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        <p align="center"><b><font size="3" face="Times New Roman">UNITED STATES<br />
        SECURITIES AND EXCHANGE COMMISSION<br />
        Washington, D.C.&nbsp; 20549</font></b></p>
        <p align="center">&nbsp;</p>
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        <p align="center"><b><font size="3" face="Times New Roman">FORM 8-K</font></b></p>
        <p align="center">&nbsp;</p>
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        <h2></h2>
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        <p align="center"><b><font size="3" face="Times New Roman">CURRENT
        REPORT<br />
        PURSUANT TO SECTION 13 OR 15(d) OF THE<br />
        SECURITIES EXCHANGE ACT OF 1934</font></b></p>
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        <p><b><font size="3" face="Times New Roman Bold"><br />
        </font></b></p>
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        <p align="center"><font size="3" face="Times New Roman">Date of report
        (Date of earliest event reported): May 25, 2005</font></p>
        <p align="center">&nbsp;</p>
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        <p align="center"><b><font size="3" face="Times New Roman">PFF BANCORP,
        INC.<br />
        </font></b><font size="3">(Exact name of registrant as specified in its
        charter)</font></p>
        <p align="center">&nbsp;</p>
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        <p align="center"><b><font size="3" face="Times New Roman">Delaware</font></b></p>
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        <p align="center"><b><font size="3" face="Times New Roman">0-27404</font></b></p>
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        <p align="center"><b><font size="3" face="Times New Roman">95-4561623</font></b></p>
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        <p align="center" style="margin-top: 0; margin-bottom: 0"><font size="3" face="Times New Roman">&nbsp;&nbsp;(State
        or other jurisdiction of incorporation)</font></p>
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        <p align="center"><font size="3" face="Times New Roman">(Commission File
        Number)</font></p>
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        <p align="center"><font size="3" face="Times New Roman">(IRS Employer
        Identification No.)</font></p>
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        </font></p>
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        <p><b><font size="3" face="Times New Roman">350 South Garey Avenue<br />
        Pomona, CA<br />
        </font></b><font size="3">(Address of principal executive offices)</font></p>
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        <p align="center"><b><font size="3" face="Times New Roman"><br />
        91766<br />
        </font></b><font size="3">(Zip Code)</font></p>
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        <p align="center"><b><font size="3" face="Times New Roman"><br />
        </font></b></p>
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        <p align="center"><font size="3" face="Times New Roman">Registrant's
        telephone number, including area code<b>:&nbsp; (909) 623-2323</b></font></p>
        <p align="center">&nbsp;</p>
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        <p align="center"><b><font size="3" face="Times New Roman">Not
        Applicable</font><br />
        </b><font size="3">(Former name or former address, if changed since last
        report)</font></p>
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        <p align="center"><font size="3" face="Times New Roman"><br />
        </font></p>
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        <p align="center"></p>
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        <p align="center"><font size="3" face="Times New Roman">Check the
        appropriate box below if the Form 8-K filing is intended to
        simultaneously satisfy the filing obligation of the registrant under any
        of the following provisions:<br />
        </font></p>
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        <p align="center"><font size="3" face="Times New Roman">&nbsp;</font></p>
      </td>
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        <p><font size="3" face="Times New Roman">[ ] Written communications
        pursuant to Rule 425 under the Securities Act (17 CFR 230.425).<br />
        </font></p>
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        <p align="center"><font size="3" face="Times New Roman">&nbsp;</font></p>
      </td>
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        <p><font size="3" face="Times New Roman">[ ] Soliciting material
        pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).<br />
        </font></p>
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        <p align="center"><font size="3" face="Times New Roman">&nbsp;</font></p>
      </td>
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        <p><font size="3" face="Times New Roman">[ ] Pre-commencement
        communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
        240.14d-2(b)).<br />
        </font></p>
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        <p align="center"><font size="3" face="Times New Roman">&nbsp;</font></p>
      </td>
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        <p><font size="3" face="Times New Roman">[ ] Pre-commencement
        communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
        240.13e-4(c)).<br />
        </font></p>
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        </font><b><font size="3" face="Times New Roman">Item
        1.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Entry into a Material
        Definitive Agreement.</font></b>
        <p><b><i><font size="3" face="Times New Roman">Employment Agreements.</font></i></b><font size="3">&nbsp;
        Effective as of May 25, 2005, PFF Bank &amp; Trust (the &quot;Bank&quot;) and
        PFF Bancorp, Inc. (the &quot;Bancorp&quot;) entered into amended and restated
        employment agreements with Larry M. Rinehart, President and Chief
        Executive Officer of the Bank and the Bancorp, Kevin McCarthy, Senior
        Executive Vice President of the Bancorp and Senior Executive Vice
        President and Chief Operating Officer of the Bank, and Gregory C.
