<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                          Commission file number 027307

                                M&F BANCORP, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

           NORTH CAROLINA                                 56-1980549
   -------------------------------          ------------------------------------
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)

           2634 Chapel Hill Blvd.
           Durham, North Carolina                          27707-2800
  ----------------------------------------                 ----------
  (Address of Principal Executive Offices)                 (Zip Code)

                                 (919) 683-1521
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

     Securities to be Registered Pursuant to Section 12(b) of the Act: None

        Securities to be Registered Pursuant to Section 12(g) of the Act:

                           Common Stock, no par value
                           --------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No[ ]

Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-KSB. [X]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing. $10,543,716 based on the closing
price of such common stock on February 24, 2003, which was $12.51 per share.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. 842,823 shares of common stock,
outstanding at March 15, 2003.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report of M&F Bancorp, Inc. for the year ended December
31, 2002 (the "Annual Report") are incorporated by reference into Part I, Part
II and Part IV.

Portions of the Proxy Statement for the 2002 Annual Meeting of Stockholders of
M&F Bancorp, Inc. to be held on May 13, 2003 (the "Proxy Statement"), are
incorporated by reference into Part III.


This report contains certain forward-looking statements with respect to the
financial condition, results of operations and business of the Company. These
forward-looking statements involve risks and uncertainties and are based on the
beliefs and assumptions of management of the Company 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. Factors that could
cause actual results to differ materially include, but are not limited to, (1)
competition in the Bank's markets, (2) changes in the interest rate environment,
(3) general national, regional or local economic conditions may be less
favorable than expected, resulting in, among other things, a deterioration in
credit quality and the possible impairment of collectibility of loans, (4)
legislative or regulatory changes, including changes in accounting standards,
(5) significant changes in the federal and state legal and regulatory
environment and tax laws, (6) the impact of changes in monetary and fiscal
policies, laws, rules and regulations and (7) other risks and factors identified
in the Company's other filings with the Securities and Exchange Commission. The
Company undertakes no obligation to update any forward-looking statements.

                                        2

<PAGE>

                                     PART I

ITEM 1.        DESCRIPTION OF BUSINESS

GENERAL

        M&F Bancorp, Inc. (the "Company") was formed in 1999 to serve as the
holding company for Mechanics and Farmers Bank (the "Bank"). The Company is a
bank holding company registered with the Board of Governors of the Federal
Reserve System (the "Federal Reserve") under the Bank Holding Company Act of
1956, as amended (the "BHCA"). The Company's sole activity consists of owning
the Bank. The Company's principal source of income is any dividends which are
declared and paid by the Bank on its capital stock.

        The Bank is a North Carolina-chartered bank and began operations in
1908. It is engaged primarily in the business of attracting deposits from the
general public and using such deposits, together with other funds, to make
consumer and commercial loans. The Bank makes secured personal, automobile, home
improvement, residential mortgage, commercial real estate, construction and
commercial loans. The Bank also makes some unsecured consumer loans. The Bank's
primary source of revenue is interest income from its lending activities. The
Bank's other major sources of revenue are interest and dividend income from
investments, interest income from its interest-bearing investments with other
depository institutions and fee income from its lending and deposit activities.
The major expenses of the Bank are interest on deposits and general and
administrative expenses such as salaries, employee benefits, federal deposit
insurance premiums and branch occupancy and related expenses.

        As a North Carolina-chartered bank, the Bank is subject to examination
and regulation by the Federal Deposit Insurance Corporation (the "FDIC") and the
Commissioner of Banks, North Carolina Department of Commerce (the
"Commissioner"). The Bank is further subject to certain regulations of the
Federal Reserve governing reserves required to be maintained against deposits
and other matters. The business and regulation of the Company and the Bank are
also subject to legislative changes from time to time. See "SUPERVISION AND
REGULATION."

        The Company has no operations and conducts no business of its own other
than owning the Bank. Accordingly, the discussion of the business which follows
concerns the business conducted by the Bank, unless otherwise indicated.

MARKET AREA

        The Bank has three offices in Durham, North Carolina, two offices in
Raleigh, North Carolina, two offices in Charlotte, North Carolina, and one
office in Winston-Salem, North Carolina. All offices are located in metropolitan
areas with employment spread primarily among service, manufacturing and
governmental activities. All offices are located in areas of high competition
among financial service providers. As of June 30, 2002, Durham had 12 commercial
banks, and the Bank ranked 6th in deposit size. Raleigh had 20 commercial banks,
and the Bank ranked 15th in deposit size. The Bank ranked 15th in deposit size
out of 18 commercial banks in Charlotte. There were 12 commercial banks in
Winston-Salem, and the Bank ranked 11th in deposit size.

                                        3

<PAGE>

LENDING ACTIVITIES

        General. The Bank's primary source of revenue is interest and fee income
from its lending activities, consisting primarily of automobile, home equity,
home improvement, personal, residential mortgage, commercial real estate,
construction and commercial loans. The Bank also offers both personal and
commercial overdraft protection in connection with its checking accounts. As of
December 31, 2002, approximately 90.4% of the Bank's loan portfolio was secured
by real property, 7.2% was secured by personal property, and 2.4% was unsecured.
On December 31, 2002, the largest amount the Bank had outstanding to any one
borrower and its affiliates was approximately $2.9 million. In addition to
interest earned on loans, the Bank receives fees in connection with loan
originations, loan modifications, late payments, loan assumptions and other
miscellaneous services.

        Loan Portfolio Composition. The Bank's consolidated gross loan portfolio
totaled approximately $140.7 million at December 31, 2002 representing 75.1% of
the Bank's total assets. At December 31, 2002, approximately 20.2% of the Bank's
gross loan portfolio was composed of adjustable rate loans, and approximately
79.8% of the Bank's gross loan portfolio was composed of fixed rate loans. At
December 31, 2002, approximately $7.9 million, or 5.6%, of the Bank's gross loan
portfolio was composed of consumer loans. On such date, approximately $75.2
million, or 53.4 %, of the Bank's gross loan portfolio was composed of
commercial loans and approximately $57.6 million, or 41.0 %, consisted of real
estate loans.

