UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

         For the quarterly period ended June 30, 2006

[X]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

                  For the transition period from _____ to _____

                        Commission File Number 000-49882

                              MINDEN BANCORP, INC.
                              --------------------
        (Exact name of small business issuer as specified in its charter)

                  United States                           13-4203146
                  -------------                           ----------
        (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

                    415 Main Street, Minden, Louisiana 71058
                    ----------------------------------------
                    (Address of principal executive offices)

           Issuer's telephone number, including area code: (318) 377-0523

                  Check whether the issuer (1) filed all reports  required to be
                  filed by  Section 13 or 15(d) of the  Exchange  Act during the
                  past 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

                  Shares of common stock, par value $.01 per share,  outstanding
                  as of July 31, 2006: The  registrant  had 1,378,044  shares of
                  common stock issued and  outstanding,  of which 800,112 shares
                  were held by Minden Mutual Holding  Company,  the registrant's
                  mutual  holding  company,  and 577,932 shares were held by the
                  public  and   directors,   officers   and   employees  of  the
                  registrant.

                  Transitional Small business Disclosure Format (check one):
           Yes [_]   No [X]

<PAGE>

                              Minden Bancorp, Inc.

                                   Form 10-QSB

                           Quarter Ended June 30, 2006

                         PART I - FINANCIAL INFORMATION

Interim Financial  Information required by Rule 10-01 of Regulation S-X and Item
303 of Regulation S-B is included in this Form 10-QSB as referenced below:

                                                                            Page
                                                                            ----

Item 1   -  Financial Statements ...........................................  1

Item 2   -  Management's Discussion and Analysis or Plan of Operation ...... 14

Item 3   -  Controls and Procedures ........................................ 17

                           PART II - OTHER INFORMATION

Item 1   -  Legal Proceedings .............................................. 18

Item 2   -  Unregistered Sales of Equity Securities and Use of Proceeds .... 18

Item 3   -  Defaults Upon Senior Securities ................................ 19

Item 4   -  Submission of Matters to a Vote of Security Holders ............ 19

Item 5   -  Other Information .............................................. 19

Item 6   -  Exhibits ....................................................... 19

Signatures  ................................................................ 21

Exhibits    ................................................................ 22



<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                 JUNE 30, 2006 (UNAUDITED) AND DECEMBER 31, 2005
                 -----------------------------------------------
<TABLE>
<CAPTION>

           ASSETS                                                                    June      December 31,
           ------                                                                    ----      ------------
                                                                                   30, 2006        2005
                                                                                   --------        ----
<S>                                                                                    <C>           <C>
                                                                              (in thousands except share data)

Cash and noninterest-bearing deposits                                             $    2,306    $    1,494
Interest-bearing demand deposits                                                         156           863
Federal funds sold                                                                        --         1,675
                                                                                  ----------    ----------
      Total cash and cash equivalents                                                  2,462         4,032

Investment securities:
    Securities held-to-maturity (estimated market value of                             1,271         1,324
      $1,267 at June 30, 2006 and $1,323 at December 31, 2005)
    Securities available-for-sale, at estimated market value                          29,618        30,043
First National Bankers Bank stock, at cost                                               210           210
Federal Home Loan Bank stock, at cost                                                  1,187         1,160
Loans, net of allowance for loan losses                                               75,770        70,117
Accrued interest receivable                                                              499           558
Premises and equipment, net                                                            4,028         3,312
Other assets                                                                             855           538
                                                                                  ----------    ----------

Total assets                                                                      $  115,900    $  111,294
                                                                                  ==========    ==========

           LIABILITIES AND STOCKHOLDERS' EQUITY
           ------------------------------------

Liabilities:
------------
   Deposits:                                                                      $    6,946    $    7,005
      Noninterest-bearing                                                             66,175        63,816
                                                                                  ----------    ----------
      Interest-bearing                                                                73,121        70,821
           Total deposits
   Accrued dividends on savings                                                          354           269
   Deferred federal income taxes                                                         310           420
   Federal Home Loan Bank advances                                                    21,500        20,500
   Fed Funds Purchased                                                                   775            --
   Other liabilities                                                                     414           266
                                                                                  ----------    ----------
           Total liabilities                                                          96,474        92,276