        Talbott, Executive Vice President, Chief Financial Officer and Treasurer
        of the Bank and the Bancorp.&nbsp; The employment agreements provide for
        a three-year term for the executives.&nbsp; The Bank employment
        agreements provide that, commencing on the first anniversary date and
        continuing each anniversary date thereafter, the Board of Directors of
        the Bank may extend the agreement for an additional year so that the
        remaining term shall be three years, unless written notice of
        non-renewal is given by the Board of Directors of the Bank after
        conducting a performance evaluation of each executive.&nbsp; The terms
        of the Bancorp employment agreements shall be extended on a daily basis
        unless written notice of non-renewal is given by the Board of Directors
        of the Bancorp.&nbsp; The agreements provide that each executive's
        base salary will be reviewed annually.&nbsp; The annual base salaries
        for Messrs. Rinehart, McCarthy and Talbott for the current fiscal year
        are $396,822, $264,534 and $251,326, respectively.&nbsp; In addition to
        the base salary, the agreements provide for, among other things,
        participation in stock benefit plans and other fringe benefits
        applicable to executive personnel.</font></p>
        <p><font size="3" face="Times New Roman">The agreements provide for
        termination for cause as defined in the agreements at any time.&nbsp; In
        the event the Bank or the Bancorp chooses to terminate the executive's
        employment for reasons other than for cause, or in the event of the
        executive's resignation upon: (i) failure to re-elect the executive to
        his current office(s); (ii) a material change in the executive's
        functions, duties or responsibilities; (iii) a relocation of the
        executive's principal place of employment by more than 25 miles; (iv)
        a material reduction in the benefits and perquisites to the executive;
        (v) liquidation or dissolution of the Bank or the Bancorp or (vi) a
        breach of the agreement by the Bank or the Bancorp, the executive or, in
        the event of the executive's subsequent death, his beneficiary, would
        be entitled to receive an amount equal to the remaining base salary
        payments due to the executive and the contributions that would have been
        made on the executive's behalf to any employee benefit plans during
        the remaining term of the agreement.&nbsp; The Bank and the Bancorp
        would also continue, and pay for, the executive's life, health and
        disability coverage for the remaining term of the agreement.</font></p>
        <p><font size="3" face="Times New Roman">Under the agreements, if a
        voluntary or involuntary termination, other than for cause, follows a
        change in control of the Bank or the Bancorp (as defined in the
        employment agreement) within ninety days of such change in control, the
        executive or, in the event of the executive's death, his beneficiary,
        would be entitled to a severance payment equal to three times the
        average of the three preceding taxable years' annual
        compensation.&nbsp; The Bank and the Bancorp would also continue, and
        pay for, the executive's life, health, and disability coverage for
        thirty-six months.</font></p>
        <p><font size="3" face="Times New Roman">Payments under the agreements
        in the event of a change in control may constitute an excess parachute
        payment under Section 280G of the Internal Revenue Code (the &quot;Code&quot;)
        for executive officers, resulting in the imposition of a 20% excise tax
        on the recipient and denial of the deduction for such excess amounts to
        the Bank and the Bancorp.&nbsp; Under the Bancorp agreement, if such
        payment constitutes an excess parachute payment under Section 280G of
        the Code, the Bancorp would reimburse the executive for the amount of
        this excise tax and would make an additional gross-up payment so that,
        after payment of the excise tax and all income and excise taxes imposed
        on the reimbursement and gross-up payments, the executive will retain
        approximately the same net-after tax amounts under the employment
        agreement that he or she would have retained if there were no 20% excise
        tax.&nbsp; The effect of this provision is that the Bancorp, rather than
        the executive, bears the financial cost of the excise tax. Neither the
