##### 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 March 31, 2005



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  x    No ̈



The number of
shares outstanding of each of the issuers classes of common stock, as of the latest practicable date May 10, 2005.



$.01 par value common stock - 4,975,542 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 Conditionat March 31, 2005 and December 31, 2004 (Unaudited)             |  | 1      
|                               |  |                                                                                                              
|                               |  | Consolidated Statements of Income for theThree Months Ended March 31, 2005 and 2004 (Unaudited)               |  | 2      
|                               |  |                                                                                                              
|                               |  | Consolidated Statements of Comprehensive Income for theThree Months Ended March 31, 2005 and 2004 (Unaudited) |  | 3      
|                               |  |                                                                                                              
|                               |  | Consolidated Statements of Cash Flows for theThree Months Ended March 31, 2005 and 2004 (Unaudited)           |  | 4      
|                               |  |                                                                                                              
|                               |  | Notes to Consolidated Financial Statements                                                                    |  | 5  6  
|                               |  |                                                                                                              
|Item 2:                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                         |  | 7  10 
|                               |  |                                                                                                              
|Item 3:                        |  | Quantitative and Qualitative Disclosure About Market Risk                                                     |  | 11  12
|                               |  |                                                                                                              
|Item 4:                        |  | Controls and Procedures                                                                                       |  | 13     
|                               | 
|PART II -
OTHER INFORMATION    |  |                                                                                                              
|                               |  |                                                                                                              
|Item 1:                        |  | Legal Proceedings                                                                                             |  | 14     
|                               |  |                                                                                                              
|Item 2:                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                   |  | 14     
|                               |  |                                                                                                              
|Item 3:                        |  | Defaults Upon Senior Securities                                                                               |  | 14     
|                               |  |                                                                                                              
|Item 4:                        |  | Submission of Matters to a Vote of Security Holders                                                           |  | 14     
|                               |  |                                                                                                              
|Item 5:                        |  | Other Information                                                                                             |  | 14     
|                               |  |                                                                                                              
|Item 6:                        |  | Exhibits and Reports on Form 8-K                                                                              |  | 14  15
|                               | 
|SIGNATURES                     |  | 16                                                                                                           



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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)



