<PAGE> 1


As filed with the Securities and Exchange Commission on June 27, 2003
Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              PAMRAPO BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

            NEW JERSEY                                   22-2984813
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)


                                  611 AVENUE C
                            BAYONNE, NEW JERSEY 07002
          (Address, including zip code of Principal Executive Offices)

              PAMRAPO BANCORP, INC. 2003 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                      ------------------------------------


WILLIAM J. CAMPBELL                             COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER           DOUGLAS P. FAUCETTE, ESQUIRE
PAMRAPO BANCORP, INC.                           THOMAS P. HUTTON, ESQUIRE
611 AVENUE C                                    MULDOON MURPHY & FAUCETTE LLP
BAYONNE, NEW JERSEY  07002                      5101 WISCONSIN AVENUE, N.W.
(201) 339-4600                                  WASHINGTON, DC  20016
(Name, address, including zip code, and         (202) 362-0840
telephone number, including area code,
of agent for service)


<TABLE>
<CAPTION>
===============================================================================================
    Title of                          Proposed        Proposed maximum       Amount of
securities to be     Amount to be      maximum        aggregate offering   registration
   registered        registered(1)   offering price       price                fee
                                     per share
-----------------------------------------------------------------------------------------------
<S>                  <C>             <C>              <C>                  <C>

  Common Stock       154,380         $18.37(3)        $2,835,961           $229
 $.01 par Value      Shares (2)
================================================================================================
</TABLE>

(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the Pamrapo Bancorp, Inc. 2003 Stock-Based Incentive Plan (the "Plan") as the
   result  of a  stock  split,  stock  dividend  or  similar  adjustment  of the
   outstanding common stock of Pamrapo Bancorp,  Inc. (the "Company"),  pursuant
   to 17 C.F.R. ss. 230.416(a).
(2)Represents  the total number of shares  currently  reserved or available  for
   issuance as stock options and restricted stock awards pursuant to the Plan.
(3)Estimated   solely  for  the  purpose  of  calculating   the  amount  of  the
   registration  fee.  Pursuant to Rule 457(c) under the Securities Act of 1933,
   as amended  (the  "Securities  Act").  The price per share is estimated to be
   $18.37 based upon the average high and low price of the Company  common stock
   as reported on the Nasdaq National Market on June 26, 2003.


<PAGE> 2



PAMRAPO BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEMS 1 & 2. The documents  containing the  information for the Plan required by
Part I of the  Registration  Statement will be sent or given to the participants
in the Plan as specified by Rule  428(b)(1).  Such  documents are not filed with
the  Securities  and Exchange  Commission  (the "SEC")  either as a part of this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424, in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The Registrant's  Annual Report on Form 10-K for the fiscal year ended
December  31, 2002,  which  includes the  consolidated  statements  of financial
condition of Pamrapo Bancorp,  Inc. and its subsidiaries as of December 31, 2002
and 2001, and the related  consolidated  statements of income and  comprehensive
income,  changes in shareholders' equity and cash flows for each of the years in
the three-year  period ended December 31, 2002,  filed with the SEC on March 31,
2003 (File No. 000-18014).

      (b) The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2003 (File No. 000-18014), filed with the SEC on April 30, 2003.

      (c)  The  description  of the  Company's  common  stock  contained  in the
Company's  Form 8-A (File No.  000-30753),  as filed  with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15  promulgated  thereunder,  on November 10, 1989, as  incorporated by
reference from the Company's Form S-1 (Registration  No. 33-30370),  as amended,
initially filed on August 11, 1989.

      (d) All documents filed by the Company  pursuant to Section 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a  post-effective  amendment  which  deregisters  all securities  then remaining
unsold.



                                      2

<PAGE> 3



      ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT,  OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The validity of the common stock  offered  hereby has been passed upon for
the Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of Pamrapo Bancorp,  Inc. (the  "Registrant" or the
"Corporation")  are  indemnified  and held  harmless  against  liability  to the
fullest extent permissible under the general corporation law of New Jersey as it
currently exists or as it may be amended,  provided any such amendment  provides
broader  indemnification  provisions than currently exist. This  indemnification
applies to the Board of  Directors  with  respect to its  administration  of the
Plan.