        Bancorp nor the Bank could claim a federal income tax deduction for an
        excess parachute payment, excise tax reimbursement payment or gross-up
        payment.&nbsp; All payments under these agreements are conditioned on
        the executive releasing the Bank and the Bancorp from any causes of
        action against the Bank or the Bancorp arising during any period of
        employment from the employment relationship, other than claims under the
        various employee benefit plans of the Bank and the Bancorp.</font></p>
        <p><font size="3" face="Times New Roman">Payments to the executive under
        the Bank employment agreements will be guaranteed by the Bancorp in the
        event that payments or benefits are not paid by the Bank.&nbsp; Payment
        under the Bancorp employment agreements would be made by Bancorp.&nbsp;
        All reasonable costs and legal fees paid or incurred by the executive
        pursuant to any dispute or question of interpretation relating to the
        agreements shall be paid by the Bank or the Bancorp, respectively, if
        the executive is successful pursuant to a legal judgment, arbitration or
        settlement.&nbsp; The employment agreements also provide that the Bank
        and the Bancorp shall indemnify the executive to the fullest extent
        allowable under federal and Delaware law, respectively.</font></p>
        <p><font size="3" face="Times New Roman">Copies of the Form of PFF
        Bancorp, Inc. and PFF Bank &amp; Trust employment agreements are
        attached as exhibits 10.1 and 10.2, respectively.</font></p>
        <hr>
        <p><b><i><font size="3" face="Times New Roman">Termination and Change in
        Control Agreements</font></i></b><font size="3">.&nbsp; Effective as of
        May 25, 2005, the Bank and the Bancorp have entered into parallel
        two-year termination and change in control agreements with Gilbert F.
        Smith, Senior Vice President and General Counsel of the Bank and
        Bancorp, Robert L. Golish, Senior Vice President, Senior Counsel and
        Chief Information Officer of the Bank, Jerald W. Groene, Senior Vice
        President and Chief Lending Officer of the Bank, and Lynda Scullin,
        Senior Vice President and Branch Administrator of the Bank, as well as
        four other officers of the Bank, the Bancorp and their affiliates.&nbsp;</font></p>
        <p><font size="3" face="Times New Roman">Commencing on the first
        anniversary date and continuing on each anniversary thereafter, the
        change in control agreements with the Bank may be renewed by the Board
        of Directors of the Bank for an additional year.&nbsp; The terms of the
        Bancorp change in control agreements shall be extended on a daily basis
        unless written notice of non-renewal is given by the Board of Directors
        of the Bancorp. The change in control agreements provide that in the
        event a voluntary or involuntary termination, other than for cause,
        follows a change in control of the Bank or the Bancorp, the officer or,
        in the event of death, his beneficiary, would be entitled to receive a
        severance payment equal to two times the officer's average annual
        compensation (including employer contributions to benefit plans) for the
        three years preceding such termination.&nbsp; The Bank or the Bancorp
        would also continue, and pay for, the officer's life, health and
        disability coverage for a period of twenty-four (24) months from the
        date of termination.&nbsp; Payments to the officer under the Bank change
        in control agreements will be guaranteed by the Bancorp in the event
        that payments or benefits are not paid by the Bank.</font></p>
        <p><font size="3" face="Times New Roman">The change in control
        agreements also provide for a severance payment in the event of an
        involuntary termination of the officer other than in a change in
        control, except for cause.&nbsp; The severance payment is a sum equal to
        twenty-six weeks of base salary for each three years of service (rounded
        up to the next whole year of service in the case of partial years) up to
        a maximum of one-hundred and four weeks with a minimum payment of
        twenty-six weeks. All payments under these agreements are conditioned on
        the officer releasing the Bank and the Bancorp from any causes of action
        against the Bank or the Bancorp arising during any period of employment
        from the employment relationship, other than claims under the various
