8-K

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 22, 2008

M&F BANCORP, INC.

(Exact Name of Registrant as specified in its charter)

North Carolina	000-27307	56-1980549
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

2634 Durham-Chapel Hill Boulevard, Durham, North Carolina 27707

(Address of principal executive offices)

Registrant’s telephone number, including area code (919) 683-1521

Not Applicable

(Former address of principal executive offices)

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. below):

[ ] 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 8.01 – OTHER EVENTS

The Board of Directors of M&F Bancorp, Inc. (the “Company”) has approved a regular cash dividend of $0.05 per share for the fourth quarter of 2008. The dividend is payable on January 9, 2009 to shareholders of record as of the close of business on January 2, 2009.  A copy of the Company’s press release making this announcement is attached as Exhibit 99.1 and incorporated by reference into this Item 8.01.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
99.1	Press Release dated December 22, 2008.

 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.

M&F BANCORP, INC.
By:	/s/ Kim D. Saunders
	Kim D. Saunders
	President and Chief Executive Officer

Dated: December 22, 2008

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release dated December 22, 2008.

EX-99.1

FOR IMMEDIATE RELEASE                                                                                                           

Contact:

Lyn Hittle

December 22, 2008                                                                                               

(919) 687-7800, ext. 547

(919) 687-7821 fax

lyn.hittle@mfbonline.com

M&F BANCORP, INC. DECLARES DIVIDEND FOR 4th QUARTER

Durham, NC -- (December 22, 2008)– M&F Bancorp, Inc. (OTCBB: MFBP) a bank holding company headquartered in Durham, NC, today announced that its Board of Directors approved a five-cent ($0.05) per share quarterly dividend. Each shareholder of record as of the close of business on January 2, 2009 is entitled to receive $0.05 for each share of common stock held at the close of business on this date. The payment date is Friday, January 9, 2009.

James A. Stewart, Chairman of the Board, stated “The Board of Directors of M&F Bancorp is extremely proud of the legacy of the century old bank.  Since June of 1997, the Company has paid consecutive quarterly dividends to its shareholders, prior to which it paid semiannual dividends continuously from 1991. The Company is committed to serving the interests of its shareholders, customers, communities, and its employees.  In these challenging economic times, we are delighted that Mechanics and Farmers Bank (“M&F Bank”), continues to be a vital presence in the Raleigh, Durham, Greensboro, Winston Salem, and Charlotte areas.”

M&F Bancorp, Inc., a bank holding company with assets of approximately $274.0 million as of September 30, 2008, is the parent company of M&F Bank which has nine banking centers: Durham (3), Raleigh (2), Piedmont-Triad (2), and Charlotte (2). The Company's common stock is quoted in the over-the-counter market through the OTC Bulletin Board under the symbol "MFBP." For additional information contact M&F Bank Corporate Headquarters, 2634 Durham Chapel Hill Blvd., Durham, North Carolina at 919-687-7800, or visit www.mfbonline.com.

This release contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Company and M&F Bank.  These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management of the Company and M&F Bank and on the information available to management at the time that these disclosures were prepared. These statements can be identified by the use of words like “expect,” “anticipate,” “estimate” and “believe,” variations of these words and other similar expressions.  Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Neither the Company nor M&F Bank undertakes an obligation to update any forward-looking statements.  Additional information is detailed in the Company’s filings with the Securities and Exchange Commission, and is available at www.sec.gov.

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