                                       1
<PAGE>

Stockholders' equity:
---------------------
   Preferred stock-$.01 par value 1,000,000 shares authorized-none
        issued-no rights / preferences set by board                                       --            --
   Common stock, par value $.01; 4,000,000 shares authorized;
      1,454,750 shares issued and 1,378,044 outstanding as of June 30, 2006 and
      1,378,761 outstanding as of  December 31, 2005                                      15            15
   Additional paid-in capital                                                         16,662        16,710
   Retained earnings                                                                   4,880         4,284
   Treasury stock, at cost (76,706 shares at June 30, 2006 and
     75,989 shares at December 31, 2005)                                              (1,563)       (1,537)
   Accumulated other comprehensive income                                                100           312
                                                                                  ----------    ----------
                                                                                      20,094        19,784
   Unearned common stock held by management retention plan (15,082 at June,
     30 2006 18,850 at December 31,2005)                                                (325)         (398)
   Unallocated common stock held by ESOP (36,660 as of June 30,
     2006 and 39,278 at December 31, 2005)                                              (343)         (368)
                                                                                  ----------    ----------
           Total stockholders' equity                                                 19,426        19,018
                                                                                  ----------    ----------

   Total liabilities and stockholders' equity                                     $  115,900    $  111,294
                                                                                  ==========    ==========

</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       2
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                        CONSOLIDATED STATEMENT OF INCOME
                        --------------------------------

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005
            ---------------------------------------------------------

                                    UNAUDITED
                                    ---------
<TABLE>
<CAPTION>

                                                            Three months Ended        Six Months Ended
                                                          June 30,     June 30,     June 30,     June 30,
                                                            2006         2005         2006         2005
                                                            ----         ----         ----         ----
<S>                                                      <C>          <C>          <C>          <C>
                                                                  (in thousands except share data)

Interest and dividend income:
-----------------------------
   Loans, including fees                                 $    1,471   $    1,265   $    2,871   $    2,458
   Investments-taxable:
      Securities                                                116           90          224          171
      Mortgage-backed securities                                242          217          472          443
   Dividends-FHLMC/FHLB                                          18           14           38           27
   Other                                                         16            2           37            7
                                                         ----------   ----------   ----------   ----------
      Total interest and dividend income                      1,863        1,588        3,642        3,106

Interest expense:
-----------------
   Interest-bearing deposits                                    518          335          992          656
   Interest on borrowed funds                                   270          166          495          287
                                                         ----------   ----------   ----------   ----------
      Total interest expense                                    788          501         1487          943
                                                         ----------   ----------   ----------   ----------

      Net interest income                                     1,075        1,087        2,155        2,163

   Provision for loan losses                                     15           --           30           --
                                                         ----------   ----------   ----------   ----------
   Net interest income after provision for
      loan losses                                             1,060        1,087        2,125        2,163

Other operating income:
-----------------------
   Customer service fees                                         99           96          190          160
   Gain on sale of assets                                         2           --          104           --
   Other income                                                  80           --          157           --
                                                         ----------   ----------   ----------   ----------
      Total other operating income                              181           96          451          160

Other operating expenses:
-------------------------
   Salaries and benefits                                        390          364          775          706
   Office occupancy expense                                     124          112          236          232
   Professional fees and supervisory examinations                42           28           85           65


                                       3
<PAGE>

   SAIF insurance premium                                         2            3            5            5
   Other general and administrative expenses                    210          161          424          292
                                                         ----------   ----------   ----------   ----------
        Total other operating expenses                          768          668        1,525        1,300
                                                         ----------   ----------   ----------   ----------

Income before income taxes                                      473          515        1,051        1,023
--------------------------

Income tax expense                                              161          175          357          348
------------------                                       ----------   ----------   ----------   ----------

Net income                                               $      312   $      340   $      694   $      675
----------                                               ==========   ==========   ==========   ==========

Earnings per share                                       $     0.24   $     0.26   $     0.52   $     0.51
Earnings per share fully diluted                         $     0.22   $     0.24   $     0.49   $     0.47

</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 ----------------------------------------------

                     FOR THE SIX MONTHS ENDED JUNE 30, 2006
                     --------------------------------------

                                    UNAUDITED
                                    ---------


                                                           Additional                    Other
                                                           ----------                    -----
                                              Common        Paid-In       Retained       Comp.        Treasury
                                              ------        -------       --------       -----        --------
                                               Stock        Capital       Earnings       Income         Stock          Total
                                               -----        -------       --------       ------         -----          -----
<S>                                        <C>           <C>           <C>            <C>           <C>            <C>
                                                                               (in thousands)

