UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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 June 30, 2000

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 0-27404

PFF 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 13,314,750 shares of common stock, par
value $.01 per share, outstanding as of August 11, 2000.



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

|PART I     | FINANCIAL INFORMATION (Unaudited)                                                                         | PAGE
|---------- | --------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                           |     
|Item 1     | Financial statements
      Consolidated Balance Sheets
      as of
      June 30, 2000 and March 31, 2000 | 1   
|           | Consolidated Statements of Earnings for the
    Three Months ended June 30, 2000 and 1999                 | 2   
|           | Consolidated Statements of Comprehensive Earnings
    for the Three Months ended June 30, 2000 and 1999   | 3   
|           | Consolidated Statement of Stockholders' Equity
    for the Three Months ended June 30, 2000               | 4   
|           | Consolidated Statements of Cash Flows for the
    Three Months ended June 30, 2000 and 1999               | 5   
|           | Notes to Unaudited Consolidated Financial Statements                                                      | 7   
|Item 2     | Management's Discussion and Analysis of
    Financial Condition and Results of Operations                 | 9   
|Item 3     | Qualitative and Quantitative disclosures about
    Market Risk                                            | 16  
|PART II    | OTHER INFORMATION                                                                                         |     
|Item 1     | Legal Proceedings                                                                                         | 17  
|Item 2     | Changes in Securities                                                                                     | 17  
|Item 3     | Defaults Upon Senior Securities                                                                           | 17  
|Item 4     | Submission of Matters to a Vote of Security Holders                                                       | 17  
|Item 5     | Other Information                                                                                         | 17  
|Item 6     | Reports on Form 8-K                                                                                       | 17  
|SIGNATURES |                                                                                                           |     



PART 1 - FINANCIAL INFORMATION (Unaudited)

Item 1. Financial Statements.

PFF BANCORP, INC. AND SUBSIDIARYCONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

|                                                                                                                                                       | June 30,
      2000 | March 31,
      2000
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | --------------------
|                                                                                                                                                       |                     |                     
|Assets                                                                                                                                                 |                     |                     
|Cash and cash equivalents                                                                                                                              | $ 38,832            | 35,131              
|Loans held for sale at lower of cost or fair value (net of valuation
      allowance)                                                                  | 825                 | 7,362               
|Investment securities held-to-maturity (estimated fair value
      of $720 at June 30, 2000 and $719 at March 31, 2000)                                | 702                 | 701                 
|Investment securities available-for-sale, at fair value                                                                                                | 87,896              | 87,810              
|Mortgage-backed securities available-for-sale, at fair value                                                                                           | 356,134             | 381,277             
|Collateralized mortgage obligations available-for-sale, at fair value                                                                                  | 85,027              | 85,653              
|Trading securities, at fair value                                                                                                                      | 3,961               | 4,318               
|Investments in real estate                                                                                                                             | 595                 | 4,928               
|Loans receivable, net                                                                                                                                  | 2,319,153           | 2,326,702           
|Federal Home Loan Bank (FHLB) stock, at cost                                                                                                           | 45,464              | 44,550              
|Accrued interest receivable                                                                                                                            | 19,421              | 18,584              
|Real estate acquired through foreclosure, net                                                                                                          | 654                 | 1,466               
|Property and equipment, net                                                                                                                            | 21,829              | 22,374              
|Prepaid expenses and other assets                                                                                                                      | 14,572              | 13,167              
|Total assets                                                                                                                                           | $ 2,995,065         | 3,034,023           
|                                                                                                                                                       |                     |                     
|Liabilities and Stockholders' Equity                                                                                                                   |                     |                     
|Liabilities:                                                                                                                                           |                     |                     
|Deposits                                                                                                                                               | $ 1,917,277         | 1,906,534           
|FHLB advances and other borrowings                                                                                                                     | 819,000             | 884,000             
|Accrued expenses and other liabilities                                                                                                                 | 28,669              | 21,658              
|Total liabilities                                                                                                                                      | 2,764,946           | 2,812,192           
|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 20,012,972; outstanding 13,314,505 at
      June 30, 2000, and March 31, 2000 | 200                 | 200                 
|Additional paid-in capital                                                                                                                             | 131,558             | 131,370             
|Retained earnings, substantially restricted                                                                                                            | 120,145             | 113,521             
|Unearned stock-based compensation                                                                                                                      | (12,215)            | (13,303)            
|Treasury stock (6,698,467 at June 30, 2000 and March 31, 2000)                                                                                         | (67)                | (67)                
|Accumulated other comprehensive losses                                                                                                                 | (9,502)             | (9,890)             
|Total stockholders' equity                                                                                                                             | 230,119             | 221,831             
|Total liabilities and stockholders' equity                                                                                                             | $ 2,995,065         | 3,034,023           

See accompanying notes to the unaudited consolidated financial
    statements.



