UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2002

or

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

For the transition period from                    
to

Commission File Number 0-27404

PFF BANCORP, INC.(exact name of registrant as specified in its charter)

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

350 South Garey Avenue, Pomona, California 91766(Address of principal executive offices)

(909) 623-2323(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if
changed since last report)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

Yes XNo__ .

The registrant had 12,670,038 shares of common stock, par
value $.01 per share, outstanding as of November 12, 2002.



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

|PART I     | FINANCIAL INFORMATION (Unaudited)                                                                                            | PAGE
|---------- | ---------------------------------------------------------------------------------------------------------------------------- | ----
|Item 1     | Financial Statements
      Consolidated Balance Sheets as of
      September 30, 2002 and March 31, 2002                     | 1   
|           | Consolidated Statements of Earnings for the three and
      six months ended September 30, 2002 and 2001                     | 2   
|           | Consolidated Statements of Comprehensive Earnings
      for the three and six months ended September 30, 2002
      and 2001 | 3   
|           | Consolidated Statement of Stockholders' Equity
      for the six months ended September 30, 2002                             | 4   
|           | Consolidated Statements of Cash Flows for the
      six months ended September 30, 2002 and 2001                             | 5   
|           | Notes to Unaudited Consolidated Financial Statements                                                                         | 7   
|Item 2     | Management's Discussion and Analysis of
      Financial Condition and Results of Operations                                  | 11  
|Item 3     | Qualitative and Quantitative Disclosures about
      Market Risk                                                             | 22  
|Item 4     | Controls and Procedures                                                                                                      | 22  
|PART II    | OTHER INFORMATION                                                                                                            |     
|Item 1     | Legal Proceedings                                                                                                            | 23  
|Item 2     | Changes in Securities and Use of Proceeds                                                                                    | 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                                                                                             | 24  
|SIGNATURES |                                                                                                                              |     



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PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

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

|                                                                                                                                                                                                             | September 30,
      2002 | March 31,
      2002
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------ | --------------------
|Assets                                                                                                                                                                                                       |                          |                     
|Cash and cash equivalents                                                                                                                                                                                    | $ 41,895                 | $ 105,965           
|Loans held for sale at lower of cost or fair value                                                                                                                                                           | 513                      | 106                 
|Investment securities held-to-maturity (estimated fair value
      of $5,958 at September 30, 2002 and $703 at March 31, 2002)                                                                               | 5,758                    | 703                 
|Investment securities available-for-sale, at fair value                                                                                                                                                      | 115,803                  | 93,820              
|Mortgage-backed securities available-for-sale, at fair value                                                                                                                                                 | 145,229                  | 196,580             
|Collateralized mortgage obligations available-for-sale, at fair value                                                                                                                                        | 58,559                   | 62,778              
|Trading securities, at fair value                                                                                                                                                                            | 1,918                    | 2,334               
|Loans receivable, net                                                                                                                                                                                        | 2,568,711                | 2,494,667           
|Federal Home Loan Bank (FHLB) stock, at cost                                                                                                                                                                 | 29,009                   | 35,133              
|Accrued interest receivable                                                                                                                                                                                  | 14,445                   | 15,653              
|Real estate acquired through foreclosure, net                                                                                                                                                                | 257                      | 507                 
|Property and equipment, net                                                                                                                                                                                  | 23,021                   | 21,575              
|Prepaid expenses and other assets                                                                                                                                                                            | 14,581                   | 13,111              
|Total assets                                                                                                                                                                                                 | $ 3,019,699              | $ 3,042,932         
|                                                                                                                                                                                                             |                          |                     
|Liabilities and Stockholders' Equity                                                                                                                                                                         |                          |                     
|Liabilities:                                                                                                                                                                                                 |                          |                     
|Deposits                                                                                                                                                                                                     | $ 2,253,078              | $ 2,168,964         
|FHLB advances                                                                                                                                                                                                | 443,000                  | 558,000             
|Accrued expenses and other liabilities                                                                                                                                                                       | 34,415                   | 31,891              
|Total liabilities                                                                                                                                                                                            | 2,730,493                | 2,758,855           
|Commitments and contingencies                                                                                                                                                                                | -                        | -                   
|Stockholders' equity:                                                                                                                                                                                        |                          |                     
|Preferred stock, $.01 par value. Authorized 2,000,000
      shares; none issued                                                                                                                              | -                        | -                   
|Common stock, $.01 par value. Authorized 59,000,000
      shares; issued 20,654,443 and 20,412,351; outstanding
      12,763,176 and 13,058,784 at September 30, 2002 and
      March 31, 2002, respectively | 205                      | 203                 
|Additional paid-in capital                                                                                                                                                                                   | 136,564                  | 135,540             
|Retained earnings, substantially restricted                                                                                                                                                                  | 162,633                  | 161,123             
|Unearned stock-based compensation                                                                                                                                                                            | (4,869)                  | (5,750)             
|Treasury stock (7,891,267 and 7,353,567 at September 30, 2000 and March 31, 2002, respectively)                                                                                                              | (79)                     | (73)                
|Accumulated other comprehensive loss                                                                                                                                                                         | (5,248)                  | (6,966)             
|Total stockholders' equity                                                                                                                                                                                   | 289,206                  | 284,077             
|Total liabilities and stockholders' equity                                                                                                                                                                   | $ 3,019,699              | $ 3,042,932         
|See accompanying notes to the unaudited consolidated financial
    statements.                                                                                                                              

1

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

|                                                                                     | For the Three Months Ended
       September 30, | For the Six Months 
 Ended
      September 30,
|------------------------------------------------------------------------------------ | ----------------------------------------------- | ----------------------------------------------
|                                                                                     | 2002                                            | 2001                                          
|                                                                                     |                                                 |                                               
|Interest income:                                                                     |                                                 |                                               
|Mortgage loans                                                                       | $ 36,118                                        | $ 41,480                                      
|Non-mortgage loans                                                                   | 5,851                                           | 6,787                                         
|Mortgage-backed securities                                                           | 2,141                                           | 4,176                                         
|Collateralized mortgage obligations                                                  | 458                                             | 907                                           
|Investment securities and deposits                                                   | 1,920                                           | 2,596                                         
|Total interest income                                                                | 46,488                                          | 55,946                                        
|Interest expense:                                                                    |                                                 |                                               
|Interest on deposits                                                                 | 13,976                                          | 19,813                                        
|Interest on borrowings                                                               | 5,174                                           | 8,256                                         
|Total interest expense                                                               | 19,150                                          | 28,069                                        
|Net interest income                                                                  | 27,338                                          | 27,877                                        
|Provision for loan losses                                                            | 1,500                                           | 1,250                                         
|Net interest income after provision for loan losses                                  | 25,838                                          | 26,627                                        
|Non-interest income:                                                                 |                                                 |                                               
|Deposit and related fees                                                             | 2,655                                           | 2,377                                         
|Loan and servicing fees                                                              | 1,427                                           | 1,165                                         
|Trust fees                                                                           | 534                                             | 531                                           
|Gain on sales of assets, net                                                         | 56                                              | 71                                            
|Loss on trading securities, net                                                      | (233)                                           | (454)                                         
|Other non-interest income                                                            | 46                                              | 21                                            
|Total non-interest income                                                            | 4,485                                           | 3,711                                         
|Non-interest expense:                                                                |                                                 |                                               
|General and administrative:                                                          |                                                 |                                               
|Compensation and benefits                                                            | 8,958                                           | 8,232                                         
|Occupancy and equipment                                                              | 2,886                                           | 2,735                                         
|Marketing and professional services                                                  | 1,941                                           | 1,802                                         
|Other non-interest expense                                                           | 2,217                                           | 1,929                                         
|Total general and administrative                                                     | 16,002                                          | 14,698                                        
|Foreclosed real estate operations, net                                               | (23)                                            | (3)                                           
|Total non-interest expense                                                           | 15,979                                          | 14,695                                        
|Earnings before income taxes                                                         | 14,344                                          | 15,643                                        
|Income taxes                                                                         | 5,877                                           | 6,575                                         
|Net earnings                                                                         | $ 8,467                                         | $ 9,068                                       
|                                                                                     |                                                 |                                               
|Basic earnings per share                                                             | $ 0.68                                          | $ 0.73                                        
|Weighted average shares outstanding for basic
      earnings per share calculation   | 12,362,374                                      | 12,434,845                                    
|Diluted earnings per share                                                           | $ 0.65                                          | $ 0.69                                        
|Weighted average shares outstanding for diluted
      earnings per share calculation | 12,931,395                                      | 13,054,814                                    
|See accompanying notes to the unaudited consolidated financial statements.          