        Origination, Purchase and Sale of Loans. Residential mortgage loans
generally are originated in conformity with purchase requirements of the Federal
National Mortgage Association. Accordingly, the Bank believes such loans are
saleable in the secondary market. However, the Bank did not purchase or sell any
loans in fiscal 2002 or 2001.

        Asset Classification. Applicable regulations require each insured
institution to "classify" its own assets on a regular basis. In addition, in
connection with examinations of financial institutions, regulatory examiners
have authority to identify problem assets and, if appropriate, classify them.
Problem assets are classified as "substandard," "doubtful" or "loss," depending
on the presence of certain characteristics as discussed below.

        An asset is considered "substandard" if not adequately protected by the
current net worth and paying capacity of the obligor or the collateral pledged,
if any. "Substandard" assets include those characterized by the "distinct
possibility" that the insured institution will sustain "some loss" if the
deficiencies are not corrected. Assets classified as "doubtful" have all of the
weaknesses inherent in those classified "substandard" with the added
characteristic that the weaknesses present make "collection or liquidation in
full," on the basis of currently existing facts, conditions, and values, "highly
questionable and improbable." Assets classified "loss" are those considered
"uncollectible" and of such little value that their continuance as assets
without the establishment of a loss reserve is not warranted.

        As of December 31, 2002, the Bank had approximately $2.17 million of
loans classified as "substandard," $92,600 of loans classified as "doubtful,"
and $64,300 loans classified as "loss." Total classified assets as of December
31, 2002 and 2001 were approximately $2.3 million and $2.5 million,
respectively.

        In connection with the filing of periodic reports with regulatory
agencies, the Bank reports any assets which possess credit deficiencies or
potential weaknesses deserving close attention by management. These assets may
be considered "special mention" assets and do not yet warrant adverse
classification. At December 31, 2002, the Bank had approximately $4.9 million of
loans in the "special mention" category, as compared to $2.0 million at December
31, 2001.

        When an insured institution classifies problem assets as either
substandard or doubtful, it is required to establish general allowances for loan
losses in an amount deemed prudent by management. These allowances represent
loss allowances which have been established to recognize the inherent risks
associated with lending activities and the risks associated with particular
problem assets. When an insured institution classifies problem assets as "loss,"
it charges off the balance of the asset. The Bank's determination as to the
classification of its assets and the amount of its valuation allowances is
subject to review by the FDIC and the Commissioner which can order the
establishment of additional loss allowances.

                                        4

<PAGE>

        Allowance for Loan Losses. In originating loans, the Bank recognizes
that credit losses will be experienced and that the risk of loss will vary with,
among other things, the type of loan being made, the creditworthiness of the
borrower over the term of the loan and, in the case of a secured loan, the
quality of the security for the loan as well as general economic conditions. It
is management's policy to maintain an adequate allowance for loan losses based
on, among other things, the Bank's historical loan loss experience, evaluation
of economic conditions and regular review of delinquencies and loan portfolio
quality. Specific allowances are provided for individual loans when ultimate
collection is considered questionable by management after reviewing the current
status of loans which are contractually past due and considering the net
realizable value of the security for the loans.

        Management actively monitors the Bank's asset quality, charges off loans
against the allowance for loan losses when appropriate and provides specific
loss reserves when necessary. Although management believes it uses the best
information available to make determinations with respect to the allowance for
loan losses, future adjustments may be necessary if economic conditions differ
substantially from the economic conditions in the assumptions used in making the
initial determinations.

INVESTMENTS

        Interest income from investment securities generally provides a
significant source of income to the Bank. In addition, the Bank receives
interest income from interest on federal funds invested overnight with other
financial institutions.

        On December 31, 2002, the Bank's investment securities portfolio totaled
approximately $30.5 million and consisted of U.S. Treasury and U.S. Government
agency securities, corporate bonds, obligations of states and political
subdivisions and equity securities.

        The Bank's investment strategy is intended, among other things, to (i)
provide and maintain liquidity, (ii) maintain a balance of high quality,
diversified investments to minimize risk, (iii) maximize returns, and (iv)
manage interest rate risk. In terms of priorities, safety is considered more
important than liquidity or return on investment. The Bank does not engage in
hedging activities.

DEPOSITS AND BORROWINGS

        General. Deposits are the primary source of the Bank's funds for lending
and other investment purposes. In addition to deposits, the Bank derives funds
from loan principal repayments, interest payments, investment income, interest
from its Fed funds deposits, and otherwise from its operations. Loan repayments
are a relatively stable source of funds while deposit inflows and outflows may
be significantly influenced by general interest rates and money market
conditions. Borrowings may be used on a short-term basis to compensate for
reductions in the availability of funds from other sources. They may also be
used on a longer term basis for general business purposes.

        Deposits. In recent years, the Bank has experienced consistent deposit
growth. On December 31, 2002 and 2001, the Bank's deposits totaled approximately
$149.8 million and $135.4 million, respectively.

        The Bank attracts both short-term and long-term deposits from the
general public by offering a variety of accounts and rates. The Bank offers
savings accounts, interest-bearing and noninterest-bearing checking accounts,
and fixed interest rate certificates with varying maturities. All deposit flows
are greatly influenced by economic conditions, the general level of interest
rates, competition and other factors. The Bank's deposits traditionally have
been obtained primarily from its market areas. The Bank utilizes traditional
marketing methods to attract new customers and deposits, including print media
advertising and direct mailings. The Bank does not advertise for deposits
outside of its local market area and it has no brokered deposits.