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

|                                                                                     | For the Three Months Ended
      June 30,
|------------------------------------------------------------------------------------ | -----------------------------------------
|                                                                                     | 2000                                     
|                                                                                     |                                          
|Interest income:                                                                     |                                          
|Mortgage loans                                                                       | $ 42,404                                 
|Non-mortgage loans                                                                   | 6,377                                    
|Mortgage-backed securities                                                           | 6,064                                    
|Collateralized mortgage obligations                                                  | 1,616                                    
|Investment securities and deposits                                                   | 3,237                                    
|Total interest income                                                                | 59,698                                   
|Interest expense:                                                                    |                                          
|Interest on deposits                                                                 | 22,307                                   
|Interest on borrowings                                                               | 13,270                                   
|Total interest expense                                                               | 35,577                                   
|Net interest income                                                                  | 24,121                                   
|Provision for loan losses                                                            | 1,251                                    
|Net interest income after provision for loan losses                                  | 22,870                                   
|Non-interest income:                                                                 |                                          
|Deposit and related fees                                                             | 2,279                                    
|Trust fees                                                                           | 567                                      
|Loan and servicing fees                                                              | 963                                      
|Gain (loss) on sales of assets, net                                                  | (20)                                     
|Gain (loss) on trading securities, net                                               | (370)                                    
|Other non-interest income                                                            | 200                                      
|Total non-interest income                                                            | 3,619                                    
|Non-interest expense:                                                                |                                          
|General and administrative:                                                          |                                          
|Compensation and benefits                                                            | 7,258                                    
|Occupancy and equipment                                                              | 2,861                                    
|Marketing and professional services                                                  | 1,089                                    
|Other non-interest expense                                                           | 2,294                                    
|Total general and administrative                                                     | 13,502                                   
|Foreclosed real estate operations, net                                               | (19)                                     
|Total non-interest expense                                                           | 13,483                                   
|Earnings before income taxes                                                         | 13,006                                   
|Income taxes                                                                         | 5,639                                    
|Net earnings                                                                         | $ 7,367                                  
|                                                                                     |                                          
|Basic earnings per share                                                             | $ 0.63                                   
|Weighted average shares outstanding for basic
      earnings per share calculation   | 11,609,116                               
|Diluted earnings per share                                                           | $ 0.59                                   
|Weighted average shares outstanding for diluted
      earnings per share calculation | 12,409,259                               

See accompanying notes to the unaudited consolidated financial
statements.



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

|                                                                                                            | For the Three Months Ended
      June 30,
|----------------------------------------------------------------------------------------------------------- | -----------------------------------------
|                                                                                                            | 2000                                     
|                                                                                                            |                                          
|Net earnings                                                                                                | $ 7,367                                  
|                                                                                                            |                                          
|Other comprehensive earnings (loss), net of income taxes                                                    |                                          
|Unrealized gains (losses) on securities available-for-sale:                                                 |                                          
|U.S. Treasury and agency securities and other investment
      securities available-for-sale, at fair value | 34                                       
|Collateralized mortgage obligations available-for-sale, at fair
      value                                 | 3                                        
|Mortgage-backed securities available-for-sale, at fair value                                                | 351                                      
|Reclassification of realized losses included in earnings                                                    | -                                        
|Other comprehensive earnings (losses)                                                                       | 388                                      
|Comprehensive earnings                                                                                      | $ 7,755                                  

See accompanying notes to the unaudited consolidated financial statements.





PFF BANCORP, INC. AND SUBSIDIARYCONSOLIDATED STATEMENT OF STOCKHOLDERS'
EQUITY
(Dollars in thousands)
(Unaudited)

|                                                                         | Number of
      Shares | Common
      Stock | Additional
      Paid-in
      Capital | Retained
      Earnings,
      Substantially
      Restricted | Unearned
      Stock-based
      Compensation | Treasury
      Stock | Accumulated
      Other
      Comprehensive
      Earnings(Loss) | Total   
|------------------------------------------------------------------------ | ---------------------- | ------------------ | -------------------------------------- | ------------------------------------------------------------- | --------------------------------------------- | -------------------- | ---------------------------------------------------------------- | --------
|                                                                         |                        |                    |                                        |                                                               |                                               |                      |                                                                  |         
|Balance at March 31, 2000                                                | 13,314,505             | $ 200              | $ 131,370                              | $ 113,521                                                     | $ (13,303)                                    | $ (67)               | $ (9,890)                                                        | $221,831
|                                                                         |                        |                    |                                        |                                                               |                                               |                      |                                                                  |         
|Net earnings                                                             | -                      | -                  | -                                      | 7,367                                                         | -                                             | -                    | -                                                                | 7,367   
|Amortization of shares under stock-based
      compensation plans        | -                      | -                  | 188                                    | -                                                             | 1,088                                         | -                    | -                                                                | 1,276   
|Dividends                                                                | -                      | -                  | -                                      | (743)                                                         | -                                             | -                    | -                                                                | (743)   
|Changes in unrealized losses on
      securities available for sale, net | -                      | -                  | -                                      | -                                                             | -                                             | -                    | 388                                                              | 388     
|Balance at June 30, 2000                                                 | 13,314,505             | $ 200              | $ 131,558                              | $ 120,145                                                     | $ (12,215)                                    | $ (67)               | $ (9,502)                                                        | $230,119

