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 June 30, 2002
or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For 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 13,062,289 shares of common stock, par value $.01 per share,
outstanding as of August 12, 2002.



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

|PART I     | FINANCIAL INFORMATION                                                                                   | PAGE
|---------- | ------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                         |     
|Item 1     | Financial StatementsConsolidated Balance Sheets as of
      June 30, 2002 and March 31, 2002            | 1   
|           | Consolidated Statements of Earnings for the
    Three Months ended June 30, 2002 and 2001               | 2   
|           | Consolidated Statements of Comprehensive Earnings
    for the Three Months ended June 30, 2002 and 2001 | 3   
|           | Consolidated Statement of Stockholders' Equity
    for the Three Months ended June 30, 2002             | 4   
|           | Consolidated Statements of Cash Flows for the
    Three Months ended June 30, 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               | 9   
|Item 3     | Qualitative and Quantitative Disclosures about
    Market Risk                                          | 17  
|PART II    | OTHER INFORMATION                                                                                       |     
|Item 1     | Legal Proceedings                                                                                       | 18  
|Item 2     | Changes in Securities and Use of Proceeds                                                               | 18  
|Item 3     | Defaults Upon Senior Securities                                                                         | 18  
|Item 4     | Submission of Matters to a Vote of Security Holders                                                     | 18  
|Item 5     | Other Information                                                                                       | 18  
|Item 6     | Exhibits and Reports on Form 8-K                                                                        | 18  
|SIGNATURES |                                                                                                         |     



---

PART I - FINANCIAL INFORMATION (Unaudited)

Item 1. Financial Statements.