        employee benefit plans of the Bank and the Bancorp.</font></p>
        <p><font size="3" face="Times New Roman">Payments under the agreements
        in the event of a change in control may constitute an excess parachute
        payment under Section 280G of the Code for the officers, resulting in
        the imposition of a 20% excise tax on the recipient and denial of the
        deduction for such excess amounts to the Bank and the Bancorp.&nbsp;
        Under the Bancorp agreement, if such payment constitutes an excess
        parachute payment under Section 280G of the Code, the Bancorp would
        reimburse the officer for the amount of this excise tax and would make
        an additional gross-up payment so that, after payment of the excise tax
        and all income and excise taxes imposed on the reimbursement and
        gross-up payments, the officer will retain approximately the same
        net-after tax amounts under the officer that he or she would have
        retained if there were no 20% excise tax.&nbsp;&nbsp; The effect of this
        provision is that the Bancorp, rather than the officer, bears the
        financial cost of the excise tax.&nbsp; Neither the Bancorp nor the Bank
        could claim a federal income tax deduction for an excess parachute
        payment, excise tax reimbursement payment or gross-up payment.</font></p>
        <p><font size="3" face="Times New Roman">Copies of the Form of PFF
        Bancorp, Inc. and PFF Bank &amp; Trust termination and change in control
        agreements are attached as exhibits 10.18 and 10.19, respectively.</font></p>
        <p><font size="3" face="Times New Roman">&nbsp;</font></p>
        <p><b><font face="Times New Roman" size="3">Item
        9.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Financial Statements and
        Exhibits</font></b></p>
        <p style="margin-top: 0; margin-bottom: 0"><b><font size="2" face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></b>
        <font size="3">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <u>Exhibit No.</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Description</u></font></p>
        <p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
        <p style="margin-top: 0; margin-bottom: 0"><font face="Times New Roman" size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        10.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        Form of PFF Bancorp, Inc. Employment Agreement</font></p>
        <p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
        <p style="margin-top: 0; margin-bottom: 0"><font face="Times New Roman" size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        10.02&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        Form of PFF Bank &amp; Trust Employment Agreement</font></p>
        <p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
        <p style="margin-top: 0; margin-bottom: 0"><font face="Times New Roman" size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        10.18&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        Form of PFF Bancorp, Inc. Termination and Change in Control Agreement</font></p>
        <p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
        <p style="margin-top: 0; margin-bottom: 0"><font face="Times New Roman" size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        10.19&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        Form of PFF Bank &amp; Trust Termination and Change in Control Agreement</font></p>
      </td>
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  <p>&nbsp;</p>
  <hr>
  &nbsp;
  <p>&nbsp;</p>
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        <p align="center"><b><font size="3" face="Times New Roman"><br clear="all" />
        SIGNATURES</font></b>
        <p align="center">&nbsp;</td>
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      <td colspan="3" valign="top">
        <p><font size="3" face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
        to the requirements of the Securities Exchange Act of 1934, the
        registrant has duly caused this report to be signed on its behalf by the
        undersigned hereunto duly authorized.</font></p>
      </td>
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      <td colspan="3" valign="top">
        <p align="left">&nbsp;</p>
      </td>
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      <td colspan="2" valign="top">
        <p><b><font size="3" face="Times New Roman">PFF BANCORP, INC.</font></b></p>
      </td>
    </tr>
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      <td valign="top">
