|UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION
      Washington, DC 20549FORM 10-Q                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(Mark One)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                                                                                                                                             
|For the quarterly period ended December 31, 2001or                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                                                                                                                                              
|For the transition period from ______ to _______                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Commission File Number 0-27404PFF BANCORP, INC.(exact name of registrant as specified in its charter)                                                                                                                                                                                                                                                                                                                                                                                                                           
|DELAWARE(State or other jurisdiction of
      incorporation or organization)                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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 13,223,017 shares of common stock, par value $.01 per
      share, outstanding as of February 8, 2002.



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



|PART I     | FINANCIAL INFORMATION (Unaudited)                                                                                        | PAGE
|---------- | ------------------------------------------------------------------------------------------------------------------------ | ----
|           |                                                                                                                          |     
|Item 1     | Financial statementsConsolidated Balance Sheets as of
    December 31, 2001 and March 31, 2001                           | 1   
|           | Consolidated Statements of
    Earnings for the three and nine months ended December 31, 2001 and 2000                   | 2   
|           | Consolidated
    Statements of Comprehensive Earnings
    for the three and nine months ended December 31, 2001 and 2000 | 3   
|           | Consolidated Statement of Stockholders'
    Equity
    for the nine months ended December 31, 2001                       | 4   
|           | Consolidated Statements of Cash Flows
    for the
    nine months ended December 31, 2001 and 2000                       | 5   
|           | Notes to Unaudited Consolidated Financial
    Statements                                                                 | 7   
|Item 2     | Management's Discussion and Analysis of
    Financial Condition and Results of Operations                                | 11  
|Item 3     | Qualitative and Quantitative
    Disclosures about
    Market Risk                                                       | 22  
|PART II    | OTHER INFORMATION                                                                                                        |     
|Item 1     | Legal Proceedings                                                                                                        | 23  
|Item 2     | Changes in Securities                                                                                                    | 23  
|Item 3     | Defaults Upon Senior
    Securities                                                                                      | 23  
|Item 4     | Submission of Matters to
    a Vote of Security Holders                                                                  | 23  
|Item 5     | Other Information                                                                                                        | 23  
|Item 6     | Exhibits and Reports on Form 8-K                                                                                         | 23  
|SIGNATURES |                                                                                                                          |     



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PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

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

|                                                                                                                                                                                                      | December 31,
      2001 | March 31,
      2001
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | --------------------
|Assets                                                                                                                                                                                                |                         |                     
|Cash and cash equivalents                                                                                                                                                                             | $ 54,267                | $ 51,526            
|Loans held for sale at lower of cost or fair value                                                                                                                                                    | 642                     | 583                 
|Investment securities held-to-maturity (estimated fair value of
      $770 at December 31, 2001 and $772 at March 31, 2001)                                                                           | 703                     | 702                 
|Investment securities available-for-sale, at fair value                                                                                                                                               | 94,452                  | 59,137              
|Mortgage-backed securities available-for-sale, at fair value                                                                                                                                          | 230,694                 | 302,964             
|Collateralized mortgage obligations available-for-sale, at fair value                                                                                                                                 | 63,325                  | 82,315              
|Trading securities, at fair value                                                                                                                                                                     | 2,354                   | 2,375               
|Loans receivable, net                                                                                                                                                                                 | 2,439,384               | 2,285,307           
|Federal Home Loan Bank (FHLB) stock, at cost                                                                                                                                                          | 34,612                  | 46,121              
|Accrued interest receivable                                                                                                                                                                           | 15,849                  | 18,466              
|Real estate acquired through foreclosure, net                                                                                                                                                         | 1,150                   | 351                 
|Property and equipment, net                                                                                                                                                                           | 22,100                  | 22,946              
|Prepaid expenses and other assets                                                                                                                                                                     | 15,467                  | 13,638              
|Total assets                                                                                                                                                                                          | $ 2,974,999             | $ 2,886,431         
|                                                                                                                                                                                                      |                         |                     
|Liabilities and Stockholders' Equity                                                                                                                                                                  |                         |                     
|Liabilities:                                                                                                                                                                                          |                         |                     
|Deposits                                                                                                                                                                                              | $ 2,068,805             | $ 2,021,261         
|FHLB advances                                                                                                                                                                                         | 588,000                 | 575,000             
|Accrued expenses and other liabilities                                                                                                                                                                | 31,663                  | 32,172              
|Total liabilities                                                                                                                                                                                     | 2,688,468               | 2,628,433           
|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
      20,254,961 and 20,082,094; outstanding 13,220,994 and 13,238,627 at
      December 31, 2001 and March 31, 2001, respectively | 200                     | 200                 
|Additional paid-in capital                                                                                                                                                                            | 135,378                 | 131,919             
|Retained earnings, substantially restricted                                                                                                                                                           | 158,904                 | 137,703             
|Unearned stock-based compensation                                                                                                                                                                     | (6,333)                 | (8,953)             
|Treasury stock (7,033,967 and 6,843,467 at December 31, 2001 and March
      31, 2001, respectively)                                                                                                  | (69)                    | (68)                
|Accumulated other comprehensive loss                                                                                                                                                                  | (1,549)                 | (2,803)             
|Total stockholders' equity                                                                                                                                                                            | 286,531                 | 257,998             
|Total liabilities and stockholders' equity                                                                                                                                                            | $ 2,974,999             | $ 2,886,431         
|See accompanying
      notes to the unaudited consolidated financial statements.                                                                                                                     