|                                                                                                                                               |  |                |             |   |                  |   |             |  
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                               |  | March 31, 2005 |             |   | December 31,2004 |  
|ASSETS                                                                                                                                         |  |                |             |   |                  |   |             |  
|Cash and amounts due from depository institutions                                                                                              |  | $              | 8,490,575   |   |                  | $ | 5,020,137   |  
|Interest-bearing deposits in other banks                                                                                                       |  |                | 3,180,795   |   |                  |   | 9,578,574   |  
|                                                                                                                                               |  |                |             |   |                  |   |             |  
|Total cash and cash equivalents                                                                                                                |  |                | 11,671,370  |   |                  |   | 14,598,711  |  
|                                                                                                                                               |  |               
|Securities available for sale                                                                                                                  |  |                | 3,423,083   |   |                  |   | 3,639,182   |  
|Investment securities held to maturity; estimated fair value of $9,755,000 (2005) and $9,831,000 (2004)                                        |  |                | 9,281,517   |   |                  |   | 9,308,686   |  
|Mortgage-backed securities held to maturity; estimated fair value of $186,739,000 (2005) and $200,322,000 (2004)                               |  |                | 190,189,382 |   |                  |   | 200,077,102 |  
|Loans receivable                                                                                                                               |  |                | 407,901,842 |   |                  |   | 395,800,481 |  
|Premises and equipment                                                                                                                         |  |                | 3,984,758   |   |                  |   | 4,018,500   |  
|Federal Home Loan Bank stock, at cost                                                                                                          |  |                | 5,151,900   |   |                  |   | 5,151,900   |  
|Interest receivable                                                                                                                            |  |                | 2,868,010   |   |                  |   | 2,702,532   |  
|Other assets                                                                                                                                   |  |                | 5,333,970   |   |                  |   | 4,601,578   |  
|                                                                                                                                               |  |                |             |   |                  |   |             |  
|Total assets                                                                                                                                   |  | $              | 639,805,832 |   |                  | $ | 639,898,672 |  
|                                                                                                                                               |  |                |             |   |                  |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                           |  |                |             |   |                  |   |             |  
|Liabilities:                                                                                                                                   |  |                |             |   |                  |   |             |  
|Deposits                                                                                                                                       |  | $              | 488,461,653 |   |                  | $ | 489,349,688 |  
|Advances from Federal Home Loan Bank of New York                                                                                               |  |                | 89,000,000  |   |                  |   | 89,000,000  |  
|Other borrowed money                                                                                                                           |  |                | 74,783      |   |                  |   | 83,722      |  
|Advance payments by borrowers for taxes and insurance                                                                                          |  |                | 3,345,774   |   |                  |   | 3,336,744   |  
|Other liabilities                                                                                                                              |  |                | 2,953,618   |   |                  |   | 3,014,303   |  
|                                                                                                                                               |  |                |             |   |                  |   |             |  
|Total liabilities                                                                                                                              |  |                | 583,835,828 |   |                  |   | 584,784,457 |  
|                                                                                                                                               |  |                |             |   |                  |   |             |  
|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 and 4,974,913 shares, respectively,
outstanding |  |                | 69,000      |   |                  |   | 69,000      |  
|Paid-in capital in excess of par value                                                                                                         |  |                | 19,052,863  |   |                  |   | 19,041,357  |  
|Retained earnings - substantially restricted                                                                                                   |  |                | 59,275,511  |   |                  |   | 58,387,028  |  
|Accumulated other comprehensive income - Unrealized gain on securities available for sale                                                      |  |                | 271,222     |   |                  |   | 315,468     |  
|Treasury stock, at cost; 1,924,458 and 1,925,087 shares, respectively                                                                          |  |                | (22,698,592 | ) |                  |   | (22,698,638 | )
|                                                                                                                                               |  |                |             |   |                  |   |             |  
|Total stockholders equity                                                                                                                     |  |                | 55,970,004  |   |                  |   | 55,114,215  |  
|                                                                                                                                               |  |                |             |   |                  |   |             |  
|Total liabilities and stockholders equity                                                                                                     |  | $              | 639,805,832 |   |                  | $ | 639,898,672 |  
|                                                                                                                                               |  |                |             |   |                  |   |             |  