See accompanying notes to the unaudited consolidated
financial statements.



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

|                                                                                                                     | Three Months Ended
      June 30,
|-------------------------------------------------------------------------------------------------------------------- | ---------------------------------
|                                                                                                                     | 2000                             
|                                                                                                                     |                                  
|Cash flows from operating activities:                                                                                |                                  
|Net earnings                                                                                                         | $ 7,367                          
|Adjustments to reconcile net earnings to net cash
      provided by operating activities:                            |                                  
|Amortization of premiums net of discount accretion on
      loans and securities                                     | 358                              
|Amortization of deferred loan origination fees                                                                       | (151)                            
|Loan fees collected                                                                                                  | (71)                             
|Dividends on FHLB stock                                                                                              | (914)                            
|Provisions for losses on loans                                                                                       | 1,251                            
|Gains on sales of loans, mortgage-backed securities
      available-for-sale, real estate and property and equipment | (143)                            
|(Gains) losses on trading securities                                                                                 | 370                              
|Depreciation and amortization of property and equipment                                                              | 834                              
|Loans originated for sale                                                                                            | (4,071)                          
|Proceeds from sale of loans held-for-sale                                                                            | 10,528                           
|Amortization of unearned stock-based compensation                                                                    | 1,276                            
|Increase in accrued expenses and other liabilities                                                                   | 7,011                            
|(Increase) decrease in:                                                                                              |                                  
|Accrued interest receivable                                                                                          | (837)                            
|Prepaid expenses and other assets                                                                                    | (1,405)                          
|Net cash provided by operating activities                                                                            | 21,403                           
|                                                                                                                     |                                  
|Cash flows from investing activities:                                                                                |                                  
|Loans originated for investment                                                                                      | (251,196)                        
|Increase in construction loans in process                                                                            | 3,025                            
|Principal payments on loans                                                                                          | 254,417                          
|Principal payments on mortgage-backed securities
      held-to-maturity                                              | -                                
|Principal payments on mortgage-backed securities
      available-for-sale                                            | 25,152                           
|Principal payments on collateralized mortgage obligations
      available-for-sale                                   | 615                              
|Purchases of investment securities available-for-sale                                                                | -                                
|Redemption of FHLB stock                                                                                             | -                                
|                                                                                                                     |                                  
|                                                                                                                     | (Continued)                      





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

|                                                                                      | Three Months Ended
      June 30,
|------------------------------------------------------------------------------------- | ---------------------------------
|                                                                                      | 2000                             
|Proceeds from maturities of investment securities
      available-for-sale            | $ -                              
|Proceeds from sale of investment securities available-for-sale                        | -                                
|Proceeds from sale of real estate                                                     | 1,097                            
|Investment in or proceeds from real estate held for investment                        | 4,477                            
|Purchases of property and equipment                                                   | (289)                            
|Net cash provided by investing activities                                             | 37,298                           
|Cash flows from financing activities:                                                 |                                  
|Proceeds from FHLB advances and other borrowings                                      | 183,100                          
|Repayment of FHLB advances and other borrowings                                       | (248,100)                        
|Net change in deposits                                                                | 10,743                           
|Proceeds from exercise of stock options                                               | -                                
|Cash dividends                                                                        | (743)                            
|Purchase of treasury stock                                                            | -                                
|Net cash used in financing activities                                                 | (55,000)                         
|Net increase (decrease) in cash and cash equivalents                                  | 3,701                            
|Cash and cash equivalents, beginning of period                                        | 35,131                           
|Cash and cash equivalents, end of period                                              | $ 38,832                         
|Supplemental information:                                                             |                                  
|Interest paid, including interest credited                                            | $ 35,857                         
|Income taxes paid                                                                     | -                                
|Non-cash investing and financing activities:                                          |                                  
|Change in unrealized gain (loss) on securities                                        |                                  
|available-for-sale                                                                    | 668                              
|Net transfers from loans receivable to real estate acquired
      through foreclosure | 344                              
|                                                                                      |                                  

See accompanying notes to the unaudited consolidated financial statements.