TENTH:
-----

A.    Each  person  who  was  or is made a party or is  threatened  to be made a
      party to or is  otherwise  involved  in any  action,  suit or  proceeding,
      whether civil,  criminal,  administrative or investigative  (hereinafter a
      "proceeding"),  by reason of the fact that he or she is or was a  director
      or an officer of the  Corporation  or is or was  serving at the request of
      the  Corporation  as a  director,  officer,  employee  or agent of another
      corporation or of a partnership, joint venture, trust or other enterprise,
      including service with respect to an employee benefit plan (hereinafter an
      "indemnitee"),  whether the basis of such  proceeding is alleged action in
      an official capacity as a director,  officer,  employee or agent or in any
      other  capacity while serving as a director,  officer,  employee or agent,
      shall be indemnified  and held harmless by the  Corporation to the fullest
      extent authorized by the New Jersey Business  Corporation Act, as the same
      exists  or may  hereafter  be  amended  (but,  in  the  case  of any  such
      amendment,  only to the extent that such amendment permits the Corporation
      to provide  broader  indemnification  rights than such law  permitted  the
      Corporation  to provide  prior to such  amendment),  against all  expense,
      liability and loss (including attorneys' fees, judgments,

                                      3

<PAGE> 4



      fines,  ERISA excise taxes or  penalties  and amounts paid in  settlement)
      reasonably   incurred  or  suffered  by  such   indemnitee  in  connection
      therewith; provided, however, that, except as provided in Section C hereof
      with respect to  proceedings  to enforce  rights to  indemnification,  the
      Corporation  shall  indemnify any such  indemnitee  in  connection  with a
      proceeding (or part thereof) was authorized by the Board of Directors.

B.    The right to  indemnification conferred in Section A of this Article shall
      include the right to be paid by the Corporation  the expenses  incurred in
      defending  any  such  proceeding  in  advance  of  its  final  disposition
      (hereinafter an "advancement of expenses");  PROVIDED,  HOWEVER,  that, if
      the New Jersey  Business  Corporation  Act  requires,  an  advancement  of
      expenses incurred by an indemnitee in his or her capacity as a director or
      officer (and not in any other capacity in which service was or is rendered
      by such indemnitee, including, without limitation, services to an employee
      benefit  plan) shall be made only upon delivery to the  Corporation  of an
      undertaking  (hereinafter  an  "undertaking"),  by or on  behalf  of  such
      indemnitee,  to repay all amounts so advanced  if it shall  ultimately  be
      determined by final judicial decision from which there is no further right
      to appeal (hereinafter a "final adjudication") that such indemnitee is not
      entitled  to be  indemnified  for such  expenses  under  this  Section  or
      otherwise.  The  rights  to  indemnification  and  to the  advancement  of
      expenses  conferred in Sections A and B of this Article  shall be contract
      rights and such rights shall  continue as to an indemnitee  who has ceased
      to be a  director,  officer,  employee  or agent  and  shall  inure to the
      benefit of the indemnitee's heirs, executors and administrators.

C.    If a claim under Section A or B of this Article is not paid in full by the
      Corporation  within sixty days after a written  claim has been received by
      the  Corporation,  except  in the case of a claim  for an  advancement  of
      expenses,  in which case the  applicable  period shall be twenty days, the
      indemnitee may at any time  thereafter  bring suit against the Corporation
      to recover the unpaid  amount of the claim.  If  successful in whole or in
      part in any such suit, or in a suit brought by the  Corporation to recover
      an advancement of expenses  pursuant to the terms of an  undertaking,  the
      indemnitee  shall be entitled to be paid also the expenses of  prosecuting
      or  defending  such suit.  In (i) any suit  brought by the  indemnitee  to
      enforce a right to indemnification hereunder (but not in a suit brought by
      the  indemnitee to enforce a right to an advancement of expenses) it shall
      be a defense that,  and (ii) in any suit by the  Corporation to recover an
      advancement  of  expenses  pursuant  to the  terms of an  undertaking  the
      Corporation  shall be  entitled  to  recover  such  expenses  upon a final
      adjudication that, the indemnitee has not met any applicable  standard for
      indemnification  set forth in the New  Jersey  Business  Corporation  Act.
      Neither the failure of the Corporation  (including its Board of Directors,
      independent   legal  counsel,   or  its   stockholders)  to  have  made  a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of conduct  set forth in the New Jersey
      Business  Corporation Act, nor an actual  determination by the Corporation
      (including  its board of  directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the indemnitee, be a defense to such suit. In any suit brought