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 March 31,
|                                                                                   |  | 2005                         |           | 2004
|Interest income:                                                                   |  |                              |           |      |   |          
|Loans                                                                              |  | $                            | 6,380,812 |      | $ | 6,132,688
|Mortgage-backed securities                                                         |  |                              | 2,329,276 |      |   | 2,452,861
|Investments and other interest-earning assets                                      |  |                              | 304,735   |      |   | 243,960  
|                                                                                   |  |                              |           |      |   |          
|Total interest income                                                              |  |                              | 9,014,823 |      |   | 8,829,509
|                                                                                   |  |                              |           |      |   |          
|Interest expense:                                                                  |  |                              |           |      |   |          
|Deposits                                                                           |  |                              | 2,068,692 |      |   | 2,024,312
|Advances and other borrowed money                                                  |  |                              | 818,022   |      |   | 797,691  
|                                                                                   |  |                              |           |      |   |          
|Total interest expense                                                             |  |                              | 2,886,714 |      |   | 2,822,003
|                                                                                   |  |                              |           |      |   |          
|Net interest income                                                                |  |                              | 6,128,109 |      |   | 6,007,506
|Provision for loan losses                                                          |  |                              | 60,000    |      |   | 10,000   
|                                                                                   |  |                              |           |      |   |          
|Net interest income after provision for loan losses                                |  |                              | 6,068,109 |      |   | 5,997,506
|                                                                                   |  |                              |           |      |   |          
|Non-interest income:                                                               |  |                              |           |      |   |          
|Fees and service charges                                                           |  |                              | 313,601   |      |   | 320,455  
|Miscellaneous                                                                      |  |                              | 309,714   |      |   | 291,234  
|                                                                                   |  |                              |           |      |   |          
|Total non-interest income                                                          |  |                              | 623,315   |      |   | 611,689  
|                                                                                   |  |                              |           |      |   |          
|Non-interest expenses:                                                             |  |                              |           |      |   |          
|Salaries and employee benefits                                                     |  |                              | 1,983,677 |      |   | 1,926,709
|Net occupancy expense of premises                                                  |  |                              | 266,082   |      |   | 247,562  
|Equipment                                                                          |  |                              | 321,491   |      |   | 303,955  
|Advertising                                                                        |  |                              | 52,153    |      |   | 61,907   
|Miscellaneous                                                                      |  |                              | 744,159   |      |   | 826,011  
|                                                                                   |  |                              |           |      |   |          
|Total non-interest expenses                                                        |  |                              | 3,367,562 |      |   | 3,366,144
|                                                                                   |  |                              |           |      |   |          
|Income before income taxes                                                         |  |                              | 3,323,862 |      |   | 3,243,051
|Income taxes                                                                       |  |                              | 1,340,760 |      |   | 1,296,564
|                                                                                   |  |                              |           |      |   |          
|Net income                                                                         |  | $                            | 1,983,102 |      | $ | 1,946,487
|                                                                                   |  |                              |           |      |   |          
|Net income per common shares:                                                      |  |                              |           |      |   |          
|Basic                                                                              |  | $                            | 0.40      |      | $ | 0.39     
|                                                                                   |  |                              |           |      |   |          
|Diluted                                                                            |  | $                            | 0.40      |      | $ | 0.39     
|                                                                                   |  |                              |           |      |   |          
|Dividends per common share                                                         |  | $                            | 0.22      |      | $ | 0.21     
|                                                                                   |  |                              |           |      |   |          
|Weighted average number of common shares and common stock equivalents outstanding: |  |                              |           |      |   |          
|Basic                                                                              |  |                              | 4,975,248 |      |   | 4,974,313
|                                                                                   |  |                              |           |      |   |          
|Diluted                                                                            |  |                              | 4,989,972 |      |   | 5,001,164
|                                                                                   |  |                              |           |      |   |          



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 March 31, |          
|                                                                      |  | 2005                         |           |   | 2004 |  
|Net income                                                            |  | $                            | 1,983,102 |   |      | $ | 1,946,487 |  
|                                                                      |  |                              |           |   |      |   |           |  
|Other comprehensive (loss) income, net of income taxes:               |  |                              |           |   |      |   |           |  
|Gross unrealized holding (loss) gain on securities available for sale |  |                              | (73,346   | ) |      |   | 8,149     |  
|Deferred income taxes                                                 |  |                              | 29,100    |   |      |   | (3,300    | )
|                                                                      |  |                              |           |   |      |   |           |  
|Other comprehensive (loss) income                                     |  |                              | (44,246   | ) |      |   | 4,849     |  
|                                                                      |  |                              |           |   |      |   |           |  
|Comprehensive income                                                  |  | $                            | 1,938,856 |   |      | $ | 1,951,336 |  
|                                                                      |  |                              |           |   |      |   |           |  



See notes to consolidated financial
statements.



