UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q

(Mark One)

[ X ]
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


For the quarterly period ended December 31, 2002
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 0-27404PFF BANCORP, INC.(exact name of registrant as specified in its charter)

DELAWARE
    95-4561623(State or other jurisdiction of
      incorporation or organization)
    (I.R.S. Employer I.D. No.)


350 South Garey Avenue, Pomona, California 91766(Address of principal executive offices)(909) 623-2323(Registrant's telephone number, including area code)Not Applicable(Former name, former address and former fiscal year, if
      changed since last report)


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 XNo
      .


The registrant had 11,945,474 shares of common stock,
      par value $.01 per share, outstanding as of February 11, 2003.


PFF BANCORP, INC. AND SUBSIDIARIES
Form 10-Q
Index

|PART I     | FINANCIAL INFORMATION (Unaudited)                                                                                      | PAGE
|---------- | ---------------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                        |     
|Item 1     | Financial Statements
      Consolidated Balance Sheets as of December 31, 2002 and March 31, 2002                      | 1   
|           | Consolidated Statements of Earnings for the three and
      nine months ended December 31, 2002 and 2001               | 2   
|           | Consolidated Statements of Comprehensive Earnings
      for the three and nine months ended December 31, 2002 and 2001 | 3   
|           | Consolidated Statement of Stockholders' Equity for the
      nine months ended December 31, 2002                       | 4   
|           | Consolidated Statements of Cash Flows for the nine
      months ended December 31, 2002 and 2001                       | 5   
|           | Notes to Unaudited Consolidated Financial Statements                                                                   | 7   
|Item 2     | Management's Discussion and Analysis of Financial
      Condition and Results of Operations                            | 12  
|Item 3     | Qualitative and Quantitative Disclosures about Market
      Risk                                                       | 25  
|Item 4     | Controls and Procedures                                                                                                | 25  
|PART II    | OTHER INFORMATION                                                                                                      |     
|Item 1     | Legal Proceedings                                                                                                      | 26  
|Item 2     | Changes in Securities and Use of Proceeds                                                                              | 26  
|Item 3     | Defaults Upon Senior Securities                                                                                        | 26  
|Item 4     | Submission of Matters to a Vote of Security Holders                                                                    | 26  
|Item 5     | Other Information                                                                                                      | 26  
|Item 6     | Exhibits and Reports on Form 8-K                                                                                       | 26  
|           |                                                                                                                        |     
|SIGNATURES |                                                                                                                        |     



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PART 1 -- FINANCIAL INFORMATION

Item 1. Financial Statements

PFF BANCORP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
(Unaudited)

|                                                                                                                                                                                                | December 31,
      2002 | March 31,
      2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | --------------------
|Assets                                                                                                                                                                                          |                         |                     
|Cash and cash equivalents                                                                                                                                                                       | $ 46,534                | $ 105,965           
|Loans held-for-sale at lower of cost or fair value                                                                                                                                              | 8,760                   | 106                 
|Investment securities held-to-maturity (estimated fair value of $5,946 at December 31, 2002 and $703 at March 31, 2002)                                                                         | 5,756                   | 703                 
|Investment securities available-for-sale, at fair value                                                                                                                                         | 82,706                  | 93,820              
|Mortgage-backed securities available-for-sale, at fair value                                                                                                                                    | 116,897                 | 196,580             
|Collateralized mortgage obligations available-for-sale, at fair value                                                                                                                           | 35,078                  | 62,778              
|Trading securities, at fair value                                                                                                                                                               | 1,849                   | 2,334               
|Loans receivable, net                                                                                                                                                                           | 2,658,812               | 2,494,667           
|Federal Home Loan Bank (FHLB) stock, at cost                                                                                                                                                    | 26,818                  | 35,133              
|Accrued interest receivable                                                                                                                                                                     | 14,093                  | 15,653              
|Real estate acquired through foreclosure, net                                                                                                                                                   | 290                     | 507                 
|Property and equipment, net                                                                                                                                                                     | 23,573                  | 21,575              
|Prepaid expenses and other assets                                                                                                                                                               | 14,753                  | 13,111              
|Total assets                                                                                                                                                                                    | $ 3,035,919             | $ 3,042,932         
|                                                                                                                                                                                                |                         |                     
|Liabilities and Stockholders' Equity                                                                                                                                                            |                         |                     
|Liabilities:                                                                                                                                                                                    |                         |                     
|Deposits                                                                                                                                                                                        | $ 2,290,761             | $ 2,168,964         
|FHLB advances                                                                                                                                                                                   | 433,000                 | 558,000             
|Accrued expenses and other liabilities                                                                                                                                                          | 37,312                  | 31,891              
|Total liabilities                                                                                                                                                                               | 2,761,073               | 2,758,855           
|Commitments and contingencies                                                                                                                                                                   | -                       | -                   
|Stockholders' equity:                                                                                                                                                                           |                         |                     
|Preferred stock, $.01 par value. Authorized 2,000,000 shares; none issued                                                                                                                       | -                       | -                   
|Common stock, $.01 par value. Authorized 59,000,000 shares; issued 20,866,337 and 20,412,351; outstanding
      12,108,470 and 13,058,784 at December 31, 2002 and March 31, 2002, respectively | 208                     | 203                 
|Additional paid-in capital                                                                                                                                                                      | 133,203                 | 135,540             
|Retained earnings, substantially restricted                                                                                                                                                     | 151,007                 | 161,123             
|Unearned stock-based compensation                                                                                                                                                               | (4,414)                 | (5,750)             
|Treasury stock (8,757,867 and 7,353,567 at December 31, 2002 and March 31, 2002, respectively)                                                                                                  | (88)                    | (73)                
|Accumulated other comprehensive losses                                                                                                                                                          | (5,070)                 | (6,966)             
|Total stockholders' equity                                                                                                                                                                      | 274,846                 | 284,077             
|Total liabilities and stockholders' equity                                                                                                                                                      | $ 3,035,919             | $ 3,042,932         
|See accompanying notes to the unaudited consolidated financial statements.                                                                                                                     

1

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PFF BANCORP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except per share data)
(Unaudited)

|                                                                                     | For the Three Months Ended
      December 31, | For the Nine Months Ended
      December 31,
|------------------------------------------------------------------------------------ | --------------------------------------------- | --------------------------------------------
|                                                                                     | 2002                                          | 2001                                        
|                                                                                     |                                               |                                             
|Interest income:                                                                     |                                               |                                             
|Mortgage loans                                                                       | $ 36,948                                      | $ 40,545                                    
|Non-mortgage loans                                                                   | 5,562                                         | 6,265                                       
|Mortgage-backed securities                                                           | 1,663                                         | 3,680                                       
|Collateralized mortgage obligations                                                  | (259)                                         | 653                                         
|Investment securities and deposits                                                   | 1,742                                         | 1,387                                       
|Total interest income                                                                | 45,656                                        | 52,530                                      
|Interest expense:                                                                    |                                               |                                             
|Interest on deposits                                                                 | 12,784                                        | 17,300                                      
|Interest on borrowings                                                               | 4,737                                         | 5,886                                       
|Total interest expense                                                               | 17,521                                        | 23,186                                      
|Net interest income                                                                  | 28,135                                        | 29,344                                      
|Provision for loan losses                                                            | 500                                           | 1,250                                       
|Net interest income after provision for loan losses                                  | 27,635                                        | 28,094                                      
|Non-interest income:                                                                 |                                               |                                             
|Deposit and related fees                                                             | 2,524                                         | 2,326                                       
|Loan and servicing fees                                                              | 1,403                                         | 1,336                                       
|Trust fees                                                                           | 538                                           | 502                                         
|Gain on sale of assets, net                                                          | 69                                            | 49                                          
|Gain(Loss) on trading securities, net                                                | (80)                                          | 282                                         
|Other non-interest income                                                            | 463                                           | 158                                         
|Total non-interest income                                                            | 4,917                                         | 4,653                                       
|Non-interest expense:                                                                |                                               |                                             
|General and administrative:                                                          |                                               |                                             
|Compensation and benefits                                                            | 9,249                                         | 8,878                                       
|Occupancy and equipment                                                              | 3,203                                         | 3,151                                       
|Marketing and professional services                                                  | 2,185                                         | 1,734                                       
|Other non-interest expense                                                           | 2,835                                         | 2,546                                       
|Total general and administrative                                                     | 17,472                                        | 16,309                                      
|Foreclosed real estate operations, net                                               | 6                                             | (38)                                        
|Total non-interest expense                                                           | 17,478                                        | 16,271                                      
|Earnings before income taxes                                                         | 15,074                                        | 16,476                                      
|Income taxes                                                                         | 6,387                                         | 6,923                                       
|Net earnings                                                                         | $ 8,687                                       | $ 9,553                                     
|                                                                                     |                                               |                                             
|Basic earnings per share                                                             | $ 0.73                                        | $ 0.76                                      
|Weighted average shares outstanding for basic
      earnings per share calculation   | 11,912,082                                    | 12,507,774                                  
|Diluted earnings per share                                                           | $ 0.70                                        | $ 0.73                                      
|Weighted average shares outstanding for diluted
      earnings per share calculation | 12,397,765                                    | 12,999,788                                  
|See accompanying notes to the unaudited consolidated financial statements.          