                                        5

<PAGE>

SUBSIDIARIES

        The Bank's wholly-owned subsidiary, Realty Services, Inc. ("Realty
Services") was dissolved in May 2001, and all assets were transferred to the
Bank. Realty Services, a North Carolina corporation, acquired and managed
commercial properties for use as branch offices of the Bank. During the fiscal
years ended December 31, 2001 and 2000, Realty Services had net losses of $169
and $9,432, respectively. The financial statements of Realty Services were
consolidated with those of the Bank.

COMPETITION

        The Bank faces strong competition both in attracting deposits and making
loans. Its most direct competition for deposits has historically come from
savings institutions, credit unions and other commercial banks located in its
primary market area, including large financial institutions which have greater
financial and marketing resources available to them. The Bank has also faced
additional significant competition for investors' funds from short-term money
market securities and other corporate and government securities. The ability of
the Bank to attract and retain deposits depends on its ability to generally
provide a rate of return, liquidity and risk comparable to that offered by
competing investment opportunities. As of June 30, 2002, the Bank's market share
of the deposits in Durham, North Carolina was approximately 2.37%, and less than
one percent in Raleigh, Charlotte and Winston-Salem, North Carolina.

EMPLOYEES

        As of December 31, 2002, the Bank had 93 full-time equivalent employees.

SUPERVISION AND REGULATION

        Bank holding companies and commercial banks are extensively regulated
under both federal and state law. The following is a brief summary of certain
statutes and rules and regulations that affect or will affect the Company, the
Bank and any subsidiaries. This summary is qualified in its entirety by
reference to the particular statute and regulatory provisions referred to below
and is not intended to be an exhaustive description of the statutes or
regulations applicable to the business of the Company and the Bank. Supervision,
regulation and examination of the Company and the Bank by the regulatory
agencies are intended primarily for the protection of depositors rather than
shareholders of the Company. Statutes and regulations which contain wide-ranging
proposals for altering the structures, regulations and competitive relationship
of financial institutions are introduced regularly. The Company cannot predict
whether or in what form any proposed statute or regulation will be adopted or
the extent to which the business of the Company and the Bank may be affected by
such statute or regulation.

                                        6

<PAGE>

        General. There are a number of obligations and restrictions imposed on
bank holding companies and their depository institution subsidiaries by law and
regulatory policy that are designed to minimize potential loss to the depositors
of such depository institutions and the FDIC insurance funds in the event the
depository institution becomes in danger of default or in default. For example,
to avoid receivership of an insured depository institution subsidiary, a bank
holding company is required to guarantee the compliance of any insured
depository institution subsidiary that may become "undercapitalized" with the
terms of any capital restoration plan filed by such subsidiary with its
appropriate federal banking agency up to the lesser of (i) an amount equal to 5%
of the bank's total assets at the time the bank became undercapitalized or (ii)
the amount which is necessary (or would have been necessary) to bring the bank
into compliance with all acceptable capital standards as of the time the bank
fails to comply with such capital restoration plan. The Company, as a registered
bank holding company, is subject to the regulation of the Federal Reserve. Under
a policy of the Federal Reserve with respect to bank holding company operations,
a bank holding company is required to serve as a source of financial strength to
its subsidiary depository institutions and to commit resources to support such
institutions in circumstances where it might not do so absent such policy. The
Federal Reserve under the BHCA also has the authority to require a bank holding
company to terminate any activity or to relinquish control of a nonbank
subsidiary (other than a nonbank subsidiary of a bank) upon the Federal
Reserve's determination that such activity or control constitutes a serious risk
to the financial soundness and stability of any bank subsidiary of the bank
holding company.

        In addition, insured depository institutions under common control are
required to reimburse the FDIC for any loss suffered by its deposit insurance
funds as a result of the default of a commonly controlled insured depository
institution or for any assistance provided by the FDIC to a commonly controlled
insured depository institution in danger of default. The FDIC may decline to
enforce the cross-guarantee provisions if it determines that a waiver is in the
best interest of the deposit insurance funds. The FDIC's claim for damages is
superior to claims of stockholders of the insured depository institution or its
holding company but is subordinate to claims of depositors, secured creditors
and holders of subordinated debt (other than affiliates) of the commonly
controlled insured depository institutions.

        As a result of the Company's ownership of the Bank, the Company is also
registered under the bank holding company laws of North Carolina. Accordingly,
the Company is also subject to regulation and supervision by the Commissioner.

        Capital Adequacy Guidelines for Holding Companies. The Federal Reserve
has adopted capital adequacy guidelines for bank holding companies and banks
that are members of the Federal Reserve system and have consolidated assets of
$150 million or more. Bank holding companies subject to the Federal Reserve's
capital adequacy guidelines are required to comply with the Federal Reserve's
risk-based capital guidelines. Under these regulations, the minimum ratio of
total capital to risk-weighted assets is 8%. At least half of the total capital
is required to be "Tier I capital," principally consisting of common
stockholders' equity, noncumulative perpetual preferred stock, and a limited
amount of cumulative perpetual preferred stock, less certain goodwill items. The
remainder ("Tier II capital") may consist of a limited amount of subordinated
debt, certain hybrid capital instruments and other debt securities, perpetual
preferred stock, and a limited amount of the general loan loss allowance. In
addition to the risk-based capital guidelines, the Federal Reserve has adopted a
minimum Tier I capital (leverage) ratio, under which a bank holding company must
maintain a minimum level of Tier I capital to average total consolidated assets
of at least 3% in the case of a bank holding company which has the highest
regulatory examination rating and is not contemplating significant growth or
expansion. All other bank holding companies are expected to maintain a Tier I
capital (leverage) ratio of at least 1% to 2% above the stated minimum.

