##### Table of Contents

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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, 2004



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.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)    Yes ̈No  x



The number of shares
outstanding of each of the issuers classes of common stock, as of the latest practicable date August 5, 2004.



$.01 par value common stock - 4,974,913 shares outstanding



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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, 2004 and December 31, 2003 (Unaudited)                            |  | 1         
|                                                                                                                             | 
|Consolidated Statements of Income for the Three Months and Six Months Ended June 30, 2004 and 2003 (Unaudited)               |  | 2         
|                                                                                                                             | 
|Consolidated Statements of Comprehensive Income for the Three Months and Six Months Ended June 30, 2004 and 2003 (Unaudited) |  | 3         
|                                                                                                                             | 
|Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003 (Unaudited)                            |  | 4         
|                                                                                                                             | 
|Notes to Consolidated Financial Statements                                                                                   |  | 5         
|                                                                                                                             | 
|Item 2:
Managements Discussion and Analysis of Financial Condition and Results of Operations                                |  | 6 -11     
|                                                                                                                             | 
|Item 3:
Quantitative and Qualitative Disclosure About Market Risk                                                            |  | 12 -13    
|                                                                                                                             | 
|Item 4:
Controls and Procedures                                                                                              |  | 14        
|                                                                                                                             | 
|PART II -
OTHER INFORMATION                                                                                                  |  | 15 -16    
|                                                                                                                             | 
|SIGNATURES                                                                                                                   |  | 17        



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)



|                                                                                                                                               |  |               |             |   |                  |   |             |  
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                               |  | June 30, 2004 |             |   | December 31,2003 |  
|ASSETS                                                                                                                                         |  |               |             |   |                  |   |             |  
|                                                                                                                                               |  |              
|Cash and amounts due from depository institutions                                                                                              |  | $             | 3,831,186   |   |                  | $ | 5,929,784   |  
|Interest-bearing deposits in other banks                                                                                                       |  |               | 3,649,222   |   |                  |   | 4,196,698   |  
|                                                                                                                                               |  |               |             |   |                  |   |             |  
|Total cash and cash equivalents                                                                                                                |  |               | 7,480,408   |   |                  |   | 10,126,482  |  
|                                                                                                                                               |  |              
|Securities available for sale                                                                                                                  |  |               | 3,740,677   |   |                  |   | 3,921,902   |  
|Investment securities held to maturity; estimated fair value of $9,955,000 (2004) and $9,950,000 (2003)                                        |  |               | 9,367,482   |   |                  |   | 9,422,111   |  
|Mortgage-backed securities held to maturity; estimated fair value of $219,179,000 (2004) and $219,035,000 (2003)                               |  |               | 222,997,278 |   |                  |   | 218,418,340 |  
|Loans receivable                                                                                                                               |  |               | 383,030,433 |   |                  |   | 378,640,773 |  
|Investment in real estate                                                                                                                      |  |               | 126,200     |   |                  |   | 129,640     |  
|Premises and equipment                                                                                                                         |  |               | 3,928,250   |   |                  |   | 4,092,683   |  
|Federal Home Loan Bank stock, at cost                                                                                                          |  |               | 5,151,900   |   |                  |   | 4,743,900   |  
|Interest receivable                                                                                                                            |  |               | 2,843,932   |   |                  |   | 2,838,497   |  
|Other assets                                                                                                                                   |  |               | 5,053,362   |   |                  |   | 4,560,853   |  
|                                                                                                                                               |  |               |             |   |                  |   |             |  
|Total assets                                                                                                                                   |  | $             | 643,719,922 |   |                  | $ | 636,895,181 |  
|                                                                                                                                               |  |               |             |   |                  |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                           |  |               |             |   |                  |   |             |  
|                                                                                                                                               |  |               |             |   |                  |   |             |  
|                                                                                                                                               |  |              
|Liabilities:                                                                                                                                   |  |               |             |   |                  |   |             |  
|Deposits                                                                                                                                       |  | $             | 496,588,284 |   |                  | $ | 492,160,765 |  
|Advances from Federal Home Loan Bank of New York                                                                                               |  |               | 87,000,000  |   |                  |   | 87,000,000  |  
|Other borrowed money                                                                                                                           |  |               | 101,074     |   |                  |   | 117,748     |  
|Advance payments by borrowers for taxes and insurance                                                                                          |  |               | 3,106,384   |   |                  |   | 3,495,739   |  
|Other liabilities                                                                                                                              |  |               | 3,804,972   |   |                  |   | 2,797,586   |  
|                                                                                                                                               |  |               |             |   |                  |   |             |  
|Total liabilities                                                                                                                              |  |               | 590,600,714 |   |                  |   | 585,571,838 |  
|                                                                                                                                               |  |               |             |   |                  |   |             |  
|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; 4,974,913 and 4,974,313 shares, respectively,
outstanding |  |               | 69,000      |   |                  |   | 69,000      |  
|Paid-in capital in excess of par value                                                                                                         |  |               | 19,001,433  |   |                  |   | 18,957,298  |  
|Retained earnings - substantially restricted                                                                                                   |  |               | 56,444,300  |   |                  |   | 54,621,926  |  
|Accumulated other comprehensive income - unrealized gain on securities available for sale                                                      |  |               | 235,049     |   |                  |   | 243,170     |  
|Treasury stock, at cost; 1,925,087 and 1,925,687 shares, respectively                                                                          |  |               | (22,630,574 | ) |                  |   | (22,568,051 | )
|                                                                                                                                               |  |               |             |   |                  |   |             |  
|Total stockholders equity                                                                                                                     |  |               | 53,119,208  |   |                  |   | 51,323,343  |  
|                                                                                                                                               |  |               |             |   |                  |   |             |  
|Total liabilities and stockholders equity                                                                                                     |  | $             | 643,719,922 |   |                  | $ | 636,895,181 |  
|                                                                                                                                               |  |               |             |   |                  |   |             |  