2

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PFF BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Dollars in thousands)
(Unaudited)

|                                                                                                                        | For the Three Months Ended
      December 31, | For the Nine Months Ended
      December 31,
|----------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | --------------------------------------------
|                                                                                                                        | 2002                                          | 2001                                        
|                                                                                                                        |                                               |                                             
|Net earnings                                                                                                            | $ 8,687                                       | $ 9,553                                     
|                                                                                                                        |                                               |                                             
|Other comprehensive earnings, net of income taxes of $1,388 and $919 at December 31, 2002 and
      2001, respectively: |                                               |                                             
|Unrealized gains (losses) on securities Available-for-sale:                                                             |                                               |                                             
|U.S. Treasury and agency securities and other investment securities available-for-sale, at fair value                   | 283                                           | 511                                         
|Collateralized mortgage obligations available-for-sale, at fair value                                                   | 288                                           | 243                                         
|Mortgage-backed securities available-for-sale, at fair value                                                            | (405)                                         | 405                                         
|Reclassification of realized losses included in earnings                                                                | 12                                            | 241                                         
|                                                                                                                        |                                               |                                             
|Other comprehensive earnings                                                                                            | 178                                           | 1,400                                       
|Comprehensive earnings                                                                                                  | $ 8,865                                       | $ 10,953                                    
|See accompanying notes to the unaudited consolidated financial statements.                                             

3

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PFF BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY(Dollars in thousands, except per share data)
(Unaudited)

|                                                                                                            | Number of
      Shares | Common
      Stock | Additional
      Paid-in
      Capital | Retained
      Earnings,
      Substantially
      Restricted | Unearned
      Stock-based
      Compensation | Treasury
      Stock | Accumulated
      Other
      Comprehensive
      Losses | Total    
|----------------------------------------------------------------------------------------------------------- | ---------------------- | ------------------ | -------------------------------------- | ------------------------------------------------------------- | --------------------------------------------- | -------------------- | -------------------------------------------------------- | ---------
|                                                                                                            |                        |                    |                                        |                                                               |                                               |                      |                                                          |          
|Balance at March 31, 2002                                                                                   | 13,058,784             | $ 203              | $ 135,540                              | $ 161,123                                                     | $ (5,750)                                     | $ (73)               | $ (6,966)                                                | $ 284,077
|                                                                                                            |                        |                    |                                        |                                                               |                                               |                      |                                                          |          
|Net earnings                                                                                                | -                      | -                  | -                                      | 26,007                                                        | -                                             | -                    | -                                                        | 26,007   
|Purchase of treasury stock                                                                                  | (1,404,300)            | -                  | (14,029)                               | (32,971)                                                      | -                                             | (15)                 | -                                                        | (47,015) 
|Amortization of shares under stock-based compensation plans                                                 | -                      | -                  | 2,513                                  | -                                                             | 1,336                                         | -                    | -                                                        | 3,849    
|Stock options exercised                                                                                     | 453,986                | 5                  | 5,990                                  | -                                                             | -                                             | -                    | -                                                        | 5,995    
|Cash dividends ($.08 per share paid for June and September 2002 and $.10 per share
      for December 2002) | -                      | -                  | -                                      | (3,152)                                                       | -                                             | -                    | -                                                        | (3,152)  
|Changes in unrealized losses on securities available for sale, net                                          | -                      | -                  | -                                      | -                                                             | -                                             | -                    | 1,896                                                    | 1,896    
|Tax benefit from stock options                                                                              | -                      | -                  | 3,189                                  | -                                                             | -                                             | -                    | -                                                        | 3,189    
|Balance at December 31, 2002                                                                                | 12,108,470             | $ 208              | $ 133,203                              | $ 151,007                                                     | $ (4,414)                                     | $ (88)               | $ (5,070)                                                | $ 274,846
|See accompanying notes to the unaudited consolidated financial statements.                                 

4

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PFF BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

|                                                                                               | Nine Months Ended
      December 31,
|---------------------------------------------------------------------------------------------- | ------------------------------------
|                                                                                               | 2002                                
|                                                                                               |                                     
|Cash flows from operating activities:                                                          |                                     
|Net earnings                                                                                   | $ 26,007                            
|Adjustments to reconcile net earnings to net cash provided by operating activities:            |                                     
|Amortization of premiums net of discount accretion on loans and securities                     | 1,176                               
|Amortization of deferred loan origination fees                                                 | 1,244                               
|Loan fees collected                                                                            | 427                                 
|Dividends on FHLB stock                                                                        | (1,346)                             
|Provisions for losses on loans                                                                 | 3,000                               
|Gains on sales of loans, securities available-for-sale, real estate and property and equipment | (344)                               
|Losses on trading securities                                                                   | 522                                 
|Depreciation and amortization of property and equipment                                        | 2,054                               
|Loans originated for sale                                                                      | (12,149)                            
|Proceeds from sale of loans held-for-sale                                                      | 3,661                               
|Amortization of unearned stock-based compensation                                              | 3,849                               
|Increase in accrued expenses and other liabilities                                             | 7,220                               
|(Increase) decrease in:                                                                        |                                     
|Accrued interest receivable                                                                    | 1,560                               
|Prepaid expenses and other assets                                                              | (1,642)                             
|Net cash provided by operating activities                                                      | 35,239                              
|                                                                                               |                                     
|Cash flows from investing activities:                                                          |                                     
|Loans originated for investment                                                                | (1,385,750)                         
|Increase in construction loans in process                                                      | 105,360                             
|Purchases of loans held for investment                                                         | (259,816)                           
|Principal payments on loans                                                                    | 1,370,878                           
|Principal payments on mortgage-backed securities available-for-sale                            | 80,368                              
|Principal payments on collateralized mortgage obligations available-for-sale                   | 26,479                              
|Purchases of investment securities held-to-maturity                                            | (5,056)                             
|Purchases of investment securities available-for-sale                                          | (30,022)                            
|Redemption of FHLB stock                                                                       | 9,661                               
|Purchases of mortgage-backed securities available-for-sale                                     | -                                   
|                                                                                               |                                     
|                                                                                               | (Continued)                         

5

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PFF BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

|                                                                                | Nine Months Ended
      December 31,
|------------------------------------------------------------------------------- | ------------------------------------
|                                                                                | 2002                                
|Proceeds from maturities of investment securities available-for-sale            | $ -                                 
|Proceeds from sale of investment securities available-for-sale                  | 43,645                              
|Proceeds from sale of real estate                                               | 1,010                               
|Purchases of property and equipment                                             | (4,052)                             
|Net cash used in investing activities                                           | (47,295)                            
|Cash flows from financing activities:                                           |                                     
|Proceeds from FHLB advances                                                     | 181,000                             
|Repayment of FHLB advances                                                      | (306,000)                           
|Net change in deposits                                                          | 121,797                             
|Proceeds from exercise of stock options                                         | 5,995                               
|Cash dividends                                                                  | (3,152)                             
|Purchase of treasury stock                                                      | (47,015)                            
|Net cash (used in) provided by financing activities                             | (47,375)                            
|Net increase (decrease) in cash and cash equivalents                            | (59,431)                            
|Cash and cash equivalents, beginning of period                                  | 105,965                             
|Cash and cash equivalents, end of period                                        | $ 46,534                            
|Supplemental information:                                                       |                                     
|Interest paid, including interest credited                                      | $ 59,092                            
|Income taxes paid                                                               | 12,150                              
|Non-cash investing and financing activities:                                    |                                     
|Net transfers from loans receivable to real estate acquired through Foreclosure | 629                                 
|See accompanying notes to the unaudited consolidated financial statements.     