                                      4

<PAGE> 5



      by  the  indemnitee  to  enforce  a  right  to  indemnification  or  to an
      advancement  of expenses  hereunder,  or by the  Corporation to recover an
      advancement  of  expenses  pursuant  to the terms of an  undertaking,  the
      burden of proving that the  indemnitee is not entitled to be  indemnified,
      or to such advancement of expenses,  under this Article or otherwise shall
      be on the Corporation.

D.    The rights to indemnification and to the advancement of expenses conferred
      in this Article shall not be exclusive of any other right which any person
      may  have or  hereafter  acquire  under  any  statute,  the  Corporation's
      certificate of incorporation,  by-laws, agreement, vote of stockholders or
      disinterested directors or otherwise.

E.    The Corporation may maintain insurance,  at its expense, to protect itself
      and any director, officer, employee or agent of the Corporation or another
      corporation, partnership, joint venture, trust or other enterprise against
      any expense,  liability or loss, whether or not the Corporation would have
      the power to indemnify such person against such expense, liability or loss
      under the New Jersey Business Corporation Act.

F.    The  Corporation  may, to the extent  authorized  from time to time by the
      Board of Directors grant rights to indemnification  and to the advancement
      of expenses to any  employee  or agent of the  Corporation  to the fullest
      extent  of  the   provisions   of  this   Article   with  respect  to  the
      indemnification  and  advancement of expenses of directors and officers of
      the Corporation.

ELEVENTH:  A director of this Corporation  shall not be personally liable to the
--------
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability:  (i) for any breach of the director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law;  (iii) under  Section  14A:  6-12 of the New Jersey  Business
Corporation  Act; or (iv) for any transaction from which the Director derived an
improper personal benefit. If the New Jersey Business Corporation Act is amended
after approval by the stockholders of this article to authorize corporate action
further  eliminating or limiting the personal  liability of directors,  then the
liability of a director of the corporation shall be eliminated or limited to the
fullest  extent  permitted  by the New Jersey  Business  Corporation  Act, as so
amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.



                                      5

<PAGE> 6



ITEM 8.   LIST OF EXHIBITS

      The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):

      5.0     Opinion of Muldoon Murphy & Faucette LLP as to the legality of the
              Common Stock to be issued.

      10.1    Pamrapo Bancorp, Inc. 2003 Stock-Based Incentive Plan.1

      23.1    Consent of Muldoon Murphy & Faucette LLP (contained in the opinion
              included in Exhibit 5.0).

      23.2    Consent of Radics & Co., LLC.

      24.0    Power of Attorney is located on the signature page.
      -----------------------
      1 Incorporated  herein by reference to the Registrant's Proxy Statement on
      Form DEF14A (SEC No.  000-18014)  filed with the  Securities  and Exchange
      Commission on March 31, 2003.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file,  during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement; and

            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement;

      (2)   That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, each such post-effective  amendment shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.


                                      6

<PAGE> 7



      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the offering.

      The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is asserted by such  directors,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                      7

<PAGE> 8



                                   SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities Act of 1933,  Pamrapo
Bancorp,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Bayonne,  State of New Jersey on June 25, 2003.


                               PAMRAPO BANCORP, INC.


                               By: /s/ William J. Campbell
                                   ---------------------------------------------
                                   William J. Campbell
                                   President, Chief Executive Officer and
                                      Director (principal executive officer)


      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Campbell) constitutes and appoints William J. Campbell and
Mr. Campbell hereby  constitutes and appoints Daniel J. Massarelli,  as the true
and  lawful  attorney-in-  fact and agent with full  power of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities to sign any or all  amendments to the Form S-8  registration
statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith,  with the U.S.  Securities  and Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Name                            Title                           Date
----                            -----                           ----


/s/ William J. Campbell         President, Chief Executive,     June 25, 2003
------------------------        Officer and Director
William J. Campbell             (principal executive officer)