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 Ended June 30, |           | Six Months Ended June 30,
|                                                                                   |  | 2004                        |           | 2003                      |   | 2004      |  | 2003
|Interest income:                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Loans                                                                              |  | $                           | 6,116,044 |                           | $ | 6,657,852 |  | $    | 12,248,732 |  | $ | 13,589,297
|Mortgage-backed securities                                                         |  |                             | 2,552,964 |                           |   | 2,380,658 |  |      | 5,005,825  |  |   | 4,505,016 
|Investments and other interest-earning assets                                      |  |                             | 258,429   |                           |   | 273,844   |  |      | 502,389    |  |   | 561,777   
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Total interest income                                                              |  |                             | 8,927,437 |                           |   | 9,312,354 |  |      | 17,756,946 |  |   | 18,656,090
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Interest expense:                                                                  |  |                             |           |                           |   |           |  |      |            |  |   |           
|Deposits                                                                           |  |                             | 2,004,638 |                           |   | 2,585,201 |  |      | 4,028,950  |  |   | 5,209,071 
|Advances and other borrowed money                                                  |  |                             | 783,085   |                           |   | 967,892   |  |      | 1,580,776  |  |   | 1,967,388 
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Total interest expense                                                             |  |                             | 2,787,723 |                           |   | 3,553,093 |  |      | 5,609,726  |  |   | 7,176,459 
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Net interest income                                                                |  |                             | 6,139,714 |                           |   | 5,759,261 |  |      | 12,147,220 |  |   | 11,479,631
|Provision for loan losses                                                          |  |                             | 10,000    |                           |   | 30,000    |  |      | 20,000     |  |   | 60,000    
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Net interest income after provision for loan losses                                |  |                             | 6,129,714 |                           |   | 5,729,261 |  |      | 12,127,220 |  |   | 11,419,631
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Non-interest income:                                                               |  |                             |           |                           |   |           |  |      |            |  |   |           
|Fees and service charges                                                           |  |                             | 332,477   |                           |   | 383,674   |  |      | 652,932    |  |   | 725,689   
|Miscellaneous                                                                      |  |                             | 321,190   |                           |   | 282,917   |  |      | 612,424    |  |   | 513,701   
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Total non-interest income                                                          |  |                             | 653,667   |                           |   | 666,591   |  |      | 1,265,356  |  |   | 1,239,390 
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Non-interest expenses:                                                             |  |                             |           |                           |   |           |  |      |            |  |   |           
|Salaries and employee benefits                                                     |  |                             | 1,926,031 |                           |   | 1,721,902 |  |      | 3,852,740  |  |   | 3,437,340 
|Net occupancy expense of premises                                                  |  |                             | 247,108   |                           |   | 268,960   |  |      | 494,670    |  |   | 529,408   
|Equipment                                                                          |  |                             | 314,964   |                           |   | 308,808   |  |      | 618,919    |  |   | 670,628   
|Advertising                                                                        |  |                             | 32,830    |                           |   | 35,971    |  |      | 94,737     |  |   | 80,319    
|Miscellaneous                                                                      |  |                             | 969,643   |                           |   | 932,911   |  |      | 1,795,654  |  |   | 1,707,276 
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Total non-interest expenses                                                        |  |                             | 3,490,576 |                           |   | 3,268,552 |  |      | 6,856,720  |  |   | 6,424,971 
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Income before income taxes                                                         |  |                             | 3,292,805 |                           |   | 3,127,300 |  |      | 6,535,856  |  |   | 6,234,050 
|Income taxes                                                                       |  |                             | 1,327,707 |                           |   | 1,263,358 |  |      | 2,624,271  |  |   | 2,523,350 
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Net income                                                                         |  | $                           | 1,965,098 |                           | $ | 1,863,942 |  | $    | 3,911,585  |  | $ | 3,710,700 
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Net income per common share:                                                       |  |                             |           |                           |   |           |  |      |            |  |   |           
|Basic                                                                              |  | $                           | 0.40      |                           | $ | 0.36      |  | $    | 0.79       |  | $ | 0.72      
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Diluted                                                                            |  | $                           | 0.39      |                           | $ | 0.36      |  | $    | 0.78       |  | $ | 0.72      
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Dividends per common share                                                         |  | $                           | 0.21      |                           | $ | 0.20      |  | $    | 0.42       |  | $ | 0.40      
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Weighted average number of common shares and common stock equivalents outstanding: |  |                             |           |                           |   |           |  |      |            |  |   |           
|Basic                                                                              |  |                             | 4,974,511 |                           |   | 5,130,982 |  |      | 4,975,012  |  |   | 5,138,442 
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           
|Diluted                                                                            |  |                             | 4,997,119 |                           |   | 5,130,982 |  |      | 4,999,797  |  |   | 5,138,442 
|                                                                                   |  |                             |           |                           |   |           |  |      |            |  |   |           



