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): December 29, 2004

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

California
(State or other jurisdiction of
incorporation or organization)
0-10140
(Commission file number)

95-3629339
(I.R.S. employer
identification number)

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)

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 (See General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))


Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year

        On December 29, 2004, CVB Financial Corp. filed an amendment to its articles of incorporation to effect a five-for-four stock split of its common stock and proportionate increase in its authorized shares of common stock. A copy of the amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

        The amendment resulted in an increase in the Company’s total authorized capitalization to 117,656,250 shares of stock, of which 97,656,250 shall be common stock. Prior to the amendment the Company was authorized to issue 98,125,000 shares of stock of which 78,125,000 shares were common stock.

Item 9.01 Financial Statements and Exhibits

Exhibit 3.1 Amendment to the Articles of Incorporation


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.

Date: December 29, 2004





CVB FINANCIAL CORP.
By: /s/ Edward J. Biebrich Jr.
Edward J. Biebrich Jr.,
Executive Vice President and
Chief Financial Officer