2

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

|                                                                                                                                                    | For the Three Months Ended September 30, | For the Six Months Ended September 30,
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | --------------------------------------
|                                                                                                                                                    | 2002                                     | 2001                                  
|Net earnings                                                                                                                                        | $ 8,467                                  | $ 9,068                               
|Other comprehensive earnings (losses), net of income taxes
      (benefit) of $1,256 and ($102) at September 30, 2002 and
      2001, respectively: |                                          |                                       
|Unrealized gains (losses) on securities
      available-for-sale:                                                                                   |                                          |                                       
|U.S. Treasury and agency securities and other investment securities available-for-sale, at fair value                                               | (500)                                    | (808)                                 
|Collateralized mortgage obligations available-for-sale, at fair value                                                                               | (4)                                      | (314)                                 
|Mortgage-backed securities available-for-sale, at fair value                                                                                        | (238)                                    | 1,498                                 
|Reclassification of realized (gains)losses included in earnings                                                                                     | (2)                                      | -                                     
|                                                                                                                                                    |                                          |                                       
|Other comprehensive earnings (losses)                                                                                                               | (744)                                    | 376                                   
|Comprehensive earnings                                                                                                                              | $ 7,723                                  | $ 9,444                               
|See accompanying notes to the unaudited consolidated financial statements.                                                                         

3

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

|                                                                                                                     | Number of
      Shares | Common
      Stock | Additional
      Paid-in
      Capital | Retained
      Earnings,
      Substantially
      Restricted | Unearned
      Stock-based
      Compensation | Treasury
      Stock | Accumulated
      Other
      Comprehensive
      Loss | Total    
|-------------------------------------------------------------------------------------------------------------------- | ---------------------- | ------------------ | -------------------------------------- | ------------------------------------------------------------- | --------------------------------------------- | -------------------- | ------------------------------------------------------ | ---------
|Balance at March 31, 2002                                                                                            | 13,058,784             | $ 203              | $ 135,540                              | $ 161,123                                                     | $ (5,750)                                     | $ (73)               | $ (6,966)                                              | $ 284,077
|Net earnings                                                                                                         | -                      | -                  | -                                      | 17,320                                                        | -                                             | -                    | -                                                      | 17,320   
|Purchase of treasury stock                                                                                           | (537,700)              | -                  | (5,371)                                | (12,540)                                                      | -                                             | (6)                  | -                                                      | (17,917) 
|Amortization of shares under stock-based
      compensation plans                                                    | -                      | -                  | 1,653                                  | -                                                             | 881                                           | -                    | -                                                      | 2,534    
|Stock options exercised                                                                                              | 242,092                | 2                  | 3,083                                  | -                                                             | -                                             | -                    | -                                                      | 3,085    
|Cash dividends ($.08 per share paid for June and September 2002 and $.10 per share
      declared for December 2002) | -                      | -                  | -                                      | (3,270)                                                       | -                                             | -                    | -                                                      | (3,270)  
|Changes in unrealized losses on securities available for sale, net                                                   | -                      | -                  | -                                      | -                                                             | -                                             | -                    | 1,718                                                  | 1,718    
|Tax benefit from stock options                                                                                       | -                      | -                  | 1,659                                  | -                                                             | -                                             | -                    | -                                                      | 1,659    
|Balance at September 30, 2002                                                                                        | 12,763,176             | $ 205              | $ 136,564                              | $ 162,633                                                     | $ (4,869)                                     | $ (79)               | $ (5,248)                                              | $ 289,206
|See accompanying notes to the unaudited consolidated
financial statements.                                          

4

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

|                                                                                                     | Six Months Ended
      September 30,
|---------------------------------------------------------------------------------------------------- | ------------------------------------
|                                                                                                     | 2002                                
|Cash flows from operating activities:                                                                |                                     
|Net earnings                                                                                         | $ 17,320                            
|Adjustments to reconcile net earnings to net cash
      provided by operating activities:            |                                     
|Amortization of premiums net of discount accretion on
      loans and securities                     | 408                                 
|Amortization of deferred loan origination fees                                                       | 770                                 
|Loan fees collected                                                                                  | 197                                 
|Dividends on FHLB stock                                                                              | (949)                               
|Provisions for losses on loans                                                                       | 2,500                               
|Gains on sales of loans, securities available-for-sale,
      real estate and property and equipment | (271)                               
|Losses on trading securities                                                                         | 442                                 
|Depreciation and amortization of property and equipment                                              | 1,334                               
|Loans originated for sale                                                                            | (2,582)                             
|Proceeds from sale of loans held-for-sale                                                            | 2,279                               
|Amortization of unearned stock-based compensation                                                    | 2,534                               
|Increase in accrued expenses and other liabilities                                                   | 2,927                               
|(Increase) decrease in:                                                                              |                                     
|Accrued interest receivable                                                                          | 1,208                               
|Prepaid expenses and other assets                                                                    | (1,470)                             
|Net cash provided by operating activities                                                            | 26,647                              
|Cash flows from investing activities:                                                                |                                     
|Loans originated for investment                                                                      | (886,066)                           
|Increase in construction loans in process                                                            | 77,205                              
|Purchases of loans held for investment                                                               | (135,342)                           
|Principal payments on loans                                                                          | 866,318                             
|Principal payments on mortgage-backed securities
      available-for-sale                            | 52,883                              
|Principal payments on collateralized mortgage obligations
      available-for-sale                   | 3,127                               
|Purchases of investment securities held-to-maturity                                                  | (5,056)                             
|Purchases of investment securities available-for-sale                                                | (30,011)                            
|Redemption of FHLB stock                                                                             | 7,073                               
|Purchases of mortgage-backed securities available-for-sale                                           | -                                   
|                                                                                                     | (Continued)                         

5

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

|                                                                                      | Six Months Ended
      September 30,
|------------------------------------------------------------------------------------- | ------------------------------------
|                                                                                      | 2002                                
|Proceeds from maturities of investment securities
      available-for-sale            | $ -                                 
|Proceeds from sale of investment securities available-for-sale                        | 10,000                              
|Proceeds from sale of real estate                                                     | 920                                 
|Purchases of property and equipment                                                   | (2,780)                             
|Net cash used in investing activities                                                 | (41,729)                            
|Cash flows from financing activities:                                                 |                                     
|Proceeds from FHLB advances                                                           | 44,000                              
|Repayment of FHLB advances                                                            | (159,000)                           
|Net change in deposits                                                                | 84,114                              
|Proceeds from exercise of stock options                                               | 3,085                               
|Cash dividends                                                                        | (3,270)                             
|Purchase of treasury stock                                                            | (17,917)                            
|Net cash (used in) provided by financing activities                                   | (48,988)                            
|Net decrease in cash and cash equivalents                                             | (64,070)                            
|Cash and cash equivalents, beginning of period                                        | 105,965                             
|Cash and cash equivalents, end of period                                              | $ 41,895                            
|Supplemental information:                                                             |                                     
|Interest paid, including interest credited                                            | $ 41,332                            
|Income taxes paid                                                                     | 7,750                               
|Non-cash investing and financing activities:                                          |                                     
|Net transfers from loans receivable to real estate acquired through
      foreclosure | 518                                 
|See accompanying notes to the unaudited consolidated financial statements.           