        Capital Requirements for the Bank. The Bank, as a North Carolina
commercial bank, is required to maintain a surplus account equal to 50% or more
of its paid-in capital stock. As a North Carolina chartered, FDIC-insured
commercial bank which is not a member of the Federal Reserve System, the Bank is
also subject to capital requirements imposed by the FDIC. Under the FDIC's
regulations, state nonmember banks that (a) receive the highest rating during
the examination process and (b) are not anticipating or experiencing any
significant growth, are required to maintain a minimum leverage ratio of 3% of
total consolidated assets; all other banks are required

                                        7

<PAGE>

to maintain a minimum ratio of 1% or 2% above the stated minimum, with a minimum
leverage ratio of not less than 4%. The Bank exceeded all applicable capital
requirements as of December 31, 2002.

        Dividend and Repurchase Limitations. The Company must obtain Federal
Reserve approval prior to repurchasing Common Stock in excess of 10% of its net
worth during any twelve-month period unless the Company (i) both before and
after the redemption satisfies capital requirements for "well capitalized" state
member banks; (ii) received a one or two rating in its last examination; and
(iii) is not the subject of any unresolved supervisory issues.

        Although the payment of dividends and repurchase of stock by the Company
are subject to certain requirements and limitations of North Carolina corporate
law, except as set forth in this paragraph, neither the Commissioner nor the
FDIC have promulgated any regulations specifically limiting the right of the
Company to pay dividends and repurchase shares. However, the ability of the
Company to pay dividends or repurchase shares may be dependent upon the
Company's receipt of dividends from the Bank.

        North Carolina commercial banks, such as the Bank, are subject to legal
limitations on the amounts of dividends they are permitted to pay. Dividends may
be paid by the Bank from undivided profits, which are determined by deducting
and charging certain items against actual profits, including any contributions
to surplus required by North Carolina law. Also, an insured depository
institution, such as the Bank, is prohibited from making capital distributions,
including the payment of dividends, if, after making such distribution, the
institution would become "undercapitalized" (as such term is defined in the
applicable law and regulations).

        Deposit Insurance Assessments. The Bank is subject to insurance
assessments imposed by the FDIC. Under current law, the insurance assessment to
be paid by members of the Bank Insurance Fund, such as the Bank, shall be as
specified in a schedule required to be issued by the FDIC. FDIC assessments for
deposit insurance range from 0 to 31 basis points per $100 of insured deposits,
depending on the institution's capital position and other supervisory factors.

        Federal Home Loan Bank System. The FHLB system provides a central credit
facility for member institutions. As a member of the FHLB of Atlanta, the Bank
is required to own capital stock in the FHLB of Atlanta in an amount at least
equal to the greater of 1% of the aggregate principal amount of its unpaid
residential mortgage loans, home purchase contracts and similar obligations at
the end of each calendar year, or 5% of its outstanding advances (borrowings)
from the FHLB of Atlanta. On December 31, 2002, the Bank was in compliance with
this requirement.

        Community Reinvestment. Under the Community Reinvestment Act ("CRA"), as
implemented by regulations of the FDIC, an insured institution has a continuing
and affirmative obligation consistent with its safe and sound operation to help
meet the credit needs of its entire community, including low and moderate income
neighborhoods. The CRA does not establish specific lending requirements or
programs for financial institutions, nor does it limit an institution's
discretion to develop, consistent with the CRA, the types of products and
services that it believes are best suited to its particular community. The CRA
requires the federal banking regulators, in connection with their examinations
of insured institutions, to assess the institutions' records of meeting the
credit needs of their communities, using the ratings of "outstanding,"
"satisfactory," "needs to improve," or "substantial noncompliance," and to take
that record into account in its evaluation of certain applications by those
institutions. All institutions are required to make public disclosure of their
CRA performance ratings. The Bank received a "outstanding " rating in its last
CRA examination which was conducted during December 1997.

        Prompt Corrective Action. The FDIC has broad powers to take corrective
action to resolve the problems of insured depository institutions. The extent of
these powers will depend upon whether the institution in question is "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," or "critically undercapitalized." Under the regulations, an
institution is considered "well capitalized" if it has (i) a total risk-based
capital ratio of 10% or greater, (ii) a Tier I risk-based capital ratio of 6% or
greater, (iii) a leverage ratio of 5% or greater and (iv) is not subject to any
order or written directive to meet and maintain a specific capital level

                                        8

<PAGE>

for any capital measure. An "adequately capitalized" institution is defined as
one that has (i) a total risk-based capital ratio of 8% or greater, (ii) a Tier
I risk-based capital ratio of 4% or greater and (iii) a leverage ratio of 4% or
greater (or 3% or greater in the case of an institution with the highest
examination rating). An institution is considered (A) "undercapitalized" if it
has (i) a total risk-based capital ratio of less than 8%, (ii) a Tier I
risk-based capital ratio of less than 4% or (iii) a leverage ratio of less than
4% (or 3% in the case of an institution with the highest examination rating);
(B) "significantly undercapitalized" if the institution has (i) a total
risk-based capital ratio of less than 6%, or (ii) a Tier I risk-based capital
ratio of less than 3% or (iii) a leverage ratio of less than 3% and (c)
"critically undercapitalized" if the institution has a ratio of tangible equity
to total assets equal to or less than 2%.

        Changes in Control. The BHCA prohibits the Company from acquiring direct
or indirect control of more than 5% of the outstanding voting stock or
substantially all of the assets of any bank or savings bank or merging or
consolidating with another bank holding company or savings bank holding company
without prior approval of the Federal Reserve. Similarly, Federal Reserve
approval (or, in certain cases, non-disapproval) must be obtained prior to any
person acquiring control of the Company. Control is conclusively presumed to
exist if, among other things, a person acquires more than 25% of any class of
voting stock of the Company or controls in any manner the election of a majority
of the directors of the Company. Control is presumed to exist if a person
acquires more than 10% of any class of voting stock and the stock is registered
under Section 12 of the Securities Exchange Act of 1934 or the acquiror will be
the largest shareholder after the acquisition.