Balance January 1, 2006                     $        15   $    16,710   $     4,284    $       312   $    (1,537)   $    19,784
-----------------------

Net income                                                                      694                                         694
   Dividends                                                                    (98)                                        (98)
   Treasury stock                                                  --                                        (26)           (26)
Amortization of awards under management
recognition and retention plan (RRP) and
release of RRP shares                                             (48)                                                      (48)
Change in net unrealized gain (loss) on
securities available for sale, net of tax
effect of $109                                                                 (212)          (212)                        (212
                                                                        -----------
   Total comprehensive income                                                   482
                                            -----------   -----------   ===========    -----------   -----------    -----------

Balance June 30, 2006                       $        15   $    16,662   $     4,880    $       100   $    (1,563)   $    20,094
---------------------                       ===========   ===========   ===========    ===========   ===========    ===========


</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------

                 FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                 -----------------------------------------------

                                    UNAUDITED
                                    ---------
<TABLE>
<CAPTION>
                                                                June 30, 2006    June 30, 2005
                                                                -------------    -------------
<S>                                                                       <C>              <C>
                                                                         (in thousands)

Cash flows from operating activities:
-------------------------------------
   Net income                                                   $         694    $         675
   Adjustments to reconcile net income to net cash
provided by operating activities:
         Provision for loan losses                                         30
         Depreciation and amortization                                     90               74
         Deferred income taxes                                            (43)             (30)
         Stock dividends                                                  (27)             (25)
         Stock awards RRP & ESOP                                           26               36
         Gain on sale of assets                                          (103)              --
         Decrease in prepaid expenses and accrued income                  121               90
         Increase in dividends payable and other liabilities              233              183
                                                                -------------    -------------
            Net cash provided by operating activities                   1,021            1,003

Cash flows from investing activities:
-------------------------------------
Activity in available for sale securities:
   Maturities, prepayments, calls, and sales                            2,981            5,199
   Purchases                                                           (2,778)          (2,806)
Activity in held to maturity securities:                                   --
   Maturities, prepayments and calls                                       53               78
   Purchases                                                               --               --
Net increase in loans                                                  (5,683)          (6,460)
Net increase in premises and equipment                                   (796)             (97)
Purchase of Insurance Agency                                             (319)              --
Purchase FHLB Stock                                                        --              (96)
                                                                -------------    -------------
          Net cash used by investing activities                        (6,542)          (4,182)

Cash flows from financing activities:
   Net  increase (decrease) in deposits                                 2,300           (3,288)
   Net increase in FHLB advances                                        1,000            5,800
   Net increase in Fed Funds Purchased                                    775              575
   Purchase of treasury stock and RRP shares-net                          (26)            (362)
   Dividends paid                                                         (98)             (91)
                                                                -------------    -------------
        Net cash provided by financing activities                       3,951            2,634
                                                                -------------    -------------

     See accompanying notes to unaudited consolidated financial statements.

                                       6
<PAGE>


Net decrease in cash and cash equivalents                              (1,570)            (545)
-----------------------------------------

Cash and cash equivalents at January 1                                  4,032            2,939
--------------------------------------                          -------------    -------------

Cash and cash equivalents at June 30                            $       2,462    $       2,394
------------------------------------                            =============    =============

</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       7
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------

            FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005
            --------------------------------------------------------

                                    UNAUDITED
                                    ---------

<TABLE>
<CAPTION>

                                                       June 30, 2006    June 30, 2005
                                                       -------------    -------------
<S>                                                              <C>              <C>
                                                                (in thousands)

Supplemental disclosures:
   Interest paid on deposits and borrowed funds        $       1,418    $         927
   Income taxes paid                                             355              240

      Noncash investing and financing activities:
         (Decrease) in unrealized gain on securities
            available for sale                         ($        321)   ($        208)
                                                       =============    =============
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       8
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                                  JUNE 30, 2006
                                  -------------