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 Ended June 30, |           |   | Six Months Ended June 30, |  
|                                                                      |  | 2004                        |           |   | 2003                      |   |           | 2004 |  |   | 2003      |  
|Net income                                                            |  | $                           | 1,965,098 |   |                           | $ | 1,863,942 |      |  | $ | 3,911,585 |   |  | $ | 3,710,700 |  
|                                                                      |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Other comprehensive (loss) income, net of income taxes:               |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Gross unrealized holding (loss) gain on securities available for sale |  |                             | (21,570   | ) |                           |   | 53,838    |      |  |   | (13,421   | ) |  |   | 64,136    |  
|Deferred income taxes                                                 |  |                             | 8,600     |   |                           |   | (21,600   | )    |  |   | 5,300     |   |  |   | (25,700   | )
|                                                                      |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Other comprehensive (loss) income                                     |  |                             | (12,970   | ) |                           |   | 32,238    |      |  |   | (8,121    | ) |  |   | 38,436    |  
|                                                                      |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Comprehensive income                                                  |  | $                           | 1,952,128 |   |                           | $ | 1,896,180 |      |  | $ | 3,903,464 |   |  | $ | 3,749,136 |  
|                                                                      |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  



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, |            
|                                                                                  |  | 2004                      |             |   | 2003 |  
|Cash flows from operating activities:                                             |  |                           |             |   |      |   |              |  
|Net income                                                                        |  | $                         | 3,911,585   |   |      | $ | 3,710,700    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |             |   |      |   |              |  
|Depreciation of premises and equipment and investment in real estate              |  |                           | 265,433     |   |      |   | 298,006      |  
|Amortization of premiums and discounts, net                                       |  |                           | 315,693     |   |      |   | 253,533      |  
|Accretion of deferred fees, net                                                   |  |                           | 132,203     |   |      |   | 115,198      |  
|Provision for loan losses                                                         |  |                           | 20,000      |   |      |   | 60,000       |  
|(Gain) on sales of foreclosed real estate                                         |  |                           |            |   |      |   | (17,362      | )
|(Increase) in interest receivable                                                 |  |                           | (5,435      | ) |      |   | (21,617      | )
|(Increase) decrease in other assets                                               |  |                           | (487,209    | ) |      |   | 419,752      |  
|Increase (decrease) in other liabilities                                          |  |                           | 1,007,386   |   |      |   | (421,573     | )
|Award of treasury stock                                                           |  |                           | 14,850      |   |      |   |             |  
|                                                                                  |  |                           |             |   |      |   |              |  
|Net cash provided by operating activities                                         |  |                           | 5,174,506   |   |      |   | 4,396,637    |  
|                                                                                  |  |                           |             |   |      |   |              |  
|Cash flows from investing activities:                                             |  |                           |             |   |      |   |              |  
|Principal repayments on securities available for sale                             |  |                           | 183,987     |   |      |   | 338,301      |  
|Purchases of securities available for sale                                        |  |                           | (16,183     | ) |      |   | (16,259      | )
|Principal repayments on mortgage-backed securities held to maturity               |  |                           | 29,491,418  |   |      |   | 38,260,809   |  
|Purchases of mortgage-backed securities held to maturity                          |  |                           | (34,331,420 | ) |      |   | (116,318,042 | )
|Net change in loans receivable                                                    |  |                           | (4,541,863  | ) |      |   | 15,324,918   |  
|Proceeds from sales of foreclosed real estate                                     |  |                           |            |   |      |   | 172,702      |  
|Additions to premises and equipment                                               |  |                           | (97,560     | ) |      |   | (173,242     | )
|Purchase of Federal Home Loan Bank of New York stock                              |  |                           | (408,000    | ) |      |   | (813,600     | )
|                                                                                  |  |                           |             |   |      |   |              |  
|Net cash (used in) investing activities                                           |  |                           | (9,719,621  | ) |      |   | (63,224,413  | )