1.    Basis of Consolidation

The accompanying consolidated financial statements include
the accounts of PFF Bancorp, Inc. (the "Bancorp") and its subsidiary
PFF Bank & Trust (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. and
PFF Financial 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 generally accepted accounting principles
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 generally accepted accounting principles
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
consolidated financial statements for 1999 to conform to the 2000 presentation.

The results of operations for the three months ended June 30,
2000 are not necessarily indicative of results that may be expected for the
entire fiscal year ending March 31, 2001.

In June 1998, the FASB issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133"). SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. If certain conditions are met, a derivative may
be specifically designated as (a) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment, (b)
a hedge of the exposure to variable cash flows of a forecasted transaction, or
(c) a hedge of the foreign currency exposure of a net investment in a foreign
operation, an unrecognized firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction.

Under SFAS No. 133, an entity that elects to apply hedge
accounting is required to establish at the inception of the hedge the method it
will use for assessing the effectiveness of the hedging derivative and the
measurement approach of determining the ineffective aspect of the hedge. Those
methods must be consistent with the entity's approach to managing risk.

This statement was to be effective for all quarters of fiscal
years beginning after June 15, 1999 however, the FASB issued SFAS No. 137 which
has delayed the implementation by one year. Management is in the process of
determining the impact of SFAS No. 133 on the Company's financial position and
results of operations.

In June 2000, SFAS No. 133 was further amended by SFAS No.
138. SFAS No. 138 addresses a limited number of issues causing implementation
difficulties for numerous entities that apply SFAS No. 133. SFAS No. 138 also
amends SFAS No. 133 for the decisions reached by the Derivatives Implementation
Group Process.



PFF BANCORP, INC. AND SUBSIDIARY
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 June 30,          
|----------------------------------------------------------------------- | ---------------------------------------------
|                                                                        | 2000 (1)                                     
|                                                                        | Earnings
      (Numerator)                   
|                                                                        | (Dollars in thousands, except per share data)
|                                                                        |                                              
|Net Earnings                                                            | $ 7,367                                      
|                                                                        |                                              
|Basic EPS                                                               |                                              
|Earnings available to common stockholders                               | 7,367                                        
|                                                                        |                                              
|Effect of Dilutive Securities                                           |                                              
|Options and Stock Awards                                                |                                              
|                                                                        |                                              
|Diluted EPS                                                             |                                              
|Earnings available to common stockholders
      and assumed conversions | $ 7,367                                      













PFF BANCORP, INC. AND SUBSIDIARYItem 2: Management's Discussion and
Analysis of Financial Condition and Operation

Average Balance Sheets

The following table sets forth certain information relating
to the Company for the three months ended June 30, 2000 and 1999. 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 June 30,
|---------------------------------------------------------------------- | ---------------------------
|                                                                       | 2000                       
|                                                                       | Average
      Balance      
|                                                                       | (Dollars in thousands)     
|Assets:                                                                |                            
|Interest-earning assets:                                               |                            
|Interest-earning deposits and short-term investments                   | $ 23,959                   
|Investment securities, net                                             | 95,225                     
|Loans receivable, net                                                  | 2,333,444                  
|Mortgage-backed securities, net                                        | 373,361                    
|Collateralized mortgage obligations                                    | 88,081                     
|FHLB stock                                                             | 45,200                     
|Total interest-earning assets                                          | 2,959,270                  
|Non-interest-earning assets                                            | 61,608                     
|Total assets                                                           | $3,020,878                 
|                                                                       |                            
|Liabilities and Stockholders' Equity:                                  |                            
|Interest-bearing liabilities:                                          |                            
|Savings accounts                                                       | $ 134,108                  
|Money market accounts                                                  | 375,681                    
|NOW and other demand deposit accounts                                  | 225,957                    
|Certificate accounts                                                   | 1,163,554                  
|Total                                                                  | 1,899,300                  
|FHLB advances and other borrowings                                     | 863,922                    
|Other                                                                  | 2,528                      
|Total interest-bearing liabilities                                     | 2,765,750                  
|Non-interest-bearing liabilities                                       | 29,745                     
|Total liabilities                                                      | 2,795,495                  
|Stockholders' Equity                                                   | 225,383                    
|Total liabilities and stockholders' equity                             | $3,020,878                 
|Net interest income                                                    |                            
|Net interest spread                                                    |                            
|Effective interest spread                                              |                            
|Ratio of interest-earning assets to interest-bearing
      liabilities | 107.00%                    