1.    Presentation of Interim Information
      -----------------------------------
      On December 11, 2001,  the Board of Directors of Minden  Building and Loan
      Association,  a  Louisiana-chartered  building and loan  association  (the
      "Association"),  adopted a plan of  reorganization  pursuant  to which the
      Association  would  convert  to  stock  form and  became  a  wholly  owned
      subsidiary of Minden Bancorp, Inc. (the "Company"). In connection with the
      reorganization,  the Company became a majority  owned (55%)  subsidiary of
      Minden Mutual Holding Company.  The reorganization was consummated on July
      2, 2002. The Association  formed Minden  Services,  Inc. as a wholly owned
      subsidiary  during 2005.  Minden Services,  Inc.'s sole purpose is to hold
      real estate for the Association to use for further expansion.  The Company
      finalized  the purchase of Woodard  Walker  Insurance  Agency,  Inc.  (the
      Agency)  in  January  of  2006.  The  unaudited   consolidated   financial
      statements  include  the Company and its wholly  owned  subsidiaries,  the
      Association and its wholly owned  subsidiary  Minden  Services,  Inc., and
      Woodard  Walker  Insurance  Agency,  Inc.  The  financial  information  at
      December 31, 2005 was obtained  from the  Company's  consolidated  audited
      financial statements.  All intercompany  transactions have been eliminated
      in consolidation.  The Company's  significant assets are its investment in
      the Association and the Agency,  its loan to the Company's  employee stock
      ownership  plan  (ESOP) and the  remainder  of the net  offering  proceeds
      retained by the Company.

      In the opinion of the management of the Company and the  Association,  the
      accompanying  unaudited  consolidated  financial  statements  include  all
      normal adjustments considered necessary to present fairly the consolidated
      financial  position as of June 30, 2006 and  December  31,  2005,  and the
      consolidated  results of  operations  and cash flows for the three and six
      months  ended June 30, 2006 and 2005,  and the  consolidated  statement of
      stockholders'  equity for the six  months  ended  June 30,  2006.  Interim
      results are not necessarily indicative of results for a full year.

      The unaudited financial statements and notes are presented as permitted by
      Form  10-QSB,  and do not  contain  certain  information  included  in the
      Company's  audited  financial  statements  and  notes  for the year  ended
      December 31, 2005 set forth in the Company  Annual Report to  stockholders
      for such year ("Annual Report").

2.    Summary of Significant Accounting Policies
      ------------------------------------------
      Minden  Building  and  Loan  Association  is a  stock  building  and  loan
      association.  The Association accepts customer demand,  savings,  and time
      deposits  and  provides  residential  fixed-rate  mortgages,  consumer and
      business loans to consumers. The Association is subject to the regulations
      of certain federal and state agencies and undergoes periodic  examinations
      by those regulatory authorities. The Company's only significant assets and

                                       9
<PAGE>

      business  activity are its investment in the  Association  and the Agency,
      loan to the ESOP and remainder of the net offering proceeds.

      Use of Estimates.  In preparing  financial  statements in conformity  with
      accounting  principles generally accepted in the United States of America,
      management is required to make estimates and  assumptions  that affect the
      reported  amounts of assets and  liabilities as of the date of the balance
      sheet and reported  amounts of revenues and expenses  during the reporting
      period.  Actual  results  could  differ  from  those  estimates.  Material
      estimates that are particularly  susceptible to significant  change in the
      near term relate to the  determination  of the  allowance for loan losses,
      the valuation of foreclosed  real estate,  deferred tax assets and trading
      activities.

      Significant Group Concentrations of Credit Risk. Most of the Association's
      activities are with customers  located within Webster  Parish,  Louisiana.
      Note 2 to the  financial  statements  summarizes  the types of  investment
      securities  in  which  the  Association  makes  investments,  and  Note  3
      summarizes  the  types  of  loans  included  in  the  Association's   loan
      portfolio. The Association does not have any significant concentrations to
      any one industry or customer.

      Earnings per share (EPS).  EPS is calculated  based upon 1,323,468  shares
      (outstanding  stock  less ESOP  shares  not  released  and RRP  shares not
      earned). Fully diluted EPS is based upon the treasury stock method for the
      stock options.