|                                                                                  |  |                           |             |   |      |   |              |  
|Cash flows from financing activities:                                             |  |                           |             |   |      |   |              |  
|Net increase in deposits                                                          |  |                           | 4,427,519   |   |      |   | 30,402,331   |  
|Net increase in advances from Federal Home Loan Bank of New York                  |  |                           |            |   |      |   | 20,000,000   |  
|Net (decrease) in other borrowed money                                            |  |                           | (16,674     | ) |      |   | (15,396      | )
|Net (decrease) in payments by borrowers for taxes and insurance                   |  |                           | (389,355    | ) |      |   | (48,663      | )
|Cash dividends paid                                                               |  |                           | (2,089,211  | ) |      |   | (2,058,395   | )
|Purchase of treasury stock                                                        |  |                           | (133,222    | ) |      |   | (3,142,090   | )
|Issuance of treasury stock                                                        |  |                           | 99,984      |   |      |   |             |  
|                                                                                  |  |                           |             |   |      |   |              |  
|Net cash provided by financing activities                                         |  |                           | 1,899,041   |   |      |   | 45,137,787   |  
|                                                                                  |  |                           |             |   |      |   |              |  
|Net (decrease) in cash and cash equivalents                                       |  |                           | (2,646,074  | ) |      |   | (13,689,989  | )
|Cash and cash equivalents - beginning                                             |  |                           | 10,126,482  |   |      |   | 23,857,387   |  
|                                                                                  |  |                           |             |   |      |   |              |  
|Cash and cash equivalents - ending                                                |  | $                         | 7,480,408   |   |      | $ | 10,167,398   |  
|                                                                                  |  |                           |             |   |      |   |              |  
|Supplemental information:                                                         |  |                           |             |   |      |   |              |  
|Cash paid during the period for:                                                  |  |                           |             |   |      |   |              |  
|Interest on deposits and borrowings                                               |  | $                         | 5,504,717   |   |      | $ | 7,174,701    |  
|                                                                                  |  |                           |             |   |      |   |              |  
|Income taxes                                                                      |  | $                         | 2,758,141   |   |      | $ | 2,031,341    |  
|                                                                                  |  |                           |             |   |      |   |              |  



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) and Pamrapo Service Corp, 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 instructions for Form 10-Q and Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, and
cash flows in conformity with generally accepted accounting principles. However, 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 month periods ended June 30, 2004, are not necessarily indicative of the results which may be expected for the entire fiscal year.



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 which could be converted into common
stock, if dilutive, using the treasury stock method.



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Forward-Looking Statement



This Form 10-Q may include certain forward-looking statements based on current management expectations. The Companys actual results 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 Pamrapo Savings Bank, SLA, the Companys wholly-owned subsidiary, (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. Further description of the risks and uncertainties to the business are included in the Companys other filings
with the Securities and Exchange Commission.



Changes in Financial
Condition



The Companys assets at June 30, 2004 totalled $643.7
million, which represents an increase of $6.8 million or 1.07% as compared with $636.9 million at December 31, 2003.



Securities available for sale at June 30, 2004 decreased $181,000 or 4.61% to $3.7 million when compared with $3.9 million at December 31, 2003. The decrease during the
six months ended June 30, 2004, resulted primarily from repayments on securities available for sale of $184,000 and a decrease in net unrealized gain of $13,000, which were sufficient to offset purchases of $16,000.



Investment securities held to maturity at June 30, 2004 remained unchanged at $9.4 million
when compared with December 31, 2003. Mortgage-backed securities held to maturity increased $4.6 million or 2.11% to $223.0 million at June 30, 2004 when compared to $218.4 million at December 31, 2003. The increase during the six months ended June
30, 2004, resulted primarily from purchases of $34.3 million sufficient to offset principal repayments of $29.5 million.



Net loans amounted to $383.0 million at June 30, 2004, as compared to $378.6 million at December 31, 2003, which represents an increase of $4.4 million or 1.16%. The
increase during the six months ended June 30, 2004 resulted primarily from loan originations exceeding principal repayments.