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                              |  |                              |             |   |      |   |            |  
|----------------------------------------------------------------------------- |  | ---------------------------- | ----------- | - | ---- | - | ---------- | -
|                                                                              |  | Three Months Ended March 31, |            
|                                                                              |  | 2005                         |             |   | 2004 |  
|Cash flows from operating activities:                                         |  |                              |             |   |      |   |            |  
|Net income                                                                    |  | $                            | 1,983,102   |   |      | $ | 1,946,487  |  
|Adjustments to reconcile net income to cash provided by operating activities: |  |                              |             |   |      |   |            |  
|Depreciation of premises and equipment and investment in real estate          |  |                              | 138,514     |   |      |   | 133,552    |  
|Amortization of premiums and discounts, net                                   |  |                              | 33,824      |   |      |   | 216,384    |  
|Accretion of deferred loan fees, net                                          |  |                              | 60,860      |   |      |   | 70,351     |  
|Provision for loan losses                                                     |  |                              | 60,000      |   |      |   | 10,000     |  
|(Increase) in interest receivable                                             |  |                              | (165,478    | ) |      |   | (90,987    | )
|(Increase) in other assets                                                    |  |                              | (703,292    | ) |      |   | (599,055   | )
|(Decrease) increase in other liabilities                                      |  |                              | (60,685     | ) |      |   | 1,481,540  |  
|Award of treasury stock                                                       |  |                              | 15,159      |   |      |   |           |  
|                                                                              |  |                              |             |   |      |   |            |  
|Net cash provided by operating activities                                     |  |                              | 1,362,004   |   |      |   | 3,168,272  |  
|                                                                              |  |                              |             |   |      |   |            |  
|Cash flow from investing activities:                                          |  |                              |             |   |      |   |            |  
|Principal repayments on securities available for sale                         |  |                              | 153,587     |   |      |   | 96,390     |  
|Purchases of securities available for sale                                    |  |                              | (10,833     | ) |      |   | (8,007     | )
|Principal repayments on mortgage-backed securities held to maturity           |  |                              | 9,881,064   |   |      |   | 11,432,109 |  
|Purchases of mortgage-backed securities held to maturity                      |  |                              |            |   |      |   | (5,029,688 | )
|Net change in loans receivable                                                |  |                              | (12,222,221 | ) |      |   | (186,138   | )
|Additions to premises and equipment                                           |  |                              | (104,772    | ) |      |   | (46,732    | )
|                                                                              |  |                              |             |   |      |   |            |  
|Net cash (used in) provided by investing activities                           |  |                              | (2,303,175  | ) |      |   | 6,257,934  |  
|                                                                              |  |                              |             |   |      |   |            |  
|Cash flows from financing activities:                                         |  |                              |             |   |      |   |            |  
|Net (decrease) increase in deposits                                           |  |                              | (888,035    | ) |      |   | (2,277,423 | )
|Net increase in advances from Federal Home Loan Bank of New York              |  |                              |            |   |      |   | 2,000,000  |  
|Net (decrease) in other borrowed money                                        |  |                              | (8,939      | ) |      |   | (8,254     | )
|Net increase (decrease) in payments by borrowers for taxes and insurance      |  |                              | 9,030       |   |      |   | (148,758   | )
|Cash dividends paid                                                           |  |                              | (1,094,619  | ) |      |   | (1,044,606 | )
|Purchase of treasury stock                                                    |  |                              | (14,082     | ) |      |   |           |  
|Sale of treasury stock                                                        |  |                              | 10,475      |   |      |   |           |  
|                                                                              |  |                              |             |   |      |   |            |  
|Net cash (used in) financing activities                                       |  |                              | (1,986,170  | ) |      |   | (1,479,041 | )
|                                                                              |  |                              |             |   |      |   |            |  
|Net increase in cash and cash equivalents                                     |  |                              | (2,927,341  | ) |      |   | 7,947,165  |  
|Cash and cash equivalents - beginning                                         |  |                              | 14,598,711  |   |      |   | 10,126,482 |  
|                                                                              |  |                              |             |   |      |   |            |  
|Cash and cash equivalents - ending                                            |  | $                            | 11,671,370  |   |      | $ | 18,073,647 |  
|                                                                              |  |                              |             |   |      |   |            |  
|Supplemental information:                                                     |  |                              |             |   |      |   |            |  
|Cash paid during the period for:                                              |  |                              |             |   |      |   |            |  
|Interest on deposits and borrowings                                           |  | $                            | 2,893,172   |   |      | $ | 2,702,458  |  
|                                                                              |  |                              |             |   |      |   |            |  
|Income taxes                                                                  |  | $                            | 900,000     |   |      | $ | 850,000    |  
|                                                                              |  |                              |             |   |      |   |            |  



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 U.S.
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 months ended March 31, 2005, 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.