6

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PFF BANCORP, INC. AND SUBSIDIARIESNotes to Unaudited Consolidated Financial Statements

(1) Basis of ConsolidationThe accompanying consolidated financial statements include the accounts
of PFF Bancorp, Inc. (the "Bancorp") and its subsidiaries PFF Bank
& Trust and Glencrest Investment Advisors, Inc. (collectively, "the
Company"). The Company's business is conducted primarily through PFF Bank
& Trust and its subsidiary, Pomona Financial Services, Inc. (collectively,
"the Bank"). Pomona Financial Services, Inc. includes the accounts of
Diversified Services, Inc. Glencrest Investment Advisors, Inc. includes the
accounts of Glencrest Insurance Services, Inc. All material intercompany
balances and transactions have been eliminated in consolidation.The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments (consisting
principally of normal recurring accruals) necessary for a fair presentation have
been included. Certain reclassifications have been made to the prior period
consolidated financial statements to conform to the current presentation.The results of operations for the nine months ended December 31, 2002 are
not necessarily indicative of results that may be expected for the entire fiscal
year ending March 31, 2003.(2) New Accounting PronouncementsIn June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations" which
addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. This Statement is effective for financial statements issued for fiscal
years beginning after June 15, 2002. It is anticipated that the financial impact
of this Statement will not have a material effect on the Company.
In April 2002, the FASB issued Statement of Financial Accounting Standards No.
145, "Rescission of SFAS Statements No. 4, 44, and 64, Amendment of SFAS
Statement No. 13, and Technical Corrections" ("SFAS 145"), which
updates, clarifies and simplifies existing accounting pronouncements. SFAS 145
rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of
Debt." SFAS 145 amends SFAS No. 13, "Accounting for Leases," to
eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. The
provisions of SFAS 145 related to SFAS No. 4 and SFAS No. 13 are effective for
fiscal years beginning and transactions occurring after May 15, 2002,
respectively. It is anticipated that the financial impact of SFAS 145 will not
have a material effect on the Company.
In June 2002, the FASB issued Statement of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal
Activities" ("SFAS 146"), which requires the recognition of costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. SFAS 146 replaces
Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." The
provisions of SFAS 146 are to be applied prospectively to exit or disposal
activities initiated after December 31, 2002. It is anticipated that the
financial impact of this statement will not have a material effect on the
Company.

7

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PFF BANCORP, INC. AND SUBSIDIARIESNotes to Unaudited Consolidated Financial Statements - Continued

In October 2002, the FASB issued
Statement of Financial Accounting Standards No. 147, "Acquisitions of
CertainFinancial Institutions, an amendment of FASB Statements No. 72
and 144 and FASB Interpretation No. 9" ("SFAS 147"), which
addresses the financial accounting and reporting for the acquisition of all or
part of a financial institution, except for a transaction between two or more
mutual enterprises. SFAS 147 removes acquisitions of financial institutions,
other than transactions between two or more mutual enterprises, from the scope
of Statement of Financial Accounting Standards No. 72, "Accounting for
Certain Acquisitions of Banking or Thrift Institutions" ("SFAS
72"), and Financial Accounting Standards Board Interpretation No. 9,
"Applying APB Opinions No. 16 and 17 When a Savings and Loan Association or
a Similar Institution Is Acquired in a Business Combination Accounted for by the
Purchase Method," and requires that those transactions be accounted for in
accordance with Statement of Financial Accounting Standards No. 141,
"Business Combinations" and SFAS 142. Thus, the requirement in SFAS 72
to recognize, and subsequently amortize, any excess of the fair value of
liabilities assumed over the fair value of tangible and identifiable intangible
assets acquired as an unidentifiable intangible asset no longer applies to
acquisitions within the scope of SFAS 147.
SFAS 147 also provides guidance on the accounting for the impairment or disposal
of acquired long-term customer-relationship intangible assets of financial
institutions such as depositor- and borrower-relationship intangible assets and
credit cardholder intangible assets. Those intangible assets are subject to the
same undiscounted cash flow recoverability test and impairment loss recognition
and measurement provisions that SFAS 144 requires for other long-lived assets
that are held and used. The provisions of SFAS 147 were effective on October 1,
2002. The Company ceased amortizing the customer-relationship intangible asset
and will test the asset for impairment annually. The financial impact of this
statement did not have a material effect on the Company.
In December, 2002 the FASB issued Statement of Financial Accounting Standards
No. 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure" ("SFAS 148"), which amends FASB Statement No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), to
provide alternative methods of transition for enterprises that elect to change
to the SFAS 123 fair value method of accounting for stock-based employee
compensation. SFAS 148 will permit two additional transition methods for
entities that adopt the preferable SFAS 123 fair value method of accounting for
stock-based employee compensation. Both of those methods avoid the ramp-up
effect arising from prospective application of the fair value method under the
existing transition provisions of SFAS 123. In addition, under the provisions of
SFAS 148, the original Statement 123 prospective method of transition for
changes to the fair value method will no longer be permitted in fiscal periods
beginning after December 15, 2003.
SFAS 148 will also amend the disclosure requirements of SFAS 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The provisions of SFAS 148 are effective for
fiscal years ended after December 15, 2002. The disclosures to be provided in
annual financial statements will be required for fiscal years ended after
December 15, 2002, and the disclosures to be provided in interim financial
reports will be required for interim periods begun after December 15, 2002, with
earlier application encouraged. It is anticipated that the financial impact of
this statement will not have a material effect on the Company, because the
Company has not elected to change to the SFAS 123 fair value method at this
time.

8

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PFF BANCORP, INC. AND SUBSIDIARIESNotes to Unaudited Consolidated Financial Statements - Continued

Financial Accounting Standards Board Interpretation 46, "Provides Guidance
to Improve Financial Reporting for SPEs, Off-Balance sheet Structures and
Similar Entities" (FIN 46), requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or is entitled to receive
a majority of the entity's residual returns or both. Prior to FIN 46, a company
included another entity in its consolidated financial statements only if it
controlled the entity through voting interests. FIN 46 also requires disclosures
about variable interest entities that the company is not required to consolidate
but in which it has a significant variable interest. The consolidated
requirements of FIN 46 apply immediately to variable interest entities created
after January 31, 2003. The consolidated requirements apply to older entities in
the first fiscal year or interim period beginning after June 15, 2003. Certain
disclosure requirements apply in all financial statements issued after January
31, 2003, regardless of when the variable interest entity was established.

9

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PFF BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements - Continued

(3) Earnings per share

Basic EPS excludes dilution and is computed by dividing earnings available to
common stockholders by the weighted average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted from issuance of common stock that then shared in
earnings.
The following table is a reconciliation of the numerators and denominators of
the basic and diluted EPS computations for net earnings for PFF Bancorp, Inc.

|                                                                        | For the Three Months Ended December 31,      
|----------------------------------------------------------------------- | ---------------------------------------------
|                                                                        | 2002(1)                                      
|                                                                        | Earnings
      (Numerator)                   
|                                                                        | (Dollars in thousands, except per share data)
|                                                                        |                                              
|Net Earnings                                                            | $ 8,687                                      
|Basic EPS                                                               |                                              
|Earnings available to common stockholders                               | 8,687                                        
|Effect of Dilutive Securities                                           |                                              
|Options and Stock Awards                                                | -                                            
|Diluted EPS                                                             |                                              
|Earnings available to common stockholders
      and assumed conversions | $ 8,687                                      



(2)Options to purchase 524,686 shares of common stock at a weighted average
price of $26.65 per share were outstanding during the three month period ending
December 31, 2001, but were not included in the computation of diluted EPS
because the options' exercise prices were greater than the average market price
of the common shares. The options, which expire on November 28, 2006, were still
outstanding at December 31, 2001.

(3)Diluted and basic weighted average shares and per-share amounts for the
three months ended December 31, 2001, have been restated to reflect the
correction of an error in previous periods. Diluted and basic weighted average
shares as previously presented were 13,266,564 and 11,762,865, respectively as
of December 31, 2001. Diluted and basic EPS amounts as previously presented were
$0.72 and $0.81, respectively as of December 31, 2001. The increase to diluted
EPS resulted from the appropriate inclusion of the tax benefits associated with
non-qualified stock options in the computation of diluted weighted average
shares under the treasury stock method. The impact of these tax benefits was
erroneously excluded from the previous computations of diluted weighted average
shares. The adjustments to basic weighted average shares relate to the vesting
of stock awards over a five-year period following the March 1996 IPO. These
shares were correctly included in the calculation of diluted EPS, but were
erroneously excluded from the calculation of basic EPS.

10

---

PFF BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements - Continued

|                                                                        | For the Nine Months Ended December 31,       
|----------------------------------------------------------------------- | ---------------------------------------------
|                                                                        | 2002(1)                                      
|                                                                        | Earnings
      (Numerator)                   
|                                                                        | (Dollars in thousands, except per share data)
|                                                                        |                                              
|Net Earnings                                                            | $ 26,007                                     
|Basic EPS                                                               |                                              
|Earnings available to common stockholders                               | 26,007                                       
|Effect of Dilutive Securities                                           |                                              
|Options and Stock Awards                                                | -                                            
|Diluted EPS                                                             |                                              
|Earnings available to common stockholders
      and assumed conversions | $ 26,007                                     

(1)Options to purchase 25,957 shares of common stock at a
weighted average price of $32.75 per share were outstanding during the nine
month period ending December 31, 2002, but were not included in the computation
of diluted EPS because the options' exercise prices were greater than the
average market price of the common shares. The options, which expire on December
19, 2007, were still outstanding at December 31, 2002.

