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 16, 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; APPOINTMENT OF PRINCIPAL OFFICERS.

(b) and (d)

On December 17, 2008, M&F Bancorp, Inc. (the “Company”), the parent company of Mechanics and Farmers Bank (“M&F Bank”) announced that Maceo K. Sloan has resigned as a director and as Chairman of the Board of Directors of the Company (the “Board”), and as a director of the Board of Directors of M&F Bank. Mr. Sloan’s resignation was not the result of any disagreement between the Company and Mr. Sloan concerning any matters relating to the Company’s operations, policies or practices.

The Company also announced that on December 16, 2008, the Board elected James A. Stewart, Chairman of M&F Bank to serve as a director and Chairman of the Company. Mr. Stewart is expected to be named to serve on the Strategic Issues and Planning Committee, Compensation Committee and the Corporate Governance and Nominating Committee. A copy of the Company’s press release making these announcements is attached as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

Item 9.01 - Financial Statements and Exhibits

(c) Exhibits.

The following exhibit is filed herewith:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
99.1	Press Release dated December 17, 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 17, 2008

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release dated December 17, 2008.

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE – December 17, 2008

Contact:
Lyn Hittle	919.536-7547
Kim Saunders	919-687-7800 ext 816

M&F Bancorp, Inc. Announces Resignation of Director and appointment of new Director and Board Chair

DURHAM, N.C. December 17, 2008 – M&F Bancorp, Inc. (OTCBB: MFBP), the parent company of Mechanics and Farmers Bank (“M&F Bank”), today reported that Mr. Maceo K. Sloan, Chairman of the Board of Directors has tendered his resignation from M&F Bancorp’s Board and the Board of M&F Bank. Mr. Sloan has been appointed Chairman of the College Retirement Equities Fund (“CREF”) Board of Trustees, and has indicated that the time commitments for that position and his own firm’s clients, will not allow him to fulfill his commitment to M&F Bancorp and M&F Bank. Mr. Sloan is currently Chairman, CEO and CIO of NCM Capital, an investment management company headquartered in Durham, NC. Mr. Sloan serves as a director of SCANA Corporation, and has been a trustee of CREF-College Retirement Equities Fund since 1991 and TIAA-CREF Mutual Funds, which are investment companies subject to the reporting requirements of the Securities Exchange Act of 1934. Mr. Sloan has served on the Board of Directors of M&F Bancorp since 2000, and on the Board of Directors of M&F Bank from 1980 to 2001, and since June 2005.

In a statement, Mr. Sloan said, “The Bank is well-positioned under the capable leadership of Kim Saunders, its current President and CEO, and I wish M&F Bank continued success for years to come.”

Kim Saunders, President and CEO of M&F Bancorp and M&F Bank, upon receiving Mr. Sloan’s resignation, stated “Mr. Sloan has served the Bank and Holding Company faithfully for many years. His dedication and wisdom have contributed greatly to the legacy of this century old historic institution. On behalf of the Boards, I wish to express our gratitude and appreciation to Mr. Sloan and we know that CREF will continue to be well served by Mr. Sloan in the years to come.”

Mr. James A. Stewart, Chairman of the Board of M&F Bank, has been appointed to replace Mr. Sloan as a director of M&F Bancorp until the next election of directors at the annual meeting of the shareholders, and will also serve as Chairman. Mr. Stewart has served on the Bank board since 2002 and has been the Chairman of M&F Bank since 2006. Mr. Stewart has served in a number of Board and Committee positions with M&F Bank, including Vice Chair of the Board, and member of the Personnel, Board ALCO, Information Systems and Executive Committees. He has been an active participant in the Triangle community, serving as a member of the Durham Workforce Development Board and its Finance Committee, on the Parrish Street Redevelopment Advocacy Group and its Economic Development Committee, on the Advisory Board of the Durham YMCA, on the board of directors of the YMCA of the Triangle and its Endowment Committee, as co-chair of the Triangle United Way African American Leadership Initiative, as

Chairman of the Triangle Community Foundation Real Estate Board, as a Trustee of Barber-Scotia College, as Chair of the Chancellor’s African-American Advisory Council of N.C. State University, and as Chair of the Trustee Ministry of White Rock Baptist Church.

Mr. Stewart is the principal of Stewart Commercial, a commercial real estate firm. He is a member of the National Association of Corporate Directors, a member of the National Association of REALTORS^® and its subsidiary, the Commercial Investments Real Estate Institute, and a member of the Greater Durham Chamber of Commerce.

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 Mechanics and Farmers Bank. The Company’s common stock is quoted in the over-the-counter market through the OTC Bulletin Board under the symbol “MFBP.” Mechanics and Farmers Bank has nine banking centers: Raleigh (2), Durham (3), Piedmont-Triad (2), and Charlotte (2). 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.