 57,119 |       | 8.96                       | % |        |                                                              | 25,500 |  | 4.00 | %      |  |       | 31,875 |  | 5.00  | %
|(to adjusted total assets) |  |        |        |       |                            |   |        |                                                              |        |  |      |        |  |       |        |  |       |  
|Tangible Capital           |  |        | 57,119 |       | 8.96                       | % |        |                                                              | 9,563  |  | 1.50 | %      |  |       |       |  |      |  
|(to adjusted total assets) |  |        |        |       |                            |   |        |                                                              |        |  |      |        |  |       |        |  |       |  



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Contractual Obligations and Off-Balance Sheet Arrangements

The following table sets forth the Banks contractual obligations and commercial commitments at June 30, 2007:



|                        |  |                |         |                       |   |                                      |  |                                       |        |                      |   |        |  |   |       
|----------------------- |  | -------------- | ------- | --------------------- | - | ------------------------------------ |  | ------------------------------------- | ------ | -------------------- | - | ------ |  | - | ------
|                        |  |                |         | Payment Due By Period
|Contractual Obligations |  | Total          |         | One Yearor Less       |   | More Than OneYear ThroughThree Years |  | More ThanThree YearsThroughFive Years |        | More Than Five Years
|                        |  | (In Thousands)
|FHLB-NY advances        |  | $              | 89,000  |                       | $ | 10,000                               |  | $                                     | 38,000 |                      | $ | 23,000 |  | $ | 18,000
|Certificates of deposit |  |                | 239,000 |                       |   | 215,385                              |  |                                       | 21,482 |                      |   | 1,860  |  |   | 273   
|Lease obligations       |  |                | 2,215   |                       |   | 362                                  |  |                                       | 541    |                      |   | 509    |  |   | 803   
|                        |  |                |         |                       |   |                                      |  |                                       |        |                      |   |        |  |   |       
|Total                   |  | $              | 330,215 |                       | $ | 225,747                              |  | $                                     | 60,023 |                      | $ | 25,369 |  | $ | 19,076
|                        |  |                |         |                       |   |                                      |  |                                       |        |                      |   |        |  |   |       

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 June 30, 2007.



|                               |  |                |        |                                 |   |                                  |  |                                    |    |                    |   |   |  |   |  
|------------------------------ |  | -------------- | ------ | ------------------------------- | - | -------------------------------- |  | ---------------------------------- | -- | ------------------ | - | - |  | - | -
|                               |  |                |        | Commitment Expiration By Period
|Off-Balance Sheet Arrangements |  | Total          |        | OneYear or Less                 |   | MoreThanOneYearThroughThreeYears |  | MoreThanThreeYearsThroughFiveYears |    | MoreThan FiveYears
|                               |  | (In Thousands)
|To originate loans             |  | $              | 9,353  |                                 | $ | 9,353                            |  | $                                  |   |                    | $ |  |  | $ | 
|Unused lines of credit         |  |                | 11,642 |                                 |   | 11,642                           |  |                                    |   |                    |   |  |  |   | 
|Letters of credit              |  |                | 1,088  |                                 |   | 1,001                            |  |                                    | 87 |                    |   |  |  |   | 
|                               |  |                |        |                                 |   |                                  |  |                                    |    |                    |   |   |  |   |  
|Total                          |  | $              | 22,083 |                                 | $ | 21,996                           |  | $                                  | 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 increase/decrease in net interest income.



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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s Investment and Interest Rate Risk 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 that
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 March 31, 2007, the most recent date the Banks NPV was calculated by the OTS.



|                                                     |        |                        |               |                                            |                |       |           |        |                        |      
|---------------------------------------------------- | ------ | ---------------------- | ------------- | ------------------------------------------ | -------------- | ----- | --------- | ------ | ---------------------- | -----
|Change in Interest Rates In BasisPoints (Rate Shock) |        | Net Portfolio Value    |               | NPV as Percent of PortfolioValue of
Assets
|                                                     | Amount |                        | Dollar Change |                                            | Percent Change |       | NPV Ratio |        | Change In Basis Points
|                                                     |        | (Dollars in Thousands)
|+300                                                 |        | $36,382                |               | $(49,754)                                  |                | (58)% |           | 5.93%  |                        | (687)
|+200                                                 |        | 53,030                 |               | (33,106)                                   |                | (38)% |           | 8.38%  |                        | (442)
|+100                                                 |        | 70,014                 |               | (16,122)                                   |                | (19)% |           | 10.72% |                        | (208)
|0                                                    |        | 86,136                 |               |                                           |                |      |           | 12.80% |                        |     
|- 100                                                |        | 99,133                 |               | 12,997                                     |                | 15%   |           | 14.37% |                        | 157  
|- 200                                                |        | 108,066                |               | 21,930                                     |                | 25%   |           | 15.37% |                        | 257  

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.



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##### Table of Contents

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



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##### Table of Contents

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 second quarter of 2007.

Issuer Purchases of Equity
Securities



|                                |  |                                |  |                            |  |                                                                           |  |                                                                                 
|------------------------------- |  | ------------------------------ |  | -------------------------- |  | ------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|Period                          |  | Total Numberof SharesPurchased |  | Average PricePaid perShare |  | Total Numberof SharesPurchased asPartof PubliclyAnnouncedPlans orPrograms |  | MaximumNumber of Sharesthat May Yet BePurchased Underthe Plans orPrograms (1)(2)
|April 1, 2007 to April 30, 2007 |  |                               |  |                           |  |                                                                          |  |                                                                                
|May 1, 2007 to May 31, 2007     |  |                               |  |                           |  |                                                                          |  |                                                                                
|June 1, 2007 to June 30, 2007   |  |                               |  |                           |  |                                                                          |  |                                                                                
|Total                           |  |                               |  |                           |  |                                                                          |  | 41,465                                                                          

---

|(1) | As of June 30, 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.



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##### Table of Contents

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

The Annual
Stockholders Meeting was held on April 25, 2007. The following matters were submitted to the stockholders:



| | 1. | Election of two directors.
| | -- | --------------------------

The following directors were
elected at the meeting, each to serve until the Annual Meeting for the year indicated next to his name or until his successor is elected and qualified.



|                                                                                                                                     |  |                 |  |          |  |        
|------------------------------------------------------------------------------------------------------------------------------------ |  | --------------- |  | -------- |  | -------
|                                                                                                                                     |  | Number of Votes
|                                                                                                                                     |  | For             |  | Withheld |  |        
|Kenneth R. Poesl  2010                                                                                                              |  | 4,462,163       |  | 315,260  |  |        
|Robert G. Doria 2010                                                                                                                |  | 4,457,452       |  | 319,971  |  |        
|                                                                                                                                     | 
|                                                                                                                                     |  | Number of Votes
|                                                                                                                                     |  | For             |  | Against  |  | Abstain
|2. The ratification of Beard Miller Company LLP as independent auditors of the Company for the fiscal year ending December 31,
2007. |  | 4,282,118       |  | 459,695  |  | 35,610 

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).



17



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##### Table of Contents

---

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



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##### Table of Contents

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: August 8, 2007 |  | By                    |  | /s/ WILLIAM J. CAMPBELL                   
|                     |  |                       |  | William J. Campbell                       
|                     |  |                       |  | President and Chief Executive Officer     
|                     |  |                      
|Date: August 8, 2007 |  | By:                   |  | /s/ KENNETH D. WALTER                     
|                     |  |                       |  | Kenneth D. Walter                         
|                     |  |                       |  | Vice President and Chief Financial Officer



19