(2)Options to purchase 550,815 shares of common stock at a weighted average
price of $26.55 per share were outstanding during the nine month period ending
December 31, 2001, but were not included in the computation of diluted EPS
because the options' exercise prices were greater than the average market price
of the common shares. The options, which expire between October 24, 2006 and
November 28, 2006, were still outstanding at December 31, 2001.

(3)Diluted and basic weighted average shares and per-share amounts for the nine
months ended December 31, 2001, have been restated to reflect the correction of
an error in previous periods. Diluted and basic weighted average shares as
previously presented were 13,204,265 and 11,761,630, respectively as of December
31, 2001. Diluted and basic EPS amounts as previously presented were $2.01 and
$2.26, respectively as of December 31, 2001. The increase to diluted EPS
resulted from the appropriate inclusion of the tax benefits associated with
non-qualified stock options in the computation of diluted weighted average
shares under the treasury stock method. The impact of these tax benefits was
erroneously excluded from the previous computations of diluted weighted average
shares. The adjustments to basic weighted average shares relate to the vesting
of stock awards over a five-year period following the March 1996 IPO. These
shares were correctly included in the calculation of diluted EPS, but were
erroneously excluded from the calculation of basic EPS over the preceding four
fiscal years.

11

---

PFF BANCORP, INC. AND SUBSIDIARIESItem 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations

Average Balance SheetsThe following table sets forth certain information relating to the Company for
the three months ended December 31, 2002 and 2001. The yields and costs are
derived by dividing income or expense by the average balance of assets or
liabilities, respectively, for the periods shown. Average balances are derived
from average daily balances. The yields and costs include fees that are
considered adjustments to yields.

|                                                                       | Three Months Ended December 31,
|---------------------------------------------------------------------- | -------------------------------
|                                                                       | 2002                           
|                                                                       | Average
      Balance          
|                                                                       | (Dollars in thousands)         
|Assets:                                                                |                                
|Interest-earning assets:                                               |                                
|Interest-earning deposits and short-term investments                   | $ 31,101                       
|Investment securities, net                                             | 116,795                        
|Loans receivable, net                                                  | 2,616,499                      
|Mortgage-backed securities, net                                        | 123,701                        
|Collateralized mortgage obligations, net                               | 51,465                         
|FHLB stock                                                             | 27,415                         
|Total interest-earning assets                                          | 2,966,976                      
|Non-interest-earning assets                                            | 70,397                         
|Total assets                                                           | $3,037,373                     
|                                                                       |                                
|Liabilities and Stockholders' Equity:                                  |                                
|Interest-bearing liabilities:                                          |                                
|Savings accounts                                                       | $ 132,225                      
|Money market accounts                                                  | 458,080                        
|NOW and other demand deposit accounts                                  | 735,755                        
|Certificate accounts                                                   | 958,861                        
|Total                                                                  | 2,284,921                      
|FHLB advances                                                          | 438,818                        
|Total interest-bearing liabilities                                     | 2,723,739                      
|Non-interest-bearing liabilities                                       | 32,316                         
|Total liabilities                                                      | 2,756,055                      
|Stockholders' equity                                                   | 281,318                        
|Total liabilities and stockholders' equity                             | $3,037,373                     
|Net interest income                                                    |                                
|Net interest spread                                                    |                                
|Effective interest spread                                              |                                
|Ratio of interest-earning assets to interest-bearing
      liabilities | 108.93%                        

12

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Continued

Average Balance Sheets
The following table sets forth certain information relating to the Company for
the nine months ended December 31, 2002 and 2001. The yields and costs are
derived by dividing income or expense by the average balance of assets or
liabilities, respectively, for the periods shown. Average balances are derived
from average daily balances. The yields and costs include fees that are
considered adjustments to yields.

|                                                                       | Nine Months Ended December 31,
|---------------------------------------------------------------------- | ------------------------------
|                                                                       | 2002                          
|                                                                       | Average
      Balance         
|                                                                       | (Dollars in thousands)        
|Assets:                                                                |                               
|Interest-earning assets:                                               |                               
|Interest-earning deposits and short-term investments                   | $ 50,371                      
|Investment securities, net                                             | 120,100                       
|Loans receivable, net                                                  | 2,545,781                     
|Mortgage-backed securities, net                                        | 150,617                       
|Collateralized mortgage obligations, net                               | 57,739                        
|FHLB stock                                                             | 30,250                        
|Total interest-earning assets                                          | 2,954,858                     
|Non-interest-earning assets                                            | 66,083                        
|Total assets                                                           | $3,020,941                    
|                                                                       |                               
|Liabilities and Stockholders' Equity:                                  |                               
|Interest-bearing liabilities:                                          |                               
|Savings accounts                                                       | $ 131,415                     
|Money market accounts                                                  | 449,059                       
|NOW and other demand deposit accounts                                  | 659,215                       
|Certificate accounts                                                   | 991,352                       
|Total                                                                  | 2,231,041                     
|FHLB advances                                                          | 471,595                       
|Total interest-bearing liabilities                                     | 2,702,636                     
|Non-interest-bearing liabilities                                       | 28,791                        
|Total liabilities                                                      | 2,731,427                     
|Stockholders' equity                                                   | 289,514                       
|Total liabilities and stockholders' equity                             | $3,020,941                    
|Net interest income before provision for loan losses                   |                               
|Net interest spread                                                    |                               
|Effective interest spread                                              |                               
|Ratio of interest-earning assets to interest-bearing
      liabilities | 109.33%                       

13

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(Continued)

Rate/Volume Analysis
The following table presents the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest-bearing
liabilities have affected the Company's interest income and interest expense
during the periods indicated. Information is provided in each category with
respect to: (i) changes attributable to changes in volume (changes in volume
multiplied by prior rate); (ii) changes attributable to changes in rate (changes
in rate multiplied by prior volume); (iii) changes attributable to changes in
rate/volume (change in rate multiplied by change in volume); and (iv) the net
change.

|                                                     | Three Months Ended Deceember 31, 2002
      Compared to
      Three Months Ended December 31, 2001 | Nine Months Ended December 31, 2002
      Compared to
      Nine Months Ended December 31, 2001
|---------------------------------------------------- | -------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------
|                                                     | Increase (Decrease)
      Due to                                                                   | Increase (Decrease)
      Due to                                                               
|                                                     | Volume                                                                                             | Rate                                                                                           
|                                                     | (Dollars in thousands)                                                                            
|                                                     |                                                                                                    |                                                                                                
|Interest-earning assets:                             |                                                                                                    |                                                                                                
|Interest-earning deposits and short-term investments | $ 52                                                                                               | 414                                                                                            
|Investment securities, net                           | 221                                                                                                | (272)                                                                                          
|Loans receivable, net                                | 3,349                                                                                              | (7,248)                                                                                        
|Mortgage-backed securities, net                      | (1,747)                                                                                            | (519)                                                                                          
|Collateralized mortgage obligations, net             | (163)                                                                                              | (998)                                                                                          
|FHLB stock                                           | (62)                                                                                               | 159                                                                                            
|Total interest-earning assets                        | 1,650                                                                                              | (8,464)                                                                                        
|                                                     |                                                                                                    |                                                                                                
|Interest-bearing liabilities:                        |                                                                                                    |                                                                                                
|Savings accounts                                     | 23                                                                                                 | (162)                                                                                          
|Money market accounts                                | (6)                                                                                                | (924)                                                                                          
|NOW and other demand deposit
      accounts          | 593                                                                                                | 660                                                                                            
|Certificate accounts                                 | (2,453)                                                                                            | (3,913)                                                                                        
|FHLB advances                                        | (1,666)                                                                                            | 714                                                                                            
|Total interest-bearing liabilities                   | (3,509)                                                                                            | (3,625)                                                                                        
|Change in net interest income                        | $ 5,159                                                                                            | (4,839)                                                                                        

14

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(Continued)