6

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PFF BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated financial Statements

(1) Basis of Consolidation

The accompanying consolidated financial statements include
the accounts of PFF Bancorp, Inc. (the "Bancorp") and its subsidiaries
PFF Bank & Trust and Glencrest Investment Advisers, Inc. (collectively,
"the Company"). The Company's business is conducted primarily through
PFF Bank & Trust and its subsidiary, Pomona Financial Services, Inc
(collectively, "the Bank"). Pomona Financial Services, Inc. includes
the accounts of Diversified Services, Inc. Glencrest Investment Advisers, Inc
includes the accounts of 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 six months ended September
30, 2002 are not necessarily indicative of results that may be expected for the
entire fiscal year ending March 31, 2003.

(2) New Accounting Pronouncements

In June 2001, the FASB issued Statement of Financial
Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. It is
anticipated that the financial impact of this Statement will not have a material
effect on the Company.

In August 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.
SFAS 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and 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 business segment. SFAS 144 also
eliminates the exception to consolidation for a subsidiary for which control is
likely to be temporary. The provisions of SFAS 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years. The provisions of SFAS 144 generally
are to be applied prospectively. It is anticipated that the financial impact of
SFAS 144 will not have a material effect on the Company.

In April 2002, the FASB issued Statement of Financial
Accounting Standards No. 145, "Rescission of SFAS Statements No. 4, 44, and
64, Amendment of SFAS Statement No. 13, and Technical Corrections"
("SFAS 145"), which updates, clarifies and simplifies existing
accounting pronouncements. SFAS 145 rescinds SFAS No. 4, "Reporting Gains
and Losses from Extinguishment of Debt." SFAS 145 amends SFAS No. 13,
"Accounting for Leases," to eliminate an inconsistency between the
required accounting for sale-leaseback transactions and the required accounting
for certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. The provisions of SFAS 145 related to SFAS No. 4
and SFAS No. 13 are effective for fiscal years beginning and transactions
occurring after May 15, 2002, respectively. It is anticipated that the financial
impact of SFAS 145 will not have a material effect on the Company.

7

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

In June 2002, the FASB issued Statement of Financial
Accounting Standards No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities" ("SFAS 146"), which requires the recognition
of costs associated with exit or disposal activities when they are incurred
rather than at the date of a commitment to an exit or disposal plan. SFAS 146
replaces Emerging Issues Task Force ("EITF") Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring
)." The provisions of SFAS 146 are to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. It is anticipated that
the financial impact of this statement will not have a material effect on the
Company.

In October 2002, the FASB issuedStatement of Financial Accounting Standards No. 147, "Acquisitions of
CertainFinancial Institutions, an amendment of FASB Statements No. 72
and 144 and FASB Interpretation No. 9" ("SFAS 147"), which
addresses the financial accounting and reporting for the acquisition of all or
part of a financial institution, except for a transaction between two or more
mutual enterprises. SFAS 147 removes acquisitions of financial institutions,
other than transactions between two or more mutual enterprises, from the scope
of Statement of Financial Accounting Standards No. 72, "Accounting for
Certain Acquisitions of Banking or Thrift Institutions" ("SFAS
72"), and Financial Accounting Standards Board Interpretation No. 9,
"Applying APB Opinions No. 16 and 17 When a Savings and Loan Association or
a Similar Institution Is Acquired in a Business Combination Accounted for by the
Purchase Method," and requires that those transactions be accounted for in
accordance with Statement of Financial Accounting Standards No. 141,
"Business Combinations" and SFAS 142. Thus, the requirement in SFAS 72
to recognize, and subsequently amortize, any excess of the fair value of
liabilities assumed over the fair value of tangible and identifiable intangible
assets acquired as an unidentifiable intangible asset no longer applies to
acquisitions within the scope of SFAS 147.

SFAS 147 also provides guidance on the accounting for the
impairment or disposal of acquired long-term customer-relationship intangible
assets of financial institutions such as depositor- and borrower-relationship
intangible assets and credit cardholder intangible assets. Those intangible
assets are subject to the same undiscounted cash flow recoverability test and
impairment loss recognition and measurement provisions that SFAS 144 requires
for other long-lived assets that are held and used. The provisions of SFAS 147
are effective on October 1, 2002. It is anticipated that the financial impact of
this statement will not have a material effect on the Company.

8

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

(3) Earnings per share

Basic EPS excludes dilution and is computed by dividing
earnings available to common stockholders by the weighted average number of
common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted from issuance of
common stock that then shared in earnings.

The following table is a reconciliation of the numerators and
denominators of the basic and diluted EPS computations for net earnings for PFF
Bancorp, Inc.

|                                                                        | For the Three Months Ended September 30,     
|----------------------------------------------------------------------- | ---------------------------------------------
|                                                                        | 2002(1)                                      
|                                                                        | Earnings
      (Numerator)                   
|                                                                        | (Dollars in thousands, except per share data)
|                                                                        |                                              
|Net Earnings                                                            | $ 8,467                                      
|Basic EPS                                                               |                                              
|Earnings available to common stockholders                               | 8,467                                        
|Effect of Dilutive Securities                                           |                                              
|Options and Stock Awards                                                | -                                            
|Diluted EPS                                                             |                                              
|Earnings available to common stockholders
      and assumed conversions | $ 8,467                                      



No options to purchase shares of common stock were excluded from diluted EPS
  during the three month period ending September 30, 2002 because all options'
  exercise prices were less than the average market price of the common shares.

No options to purchase shares of common stock were excluded from diluted EPS
  during the three month period ending September 30, 2001 because all options'
  exercise prices were less than the average market price of the common shares.

Diluted and basic weighted average shares and per-share amounts for the
  three months ended September 30, 2001, have been restated to reflect the
  correction of an error in previous periods. Diluted and basic weighted average
  shares as previously presented were 13,326,041 and 11,800,297, respectively as
  of September 30, 2001. Diluted and basic EPS amounts as previously presented
  were $0.68 and $0.77, respectively as of September 30, 2001. The increase to
  diluted EPS resulted from the appropriate inclusion of the tax benefits
  associated with non-qualified stock options in the computation of diluted
  weighted average shares under the treasury stock method. The impact of these
  tax benefits was erroneously excluded from the previous computations of
  diluted weighted average shares. The adjustments to basic weighted average
  shares relate to the vesting of stock awards over a five-year period following
  the March 1996 IPO. These shares were correctly included in the calculation of
  diluted EPS, but were erroneously excluded from the calculation of basic EPS.