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 June 30, 2000
      Compared to
      Three Months Ended June 30, 1999
|---------------------------------------------------- | -----------------------------------------------------------------------------------------
|                                                     | Increase (Decrease)
      Due to                                                         
|                                                     | Volume                                                                                   
|                                                     | (Dollars in thousands)                                                                   
|                                                     |                                                                                          
|Interest-earning assets:                             |                                                                                          
|Interest-earning deposits and short-term investments | $ (476)                                                                                  
|Investment securities, net                           | 656                                                                                      
|Mortgage-backed securities, net                      | (1,850)                                                                                  
|Collateralized mortgage obligations, net             | (484)                                                                                    
|Loans receivable, net                                | 5,976                                                                                    
|FHLB stock                                           | (15)                                                                                     
|Total interest-earning assets                        | 3,807                                                                                    
|                                                     |                                                                                          
|Interest-bearing liabilities:                        |                                                                                          
|Savings accounts                                     | (62)                                                                                     
|Money market accounts                                | (335)                                                                                    
|NOW and other demand deposit accounts                | 32                                                                                       
|Certificate accounts                                 | 902                                                                                      
|FHLB advances and other borrowings                   | 957                                                                                      
|Other                                                | -                                                                                        
|Total interest-bearing liabilities                   | 1,494                                                                                    
|Change in net interest income                        | $ 2,313                                                                                  



Forward-Looking Statements

Except 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.

Comparison of Operating Results for the Three Months Ended June 30, 2000 and
1999

General

The Company recorded net earnings of $7.4 million or $0.59
per diluted share for the three months ended June 30, 2000 compared to net
earnings of $6.4 million or $0.47 per diluted share for the comparable period of
1999.

Net interest income was $24.1 million for the three months
ended June 30, 2000 compared to $21.2 million for the comparable period of 1999.
The increase in net interest income was attributable to a 17 basis point
increase in net interest spread from 2.74% for the three months ended June 30,
1999 to 2.91% for the comparable period of 2000 coupled with a $149.4 million
increase in average interest-earning assets from $2.81 billion for the three
months ended June 30, 1999 to $2.96 billion for the comparable period of 2000.

Provision for loan losses was $1.3 million for the three
months ended June 30, 2000 compared to $1.0 million for the comparable period of
1999.

Total non-interest income was $3.6 million for the three
months ended June 30, 2000 compared to $4.3 million for the comparable period of
1999. Total non-interest expense was $13.5 million for the three months ended
June 30, 2000 compared to $13.2 million for the comparable period of 1999.

Interest Income

Interest income was $59.7 million for the three months ended
June 30, 2000 compared to $51.3 million for the comparable period of 1999. The
$8.4 million increase in interest income was attributable to a 76 basis point
increase in average yield on interest-earning assets coupled with the $149.4
million increase in average interest-earning assets noted above. The increase in
average interest-earnings assets was due to a $305.8 million increase in the
average balance of loans receivable from $2.03 billion for the three months
ended June 30, 1999 to $2.33 billion for the comparable period of 2000. The
average aggregate balance of mortgage-backed securities ("MBS"),
collateralized mortgage obligations and investment securities (collectively,
"securities") decreased $112.2 million from $668.9 million for the
three months ended June 30, 1999 to $556.7 million for the comparable period of
2000 reflecting the Company's strategy of redeploying earning assets from
securities into loans receivable.

The average yield on loans receivable, net increased 54 basis
points from 7.82% for the three months ended June 30, 1999 to 8.36% for the
comparable period of 2000. The increase in the average yield on loans
receivable, net was attributable principally to a $250.1 million increase in the
aggregate disbursed balance of construction, commercial business, commercial
real estate and consumer loans (the "Four-C's") from $528.5 million
or 26 percent of loans receivable, net at June 30, 1999 to $778.6 million or 34
percent of loans receivable, net at June 30, 2000. Originations of the Four-C's
continues to be an area of focus for the Bank with such loans accounting for 92%
and 53% of total loan originations for the three months ended June 30, 2000 and
1999, respectively. An increase in the general level of interest rates also
contributed to the increase in loan yields.

The average yield on securities was 6.73% for the three
months ended June 30, 2000 compared to 6.22% for the comparable period of 1999.
The increase in the average yield on securities reflects the impact of an
increase in the general level of interest rates. The one-year Constant Maturity
Treasury (CMT) index and one month London Inter-Bank Offered Rate averaged
approximately 6.22% and 6.37%, respectively for the three months ended June 30,
2000 compared to approximately 4.88% and 5.02%, respectively for the comparable
period of 1999. Amortization of premiums, net of accretion of discounts was
$232,000 (17 basis points) for the three months ended June 30, 2000 compared to
$502,000 (30 basis points) for the comparable period of 1999.

During the three months ended June 30, 2000, as a member of
the FHLB of San Francisco, the Bank received a special dividend of $329,000 in
addition to its regular quarterly dividend. This special dividend increased the
average yield on FHLB stock by 292 basis points and increased the average yield
on interest earning assets, net interest spread and effective interest spread
for the three months ended June 30, 2000 by 4 basis points.