Deposits at June 30, 2004 totalled $496.6 million as compared with $492.2 million at December 31, 2003, representing an increase of $4.4 million or 0.89%.



Advances from the Federal Home Loan Bank (FHLB) remained unchanged at $87.0
million at June 30, 2004, when compared with December 31, 2003.



Stockholders equity totalled $53.1 million and $51.3 million at June 30, 2004 and December 31, 2003, respectively. The increase of $1.8 million for the six months ended June 30, 2004, resulted primarily from the net income of $3.9
million offset by the cash dividend paid of $2.1 million.



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF
OPERATIONS



Comparison of Operating Results for the Three Months Ended
June 30, 2004 and 2003



Net income increased $101,000 or 5.42% to $1.965
million for the three months ended June 30, 2004 compared with $1.864 million for the same 2003 period. The increase in net income during the 2004 period resulted from decreases in total interest expense and provision for loan losses, which were
partially offset by decreases in total interest income and non-interest income and increases in non-interest expenses and income taxes.



Interest income on loans decreased by $542,000 or 8.14% to $6.1 million during the three months ended June 30, 2004 when compared with $6.7 million for the same 2003
period. The decrease during the 2004 period resulted from a sixty-two basis point decrease in the yield earned on the loan portfolio partially offset by an increase of $2.3 million in the average balance of loans outstanding. Interest on
mortgage-backed securities increased $172,000 or 7.22% to $2.6 million during the three months ended June 30, 2004 when compared with $2.4 million for the same 2003 period. The increase during the 2004 period resulted from an increase of $27.4
million or 14.29% in the average balance of mortgage-backed securities outstanding which was sufficient to offset a decrease of thirty-one basis points in the yield earned on mortgage-backed securities. Interest earned on investments and other
interest-earning assets decreased by $16,000 or 5.84% to $258,000 during the three months ended June 30, 2004, when compared to $274,000 during the same 2003 period primarily due to a decrease of $1.9 million in the average balance of such
portfolio.



Interest expense on deposits decreased $580,000 or 22.44% to $2.0
million during the three months ended June 30, 2004 when compared to $2.6 million during the same 2003 period. Such decrease was primarily attributable to a decrease of sixty basis points in the cost of interest-bearing deposits, sufficient to
offset an increase of $19.7 million or 4.44% in the average balance of interest-bearing deposits. Interest expense on advances and other borrowed money decreased by $185,000 or 19.11% to $783,000 during the three months ended June 30, 2004 when
compared with $968,000 during the same 2003 period, primarily due to a ninety-three basis point decrease in the cost of advances and other borrowed money, sufficient to offset an increase of $1.8 million in the average balance of advances and other
borrowed money outstanding.



Net interest income increased $381,000 or 6.62%
during the three months ended June 30, 2004 when compared with the same 2003 period. Such increase was due to a decrease in total interest expense of $765,000, partially offset by a decrease in total interest income of $385,000. The Banks net
interest rate spread increased from 3.52% in 2003 to 3.66% in 2004. The increase in the interest rate spread resulted from a decrease of sixty-six basis points in the cost of interest-bearing liabilities, sufficient to offset a fifty-two basis
points decrease in the yield earned on interest-earning assets.



During the
three months ended June 30, 2004 and 2003, the Bank provided $10,000 and $30,000, respectively, as a provision for loan losses. The allowance for loan losses is based on managements evaluation of the risk inherent in its loan portfolio and
gives due consideration to the changes in general 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, 2004 and 2003, the Banks non-performing loans, which were delinquent ninety days or more, totalled $1.5 million or 0.23% of total assets and $2.3 million or 0.36% of total assets, respectively. At June 30, 2004,
$824,000 of non-performing loans



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF
OPERATIONS



Comparison of Operating Results for the Three Months Ended
June 30, 2004 and 2003 (Contd.)



were accruing interest and $657,000
were on nonaccrual status. The non-performing loans primarily consist of one-to-four family mortgage loans. During the three months ended June 30, 2004 and 2003, the Bank charged off loans aggregating $55,000 and $44,000, respectively. The allowance
for loan losses amounted to $2.5 million at June 30, 2004, representing 0.64% of total loans and 165.9% of loans delinquent ninety days or more, and $2.6 million at June 30, 2003, representing 0.68% of total loans and 113.16% of loans delinquent
ninety days or more.



Non-interest income decreased $13,000 or 1.95% to
$654,000 during the three months ended June 30, 2004 from $667,000 during the same 2003 period. The decrease resulted from a decrease in fees and service charges of $51,000, sufficient to offset an increase in miscellaneous income of $38,000.