9

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

|                                                                        | For the Six Months Ended September 30,       
|----------------------------------------------------------------------- | ---------------------------------------------
|                                                                        | 2002(1)                                      
|                                                                        | Earnings
      (Numerator)                   
|                                                                        | (Dollars in thousands, except per share data)
|                                                                        |                                              
|Net Earnings                                                            | $ 17,320                                     
|Basic EPS                                                               |                                              
|Earnings available to common stockholders                               | 17,320                                       
|Effect of Dilutive Securities                                           |                                              
|Options and Stock Awards                                                | -                                            
|Diluted EPS                                                             |                                              
|Earnings available to common stockholders
      and assumed conversions | $ 17,320                                     



No options to purchase shares of common stock were excluded from diluted EPS
  during the six month period ending September 30, 2002 because all options'
  exercise prices were less than the average market price of the common shares.

Options to purchase 732 shares of common stock at a weighted average price
  of $24.00 per share were outstanding during the six month period ending
  September 30, 2001 but were not included in the computation of diluted EPS
  because the options' exercise prices were greater than the average market
  price of the common shares. The options, which expire on June 27, 2006, were
  still outstanding at September 30, 2001.

Diluted and basic weighted average shares and per-share amounts for the six
  months ended September 30, 2001, have been restated to reflect the correction
  of an error in previous periods. Diluted and basic weighted average shares as
  previously presented were 13,204,981 and 11,761,445, respectively as of
  September 30, 2001. Diluted and basic EPS amounts as previously presented were
  $1.29 and $1.44, respectively as of September 30, 2001. The increase to
  diluted EPS resulted from the appropriate inclusion of the tax benefits
  associated with non-qualified stock options in the computation of diluted
  weighted average shares under the treasury stock method. The impact of these
  tax benefits was erroneously excluded from the previous computations of
  diluted weighted average shares. The adjustments to basic weighted average
  shares relate to the vesting of stock awards over a five-year period following
  the March 1996 IPO. These shares were correctly included in the calculation of
  diluted EPS, but were erroneously excluded from the calculation of basic EPS
  over the last four fiscal years.

10

---

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

Average Balance Sheets

The following table sets forth certain information relating
to the Company for the three months ended September 30, 2002 and 2001. The
yields and costs are derived by dividing income or expense by the average
balance of assets or liabilities, respectively, for the periods shown. Average
balances are derived from average daily balances. The yields and costs include
fees that are considered adjustments to yields.

|                                                                       | Three Months Ended September 30,
|---------------------------------------------------------------------- | --------------------------------
|                                                                       | 2002                            
|                                                                       | Average
      Balance           
|                                                                       | (Dollars in thousands)          
|Assets:                                                                |                                 
|Interest-earning assets:                                               |                                 
|Interest-earning deposits and short-term investments                   | $ 51,984                        
|Investment securities, net                                             | 120,211                         
|Loans receivable, net                                                  | 2,529,249                       
|Mortgage-backed securities, net                                        | 151,450                         
|Collateralized mortgage obligations, net                               | 60,109                          
|FHLB stock                                                             | 30,043                          
|Total interest-earning assets                                          | 2,943,046                       
|Non-interest-earning assets                                            | 71,206                          
|Total assets                                                           | $3,014,252                      
|Liabilities and Stockholders' Equity:                                  |                                 
|Interest-bearing liabilities:                                          |                                 
|Savings accounts                                                       | $ 131,507                       
|Money market accounts                                                  | 443,994                         
|NOW and other demand deposit accounts                                  | 668,158                         
|Certificate accounts                                                   | 981,018                         
|Total                                                                  | 2,224,677                       
|FHLB advances                                                          | 464,467                         
|Total interest-bearing liabilities                                     | 2,689,144                       
|Non-interest-bearing liabilities                                       | 32,837                          
|Total liabilities                                                      | 2,721,981                       
|Stockholders' equity                                                   | 292,271                         
|Total liabilities and stockholders' equity                             | $3,014,252                      
|Net interest income                                                    |                                 
|Net interest spread                                                    |                                 
|Effective interest spread                                              |                                 
|Ratio of interest-earning assets to interest-bearing
      liabilities | 109.44%                         

11

---



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

Average Balance Sheets

The following table sets forth certain information relating
to the Company for the six months ended September 30, 2002 and 2001. The yields
and costs are derived by dividing income or expense by the average balance of
assets or liabilities, respectively, for the periods shown. Average balances are
derived from average daily balances. The yields and costs include fees that are
considered adjustments to yields.

|                                                                       | Six Months Ended September 30,
|---------------------------------------------------------------------- | ------------------------------
|                                                                       | 2002                          
|                                                                       | Average
      Balance         
|                                                                       | (Dollars in thousands)        
|Assets:                                                                |                               
|Interest-earning assets:                                               |                               
|Interest-earning deposits and short-term investments                   | $ 60,016                      
|Investment securities, net                                             | 121,736                       
|Loans receivable, net                                                  | 2,510,229                     
|Mortgage-backed securities, net                                        | 164,075                       
|Collateralized mortgage obligations, net                               | 60,893                        
|FHLB stock                                                             | 31,667                        
|Total interest-earning assets                                          | 2,948,616                     
|Non-interest-earning assets                                            | 64,109                        
|Total assets                                                           | $3,012,725                    
|Liabilities and Stockholders' Equity:                                  |                               
|Interest-bearing liabilities:                                          |                               
|Savings accounts                                                       | $ 131,008                     
|Money market accounts                                                  | 444,523                       
|NOW and other demand deposit accounts                                  | 620,736                       
|Certificate accounts                                                   | 1,007,687                     
|Total                                                                  | 2,203,954                     
|FHLB advances                                                          | 487,984                       
|Total interest-bearing liabilities                                     | 2,691,938                     
|Non-interest-bearing liabilities                                       | 27,175                        
|Total liabilities                                                      | 2,719,113                     
|Stockholders' equity                                                   | 293,612                       
|Total liabilities and stockholders' equity                             | $3,012,725                    
|Net interest income before provision for loan losses                   |                               
|Net interest spread                                                    |                               
|Effective interest spread                                              |                               
|Ratio of interest-earning assets to interest-bearing
      liabilities | 109.54%                       

12

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

Rate/Volume Analysis

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

|                                                           | Three Months Ended September 30, 2002
      Compared to
      Three Months Ended September 30, 2001 | Six Months Ended September 30, 2002
      Compared to
      Six Months Ended September 30, 2001
|---------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------
|                                                           | Increase (Decrease)
      Due to                                                                    | Increase (Decrease)
      Due to                                                               
|                                                           | Volume                                                                                              | Rate                                                                                           
|                                                           | (Dollars in thousands)                                                                             
|Interest-earning assets:                                   |                                                                                                     |                                                                                                
|Interest-earning deposits and
      short-term investments | $ 232                                                                                               | (327)                                                                                          
|Investment securities, net                                 | 277                                                                                                 | (442)                                                                                          
|Loans receivable, net                                      | 3,195                                                                                               | (9,003)                                                                                        
|Mortgage-backed securities, net                            | (1,774)                                                                                             | (458)                                                                                          
|Collateralized mortgage obligations, net                   | (177)                                                                                               | (337)                                                                                          
|FHLB stock                                                 | (85)                                                                                                | (106)                                                                                          
|Total interest-earning assets                              | 1,668                                                                                               | (10,673)                                                                                       
|Interest-bearing liabilities:                              |                                                                                                     |                                                                                                
|Savings accounts                                           | 26                                                                                                  | (194)                                                                                          
|Money market accounts                                      | (22)                                                                                                | (804)                                                                                          
|NOW and other demand deposit
      accounts                | 648                                                                                                 | 713                                                                                            
|Certificate accounts                                       | (2,633)                                                                                             | (5,455)                                                                                        
|FHLB advances                                              | (1,999)                                                                                             | (1,422)                                                                                        
|Total interest-bearing liabilities                         | (3,980)                                                                                             | (7,162)                                                                                        
|Change in net interest income                              | $ 5,648                                                                                             | (3,511)                                                                                        

