UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 9, 2004

                                BCB BANCORP, INC.
                                -----------------
               (Exact Name of Registrant as Specified in Charter)

            New Jersey                    0-50275                26-0065262
------------------------------        ----------------       -----------------
(State or Other Jurisdiction)        (Commission File No.)    (I.R.S. Employer
      of Incorporation)                                      Identification No.)


104-110 Avenue C, Bayonne, New Jersey                              07002
--------------------------------------                        ---------------
(Address of Principal Executive Offices)                        (Zip Code)

Registrant's telephone number, including area code:  (201) 823-0700
                                                     --------------



                                 Not Applicable
                                 ---------------
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))






Item 3.03       Material Modification to Rights of Security Holders
                ---------------------------------------------------

     On December 9, 2004,  the Board of  Directors  of BCB  Bancorp,  Inc.  (the
"Company") adopted amendments to, and restated, their Bylaws of the Company. The
Bylaws as adopted do not affect the voting or  ownership  interests  of security
holders.  However, they do set forth more detailed procedures for the governance
of the Company.

Item 9.01       Financial Statements and Exhibits
                ---------------------------------

(a)  Financial Statements of businesses acquired. Not Applicable.

(b)  Pro forma financial information. Not Applicable.

(c)  Exhibits.

                  The following Exhibit is attached as part of this report:

                  3(ii) Bylaws of BCB Bancorp, Inc.








                                   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, hereunto duly authorized.

                                       BCB BANCORP, INC.



DATE: December 9, 2004                 By:/s/ Donald Mindiak
                                          ------------------
                                          Donald Mindiak
                                          President and Chief Executive Officer







                                  EXHIBIT INDEX

         Exhibit No.                    Description
         -----------                    ------------

          3(ii)                         Bylaws of BCB Bancorp, Inc.