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



|                                                                                                                                                                                                   | June 30,
      2002 | March 31,
      2002
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | --------------------
|                                                                                                                                                                                                   |                     |                     
|Assets                                                                                                                                                                                             |                     |                     
|Cash and cash equivalents                                                                                                                                                                          | $ 53,827            | 105,965             
|Loans held for sale at lower of cost or fair value                                                                                                                                                 | 64                  | 106                 
|Investment securities held-to-maturity (estimated fair value
      of $784 at June 30, 2002, and $703 at March 31, 2002)                                                                           | 702                 | 703                 
|Investment securities available-for-sale, at fair value                                                                                                                                            | 106,635             | 93,820              
|Mortgage-backed securities available-for-sale, at fair value                                                                                                                                       | 171,668             | 196,580             
|Collateralized mortgage obligations available-for-sale, at fair value                                                                                                                              | 60,568              | 62,778              
|Trading securities, at fair value                                                                                                                                                                  | 2,136               | 2,334               
|Loans receivable, net                                                                                                                                                                              | 2,534,855           | 2,494,667           
|Federal Home Loan Bank (FHLB) stock, at cost                                                                                                                                                       | 32,571              | 35,133              
|Accrued interest receivable                                                                                                                                                                        | 15,267              | 15,653              
|Real estate acquired through foreclosure, net                                                                                                                                                      | 288                 | 507                 
|Property and equipment, net                                                                                                                                                                        | 21,936              | 21,575              
|Prepaid expenses and other assets                                                                                                                                                                  | 12,046              | 13,111              
|Total assets                                                                                                                                                                                       | $ 3,012,563         | 3,042,932           
|                                                                                                                                                                                                   |                     |                     
|Liabilities and Stockholders' Equity                                                                                                                                                               |                     |                     
|Liabilities:                                                                                                                                                                                       |                     |                     
|Deposits                                                                                                                                                                                           | $ 2,188,184         | 2,168,964           
|FHLB advances                                                                                                                                                                                      | 488,000             | 558,000             
|Accrued expenses and other liabilities                                                                                                                                                             | 36,744              | 31,891              
|Total liabilities                                                                                                                                                                                  | 2,712,928           | 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 20,615,005 and 20,412,351; outstanding 13,261,438 and
      13,058,784 at June 30, 2002, and March 31, 2002, respectively | 204                 | 203                 
|Additional paid-in capital                                                                                                                                                                         | 140,445             | 135,540             
|Retained earnings, substantially restricted                                                                                                                                                        | 168,916             | 161,123             
|Unearned stock-based compensation                                                                                                                                                                  | (5,353)             | (5,750)             
|Treasury stock (7,353,567 at June 30, 2002, and March 31, 2002)                                                                                                                                    | (73)                | (73)                
|Accumulated other comprehensive losses                                                                                                                                                             | (4,504)             | (6,966)             
|Total stockholders' equity                                                                                                                                                                         | 299,635             | 284,077             
|Total liabilities and stockholders' equity                                                                                                                                                         | $ 3,012,563         | 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
      June 30,
|---------------------------------------------------------------------------------------------------- | -----------------------------------------
|                                                                                                     | 2002                                     
|                                                                                                     |                                          
|Interest income:                                                                                     |                                          
|Mortgage loans                                                                                       | $ 37,656                                 
|Non-mortgage loans                                                                                   | 5,830                                    
|Mortgage-backed securities                                                                           | 2,604                                    
|Collateralized mortgage obligations                                                                  | 490                                      
|Investment securities and deposits                                                                   | 2,043                                    
|Total interest income                                                                                | 48,623                                   
|Interest expense:                                                                                    |                                          
|Interest on deposits                                                                                 | 14,751                                   
|Interest on borrowings                                                                               | 5,629                                    
|Total interest expense                                                                               | 20,380                                   
|Net interest income                                                                                  | 28,243                                   
|Provision for loan losses                                                                            | 1,000                                    
|Net interest income after provision for loan losses                                                  | 27,243                                   
|Non-interest income:                                                                                 |                                          
|Deposit and related fees                                                                             | 2,726                                    
|Loan and servicing fees                                                                              | 1,141                                    
|Trust fees                                                                                           | 549                                      
|Gain on sales of assets, net                                                                         | 66                                       
|Gain (loss) on trading securities, net                                                               | (209)                                    
|Other non-interest income                                                                            | 39                                       
|Total non-interest income                                                                            | 4,312                                    
|Non-interest expense:                                                                                |                                          
|General and administrative:                                                                          |                                          
|Compensation and benefits                                                                            | 9,663                                    
|Occupancy and equipment                                                                              | 2,855                                    
|Marketing and professional services                                                                  | 1,538                                    
|Other non-interest expense                                                                           | 2,419                                    
|Total general and administrative                                                                     | 16,475                                   
|Foreclosed real estate operations, net                                                               | (105)                                    
|Total non-interest expense                                                                           | 16,370                                   
|Earnings before income taxes                                                                         | 15,185                                   
|Income taxes                                                                                         | 6,332                                    
|Net earnings                                                                                         | $ 8,853                                  
|                                                                                                     |                                          
|Basic earnings per share (2001 restated)                                                             | $ 0.70                                   
|Weighted average shares outstanding for basic
      earnings per share calculation (2001 restated)   | 12,600,125                               
|Diluted earnings per share (2001 restated)                                                           | $ 0.68                                   
|Weighted average shares outstanding for diluted
      earnings per share calculation (2001 restated) | 13,046,236                               
|                                                                                                     |                                          
|See accompanying
      notes to the unaudited consolidated financial statements.                    

2

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

|                                                                                                                                      | For the Three Months Ended
      June 30,
|------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------
|                                                                                                                                      | 2002                                     
|                                                                                                                                      |                                          
|Net earnings                                                                                                                          | $ 8,853                                  
|                                                                                                                                      |                                          
|Other comprehensive earnings (losses), net of $1,797 and ($378) income
      taxes (benefit) at June 30, 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                           | 1,600                                    
|Collateralized mortgage obligations available-for-sale, at fair
      value                                                           | (586)                                    
|Mortgage-backed securities available-for-sale, at fair value                                                                          | 1,546                                    
|Reclassification of realized gains included in earnings                                                                               | (98)                                     
|Other comprehensive earnings (losses)                                                                                                 | 2,462                                    
|Comprehensive earnings                                                                                                                | $ 11,315                                 
|                                                                                                                                     
|See accompanying notes to the unaudited consolidated financial
      statements.                                                     