4. 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 or on income 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.



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##### Table of Contents

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



4. CRITICAL ACCOUNTING POLICIES (Contd)



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.



5. RECENT ACCOUNTING PRONOUNCEMENTS



In
December 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123(R), Share-Based Payment. Statement No. 123(R) revised Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB
Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. Statement No. 123(R) will require compensation costs related to share-based payment transactions to be recognized in the financial
statements (with limited exceptions). The amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. Compensation costs will be recognized over the period that an employee provides
service in exchange for the award.



On April 14, 2005, the Securities and
Exchange Commission (SEC) adopted a new rule that amends the compliance dates for Financial Accounting Standards Boards Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS
No. 123R). Under the new rule, the Company is required to adopt SFAS No. 123R in the first annual period beginning after (June 15, 2005 for non SB issuers, first annual period beginning after December 15, 2005 for SB issuers). The Company has
not yet determined the method of adoption or the effect of adopting SFAS No. 123R, and it has not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS No. 123.



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##### Table of Contents

ITEM 2



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 actual results of the Company could differ materially from those management expectations. Factors that could cause future results to vary from current management
expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax
authorities, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of loan and investment portfolios of the Bank, changes in
accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Companys operations, markets, products, services and prices.



Changes in Financial Condition



The Companys assets at March 31, 2005 totaled $639.8 million, which represents a
decrease of $93,000 as compared with $639.9 million at December 31, 2004.



Securities available for sale at March 31, 2005, decreased $216,000 or 5.9% to $3.4 million when compared with $3.6 million at December 31, 2004. The decrease during the three months ended March 31, 2004, resulted primarily from repayments
on securities available for sale of $154,000, and a decrease in net unrealized gain of $73,000 sufficient to offset purchases of $11,000.



Investment securities held to maturity at March 31, 2005, remained unchanged at $9.3 million when compared with December 31, 2004. Mortgage-backed securities held to
maturity at March 31, 2005 decreased $9.9 million or 4.9% to $190.2 million when compared with $200.1 million at December 31, 2004. During the three months ended March 31, 2005, repayments of mortgage-backed securities held to maturity amounted to
$9.9 million.



Net loans amounted to $407.9 million at March 31, 2005, as
compared to $395.8 million at December 31, 2004, which represents an increase of $12.1 million or 3.1%. The increase during the three months ended March 31, 2004 resulted primarily from loan originations exceeding principal repayments.



Deposits at March 31, 2005 totaled $488.5 million as compared with $489.3 million at
December 31, 2004, representing a decrease of $888,000.



Advances from the
Federal Home Loan Bank of New York (FHLB) amounted to $89.0 million at March 31, 2005 and December 31, 2004.



Stockholders equity totaled $56.0 million and $55.1 million at March 31, 2005, and December 31, 2004, respectively. The increase of $856,000 was primarily the
result of the net income for three months ended March 31, 2005, of $2.0 million, partially offset by cash dividends paid of $1.1 million.



Comparison of Operating Results for the Three Months Ended March 31, 2005 and 2004



Net income increased $37,000 or 1.9% to $1.983 million for the three months ended March 31, 2005, compared with $1.946 million for the same
2004 period. The increase in net income during the 2005 period resulted from increases in total interest income and non-interest income, partially offset by increases in total interest expense, provision for loan losses, non-interest expenses and
income taxes.



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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
March 31, 2005 and 2004 (Contd.)