        Federal Securities Law. The Company has registered its Common Stock with
the SEC pursuant to Section 12(g) of the Securities Exchange Act of 1934. As a
result of such registration, the proxy and tender offer rules, insider trading
reporting requirements, annual and periodic reporting and other requirements of
the Exchange Act are applicable to the Company.

        Transactions with Affiliates. Under current federal law, depository
institutions are subject to the restrictions contained in Section 22(h) of the
Federal Reserve Act with respect to loans to directors, executive officers and
principal shareholders. Under Section 22(h), loans to directors, executive
officers and shareholders who own more than 10% of a depository institution (18%
in the case of institutions located in an area with less than 30,000 in
population), and certain affiliated entities of any of the foregoing, may not
exceed, together with all other outstanding loans to such person and affiliated
entities, the institution's loans-to-one-borrower limit (as discussed below).
Section 22(h) also prohibits loans above amounts prescribed by the appropriate
federal banking agency to directors, executive officers and shareholders who own
more than 10% of an institution, and their respective affiliates, unless such
loans are approved in advance by a majority of the board of directors of the
institution. Any "interested" director may not participate in the voting. The
FDIC has prescribed the loan amount (which includes all other outstanding loans
to such person), as to which such prior board of director approval is required,
as being the greater of $25,000 or 5% of capital and surplus (up to $500,000).
Further, pursuant to Section 22(h), the Federal Reserve requires that loans to
directors, executive officers, and principal shareholders be made on terms
substantially the same as offered in comparable transactions with non-executive
employees of the Bank. The FDIC has imposed additional limits on the amount a
bank can loan to an executive officer.

        Loans to One Borrower. The Bank is subject to the Commissioner's loans
to one borrower limits which are substantially the same as those applicable to
national banks. Under these limits, no loans and extensions of credit to any
borrower outstanding at one time and not fully secured by readily marketable
collateral shall exceed 15% of the unimpaired capital and unimpaired surplus of
the bank. Loans and extensions of credit fully secured by readily marketable
collateral may comprise an additional 10% of unimpaired capital and unimpaired
surplus.

        The Gramm-Leach-Bliley Act. Federal legislation adopted by Congress
during 1999, the Gramm-Leach-Bliley Act (the "GLB Act"), has dramatically
changed various federal laws governing the banking, securities, and insurance
industries. The GLB Act has expanded opportunities for banks and bank holding
companies to provide services and engage in other revenue-generating activities
that previously were prohibited to them.

        In general, the GLB Act (i) expands opportunities to affiliate with
securities firms and insurance companies; (ii) overrides certain state laws that
would prohibit certain banking and insurance affiliations; (iii)

                                        9

<PAGE>

expands the activities in which banks and bank holding companies may
participate; (iv) requires that banks and bank holding companies engage in some
activities only through affiliates owned or managed in accordance with certain
requirements; (v) reorganizes responsibility among various federal regulators
for oversight of certain securities activities conducted by banks and bank
holding companies; and (vi) requires banks to adopt and implement policies and
procedures for the protection of the financial privacy of their customers,
including procedures that allow customers to elect that certain financial
information not be disclosed to certain persons.

        The GLB Act has expanded opportunities for the Bank to provide other
services and obtain revenues in the future but, at present, it has not had a
significant effect on our respective operations as they are presently conducted.
However, this expanded authority also may present us with new challenges as we
compete with larger financial institutions that expand their services and
products into the same areas that are now feasible for smaller,
community-oriented financial institutions. The economic effects of the GLB Act
on the banking industry, and on competitive conditions in the financial services
industry generally, may be profound.

        USA Patriot Act. In response to the events of September 11, 2001,
President George W. Bush signed into law the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, or the USA PATRIOT Act, on October 26, 2001. The USA PATRIOT Act gives
the federal government new powers to address terrorist threats through many
means, including broadened anti-money laundering requirements. For example, by
way of amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act
encourages information sharing among banks, bank regulatory agencies, and law
enforcement bodies to prevent money laundering. Additionally, Title III of the
USA PATRIOT ACT imposes several affirmative obligations on a broad range of
financial institutions, including banks, thrifts, brokers, dealers, credit
unions, money transfer agents, and parties registered under the Commodity
Exchange Act.

        Pursuant to Section 352 of the USA PATRIOT Act, all financial
institutions must establish anti-money laundering programs that include, at a
minimum: (i) internal policies, procedures, and controls, (ii) specific
designation of an anti-money laundering compliance officer, (iii) ongoing
employee training programs, and (iv) an independent audit function to test the
anti-money laundering program. Also, Section 326 of the Act requires certain
minimum standards with respect to customer identification and verification.
Section 312 of the Act requires financial institutions that establish, maintain,
administer, or manage private banking accounts or correspondent accounts in the
United States for non-United States persons or their representatives (including
foreign individuals visiting the United States) to establish appropriate,
specific, and, where necessary, enhanced due diligence policies, procedures, and
controls designed to detect and report money laundering. Furthermore, effective
December 25, 2001, financial institutions were prohibited from establishing,
maintaining, administering or managing correspondent accounts for foreign shell
banks (foreign banks that do not have a physical presence in any country), and
are subject to certain recordkeeping obligations with respect to correspondent
accounts of foreign banks.

        Bank regulators are directed to consider a company's effectiveness in
combating money laundering when ruling on Federal Reserve Act and Bank Merger
Act applications.

        Sarbanes-Oxley Act of 2002. On July 30, 2002, the Sarbanes-Oxley Act of
2002 was signed into law and became some of the most sweeping federal
legislation addressing accounting, corporate governance and disclosure issues.
The impact of the Sarbanes-Oxley Act is wide-ranging as it applies to all public
companies and imposes significant new requirements for public company governance
and disclosure requirements. Some of the provisions of the Sarbanes-Oxley Act
became effective immediately while others have been and will be implemented over
the coming months.

