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) September 23, 2004

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 5.02. DEPARTURE OF DIRECTORS AND PRINCIPAL OFFICERS.

On September 23, 2004, M&F Bancorp, Inc. (the “Company”), the parent company of Mechanics and Farmers Bank, Durham, North Carolina, announced that Mr. Lee Johnson, Jr. has indicated his plans to retire as President and Chief Executive Officer of Mechanics and Farmers Bank and President and Chief Executive Officer of the Company on or before June 30, 2006. A copy of the Company’s press release making this announcement is attached as Exhibit 99.1 and incorporated by reference into this Item 5.02.

ITEM 7.01. REGULATION FD DISCLOSURE.

On September 23,2004, M&F Bancorp, Inc. also announced that the Company has engaged Korn/Ferry to conduct an executive search for the position of chief executive officer. A copy of the press release (the “Press Release”) announcing the search is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.

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 September 23, 2004

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/ Fohliette W. Becote
	Fohliette W. Becote
	Corporate Sectary/Treasurer

Dated: September 23, 2004

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release dated September 23, 2004

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT:	Benjamin S. Ruffin
September 23, 2004		(336) 725-1311
		(336) 725-1313 Fax
		ruffinb16@prodigy.net

M&F BANCORP, INC. ANNOUNCES ENGAGEMENT WITH KORN/FERRY

Durham, NC — (September 23, 2004) M&F Bancorp, Inc. announced today that, its Board of Directors has engaged Korn/Ferry International to conduct an executive search for the position of chief executive officer of the holding company. Mr. Lee Johnson, Jr. has announced his plans to retire as President and Chief Executive Officer of Mechanics and Farmers Bank and President and Chief Executive Officer of M&F Bancorp, Inc. on or before June 30, 2006.

Mr. Benjamin S. Ruffin, Chairman of the Board of M&F Bancorp, Inc. commented, “this is a logical step in strengthening the succession plan. This will ensure that we will always have a strong management team and that future transitions will be relatively seamless”.

M&F Bancorp, Inc., a one-bank holding company with assets of approximately $219.0 million as of June 30, 2004, is the parent company of Mechanics and Farmers Bank. The Company’s common stock is quoted in the over-the-counter market through the National Daily Quotation System (“pink sheets”) published by the National Quotation Bureau, Inc. under the symbol “MFBP.” For additional information contact M&F Bancorp Corporate Headquarters, 2634 Durham-Chapel Hill Blvd., Durham, NC or visit http://www.mfbonline.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this news release looking forward in time involve risks and uncertainties, including regulatory approvals, completion of the due diligence process, success of acquiring new locations and integrating newly acquired branches, additional expansion opportunities, the effect of changing economic conditions, product demand, changes in the regulatory environment, and other risk factors detailed in M&F Bancorp’s Securities and Exchange Commission filings.

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