/s/ Kenneth D. Walter           Treasurer and Chief Financia    June 25, 2003
------------------------        Officer (principal accounting
Kenneth D. Walter               and financial officer)



                                      8

<PAGE> 9



/s/ Daniel J. Massarelli        Chairman of the Board           June 25, 2003
------------------------
Daniel J. Massarelli


/s/ John A. Morecraft
------------------------        Director                        June 25, 2003
John A. Morecraft



/s/Francis J. O'Donnell
------------------------        Director                        June 25, 2003
Francis J. O'Donnell



/s/ Dr. Jaime Portela
------------------------        Director                        June 24, 2003
Dr. Jaime Portela



/s/ James J. Kennedy            Director                        June 25, 2003
------------------------
James J. Kennedy



/s/ Patrick D. Conaghan         Director                        June 24, 2003
------------------------
Patrick D. Conaghan



                                      9

<PAGE> 10



                                  EXHIBIT INDEX
                                  -------------


<TABLE>
<CAPTION>



Exhibit No.     Description                                     Method of Filing
----------      ------------------------------------            ----------------------------
  <S>           <C>                                             <C>
   5.0          Opinion of Muldoon Murphy & Faucette            Filed herewith.
                to the legality of the Common Stock
                to be issued

  10.1          Pamrapo Bancorp, Inc. 2003 Stock-Based          Incorporated  herein by reference to the
                                                                Registrant's proxy statement on Form
                                                                DEF14A (SEC No. 000-18014) filed with
                                                                the Securities and Exchange Commission on
                                                                March 31, 2003.

  23.1          Consent of Muldoon Murphy & Faucette LLP        Contained in Exhibit 5.0.

  23.2          Consent of Radics & Co., LLC                    Filed herewith.

   24           Power of Attorney                               Located on the signature page.

</TABLE>


                                       10

<PAGE> 11



              EXHIBIT 5.0 OPINION OF MULDOON MURPHY & FAUCETTE LLP




<PAGE> 12


                    EXHIBIT 23.2 CONSENT OF RADICS & CO., LLC
[{"type": "S-8", "sequence": "1", "filename": "pamrapos86-24.txt", "secsgml_size_bytes": 25424}]
{"company-data": {"conformed-name": "PAMRAPO BANCORP INC", "cik": "0000854071", "assigned-sic": "6036", "irs-number": "222984813", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106574", "film-number": "03760761"}, "business-address": {"street1": "611 AVE C", "city": "BAYONNE", "state": "NJ", "zip": "07002", "phone": "2013394600"}, "mail-address": {"street2": "611 AVENUE C", "city": "BAYONNE", "state": "NY", "zip": "07002"}}
1

As filed with the Securities and Exchange Commission on June 27, 2003
Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              PAMRAPO BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

            NEW JERSEY                                   22-2984813
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

                                  611 AVENUE C
                            BAYONNE, NEW JERSEY 07002
          (Address, including zip code of Principal Executive Offices)

              PAMRAPO BANCORP, INC. 2003 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                      ------------------------------------

WILLIAM J. CAMPBELL                             COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER           DOUGLAS P. FAUCETTE, ESQUIRE
PAMRAPO BANCORP, INC.                           THOMAS P. HUTTON, ESQUIRE
611 AVENUE C                                    MULDOON MURPHY & FAUCETTE LLP
BAYONNE, NEW JERSEY  07002                      5101 WISCONSIN AVENUE, N.W.
(201) 339-4600                                  WASHINGTON, DC  20016
(Name, address, including zip code, and         (202) 362-0840
telephone number, including area code,
of agent for service)
===============================================================================================
    Title of                          Proposed        Proposed maximum       Amount of
securities to be     Amount to be      maximum        aggregate offering   registration
   registered        registered(1)   offering price       price                fee
                                     per share
-----------------------------------------------------------------------------------------------
Common Stock       154,380         $18.37(3)        $2,835,961           $229
 $.01 par Value      Shares (2)
================================================================================================
(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the Pamrapo Bancorp, Inc. 2003 Stock-Based Incentive Plan (the "Plan") as the
   result  of a  stock  split,  stock  dividend  or  similar  adjustment  of the
   outstanding common stock of Pamrapo Bancorp,  Inc. (the "Company"),  pursuant
   to 17 C.F.R. ss. 230.416(a).
(2)Represents  the total number of shares  currently  reserved or available  for
   issuance as stock options and restricted stock awards pursuant to the Plan.
(3)Estimated   solely  for  the  purpose  of  calculating   the  amount  of  the
   registration  fee.  Pursuant to Rule 457(c) under the Securities Act of 1933,
   as amended  (the  "Securities  Act").  The price per share is estimated to be
   $18.37 based upon the average high and low price of the Company  common stock
   as reported on the Nasdaq National Market on June 26, 2003.
2