3

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PFF BANCORP, INC. AND SUBSIDIARIESCONSOLIDATED 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
      Earnings(Loss) | Total   
|-------------------------------------------------------------------------------- | ---------------------- | ------------------ | -------------------------------------- | ------------------------------------------------------------- | --------------------------------------------- | -------------------- | ---------------------------------------------------------------- | --------
|                                                                                 |                        |                    |                                        |                                                               |                                               |                      |                                                                  |         
|Balance at March 31, 2002                                                        | 13,058,784             | $ 203              | $ 135,540                              | $ 161,123                                                     | $ (5,750)                                     | $ (73)               | $ (6,966)                                                        | $284,077
|                                                                                 |                        |                    |                                        |                                                               |                                               |                      |                                                                  |         
|Net earnings                                                                     | -                      | -                  | -                                      | 8,853                                                         | -                                             | -                    | -                                                                | 8,853   
|Amortization of shares under stock-based
      compensation plans                | -                      | -                  | 932                                    | -                                                             | 397                                           | -                    | -                                                                | 1,329   
|Stock options exercised                                                          | 202,654                | 1                  | 2,512                                  | -                                                             | -                                             | -                    | -                                                                | 2,513   
|Cash dividends ($.08 per share)                                                  | -                      | -                  | -                                      | (1,060)                                                       | -                                             | -                    | -                                                                | (1,060) 
|Other comprehensive loss, net of income tax                                      | -                      | -                  | -                                      | -                                                             | -                                             | -                    | 2,462                                                            | 2,462   
|Tax benefit from stock options                                                   | -                      | -                  | 1,461                                  | -                                                             | -                                             | -                    | -                                                                | 1,461   
|Balance at June 30, 2002                                                         | 13,261,438             | $ 204              | $ 140,445                              | $ 168,916                                                     | $ (5,353)                                     | $ (73)               | $ (4,504)                                                        | $299,635
|                                                                                 |                        |                    |                                        |                                                               |                                               |                      |                                                                  |         
|See accompanying
      notes to the unaudited consolidated financial statements.

4

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

|                                                                                                                     | Three Months Ended
      June 30,
|-------------------------------------------------------------------------------------------------------------------- | ---------------------------------
|                                                                                                                     | 2002                             
|                                                                                                                     |                                  
|Cash flows from operating activities:                                                                                |                                  
|Net earnings                                                                                                         | $ 8,853                          
|Adjustments to reconcile net earnings to net cash provided by operating
      activities:                            |                                  
|Amortization of premiums net of discount accretion on loans and
      securities                                     | 201                              
|Amortization of deferred loan origination fees                                                                       | (123)                            
|Loan fees collected                                                                                                  | 7                                
|Dividends on FHLB stock                                                                                              | (486)                            
|Provisions for losses on loans                                                                                       | 1,000                            
|Gains on sales of loans, mortgage-backed securities available-for-sale,
      real estate and property and equipment | (185)                            
|(Gains) losses on trading securities                                                                                 | 209                              
|Depreciation and amortization of property and equipment                                                              | 674                              
|Loans originated for sale                                                                                            | (921)                            
|Proceeds from sale of loans held-for-sale                                                                            | 1,012                            
|Amortization of unearned stock-based compensation                                                                    | 1,329                            
|Increase in accrued expenses and other liabilities                                                                   | 4,516                            
|(Increase) decrease in:                                                                                              |                                  
|Accrued interest receivable                                                                                          | 386                              
|Prepaid expenses and other assets                                                                                    | 1,065                            
|Net cash provided by operating activities                                                                            | 17,537                           
|                                                                                                                     |                                  
|Cash flows from investing activities:                                                                                |                                  
|Loans originated for investment                                                                                      | (392,735)                        
|Increase in construction loans in process                                                                            | 24,783                           
|Purchases of loans held-for-investment                                                                               | (62,567)                         
|Principal payments on loans                                                                                          | 388,688                          
|Principal payments on mortgage-backed securities available-for-sale                                                  | 27,538                           
|Principal payments on collateralized mortgage obligations
      available-for-sale                                   | 1,173                            
|Purchases of investment securities available-for-sale                                                                | (20,006)                         
|Redemption of FHLB stock                                                                                             | 3,048                            
|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)