Interest Expense

Interest expense was $35.6 million for the three months ended
June 30, 2000 compared to $30.1 million for the comparable period of 1999. The
$5.5 million increase in interest expense was attributable to a 59 basis point
increase in the average cost of interest-bearing liabilities coupled with a
$120.2 million increase in average interest-bearing liabilities from $2.65
billion for the three months ended June 30, 1999 to $2.77 billion for the
comparable period of 2000. The 59 basis point increase in the average cost of
interest-bearing liabilities reflects a 53 basis point increase in the average
cost of deposits, a 70 basis point increase in the cost of FHLB advances and
other borrowings and a slight increase in the proportion of total
interest-bearing liabilities comprised by FHLB advances and other borrowings
from 30.0% for the three months ended June 30, 1999 to 31.2% for the comparable
period of 2000 as FHLB advances were utilized to fund a portion of the strong
level of loan growth.

The increase in the average cost of deposits from 4.18% for
the three months ended June 30, 1999 to 4.71% for the comparable period of 2000
reflects an increase in the general level of interest rates. The average
balances of money market, savings and NOW accounts (collectively, "core
deposits") decreased $22.1 million from $757.9 million or 41.0% of average
total deposits for the three months ended June 30, 1999 to $735.7 million or
38.7% of average total deposits for the comparable period of 2000. The average
balance of total deposits increased $49.8 million from $1.85 billion for the
three months ended June 30, 1999 to $1.90 billion for the comparable period of
2000. The changes in deposit balances are net of $45.9 million of deposits
(including $12.6 million of core deposits) sold in October 1999. The average
cost of core deposits was 3.07% for the three months ended June 30, 2000
compared to 5.75% for certificate accounts.

The average cost of FHLB advances and other borrowings
increased from 5.46% for the three months ended June 30, 1999 to 6.16% for the
comparable period of 2000 reflecting an increase in the general level of
interest rates coupled with the Bank's utilization of putable fixed rate FHLB
advances. Under the putable advance program, in exchange for a favorable
interest rate on the borrowing, the Bank grants to the FHLB an option to
"put" the advance back to the Bank at specified "put" dates
prior to maturity but after the conclusion of a specified lock out period. Under
the putable advance program, the Bank obtains funds below the cost of
non-putable FHLB advances of comparable final maturity. In exchange for this
favorable funding rate, the Bank is exposed to the risk that the advance is put
back to the Bank following an increase in the general level of interest rates
causing the Bank to initiate a borrowing at a less advantageous cost. Between
June 30, 1999 and June 30, 2000 $230.0 million of putable FHLB advances with a
weighted average interest rate of 5.45% were put back to the Bank. Of the $230.0
million put back, $145.0 million was "rolled" into non-putable
advances at a weighted average interest rate of 6.46 percent. The Bank did not
initiate any new putable borrowings during the twelve months ended June 30,
2000. At June 30, 2000 the Bank's putable borrowings totaled $185.0 million.

Provision for Loan Losses

Provision for loan losses was $1.3 million for the three
months ended June 30, 2000 compared to $1.0 million for the comparable period of
1999. See "Comparison of Financial Condition at June 30, 2000 and March 31,
2000".

Non-Interest Income

Non-interest income was $3.6 million for the three months
ended June 30, 2000 compared to $4.3 million for the comparable period of 1999.
Deposit and related fees decreased $133,000 from $2.4 million for the three
months ended June 30, 1999 to $2.3 million for the comparable period of 2000.
The decrease in deposit and related fees reflects a decrease in income from the
sale of non-deposit investments. The increase in trust fees from $520,000 for
the three months ended June 30, 1999 to $567,000 for the comparable period of
2000 reflects the updating of fee schedules coupled with growth in assets under
custody or management from $238.1 million at June 30, 1999 to $288.3 million at
June 30, 2000. During the three months ended June 30, 2000, the Company incurred
a net loss of $370,000 on trading securities activity compared to a net gain of
$270,000 for the comparable period of 1999. Total non-interest income excluding
trading securities activity ("core non-interest income") was $4.0
million for both the three months ended June 30, 2000 and June 30, 1999.

Non-Interest Expense

Non-interest expense was $13.5 million for the three months
ended June 30, 2000 compared to $13.2 million for the comparable period of 1999.
General and administrative expense was $13.5 million or 1.79% of average assets
for the three months ended June 30, 2000 compared to $13.2 million or 1.81% of
average assets for the comparable period of 1999. Compensation and benefits
expense was $7.3 million for the three months ended June 30, 2000 compared to
$7.0 million for the comparable period of 1999.