PAMRAPO BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEMS 1 & 2. The documents  containing the  information for the Plan required by
Part I of the  Registration  Statement will be sent or given to the participants
in the Plan as specified by Rule  428(b)(1).  Such  documents are not filed with
the  Securities  and Exchange  Commission  (the "SEC")  either as a part of this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424, in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The Registrant's  Annual Report on Form 10-K for the fiscal year ended
December  31, 2002,  which  includes the  consolidated  statements  of financial
condition of Pamrapo Bancorp,  Inc. and its subsidiaries as of December 31, 2002
and 2001, and the related  consolidated  statements of income and  comprehensive
income,  changes in shareholders' equity and cash flows for each of the years in
the three-year  period ended December 31, 2002,  filed with the SEC on March 31,
2003 (File No. 000-18014).

      (b) The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2003 (File No. 000-18014), filed with the SEC on April 30, 2003.

      (c)  The  description  of the  Company's  common  stock  contained  in the
Company's  Form 8-A (File No.  000-30753),  as filed  with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15  promulgated  thereunder,  on November 10, 1989, as  incorporated by
reference from the Company's Form S-1 (Registration  No. 33-30370),  as amended,
initially filed on August 11, 1989.

      (d) All documents filed by the Company  pursuant to Section 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a  post-effective  amendment  which  deregisters  all securities  then remaining
unsold.

                                      2
3

      ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT,  OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The validity of the common stock  offered  hereby has been passed upon for
the Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of Pamrapo Bancorp,  Inc. (the  "Registrant" or the
"Corporation")  are  indemnified  and held  harmless  against  liability  to the
fullest extent permissible under the general corporation law of New Jersey as it
currently exists or as it may be amended,  provided any such amendment  provides
broader  indemnification  provisions than currently exist. This  indemnification
applies to the Board of  Directors  with  respect to its  administration  of the
Plan.

TENTH:
-----

A.    Each  person  who  was  or is made a party or is  threatened  to be made a
      party to or is  otherwise  involved  in any  action,  suit or  proceeding,
      whether civil,  criminal,  administrative or investigative  (hereinafter a
      "proceeding"),  by reason of the fact that he or she is or was a  director
      or an officer of the  Corporation  or is or was  serving at the request of
      the  Corporation  as a  director,  officer,  employee  or agent of another
      corporation or of a partnership, joint venture, trust or other enterprise,
      including service with respect to an employee benefit plan (hereinafter an
      "indemnitee"),  whether the basis of such  proceeding is alleged action in
      an official capacity as a director,  officer,  employee or agent or in any
      other  capacity while serving as a director,  officer,  employee or agent,
      shall be indemnified  and held harmless by the  Corporation to the fullest
      extent authorized by the New Jersey Business  Corporation Act, as the same
      exists  or may  hereafter  be  amended  (but,  in  the  case  of any  such
      amendment,  only to the extent that such amendment permits the Corporation
      to provide  broader  indemnification  rights than such law  permitted  the
      Corporation  to provide  prior to such  amendment),  against all  expense,
      liability and loss (including attorneys' fees, judgments,

                                      3
4

      fines,  ERISA excise taxes or  penalties  and amounts paid in  settlement)
      reasonably   incurred  or  suffered  by  such   indemnitee  in  connection
      therewith; provided, however, that, except as provided in Section C hereof
      with respect to  proceedings  to enforce  rights to  indemnification,  the
      Corporation  shall  indemnify any such  indemnitee  in  connection  with a
      proceeding (or part thereof) was authorized by the Board of Directors.