|                                                                                      | Three Months Ended
      June 30,
|------------------------------------------------------------------------------------- | ---------------------------------
|                                                                                      | 2002                             
|Proceeds from maturities of investment securities available-for-sale                  | $ -                              
|Proceeds form sale of investment securities available-for-sale                        | 10,000                           
|Proceeds from sale of real estate                                                     | 765                              
|Purchases of property and equipment                                                   | (1,035)                          
|Net cash provided by (used in) investing activities                                   | (20,348)                         
|Cash flows from financing activities:                                                 |                                  
|Proceeds from FHLB advances and other borrowings                                      | -                                
|Repayment of FHLB advances and other borrowings                                       | (70,000)                         
|Net change in deposits                                                                | 19,220                           
|Proceeds from exercise of stock options                                               | 2,513                            
|Cash dividends                                                                        | (1,060)                          
|Net cash provided by (used in) financing activities                                   | (49,327)                         
|Net increase in cash and cash equivalents                                             | (52,138)                         
|Cash and cash equivalents, beginning of period                                        | 105,965                          
|Cash and cash equivalents, end of period                                              | $ 53,827                         
|Supplemental information:                                                             |                                  
|Interest paid, including interest credited                                            | $ 20,730                         
|Non-cash investing and financing activities:                                          |                                  
|Net transfers from loans receivable to real estate acquired
      through foreclosure | 545                              
|                                                                                      |                                  
|See accompanying
      notes to the unaudited consolidated financial statements.     

6

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PFF BANCORP, INC. AND SUBSIDIARIES
Notes 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 Advisers, 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. 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 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 consolidated
financial statements for the prior period to conform to the current
presentation.

The results of operations for the three months ended June 30,
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 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 June 30,          
|--------------------------------------------------------------------- | ---------------------------------------------
|                                                                      | 2002 (1)                                     
|                                                                      | Earnings
      (Numerator)                   
|                                                                      | (Dollars in thousands, except per share data)
|                                                                      |                                              
|Net Earnings                                                          | $ 8,853                                      
|                                                                      |                                              
|Basic EPS                                                             |                                              
|Earnings available to common stockholders                             | 8,853                                        
|                                                                      |                                              
|Effect of Dilutive Securities                                         |                                              
|Options and Stock Awards                                              |                                              
|                                                                      |                                              
|Diluted EPS                                                           |                                              
|Earnings available to common stockholders and assumed
    conversions | $ 8,853                                      



8

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

Average Balance SheetsThe following table sets forth certain information
relating to the Company for the three months ended June 30, 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 June 30,
|---------------------------------------------------------------------- | ---------------------------
|                                                                       | 2002                       
|                                                                       | Average
      Balance      
|                                                                       | (Dollars in thousands)     
|Assets:                                                                |                            
|Interest-earning assets:                                               |                            
|Interest-earning deposits and short-term
      investments             | $ 67,708                   
|Investment securities, net                                             | 123,248                    
|Loans receivable, net                                                  | 2,491,000                  
|Mortgage-backed securities, net                                        | 176,700                    
|Collateralized mortgage obligations, net                               | 61,686                     
|FHLB stock                                                             | 33,292                     
|Total interest-earning assets                                          | 2,953,634                  
|Non-interest-earning assets                                            | 57,564                     
|Total assets                                                           | $3,011,198                 
|                                                                       |                            
|Liabilities and Stockholders' Equity:                                  |                            
|Interest-bearing liabilities:                                          |                            
|Savings accounts                                                       | $ 130,503                  
|Money market accounts                                                  | 445,058                    
|NOW and other demand deposit accounts                                  | 572,792                    
|Certificate accounts                                                   | 1,034,649                  
|Total                                                                  | 2,183,002                  
|FHLB advances and other borrowings                                     | 511,500                    
|Total interest-bearing liabilities                                     | 2,694,502                  
|Non-interest-bearing liabilities                                       | 21,743                     
|Total liabilities                                                      | 2,716,245                  
|Stockholders' Equity                                                   | 294,953                    
|Total liabilities and stockholders' equity                             | $3,011,198                 
|Net interest income                                                    |                            
|Net interest spread                                                    |                            
|Effective interest spread                                              |                            
|Ratio of interest-earning assets to
      interest-bearing liabilities | 109.62%                    

9

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis
(Continued)

