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): June 8, 2001

                                                 CVB FINANCIAL CORP.
                                (Exact name of registrant as specified in its charter)

                                California                                          95-3629339
                            (State or other jurisdiction of                     (I.R.S. employer
                            incorporation or organization)                      identification number)

                                           Commission file number: 1- 10394

                                                701 North Haven Avenue
                                              Ontario, California 91764
                                (Address of principal executive offices and zip code)

                          Registrant's telephone number, including area code: (909) 980-4030

                                                    Not Applicable
                            (Former name or former address, if changed since last report)

Item 1.           Changes in Control of Registrant

                  Not Applicable

Item 2.           Acquisition or Disposition of Assets

                  Not Applicable

Item 3.           Bankruptcy or Receivership

                  Not Applicable

Item 4.           Changes in Registrant's Certifying Accountant

                  Not Applicable

Item 5.           Other Events and Regulation FD Disclosure

                  CVB Financial Corp. has announced that effective as of the market close on Monday, June 11, 2001,
its shares of common stock will cease trading on the American Stock Exchange, and commence trading, effective as of
the market open, Tuesday, June 12, 2001, on the Nasdaq National Market System.  A press release announcing this
event is attached hereto as Exhibit 99.1.

Item 6.           Resignations of Registrant's Directors

                  Not Applicable

Item 7.           Financial Statements, Pro Forma Financial Information and Exhibits.

                  (a)      Financial Statements

                           Not Applicable

                  (b)      Pro Forma Financial Information

                           Not Applicable

                  (c)      Exhibits

                           99.1             Press Release

Item 8.           Change in Fiscal Year

                  Not Applicable

Item 9.           Regulation FD Disclosure

                  Not Applicable

                                                      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.

                                                                       CVB FINANCIAL CORP.
                                                                       (Registrant)

Date: June 11, 2001                                           By:  /s/ D. Linn Wiley
                                                                 -----------------------------------
                                                                       D. Linn Wiley,
                                                                       Chief Executive Officer

EXHIBIT INDEX
- -------------

99.1              Press Release Dated June 8, 2001.

Press Release                                                                           Contact:     D. Linn Wiley
For Immediate Release                                                                                President  CEO
                                                                                                     (909) 980-4030

                                                 CVB Financial Corp. To Move to NASDAQ

Ontario, California-CVB Financial Corp. (AMEX:CVB; www.cbbank.com) today announced the approval of its application for listing on the
Nasdaq National Market System.  The common stock of CVB Financial Corp. will trade on the NASDAQ National Market under the symbol
"CVBF." CVB Financial is currently trading on AMEX under the ticker symbol of CVB which will delist from AMEX at the close of business
on June 11, 2001. It will commence trading on the NASDAQ National Market System on June 12, 2001, under the symbol "CVBF."

The NASDAQ application was filed by the Company in response to the growth in the Company's stockholder base.  The Company believes
that the NASDAQ listing will afford the Company broader coverage on the open market and among various market makers and stock
analysts.

CVB Financial Corp. is the holding company for Citizens Business Bank with total assets at March 31, 2001 of $2.3 billion and trust
assets of $1.1 billion.  The Bank operates a 30-branch network serving 23 cities throughout Los Angeles, Riverside, San Bernardino
and Orange Counties.  Citizens Business Bank is the largest bank headquartered in the Inland Empire area of California.

As of May 31, 2001 the Company had 27,800,219 outstanding shares held by approximately 4,150 stockholders. As of December 31, 2000,
CVB Financial Corp. reported record earnings of $34.7 million.  This was up $8.7 million, or 33.6%, over net earnings of $26.0
million reported for 1999.  These earnings results produced a return on beginning equity of 24.6%, a return on average equity of
22.0% and a return on average assets of 1.7%.

At the quarter ending March 31, 2001, total assets were $2.27 billion.  This represents an increase of $255.5 million, or 12.67%,
over the $2.02 billion in total assets reported on March 31, 2000.  Total deposits rose to $1.62 billion.  This is up $160.3 million,
or 10.97%, from $1.46 billion as of March 31, 2000.  Gross loans and leases grew to $1.04 billion as of March 31, 2001.  This is an
increase of $90.9 million, or 9.61%, from the $945.5 million in gross loans and leases on March 31, 2000.

Earnings for the first quarter of 2001 were $8.81 million.  This represented an increase of $953,000, or 12.13%, when compared with
earnings of $7.86 million for the first quarter of 2000.  This produced a return on beginning equity of 18.94%, a return on average
equity of 18.37% and a return on average assets of 1.58%. CVB Financial Corp. paid a $0.14 dividend in April 2001 representing an
increase of $0.02, or 17%, over the previous quarter dividend of $0.12.

Information regarding CVB Financial Corp. (CVBF) common stock can be obtained through
         Frank Doyle, Keefe, Bruyette  Wood,  212-323-8450
         Lisa Gallo and Dave Bonaccorso, Hoefer  Arnett, Inc., 415-362-7111
         Greg Madding, Dain Rauscher, Inc., 415-633-8576

For more information about Citizens Business Bank visit our website at www.cbbank.com.
                                                                       --------------

This press release contains statements which constitute forward-looking statements (within the meaning of the Private Securities
Litigation Reform Act of 1995) that involve risks and uncertainties.  Actual results may differ materially from the results discussed
in these forward-looking statements. Such factors which may affect these forward looking statements include a decision by NASDAQ or
the Company to delay the listing of its common stock on the NASDAQ National Market.  In addition, the Company details certain other
factors which may affect results in its periodic reports, including its Annual Report or Form 10-k for the fiscal year ended December
31, 2000, and the risk factors set forth therein.