        In general, the Sarbanes-Oxley Act mandates important new corporate
governance and financial reporting requirements intended to enhance the accuracy
and transparency of public companies' reported financial results. It establishes
new responsibilities for corporate chief executive officers, chief financial
officers and audit committees in the financial reporting process and creates a
new regulatory body to oversee auditors of public companies. It backs these
requirements with new SEC enforcement tools, increases criminal penalties for
federal mail, wire and securities fraud, and creates new criminal penalties for
document and record destruction in connection with federal

                                       10

<PAGE>

investigations. It also increases the opportunity for more private litigation by
lengthening the statute of limitations for securities fraud claims and providing
new federal corporate whistleblower protection.

        The full impact of the Sarbanes-Oxley Act cannot be fully measured until
the SEC completes its actions to implement the numerous provisions for which
Congress has delegated implementation authority. The economic and operational
effects of this new legislation on public companies, including the Company, will
be significant in terms of the time, resources and costs associated with
complying with the new law. Because the Sarbanes-Oxley Act, for the most part,
applies equally to larger and smaller public companies, the Company will be
presented with additional challenges as a smaller, community-oriented financial
institution seeking to compete with larger financial institutions in its market.

        Other. Additional regulations require annual examinations of all insured
depository institutions by the appropriate federal banking agency, with some
exceptions for small, well-capitalized institutions and state chartered
institutions examined by state regulators, and establish operational and
managerial, asset quality, earnings and stock valuation standards for insured
depository institutions, as well as compensation standards.

        The Bank is subject to examination by the FDIC and the Commissioner. In
addition, the Bank is subject to various other state and federal laws and
regulations, including state usury laws, laws relating to fiduciaries, consumer
credit and equal credit, fair credit reporting laws and laws relating to branch
banking. The Bank, as an insured North Carolina commercial bank, is prohibited
from engaging as a principal in activities that are not permitted for national
banks, unless (i) the FDIC determines that the activity would pose no
significant risk to the appropriate deposit insurance fund and (ii) the Bank is,
and continues to be, in compliance with all applicable capital standards.

        Under Chapter 53 of the North Carolina General Statutes, if the capital
stock of a North Carolina commercial bank is impaired by losses or otherwise,
the Commissioner is authorized to require payment of the deficiency by
assessment upon the bank's shareholders, pro rata, and to the extent necessary,
if any such assessment is not paid by any shareholder, upon 30 days notice, to
sell as much as is necessary of the stock of such shareholder to make good the
deficiency.

ITEM 2.        DESCRIPTION OF PROPERTY

        At December 31, 2002, the Company conducted its business from the
headquarters office in Durham, North Carolina, and its eight branch offices in
Durham, Raleigh, Charlotte and Winston-Salem, North Carolina. The following
table sets forth certain information regarding the Bank's properties as of
December 31, 2002. Unless indicated otherwise, the Bank owns the properties.
Rentals paid by the Bank under leases totaled $36,901 for the fiscal year ended
December 31, 2002.

                                                           NET BOOK
                                                           VALUE OF
               ADDRESS                                     PROPERTY
        -----------------------------------------       --------------

        Main Banking Office                             $        6,163
        116 West Parrish Street
        Durham, North Carolina (Leased)

        Corporate Office                                     3,131,970
        2634 Chapel Hill Boulevard
        Durham, North Carolina

        Mutual Plaza                                               -0-
        Durham, North Carolina (Leased)

                                       11

<PAGE>

                                                           NET BOOK
                                                           VALUE OF
                         ADDRESS                           PROPERTY
        -----------------------------------------       --------------

        2705 Chapel Hill Boulevard                             318,529
        Durham, North Carolina

        13 East Hargett Street                                  55,712
        Raleigh, North Carolina

        1824 Rock Quarry Road                                   87,197
        Raleigh, North Carolina (Lease Land Only)

        2101 Beatties Ford Road                                    675
        Charlotte, North Carolina

        101 Beatties Ford Road                                 211,236
        Charlotte, North Carolina

        770 Martin Luther King Drive                           909,901
        Winston-Salem, North Carolina

        100 Shanta Drive                                       585,000
        Raleigh, North Carolina (Land Only)

The total net book value of the Company's furniture, fixtures and equipment on
December 31, 2002 was $685,946. All properties are considered by management to
be in good condition and adequately covered by insurance. Additional information
about the Company's property is set forth in Note 6 to the consolidated
financial statements, which note is incorporated herein by reference.

        Any property acquired as a result of foreclosure or by deed in lieu of
foreclosure is classified as real estate owned until the time it is sold or
otherwise disposed of by the Bank in an effort to recover its investment. At
December 31, 2002, the Bank recorded $50,000 in real estate acquired in
settlement of loans.

ITEM 3.        LEGAL PROCEEDINGS

        From time to time the Company may become involved in legal proceedings
occurring in the ordinary course of business. However, subject to the
uncertainties inherent in any litigation, management believes there currently
are no pending or threatened proceedings that are reasonably likely to result in
a material adverse change in the Company's financial condition or operations.

                                       12

<PAGE>

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matter was submitted to a vote of the Company's shareholders during
the quarter ended December 31, 2001.

                                     PART II

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The information required by this Item is set forth under the section
captioned "Shareholders' Equity and Dividends" on pages 24 and 25 of the Annual
Report, which section is incorporated herein by reference. See "Item 1.
BUSINESS--Supervision and Regulation-Dividend and Repurchase Limitations" above
for regulatory restrictions which limit the ability of the Company to pay
dividends. See "Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" below for information or equity compensation plans.

ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

        The information required by this Item is set forth in the section
captioned "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 10 to 26 of the Annual Report, which section is
incorporated herein by reference.

ITEM 7.        FINANCIAL STATEMENTS

        The consolidated financial statements of the Company set forth on pages
27 through 46 of the Annual Report are incorporated herein by reference.

ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
               AND FINANCIAL DISCLOSURE

        Not Applicable.

