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): June 1, 2006

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

M & F Bancorp, Inc. (the “Registrant”), the parent company of Mechanics and Farmers Bank (the “Bank”), issued a press release announcing its unaudited results of operations and financial condition for the three month period ended and as of, respectively, March 31, 2006. At the same time, the unaudited results of operations and financial condition for the Bank for the same period were announced in a separate press release.

The press releases are furnished as Exhibit Nos. 99.1 and 99.2, and are incorporated herein by reference.

EXHIBIT INDEX

The following exhibit is filed herewith:

Exhibit 99.1 Press Release issued June 1, 2006

Exhibit 99.2 Press Release issued June 1, 2006

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. (Registrant)
By:	/s/ Jonathan Sears Woodall
	Jonathan Sears Woodall
	Chief Financial Officer

Dated: June 1, 2006

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release dated June 1, 2006
99.2	Press Release dated June 1, 2006

EX-99.1

Exhibit 99.1

For Immediate Release	Contact:	Jonathan Sears Woodall
June 1, 2006		919-687-7835
		919-687-7821 Fax
		jon.woodall@mfbonline.com

M&F BANCORP, INC. ANNOUNCES FIRST QUARTER RESULTS

DURHAM, NC — (JUNE 1, 2006) M&F BANCORP, INC., a bank holding company whose wholly-owned subsidiary is Mechanics and Farmers Bank (M&F Bank), reported net income in the first quarter of 2006 of $669,000 or $0.39 per diluted share, versus a net loss of $16,000, or $.01 per diluted share, in the first quarter of 2005. The improved results for the first quarter of 2006 are primarily due to an increase in net interest income, certain significant loans being upgraded with respect to asset quality, an increase in non-interest income and a decrease in non-interest expenses, net of the associated impact of income taxes.

Net interest income rose 12.8% to $2.552 million in the first quarter of 2006, versus $2.262 million in the first quarter of 2005, primarily due to an increase in net interest-bearing assets of $5.466 million, while the net interest rate spread decreased only slightly to 4.06% from 4.10%. In terms of asset quality, the effects of upgrading certain loans during the first quarter of 2006 that had become classified in the respective period for 2005 resulted in a credit to the income statement of $ ..201 million in 2006 as opposed to a charge of $ .233 million in 2005. In addition, non-interest income rose 20.1% to $ .627 million in the first quarter of 2006 from $ .522 million in the year-ago quarter. Non-interest expense decreased by $ .132 million, or 5.1%, to $2.451 million for the quarter ended March 31, 2006. The provision of income taxes increased by $ .276 million to $ .260 million for the three-month period ended March 31, 2006, resulting in an effective tax rate of 28.0%.

Total assets decreased by $6.712 million to $239.103 million as of March 31, 2006 from $245.815 million as of March 31, 2005, with deposits decreasing 3.49% to $196.634 million as of March 31, 2006 from $203.752 million as of March 31, 2005. Net loans decreased to $163.248 million as of March 31, 2006 from $165.228 million as of March 31, 2005. As of the end of the first quarter of 2006, shareholders’ equity increased to $20.870 million, or $12.28 per diluted share, which represented an equity-to-assets ratio of 8.73%.

Non-performing assets, including non-accrual loans, accruing loans more than 90 days past due, foreclosed assets and restructured loans, were $2.737 million as of March 31, 2006, or 1.14% of assets, versus $5.781 million or 2.35% of assets as of December 31, 2005. The allowance for loan losses was $2.679 million as of March 31, 2006 versus $2.921 million as of December 31, 2005.

Commenting on the results, Ron Wiley, president and Chief Executive Officer, stated, “Over the last ten months we’ve focused on strengthening the fundamentals, and have made strategic decisions to position the Company for long-term growth and profitability. It’s gratifying to see the first quarter’s results beginning to reflect the efforts of our team.”