        <p>&nbsp;</p>
      </td>
      <td valign="top"></td>
      <td valign="top"></td>
    </tr>
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      <td valign="top"></td>
      <td valign="top">
        <p><font size="3" face="Times New Roman">By:</font></p>
      </td>
      <td valign="top">
        <p><u><font size="3" face="Times New Roman">/s/ Gregory C. Talbott</font></u></p>
      </td>
    </tr>
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      <td valign="top"></td>
      <td valign="top"></td>
      <td valign="top">
        <p><font size="3" face="Times New Roman">Gregory C. Talbott<br />
        Executive Vice President and<br />
        Chief Financial Officer</font></p>
      </td>
    </tr>
    <tr>
      <td valign="top">
        <p><font size="3" face="Times New Roman">Date: May 31, 2005</font></p>
      </td>
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      <td valign="top"></td>
    </tr>
  </table>
  <p>&nbsp;</p>
</div>

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{"company-data": {"conformed-name": "PFF BANCORP INC", "cik": "0001004969", "assigned-sic": "6035", "irs-number": "954561623", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-16845", "film-number": "05868601"}, "business-address": {"street1": "350 SOUTH GAREY AVENUE", "city": "POMONA", "state": "CA", "zip": "91766", "phone": "9096232323"}, "mail-address": {"street1": "350 SOUTH GAREY AVENUE", "city": "POMONA", "state": "CA", "zip": "91766"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 8-K
CURRENT
        REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report
        (Date of earliest event reported): May 25, 2005
PFF BANCORP,
        INC.
(Exact name of registrant as specified in its
        charter)
Delaware
0-27404
95-4561623
(State
        or other jurisdiction of incorporation)
(Commission File
        Number)
(IRS Employer
        Identification No.)
350 South Garey Avenue
Pomona, CA
(Address of principal executive offices)
91766
(Zip Code)
Registrant's
        telephone number, including area code
:  (909) 623-2323
Not
        Applicable
(Former name or former address, if changed since last
        report)
Check the
        appropriate box below if the Form 8-K filing is intended to
        simultaneously satisfy the filing obligation of the registrant under any
        of the following provisions:
[ ] Written communications
        pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
[ ] Soliciting material
        pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
[ ] Pre-commencement
        communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
        240.14d-2(b)).
[ ] Pre-commencement
        communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
        240.13e-4(c)).
Item
        1.01        Entry into a Material
        Definitive Agreement.
Employment Agreements.
Effective as of May 25, 2005, PFF Bank & Trust (the "Bank") and
        PFF Bancorp, Inc. (the "Bancorp") entered into amended and restated
        employment agreements with Larry M. Rinehart, President and Chief
        Executive Officer of the Bank and the Bancorp, Kevin McCarthy, Senior
        Executive Vice President of the Bancorp and Senior Executive Vice
        President and Chief Operating Officer of the Bank, and Gregory C.
        Talbott, Executive Vice President, Chief Financial Officer and Treasurer
        of the Bank and the Bancorp.  The employment agreements provide for
        a three-year term for the executives.  The Bank employment
        agreements provide that, commencing on the first anniversary date and
        continuing each anniversary date thereafter, the Board of Directors of
        the Bank may extend the agreement for an additional year so that the
        remaining term shall be three years, unless written notice of
        non-renewal is given by the Board of Directors of the Bank after
        conducting a performance evaluation of each executive.  The terms
        of the Bancorp employment agreements shall be extended on a daily basis
        unless written notice of non-renewal is given by the Board of Directors
        of the Bancorp.  The agreements provide that each executive's
        base salary will be reviewed annually.  The annual base salaries
        for Messrs. Rinehart, McCarthy and Talbott for the current fiscal year
        are $396,822, $264,534 and $251,326, respectively.  In addition to
        the base salary, the agreements provide for, among other things,
        participation in stock benefit plans and other fringe benefits
        applicable to executive personnel.
