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 8.01 OTHER EVENTS.

The Board of Directors of M&F Bancorp, Inc. (the “Company”), has approved a regular cash dividend of $0.10 per share for the third quarter of 2004. The dividend is payable October 11, 2004 to shareholders of record on October 4, 2004. 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	Quarterly Dividend Press Release dated September 27, 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/ Lee Johnson, Jr.
	Lee Johnson, Jr.
	President/Chief Executive Officer

Dated: September 27, 2004

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release dated September 27, 2004

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT:	Fohliette Becote
September 27, 2004		(919) 687-7835
		(919) 687-7821 fax
		fohliette.becote@mfbonline.com

M&F BANCORP, INC. DECLARES 3rd QUARTER DIVIDEND

Durham, NC — (September 27, 2004) — M&F Bancorp, Inc. announced that its Board of Directors approved a ten cent ($.10) per share quarterly dividend. Each shareholder of record at the close of business on October 4, 2004 is entitled to receive $.10 for each share of stock on the record date. The payment date is Monday, October 11, 2004.

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 (M&F 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 Bank Corporate Headquarters, 2634 Durham-Chapel Hill Blvd., Durham, NC or visit 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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