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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2004

OR

For the transition period from              to             

Commission File Number 0-18014

PAMRAPO BANCORP, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code 201-339-4600

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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PAMRAPO BANCORP, INC.

AND SUBSIDIARIES

INDEX

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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

See notes to consolidated financial statements.

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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

See notes to consolidated financial statements.

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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

See notes to consolidated financial statements.

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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See notes to consolidated financial statements.

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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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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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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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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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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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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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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:

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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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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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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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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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:

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

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PAMRAPO BANCORP, INC.

PART II

ITEM 5. Other Information

None.

ITEM 6. Exhibits and Reports on Form 8-K

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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