Forward-Looking StatementsExcept for historical information contained herein, the matters discussed in
this report contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that involve substantial risks and uncertainties.
When used in this report, or in the documents incorporated by reference herein,
the words "anticipate," "believe," "estimate,"
"may," "intend," "expect" and similar expressions
identify certain of such forward-looking statements. Actual results could differ
materially from such forward-looking statements contained herein. Factors that
could cause future results to vary from current expectations include, but are
not limited to, the following: changes in economic conditions (both generally
and more specifically in the markets in which the Company operates); changes in
interest rates, deposit flows, loan demand, real estate values and competition;
changes in accounting principles, policies or guidelines and in government
legislation and regulation (which change from time to time and over which the
Company has no control); other factors affecting the Company's operations,
markets, products and services, and other risks detailed in this Form 10-Q and
in the Company's other Securities and Exchange Commission filings. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's analysis only as of the date hereof. The Company undertakes
no obligation to publicly revise these forward-looking statements to reflect
events or circumstances that arise after the date hereof.Critical Accounting Policies
The Company has established various accounting policies which govern the
application of accounting principles generally accepted in the United Sates of
America in the preparation of the financial statements. The significant
accounting policies are described in the Company's Annual Report on form 10-K/A
for the year ended March 31, 2002. Certain accounting policies require
significant estimates and assumptions which have a material impact on the
carrying value of certain assets and liabilities, and these are considered to be
critical accounting policies. The estimates and assumptions used are based on
historical experience and other factors, which are believed to be reasonable
under the circumstances. Actual results could differ significantly from these
estimates and assumptions which could have a material impact on the carrying
value of assets and liabilities at the balance sheet dates and on the results of
operations for the reporting periods.
The following represents critical accounting policies that require the most
significant estimates and assumptions that are particularly susceptible to
significant change in the preparation of the financial statements:
Allowance for loan losses. For further information, see "Comparison of
Financial Condition at December 31, 2002 and March 31, 2002".Comparison of Operating Results for the Three Months Ended December 31, 2002
and 2001General
The Company recorded net earnings of $8.7 million or $0.70 per diluted share for
the three months ended December 31, 2002 compared to net earnings of $9.6
million or $0.73 per diluted share for the comparable period of 2001. Net
earnings for the quarter ended December 31, 2001, included $464,000 or $0.04 per
diluted share arising from the net impact of: 1) the reversal of $1.3 million
($730,000 or $0.06 per diluted share, net of tax) of interest expense that had
been accrued over the previous five fiscal years in connection with a state
income tax appeal that was resolved in favor of the Company during the quarter,
and 2) the reversal of a $458,000 ($266,000 or $0.02 per diluted share, net of
tax) over accrual of interest income during the previous two quarters, which was
the result of a clerical error.

15

---

PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
( Continued)

Net interest income decreased $1.2 million from $29.3 million for the three
months ended December 31, 2001 to $28.1 million for the comparable period of
2002 as net interest spread decreased 17 basis points from 3.76% for the three
months ended December 31, 2001 to 3.59% for the comparable period of 2002.
Excluding the interest adjustments noted above, pro forma net interest income
would have been $28.5 million for the three months ended December 31, 2001 and
the decrease between the three months ended December 31, 2001 and 2002 would
have been $409,000. On a pro-forma basis, this $409,000 decrease in net interest
income would have been attributable to a 4 basis point contraction in the
Company's net interest spread from 3.63% for the quarter ended December 31, 2001
to 3.59% for the current quarter.
Provision for loan losses was $500,000 for the three months ended December 31,
2002 compared to $1.3 million for the comparable period of 2001. Total
non-interest income was $4.9 million for the three months ended December 31,
2002 compared to $4.7 million for the comparable period of 2001. Total
non-interest expense was $17.5 million for the three months ended December 31,
2002 compared to $16.3 million for the comparable period of 2001.Interest Income
Interest income decreased $6.9 million from $52.5 million for the three months
ended December 31, 2001 to $45.7 million for the comparable period of 2002. The
$6.9 million decrease in interest income reflects a 106 basis point decrease in
average yield on interest-earning assets from 7.20% for the three months ended
December 31, 2001 to 6.14% for the comparable period of 2002. Average
interest-earning assets increased $47.8 million from $2.92 billion for the three
months ended December 31, 2001 to $2.97 billion for the comparable period of
2002.
Excluding the $458,000 adjustment noted above, (reflected on the accompanying
average balance sheet as a reduction to interest income on interest-earning
deposits and short-term investments), pro-forma interest income would have been
$53.0 million for the three months ended December 31, 2001, and the decrease
between the three months ended December 31, 2001 and 2002 would
have been$7.3 million. This pro-forma $7.3 million decrease in interest
income would have been attributable to a 112 basis point decrease in average
yield on interest-earning assets from 7.26% for the three months ended December
31, 2001 to 6.14% for the comparable period of 2002.
Average yield on loans receivable, net decreased 119 basis points from 7.67% for
the three months ended December 31, 2001 to 6.48% for the comparable period of
2002. The decrease in average yield on loans receivable, net, was attributable
to a significant increase in the turnover of the portfolio in an environment in
which the average yield on loans being paid down was substantially higher than
the yield on new originations and purchases. Total loan principal paydowns were
$504.6 million for the three months ended December 31, 2002 compared to $428.7
million for the comparable period of 2001. Total loan originations and purchases
for the three months ended December 31, 2002 were $509.3 million and $124.5
million, respectively, compared to $351.9 million and $41.1 million,
respectively, for the comparable period of 2001. The weighted average interest
rate on loans originated during the three months ended December 31, 2002 was
6.30% compared to 7.00% for the comparable period of 2001.
The downward movement of average yield on loans receivable, net also reflects
the fact that approximately $1.72 billion of the Bank's loans receivable are
adjustable rate. This does not include approximately $669.0 million of hybrid
adjustable rate mortgages (ARMs) that are still in their initial fixed rate
periods generally ranging from three to five years. Of the $1.72 billion of
adjustable rate loans, $619.0 million are indexed to Prime, $416.9 million are
indexed to the one-year Constant Maturity Treasury (CMT) and $394.0 million are
indexed to the Eleventh District Cost of Funds Index (COFI). Prime, one-year CMT,
and COFI decreased 50, 68 and 72 basis points, respectively, between December
31, 2001 and 2002.

16

---

PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
( Continued)

The downward movement in average yield on loans receivable, net, was partially
mitigated by an increase in the aggregate disbursed balance of construction,
commercial business, commercial real estate and consumer loans (the Four-Cs)
from $1.06 billion or 44 percent of loans receivable, net, at December 31, 2001
to $1.21 billion or 45 percent of loans receivable, net, at December 31, 2002.
Originations of the Four-Cs continues to be an area of focus for the Bank with
such loans accounting for 79% and 83% of total loan originations for the three
months ended December 31, 2002 and 2001, respectively.
The average yield on the aggregate balance of investment securities,
mortgage-backed securities and collateralized mortgage obligations
(collectively, "securities") was 3.63% for the three months ended
December 31, 2002 compared to 5.62% for the comparable period of 2001. The
decrease in the average yield on securities reflects the decrease in the general
level of interest rates. During the three months ended December 31, 2002,
paydowns on the company's portfolio of collateralized mortgage obligations (CMOs)
totaled $23.4 million or 40% of the balance outstanding at September 30, 2002.
As a result, premium amortization on CMOs was $626,000 for the three months
ended December 31, 2002, compared to $39,000 for the comparable period of 2001.
Premium amortization reduced yield on CMOs, yield on average interest-earning
assets, net interest spread and effective interest spread for the three months
ended December 31, 2002 by 486 basis points, eight basis points, eight basis
points and nine basis points, respectively compared to 23 basis points, zero
basis points, zero basis points and one basis point, respectively for the
comparable period of 2001. As of December 31, 2002, the Company's weighted
average cost bases of its CMO and total securities portfolios as a percentage of
the total par values were 103.17% and 100.97%, respectively.
The average balance of loans receivable, net, increased $174.7 million from
$2.44 billion for the three months ended December 31, 2001 to $2.62 billion for
the comparable period of 2002. The average balance of loans receivable, net as a
percentage of total average interest earning assets increased from 84 percent
for the three months ended December 31, 2001 to 88 percent for the comparable
period of 2002. The average aggregate balance of securities decreased $112.3
million from $404.3 million for the three months ended December 31, 2001 to
$292.0 million for the comparable period of 2002. The decrease in securities
reflects the Company's strategy of increasing the proportion of its total
interest-earning assets comprised by loans receivable, net, as a means of
enhancing profitability.Interest Expense
Interest expense decreased $5.7 million from $23.2 million for the three months
ended December 31, 2001 to $17.5 million for the comparable period of 2002. The
$5.7 million decrease in interest expense reflects an 89 basis point reduction
in average cost of interest-bearing liabilities from 3.44% for the three months
ended December 31, 2001 to 2.55% for the comparable period of 2002. This
reduction in average cost of interest-bearing liabilities was driven by the
decrease in the general level of interest rates and a shift in the funding mix
away from certificates of deposit (C.D.s) and FHLB advances towards a higher
proportion in core deposits.
Excluding the $1.3 million reversal noted above, (reflected on the accompanying
average balance sheet as a reduction to other interest expense) pro-forma
interest expense for the three months ended December 31, 2001 would have been
$24.4 million, and the decrease between the three months ended December 31, 2001
and 2002 would have been $6.9 million. The pro-forma $6.9 million decrease in
interest expense would have been attributable to a 108 basis point decrease in
the average cost of interest-bearing liabilities from 3.63% for the three months
ended December 31, 2001 to 2.55% for the comparable period of 2002.
Average interest-bearing liabilities increased $52.1 million from $2.67 billion
for the three months ended December 31, 2001 to $2.72 billion for the comparable
period of 2002. Average total deposits increased $225.1 million from $2.06
billion for the three months ended December 31, 2001 to $2.28 billion for the
comparable period of 2002. Reflecting the