Included in compensation and benefits expense are non-cash
charges associated with the amortization of shares under the Company's
Employee Stock Ownership Plan (ESOP) and 1996 Incentive Plan of $1.1million for
the three months ended June 30, 2000 compared to $751,000 for the comparable
period of 1999.Income Taxes

Income taxes were $5.6 million for the three months ended
June 30, 2000 compared to $4.9 million for the comparable period of 1999. The
effective tax rates were 43.1% and 43.4% for the three months ended June 30,
1999 and 2000.

Comparison of Financial Condition at June 30, 2000 and March
31, 2000

Total assets decreased $39.0 million from $3.03 billion at
March 31, 2000 to $3.00 billion at June 30, 2000. Loans receivable, net
decreased $7.5 million from $2.33 billion at March 31, 1999 to $2.32 billion at
June 30, 2000. Securities decreased $25.7 million from $555.4 million at March
31, 2000 to $529.8 million at June 30, 2000 reflecting the strategy discussed
above of utilizing paydowns on securities to fund loan growth. The $7.5 million
decrease in loans receivable, net was attributable to a $48.4 million decrease
in 1-4 family residential mortgages as the Company continues to shift its loan
focus toward the Four-C's.

Loan originations for the three months ended June 30, 2000
were $255.3 million, compared to $254.7 million for the comparable period of
1999. Loan principal payoffs and paydowns were $254.4 million for the three
months ended June 30, 2000 compared to $200.5 million for the comparable period
of 1999. Non-accrual loans increased from $5.4 million or 0.21% of gross loans
at March 31, 2000 to $6.9 million or 0.27% of gross loans at June 30, 2000.
Non-performing assets, which includes non-accrual loans, and foreclosed real
estate, net of specific allowances, increased from $6.9 million or .23% of total
assets at March 31, 2000 to $7.6 million or .25% of total assets at June 30,
2000. The increase in non-accrual loans is represented by one $990,000
construction loan.

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 Bank's allowance for loan losses. Such agencies may
require the Bank to make additional provisions for loan losses based upon
information available at the time of the review. At June 30, 2000, the Bank's
allowance for loan losses was $28.6 million or 1.12% of gross loans and 413.21%
of non-accrual loans compared to $27.8 million or 1.09% of gross loans and
512.96% of non-accrual loans at March 31, 2000. The Bank will continue to
monitor and modify its allowance for loan losses as economic conditions, loss
experience, changes in portfolio composition and other factors dictate. The
following table sets forth activity in the Bank's allowance for loan losses
for the three months ended June 30, 2000.

|Balance at March 31, 2000 | $27,838
|------------------------- | -------
|Provision for loan losses | 1,251  
|Charge-offs               | (506)  
|Recoveries                | 7      
|Balance at June 30, 2000  | $28,590

Total liabilities decreased $47.2 million to $2.76 billion at
June 30, 2000 from $2.81 billion at March 31, 2000. Deposits increased $10.7
million from $1.91 billion at March 31, 2000 to $1.92 billion at June 30, 2000.
Core deposits increased $2.3 million from $739.2 million at March 31, 2000 to
$741.5 million at June 30, 2000. FHLB advances and other borrowings were paid
down by a net $65.0 million from $884.0 million at March 31, 2000 to $819.0
million at June 30, 2000 utilizing the cash flows arising from the planned net
reduction in 1-4 family residential mortgages coupled with paydowns on
securities and deposit inflows provided.

Total stockholders' equity was $230.1 million at June 30,
2000 compared to $221.8 million at March 31, 2000. The $8.3 million increase in
total stockholders' equity is comprised principally of a $6.6 million increase
in retained earnings, substantially restricted, and a $1.1 million decrease in
unearned stock-based compensation.

The $6.6 million increase in retained earnings, substantially
restricted reflects the $7.4 million of net earnings for the three months ended
June 30, 2000 partially offset by a quarterly cash dividend of $0.06 per common
share paid on June 30, 2000 to shareholders of record as of June 15, 2000. The
$1.1 million decrease in unearned stock-based compensation reflects the
amortization of shares under the Company's ESOP ($453,000) and 1996 Incentive
Plan ($635,000).

Liquidity and Capital Resources

The 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. The Bank
has maintained the required minimum levels of liquid assets as defined by OTS
regulations. This requirement, which may be varied at the direction of the OTS
depending upon economic conditions and deposit flows, is based upon a percentage
of deposits and short-term borrowings. Effective with the quarter ended December
31, 1997 the required ratio is 4%. Prior to that the requirement was 5%. The
Bank's average liquidity ratio was 4.62% for the three months ended June 30,
2000. Management attempts to maintain a liquidity ratio no higher than 1% above
the regulatory requirement. This reflects management's strategy of investing
excess liquidity in higher yielding interest-earning assets, such as loans or
other investments, depending on market conditions. The Bank invests in corporate
securities when the yields thereon are 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
invests in callable debt issued by federal agencies of the U.S. government when
the yields thereon to call date(s) and maturity exceed 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. The Bancorp has invested and will from time to time continue to
invest in "non-rated" corporate debt and equity securities.
Investments held at the Bancorp are not subject to the OTS regulatory
restrictions applicable to the Bank.