Rate/Volume AnalysisThe 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, 2002
      Compared to
      Three Months Ended June 30, 2001
|---------------------------------------------------- | -----------------------------------------------------------------------------------------
|                                                     | Increase (Decrease)
      Due to                                                         
|                                                     | Volume                                                                                   
|                                                     | (Dollars in thousands)                                                                   
|                                                     |                                                                                          
|Interest-earning assets:                             |                                                                                          
|Interest-earning deposits and short-term investments | $ (6)                                                                                    
|Investment securities, net                           | 1,110                                                                                    
|Mortgage-backed securities, net                      | (1,726)                                                                                  
|Collateralized mortgage obligations, net             | (287)                                                                                    
|Loans receivable, net                                | 4,015                                                                                    
|FHLB stock                                           | (115)                                                                                    
|Total interest-earning assets                        | 2,991                                                                                    
|                                                     |                                                                                          
|Interest-bearing liabilities:                        |                                                                                          
|Savings accounts                                     | 25                                                                                       
|Money market accounts                                | 220                                                                                      
|NOW and other demand deposit accounts                | 618                                                                                      
|Certificate accounts                                 | (2,661)                                                                                  
|FHLB advances and other borrowings                   | (1,282)                                                                                  
|Total interest-bearing liabilities                   | (3,080)                                                                                  
|Change in net interest income                        | $ 6,071                                                                                  

10

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis
(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
Note 1 to the Unaudited Consolidated Financial Statements for the quarter ended
June 30, 2002, contains a summary of significant accounting policies. The
Company believes the policies with respect to the methodology for determination
of the allowance for loan losses, the valuation of mortgage servicing rights and
asset impairment judgments, including the recoverability of goodwill and other
than temporary declines in the value of our securities, involve a higher degree
of complexity and require management to make difficult and subjective judgments
which often require assumptions or estimates about highly uncertain matters.
Changes in these judgments, assumptions or estimates could cause reported
results to differ materially. These critical policies and their application are
periodically reviewed with the Audit Committee and the Board of Directors.Comparison of Operating Results for the Three Months Ended June 30,
2002 and 2001General
The following discussion compares the results of operations for the three month
period ended June 30, 2002 with the same period ended June 30, 2001 and our
consolidated financial condition at June 30, 2002 to March 31, 2002. This
discussion should be read in conjunction with the consolidated financial
statements and footnotes included herein.
The Company recorded net earnings of $8.9 million or $0.68 per diluted share for
the three months ended June 30, 2002 compared to net earnings of $7.9 million or
$0.61 per diluted share for the comparable period of 2001.
Net interest income increased 12 percent or $3.1 million from $25.1 million for
the three months ended June 30, 2001 to $28.2 million for the comparable period
of 2002. The increase in net interest income reflects a 39 basis point increase
in net interest spread from 3.17% for the three months ended June 30, 2001 to
3.56% for the comparable period of 2002. Average interest-earning assets
increased 4 percent or $115.1 million from $2.84 billion for the three months
ended June 30, 2001 to $2.95 billion for the comparable period of 2002.

11

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis
(Continued)

Provision for loan losses was $1.0 million for the three
months ended June 30, 2002 compared to $1.3 million for the comparable period of
2001.
Total non-interest income, was $4.3 million for both the three months ended June
30, 2001 and 2002. Total non-interest expense increased from $14.5 million for
the three months ended June 30, 2001 to $16.4 million for the comparable period
of 2002.Interest Income
Interest income decreased $8.3 million from $57.0 million for the three months
ended June 30, 2001 to $48.6 million for the comparable period of 2002. The
decrease in interest income was attributable to a 144 basis point decrease in
average yield on interest-earning assets from 8.03 percent for the three months
ended June 30, 2001 to 6.59 percent for the comparable period of 2002.
Reflecting a dramatically lower interest rate environment during the past year,
the average yield on loans receivable, net decreased 143 basis points from 8.42%
for the three months ended June 30, 2001 to 6.99% for the comparable period of
2002. Approximately 89 percent of the Company's loans receivable are
adjustable rate. This does not include approximately 23 percent of the portfolio
comprised of hybrid adjustable rate mortgages that are still in their initial
fixed rate periods. The average yield on the aggregate balance of
mortgage-backed securities, collateralized mortgage obligations and investment
securities (collectively "securities") fell 164 basis points from
6.50% for the three months ended June 30, 2001 to 4.87% for the comparable
period of 2002. The decrease in the average yield on securities also reflects
the impact on the decrease in the general level of interest rates.
The downward influence on average yield on interest-earning assets exerted by
the decrease in the general level of interest rates was partially mitigated by
the following two factors.
(1) The proportion of average interest-earning assets comprised by loans
receivable, net increased from 81 percent for the three months ended June 30,
2001 to 84 percent for the comparable period of 2002. The average balance of
loans receivable, net, increased $189.8 million from $2.30 billion for the three
months ended June 30, 2001 to $2.49 billion for the comparable period of 2002.
These increases were offset by a corresponding $67.8 million decrease in
securities from $429.4 million for the three months ended June 30, 2001 to
$361.6 million for the comparable period of 2002.
(2) Between the quarters ended June 30, 2001 and 2002, the average balance of
construction, commercial business, commercial real estate and consumer loans
(the "Four-Cs") increased from 39 percent to 42 percent of average
loans receivable, net. This represents a $164.8 million increase in the Four-Cs
from $892.6 million for the three months ended June 30, 2001 to $1.06 billion
for the comparable period of 2002. Originations of the Four-Cs represented 82%
and 87% of total loan originations for the three months ended June 30, 2002 and
2001, respectively.Interest Expense
Interest expense decreased $11.5 million from $31.8 million for the three months
ended June 30, 2001 to $20.4 million for the comparable period of 2002. The
decrease in interest expense was attributable to a 183 basis point decrease in
the average cost of interest-bearing liabilities during the 2002 period, which
was offset by an increase in average interest-bearing liabilities of $64.7
million from $2.63 billion for the three months ended June 30, 2001 to $2.69
billion for the comparable period of 2002.
The 183 basis point decrease in the average cost of interest-bearing liabilities
reflects a 188 basis point decrease in the average cost of deposits, and a 134
basis point decrease in the average cost of FHLB advances and other borrowings.
Strong growth in deposits resulted in an increase in the proportion of total
interest-bearing liabilities comprised by deposits from 77% for the three months
ended June 30, 2001 to 81% for the comparable period of 2002. The average
balance of total deposits increased $154.1 million from $2.03 billion for the
three months ended June 30, 2001 to $2.18 billion for the comparable period of
2002. The average balance of FHLB advances decreased $89.4 million from $600.9
million for the three months ended June 30, 2001 to $511.5 million for the
comparable period of 2002.