1

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

|                                                                                     | For the Three Months Ended
      December 31, | For the Nine Months Ended
      December 31,
|------------------------------------------------------------------------------------ | --------------------------------------------- | --------------------------------------------
|                                                                                     | 2001                                          | 2000                                        
|                                                                                     |                                               |                                             
|Interest income:                                                                     |                                               |                                             
|Mortgage loans                                                                       | $ 40,545                                      | $ 43,736                                    
|Non-mortgage loans                                                                   | 6,265                                         | 7,584                                       
|Mortgage-backed securities                                                           | 3,680                                         | 5,390                                       
|Collateralized mortgage obligations                                                  | 653                                           | 1,629                                       
|Investment securities and deposits                                                   | 1,387                                         | 3,109                                       
|Total interest income                                                                | 52,530                                        | 61,448                                      
|Interest expense:                                                                    |                                               |                                             
|Interest on deposits                                                                 | 17,300                                        | 24,646                                      
|Interest on borrowings                                                               | 5,886                                         | 12,238                                      
|Total interest expense                                                               | 23,186                                        | 36,884                                      
|Net interest income                                                                  | 29,344                                        | 24,564                                      
|Provision for loan losses                                                            | 1,250                                         | 1,251                                       
|Net interest income after provision for loan losses                                  | 28,094                                        | 23,313                                      
|Non-interest income:                                                                 |                                               |                                             
|Deposit and related fees                                                             | 2,326                                         | 2,178                                       
|Loan and servicing fees                                                              | 1,336                                         | 914                                         
|Trust fees                                                                           | 502                                           | 237                                         
|Gain on sales of assets, net                                                         | 49                                            | 120                                         
|Gain(loss) on trading securities, net                                                | 282                                           | (773)                                       
|Other non-interest income                                                            | 158                                           | 11                                          
|Total non-interest income                                                            | 4,653                                         | 2,687                                       
|Non-interest expense:                                                                |                                               |                                             
|General and administrative:                                                          |                                               |                                             
|Compensation and benefits                                                            | 8,878                                         | 7,882                                       
|Occupancy and equipment                                                              | 3,151                                         | 3,071                                       
|Marketing and professional services                                                  | 1,734                                         | 1,728                                       
|Other non-interest expense                                                           | 2,546                                         | 2,012                                       
|Total general and administrative                                                     | 16,309                                        | 14,693                                      
|Foreclosed real estate operations, net                                               | (38)                                          | (320)                                       
|Total non-interest expense                                                           | 16,271                                        | 14,373                                      
|Earnings before income taxes                                                         | 16,476                                        | 11,627                                      
|Income taxes                                                                         | 6,923                                         | 4,908                                       
|Net earnings                                                                         | $ 9,553                                       | $ 6,719                                     
|                                                                                     |                                               |                                             
|Basic earnings per share                                                             | $ 0.81                                        | $ 0.57                                      
|Weighted average shares outstanding for basic
      earnings per share calculation   | 11,762,865                                    | 11,692,108                                  
|Diluted earnings per share                                                           | $ 0.72                                        | $ 0.52                                      
|Weighted average shares outstanding for diluted
      earnings per share calculation | 13,266,564                                    | 12,909,442                                  
|Cash dividends per share                                                             | $ 0.08                                        | $ 0.06                                      
|See accompanying
      notes to the unaudited consolidated financial statements.    

2

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|                                                                                                                   | For the Three Months Ended
      December 31, | For the Nine Months Ended
      December 31,
|------------------------------------------------------------------------------------------------------------------ | --------------------------------------------- | --------------------------------------------
|                                                                                                                   | 2001                                          | 2000                                        
|                                                                                                                   |                                               |                                             
|Net earnings                                                                                                       | $ 9,553                                       | $ 6,719                                     
|                                                                                                                   |                                               |                                             
|Other comprehensive earnings net of $919 and $3,315 income taxes at
      December 31, 2001 and 2000, 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        | 511                                           | 140                                         
|Collateralized mortgage obligations available-for-sale, at fair value                                              | 243                                           | 291                                         
|Mortgage-backed securities available-for-sale, at fair value                                                       | 405                                           | 1,167                                       
|Reclassification of realized (gains) losses included in earnings                                                   | 241                                           | 156                                         
|                                                                                                                   |                                               |                                             
|Other comprehensive earnings                                                                                       | 1,400                                         | 1,754                                       
|Comprehensive earnings                                                                                             | $ 10,953                                      | $ 8,473                                     
|See accompanying
      notes to the unaudited consolidated financial statements.                                  

3

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PFF BANCORP, INC. AND SUBSIDIARYCONSOLIDATED 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, 2001                                                        | 13,238,627             | $ 200              | $ 131,919                              | $ 137,703                                                     | $ (8,953)                                     | $ (68)               | $ (2,803)                                                        | $ 257,998
|                                                                                 |                        |                    |                                        |                                                               |                                               |                      |                                                                  |          
|Net earnings                                                                     | -                      | -                  | -                                      | 26,544                                                        | -                                             | -                    | -                                                                | 26,544   
|Purchase of treasury stock                                                       | (190,500)              | -                  | (1,904)                                | (2,773)                                                       | -                                             | (1)                  | -                                                                | (4,678)  
|Amortization of shares under stock-based
      compensation plans                | -                      | -                  | 1,723                                  | -                                                             | 2,620                                         | -                    | -                                                                | 4,343    
|Stock options exercised                                                          | 172,867                | -                  | 1,955                                  | -                                                             | -                                             | -                    | -                                                                | 1,955    
|Cash dividends                                                                   | -                      | -                  | -                                      | (2,570)                                                       | -                                             | -                    | -                                                                | (2,570)  
|Changes in unrealized losses on
      securities available for sale, net         | -                      |                    | -                                      | -                                                             | -                                             | -                    | 1,254                                                            | 1,254    
|Tax benefit from stock options                                                   | -                      | -                  | 1,685                                  | -                                                             | -                                             |                      |                                                                  | 1,685    
|Balance at December 31, 2001                                                     | 13,220,994             | $ 200              | $ 135,378                              | $ 158,904                                                     | $ (6,333)                                     | $ (69)               | $ (1,549)                                                        | $ 286,531
|See accompanying
      notes to the unaudited consolidated financial statements.

4

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



|                                                                                                                     | Nine Months Ended
      December 31,
|-------------------------------------------------------------------------------------------------------------------- | ------------------------------------
|                                                                                                                     | 2001                                
|                                                                                                                     |                                     
|Cash flows from operating activities:                                                                                |                                     
|Net earnings                                                                                                         | $ 26,544                            
|Adjustments to reconcile net earnings to net cash provided by operating
      activities:                            |                                     
|Amortization of premiums net of discount accretion on loans and
      securities                                     | 640                                 
|Amortization of deferred loan origination fees                                                                       | 2,438                               
|Loan fees collected                                                                                                  | 194                                 
|Dividends on FHLB stock                                                                                              | (1,837)                             
|Provisions for losses on loans                                                                                       | 3,750                               
|Gains on sales of loans, mortgage-backed securities available-for-sale,
      real estate and property and equipment | (451)                               
|Proceeds from sale of trading securities                                                                             | -                                   
|Losses on trading securities                                                                                         | 79                                  
|Depreciation and amortization of property and equipment                                                              | 2,262                               
|Loans originated for sale                                                                                            | (9,091)                             
|Proceeds from sale of loans held-for-sale                                                                            | 9,294                               
|Amortization of unearned stock-based compensation                                                                    | 4,343                               
|Increase in accrued expenses and other liabilities                                                                   | 244                                 
|(Increase) decrease in:                                                                                              |                                     
|Accrued interest receivable                                                                                          | 2,617                               
|Prepaid expenses and other assets                                                                                    | (1,829)                             
|Net cash provided by operating activities                                                                            | 39,197                              
|                                                                                                                     |                                     
|Cash flows from investing activities:                                                                                |                                     
|Loans originated for investment                                                                                      | (1,057,538)                         
|Increase in construction loans in process                                                                            | 61,524                              
|Purchases of loans held for investment                                                                               | (282,152)                           
|Principal payments on loans                                                                                          | 1,117,083                           
|Principal payments on mortgage-backed securities available-for-sale                                                  | 98,501                              
|Principal payments on collateralized mortgage obligations
      available-for-sale                                   | 18,176                              
|Purchases of investment securities available-for-sale                                                                | (83,393)                            
|Redemption of FHLB stock                                                                                             | 13,346                              
|Purchases of mortgage-backed securities available-for-sale                                                           | (25,236)                            
|                                                                                                                     | (Continued)                         