The Company's cash flows are comprised of three primary
classifications: cash flows from operating activities, investing activities and
financing activities. Cash flows provided by operating activities were $21.4
million and $10.5 million for the three months ended June 30, 2000 and 1999,
respectively. Net cash provided by (used in) investing activities consisted
primarily of disbursements for loan originations and purchases of
mortgage-backed and other investment securities, offset by principal collections
on loans and proceeds from maturation of investments and paydowns on
mortgage-backed securities. Principal payments on loans were $254.4 million and
$200.5 million for the three months ended June 30, 2000 and 1999, respectively.
Disbursements on loans originated and purchased were $255.3 million and $254.7
million for the three months ended June 30, 2000 and 1999, respectively.
Disbursements for purchases of mortgage-backed and other investment securities
were zero and $3.1 million for the three months ended June 30, 2000 and 1999,
respectively. Proceeds from the maturation of investment securities and paydowns
of mortgage-backed securities and collateralized mortgage obligations were $25.8
million and $66.8 million for the three months ended June 30, 2000 and 1999,
respectively. Net cash provided by (used in) financing activities consisted
primarily of net activity in deposit accounts and FHLB advances and other
borrowings. The net increases in deposits were $10.7 million and $10.5 million
for the three months ended June 30, 2000 and 1999, respectively. FHLB advances
and other borrowings decreased $65.0 million and $66.0 million for the three
months ended June 30, 2000 and 1999, respectively.

At June 30, 2000, the Bank exceeded all of its regulatory
capital requirements with a tangible capital level of $212.3 million, or 7.11%
of adjusted total assets, which is above the required level of $44.8 million, or
1.5%; core capital of $212.3million, or 7.11% of adjusted total assets, which is
above the required level of $119.4 million, or 4.0%; and total risk-based
capital of $234.6 million, or 11.42% of risk-weighted assets, which is above the
required level of $164.3 million, or 8.0%.

The Company's most liquid assets are cash and short-term
investments. The levels of these assets are dependent on the Company's
operating, financing, lending and investing activities during any given period.
At June 30, 2000 cash and short-term investments totaled $38.8 million. 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
June 30, 2000, the Bank has $819.0 million of FHLB advances outstanding. Other
sources of liquidity include investment securities maturing within one year.

The Company currently has no material contractual obligations
or commitments for capital expenditures. At June 30, 2000, the Bank had
outstanding commitments to originate and purchase loans of $417.3 million and
zero, respectively, compared to $366.6 million and zero, respectively, at June
30, 2000 and 1999. At June 30, 2000, and 1999 the Company had no outstanding
commitments to purchase securities. The Company anticipates that it will have
sufficient funds available to meet these commitments. Certificate accounts that
are scheduled to mature in less than one year from June 30, 2000 totaled $1.00
billion. The Bank expects that a substantial portion of the maturing certificate
accounts will be retained by the Bank at maturity.

Segment Reporting

The Company, through the branch network of the Bank, 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; and trust 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 Risk

Readers should refer to the qualitative disclosures
(consisting primarily of interest rate risk) in the Company's March 31, 2000
Form 10-K, as there has been no significant changes in these disclosures during
the three months ended June 30, 2000.





PART II - OTHER INFORMATION

PFF BANCORP, INC. AND SUBSIDIARY

Item 1. Legal Proceedings

The Company and subsidiary have been named as defendants in
various lawsuits arising in the normal course of business. The outcome of the
lawsuits cannot be predicted, but the Company intends to vigorously defend the
actions and is of the opinion that the lawsuits will not have a material adverse
effect on the Company.

Item 2. Changes in
Securities

None

Item 3. Defaults Upon
Senior Securities

None

Item 4. Submission of
Matter to a Vote of Security Holders.

None

Item 5. Other Information.

None

Item 6. Exhibits and Reports on Form 8-K.

1. Exhibit 3(I) - Certificate of Incorporation of PFF Bancorp, Inc. *
2. Reports on form 8-K

None

_________________________

*Incorporated herein by reference to Form S-1, Registration Statement, as
amended, filed on December 8, 1995, SEC Registration Number 33-94860.



PFF BANCORP, INC. AND SUBSIDIARY

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.
DATED: August 11, 2000                                      
           
BY:/s/ LARRY M. RINEHART
                                          
                                          
           
Larry M. Rinehart
                                          
                                          
           
President, Chief Executive Officer

DATED: August 11, 2000                                   
              
BY:/s/ GREGORY C. TALBOTT