12

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis
(Continued)

The average cost of deposits decreased from 4.59% for the
three months ended June 30, 2001 to 2.71% for the comparable period of 2002
reflecting strong growth in the lower cost categories of deposits coupled with
the decrease in the general level of market interest rates experienced during
the respective time periods. The average balances of money market, savings and
NOW accounts (collectively, "core deposits") increased $334.1 million
from $814.2 million or 40% of average total deposits of $2.03 billion for the
three months ended June 30, 2001 to $1.15 billion or 53% of average total
deposits of $2.18 billion for the comparable period of 2002. The average cost of
core deposits was 1.89% for the three months ended June 30, 2002 compared to
2.60% for the comparable period of 2001.Provision for Loan Losses
Provision for loan losses was $1.0 million for the three months ended June 30,
2002 compared to $1.3 million for the comparable period of 2001. Although there
have been no significant increases in payment delinquencies or non-performing
assets, the Company believes that the additional provision for loan losses is
prudent, given the weaknesses in the general economic environment and to reflect
the general growth in loan portfolio balances during the 2002 period.
The provision for loan losses is a result of management's periodic analysis of
risks inherent in our loan portfolio from time to time, as well as the adequacy
of the allowance for loan losses. It is our policy to provide valuation
allowances for estimated losses on loans based upon past loss experience,
current trends in the level of delinquent and specific problem loans, loan
concentrations to single borrowers, adverse situations that may affect the
borrower's ability to repay, the estimated value of any underlying collateral,
and current and anticipated economic conditions in the Company's market area.
Accordingly, the calculation of the adequacy of the allowance for loan losses is
not based directly on the level of non-performing assets. For additional
discussion on our allowance for loan losses, see "Comparison of Financial
Condition at June 30, 2002 and March 31, 2002."Non-Interest Income
Non-interest income was $4.3 million for both the three months ended June 30,
2001 and 2002. As a result of the growth in core deposits, deposit and related
fees increased $365,000 from $2.4 million for the three months ended June 30,
2001 to $2.7 million for the comparable period of 2002. During the three months
ended June 30, 2002, the Company incurred a net loss of $209,000 on trading
securities activity compared to a net gain of $93,000 for the comparable period
of 2001.