5

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



|                                                                                      | Nine Months Ended
      December 31,
|------------------------------------------------------------------------------------- | ------------------------------------
|                                                                                      | 2001                                
|Proceeds from maturities of investment securities
      available-for-sale            | $ 39,881                            
|Proceeds from sale of investment securities available-for-sale                        | 8,525                               
|Proceeds from sale of real estate                                                     | 997                                 
|Investment in or proceeds from real estate held for investment                        | -                                   
|Purchases of property and equipment                                                   | (1,421)                             
|Net cash (used in) provided by investing activities                                   | (91,707)                            
|Cash flows from financing activities:                                                 |                                     
|Proceeds from FHLB advances                                                           | 559,400                             
|Repayment of FHLB advances                                                            | (546,400)                           
|Net change in deposits                                                                | 47,544                              
|Proceeds from exercise of stock options                                               | 1,955                               
|Cash dividends                                                                        | (2,570)                             
|Purchase of treasury stock                                                            | (4,678)                             
|Net cash (used in) provided by financing activities                                   | 55,251                              
|Net increase in cash and cash equivalents                                             | 2,741                               
|Cash and cash equivalents, beginning of period                                        | 51,526                              
|Cash and cash equivalents, end of period                                              | $ 54,267                            
|Supplemental information:                                                             |                                     
|Interest paid, including interest credited                                            | $ 86,850                            
|Income taxes paid                                                                     | 17,100                              
|Negative amortization loans                                                           | 1,224                               
|Non-cash investing and financing activities:                                          |                                     
|Net transfers from loans receivable to real estate acquired through
      foreclosure | 2,042                               
|See accompanying
      notes to the unaudited consolidated financial statements.     

6

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PFF BANCORP, INC. AND SUBSIDIARY
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 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 accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments (consisting
principally of normal recurring accruals) necessary for a fair presentation have
been included. Certain reclassifications have been made to the prior period
consolidated financial statements to conform to the current presentation.The results of operations for the nine months ended December 31, 2001,
are not necessarily indicative of results that may be expected for the entire
fiscal year ending March 31, 2002.(2)New Accounting PronouncementsIn July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141") and
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142").
SFAS 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. The use of the
pooling-of-interests method is no longer permitted. This statement had no effect
on the Company.SFAS 142 applies to all acquired intangible assets whether acquired
singularly, as part of a group, or in a business combination. The Statement
supersedes APB Opinion No. 17, "Intangible Assets," and will carry
forward provisions in Opinion 17 related to internally developed intangible
assets. The Statement changes the accounting for goodwill from an amortization
method to an impairment-only approach. Goodwill should no longer be amortized,
but instead tested for impairment at least annually at the reporting unit level.
The accounting provisions are effective for fiscal years beginning after
December 15, 2001. For the first nine months of fiscal 2002, the amortization of
excess of cost over fair value of net assets acquired was $243,000 and as of
December 31, 2001, goodwill amounted to $1.3 million. It is not anticipated that
the financial impact of this statement will have a material effect on the
Company.In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations"
("SFAS 143"). This Statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs.
SFAS 143 requires an enterprise to record the fair value of an asset retirement
obligation as a liability in the period in which it incurs a legal obligation
associated with the retirement of a tangible long-lived asset. Since the
requirement is to recognize the obligation when incurred, approaches that have
been used in the past to accrue the asset retirement obligation over the life of
the asset are no longer acceptable. SFAS 143 also requires the enterprise

7

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PFF BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
(Continued)

to record the contra to the initial obligation as an increase to
the carrying amount of the related long-lived asset (i.e., the associated asset
retirement costs) and to depreciate that cost over the remaining useful life of
the asset. The liability is changed at the end of each period to reflect the
passage of time (i.e., accretion expense) and changes in the estimated future
cash flows underlying the initial fair value measurement.
Enterprises are required to adopt SFAS 143 for fiscal years beginning after June
15, 2002. It is not anticipated that the financial impact of this statement will
have a material effect on the Company.
In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
("SFAS 144"), which addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. While SFAS 144 supersedes SFAS
121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", it retains many of the fundamental provisions of
that Statement.
SFAS 144 also supersedes the accounting and reporting provisions of APB Opinion
No.30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions", for the disposal of a segment of a
business. However, it retains the requirement in Opinion 30 to report separately
discontinued operations and extends that reporting to a component of an entity
that either has been disposed of (by sale, abandonment, or in a distribution to
owners) or is classified as held for sale. By broadening the presentation of
discontinued operations to include more disposal transactions, the FASB has
enhanced management's ability to provide information that helps financial
statement users to assess the effects of a disposal transaction on the ongoing
operations of an entity.
SFAS 144 is effective for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years. It is not anticipated that the
financial impact of this statement will have a material effect on the Company.

8

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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 December 31,      
|--------------------------------------------------------------------- | ---------------------------------------------
|                                                                      | 2001 (1)                                     
|                                                                      | Earnings
      (Numerator)                   
|                                                                      | (Dollars in thousands, except per share data)
|                                                                      |                                              
|Net Earnings                                                          | $ 9,553                                      
|                                                                      |                                              
|Basic EPS                                                             |                                              
|Earnings available to common stockholders                             | 9,553                                        
|                                                                      |                                              
|Effect of Dilutive Securities                                         |                                              
|Options and Stock Awards                                              | -                                            
|                                                                      |                                              
|Diluted EPS                                                           |                                              
|Earnings available to common stockholders and assumed
    conversions | $ 9,553                                      



9

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PFF BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
(Continued)

|                                                                      | For the Nine Months Ended December 31,       
|--------------------------------------------------------------------- | ---------------------------------------------
|                                                                      | 2001 (1)                                     
|                                                                      | Earnings
      (Numerator)                   
|                                                                      | (Dollars in thousands, except per share data)
|                                                                      |                                              
|Net Earnings                                                          | $ 26,544                                     
|                                                                      |                                              
|Basic EPS                                                             |                                              
|Earnings available to common stockholders                             | 26,544                                       
|                                                                      |                                              
|Effect of Dilutive Securities                                         |                                              
|Options and Stock Awards                                              | -                                            
|                                                                      |                                              
|Diluted EPS                                                           |                                              
|Earnings available to common stockholders and assumed
    conversions | $ 26,544                                     



10

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PFF BANCORP, INC. AND SUBSIDIARY

Item 2: Management's Discussion and
Analysis of Financial Condition and Operation

Average Balance SheetsThe following table sets forth certain information
relating to the Company for the three months ended December 31, 2001 and 2000.
The yields and costs are derived by dividing income or expense by the average
balance of assets or liabilities, respectively, for the periods shown. Average
balances are derived from average daily balances. The yields and costs include
fees that are considered adjustments to yields.