The agreements provide for
        termination for cause as defined in the agreements at any time.  In
        the event the Bank or the Bancorp chooses to terminate the executive's
        employment for reasons other than for cause, or in the event of the
        executive's resignation upon: (i) failure to re-elect the executive to
        his current office(s); (ii) a material change in the executive's
        functions, duties or responsibilities; (iii) a relocation of the
        executive's principal place of employment by more than 25 miles; (iv)
        a material reduction in the benefits and perquisites to the executive;
        (v) liquidation or dissolution of the Bank or the Bancorp or (vi) a
        breach of the agreement by the Bank or the Bancorp, the executive or, in
        the event of the executive's subsequent death, his beneficiary, would
        be entitled to receive an amount equal to the remaining base salary
        payments due to the executive and the contributions that would have been
        made on the executive's behalf to any employee benefit plans during
        the remaining term of the agreement.  The Bank and the Bancorp
        would also continue, and pay for, the executive's life, health and
        disability coverage for the remaining term of the agreement.
Under the agreements, if a
        voluntary or involuntary termination, other than for cause, follows a
        change in control of the Bank or the Bancorp (as defined in the
        employment agreement) within ninety days of such change in control, the
        executive or, in the event of the executive's death, his beneficiary,
        would be entitled to a severance payment equal to three times the
        average of the three preceding taxable years' annual
        compensation.  The Bank and the Bancorp would also continue, and
        pay for, the executive's life, health, and disability coverage for
        thirty-six months.
Payments under the agreements
        in the event of a change in control may constitute an excess parachute
        payment under Section 280G of the Internal Revenue Code (the "Code")
        for executive officers, resulting in the imposition of a 20% excise tax
        on the recipient and denial of the deduction for such excess amounts to
        the Bank and the Bancorp.  Under the Bancorp agreement, if such
        payment constitutes an excess parachute payment under Section 280G of
        the Code, the Bancorp would reimburse the executive for the amount of
        this excise tax and would make an additional gross-up payment so that,
        after payment of the excise tax and all income and excise taxes imposed
        on the reimbursement and gross-up payments, the executive will retain
        approximately the same net-after tax amounts under the employment
        agreement that he or she would have retained if there were no 20% excise
        tax.  The effect of this provision is that the Bancorp, rather than
        the executive, bears the financial cost of the excise tax. Neither the
        Bancorp nor the Bank could claim a federal income tax deduction for an
        excess parachute payment, excise tax reimbursement payment or gross-up
        payment.  All payments under these agreements are conditioned on
        the executive releasing the Bank and the Bancorp from any causes of
        action against the Bank or the Bancorp arising during any period of
        employment from the employment relationship, other than claims under the
        various employee benefit plans of the Bank and the Bancorp.
Payments to the executive under
        the Bank employment agreements will be guaranteed by the Bancorp in the
        event that payments or benefits are not paid by the Bank.  Payment
        under the Bancorp employment agreements would be made by Bancorp. 
        All reasonable costs and legal fees paid or incurred by the executive
        pursuant to any dispute or question of interpretation relating to the
        agreements shall be paid by the Bank or the Bancorp, respectively, if
        the executive is successful pursuant to a legal judgment, arbitration or
        settlement.  The employment agreements also provide that the Bank
        and the Bancorp shall indemnify the executive to the fullest extent
        allowable under federal and Delaware law, respectively.
Copies of the Form of PFF
        Bancorp, Inc. and PFF Bank & Trust employment agreements are
        attached as exhibits 10.1 and 10.2, respectively.
Termination and Change in
        Control Agreements
.  Effective as of
        May 25, 2005, the Bank and the Bancorp have entered into parallel
        two-year termination and change in control agreements with Gilbert F.