13

---

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

Forward-Looking Statements

Except for historical information contained herein, the
matters discussed in this report contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that involve substantial risks
and uncertainties. When used in this report, or in the documents incorporated by
reference herein, the words "anticipate," "believe,"
"estimate," "may," "intend," "expect"
and similar expressions identify certain of such forward-looking statements.
Actual results could differ materially from such forward-looking statements
contained herein. Factors that could cause future results to vary from current
expectations include, but are not limited to, the following: changes in economic
conditions (both generally and more specifically in the markets in which the
Company operates); changes in interest rates, deposit flows, loan demand, real
estate values and competition; changes in accounting principles, policies or
guidelines and in government legislation and regulation (which change from time
to time and over which the Company has no control); other factors affecting the
Company's operations, markets, products and services, and other risks detailed
in this Form 10-Q and in the Company's other Securities and Exchange Commission
filings. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof.

Critical Accounting Policies

The Company has established various accounting policies which
govern the application of accounting principles generally accepted in the United
Sates of America in the preparation of the financial statements. The significant
accounting policies are described in the Company's Annual Report on form 10-K/A
for the year ended March 31, 2002. Certain accounting policies require
significant estimates and assumptions which have a material impact on the
carrying value of certain assets and liabilities, and these are considered to be
critical accounting policies. The estimates and assumptions used are based on
historical experience and other factors, which are believed to be reasonable
under the circumstances. Actual results could differ significantly from these
estimates and assumptions which could have a material impact on the carrying
value of assets and liabilities at the balance sheet dates and on the results of
operations for the reporting periods.

The following represents critical accounting policies that
require the most significant estimates and assumptions that are particularly
susceptible to significant change in the preparation of the financial
statements:

> Allowance for losses on loans. For further information, see
>     "Comparison of Financial Condition at September 30, 2002 and March 31,
>     2002".

Comparison of Operating Results for the Three Months Ended September 30, 2002
and 2001

General

The Company recorded net earnings of $8.5 million or $0.65
per diluted share for the three months ended September 30, 2002 compared to net
earnings of $9.1 million or $0.69 per diluted share for the comparable period of
2001.

Net interest income was $27.3 million for the three months
ended September 30, 2002 compared to $27.9 million for the comparable period of
2001. The decrease in net interest income was attributable to a 9 basis point
contraction of the Company's net interest spread from 3.56% for the three months
ended September 30, 2001 to 3.47% for the comparable period of 2002 partially
offset by a $60.9 million increase in average interest-earning assets between
the two periods.

14

---

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

Provision for loan losses was $1.5 million for the three
months ended September 30, 2002 compared to $1.3 million for the comparable
period of 2001. See "Comparison of Financial Condition at September 30,
2002 and March 31, 2002".

Total non-interest income was $4.5 million for the three
months ended September 30, 2002 compared to $3.7 million for the comparable
period of 2001. Total non-interest expense was $16.0 million for the three
months ended September 30, 2002 compared to $14.7 million for the comparable
period of 2001.

Interest Income

Interest income was $46.5 million for the three months ended
September 30, 2002 compared to $55.9 million for the comparable period of 2001.
The $9.5 million decrease in interest income was attributable to a 146 basis
point decrease in average yield on interest-earning assets, partially offset by
a $60.9 million increase in average interest-earning assets. Average yield on
interest-earnings assets was 6.30% for the three months ended September 30, 2002
compared to 7.76% for the comparable period of 2001.

The average yield on loans receivable, net decreased 152
basis points from 8.14% for the three months ended September 30, 2001 to 6.62%
for the comparable period of 2002. The decrease in the average yield on loans
receivable, net was attributable to a significant increase in the turnover of
the portfolio in an environment in which the average yield on loans being paid
down is substantially higher than the yield on new originations and purchases.
Total loan principal paydowns were $477.6 million for the three months ended
September 30, 2002 compared to $334.1 million for the comparable period of 2001.
Total loan originations for the three months ended September 30, 2002 and 2001
were $495.0 million and $370.3 million, respectively. The weighted average
interest rate on loans originated during the three months ended September 30,
2002 was 6.29% compared to 7.50% for the comparable period of 2001.
Additionally, approximately $1.98 billion of the Bank's loans receivable are
adjustable rate. This does not include approximately $617.0 million of hybrid
adjustable rate mortgages (ARM's) that are still in their initial fixed rate
periods generally ranging from three to five years. Of the $1.98 billion of
adjustable rate loans, $907.2 million are indexed to Prime, $373.7 million are
indexed to the one-year Constant Maturity Treasury (CMT) and $409.2 million are
indexed to the Eleventh District Cost of Funds Index (COFI). Based on end of
month levels, loans indexed to Prime and one-year CMT increased and COFI
decreased 8.66%, 5.05% and 4.80%, respectively between September 30, 2001 and
2002. The downward movement in average yield on loans receivable, net was
partially mitigated by an increase in the aggregate disbursed balance of
construction, commercial business, commercial real estate and consumer loans
(the Four-Cs) from $985.8 million or 40 percent of loans receivable, net at
September 30, 2001 to $1.15 billion or 45 percent of loans receivable, net at
September 30, 2002. Originations of the Four-Cs continues to be an area of focus
for the Bank with such loans accounting for 86% and 87% of total loan
originations for the three months ended September 30, 2002 and 2001,
respectively.

The average yield on the aggregate balance of investment
securities, mortgage-backed securities and collateralized mortgage obligations
(collectively, "securities") was 4.68% for the three months ended
September 30, 2002 compared to 6.01% for the comparable period of 2001. 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 $2.94 billion for the
three months ended September 30, 2002 compared to $2.88 billion for the
comparable period of 2001. The average balance of loans receivable, net
increased $157.0 million from $2.37 billion for the three months ended September
30, 2001 to $2.53 billion for the comparable period of 2002. Reflecting the
Company's emphasis on increasing the proportion of its total interest-earning
asset base comprised by loans receivable, net the average balance of securities
decreased from $439.8 million or 15 percent of average interest-earning assets
for the three months ended September 30, 2001 to $331.8 million or 11 percent of
average interest earning assets for the comparable period of 2002.

15

---

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

Interest Expense

Interest expense was $19.2 million for the three months ended
September 30, 2002 compared to $28.1 million for the comparable period of 2001.
The $8.9 million decrease in interest expense was attributable to a 137 basis
point decrease in the average cost of interest-bearing liabilities from 4.20 %
for the three months ended September 30, 2001 to 2.83 % for the comparable
period of 2002 partially offset by a $36.8 million increase in average
interest-bearing liabilities from $2.65 billion for the three months ended
September 30, 2001 to $2.69 billion for the comparable period of 2002. The 137
basis point decrease in the average cost of interest-bearing liabilities
reflects a 136 basis point decrease in the average cost of deposits, a 92 basis
point decrease in the average cost of FHLB advances and an increase in the
proportion of average interest-bearing liabilities comprised by deposits from 77
percent for the three months ended September 30, 2001 to 83 percent for the
comparable period of 2002.