|                                                                                                                                                                                                                                                                                                                                                              | Three Months Ended December 31,
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------
|                                                                                                                                                                                                                                                                                                                                                              | 2001                           
|                                                                                                                                                                                                                                                                                                                                                              | Average
      Balance          
|Assets:                                                                                                                                                                                                                                                                                                                                                       | (Dollars in thousands)         
|Interest-earning assets:                                                                                                                                                                                                                                                                                                                                      |                                
|Interest-earning deposits and short-term
    investments (1)                                                                                                                                                                                                                                                                                                  | $ 38,623                       
|Investment securities, net                                                                                                                                                                                                                                                                                                                                    | 100,388                        
|Loans receivable, net                                                                                                                                                                                                                                                                                                                                         | 2,441,829                      
|Mortgage-backed securities, net                                                                                                                                                                                                                                                                                                                               | 235,321                        
|Collateralized mortgage obligations, net                                                                                                                                                                                                                                                                                                                      | 68,589                         
|FHLB stock                                                                                                                                                                                                                                                                                                                                                    | 34,461                         
|Total interest-earning assets (1)                                                                                                                                                                                                                                                                                                                             | 2,919,211                      
|Non-interest-earning assets                                                                                                                                                                                                                                                                                                                                   | 60,379                         
|Total assets                                                                                                                                                                                                                                                                                                                                                  | $2,979,590                     
|Liabilities and Stockholders' Equity:                                                                                                                                                                                                                                                                                                                         |                                
|Interest-bearing liabilities:                                                                                                                                                                                                                                                                                                                                 |                                
|Savings accounts                                                                                                                                                                                                                                                                                                                                              | $ 124,331                      
|Money market accounts                                                                                                                                                                                                                                                                                                                                         | 458,983                        
|NOW and other demand deposit accounts                                                                                                                                                                                                                                                                                                                         | 300,406                        
|Certificate accounts                                                                                                                                                                                                                                                                                                                                          | 1,176,059                      
|Total                                                                                                                                                                                                                                                                                                                                                         | 2,059,779                      
|FHLB advances and other (2)                                                                                                                                                                                                                                                                                                                                   | 611,885                        
|Total interest-bearing liabilities (2)                                                                                                                                                                                                                                                                                                                        | 2,671,664                      
|Non-interest-bearing liabilities                                                                                                                                                                                                                                                                                                                              | 26,148                         
|Total liabilities                                                                                                                                                                                                                                                                                                                                             | 2,697,812                      
|Stockholders' equity                                                                                                                                                                                                                                                                                                                                          | 281,778                        
|Total liabilities and stockholders' equity                                                                                                                                                                                                                                                                                                                    | $2,979,590                     
|Net interest income                                                                                                                                                                                                                                                                                                                                           |                                
|Net interest spread (3)                                                                                                                                                                                                                                                                                                                                       |                                
|Effective interest spread (3)                                                                                                                                                                                                                                                                                                                                 |                                
|Ratio of interest-earning assets to
    interest-bearing liabilities                                                                                                                                                                                                                                                                                          | 109.27%                        
|(1)Interest income and average yield include
    a non-recurring $458 charge to interest income. Excluding this adjustment,
    average yield on interest-earning deposits and short-term investments and
    average yield on total interest-earning assets for the three months ended
    December 31, 2001, would have been 1.97% and 7.26%, respectively.
|(2)Interest expense and average cost include
    a non-recurring $1,258 credit to interest expense. Excluding this
    adjustment, average cost on FHLB advances and other and average cost on
    total interest-bearing liabilities for the three months ended December 31,
    2001, would have been 4.63% and 3.63%, respectively.                       
|(3)Excluding the interest income and expense
    adjustments noted above, net interest spread and effective interest spread
    for the three months ended December 31, 2001, would have been 3.63% and
    3.91%, respectively.                                                                                                                             

11

---

PFF BANCORP, INC. AND SUBSIDIARY
Management's Discussion and Analysis of Financial Condition and Operation
(Continued)

Average Balance SheetsThe following table sets forth certain information relating to the Company
for the nine months ended December 31, 2001 and 2000. The yields and costs are
derived by dividing income or expense by the average balance of assets or
liabilities, respectively, for the periods shown. Average balances are derived
from average daily balances. The yields and costs include fees that are
considered adjustments to yields.



|                                                                                                                                                                                                                                                                                                                                      | Nine Months Ended December 31,
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------
|                                                                                                                                                                                                                                                                                                                                      | 2001                          
|                                                                                                                                                                                                                                                                                                                                      | Average
      Balance         
|Assets:                                                                                                                                                                                                                                                                                                                               | (Dollars in thousands)        
|Interest-earning assets:                                                                                                                                                                                                                                                                                                              |                               
|Interest-earning deposits and short-term
    investments                                                                                                                                                                                                                                                                              | $ 47,228                      
|Investment securities, net                                                                                                                                                                                                                                                                                                            | 92,539                        
|Loans receivable, net                                                                                                                                                                                                                                                                                                                 | 2,372,081                     
|Mortgage-backed securities, net                                                                                                                                                                                                                                                                                                       | 260,444                       
|Collateralized mortgage obligations, net                                                                                                                                                                                                                                                                                              | 75,122                        
|FHLB stock                                                                                                                                                                                                                                                                                                                            | 36,455                        
|Total interest-earning assets                                                                                                                                                                                                                                                                                                         | 2,883,869                     
|Non-interest-earning assets                                                                                                                                                                                                                                                                                                           | 78,243                        
|Total assets                                                                                                                                                                                                                                                                                                                          | $2,962,112                    
|Liabilities and Stockholders' Equity:                                                                                                                                                                                                                                                                                                 |                               
|Interest-bearing liabilities:                                                                                                                                                                                                                                                                                                         |                               
|Savings accounts                                                                                                                                                                                                                                                                                                                      | $ 124,379                     
|Money market accounts                                                                                                                                                                                                                                                                                                                 | 442,982                       
|NOW and other demand deposit accounts                                                                                                                                                                                                                                                                                                 | 283,926                       
|Certificate accounts                                                                                                                                                                                                                                                                                                                  | 1,191,435                     
|Total                                                                                                                                                                                                                                                                                                                                 | 2,042,722                     
|FHLB advances and other (1)                                                                                                                                                                                                                                                                                                           | 608,584                       
|Total interest-bearing liabilities (1)                                                                                                                                                                                                                                                                                                | 2,651,306                     
|Non-interest-bearing liabilities                                                                                                                                                                                                                                                                                                      | 37,777                        
|Total liabilities                                                                                                                                                                                                                                                                                                                     | 2,689,083                     
|Stockholders' equity                                                                                                                                                                                                                                                                                                                  | 273,029                       
|Total liabilities and stockholders' equity                                                                                                                                                                                                                                                                                            | $2,962,112                    
|Net interest income before provision for loan
    losses                                                                                                                                                                                                                                                                              |                               
|Net interest spread (2)                                                                                                                                                                                                                                                                                                               |                               
|Effective interest spread (2)                                                                                                                                                                                                                                                                                                         |                               
|Ratio of interest-earning assets to
    interest-bearing liabilities                                                                                                                                                                                                                                                                  | 108.77%                       
|(1)Interest expense and average cost include
    a non-recurring $1,258 credit to interest expense. Excluding this
    adjustment, average cost on FHLB advances and other and average cost on
    total interest-bearing liabilities for the nine months ended December 31,
    2001, would have been 5.24% and 4.22%, respectively.
|(2)Excluding the interest expense adjustment
    noted above, net interest spread and effective interest spread for the nine
    months ended December 31, 2001, would have been 3.43% and 3.75%,
    respectively.                                                                                                                  

