SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~ 24January 3, ~~2002~~2003

MOUNTAINBANK FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

NORTH CAROLINA		000-32547		56-2237240
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

201 Wren Drive Hendersonville, North Carolina		28792
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (828) 693-7376

Item 5. Other Events ~~and Regulation FD Disclosure~~.

(a) On ~~September~~December 2431, 2002, ~~Registrant~~registrant ~~announced~~completed ~~that~~ its ~~common~~acquisition ~~stock~~of ~~had~~TrustCo ~~been~~Holding, ~~approved~~Inc. ~~for~~TrustCo ~~listing~~Holding, onInc., ~~the~~parent ~~Nasdaq~~company ~~SmallCap~~of ~~market.~~Trust ~~Trading~~Company of ~~Registrant’s~~ ~~stock~~the onSouth ~~Nasdaq~~and isAsset ~~expected~~Management toof ~~commence~~the atSouth ~~opening~~was ofmerged ~~trading~~into MountainBank Financial Corporation on ~~September~~that 30date, ~~2002~~with ~~under~~Trust Company of the ~~symbol~~South ~~“MBFC.”~~and AAsset ~~copy~~Management of ~~Registrant’s~~the ~~press~~South ~~release~~becoming issubsidiaries ~~attached~~of asMountainBank ~~Exhibit~~Financial 99Corporation.~~1 to this Report.~~

OnThe ~~September~~final ~~25,~~terms ~~2002, Registrant and Cardinal Bankshares Corporation agreed to amend their Agreement and Plan~~ of ~~Reorganization of Merger dated as of June 20, 2002. The purpose of~~ the ~~amendment~~acquisition ~~was~~included ~~(i)~~consideration toin ~~simplify~~ the ~~method~~form of ~~calculating~~59,261 ~~the number and conversion terms of the~~ shares of ~~Registrant~~MountainBank Financial Corporation’s ~~preferred~~common stock toand be$200,000 ~~issued to Cardinal’s shareholders~~ in ~~their~~cash ~~proposed merger, (ii)~~ to ~~establish~~the ~~that~~common ~~dividends~~and ~~must be paid on Registrant’s~~ preferred ~~stock proposed to be issued to Cardinal’s~~ shareholders inof ~~the~~TrustCo ~~merger~~Holding, atInc. ~~the~~The ~~same~~issuance ~~proportionate~~of ~~rate~~these asshares ~~they~~brings ~~are~~MountainBank ~~paid~~Financial ~~on Registrant~~Corporation’s ~~currently~~ outstanding ~~Series~~ Acommon ~~preferred~~shares ~~stock, and (iii)~~ to ~~extend dates specified in the agreement for the fulfillment of certain conditions~~3,200,364. ~~A copy of the amendment is attached as Exhibit 99.2 to this Report.~~

A copy of MountainBank Financial Corporation’s news release relating to the transaction is included as Exhibit 99 to this Form 8-K.

Disclosures About Forward Looking Statements

The discussions included in this document and its exhibits may contain forward looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of the Company and its management about future events. The accuracy of such forward looking statements could be affected by such factors as, including but not limited to, the financial success or changing conditions or strategies of the Company’s customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel or general economic conditions.

Item 7. Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are being filed with this Report:

Exhibit No.		Exhibit Description
99.1		Copy of press release dated September 24, 2002
99		Copy of press release dated January 3, 2003
99.2		Amendment Number 1 to Agreement and Plan of Reorganization and Merger

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

MOUNTAINBANK FINANCIAL CORPORATION (Registrant) By: /sS/ GREGORY L. GIBSON Gregory L. Gibson Chief Financial Officer

~~Date~~Dated: ~~September~~ January 273, ~~2002~~ 2003

Filing Compare · MOUNTAINBANK FINANCIAL CORP