Average total deposits increased $185.3 million from $2.04
billion for the three months ended September 30, 2001 to $2.22 billion for the
comparable period of 2002. The average balance of passbook, money market, NOW
and other demand deposits ("core deposits") increased $388.1 million
from $855.6 million for the three months ended September 30, 2001 to $1.24
billion for the comparable period of 2002. The average balance of core deposits
as a percentage of average total deposits increased from 42% for the three
months ended September 30, 2001 to 56% for the comparable period of 2002.

The decrease in the average cost of deposits from 3.85% for
the three months ended September 30, 2001 to 2.49% for the comparable period of
2002 reflects the decrease in the general level of interest rates coupled with
the continued growth in core deposits. The average costs of core deposits and
C.D.'s were 1.84% and 3.32%, respectively for the three months ended September
30, 2002 compared to 2.06% and 5.15%, respectively for the comparable period of
2001.

Provision for Loan Losses

Provision for loan losses was $1.5 million for the three
months ended September 30, 2002 compared to $1.3 million for the comparable
period of 2001. See "Comparison of Financial Condition at September 30,
2002 and March 31, 2002".

Non-Interest Income

Non-interest income was $4.5 million for the three months
ended September 30, 2002, compared to $3.7 million for the comparable period of
2001. The increase in loan and servicing fees from $1.2 million for the three
months ended September 30, 2001 to $1.4 million for the comparable period of
2002 was attributable to an increase in fees received in connection with higher
levels of loan prepayments. The increase in deposit and related fees from $2.4
million for the three months ended September 30, 2001 to $2.7 million for the
comparable period of 2002 reflects the growth in transaction volumes along with
increases to fee schedules.

16

---

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

Non-Interest Expense

Non-interest expense and general and administrative expense
were $16.0 million or 2.12 percent of average assets for the three months ended
September 30, 2002, compared to $14.7 million or 1.98 percent of average assets
for the comparable period of 2001. Compensation and benefits expense was $9.0
million for the three months ended September 30, 2002 compared to $8.2 million
for the comparable period in 2001. 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 $1.6
million for the three months ended September 30, 2002 and 2001.

Income Taxes

Income taxes were $5.9 million for the three months ended
September 30, 2002, compared to $6.6 million for the comparable period of 2001.
The effective tax rate was 41.0% for the three months ended September 30, 2002,
compared to 42.0% for the comparable period of 2001. Income tax expense for the
three months ended September 30, 2002, is net of a $214,000 credit arising from
a change in the California tax code eliminating the bad debt reserve method for
California tax. The $214,000 is net of federal income tax and resulted in a 1.5
percentage point reduction in the combined effective tax rate for the three
months ended September 30, 2002.

Comparison of Operating Results for the Six Months Ended September 30, 2002
and 2001
General

The Company recorded net earnings of $17.3 million or $1.33
per diluted share for the six months ended September 30, 2002 compared to net
earnings of $17.0 million or $1.31 per diluted share for the comparable period
of 2001.

Net interest income was $55.6 million for the six months
ended September 30, 2002, compared to $53.0 million for the comparable period of
2001. The increase in net interest income was attributable to a 16 basis point
expansion of the Company's net interest spread from 3.36% for the six months
ended September 30, 2001 to 3.52% for the comparable period of 2002 and a $82.7
million increase in average interest-earning assets between the two periods.

Provision for loan losses was $2.5 million for the six months
ended September 30, 2002 and 2001. See "Comparison of Financial Condition
at September 30, 2002 and March 31, 2002".

Total non-interest income was $8.8 million for the six months
ended September 30, 2002, compared to $8.0 million for the comparable period of
2001. Total non-interest expense was $32.3 million for the six months ended
September 30, 2002, compared to $29.2 million for the comparable period of 2001.

Interest Income

Interest income was $95.1 million for the six months ended
September 30, 2002, compared to $112.9 million for the comparable period of
2001. The $17.8 million decrease in interest income was attributable to a 143
basis point decrease in average yield on interest-earning assets, partially
offset by an $82.7 million increase in average interest-earning assets. Average
yield on interest-earning assets was 6.45% for the six months ended September
30, 2002 compared to 7.88% for the comparable period of 2001.

17

---

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

The average yield on loans receivable, net decreased 148
basis points from 8.28% for the six months ended September 30, 2001 to 6.80% for
the comparable period of 2002. The decrease in the average yield on loans
receivable, net was attributable to the reduction in the general level of
interest rates along with the associated increase in portfolio turnover.
Originations of the Four-Cs accounted for 84% and 87% of total loan originations
for the six months ended September 30, 2002 and 2001, respectively.

The average yield on securities was 4.77% for the six months
ended September 30, 2002, compared to 6.18% for the comparable period of 2001.
The decrease in the average yield on securities also reflects the impact of the
decrease in the general level of interest rates.

Average interest-earning assets were $2.95 billion for the
six months ended September 30, 2002 compared to $2.87 billion for the comparable
period of 2001. The $82.7 million increase in average interest earnings assets
was due to a $93.3 million decrease in the average balance of securities from
$440.0 million for the six months ended September 30, 2001 to $346.7 million for
the comparable period of 2002.The average balance of loans receivable, net
increased $173.3 million from $2.34 billion for the six months ended September
30, 2001 to $2.51 billion for the comparable period of 2002.

Interest Expense

Interest expense was $39.5 million for the six months ended
September 30, 2002, compared to $59.9 million for the comparable period of 2001.
The $20.4 million decrease in interest expense was attributable to a 159 basis
point decrease in the average cost of interest-bearing liabilities from 4.52%
for the six months ended September 30, 2001, to 2.93% for the comparable period
of 2002. The 159 basis point decrease in the average cost of interest-bearing
liabilities reflects a 162 basis point decrease in the average cost of deposits,
a 112 basis point decrease in the average cost of FHLB advances, and an increase
in the proportion of total interest-bearing liabilities comprised by deposits
from 77 percent for the six months ended September 30, 2001 to 82 percent for
the comparable period of 2002.

Average interest-bearing liabilities increased $50.9 million
from $2.64 billion for the six months ended September 30, 2001 to $2.69 billion
for the comparable period of 2002. Average total deposits increased $169.8
million from $2.03 billion for the six months ended September 30, 2001 to $2.20
billion for the comparable period of 2002. The average balance of core deposits
increased $361.3 million from $835.0 million for the six months ended September
30, 2001 to $1.12 billion for the comparable period of 2002. The average balance
of core deposits as a percentage of average total deposits increased from 41%
for the six months ended September 30, 2001 to 54% for the comparable period of
2002.

The decrease in the average cost of deposits from 4.22% for
the six months ended September 30, 2001 to 2.60% for the comparable period of
2002 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
1.86% and 3.48%, respectively for the six months ended September 30, 2002
compared to 2.32% and 5.54%, respectively for the comparable period of 2001.

Provision for Loan Losses

Provision for loan losses was $2.5 million for both the six
months ended September 30, 2002 and 2001. See "Comparison of Financial
Condition at September 30, 2002 and March 31, 2002."

18

---

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

Non-Interest Income

Non-interest income was $8.8 million for the six months ended
September 30, 2002, compared to $8.0 million for the comparable period of 2001.
The increase in loan and servicing fees from $2.2 million for the six months
ended September 30, 2001 to $2.6 million for the comparable period of 2002 was
attributable to an increase in prepayment fees received. Higher volumes of core
deposit and transactional activity along with an increased focus on fee
collection resulted in an increase in deposit and related fees from $4.7 million
for the six months ended September 30, 2001 to $5.4 million for the comparable
period of 2002.