13

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis
(Continued)

Non-Interest Expense
Non-interest expense increased from $14.5 million for the three months ended
June 30, 2001 to $16.4 million for the comparable period of 2002. General and
administrative expense increased from $14.5 million or 1.98%, on an annualized
basis, of average assets for the three months ended June 30, 2001 to $16.5
million or 2.19%, on an annualized basis, of average assets for the comparable
period of 2002.
Compensation and benefits expense accounted for $1.8 million of the $2.0 million
increase in general and administrative expense between the three months ended
June 30, 2001 and 2002. The increase in compensation and benefits from $7.8
million for the three months ended June 30, 2001 to $9.7 million for the
comparable period of 2002 reflects increases in staff necessary to handle higher
volumes of the Four-Cs and core deposits. The Company's opening of a
registered investment advisor, Glencrest Investment Advisors, Inc. (Glencrest)
in April 2002 also contributed to the increase in operating expenses. During the
three months ended June 30, 2002, operating expenses associated with Glencrest
totaled $475,000, of which $240,000 was attributable to compensation and
benefits expense.Income Taxes
Income taxes were $6.3 million for the three months ended June 30, 2002 compared
to $5.8 million for the comparable period of 2001. The effective tax rates were
41.7% and 42.1% for the three months ended June 30, 2002 and 2001, respectively.Comparison of Financial Condition at June 30, 2002 and March 31, 2002
Total assets decreased $30.4 million from $3.04 billion at March 31, 2002 to
$3.01 billion at June 30, 2002. Loans receivable, net increased $40.2 million
from $2.49 billion at March 31, 2002 to $2.53 billion at June 30, 2002. The
aggregate balance of securities decreased $14.3 million from $353.9 million at
March 31, 2002 to $339.6 million at June 30, 2002. The $52.1 million decrease in
cash and cash equivalents during the quarter reflects the utilization of excess
liquidity to fund loan growth and pay down FHLB advances.
The Company's level of non-performing assets continued to improve from the
level of March 31, 2002. Non-accrual loans decreased to $3.7 million or 0.13
percent of gross loans at June 30, 2002, from $4.5 million or 0.16 percent of
gross loans at March 31, 2002. At June 30, 2002, the allowance for loan losses
was $32.0 million or 1.11 percent of gross loans and 862.28 percent of
non-accrual loans compared to $31.4 million or 1.11 percent of gross loans and
697.80 percent of non-accrual loans at March 31, 2002. The growth in the loan
portfolio and an assessment of current asset quality resulted in a provision for
loan losses of $1.0 million for the quarter ended June 30, 2002, compared to
$1.3 million for the comparable period of 2001.
The progress of the 296 home residential development project in Castaic,
California on which the Bank has loans outstanding at June 30, 2002, aggregating
$23.8 million continues to meet or exceed recent projections. As of June 30,
2002, 214 of the 296 homes have been sold and closed with an additional 43 homes
in escrow. The additional 43 homes in escrow are currently under construction.
The remaining 36 unsold production homes are expected to be built and sold
during calendar year 2002 or the beginning of 2003, along with the sale of the
three existing models. During the quarter ended June 30, 2002, 20 homes closed
escrow, and an additional 33 homes entered escrow. The $18.2 million loan to a
business equipment leasing company that was classified as
"substandard" at March 31, 2002 has continued to perform in accordance
with its original contractual terms and continues to exhibit no evidence of
impairment.

14

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis
(Continued)

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. The Company 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.



|Three Months Ended       
|-------------------------
|June 30, 2002            
|(Dollars in thousands)   
|Balance at March 31, 2002
|Provision for loan losses
|Charge-offs, net         
|Recoveries               
|Balance at June 30, 2002 

Total liabilities decreased $45.9 million from $2.76 billion at March 31, 2002
to $2.71 billion at June 30, 2002. Deposits increased $19.2 million from $2.17
billion at March 31, 2002 to $2.19 billion at June 30, 2002. Core deposits
increased $118.7 million from $1.08 billion at March 31, 2002 to $1.20 billion
at June 30, 2002. FHLB advances were paid down by $70.0 million during the
quarter to $488.0 million at June 30, 2002.
Total stockholders' equity was $299.6 million at June 30, 2002 compared to
$284.1 million at March 31, 2002. The $15.6 million increase in total
stockholders' equity is comprised principally of a $7.8 million increase in
retained earnings, substantially restricted, and a $4.9 million increase in
additional paid-in-capital. The $7.8 million increase in retained earnings,
substantially restricted reflects the $8.9 million of net earnings for the three
months ended June 30, 2002 partially offset by a quarterly cash dividend of
$0.08 per common share paid on June 28, 2002 to shareholders of record as of
June 14, 2002. $4.0 million of the $4.9 million increase in additional
paid-in-capital reflects the exercise of 203,000 stock options issued to
employees along with the tax benefit to the Company arising therefrom and the
remaining $932,000 was attributable to amortization of shares under the company's
ESOP.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. 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. Effective July 11, 2001 the OTS
adopted a rule eliminating the statutory liquidity requirement. In its place,
the OTS adopted a policy, consistent with that of the other Federal banking
regulatory agencies, that liquidity be maintained at a level which provides for
safe and sound banking practices and financial flexibility. The Bank's average
liquidity ratio was 6.35% for the three months ended June 30, 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.