Interest income on loans increased
by $248,000 or 4.0% to $6.4 million during the three months ended March 31, 2005, when compared with $6.1 million for the same 2004 period. The increase during the 2005 period resulted from an increase of $24.9 million in the average balance of loan
outstanding, sufficient to offset a decrease of fifteen basis points in the yield earned on loans. Interest on mortgage-backed securities decreased $124,000 or 5.0% to $2.3 million during the three months ended March 31, 2005, when compared with
$2.5 million for the same 2004 period. The decrease during the 2005 period resulted from a decrease of $21.6 million or 9.9% in the average balance of mortgage-backed securities outstanding, which was partially offset by a twenty-four basis point
increase in the yield earned on the mortgage-backed securities. Interest earned on investments and other interest-earning assets increased by $61,000 or 25.0% to $305,000 during the three months ended March 31, 2005, when compared to $244,000 during
the same 2004 period primarily due to an increase of seventy-four basis points in the yield on the portfolio as well as an increase of $1.1 million in the average balance of such assets outstanding.



Interest expense on deposits increased $45,000 or 2.2% to $2.1 million during the three
months ended March 31, 2005, when compared to $2.0 million during the same 2004 period. Such increase was primarily attributable to an increase of eight basis points in the cost of interest-bearing deposits, which was sufficient to offset a decrease
of $8.7 million or 1.9% in the average balance of interest-bearing deposits. Interest expense on advances and other borrowed money increased by $20,000 or 2.5% to $818,000 during the three months ended March 31, 2005, when compared with $798,000
during the same 2004 period, primarily due to a two basis point increase in the cost of advances and other borrowed money, as well as an increase of $1.6 million in the average balance of advances and other borrowed money outstanding.



Net interest income increased $120,000 or 2.0% during the three months ended March 31, 2005
when compared with the same 2004 period. Such increase was due to an increase in total interest income of $185,000, sufficient to offset an increase in total interest expense of $65,000. The Banks net interest rate spread was 3.62% in 2005
unchanged from the same 2004 period. An increase of eight basis points in the yield of interest-earning assets was offset by an eight basis point increase in the cost of interest-bearing liabilities.



During the three months ended March 31, 2005 and 2004, the Bank provided $60,000 and $10,000,
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 March 31, 2005 and 2004, the Banks non-performing loans,
which were delinquent ninety days or more, totaled $3.2 million or 0.50% of total assets and $1.8 million or 0.28% of total assets, respectively. At March 31, 2005, $885,000 of non-performing loans were accruing interest and $2.3 million were on
nonaccrual status. The non-performing loans primarily consist of one-to-four family mortgage loans. During the three months ended March 31, 2005 and 2004, the Bank charged off loans aggregating $7,000 and $27,000, respectively. The allowance for
loan losses amounted to $2.6 million at March 31, 2005, representing 0.64% of total loans and 81.25% of loans delinquent ninety days or more, and $2.5 million at March 31, 2004, representing 0.65% of total loans and 138.9% of loans delinquent ninety
days or more.



Non-interest income increased $11,000 or 1.8% to $623,000 during
the three months ended March 31, 2005, from $612,000 during the same 2004 period, which resulted from an increase in miscellaneous income of $18,000 partially offset by a decrease in fees and service charges of $7,000.



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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
March 31, 2005 and 2004 (Contd.)



Non-interest expenses increased
slightly by $2,000 to $3.368 million during the three months ended March 31, 2005, when compared with $3.366 million during the same 2004 period. Salaries and employee benefits, net occupancy and equipment expenses increased $57,000, $19,000 and
$18,000, respectively, which was sufficient to offset decreases in advertising, and miscellaneous expenses of $10,000 and $82,000, respectively, during the 2005 period when compared with the same 2004 period.



Income taxes totaled $1.34 million and $1.30 million during the three months ended March 31,
2005 and 2004, respectively. The increase during the 2005 period resulted from an increase in pre-tax income of $81,000.



Liquidity and Capital Resources



The Bank is required by Office of Thrift Supervision (the OTS) regulations to maintain sufficient liquidity to ensure the Banks safe and sound
operation. The Banks liquidity averaged 2.58% during the month of March 2005. The Bank adjusts its liquidity levels in order to meet funding needs for deposit outflows, payment of real estate taxes from escrow accounts on mortgage loans,
repayment of borrowings, when applicable, and loan funding commitments. The Bank also adjusts its liquidity level as appropriate to meet its asset/liability objectives.