Non-interest expenses increased by $222,000 to $3.5 million during the three
months ended June 30, 2004 when compared with $3.3 million during the same 2003 period. Salaries and employees benefits, equipment and miscellaneous expenses increased $204,000, $6,000 and $37,000, respectively, sufficient to offset decreases in
occupancy and advertising of $22,000 and $3,000, respectively, during the 2004 period when compared with the same 2003 period.



Income taxes totalled $1.33 million and $1.26 million during the three months ended June 30, 2004 and 2003, respectively. The increase during the 2004 period resulted
from an increase in pre-tax income.



Comparison of Operating Results
for the Six Months Ended June 30, 2004 and 2003



Net income increased
$201,000 or 5.42% to $3.9 million for the six months ended June 30, 2004 compared with $3.7 million for the same 2003 period. The increase in net income during the 2004 period resulted from decreases in total interest expense and provision for loan
losses and an increase in non-interest income sufficient to offset a decrease in total interest income and increases in non-interest expenses and income taxes.



Interest income on loans decreased by $1.3 million or 9.86% to $12.3 million during the six months ended June 30, 2004 when compared with $13.6 million for the same
2003 period. The decrease during the 2004 period resulted from a decrease of $3.0 million in the average balance of loans outstanding along with a sixty-five basis point decrease in the yield earned on the loan portfolio. Interest on mortgage-backed
securities increased $501,000 or 11.12% to $5.0 million during the six months ended June 30, 2004 when compared with $4.5 million for the same 2003 period. The increase during the 2004 period resulted from an increase of $44.7 million in the average
balance of mortgage-backed securities outstanding, which was sufficient to offset a decrease of sixty basis points in the yield earned on mortgage-backed securities. Interest earned on investments and other interest-earning assets decreased by
$60,000 or 10.68% to $502,000 during the six months ended June 30, 2004, when compared to $562,000 during the same 2003 period primarily due to decreases of two basis points in the yield earned on such portfolio and $3.3 million in the average
balance of such assets outstanding.



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF
OPERATIONS



Comparison of Operating Results for the Six Months Ended
June 30, 2004 and 2003 (Contd.)



Interest expense on deposits
decreased $1.2 million or 22.65% to $4.0 million during the six months ended June 30, 2004 when compared to $5.2 million during the same 2003 period. Such decrease was primarily attributable to a decrease of sixty-four basis points in the cost of
interest-bearing deposits, sufficient to offset an increase of $26.1 million in the average balance of interest-bearing deposits. Interest expense on advances and other borrowed money decreased by $386,000 or 19.62% to $1.6 million during the six
months ended June 30, 2004 when compared with $2.0 million during the same 2003 period which was primarily due to a decrease of 102 basis points in the cost of advances and borrowed money, sufficient to offset an increase of $2.8 million in the
average balance of borrowings outstanding.



Net interest income increased
$667,000 or 5.81% during the six months ended June 30, 2004 when compared with the same 2003 period. Such increase was due to a decrease in total interest expense of $1.6 million, partially offset by a decrease in total interest income of $899,000.
The Banks net interest rate spread increased from 3.60% in 2003 to 3.64% in 2004. The increase in the interest rate spread resulted from a decrease of seventy-two basis points in the cost of interest-bearing liabilities, sufficient to offset a
decrease of sixty-eight basis points in yield earned on interest-earning assets.



During the six months ended June 30, 2004 and 2003, the Bank provided $20,000 and $60,000, respectively, as a provision for loan losses. The allowance for loan losses is based on managements evaluation of the risk inherent in its loan
portfolio and gives due consideration to the changes in general 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, 2004 and 2003, the Bank charged off loans aggregating $82,000 and $51,000, respectively.



Non-interest income increased $26,000 or 2.10% to $1.265 million during the six months ended June 30, 2004 from $1.239 million during the
same 2003 period. The increase resulted from an increase in miscellaneous income of $99,000, sufficient to offset a decrease of $73,000 in fees and service charges.



Non-interest expenses increased by $432,000 or 6.72% to $6.9 million during the six months ended June 30, 2004 when compared with $6.4
million during the same 2003 period. Salaries and employee benefits, advertising and miscellaneous expenses increased $415,000, $14,000 and $89,000, respectively, which was sufficient to offset decreases in occupancy and equipment of $34,000 and
$52,000, respectively, during the 2004 period when compared with the same 2003 period.



Income taxes totalled $2.6 million and $2.5 million during the six months ended June 30, 2004 and 2003, respectively. The increase during the 2004 period resulted from an increase in pre-tax income.