3.    Loans and Allowance for Loan Losses
      -----------------------------------
      The loan  portfolio at June 30, 2006 and December 31, 2005,  is as follows
      (in thousands):

<TABLE>
<CAPTION>
                                                                                 2006        2005
                                                                               --------    --------
<S>                                                                               <C>         <C>
              First mortgage conventional loans:
                 Secured by one-to-four-family residences                      $ 40,208    $ 38,746
              Commercial real estate                                             13,375      12,570
              Commercial, other than real estate                                 12,593       9,933
              Consumer loans (including overdrafts of $33 and $50)                5,947       5,431
              Consumer loans secured by deposits                                  2,041       1,439
              Construction loans                                                  4,748       4,113
                                                                               --------    --------
                              Total                                              78,912      72,232
              Less:Allowance for loan losses                                       (867)       (837)
                         Unfunded construction loan commitments                  (2,275)     (1,278)
                                                                               --------    --------
                              Loans, net                                       $ 75,770    $ 70,117
                                                                               ========    ========

         Changes in the allowance for loan losses are summarized as follows:

              Balance, January 1, 2006 and January 1, 2005                     $    837    $    877
              Provision for loan losses                                              30          --
              Loans charged off-net of recoveries                                    --         (40)
                                                                               --------    --------
              Balance, June 30, 2006 and December 31, 2005                     $    867    $    837
                                                                               ========    ========
</TABLE>

                                       10
<PAGE>

      The  Association's  fee  for  the  origination  or  assumption  of a  loan
      approximates  its cost  incurred on the loan.  As the net  fees/costs  are
      deemed  immaterial to the financial  statements,  no loan  fees/costs have
      been deferred as provided by SFAS 91.

      The Association's  lending activity is concentrated within Webster Parish,
      Louisiana.  The  majority of loans  extended in this  lending area are for
      one-to-four family dwelling units;  however,  the Association is expanding
      its lending activities to commercial real estate,  commercial business and
      consumer loans. See above for detail. The Association  requires collateral
      sufficient  in value to cover  the  principal  amount  of the  loan.  Such
      collateral  is  evidenced  by  mortgages  on  property  held  and  readily
      accessible to the Association.

4.    Accrued Interest Receivable
      ---------------------------
      Accrued  interest  receivable  at June 30,  2006  and  December  31,  2005
      consists of the following (in thousands):

                                                              2006     2005
                                                             ------   ------

         Loans                                               $  377   $  452
         Mortgage-backed securities                             113      101
         Investment securities and other                          9        5
                                                             ------   ------
                         Total accrued interest receivable   $  499   $  558
                                                             ======   ======

5.    Premises and Equipment
      ----------------------
      Premises  and  equipment  at June  30,  2006  and  December  31,  2005 are
      summarized as follows (in thousands):

         Land and buildings                       $ 4,205    $ 3,416
         Furniture, fixtures and equipment            655        648
                                                  -------    -------
                     Total                          4,860      4,064
         Less-accumulated depreciation               (832)      (752)
                                                  -------    -------
                     Net premises and equipment   $ 4,028    $ 3,312
                                                  =======    =======

      Included  in  land  and  buildings  is $923  (in  thousands)  of land  and
      construction costs related to the Homer Road property.  The Association is
      building a new main office,  which should be completed in early 2007.  The
      total anticipated cost of the project is $3.5 million.

6.    Deposits
      --------
      Deposits  as of June 30, 2006 and  December  31,  2005 are  summarized  as
      follows (in thousands):

         Demand deposit accounts (including official
              checks of $410 in 2006 and $746 in 2005)        $13,876    $14,244
         Savings                                               11,978     12,812
         Certificate of deposits:
              2.00% - 2.99%                                     1,222      9,725

                                       11
<PAGE>

              3.00% - 3.99%                                    16,598     26,139
              4.00% - 4.99%                                    29,447      7,901
                                                              -------    -------
              Total certificates of deposits                   47,267     43,765
                                                              -------    -------
                         Total deposits                       $73,121    $70,821
                                                              =======    =======

7.    Pension Plan
      ------------
      The  Association  has  adopted  a 401(k)  retirement  plan,  covering  all
      full-time employees based upon a year of service.  The plan provides for a
      2% discretionary  employer  contribution  (based upon compensation) with a
      match of the employees'  contribution  up to 6% based upon Board approval.
      Plan  contributions  (in thousands) for the six months ended June 30, 2006
      were $24.

8.    Commitments and Contingencies
      -----------------------------
      In the  ordinary  course of  business,  the  Association  has  outstanding
      commitments on which management does not anticipate losses.  They include,
      among other  things,  commitments  to extend  credit and letters of credit
      undertaken in the normal course of business and to purchase  mortgage pool
      securities. As of June 30, 2006, the Association had $15.8 million of loan
      commitments and lines of credit outstanding, including loans in process.