The Banks primary sources of funds are deposits, amortization and prepayments of loans and mortgage-backed securities 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 three months ended March 31, 2005 and
2004. The primary source of cash was net income. Cash dividends paid during the three months ended March 31, 2005 and 2004, amounted to $1.10 million and $1.05 million, respectively.



The primary sources of investing activity are lending and the purchase of mortgage-backed securities. Net loans amounted to $407.9 million
and $395.8 million at March 31, 2005 and December 31, 2004, respectively. Securities available for sale totaled $3.4 million and $3.6 million at March 31, 2005 and December 31, 2004, respectively. Mortgage-backed securities held to maturity totaled
$190.2 million and $200.1 million at March 31, 2005, and December 31, 2004. In addition to funding new loan production and mortgage-backed securities purchases through operating and financing activities, such activities were funded by principal
repayments on existing loans and mortgage-backed securities.



Liquidity
management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments, such as federal funds and interest-bearing deposits. If the Bank requires funds beyond its ability to
generate them internally, borrowing agreements exist with the FHLB which provide an additional source of funds. At March 31, 2005, advances from the FHLB amounted to $89.0 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



Liquidity and Capital Resources (Contd.)



The Bank anticipates that it will have sufficient funds available to meet
its current loan commitments. At March 31, 2005, the Bank had outstanding commitments to originate loans of $19.3 million. Certificates of deposit scheduled to mature in one year or less at March 31, 2005, totaled $162.1 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.



The following table sets forth the Banks capital position at
March 31, 2005, as compared to the minimum regulatory capital requirements (dollars in thousands):



|                                                |  |        |        |       |                             |   |        |                                                                 |        |  |      |        |  |       |        |  |       |  
|----------------------------------------------- |  | ------ | ------ | ----- | --------------------------- | - | ------ | --------------------------------------------------------------- | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                                                |  | Actual |        |       | Minimum CapitalRequirements |   |        | To Be WellCapitalized Under PromptCorrective Actions Provisions |       
|                                                |  | Amount |        | Ratio |                             |   | Amount |                                                                 | Ratio  |  |      | Amount |  | Ratio |       
|Total Capital(to risk-weighted assets)          |  | $      | 55,125 |       | 16.10                       | % |        | $                                                               | 27,393 |  | 8.00 | %      |  | $     | 34,242 |  | 10.00 | %
|Tier 1 Capital(to risk-weighted assets)         |  |        | 52,746 |       | 15.40                       | % |        |                                                                 |       |  |     |        |  |       | 20,545 |  | 6.00  | %
|Core (Tier 1)Capital (to adjusted total assets) |  |        | 52,746 |       | 8.23                        | % |        |                                                                 | 25,634 |  | 4.00 | %      |  |       | 32,043 |  | 5.00  | %
|Tangible Capital(to adjusted total assets)      |  |        | 52,746 |       | 8.23                        | % |        |                                                                 | 9,613  |  | 1.50 | %      |  |       |       |  |      |  



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##### Table of Contents

ITEM 3





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 December 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



|                                                      |        |                     |              |                        |                                             |               |   |  |          |   |  |                       |   |  |      |  
|----------------------------------------------------- | ------ | ------------------- | ------------ | ---------------------- | ------------------------------------------- | ------------- | - |  | -------- | - |  | --------------------- | - |  | ---- | -
|Change in Interest Rates In Basis Points (Rate Shock) |        | Net Portfolio Value |              |                        | NPV as Percent of Portfolio Value of Assets |              
|                                                      | Amount |                     | DollarChange |                        |                                             | PercentChange |   |  | NPVRatio |   |  | Change InBasis Points |  
|                                                      |        |                     |              | (Dollars in Thousands) |                                             |               |   | 
|300                                                   |        | $                   | 39,589       |                        | $                                           | (55,727       | ) |  | (58      | ) |  | 6.35                  | % |  | (754 | )
|200                                                   |        |                     | 58,474       |                        |                                             | (36,843       | ) |  | (39      | ) |  | 9.08                  |   |  | (482 | )
|100                                                   |        |                     | 78,008       |                        |                                             | (17,308       | ) |  | (18      | ) |  | 11.71                 |   |  | (218 | )
|Static                                                |        |                     | 95,316       |                        |                                             |              |   |  |         |   |  | 13.90                 |   |  |     |  
|-100                                                  |        |                     | 105,769      |                        |                                             | 10,453        |   |  | 11       |   |  | 15.13                 |   |  | 124  |  