M&F Bancorp, Inc., (the “Company”) a one-bank holding company with assets of approximately $239 million as of March 31, 2006, 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 OTC Bulletin Board under the symbol “MFBP” or “MFBP.OB”. For additional information, contact M&F Bancorp, Inc. Corporate Headquarters, 2634 Durham Chapel Hill Blvd., Durham, NC 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 M&F Bancorp, Inc. 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 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, including details of some of the factors that could affect the accuracy of forward-looking statements, is detailed in M&F Bancorp, Inc.’s filings with the Securities and Exchange Commission, which are available at www.sec.gov or www.mfbonline.com.

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE	CONTACT:	Lucera Blount Parker
June 1, 2006		(919) 687-7802
		(919) 687-7821 Fax

lucera.parker@mfbonline.com

M&F Bank Discloses 1^st Quarter Results, Looks Ahead

CEO says community bank is healthy, profitable and planning for the future

DURHAM (June 1, 2006) – Mechanics and Farmers Bank (M&F Bank) reported net income in the first quarter of 2006 of $754.940 million. Robust earnings were attributable to growth in net interest income, reduced noninterest expense, increased noninterest income and improved asset quality. Total assets as of March 31, 2006 were $238.971 million. Net interest income was $2.552 million. Nonaccrual loans were $1.861 million, or 1.11% of total loans, compared to the Uniform Bank Performance Report (UBPR) peer group average of .42%. The allowance for loan losses was $2.679 million, or 1.16% of average assets, compared to the peer group average of .81%. As of March 31, 2006, net loans were $163.248 million; total deposits were $196.682 million. The Bank has been classified as being “well capitalized,” with $20.958 million in regulatory capital as of March 31, 2006.

Commenting on the results, Ron Wiley, president and CEO stated, “At this point we’re on a very positive track, outperforming the independent analyst’s estimate for 2006¹, we’re healthy, profitable and planning for the future. Last year, we sharpened our focus on the fundamentals, and it’s gratifying to see that our efforts are beginning to manifest in the results. Managing profitable growth begins with the basics, and that includes ensuring customers’ experience with us is superior at every level. That has to be at the core of everything we do every day.”

Wiley stated that enhancing the ability to deliver superior service at every customer touchpoint was the catalyst for the Bank’s recent decision to upgrade its core operating system. “This is a significant undertaking for any financial institution, maybe especially so for a community bank. But it’s necessary because it will enable us to realign resources to enhance service delivery, and again, that’s the basis of the decision. I can’t overemphasize that point.”

Building on this foundation, Wiley says the Bank is considering upgrading and expanding facilities, refining its product and service offering, and other growth opportunities within and outside the Bank’s current footprint. The Bank recently added

¹ EquityResearch Services, www.equityresearch.com, 919.876.8868.

Saturday hours at select Triangle-area branches and is considering expanding service hours in its other markets. In addition, M&F Bank, one of only a few North Carolina banks designated as a Community Development Financial Institution, intends to “vigorously pursue partnerships with the corporate community to support economic development in our markets,” said Wiley, who is certified as an Economic Development Professional by the National Development Council.

M&F Bank, a state-chartered commercial bank, has operated continuously and profitably since 1908. The Bank’s mission is to meet the financial services needs of the communities it serves, promote personal and community development, and to provide quality service to all while continuing its tradition of serving those who historically have been underserved. M&F Bank is the wholly-owned subsidiary of M&F Bancorp, Inc. (the Company), a one-bank holding company headquartered in Durham, NC, with assets of approximately $239.0 million as of March 31, 2006. The Company’s common stock is quoted in the over-the-counter market through the OTC Bulletin Board under the symbol “MFBP” or “MFBP.OB” For additional information contact M&F Bank Corporate Center, 2634 Durham Chapel Hill Blvd., Durham, NC 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 M&F Bancorp, Inc. 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 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, including details of some of the factors that could affect the accuracy of forward-looking statements, is detailed in M&F Bancorp, Inc.’s filings with the Securities and Exchange Commission, which are available at www.sec.gov or www.mfbonline.com.

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