                                    PART III

ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

        The information required by this Item regarding directors and executive
officers of the Company is set forth under the sections captioned "Proposal 1 -
Election of Directors - Nominees for Election at this Annual Meeting" on pages
14 and 15 of the Proxy Statement and "Executive Officers" on page 6 of the Proxy
Statement, which sections are incorporated herein by reference.

        The information required by this Item regarding compliance with Section
16(a) of the Securities Exchange Act of 1934 is set forth under the section
captioned "Section 16(a) Beneficial Ownership Reporting Compliance" set forth on
page 3 of the Proxy Statement, which section is incorporated herein by
reference.

ITEM 10.       EXECUTIVE COMPENSATION

        The information required by this Item is set forth under the sections
captioned "Board of Directors and Its Committees - How Are Directors
Compensated?" on page 7 and "Executive Compensation" on pages 8 through 14

                                       13

<PAGE>

of the Proxy Statement, which sections are incorporated herein by reference.

ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The information required by this Item is incorporated by reference from
the section captioned "Stock Ownership" on pages 3 through 5 of the Proxy
Statement and "Executive Compensation - Equity Compensation Plan Information" on
page 10 of the Proxy Statement, which sections are incorporated herein by
reference.

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        See the section captioned "Executive Compensation - Indebtedness of and
Transactions with Management" on page 14 of the Proxy Statement, which section
is incorporated herein by reference.

ITEM 13.       EXHIBITS AND REPORTS ON FORM 8-K

13(a)1         Consolidated Financial Statements (contained in the Annual Report
               attached hereto as Exhibit (13) and incorporated herein by
               reference)

       (a)     Independent Auditors' Report

       (b)     Consolidated Statements of Condition as of December 31, 2002 and
               2001

       (3)     Consolidated Statements of Income for the Years Ended December
               31, 2002, 2001 and 2000

               (d)      Consolidated Statements of Shareholders' Equity for the
               Years Ended December 31, 2002, 2001 and 2000

               (e)      Consolidated Statements of Cash Flows for the Years
               Ended December 31, 2002, 2001 and 2000

               (f)      Notes to Consolidated Financial Statements

       13(a)2  Financial Consolidated Statement Schedules

               All schedules have been omitted as the required information is
               either inapplicable or included in the Notes to Consolidated
               Financial Statements.

       13(a)3  Exhibits

               Exhibit (3)(i)           Articles of Incorporation of
                                M&F Bancorp, Inc., incorporated by reference to
                                Exhibit (3) to the Form 10-QSB for the quarter
                                ended September 30, 1999 filed with the
                                Securities and Exchange Commission on November
                                12, 1999.

               Exhibit (3)(ii)          Bylaws of M&F Bancorp, Inc.,
                                incorporated by reference to Exhibit (3) to the
                                Form 10-QSB for the quarter ended September 30,
                                1999 filed with the Securities and Exchange
                                Commission on November 12, 1999.

               Exhibit (3)(iii)         Amended and Restated Article  III,
                                Section 5 of the Bylaws of M & F Bancorp, Inc.,
                                adopted by the shareholders of M & F Bancorp,
                                Inc. on April 20, 2002, incorporated by
                                reference to Exhibit 3(iii) to the

                                       14

<PAGE>

                               Form 10-QSB for the quarter ended March 31, 2002
                               filed with the Securities and Exchange
                               Commission on May 14, 2002.

               Exhibit (4)             Specimen Stock Certificate, incorporated
                               by reference to Exhibit 4 to the Form 10-KSB for
                               the year ended December 31, 2000 filed with the
                               Securities and Exchange Commission on April 2,
                               2001.

               Exhibit (10)(a)         Employment Agreement between Mechanics
                               and Farmers Bank and Lee Johnson, Jr.
                               incorporated by reference to Exhibit 10 to the
                               Form 10-QSB for the quarter ended September 30,
                               2000 filed with the Securities and Exchange
                               Commission on November 9, 2000.

               Exhibit (10)(b)         Retention Bonus Agreement between
                               Mechanics and Farmers Bank and Fohliette Becote
                               incorporated by reference to Exhibit 10.03 to
                               the Form 10-QSB for the quarter ended September
                               30, 1999 filed with the Securities and Exchange
                               Commission on November 12, 1999.

               Exhibit (10)(c)         Retention Bonus Agreement between
                               Mechanics and Farmers Bank and Walter D.
                               Harrington incorporated by reference to Exhibit
                               10.03 to the Form 10-QSB for the quarter ended
                               September 30, 1999 filed with the Securities and
                               Exchange Commission on November 12, 1999.

               Exhibit (10)(d)         Retention Bonus Agreement between
                               Mechanics and Farmers Bank and Harold G. Sellers
                               incorporated by reference to Exhibit 10.03 to the
                               Form 10-QSB for the quarter ended September 30,
                               1999 filed with the Securities and Exchange
                               Commission on November 12, 1999.

               Exhibit (10)(e)         Retention Bonus Agreement between
                               Mechanics and Farmers Bank and Elaine Small
                               incorporated by reference to Exhibit 10.03 to
                               the Form 10-QSB for the quarter ended September
                               30, 1999 filed with the Securities and Exchange
                               Commission on November 12, 1999.

               Exhibit (11)            Statement Regarding Computation of Per
                               Share Earnings.

               Exhibit (13)            M&F Bancorp, Inc. 2002 Annual Report to
                               Stockholders, excluding pages 2 through 9.

               Exhibit (21)            Subsidiaries of M&F Bancorp, Inc.

               Exhibit (23)            Consent of Deloitte & Touche LLP.

               Exhibit (99)            Certification pursuant to 18 U.S.C.
                               Section 1350.

ITEM 14.       CONTROLS AND PROCEDURES

        The Company maintains a system of internal controls and procedures
designed to provide reasonable assurance as to the reliability of our published
financial statements and other disclosures included in this report. The
Company's Board of Directors, operating through its audit committee which is
composed entirely of independent outside directors, provides oversight to the
Company's financial reporting process.