12

---

PFF BANCORP, INC. AND SUBSIDIARY
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 December 31, 2001
      Compared to
      Three Months Ended December 31, 2000 | Nine Months Ended December 31, 2001
      Compared to
      Nine Months Ended December 31, 2000
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Increase (Decrease)
      Due to                                                                  | Increase (Decrease)
      Due to                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Volume                                                                                            | Rate                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (Dollars in thousands)                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   |                                                                                                
|Interest-earning assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                   |                                                                                                
|Interest-earning deposits and short-term investments (1)                                                                                                                                                                                                                                                                                                                                                                                                                  | $ 142                                                                                             | (668)                                                                                          
|Investment securities, net                                                                                                                                                                                                                                                                                                                                                                                                                                                | 91                                                                                                | (567)                                                                                          
|Loans receivable, net                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 2,426                                                                                             | (6,715)                                                                                        
|Mortgage-backed securities, net                                                                                                                                                                                                                                                                                                                                                                                                                                           | (1,500)                                                                                           | (289)                                                                                          
|Collateralized mortgage obligations, net                                                                                                                                                                                                                                                                                                                                                                                                                                  | (321)                                                                                             | (816)                                                                                          
|FHLB stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (209)                                                                                             | (380)                                                                                          
|Total interest-earning assets (2)                                                                                                                                                                                                                                                                                                                                                                                                                                         | 629                                                                                               | (9,435)                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   |                                                                                                
|Interest-bearing liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                   |                                                                                                
|Savings accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (12)                                                                                              | (329)                                                                                          
|Money market accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 874                                                                                               | (2,089)                                                                                        
|NOW and other demand deposit
    Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                 | 128                                                                                               | (230)                                                                                          
|Certificate accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (35)                                                                                              | (5,250)                                                                                        
|FHLB advances (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (2,393)                                                                                           | (4,915)                                                                                        
|Total interest-bearing liabilities (4)                                                                                                                                                                                                                                                                                                                                                                                                                                    | (1,438)                                                                                           | (12,813)                                                                                       
|Change in net interest income (5)                                                                                                                                                                                                                                                                                                                                                                                                                                         | $ 2,067                                                                                           | 3,378                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                   |                                                                                                
|(1) Calculated including an adjustment to interest
      income ($458 charge) during the three months ended December 31, 2001.
      Excluding the adjustment, rate and rate/volume for interest-earning
      deposits and short-term investments for the three months ended December
      31, 2001, would have been ($317) and ($555), respectively.                                                                                                                  
|(2) Calculated including an adjustment to interest
      income ($458 charge) during the three months ended December 31, 2001.
      Excluding the adjustment, rate and rate/volume for total interest-earning
      assets for the three months ended December 31, 2001, would have been
      ($9,084) and ($463), respectively.                                                                                                                                       
|(3) Calculated including an adjustment to interest
      expense ($1,258 credit) during the three and nine months ended December
      31, 2001. Excluding the adjustment, rate and rate/volume for FHLB advances
      for the three and nine months ended December 31, 2001, would have been
      ($3,355) and ($604) and ($6,199) and $246, respectively.                                                                                                            
|(4) Calculated including an adjustment to interest
      expense ($1,258 credit) during the three and nine months ended December
      31, 2001. Excluding the adjustment, rate and rate/volume for total
      interest-bearing liabilities for the three and nine months ended December
      31, 2001, would have been ($11,253) and ($1,007) and ($19,057) and ($629),
      respectively.                                                                           
|(5) Calculated including adjustments to interest income
      ($458 charge) during the three months ended December 31, 2001, and
      interest expense ($1,258 credit) during the three and nine months ended
      December 31, 2001. Excluding the adjustments, rate and rate/volume for the
      change in net interest income for the three and nine months ended December
      31, 2001, would have been $2,169 and $544 and $5,792 and $757,
      respectively.

13

---

PFF BANCORP, INC. AND SUBSIDIARY
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.Comparison of Operating Results for the Three Months Ended December
31, 2001 and 2000General
The Company recorded net earnings of $9.6 million or $0.72 per diluted share for
the three months ended December 31, 2001, compared to net earnings of $6.7
million or $0.52 per diluted share for the comparable period of 2000. Net
earnings for the quarter ended December 31, 2001, were increased by $730,000 or
$0.06 per diluted share arising from the reversal of $1.3 million of interest
expense that had been accrued over the past five fiscal years in connection with
a state income tax appeal that was resolved in favor of the Company during the
current quarter. Net earnings for the current quarter were reduced by $266,000
or $0.02 per diluted share arising from the reversal of a $458,000 over accrual
of interest income during the previous two quarters.
Core net earnings (defined as net earnings excluding the after-tax impact of
trading portfolio activity and the interest adjustments noted above) increased
25 percent to $8.9 million or $0.67 per diluted share for the three months ended
December 31, 2001, from $7.2 million or $0.56 per diluted share for the
comparable period of 2000.
Net interest income was $29.3 million for the three months ended December 31,
2001, compared to $24.6 million for the comparable period of 2000. Net interest
income excluding the interest adjustments noted above ("core net interest
income") was $28.5 million for the current quarter, an increase of $4.0
million or 16 percent from the comparable period of the prior year. The increase
in core net interest income was attributable to a 61 basis point expansion of
the Company's net interest spread (excluding adjustments) from 3.02 percent
for the quarter ended December 31, 2000, to 3.63 percent for the current
quarter. The 61 basis point expansion in net interest spread was attributable to
a 179 basis point decrease in average cost of interest bearing liabilities
partially offset by a 118 basis point reduction in the average yield on
interest-earning assets. The non-recurring interest income and expense
adjustments noted above increased net interest spread for the three months ended
December 31, 2001, by an additional 13 basis points to 3.76%.
Provision for loan losses was $1.3 million for the three months ended December
31, 2001 and 2000. Total non-interest income was $4.7 million for the three
months ended December 31, 2001, compared to $2.7 million for the comparable
period of 2000. Total non-interest expense was $16.3 million for the three
months ended December 31, 2001, compared to $14.4 million for the comparable
period of 2000