17

---

PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
( Continued)

Bank's successful strategy of
developing a lower cost, more stable deposit base, the average balance of core
deposits increased $442.3 million from $883.7 million for the three months ended
December 31, 2001, to $1.33 billion for the comparable period of 2002. The
average balance of core deposits as a percentage of average total deposits
increased from 43% for the three months ended December 31, 2001, to 58% for the
comparable period of 2002. The average costs of core deposits and C.D.s were
1.54% and 3.16%, respectively for the three months ended December 31, 2002
compared to 1.80% and 4.48%, respectively for the comparable period of 2001,
reflecting the decrease in the general level of interest rates.Provision for Loan Losses
Provision for loan losses was $500,000 for the three months ended December 31,
2002 compared to $1.3 million for the comparable period of 2001. See
"Comparison of Financial Condition at December 31, 2002 and March 31,
2002".Non-Interest Income
Non-interest income increased $264,000 from $4.7 million for the three months
ended December 31, 2001, to $4.9 million for the comparable period of 2002. The
increase in deposit and related fees from $2.3 million for the three months
ended December 31, 2001 to $2.5 million for the comparable period of 2002
reflects increases in transaction volumes associated with growth in core
deposits along with increases to fee schedules and an increased focus on fee
collection.
The change in trading securities activity from a $282,000 gain for the three
months ended December 31, 2001 to a $80,000 loss for the comparable period of
2002 reflects the volatility and weakness of the equity and debt securities
comprising the Company's trading securities portfolio. The fair value of the
trading securities portfolio was $1.8 million at December 31, 2002 compared to
$2.3 million at March 31, 2002 and $2.4 million at December 31, 2001.Non-Interest Expense
Non-interest expense and general and administrative expense increased $1.2
million from $16.3 million or 2.18% of average assets, on an annualized basis,
for the three months ended December 31, 2001, to $17.5 million or 2.30% of
average assets, on an annualized basis, for the comparable period of 2002.
Approximately $560,000 of the $1.2 million increase in general and
administrative expense represents costs associated with the Company's wealth
management subsidiary, Glencrest Investment Advisors, Inc., which began
operations in January 2002. The increase in general and administrative expense
also reflects the addition of new branches in Fontana and Chino, California,
during July and September 2002, respectively, bringing the Bank's full service
branch network to 26 locations. Also, contributing to the increase in operating
expense were additions to staffing levels in the loan areas reflecting the
increased complexity and labor-intensity associated with the Four-Cs, which, as
noted earlier, comprise an increasing proportion of the total loan portfolio.
Non-cash charges associated with the amortization of shares under the Company's
ESOP and 1996 Incentive Plan increased from $1.2 million for the three months
ended December 31, 2001 to $1.3 million for the comparable period of 2002.Income Taxes
Income taxes were $6.4 million for the three months ended December 31, 2002,
compared to $6.9 million for the comparable period of 2001. The effective tax
rate was 42.4% for the three months ended December 31, 2002, compared to 42.0%
for the comparable period of 2001. The favorable resolution of the state income
tax appeal during the three months ended December 31, 2001 had no impact on
income tax expense.



18

---

PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
( Continued)

Comparison of Operating Results for the Nine Months Ended December 31, 2002
and 2001General
The Company recorded net earnings of $26.0 million or $2.04 per diluted share
for the nine months ended December 31, 2002 compared to net earnings of $26.5
million or $2.06 per diluted share for the comparable period of 2001. Net
earnings for the nine months ended December 31, 2001 included $730,000 or $0.04
per diluted share, net of tax applicable to the $1.3 million reversal of
interest expense noted earlier. The $458,000 over accrual and subsequent
adjustment of interest income noted earlier, both occurred within the nine
months ended December 31, 2001 and as a result, had no impact on operating
results for the nine month period.
Net interest income increased $1.4 million from $82.4 million for the nine
months ended December 31, 2001, to $83.7 million for the comparable period of
2002 reflecting a 5 basis point increase in net interest spread from 3.49% for
the nine months ended December 31, 2001 to 3.54% for the comparable period of
2002.
Excluding the interest adjustment noted above, pro-forma net interest income,
would have been $81.1 million for the nine months ended December 31, 2001, and
the increase between the nine months ended December 31, 2001 and 2002 would have
been $2.6 million. On a pro-forma basis, this $2.6 million increase in net
interest income would have been attributable to an 11 basis point expansion of
the Company's net interest spread from 3.43% for the nine months ended December
31, 2001 to 3.54% for the comparable period of 2002.
Provision for loan losses was $3.0 million for the nine months ended December
31, 2002 compared to $3.8 million for the comparable period of 2001.
Total non-interest income was $13.7 million for the nine months ended December
31, 2002, compared to $12.7 million for the comparable period of 2001. Total
non-interest expense was $49.8 million for the nine months ended December 31,
2002, compared to $45.5 million for the comparable period of 2001Interest Income
Interest income decreased $24.7 million from $165.4 million for the nine months
ended December 31, 2001, to $140.8 million for the comparable period of 2002.
The $24.7 million decrease in interest income was attributable to a 131 basis
point decrease in average yield on interest-earning assets from 7.65% for the
nine months ended December 31, 2001 to 6.34% for the comparable period of 2002.
Average interest-earning assets increased $71.0 million from $2.88 billion for
the nine months ended December 31, 2001 to $2.95 billion for the comparable
period of 2002.
Average yield on loans receivable, net decreased 138 basis points from 8.07% for
the nine months ended December 31, 2001 to 6.69% for the comparable period of
2002. The decrease in average yield on loans receivable, net was attributable to
the high level of turnover in the portfolio and the decrease in the general
level of interest rates. Total loan principal paydowns were $1.37 billion for
the nine months ended December 31, 2002, compared to $1.12 billion for the
comparable period of 2001. Total loan originations and purchases were $1.40
billion and $259.8 million, respectively for the nine months ended December 31,
2002, compared to $1.07 billion and $282.2 million, respectively, for the
comparable period of 2001. The weighted average interest rate on loans
originated during the nine months ended December 31, 2002 was 6.44% compared to
7.58% for the comparable period of 2001.

19

---

PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
( Continued)

The average yield on securities decreased 156 basis points from 6.00% for the
nine months ended December 31, 2001, to 4.44% for the comparable period of 2002,
reflecting the impact of the decrease in the general level of interest rates.
Premium amortization on CMOs was $702,000 for the nine months ended December 31,
2002 compared to $138,000 for the comparable period of 2001. This premium
amortization reduced yield on CMOs, yield on average interest-earning assets,
net interest spread and effective interest spread for the nine months ended
December 31, 2002, by 162 basis points, three basis points, three basis points
and three basis points, respectively, compared to 24 basis points, one basis
point, one basis point and zero basis points, respectively for the comparable
period of 2001.
The average balance of loans receivable, net increased $173.7 million from $2.37
billion for the nine months ended December 31, 2001 to $2.55 billion for the
comparable period of 2002. The average balance of securities decreased $99.6
million from $428.1 million for the nine months ended December 31, 2001 to
$328.5 million for the comparable period of 2002.Interest Expense
Interest expense decreased $26.0 million from $83.1 million for the nine months
ended December 31, 2001, to $57.1 million for the comparable period of 2002. The
$26.0 million decrease in interest expense reflects a 136 basis point reduction
in average cost of interest-bearing liabilities from 4.16% for the nine months
ended December 31, 2001 to 2.80% for the comparable period of 2002. This
reduction in average cost of interest-bearing liabilities was driven by the
decrease in the general level of interest rates as well as the shift in the
funding mix towards core deposits.
Excluding the $1.3 million reversal discussed earlier, pro-forma interest
expense for the nine months ended December 31, 2001 would have been $84.3
million, and the decrease between the nine months ended December 31, 2001 and
2002 would have been $27.3 million. This pro-forma $27.3 million decrease in
interest expense would have been attributable to a 142 basis point decrease in
the average cost of interest-bearing liabilities from 4.22% for the nine months
ended December 31, 2001 to 2.80% for the comparable period of 2002.
Average interest-bearing liabilities increased $51.3 million from $2.65 billion
for the nine months ended December 31, 2001 to $2.70 billion for the comparable
period of 2002. Average total deposits increased $188.3 million from $2.04
billion for the nine months ended December 31, 2001 to $2.23 billion for the
comparable period of 2002. The average balance of core deposits increased $388.4
million from $851.3 million for the nine months ended December 31, 2001 to $1.24
billion for the comparable period of 2002. The average balance of core deposits
as a percentage of average total deposits increased from 42% for the nine months
ended December 31, 2001 to 56% for the comparable period of 2002.Provision for Loan Losses
Provision for loan losses was $3.0 million for the nine months ended December
31, 2002 compared to $3.8 million for the comparable period of 2001. See
"Comparison of Financial Condition at December 31, 2002 and March 31,
2002."Non-Interest Income
Non-interest income increased $1.0 million from $12.7 million for the nine
months ended December 31, 2001, to $13.7 million for the comparable period of
2002. The increase in loan and servicing fees from $3.6 million for the nine
months ended December 31, 2001 to $4.0 million for the comparable period of 2002
was attributable to an increase in fees received in connection with higher
volumes of prepayment activity. Higher volumes of core deposit and transactional
activity along with an increased focus on fee collection resulted in an increase
in deposit and related fees from $7.1 million for the nine months ended December
31, 2001 to $7.9 million for the comparable period of 2002.