15

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis
(Continued)

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 $17.5
million and $27.5 million for the three months ended June 30, 2002 and 2001,
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 $388.7 million and
$354.2 million for the three months ended June 30, 2002 and 2001, respectively.
Disbursements on loans originated and purchased, including loans held for sale,
were $456.2 million and $449.4 million for the three months ended June 30, 2002
and 2001, respectively. Disbursements for purchases of mortgage-backed and other
investment securities were $20.0 million and $96.5 million for the three months
ended June 30, 2002 and 2001, respectively. Proceeds from the maturation of
investment securities and paydowns of mortgage-backed securities and
collateralized mortgage obligations were $28.7 million and $76.6 million for the
three months ended June 30, 2002 and 2001, respectively. Proceeds from sale of
investment securities were $10.0 million and zero for the three months ended
June 30, 2002 and 2001, 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 $19.2 million
and $25.8 million for the three months ended June 30, 2002 and 2001,
respectively. FHLB advances and other borrowings decreased $70.0 million and
$5.0 million for the three months ended June 30, 2002 and 2001, respectively.
At June 30, 2002, the Bank exceeded all of its regulatory capital requirements
with a tangible capital level of $272.3 million, or 9.11% of adjusted total
assets, which is above the required level of $44.8 million, or 1.5%; core
capital of $272.3 million, or 9.11% of adjusted total assets, which is above the
required level of $119.6 million, or 4.0%; and total risk-based capital of
$300.6 million, or 13.29% of risk-weighted assets, which is above the required
level of $181.0 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, 2002 cash
and short-term investments totaled $53.8 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, 2002, the Bank has
$488.0 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, 2002, the Bank had outstanding commitments to
originate and purchase loans of $656.0 million and zero respectively, compared
to $633.1 million and zero, respectively, at June 30, 2001. At June 30, 2002,
and 2001 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, 2002 totaled $771.4 million. The Bank expects that a
substantial portion of the maturing certificate accounts will be retained by the
Bank at maturity.

16

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PFF BANCORP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis
(Continued)

Segment ReportingThe Company, through the branch network of the Bank and Glencrest,
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 portfolio management 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, as there have
been no significant changes in these disclosures during the three months ended
June 30, 2002.

17

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PART II - OTHER INFORMATION


PFF BANCORP, INC. AND SUBSIDIARIESItem 1.
      Legal ProceedingsThe Company and subsidiaries 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 and Use of ProceedsNoneItem 3.
    Defaults Upon Senior SecuritiesNoneItem 4.
    Submission of Matter to a Vote of Security Holders.NoneItem 5.
    Other Information.NoneItem 6.
    Exhibits and Reports on Form 8-K.(a)(3)
    Exhibits(a)
    The following exhibits are filed as part of this report:3.1
    Certificate of Incorporation of PFF Bancorp, Inc. *3.2
    Bylaws of PFF Bancorp, Inc. *99.1
    Certification of Chief Executive Officer pursuant to Section 906 of
      Sarbanes-Oxley Act of 2002.99.2
    Certification of Chief Financial Officer pursuant to Section 906 of
      Sarbanes-Oxley Act of 2002.(b)
    Reports on form 8-KNone*Incorporated herein by reference to Form S-1, Registration Statement,
      as amended, filed on December 8, 1995, SEC Registration Number 33-94860.


18

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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.        
|---------------------- | -------------------------
|                       |                          
|DATED: August 14, 2002 | BY:/s/ LARRY M. RINEHART 
|                       |                          
|                       |                          
|DATED: August 14, 2002 | BY:/s/ GREGORY C. TALBOTT
|                       |