Liquidity and Capital Resources



The Bank is required to maintain levels of liquid assets under the Office of Thrift
Supervision (the OTS) regulations sufficient to ensure the Banks safe and sound operation. The Banks liquidity averaged 2.84% during the month of June 2004. The Bank adjusts its liquidity levels in order to meet funding needs
for deposit outflows, payment of real estate taxes from escrow accounts on mortgage loans, repayment of borrowings, when applicable, and loan funding commitments. The Bank also adjusts its liquidity level as appropriate to meet its asset/liability
objectives.



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF
OPERATIONS



Liquidity and Capital Resources (Contd.)



The Banks primary sources of funds are deposits, amortization and
prepayments of loans and mortgage-backed securities principal, 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, 2004 and 2003. The primary source of cash was net income. Cash dividends paid during the six months ended June 30, 2004 and 2003 amounted to $2.09 million and $2.06 million, respectively.



The primary sources of investing activity are lending and the purchase of mortgage-backed
securities. Net loans amounted to $383.0 million and $378.6 million at June 30, 2004 and December 31, 2003, respectively. Securities available for sale totalled $3.7 million and $3.9 million at June 30, 2004 and December 31, 2003, respectively.
Mortgage-backed securities held to maturity totalled $223.0 million and $218.4 million at June 30, 2004 and December 31, 2003, 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, 2004, advances from the FHLB amounted
to $87.0 million.



The Bank anticipates that it will have sufficient funds
available to meet its current loan commitments. At June 30, 2004, the Bank has outstanding commitments to originate loans of $20.3 million. Certificates of deposit scheduled to mature in one year or less at June 30, 2004, totalled $171.9 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 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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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF
OPERATIONS



Liquidity and Capital Resources (Contd.)



The following table sets forth the Banks capital position at June
30, 2004, as compared to the minimum regulatory capital requirements:



|                                                 |  |        |        |       |                             |   |        |                                                                 |        |  |      |        |  |       |        |  |       |  
|------------------------------------------------ |  | ------ | ------ | ----- | --------------------------- | - | ------ | --------------------------------------------------------------- | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                                                 |  | Actual |        |       | Minimum CapitalRequirements |   |        | To Be WellCapitalized Under PromptCorrective Actions Provisions |       
|                                                 |  | Amount |        | Ratio |                             |   | Amount |                                                                 | Ratio  |  |      | Amount |  | Ratio |       
|                                                 |  |        |        |       |                             |  
|Total Capital (to risk-weighted assets)          |  | $      | 52,790 |       | 16.20                       | % |        | $                                                               | 26,068 |  | 8.00 | %      |  | $     | 32,585 |  | 10.00 | %
|                                                 |  |        |        |       |                             |  
|Tier 1 Capital (to risk-weighted assets)         |  |        | 50,479 |       | 15.49                       | % |        |                                                                 |       |  |     |        |  |       | 19,551 |  | 6.00  | %
|                                                 |  |        |        |       |                             |  
|Core (Tier 1) Capital (to adjusted total assets) |  |        | 50,479 |       | 7.82                        | % |        |                                                                 | 25,836 |  | 4.00 | %      |  |       | 32,295 |  | 5.00  | %
|                                                 |  |        |        |       |                             |  
|Tangible Capital (to adjusted total assets)      |  |        | 50,479 |       | 7.82                        | % |        |                                                                 | 9,689  |  | 1.50 | %      |  |       |       |  |      |  



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

QUANTITATIVE AND QUALITATIVE DISCLOSURE 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 which either reprice or mature within a given period of time. The difference, or the interest rate repricing gap, provides an indication of the extent to which an institutions interest rate spread will
be affected by changes in interest rates. A gap is considered positive when the amount of interest-rate sensitive assets exceeds the amount of interest-rate sensitive liabilities, and is considered negative when the amount of interest rate sensitive
liabilities exceeds the amount of interest-rate sensitive assets. Generally, during a period of rising interest rates, a negative gap within shorter maturities would adversely affect net interest income, while a positive gap within shorter
maturities would result in an increase in net interest income, and during a period of falling interest rates, a negative gap within shorter maturities would result in an increase in net interest income while a positive gap within shorter maturities
would result in a decrease in net interest income.



Because the Banks
interest-bearing liabilities which 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. Securities classified as available for sale provide management with the flexibility to make adjustments to the portfolio given changes in the economic or interest
rate environment, to fulfill unanticipated liquidity needs, or to take advantage of alternative investment opportunities.



Net Portfolio Value. The Banks interest rate sensitivity is monitored by management through the use of the OTS model which estimates the change in the
Banks net portfolio value (NPV) over a range of interest rate scenarios. NPV is the present value of expected cash flows from assets, liabilities, and off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is
defined as the NPV in that scenario divided by the market value of assets in the same scenario. The OTS produces its analysis based upon data submitted on the Banks quarterly Thrift Financial Reports. The following table sets forth the
Banks NPV as of March 31, 2004, the most recent date the Banks NPV was calculated by the OTS.