Non-Interest Expense

Non-interest expense was $32.3 million for the six months
ended September 30, 2002 compared to $29.2 million for the comparable period of
2001. General and administrative expense was $32.5 million or 2.16% of average
assets for the six months ended September 30, 2002, compared to $29.2 million or
1.98% of average assets for the comparable period of 2001. Compensation and
benefits expense was $18.6 million for the six months ended September 30, 2002
compared to $16.1 million for the comparable period in 2001.

The increase in compensation and benefits reflects increases
in staffing levels which is partially offset by a decrease in non-cash charges
associated with the amortization of shares under the Company's ESOP and 1996
Incentive Plan from $3.2 million for the six months ended September 30, 2001 to
$2.9 million for the comparable period of 2002. The increase in other
non-interest expense from $4.1 million for the six months ended September 30,
2001 to $4.6 million for the comparable period of 2002 reflects an increase in
expenditures for office supplies and telecommunications coupled with higher
workers compensation costs.

Income Taxes

Income taxes were $12.2 million for the six months ended
September 30, 2002, compared to $12.3 million for the comparable period of 2001.
The effective tax rate was 41.3% for the six months ended September 30, 2002,
compared to 42.1% for the comparable period of 2001. The $214,000 non-recurring
tax benefit arising from the change in the California tax code related to the
bad debt reserve method reduced the Company's combined effective tax rate for
the six months ended September 30, 2002 by 72 basis points.

Comparison of Financial Condition at September 30, 2002 and March 31, 2002

Total assets decreased $23.2 million from $3.04 billion at
March 31, 2002 to $3.02 billion at September 30, 2002. Loans receivable, net
increased $74.0 million from $2.49 billion at March 31, 2002 to $2.57 billion at
September 30, 2002. The $74.0 million increase in loans receivable, net included
a $104.0 million increase in the aggregate disbursed balance of the Four-Cs and
a $33.0 million decrease in 1-4 family residential mortgages reflecting the
Bank's increased lending focus on the Four-Cs. Securities decreased $28.5
million from $353.9 million at March 31, 2002 to $325.3 million at September 30,
2002 reflecting the utilization of paydowns on securities to fund loan growth.

19

---

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

Loan originations for the six months ended September 30, 2002
were $888.6 million, compared to $714.7 million for the comparable period of
2001. Loan principal payoffs and paydowns increased to $866.3 million for the
six months ended September 30, 2002, from $688.4 million for the comparable
period of 2001. Non-accrual loans increased from $4.5 million or 0.16% of gross
loans at March 31, 2002 to $14.2 million or 0.48% of gross loans at September
30, 2002. Non-performing assets, which includes non-accrual loans, and
foreclosed real estate, net of specific allowances, increased from $5.0 million
or 0.16% of total assets at March 31, 2002 to $14.5 million or 0.48% of total
assets at September 30, 2002. The increases in non-accrual loans and
non-performing assets were attributable principally to a $10.0 million
construction loan for the acquisition and development of 66 residential lots and
single-family homes in Murrieta, California. Following successful completion and
sale of the first phase of 20 homes, the equity partner on the project removed
and replaced the developer. As a result, construction of the second phase of 20
homes, which is presently 40% complete, was suspended 90 days. Construction has
resumed and the second phase is expected to be completed and sold during the
first calendar quarter of 2003. To date, 10 of the 20 homes in phase two have
been sold along with three of four model homes. The remaining 22 developed lots
are also expected to be sold during the first calendar quarter of 2003. No loss
is anticipated on this loan.

The allowance for loan losses is maintained at an amount
management considers adequate to cover losses on loans receivable, which are
deemed probable and estimable. The allowance is based upon a number of factors,
including current economic conditions, actual loss experience, industry trends
and the composition of the loan portfolio by type. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the Company's allowance for loan losses. Such agencies may
require the Company to make additional provisions for loan losses based upon
information available at the time of the review.

The Company will continue to monitor and modify its allowance
for loan losses as economic conditions, loss experience, and changes in
portfolio composition and other factors dictate. At September 30, 2002, the
Company's allowance for loan losses was $29.2 million or 0.98% of gross loans
and 204.70% of non-accrual loans compared to $31.4 million or 1.11% of gross
loans and 697.80% of non-accrual loans at March 31, 2002.

During the quarter, the Bank charged off $4.5 million of its
$4.9 million participating interest in a $17.4 million commercial loan to a
Southern California garment manufacturer. The lead lender recently determined
that the borrower was dissipating the collateral securing the loan and initiated
legal action against the borrower and guarantor. The following table sets forth
activity in the Bank's allowance for loan losses for the three and six months
ended September 30, 2002.



|                          | Three Months Ended
 September 30, | Six Months Ended
 September 30,
|------------------------- | --------------------------------- | -------------------------------
|                          | 2002                              | 2001                           
|Beginning balance         | $ 31,982                          | $ 31,471                       
|Provision for loan losses | 1,500                             | 1,250                          
|Charge-offs               | (4,780)                           | (531)                          
|Recoveries                | 464                               | 44                             
|Ending balance            | $ 29,166                          | $ 32,234                       

Total liabilities decreased $28.4 million from $2.76 billion
at March 31, 2002 to $2.73 billion at September 30, 2002. Deposits increased
$84.1 million from $2.17 billion at March 31, 2002 to $2.25 billion at September
30, 2002. Core deposits increased $179.5 million from $1.08 billion at March 31,
2002 to $1.26 billion at September 30, 2002. FHLB advances decreased $115.0
million from $558.0 million at March 31, 2002 to $443.0 million at September 30,
2002 as strong deposits inflows in excess of amounts used to fund loan growth
were used to pay down borrowings.

Total stockholders' equity was $289.2 million at September
30, 2002 compared to $284.1 million at March 31, 2002. The $5.1 million increase
in total stockholders' equity is comprised principally of a $1.5 million
increase in retained earnings, substantially restricted, a $1.0 million increase
in additional paid-in-capital, an $881,000 decrease in unearned stock-based
compensation and a $1.7 million decrease in accumulated other comprehensive
loss. The $1.5 million increase in retained earnings, substantially restricted
reflects the $17.3 million of net earnings for the six months ended September
30, 2002 partially offset by 1) $3.3 million representing the quarterly cash
dividends of $0.08 per common share declared on June 15 and September 13, 2002,
paid June 29 and September 27, 2002 and a quarterly cash dividend of $0.10 per
common share declared September 18, payable December 27, 2002 and 2) $12.5
million representing the amount paid by the Company in excess of the original
issuance price to repurchase 537,700 shares of its common stock at a weighted
average price of $33.32 per share. The $1.0 million increase in additional
paid-in-capital is comprised of $6.4 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 $5.4 million created upon the March 1996 issuance of the
537,700 shares of common stock that were repurchased during the six months ended
September 30, 2002. The $881,000 decrease in unearned stock-based compensation
reflects the amortization of shares under the Company's ESOP. The $1.7 million
decrease in accumulated other comprehensive loss reflects the change in the
unrealized loss on securities available for sale.