20

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
( Continued)

Non-Interest Expense
Non-interest expense increased $4.4 million from $45.5 million for the nine
months ended December 31, 2001 to $49.8 million for the comparable period of
2002. General and administrative expense also increased $4.4 million from $45.5
million or 2.05% of average assets, on an annualized basis, for the nine months
ended December 31, 2001, to $49.9 million or 2.20% of average assets, on an
annualized basis, for the comparable period of 2002. Sixty-six percent of the
$4.4 million increase in general and administrative expense was in the area of
compensation and benefits which increased $ 2.9 million from $24.9 million for
the nine months ended December 31, 2001 to $27.9 million for the comparable
period of 2002. This increase reflects additions to staffing levels associated
with new branches, Glencrest Investment Advisors, Inc. and additional Four-Cs
lending volumes. Those factors also contributed to the increases in other areas
of general and administrative expense, as did the Bank's increased marketing
focus on the growing Hispanic community.
Non-cash charges associated with the amortization of shares under the Company's
ESOP and 1996 Incentive Plan were $4.3 million for the nine months ended
December 31, 2001 and 2002.Income Taxes
Income taxes were $18.6 million for the nine months ended December 31, 2002
compared to $19.3 million for the comparable period of 2001. The effective tax
rate was 41.7% for the nine months ended December 31, 2002, compared to 42.0%
for the comparable period of 2001. A $214,000 non-recurring tax benefit arising
from the change in the California tax code related to the bad debt reserve
method was recorded during the quarter ended September 30, 2002, reducing the
Company's combined effective tax rate for the nine months ended December 31,
2002 by 48 basis points.Comparison of Financial Condition at December 31, 2002 and March 31, 2002
Total assets were virtually unchanged between March 31, 2002 and December 31,
2002 at $3.04 billion. Loans receivable, net increased $164.1 million from $2.49
billion at March 31, 2002 to $2.66 billion at December 31, 2002. The increase in
loans receivable, net included a $161.9 million increase in the aggregate
disbursed balance of the Four-Cs reflecting the Bank's increased lending focus
on those segments of the portfolio. Securities decreased $113.4 million from
$353.9 million at March 31, 2002 to $240.4 million at December 31, 2002
reflecting the utilization of paydowns on securities to fund loan growth.
Non-accrual loans increased from $4.5 million or 0.16% of gross loans at March
31, 2002 to $17.6 million or 0.57% of gross loans at December 31, 2002.
Non-performing assets, which includes non-accrual loans, and foreclosed real
estate, net of specific allowances, increased from $5.0 million or 0.16% of
total assets at March 31, 2002, to $17.9 million or 0.59% of total assets at
December 31, 2002. The increases in non-accrual loans and non-performing assets
were attributable principally to a $10.8 million residential tract construction
loan that was placed on non-accrual status during July 2002 and a $2.7 million
commercial business loan that was placed on non-accrual status in December 2002,
both of which are more fully described below. The $10.8 million construction
loan is for the acquisition and development of 66 residential lots and
single-family homes in Murrieta, California. Following successful completion and
sale of the first phase



21

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
( Continued)

of 21 homes, the equity partner on the project removed
and replaced the developer. As a result, construction of the second phase of 20
homes, which is presently 80% complete, was suspended temporarily. Construction
has resumed and the second phase is expected to be completed and closed during
the first and second calendar quarters of 2003. To date, all of the 20 homes in
phase two have been sold as have all four model homes. The remaining 21
developed lots are also expected to be sold during the first half of calendar
2003. No loss is anticipated on this loan. The $2.7 million commercial business
loan is a working capital line to a chain of retail jewelry stores. The loan is
secured by inventory and accounts receivable. The stores entered bankruptcy in
November 2002. Based on an evaluation of this commercial business loan,
including the Bank's collateral position and current operating status of the
jewelry stores, conversations with counsel, an independent inventory service and
a firm specializing in turnaround situations; it is the Bank's opinion that the
probable course of action with respect to this loan will be the replacement of
current management and the continued operation of the stores by a turnaround
specialist. The status and probable course of action were taken into account in
determining the adequacy of the allowance for loan losses at December 31, 2002.
The allowance for loan losses is maintained at an amount management considers
adequate to cover losses on loans receivable, which are deemed probable and
estimable. The allowance is based upon a number of factors, including current
economic conditions, actual loss experience, industry trends and the composition
of the loan portfolio by type. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the Company's
allowance for loan losses. Such agencies may require the Company to make
additional provisions for loan losses based upon information available at the
time of the review.
The Company will continue to monitor and modify its allowance for loan losses as
economic conditions, loss experience, and changes in portfolio composition and
other factors dictate. At December 31, 2002, the Company's allowance for loan
losses was $29.6 million or 0.96% of gross loans and 168% of non-accrual loans
compared to $31.4 million or 1.11% of gross loans and 698% of non-accrual loans
at March 31, 2002.
The following table sets forth activity in the Company's allowance for loan
losses for the three and nine months ended December 31, 2002 and 2001.



|                          | Three Months Ended December 31, | Nine Months Ended December 31,
|------------------------- | ------------------------------- | ------------------------------
|                          | 2002                            | 2001                          
|Beginning balance         | $ 29,166                        | $ 32,234                      
|Provision for loan losses | 500                             | 1,250                         
|Charge-offs               | (243)                           | (299)                         
|Recoveries                | 134                             | 56                            
|Ending balance            | $ 29,557                        | $ 33,241                      

Charge-offs of $5.4 million for the nine months ended December 31, 2002 included
$4.5 million of the Bank's $4.9 million participating interest in a $17.4
million commercial loan to a Southern California garment manufacturer. During
the quarter ended September 30, 2002, the lead lender determined that the
borrower was dissipating the collateral securing the loan and legal action was
initiated against the borrower and guarantor.
The $391,000 net increase in the allowance for loan losses during the three
months ended December 31, 2002, reflects the impact of the changes in the risk
profiles of the various segments of the loan portfolio during the quarter. These
changes are more fully described below.

22

---

PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
( Continued)

During the three months ended December 31, 2002, the Company experienced
deterioration in the credit risk profile of its commercial business loan
portfolio while experiencing improvement in the credit risk profile of several
other segments of its loan portfolio. Among the indicators of this deterioration
in the credit risk profile of the commercial business loan portfolio was the
movement to non-accrual status of the $2.7 million commercial credit discussed
earlier. The emergence of that credit as a non-accrual loan during the three
months ended December 31, 2002 was among the factors influencing the Company's
decision to increase its allowance for loan losses assigned to the commercial
business loan portfolio. Commercial business loans represent 6% of total loans
receivable, net at December 31, 2002. During the three months ended December 31,
2002, the Company observed an improvement in the credit risk profile of several
other segments of the loan portfolio, most notably residential tract
construction loans (which represent 19% of total loans receivable, net). Several
large residential tract construction loans, including the $10.8 million loan
discussed earlier, which had experienced cost overruns or construction delays
progressed to a point during the three months ended December 31, 2002, to
provide an increased level of assurance that the amount of probable loss on
those loans, as well as other loans in portfolio with similar risk
characteristics, decreased during the quarter. As a result, the allowance for
loan losses allocated to the tract construction portfolio was reduced
commensurate with the decrease in the risk profile.
Total liabilities were also virtually unchanged between March 31, and December
31, 2002 at $2.76 billion. Deposits increased $121.8 million from $2.17 billion
at March 31, 2002 to $2.29 billion at December 31, 2002. Core deposits increased
$270.2 million from $1.08 billion at March 31, 2002 to $1.35 billion at December
31, 2002. FHLB advances decreased $125.0 million from $558.0 million at March
31, 2002 to $433.0 million at December 31, 2002, as strong deposit inflows in
excess of amounts used to fund loan growth were used to pay down borrowings.
Total stockholders' equity was $274.8 million at December 31, 2002 compared to
$284.1 million at March 31, 2002. The $9.2 million decrease in total
stockholders' equity is comprised principally of a $10.1 million decrease in
retained earnings, substantially restricted, a $2.3 million decrease in
additional paid-in-capital, a $1.3 decrease in unearned stock-based compensation
and a $1.9 million decrease in accumulated other comprehensive loss. The $10.1
million decrease in retained earnings, substantially restricted reflects the
$26.0 million of net earnings for the nine months ended December 31, 2002 offset
by 1) $3.2 million of quarterly cash dividends of $0.08 per common share
declared on June 15 and September 13, 2002, paid June 29 and September 27, 2002
and a quarterly cash dividend of $0.10 per common share declared September 18,
paid December 27, 2002 and 2) $33.0 million representing the amount paid by the
Company in excess of the original issuance price to repurchase 1,404,300 shares
of its common stock at a weighted average price of $33.48 per share. The $2.3
million decrease in additional paid-in-capital is comprised of $11.7 million
representing the exercise of stock options, the amortization and issuance of
shares under the Company's stock-based compensation plans along with the income
tax benefit arising therefrom, partially offset by the removal from additional
paid-in-capital of the $14.0 million created upon the March 1996 issuance of the
1,404,300 shares of common stock that were repurchased during the nine months
ended December 31, 2002. The $1.3 million decrease in unearned stock-based
compensation reflects the amortization of shares under the Company's ESOP. The
$1.9 million decrease in accumulated other comprehensive loss reflects the
change in the unrealized loss, net of tax on securities available for sale.Liquidity and Capital ResourcesThe Company's primary sources of funds are deposits, principal and
interest payments on loans and securities, FHLB advances and other borrowings,
proceeds from the maturation of securities and, to a lesser extent, proceeds
from the sale of loans and securities. While maturities and scheduled
amortization of loans and securities are predictable sources of funds, deposit
flows and mortgage and security prepayments are greatly influenced by the
general level of interest rates, economic conditions and competition. OTS
regulations require that sufficient liquidity be maintained at a level which
ensures safe and sound banking practices. The Bank's average liquidity ratio was
5.42% for the nine months ended