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



|                                                      |  |                        |         |              |                                            |         |               |  |     |          |  |       |                       |  |      |  
|----------------------------------------------------- |  | ---------------------- | ------- | ------------ | ------------------------------------------ | ------- | ------------- |  | --- | -------- |  | ----- | --------------------- |  | ---- | -
|                                                      |  | Net Portfolio Value    |         |              | NPV as Percent of PortfolioValue of Assets |        
|Change in Interest Rates In Basis Points (Rate Shock) |  | Amount                 |         | DollarChange |                                            |         | PercentChange |  |     | NPVRatio |  |       | Change InBasis Points | 
|                                                      |  | (Dollars in Thousands) |        
|300                                                   |  | $                      | 34,777  |              | $                                          | (59,194 | )             |  | (63 | )        |  | 5.59  | %                     |  | (808 | )
|200                                                   |  |                        | 54,803  |              |                                            | (39,167 | )             |  | (42 | )        |  | 8.51  | %                     |  | (516 | )
|100                                                   |  |                        | 75,145  |              |                                            | (18,826 | )             |  | (20 | )        |  | 11.28 | %                     |  | (239 | )
|Static                                                |  |                        | 93,971  |              |                                            |        |               |  |    |          |  | 13.67 | %                     |  |     |  
|-100                                                  |  |                        | 103,496 |              |                                            | 9,525   |               |  | 10  |          |  | 14.80 | %                     |  | 113  |  



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 which 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

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

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 and Exchange Act of 1934), 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 significant changes
in the Companys internal controls or in any other factors that could significantly affect those controls subsequent to the date of the most recent evaluation of the Companys internal controls by the Company, including any corrective
actions with regard to any significant deficiencies or material weaknesses.



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##### Table of Contents

PAMRAPO BANCORP, INC.



PART II



ITEM 1. Legal Proceedings



Neither the Company nor the Bank are 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 2. Changes in Securities



Not applicable.



ITEM 3. Defaults Upon Senior Securities



Not applicable.



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



The Annual
Stockholders Meeting was held on April 21, 2004. The following matters were submitted to the stockholders:



|                                                                     |  |  |  | 
|-------------------------------------------------------------------- |  |  |  | 
|1.      Election of two directors:                                  
|A.     Directors elected at the meeting for terms to expire in
2007.



|                     |  |                  |  |         
|-------------------- |  | ---------------- |  | --------
|                     |  | Number of Shares
|                     |  | For              |  | Withheld
|Dr. Jamie Portella   |  | 4,836,546        |  | 34,687  
|Mr. James J. Kennedy |  | 4,773,601        |  | 97,632  



The
following directors terms of office as a director continued after the meeting:



(i) Mr. Daniel J. Masarelli

(ii) Mr. William J. Campbell

(iii) Mr. Francis J. ODonnell

(iv) Mr. John A. Morecraft

(v) Mr. Patrick D. Conaghan



|                                                                                                                                   |  |                  |  |         |  |          
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ------- |  | ---------
|                                                                                                                                   |  | Number of Shares
|                                                                                                                                   |  | For              |  | Against |  | Abstained
|2.      The ratification of Radics & Co., LLC as independent auditors of the Company for the fiscal year
ending December 31, 2004. |  | 4,734,070        |  | 132,395 |  | 4,768    



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##### Table of Contents

PAMRAPO BANCORP, INC.



PART II



ITEM 5. Other Information



None.



ITEM 6. Exhibits and Reports on Form 8-K



| | (a) | The following Exhibits are filed as part of this report.
| | --- | --------------------------------------------------------



| | 3.1 | Certificate of Incorporation of Pamrapo Bancorp, Inc.*
| | --- | ------------------------------------------------------



| | 3.2 | By-Laws of Pamrapo Bancorp, Inc.*
| | --- | ---------------------------------



| | 11.0 | 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).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|* | Incorporated herein by reference to 10-K Annual Report for the fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 30, 2001, Commission
File No. 000-18014.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Reports on Form 8-K
| | --- | -------------------



No reports on Form 8-K filed during the period.



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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 5, 2004 |  | By                    |  | /s/  William J. Campbell                  
|                     |  |                       |  | William J. Campbell                       
|                     |  |                       |  | President and Chief Executive Officer     
|                     |  |                      
|Date: August 5, 2004 |  | By:                   |  | /s/  Kenneth D. Walter                    
|                     |  |                       |  | Kenneth D. Walter                         
|                     |  |                       |  | Vice President and Chief Financial Officer



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