14

---

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

Interest Income
Interest income was $52.5 million for the three months ended December 31, 2001,
compared to $61.4 million for the comparable period of 2000. Excluding the
$458,000 reversal, (which reduced interest income on interest-earning deposits
and short-term investments), interest income was $53.0 million for the three
months ended December 31, 2001, a $8.5 million decrease from the comparable
period of 2000. The $8.5 million decrease in interest income was attributable to
a 118 basis point decrease in average yield on interest-earning assets from
8.44% for the three months ended December 31, 2000, to 7.26% (excluding 6 basis
points attributable to the adjustment noted above) for the comparable period of
2001.
Average yield on loans receivable, net decreased 115 basis points from 8.82% for
the three months ended December 31, 2000, to 7.67% for the comparable period of
2001. The decrease in the average yield on loans receivable, net was
attributable to the reduction in the general level of interest rates.
Approximately $1.61 billion of the Bank's loans receivable are adjustable
rate. This does not include approximately $571.4 million of hybrid adjustable
rate mortgages (ARMs) that are still in their initial fixed rate periods
generally ranging from three to five years. Of the $1.61 billion of adjustable
rate loans, $515.6 million are indexed to Prime, $369.6 million are indexed to
the One-year Constant Maturity Treasury (CMT) and $474.0 million are indexed to
the Eleventh District Cost of Funds Index (COFI). Based on end of month levels,
Prime, One-year CMT and COFI decreased 4.75%, 3.38% and 2.54%, respectively
between December 31, 2000 and 2001. The downward movement in average yield on
loans receivable, net was partially mitigated by a $163.0 million increase in
the average aggregate disbursed balance of construction, commercial business,
commercial real estate and consumer loans (the "Four-Cs") from $864.8
million or 37 percent of average loans receivable, net for the three months
ended December 31, 2000, to $1.03 billion or 42 percent of loans receivable, net
for the comparable period of December 31, 2001.
The average yield on the aggregate balance of investment securities,
mortgage-backed securities and collateralized mortgage obligations
(collectively, "securities") was 5.61% for the three months ended
December 31, 2001, compared to 7.00% for the comparable period of 2000. The
decrease in the average yield on securities reflects the impact of the decrease
in the general level of interest rates.
Average interest-earning assets were $2.92 billion for both the three months
ended December 31, 2000 and 2001. The average aggregate balance of securities
decreased $102.9 million from $507.2 million for the three months ended December
31, 2000, to $404.3 million for the comparable period of 2001. The decrease in
securities reflects the Company's strategy of increasing the proportion of its
total interest-earning assets comprised by loans receivable. The average balance
of loans receivable, net increased $110.0 million from $2.33 billion for the
three months ended December 31, 2000, to $2.44 billion for the comparable period
of 2001. The average balance of loans receivable, net as a percentage of total
average interest earning assets increased from 80 percent for the three months
ended December 31, 2000, to 84 percent for the comparable period of 2001.Interest Expense
Interest expense was $23.2 million for the three months ended December 31, 2001,
compared to $36.9 million for the comparable period of 2000. Excluding the $1.3
million reversal, (which reduced other interest expense) interest expense was
$24.4 million for the three months ended December 31, 2001, a decrease of $12.4
million from the comparable period of 2000. The $12.4 million decrease in
interest expense was attributable to a 179 basis point decrease in the average
cost of interest-bearing liabilities from 5.42% for the three months ended
December 31, 2000, to 3.63 % (excluding 19 basis points attributable to the
adjustment noted above) for the comparable period of 2001 coupled with a $27.2
million decrease in average interest-bearing liabilities from $2.70 billion for
the three months ended December 31, 2000, to $2.67 billion for the comparable
period of 2001.

15

---

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

Average total deposits increased $121.6 million from $1.94 billion for the
three months ended December 31, 2000, to $2.06 billion for the comparable period
of 2001. Reflecting the Bank's successful strategy of developing a lower cost,
more stable deposit base, the average balance of core deposits increased $123.8
million from $759.9 million for the three months ended December 31, 2000, to
$883.7 million for the comparable period of 2001. The average balance of core
deposits as a percentage of average total deposits increased from 39% for the
three months ended December 31, 2000, to 43% for the comparable period of 2001.
The average costs of core deposits and certificates of deposit (C.D.s) were
1.80% and 4.48%, respectively for the three months ended December 31, 2001,
compared to 3.18% and 6.25%, respectively for the comparable period of 2000,
reflecting the decrease in the general level of interest ratesProvision for Loan Losses
Provision for loan losses was $1.3 million for the three months ended December
31, 2000 and 2001. See "Comparison of Financial Condition at December 31,
2001 and March 31, 2001".Non-Interest Income
Non-interest income was $4.7 million for the three months ended December 31,
2001, compared to $2.7 million for the comparable period of 2000. Non-interest
income excluding trading securities activity, (core non-interest income) was
$4.4 million for the three months ended December 31, 2001, compared to $3.5
million for the comparable period of 2000. The increase in loan and servicing
fees from $914,000 for the three months ended December 31, 2000, to $1.3 million
for the comparable period of 2001 was attributable to an increase in fees
received in connection with higher levels of loan repayments. Total loan
principal paydowns were $428.7 million for the three months ended December 31,
2001, compared to $264.4 million for the comparable period of 2000. The increase
in trust fees from $237,000 for the three months ended December 31, 2000 to
$502,000 for the comparable period of 2001 was attributable to a $291,000
non-recurring downward adjustment of trust fees in December 2000.Non-Interest Expense
Non-interest expense was $16.3 million for the three months ended December 31,
2001, compared to $14.4 million for the comparable period of 2000. General and
administrative expense was $16.3 million or, on an annualized basis, 2.19
percent of average assets for the three months ended December 31, 2001, compared
to $14.7 million or, on an annualized basis, 1.97 percent of average assets for
the comparable period of 2000. Compensation and benefits expense was $8.9
million for the three months ended December 31, 2001, compared to $7.9 million
for the comparable period in 2000. 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 $1.2
million for the three months ended December 31, 2001, compared to $1.4 million
for the comparable period of 2000.