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

ITEM 4



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 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

PAMRAPO BANCORP, INC.



PART II



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 2. Unregistered Sales of Equity Securities and Use of Proceeds



Not applicable.



ITEM 3. Defaults Upon Senior Securities



Not applicable.



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



None.



ITEM 5. Other Information



None



ITEM 6. Exhibits and Reports on Form 8-K



The following Exhibits are filed as part of this report.



|      |  |                                                                                                                                                                    
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1.1 |  | Certificate of Incorporation of Pamrapo Bancorp, Inc., as filed with the State of New Jersey on February 7, 2001.(1)                                               
|      | 
|3.1.2 |  | Certificate of Amendment to Certificate of Incorporation of Pamrapo Bancorp, Inc., as filed with the State of New Jersey on May 1, 2003.(2)                        
|      | 
|3.2   |  | Bylaws of Pamrapo Bancorp, Inc.(1)                                                                                                                                 
|      | 
|4     |  | Stock Certificate of Pamrapo Bancorp, Inc.(3)                                                                                                                      
|      | 
|10.1  |  | Employment Agreement between the Bank and William J. Campbell.(3)(A)                                                                                               
|      | 
|10.2  |  | Employment Agreement between the Company and William J. Campbell.(3)(A)                                                                                            
|      | 
|10.3  |  | Special Termination Agreement (Hughes).(4)(A)                                                                                                                      
|      | 
|10.4  |  | Special Termination Agreement (Russo).(3)(A)                                                                                                                       
|      | 
|10.5  |  | Change of Control Agreement (Walter).(5)(A)                                                                                                                        
|      | 
|10.6  |  | Board of Directors Compensation and Trust Agreement.(3)                                                                                                           
|      | 
|10.7  |  | Pamrapo Bancorp, Inc. 2003 Stock-Based Incentive Plan.(6)(A)                                                                                                       
|      | 
|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).



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##### Table of Contents

PAMRAPO BANCORP, INC.



PART II



ITEM 6. Exhibits and Reports on Form 8-K (Contd.)



|    |  |                                                                                                                                          
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Incorporated herein by reference to the Form 10-K Annual Report, filed on April 30, 2001.                                                
|    | 
|(2) |  | Incorporated herein by reference to the Form 10-Q Quarterly Report, filed on November 12, 2003.                                          
|    | 
|(3) |  | Incorporated herein by reference to the Form S-1 Registration Statement, as amended, filed on August 11, 1989, Registration No. 33-30370.
|    | 
|(4) |  | Incorporated herein by reference to the Form 10-Q Quarterly Report, filed on May 6, 1997.                                                
|    | 
|(5) |  | Incorporated herein by reference to the Form 10-K Annual Report, filed on March 27, 2002.                                                
|    | 
|(6) |  | Incorporated herein by reference to the 2003 Annual Meeting Proxy Statement, filed on March 31, 2003.                                    
|    | 
|(A) |  | 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: May 10, 2005 |  | By                    |  | /s/ William J. Campbell                   
|                   |  |                       |  | William J. Campbell                       
|                   |  |                       |  | President and Chief Executive Officer     
|                   |  |                      
|Date: May 10, 2005 |  | By:                   |  | /s/ Kenneth D. Walter                     
|                   |  |                       |  | Kenneth D. Walter                         
|                   |  |                       |  | Vice President and Chief Financial Officer



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