B.    The right to  indemnification conferred in Section A of this Article shall
      include the right to be paid by the Corporation  the expenses  incurred in
      defending  any  such  proceeding  in  advance  of  its  final  disposition
      (hereinafter an "advancement of expenses");  PROVIDED,  HOWEVER,  that, if
      the New Jersey  Business  Corporation  Act  requires,  an  advancement  of
      expenses incurred by an indemnitee in his or her capacity as a director or
      officer (and not in any other capacity in which service was or is rendered
      by such indemnitee, including, without limitation, services to an employee
      benefit  plan) shall be made only upon delivery to the  Corporation  of an
      undertaking  (hereinafter  an  "undertaking"),  by or on  behalf  of  such
      indemnitee,  to repay all amounts so advanced  if it shall  ultimately  be
      determined by final judicial decision from which there is no further right
      to appeal (hereinafter a "final adjudication") that such indemnitee is not
      entitled  to be  indemnified  for such  expenses  under  this  Section  or
      otherwise.  The  rights  to  indemnification  and  to the  advancement  of
      expenses  conferred in Sections A and B of this Article  shall be contract
      rights and such rights shall  continue as to an indemnitee  who has ceased
      to be a  director,  officer,  employee  or agent  and  shall  inure to the
      benefit of the indemnitee's heirs, executors and administrators.

C.    If a claim under Section A or B of this Article is not paid in full by the
      Corporation  within sixty days after a written  claim has been received by
      the  Corporation,  except  in the case of a claim  for an  advancement  of
      expenses,  in which case the  applicable  period shall be twenty days, the
      indemnitee may at any time  thereafter  bring suit against the Corporation
      to recover the unpaid  amount of the claim.  If  successful in whole or in
      part in any such suit, or in a suit brought by the  Corporation to recover
      an advancement of expenses  pursuant to the terms of an  undertaking,  the
      indemnitee  shall be entitled to be paid also the expenses of  prosecuting
      or  defending  such suit.  In (i) any suit  brought by the  indemnitee  to
      enforce a right to indemnification hereunder (but not in a suit brought by
      the  indemnitee to enforce a right to an advancement of expenses) it shall
      be a defense that,  and (ii) in any suit by the  Corporation to recover an
      advancement  of  expenses  pursuant  to the  terms of an  undertaking  the
      Corporation  shall be  entitled  to  recover  such  expenses  upon a final
      adjudication that, the indemnitee has not met any applicable  standard for
      indemnification  set forth in the New  Jersey  Business  Corporation  Act.
      Neither the failure of the Corporation  (including its Board of Directors,
      independent   legal  counsel,   or  its   stockholders)  to  have  made  a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of conduct  set forth in the New Jersey
      Business  Corporation Act, nor an actual  determination by the Corporation
      (including  its board of  directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the indemnitee, be a defense to such suit. In any suit brought

                                      4
5

      by  the  indemnitee  to  enforce  a  right  to  indemnification  or  to an
      advancement  of expenses  hereunder,  or by the  Corporation to recover an
      advancement  of  expenses  pursuant  to the terms of an  undertaking,  the
      burden of proving that the  indemnitee is not entitled to be  indemnified,
      or to such advancement of expenses,  under this Article or otherwise shall
      be on the Corporation.

D.    The rights to indemnification and to the advancement of expenses conferred
      in this Article shall not be exclusive of any other right which any person
      may  have or  hereafter  acquire  under  any  statute,  the  Corporation's
      certificate of incorporation,  by-laws, agreement, vote of stockholders or
      disinterested directors or otherwise.

E.    The Corporation may maintain insurance,  at its expense, to protect itself
      and any director, officer, employee or agent of the Corporation or another
      corporation, partnership, joint venture, trust or other enterprise against
      any expense,  liability or loss, whether or not the Corporation would have
      the power to indemnify such person against such expense, liability or loss
      under the New Jersey Business Corporation Act.

F.    The  Corporation  may, to the extent  authorized  from time to time by the
      Board of Directors grant rights to indemnification  and to the advancement
      of expenses to any  employee  or agent of the  Corporation  to the fullest
      extent  of  the   provisions   of  this   Article   with  respect  to  the
      indemnification  and  advancement of expenses of directors and officers of
      the Corporation.