16

---

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

Income Taxes
Income taxes were $6.9 million for the three months ended December 31, 2001,
compared to $4.9 million for the comparable period of 2000. The effective tax
rate was 42.0% for the three months ended December 31, 2001, compared to 42.2%
for the comparable period of 2000.Comparison of Operating Results for the Nine Months Ended December 31,
2001 and 2000General
The Company recorded net earnings of $26.5 million or $2.01 per diluted share
for the nine months ended December 31, 2001, compared to net earnings of $21.2
million or $1.66 per diluted share for the comparable period of 2000. Core net
earnings increased to $25.9 million or $1.96 per diluted share for the nine
months ended December 31, 2001, from $21.8 million or $1.71 per diluted share
for the comparable period of 2000.
Net interest income was $82.4 million for the nine months ended December 31,
2001, compared to $71.7 million for the comparable period of 2000. Core net
interest income was $81.1 million for the nine months ended December 31, 2001,
an increase of $9.4 million from the comparable period of the prior year. The
$9.4 million increase in core net interest income was attributable to a 57 basis
point expansion of the Company's net interest spread from 2.92% for the nine
months ended December 31, 2000, to 3.49% for the comparable period of 2001. The
57 basis point expansion in net interest spread was comprised of a 114 basis
point decrease in average cost of interest-bearing liabilities, partially offset
by a 57 basis point decrease in average yield on interest-earning assets. The
non-recurring interest expense adjustment noted above increased net interest
spread for the nine months ended December 31, 2001, by an additional 6 basis
points to 3.49%.
Provision for loan losses was $3.8 million for the nine months ended December
31, 2001 and 2000.
Total non-interest income was $12.7 million for the nine months ended December
31, 2001, compared to $10.6 million for the comparable period of 2000. Total
non-interest expense was $45.5 million for the nine months ended December 31,
2001, compared to $41.7 million for the comparable period of 2000.Interest Income
Interest income was $165.4 million for the nine months ended December 31, 2001,
compared to $180.5 million for the comparable period of 2000. The $15.0 million
decrease in interest income was attributable to a 57 basis point decrease in
average yield on interest-earning assets from 8.22% for the nine months ended
December 31, 2000, to 7.65% for the comparable period of 2001, coupled with a
$46.1 million decrease in average interest-earning assets from $2.93 billion for
the nine months ended December 31, 2000, to $2.88 billion for the comparable
period of 2001.
Average yield on loans receivable, net decreased 50 basis points from 8.57% for
the nine months ended December 31, 2000, to 8.07% for the comparable period of
2001. The decrease in the average yield on loans receivable, net was
attributable to the reduction in the general level of interest rates.
The average yield on securities decreased 83 basis points from 6.83% for the
nine months ended December 31, 2000, to 6.00% for the comparable period of 2001
also reflecting the impact of the decrease in the general level of interest
rates.
The $46.1 million decrease in average interest earnings assets was due to a
$102.9 million decrease in the average balance of securities from $531.0 million
for the nine months ended December 31, 2000, to $428.1 million for the
comparable period of 2001. The average balance of loans receivable, net
increased $45.3 million from $2.33 billion for the nine months ended December
31, 2000, to $2.37 billion for the comparable period of 2001. The average
aggregate disbursed balance of the Four-Cs increased $147.2 million from $808.1
million for the nine months ended December 31, 2000, to $955.3 million for the
comparable period of 2001. During April 2000 the Bank received a $329,000
special dividend from the FHLB of San Francisco. This special dividend increased
the average yield on interest-earning assets for the nine months ended December
31, 2000, by one basis point.

17

---

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

Interest Expense
Interest expense was $83.1 million for the nine months ended December 31, 2001,
compared to $108.8 million for the comparable period of 2000. Excluding the $1.3
million reversal, interest expense for the nine months ended December 31, 2001,
was $84.3 million, a decrease of $24.4 million from the comparable period of
2000. The $24.4 million decrease in interest expense was attributable to a 108
basis point decrease in the average cost of interest-bearing liabilities from
5.30% for the nine months ended December 31, 2000, to 4.22% for the comparable
period of 2001 coupled with a $74.1 million decrease in average interest-bearing
liabilities from $2.73 billion for the nine months ended December 31, 2000, to
$2.65 billion for the comparable period of 2001.
Average total deposits increased $123.9 million from $1.92 billion for the nine
months ended December 31, 2000, to $2.04 billion for the comparable period of
2001. The average balance of core deposits increased $104.0 million from $747.3
million for the nine months ended December 31, 2000, to $851.3 million for the
comparable period of 2001. The average balance of core deposits as a percentage
of average total deposits increased from 39% for the nine months ended December
31, 2000, to 42% for the comparable period of 2001. The decrease in the average
cost of deposits from 4.89% for the nine months ended December 31, 2000, to
3.92% for the comparable period of 2001 reflects the decrease in the general
level of interest rates coupled with the growth in core deposits. The average
costs of core deposits and C.D.s were 2.14% and 5.19%, respectively for the nine
months ended December 31, 2001, compared to 3.12% and 6.02%, respectively for
the comparable period of 2000.Provision for Loan Losses
Provision for loan losses was $3.8 million for both the nine months ended
December 31, 2001 and 2000. See "Comparison of Financial Condition at
December 31, 2001 and March 31, 2001."Non-Interest Income
Non-interest income was $12.7 million for the nine months ended December 31,
2001, compared to $10.6 million for the comparable period of 2000. Core
non-interest income increased from $11.6 million for the nine months ended
December 31, 2000, to $12.7 for the comparable period of 2001. The increase in
loan and servicing fees from $2.8 million for the nine months ended December 31,
2000, to $3.6 million for the comparable period of 2001 is attributable to an
increase in fees received in connection with loan repayments. Total principal
repayments were $1.12 billion for the nine months ended December 31, 2001,
compared to $781.2 million for the comparable period of 2000.Non-Interest Expense
Non-interest expense and general and administrative expense was $45.5 million or
2.04% of assets for the nine months ended December 31, 2001. Non-interest
expense was $41.7 million and general and administrative expense was $42.1
million or 1.88% of assets for the comparable period of 2000. Compensation and
benefits expense was $24.9 million for the nine months ended December 31, 2001,
compared to $22.6 million for the comparable period in 2000. The increase in
compensation and benefits reflects increase in staffing levels associated with
the Bank's addition of a new branch in La Quinta, California in February 2001
as well as the addition of the experienced banking professionals required to
support the growth in the Four-Cs and core deposits. Non-cash charges associated
with the amortization of shares under the Company's ESOP and 1996 Incentive
Plan increased from $4.1 million for the nine months ended December 31, 2000, to
$4.3 million for the comparable period of 2001. The increase in marketing and
professional services expense from $4.1 million for the nine months ended
December 31, 2000, to $5.1 million for the comparable period of 2001 reflects an
increase in the Bank's marketing expenditures directed toward the rapidly
growing Hispanic community.

18

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

Income Taxes
Income taxes were $19.3 million for the nine months ended December 31, 2001,
compared to $15.6 million for the comparable period of 2000. The effective tax
rate was 42.0% for the nine months ended December 31, 2001, compared to 42.5%
for the comparable period of 2000.Comparison of Financial Condition at December 31, 2001 and March 31, 2001
Total assets increased $88.6 million from $2.89 billion at March 31, 2001, to
$2.97 billion at December 31, 2001. Loans receivable, net increased $154.1
million from $2.29 billion at March 31, 2001, to $2.44 billion at December 31,
2001. The $154.1 million increase in loans receivable, net included a $174.0
million increase in the aggregate disbursed balance of the Four Cs and a $6.0
million decrease in 1-4 family residential mortgages. Securities decreased $56.0
million from $447.5 million at March 31, 2001, to $391.5 million at December 31,
2001, reflecting the utilization of paydowns on securities to fund loan growth.
Loan originations for the nine months ended December 31, 2001, were $1.07
billion, compared to $834.1 million for the comparable period of 2000. Loan
principal payoffs and paydowns increased to $1.12 billion for the nine months
ended December 31, 2001, from $781.2 million for the comparable period of 2000.
Non-accrual loans decreased from $11.5 million or 0.45% of gross loans at March
31, 2001, to $7.7 million or 0.28% of gross loans at December 31, 2001. Included
in non-accrual loans at December 31, 2001, is a $3.0 million construction loan
on a 296 home residential development in Castaic, California, on which the
Company has loans outstanding totaling $28.5 million. The status of this project
at December 31, 2001, is as follows: 202 of the 296 homes have been sold and
closed or are in escrow. An additional 37 homes are currently under
construction. The remaining 54 homes are expected to be built and sold during
calendar year 2002 or early calendar year 2003, along with the sale of three
existing models. During the current quarter, 24 homes closed escrow, and
additional 22 homes entered escrow. Non-performing assets, which includes
non-accrual loans, and foreclosed real estate, net of specific allowances,
decreased from $11.8 million or 0.41% of total assets at March 31, 2001, to $8.9
million or 0.30% of total assets at December 31, 2001.
The allowance for loan losses is maintained at an amount management considers
adequate to cover losses on loans receivable, which are deemed probable and
estimable. The allowance is based upon a number of factors, including current
economic conditions, actual loss experience, industry trends and the composition
of the loan portfolio by type. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the Company's
allowance for loan losses. Such agencies may require the Company to make
additional provisions for loan losses based upon information available at the
time of the review. At December 31, 2001, the Company's allowance for loan
losses was $33.2 million or 1.20% of gross loans and 430% of non-accrual loans
compared to $31.0 million or 1.22% of gross loans and 270.20% of non-accrual
loans at March 31, 2001. The Bank will continue to monitor and modify its
allowance for loan losses as economic conditions, loss experience, and changes
in portfolio composition and other factors dictate. The following table sets
forth activity in the Bank's allowance for loan losses for the three and nine
months ended December 31, 2001.