20

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

Liquidity and Capital Resources

The Company's primary sources of funds are deposits,
principal and interest payments on loans and securities, FHLB advances and other
borrowings, proceeds from the maturation of securities and, to a lesser extent,
proceeds from the sale of loans. While maturities and scheduled amortization of
loans and securities are predictable sources of funds, deposit flows and
mortgage and security prepayments are greatly influenced by the general level of
interest rates, economic conditions and competition. OTS regulations require
that sufficient liquidity be maintained at a level which ensures safe and sound
banking practices. The Bank's average liquidity ratio was 6.07% for the six
months ended September 30, 2002. Management's strategy is to invest excess
liquidity in higher yielding interest-earning assets, such as loans or other
investments, depending on market conditions. The Bank has invested in corporate
securities when the yields thereon have been more attractive than U.S.
government and federal agency securities of similar maturity. While corporate
securities are not backed by any government agency, the maturity structure and
credit quality of all corporate securities owned by the Bank meet the minimum
standards set forth by the OTS for regulatory liquidity-qualifying investments.
The Bank has invested in callable debt issued by Federal agencies of the U.S.
government when the yields thereon to call date(s) and maturity exceeded the
yields on comparable term and credit quality non-callable investments by amounts
which management deems sufficient to compensate the Bank for the call options
inherent in the securities.

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 $26.6
million and $30.7 million for the six months ended September 30, 2002 and 2001,
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, proceeds from
maturation of investments, paydowns on mortgage-backed securities and sales of
investment securities. Principal payments on loans were $866.3 million and
$688.4 million for the six months ended September 30, 2002 and 2001,
respectively. Disbursements on loans originated for investment and purchased
were $1.02 billion and $947.9 million for the six months ended September 30,
2002 and 2001, respectively. Disbursements for purchases of mortgage-backed and
other investment securities were $35.1 million and $98.5 million for the six
months ended September 30, 2002 and 2001, respectively. Proceeds from the
maturation and paydown of securities were $56.0 million and $117.8 million for
the six months ended September 30, 2002 and 2001, respectively. Net cash
provided by (used in) financing activities consisted primarily of net activity
in deposit accounts and FHLB advances. The net increases in deposits were $84.1
million and $17.4 million for the six months ended September 30, 2002 and 2001,
respectively.

At September 30, 2002, the Bank exceeded all of its
regulatory capital requirements with a tangible capital level of $268.4 million,
or 8.94% of adjusted total assets, which is above the required level of $45.0
million, or 1.5%; core capital of $268.4 million, or 8.94 % of adjusted total
assets, which is above the required level of $120.1 million, or 4.0%; and total
risk-based capital of $294.6 million, or 12.58% of risk-weighted assets, which
is above the required level of $187.4 million, or 8.0%.

21

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



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 September 30, 2002, cash and short-term investments totaled $41.9 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 September 30, 2002, the Bank had $443.0 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 September 30, 2002, the Bank had
outstanding commitments to originate and purchase loans of $705.3 million and
$34.2 million, respectively. At September 30, 2002, and 2001 the Company had no
outstanding commitments to purchase securities. The Company anticipates that it
will have sufficient funds available to meet these commitments. Certificate of
deposit accounts that are scheduled to mature in less than one year from
September 30, 2002 totaled $722.5 million. The Bank expects that a substantial
portion of the maturing certificate accounts will be retained by the Bank at
maturity.

Segment Reporting

The Company, through its subsidiaries, provides a broad range
of financial services to individuals and companies located primarily in Southern
California. These services include demand, time, and savings deposits; real
estate, business and consumer lending; ATM processing; cash management; trust
services and investment advisory services. While the Company's chief decision
makers monitor the revenue streams of the various Company products and services,
operations are managed and financial performance is evaluated on a Company-wide
basis. Accordingly, all of the Company's banking operations are considered by
management to be aggregated in one reportable operating segment.

Item 3. Qualitative and Quantitative Disclosures about Market
Risk

Readers should refer to the qualitative disclosures
(consisting primarily of interest rate risk) in the Company's March 31, 2002
Form 10-K, as there has been no significant changes in these disclosures during
the six months ended September 30, 2002.

Item 4. Controls and Procedures

Within the 90 days prior to the date of this report, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company required to be included in the
Company's periodic Securities and Exchange Commission filings. There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect these controls subsequent to the evaluation
date.

22

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

Item 1. Legal Proceedings

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

Item 2. Changes in
Securities and Use of Proceeds

None

Item 3. Defaults Upon
Senior Securities

None

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

| | The Company held its annual meeting on September 18, 2002. The
      proposals submitted to shareholders and the tabulation of votes were as
      follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| | Election of Directors of the Company for three year
      terms:                                                                                           
| | Robert W. Burwell                                                                                                                                          
| | William T. Dingle                                                                                                                                          
| | Curtis W. Morris                                                                                                                                           
| |                                                                                                                                                            
| | Ratification of KPMG LLP as the Company's independent
      auditors                                                                                       



Item 5. Other Information

None

23

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

(a)(3)

(a) The following exhibits are filed as part of this report or are
      incorporated herein by reference:

3.1 Certificate of Incorporation of PFF Bancorp, Inc. *
          3.2 Bylaws of PFF Bancorp, Inc. *
          99.1 Certification of Chief Executive Officer pursuant to Section 906 of
Sarbanes-Oxley Act of 2002.
          99.2 Certification of Chief Financial Officer pursuant to Section 906 of
Sarbanes-Oxley Act of 2002.

(b)     Reports on form 8-K

> Form 8-K filed August 14, 2002, with respect to a press release reporting
>     restatements to its previously released basic and diluted earnings per share
>     figures.

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

24

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PFF BANCORP, INC. AND SUBSIDIARIES
SIGNATURES



Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|                        | PFF BANCORP, INC.
|----------------------- | -----------------
|Date: November 12, 2002 | By:              
|                        |                  
|                        |                  
|                        |                  
|Date: November 12, 2002 | By:              
|                        |                  
|                        |                  
|                        |                  

25

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

I, Larry M. Rinehart, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PFF Bancorp, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in all
    material respects the financial condition, results of operations and cash
    flows of the registrant as of, and for, the periods presented in this
    quarterly report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

a) designed such disclosure controls and procedures to
    ensure that material information relating to the registrant, including its
    consolidated subsidiaries, is made known to us by others within those
    entities, particularly during the period in which this quarterly report is
    being prepared;

b) evaluated the effectiveness of the registrant's
    disclosure controls and procedures as of a date within 90 days prior to the
    filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions
    about the effectiveness of the disclosure controls and procedures based on
    our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors:

a) all significant deficiencies in the design or
    operation of internal controls which could adversely affect the registrant's
    ability to record, process, summarize and report financial data and have
    identified for the registrant's auditors any material weaknesses in internal
    controls; and

b) any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

|Date: November 12, 2002 | /s/ LARRY M. RINEHART
      Larry M. Rinehart
      President, Chief Executive Officer and Director
|----------------------- | ---------------------------------------------------------------------------------------------------

26

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

I, Gregory C Talbott, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PFF Bancorp, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in all
    material respects the financial condition, results of operations and cash
    flows of the registrant as of, and for, the periods presented in this
    quarterly report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

a) designed such disclosure controls and procedures to
    ensure that material information relating to the registrant, including its
    consolidated subsidiaries, is made known to us by others within those
    entities, particularly during the period in which this quarterly report is
    being prepared;

b) evaluated the effectiveness of the registrant's
    disclosure controls and procedures as of a date within 90 days prior to the
    filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions
    about the effectiveness of the disclosure controls and procedures based on
    our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors:

a) all significant deficiencies in the design or
    operation of internal controls which could adversely affect the registrant's
    ability to record, process, summarize and report financial data and have
    identified for the registrant's auditors any material weaknesses in internal
    controls; and

b) any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

|Date: November 12, 2002 | /s/ GREGORY C. TALBOTT
      Gregory C. Talbott
      Executive Vice President, Chief Financial Officer 
      and Treasurer
|----------------------- | ----------------------------------------------------------------------------------------------------------------------------

27