        Smith, Senior Vice President and General Counsel of the Bank and
        Bancorp, Robert L. Golish, Senior Vice President, Senior Counsel and
        Chief Information Officer of the Bank, Jerald W. Groene, Senior Vice
        President and Chief Lending Officer of the Bank, and Lynda Scullin,
        Senior Vice President and Branch Administrator of the Bank, as well as
        four other officers of the Bank, the Bancorp and their affiliates.
Commencing on the first
        anniversary date and continuing on each anniversary thereafter, the
        change in control agreements with the Bank may be renewed by the Board
        of Directors of the Bank for an additional year.  The terms of the
        Bancorp change in control agreements shall be extended on a daily basis
        unless written notice of non-renewal is given by the Board of Directors
        of the Bancorp. The change in control agreements provide that in the
        event a voluntary or involuntary termination, other than for cause,
        follows a change in control of the Bank or the Bancorp, the officer or,
        in the event of death, his beneficiary, would be entitled to receive a
        severance payment equal to two times the officer's average annual
        compensation (including employer contributions to benefit plans) for the
        three years preceding such termination.  The Bank or the Bancorp
        would also continue, and pay for, the officer's life, health and
        disability coverage for a period of twenty-four (24) months from the
        date of termination.  Payments to the officer under the Bank change
        in control agreements will be guaranteed by the Bancorp in the event
        that payments or benefits are not paid by the Bank.
The change in control
        agreements also provide for a severance payment in the event of an
        involuntary termination of the officer other than in a change in
        control, except for cause.  The severance payment is a sum equal to
        twenty-six weeks of base salary for each three years of service (rounded
        up to the next whole year of service in the case of partial years) up to
        a maximum of one-hundred and four weeks with a minimum payment of
        twenty-six weeks. All payments under these agreements are conditioned on
        the officer releasing the Bank and the Bancorp from any causes of action
        against the Bank or the Bancorp arising during any period of employment
        from the employment relationship, other than claims under the various
        employee benefit plans of the Bank and the Bancorp.
Payments under the agreements
        in the event of a change in control may constitute an excess parachute
        payment under Section 280G of the Code for the officers, resulting in
        the imposition of a 20% excise tax on the recipient and denial of the
        deduction for such excess amounts to the Bank and the Bancorp. 
        Under the Bancorp agreement, if such payment constitutes an excess
        parachute payment under Section 280G of the Code, the Bancorp would
        reimburse the officer for the amount of this excise tax and would make
        an additional gross-up payment so that, after payment of the excise tax
        and all income and excise taxes imposed on the reimbursement and
        gross-up payments, the officer will retain approximately the same
        net-after tax amounts under the officer that he or she would have
        retained if there were no 20% excise tax.   The effect of this
        provision is that the Bancorp, rather than the officer, bears the
        financial cost of the excise tax.  Neither the Bancorp nor the Bank
        could claim a federal income tax deduction for an excess parachute
        payment, excise tax reimbursement payment or gross-up payment.
Copies of the Form of PFF
        Bancorp, Inc. and PFF Bank & Trust termination and change in control
        agreements are attached as exhibits 10.18 and 10.19, respectively.
Item
        9.01        Financial Statements and
        Exhibits
(c)
Exhibit No.
Description
10.01               
        Form of PFF Bancorp, Inc. Employment Agreement
10.02               
        Form of PFF Bank & Trust Employment Agreement
10.18               
        Form of PFF Bancorp, Inc. Termination and Change in Control Agreement
10.19               
        Form of PFF Bank & Trust Termination and Change in Control Agreement
SIGNATURES
Pursuant
        to the requirements of the Securities Exchange Act of 1934, the
        registrant has duly caused this report to be signed on its behalf by the
        undersigned hereunto duly authorized.
PFF BANCORP, INC.
By:
/s/ Gregory C. Talbott
Gregory C. Talbott
Executive Vice President and
Chief Financial Officer
Date: May 31, 2005