23

---

PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
( Continued)

December 31, 2002. Management's strategy is to
invest excess liquidity in higher yielding interest-earning assets, such as
loans or other investments, depending on market conditions. The Bank has
invested in corporate securities when the yields thereon have been more
attractive than U.S. government and federal agency securities of similar
maturity. While corporate securities are not backed by any government agency,
the maturity structure and credit quality of all corporate securities owned by
the Bank meet the minimum standards set forth by the OTS for regulatory
liquidity-qualifying investments. The Bank has invested in callable debt issued
by Federal agencies of the U.S. government when the yields thereon to call
date(s) and maturity exceeded the yields on comparable term and credit quality
non-callable investments by amounts which management deems sufficient to
compensate the Bank for the call options inherent in the securities. At December
31, 2002, the Bank had no investments in callable securities.
The Company's cash flows are comprised of three primary classifications: cash
flows from operating activities, investing activities and financing activities.
Net cash flows provided by operating activities were $35.2 million and $39.2
million for the nine months ended December 31, 2002 and 2001, respectively.
Investing activities consist primarily of disbursements for originations and
purchases of loans and purchases of securities, offset by principal payments on
loans, and proceeds from maturation, paydowns and sales of securities.
The following items summarize the major components of the Company's investing
activities. For the nine months ended December 31, 2002 disbursements for
originations and purchases of loans held for investment were $1.40 billion and
$259.8 million, respectively, compared to $1.07 billion and $282.2 million,
respectively, for the comparable period of 2001. For the nine months ended
December 31, 2002 and 2001, disbursements for purchases of securities were $35.1
million and $108.6 million, respectively. Proceeds from paydowns on loans held
for investment and proceeds from maturation, paydowns and sales of securities
were $1.37 billion and $150.5 million, respectively for the nine months ended
December 31, 2002, compared to $1.12 billion and $ 165.1 million for the
comparable period of 2001.
Net cash provided by (used in) financing activities consisted primarily of net
activity in deposit accounts and FHLB advances. The net increases (decreases) in
deposits and FHLB advances were $121.8 million and $(125.0) million and $47.5
million and $13.0 million for the nine months ended December 31, 2002 and 2001,
respectively.
At December 31, 2002, the Bank exceeded all of its regulatory capital
requirements with a tangible capital level of $253.3 million, or 8.40% of
adjusted total assets, which is above the required level of $45.2 million, or
1.5%; core capital of $253.3 million, or 8.40% of adjusted total assets, which
is above the required level of $120.6 million, or 4.0%; and total risk-based
capital of $280.5 million, or 12.12% of risk-weighted assets, which is above the
required level of $185.1 million, or 8.0%.
The Company's most liquid assets are cash and cash equivalents. The levels of
these assets are dependent on the Company's operating, financing, lending and
investing activities during any given period. At December 31, 2002, cash and
cash equivalents totaled $46.5 million. The high balance ($106.0 million) of
cash and cash equivalents at March 31, 2002, was caused by a significant and
rapid increase in payoffs of loans receivable and deposit inflows during the
previous several months. The Company has other sources of liquidity if a need
for additional funds arises, including the utilization of reverse repurchase
agreements and FHLB advances. At December 31, 2002, the Company had $433.0
million of FHLB advances outstanding. Other sources of liquidity include
investment securities maturing within one year.

24

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
( Continued)

The Company currently has no material contractual obligations or commitments for
capital expenditures. At December 31, 2002, the Company had outstanding
commitments to originate and purchase loans of $124.3 million and zero,
respectively. The Company anticipates that it will have sufficient funds
available to meet these commitments. At December 31, 2002, and 2001 the Company
had no outstanding commitments to purchase securities. C.D.s that are scheduled
to mature in less than one year from December 31, 2002 totaled $657.4 million.
The Company expects that a substantial portion of the maturing C.D.s will be
retained at maturity. FHLB advances maturing in less than one year from December
31, 2002 totaled $323.0 million. The Company expects that the majority of these
maturing advances will be rolled into new advances upon maturity.Segment ReportingThe Company, through its subsidiaries, provides a broad range of
financial services to individuals and companies located primarily in Southern
California. These services include demand, time, and savings deposits; real
estate, business and consumer lending; ATM processing; cash management; trust
services and investment advisory services. While the Company's chief decision
makers monitor the revenue streams of the various Company products and services,
operations are managed and financial performance is evaluated on a Company-wide
basis. Accordingly, all of the Company's banking operations are considered by
management to be aggregated in one reportable operating segment.Item 3. Qualitative and Quantitative Disclosures about Market RiskReaders should refer to the qualitative disclosures (consisting primarily of
interest rate risk) in the Company's March 31, 2002 Form 10-K/A, as there have
been no significant changes in these disclosures during the nine months ended
December 31, 2002.Item 4. Controls and Procedures
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company required to
be included in the Company's periodic Securities and Exchange Commission
filings. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the evaluation date.

25

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PART II -- OTHER INFORMATION
PFF BANCORP, INC. AND SUBSIDIARIES

|Item 1. Legal
      Proceedings                                                                                                                      
|-----------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                     
|Item 2. Changes in Securities and Use of Proceeds                                                                                                    
|                                                                                                                                                     
|Item 3. Defaults Upon Senior Securities                                                                                                              
|                                                                                                                                                     
|Item 4. Submission of Matters to a Vote of Security
      Holders                                                                                    
|                                                                                                                                                     
|Item 5. Other Information                                                                                                                            
|                                                                                                                                                     
|Item 6. Exhibits and Reports on Form 8-K.                                                                                                            
|(a)(3)                                                                                                                                               
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|_________________________                                                                                                                            
|*Incorporated herein by reference to Form S-1, Registration Statement,
      as amended, filed on December 8, 1995, SEC Registration Number 33-94860.

26

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PFF BANCORP, INC. AND SUBSIDIARIES
SIGNATURES

Pursuant to the requirements of Section 13 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.

|                        | PFF BANCORP, INC.
|----------------------- | -----------------
|DATE: February 11, 2003 | BY:              
|                        |                  
|DATE: February 11, 2003 | BY:              
|                        |                  



27

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CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

|I, Larry M. Rinehart, certify that:                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. Based on my knowledge, this quarterly report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this quarterly report;                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. The registrant's other certifying officers and I have disclosed,
      based on our most recent evaluation, to the registrant's auditors and the
      audit committee of registrant's board of directors:                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. The registrant's other certifying officers and I have indicated in
      this quarterly report whether or not there were significant changes in
      internal controls or in other factors that could significantly affect
      internal controls subsequent to the date of our most recent evaluation,
      including any corrective actions with regard to significant deficiencies
      and material weaknesses.
|Date: February 11, 2003                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          

28

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CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

|I, Gregory C Talbott, certify that:                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. Based on my knowledge, this quarterly report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this quarterly report;                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. The registrant's other certifying officers and I have disclosed,
      based on our most recent evaluation, to the registrant's auditors and the
      audit committee of registrant's board of directors:                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. The registrant's other certifying officers and I have indicated in
      this quarterly report whether or not there were significant changes in
      internal controls or in other factors that could significantly affect
      internal controls subsequent to the date of our most recent evaluation,
      including any corrective actions with regard to significant deficiencies
      and material weaknesses.
|Date: February 11, 2003                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                          

29