                                       15

<PAGE>

        The Chief Executive Officer and the Chief Financial Officer of the
Company (its principal executive officer and principal financial officer,
respectively) have concluded, based on their evaluation as of a date within 90
days prior to the date of the filing of this Report, that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in the reports filed or submitted by it
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the applicable
rules and forms, and include controls and procedures designed to ensure that
information required to be disclosed by the Company in such reports is
accumulated and communicated to the Bank's management, including the Chief
Executive Officer and the Chief Financial Officer of the Company, as appropriate
to allow timely decisions regarding required disclosure.

        There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of such evaluation.

                                       16

<PAGE>

                                   SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                       M&F Bancorp, Inc.


                                       By: /s/ Lee Johnson, Jr.
                                          --------------------------------------
                                           Lee Johnson, Jr.
                                           President and Chief Executive Officer

                                       Date:    March 18, 2003

        In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated:

<TABLE>
<CAPTION>
Signature                                            Title                            Date
-------------------------------        ----------------------------------       --------------
<S>                                    <C>                                      <C>
 /s/ Lee Johnson, Jr.                  President, Chief Executive Officer       March 18, 2003
-------------------------------        and Director
Lee Johnson, Jr.                       (Principal Executive Officer)

 /s/ Fohliette W. Becote               Secretary and Treasurer                  March 18, 2003
-------------------------------        (Principal Financial and Principal
Fohliette W. Becote                    Accounting Officer)

 /s/ Benjamin S. Ruffin                Director                                 March 18, 2003
-------------------------------
Benjamin S. Ruffin

 /s/ Joseph M. Sansom                  Director                                 March 18, 2003
-------------------------------
Joseph M. Sansom

 /s/ Aaron L. Spaulding                Director                                 March 18, 2003
-------------------------------
Aaron L. Spaulding

 /s/ Genevia G. Fullbright             Director                                 March 18, 2003
-------------------------------
Genevia G. Fullbright

 /s/ Maceo K. Sloan                    Director                                 March 18, 2003
-------------------------------
Maceo K. Sloan
</TABLE>

                                       17

<PAGE>

                                 CERTIFICATIONS

            I, Lee Johnson, Jr. certify that:

1.      I have reviewed this annual report on Form 10-KSB of M & F Bancorp,
        Inc.;

2.      Based on my knowledge, this annual report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this annual report;

3.      Based on my knowledge, the financial statements, and other financial
        information included in this annual report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this annual report;

4.      The registrant's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        have:

                (a) Designed such disclosure controls and procedures to ensure
                that material information relating to the registrant, including
                its consolidated subsidiaries, is made known to us by others
                within those entities, particularly during the period in which
                this annual report is being prepared;

                (b) Evaluated the effectiveness of the registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this annual report (the "Evaluation Date"); and

                (c) Presented in this annual report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed,
        based on our most recent evaluation, to the registrant's auditors and
        the audit committee of registrant's board of directors (or persons
        performing the equivalent functions):

                (a)     All significant deficiencies in the design or operation
                        of internal controls which could adversely affect the
                        registrant's ability to record, process, summarize and
                        report financial data and have identified for the
                        registrant's auditors any material weaknesses in
                        internal controls; and

                (b)     Any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal controls; and

6.      The registrant's other certifying officers and I have indicated in this
        annual report whether or not there were significant changes in internal
        controls or in other factors that could significantly affect internal
        controls subsequent to the date of our most recent evaluation, including
        any corrective actions with regard to significant deficiencies and
        material weaknesses.



Date: March 18, 2003                   /s/ Lee Johnson, Jr.
                                       -----------------------------------------
                                       Lee Johnson, Jr.
                                       President and Chief Executive Officer

                                       18

<PAGE>

                                 CERTIFICATIONS

I, Fohliette W. Becote, certify that:

1.      I have reviewed this annual report on Form 10-KSB of M & F Bancorp,
        Inc.;

2.      Based on my knowledge, this annual report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this annual report;

3.      Based on my knowledge, the financial statements, and other financial
        information included in this annual report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this annual report;

4.      The registrant's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        have:

        (a)     Designed such disclosure controls and procedures to ensure that
                material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within
                those entities, particularly during the period in which this
                annual report is being prepared;

        (b)     Evaluated the effectiveness of the registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this annual report (the "Evaluation Date"); and

        (c)     Presented in this annual report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed, based
        on our most recent evaluation, to the registrant's auditors and the
        audit committee of registrant's board of directors (or persons
        performing the equivalent functions):

        (a)     All significant deficiencies in the design or operation of
                internal controls which could adversely affect the registrant's
                ability to record, process, summarize and report financial data
                and have identified for the registrant's auditors any material
                weaknesses in internal controls; and

        (b)     Any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal controls; and

6.      The registrant's other certifying officers and I have indicated in this
        annual report whether or not there were significant changes in internal
        controls or in other factors that could significantly affect internal
        controls subsequent to the date of our most recent evaluation, including
        any corrective actions with regard to significant deficiencies and
        material weaknesses.

Date: March 18, 2003                   /s/ Fohliette W. Becote
                                       -----------------------------------------
                                       Fohliette W. Becote
                                       Secretary, Treasurer and Chief Financial
                                       Officer

                                       19

<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT NO.                                 DESCRIPTION
-----------     ----------------------------------------------------------------

Exhibit (11)    Statement Regarding Computation of Per Share Earnings

Exhibit (13)    M&F Bancorp, Inc. 2002 Annual Report to Stockholders, excluding
                pages 2 through 9

Exhibit (21)    Subsidiaries of M&F Bancorp, Inc.

Exhibit (23)    Consent of Deloitte & Touche LLP

Exhibit (99)    Certification Pursuant to 18 U.S.C. Section 1350

                                       20