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, 2005

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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 23, 2005, M&F Bancorp, Inc. (the “Company”) and its wholly owned bank subsidiary, Mechanics and Farmers Bank (the “Bank”), Durham, North Carolina, entered into an agreement to amend the Employment Agreement dated May 9, 2005 with Mr. Ronald Wiley.

The amendment to the agreement provides the Company with the alternative, in the discretion of its Board of Directors, to make cash payments to Mr. Wiley in lieu of certain stock grant awards set forth in the Employment Agreement. In addition, the amendment provides that to the extent that any sums paid by M&F to Executive pursuant to the amended provisions are treated as taxable income to Executive under North Carolina or federal income taxes, M&F will pay additional cash compensation to Executive sufficient to reimburse Executive for the additional tax expense.

A copy of the amendment to Mr. Wiley’s Employment Agreement is attached hereto as Exhibit 10.1.

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 third quarter of 2005. The dividend is payable October 14, 2005 to shareholders of record on October 7, 2005. 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 Number	Description of Exhibit
10.1	First Amendment to Employment Agreement between M&F Bancorp, Inc., Mechanics and Farmers Bank and Ronald Wiley dated September 23, 2005
99.1	Press Release dated September 27, 2005

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/ Allan E. Sturges
	Allan E. Sturges
	Acting Chief Financial Officer

Dated: September 27, 2005

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	First Amendment to Employment Agreement between M&F Bancorp, Inc., Mechanics and Farmers Bank and Ronald Wiley dated September 23, 2005
99.1	Press Release dated September 27, 2005

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”) to the Employment Agreement dated May 9, 2005 (the “Employment Agreement”) is made by and between M&F Bancorp, Inc. (“M&F”), Mechanics and Farmers Bank (“Bank”) and Ronald Wiley (“Executive”) this 23^rd day of September, 2005.

WHEREAS, the parties previously entered into the Employment Agreement; and

WHEREAS, by mutual agreement, the parties desire to amend Schedule A of the Employment Agreement to provide for additional compensation to Executive to cover tax liability he will incur as a result of certain payments therein;

NOW, THEREFORE, in consideration of the mutual agreements hereinafter contained, M&F, the Bank and Executive agree as follows:

1. Schedule A of the Employment Agreement is hereby amended as follows:

a. The following additional language shall be added to Paragraph 3 of Schedule A:

In the alternative, the M&F Board of Directors may elect, in its sole discretion, to pay Executive the sum of $5,000.00 for the Executive to use to acquire shares of common stock of M&F in lieu of the stock grant described above. To the extent that any sums paid by M&F to Executive pursuant to this Paragraph 3 are treated as taxable income to Executive under North Carolina or federal income taxes, M&F will pay additional cash compensation to Executive sufficient to reimburse Executive for the additional tax expense.

b. The following additional language shall be added to Paragraph 5 of Schedule A:

In the alternative, the M&F Board of Directors may elect, in its sole discretion, to pay Executive the sum of $20,000.00 in equal installments over a four-year period of continuous employment, for Executive to use to acquire shares of common stock of M&F in lieu of the stock grant described above. To the extent that any sums paid by M&F to Executive pursuant to this Paragraph 5 are treated as taxable income to the Executive under North Carolina or federal income taxes, M&F will pay additional cash compensation to Executive sufficient to reimburse Executive for the additional tax expense.

2. All other provisions of the Employment Agreement not modified herein shall continue in full force and effect.

Agreed, this the 23^rd day of September, 2005.

EXECUTIVE
/s/ Ronald Wiley
Ronald Wiley
M&F BANCORP, INC.
By:	/s/ Maceo K. Sloan
	Maceo K. Sloan
	Chairman of the Board of Directors
MECHANICS AND FARMERS BANK
By:	/s/ Aaron L. Spaulding
	Aaron L. Spaulding
	Chairman of the Board of Directors

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT:	Allan Sturges
September 27, 2005		(919) 683-1521, ext. 887
		(919) 687-7807 Fax

allan.sturges@mfbonline.com

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

Durham, NC — (September 27, 2005) M&F Bancorp, Inc. announced its Board of Directors approved a five cent ($.05) per share quarterly dividend. Each shareholder of record at the close of business on October 7, 2005 is entitled to receive $.05 for each share of stock on the record date. The payment date is Friday, October 14, 2005.

M&F Bancorp, Inc., a one-bank holding company with assets of approximately $229.0 million as of June 30, 2005, is the parent company of M&F Bank. 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 Bancorp Corporate Headquarters, 2634 Durham Chapel Hill Blvd., Durham, NC at 919-683-1521, or visit www.mfbonline.com.

This release contains certain forward-looking statements with respect to the financial condition, results of operations and business of M&F Bancorp, Inc. and Mechanics and Farmers Bank. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management of the Company and the 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 the Bank undertakes an obligation to update any forward-looking statements. Additional information is detailed in M&F Bancorp, Inc.’s filings with the Securities and Exchange Commission.