19

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

|                          | Three Months Ended December 31, | Nine Months Ended December 31,
|------------------------- | ------------------------------- | ------------------------------
|                          | 2001                            | 2000                          
|                          | Dollars in thousands           
|Beginning balance         | $ 32,234                        | 29,299                        
|Provision for loan losses | 1,250                           | 1,251                         
|Charge-offs               | (299)                           | (394)                         
|Recoveries                | 56                              | 12                            
|Ending balance            | $ 33,241                        | 30,168                        

Total liabilities increased $60.0 million from $2.63 billion at March 31, 2001,
to $2.69 billion at December 31, 2001. Deposits increased $47.5 million from
$2.02 billion at March 31, 2001, to $2.07 billion at December 31, 2001. Core
deposits increased $108.5 million from $803.9 million at March 31, 2001 to
$912.4 million at December 31, 2001. FHLB advances increased $13.0 million from
$575.0 million at March 31, 2001, to $588.0 million at December 31, 2001.
Total stockholders' equity was $286.5 million at December 31, 2001, compared
to $258.0 million at March 31, 2001. The $28.5 million increase in total
stockholders' equity is comprised principally of a $21.2 million increase in
retained earnings, substantially restricted, a $3.5 million increase in
additional paid-in-capital, a $2.6 million decrease in unearned stock-based
compensation and a $1.3 million decrease in accumulated other comprehensive
loss. The $21.2 million increase in retained earnings, substantially restricted
reflects the $26.5 million of net earnings for the nine months ended December
31, 2001, partially offset by $2.6 million of quarterly cash dividends and $2.8
million representing the amount paid by the Company in excess of the original
issuance price to repurchase 190,500 shares of its common stock at a weighted
average price of $24.55 per share during the nine months ended December 31,
2001. The $3.5 million increase in additional paid-in-capital is comprised of
$5.4 million representing the amortization and issuance of shares under the
Company's stock-based compensation plans along with the income tax benefit
arising therefrom, partially offset by the removal from paid-in-capital of the
$1.9 million created upon the March 1996 issuance of the 190,500 shares of
common stock that were repurchased during the nine months ended December 31,
2001. The $2.6 million decrease in unearned stock-based compensation reflects
the amortization of shares under the Company's ESOP ($1.3 million) and 1996
Incentive Plan ($1.3 million). The $1.3 million decrease in accumulated other
comprehensive loss reflects a reduction in the unrealized loss on available for
sale securities from $2.8 million at March 31, 2001, to $1.5 million at December
31, 2001.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. Effective March 14, 2001,
the OTS adopted an interim 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 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 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.

20

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PFF BANCORP, INC. AND SUBSIDIARY
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 $39.2
million and $43.9 million for the nine months ended December 31, 2001 and 2000,
respectively. Net cash 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 $1.12 billion and $781.2 million for the nine
months ended December 31, 2001 and 2000, respectively. Loans originated and
purchased were $1.35 billion and $834.3 million for the nine months ended
December 31, 2001 and 2000, respectively. Disbursements for purchases of
mortgage-backed and other investment securities were $108.6 million and zero for
the nine months ended December 31, 2001 and 2000, respectively. Proceeds from
the maturation of investment securities, paydowns of mortgage-backed securities
and collateralized mortgage obligations were $156.6 million and $70.9 million
for the nine months ended December 31, 2001 and 2000, respectively. Net cash
provided by financing activities consisted primarily of net activity in deposit
accounts and FHLB advances and other borrowings. The net increases in deposits
were $47.5 million and $53.9 million for the nine months ended December 31, 2001
and 2000, respectively. FHLB advances increased $13.0 million and decreased
$139.0 million for the nine months ended December 31, 2001 and 2000,
respectively.
At December 31, 2001, the Bank exceeded all of its regulatory capital
requirements with a tangible capital level of $264.5 million, or 8.95% of
adjusted total assets, which is above the required level of $44.3 million, or
1.5%; core capital of $264.5 million, or 8.95 % of adjusted total assets, which
is above the required level of $118.2 million, or 4.0%, and total risk-based
capital of $291.6 million, or 13.07% of risk-weighted assets, which is above the
required level of $178.5 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 December 31, 2001,
cash and short-term investments totaled $54.3 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 December 31,
2001, the Bank has $588.0 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 December 31, 2001, the Bank had outstanding commitments
to originate and purchase loans of $377.8 million and zero, respectively,
compared to $267.5 million and zero, respectively, at December 31, 2000. At
December 31, 2001 and 2000, 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 December 31, 2001, totaled $1.02 billion. The
Bank expects that a substantial portion of the maturing certificate accounts
will be retained by the Bank at maturity.

21

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

Segment ReportingThe 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 RiskReaders should refer to the qualitative disclosures (consisting primarily of
interest rate risk) in the Company's March 31, 2001 Form 10-K, as there has
been no significant changes in these disclosures during the nine months ended
December 31, 2001.

22

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

Item 1. Legal ProceedingsThe 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
NoneItem 3. Defaults Upon Senior Securities
NoneItem 4. Submission of Matter to a Vote
of Security Holders
NoneItem 5. Other Information
NoneItem 6. Reports on Form 8-K.
(a) Exhibit 3(I) - Certificate of Incorporation of PFF Bancorp, Inc. *
     Exhibit 3(ii) - Bylaws of PFF Bancorp, Inc. *
(b) 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.

23

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PFF BANCORP, INC. AND SUBSIDIARYSIGNATURES

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: February 8, 2002 | BY:/s/ LARRY M. RINEHART 
|                        |                          
|                        |                          
|                        |                          
|                        |                          
|DATED: February 8, 2002 | BY:/s/ GREGORY C. TALBOTT
|                        |                          
|                        |                          
|                        |                          

24