ELEVENTH:  A director of this Corporation  shall not be personally liable to the
--------
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability:  (i) for any breach of the director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law;  (iii) under  Section  14A:  6-12 of the New Jersey  Business
Corporation  Act; or (iv) for any transaction from which the Director derived an
improper personal benefit. If the New Jersey Business Corporation Act is amended
after approval by the stockholders of this article to authorize corporate action
further  eliminating or limiting the personal  liability of directors,  then the
liability of a director of the corporation shall be eliminated or limited to the
fullest  extent  permitted  by the New Jersey  Business  Corporation  Act, as so
amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

                                      5
6

ITEM 8.   LIST OF EXHIBITS

      The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):

      5.0     Opinion of Muldoon Murphy & Faucette LLP as to the legality of the
              Common Stock to be issued.

      10.1    Pamrapo Bancorp, Inc. 2003 Stock-Based Incentive Plan.1

      23.1    Consent of Muldoon Murphy & Faucette LLP (contained in the opinion
              included in Exhibit 5.0).

      23.2    Consent of Radics & Co., LLC.

      24.0    Power of Attorney is located on the signature page.
      -----------------------
      1 Incorporated  herein by reference to the Registrant's Proxy Statement on
      Form DEF14A (SEC No.  000-18014)  filed with the  Securities  and Exchange
      Commission on March 31, 2003.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file,  during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement; and

            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement;

      (2)   That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, each such post-effective  amendment shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

                                      6
7

      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the offering.

      The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is asserted by such  directors,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      7
8

                                   SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities Act of 1933,  Pamrapo
Bancorp,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Bayonne,  State of New Jersey on June 25, 2003.

                               PAMRAPO BANCORP, INC.

                               By: /s/ William J. Campbell
                                   ---------------------------------------------
                                   William J. Campbell
                                   President, Chief Executive Officer and
                                      Director (principal executive officer)

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Campbell) constitutes and appoints William J. Campbell and
Mr. Campbell hereby  constitutes and appoints Daniel J. Massarelli,  as the true
and  lawful  attorney-in-  fact and agent with full  power of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities to sign any or all  amendments to the Form S-8  registration
statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith,  with the U.S.  Securities  and Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Name                            Title                           Date
----                            -----                           ----

/s/ William J. Campbell         President, Chief Executive,     June 25, 2003
------------------------        Officer and Director
William J. Campbell             (principal executive officer)

/s/ Kenneth D. Walter           Treasurer and Chief Financia    June 25, 2003
------------------------        Officer (principal accounting
Kenneth D. Walter               and financial officer)

                                      8
9

/s/ Daniel J. Massarelli        Chairman of the Board           June 25, 2003
------------------------
Daniel J. Massarelli

/s/ John A. Morecraft
------------------------        Director                        June 25, 2003
John A. Morecraft

/s/Francis J. O'Donnell
------------------------        Director                        June 25, 2003
Francis J. O'Donnell

/s/ Dr. Jaime Portela
------------------------        Director                        June 24, 2003
Dr. Jaime Portela

/s/ James J. Kennedy            Director                        June 25, 2003
------------------------
James J. Kennedy

/s/ Patrick D. Conaghan         Director                        June 24, 2003
------------------------
Patrick D. Conaghan

                                      9
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                                  EXHIBIT INDEX
                                  -------------
Exhibit No.     Description                                     Method of Filing
----------      ------------------------------------            ----------------------------
5.0          Opinion of Muldoon Murphy & Faucette            Filed herewith.
                to the legality of the Common Stock
                to be issued

  10.1          Pamrapo Bancorp, Inc. 2003 Stock-Based          Incorporated  herein by reference to the
                                                                Registrant's proxy statement on Form
                                                                DEF14A (SEC No. 000-18014) filed with
                                                                the Securities and Exchange Commission on
                                                                March 31, 2003.

  23.1          Consent of Muldoon Murphy & Faucette LLP        Contained in Exhibit 5.0.

  23.2          Consent of Radics & Co., LLC                    Filed herewith.

   24           Power of Attorney                               Located on the signature page.
10
11

              EXHIBIT 5.0 OPINION OF MULDOON MURPHY & FAUCETTE LLP
12

                    EXHIBIT 23.2 CONSENT OF RADICS & CO., LLC