      When entered into, these commitments  represent  off-balance sheet risk to
      the  Association,  with the contractual  notional amount  representing the
      Association's  exposure to credit loss in the event of  nonperformance  by
      the other  party to the  instruments.  Commitments  to extend  credit  are
      agreements  to lend to a customer as long as there is no  violation of any
      condition   established  in  the  contract.   They  generally  have  fixed
      expiration  dates and require payment of a fee. Since many commitments are
      expected to expire without being drawn upon, the total  commitments do not
      necessarily represent future cash requirements.  The Association evaluates
      each customer's  creditworthiness  on a case-by-case basis, and obtains an
      amount of collateral it deems sufficient.

9.    Employee Stock Ownership Plan (ESOP)
      -----------------------------------
      The Company  established an employee stock  ownership plan (the "ESOP") in
      connection  with the conversion and loaned (in thousands) the ESOP $524 to
      purchase 52,371 shares of common stock (3.8% of the outstanding  shares of
      the Company as of June 30,  2006).  The loan is payable  over ten years at
      (in thousands)  $66 per year ($16.5 per quarter)  including  interest.  At
      June 30, 2006, (in thousands) $343 remained contractually due on the loan.
      As  required  by  accounting  standards,  the  unreleased  shares  are not
      included in the  calculation of EPS and the loan  receivable is shown as a
      reduction in stockholders'  equity.  Compensation (in thousands) under the
      ESOP for the period  ended June 30, 2006 was $33 and  included in salaries
      and benefits.  As the note is paid,  the shares are released and allocated
      to the  accounts of the  participants  in the ESOP.  As of June 30,  2006,
      15,711 of those shares have been released from the ESOP.

                                       12
<PAGE>

10.   Stock Based Benefit Plans
      -------------------------
      The Company  established the 2003 Recognition and Retention Plan and Trust
      Agreement  ("RRP"),  which is a stock-based  incentive  plan.  The RRP was
      approved by the  shareholders at the Company's annual meeting held May 15,
      2003.

      The Company authorized  26,186 shares of the Company's  common stock to be
      awarded  under the RRP. The Company  purchased  the 26,186  shares in open
      market transactions to fund the RRP as of June 30, 2006. Shares subject to
      awards  under the RRP shares  vest at 20% per year  under the plan.  As of
      June 30,  2006,  awards  covering  18,854  shares had been made and 11,104
      shares  have  been  issued.  As a result,  expense  for this plan is being
      amortized over a 60-month period and is based upon the market value of the
      Company's  stock as of the date of the  awards,  which  was  $15.375  with
      respect  to  all  the  currently  outstanding  awards.   Compensation  (in
      thousands)  under the RRP for the six months  ended June 30,  2006 was $26
      and was included in salaries and benefits.

      The Company  established  the 2003 Stock Option Plan (the  "Option  Plan")
      under which 65,464  shares of Company  stock are reserved for the grant of
      stock  options to  directors,  officers  and  employees.  The Option  Plan
      provides for vesting to  participants  at 20% per year. The options expire
      in ten years from the date of grant.  The exercise price of the options is
      equal to the fair  market  value of the  common  stock on the grant  date,
      which was $15,375 with respect to all the currently  outstanding  options.
      Options  covering  50,202 shares were  outstanding  as of June 30, 2006. A
      total of 28,648 options were exercisable as of June 30, 2006.

      The Company's  Compensation  Committee of the Board of Directors  oversees
      the RRP and the Option Plan.

      The Company,  prior to 2006, accounted for its stock options in accordance
      with  Accounting  Principals  Board Opinion No. 25,  Accounting  for Stock
      Issued to Employees  (APB 25).  Under APB 25, since the exercise  price of
      the  Company's  employees'  stock  options  equals the market price of the
      underlying  stock  on the  date  of  grant,  no  compensation  expense  is
      recognized.

      Financial  Accounting Standards Board (FASB) Statement No. 123, Accounting
      for Stock-Based  Compensation  (FAS No. 123) requires pro forma net income
      and earnings per share based upon the fair value method of accounting  for
      stock-based  compensation  plans.  In  2006,  APB 25  will  no  longer  be
      applicable and only FAS No. 123R will be used to account for options.  The
      Association  will have to  recognize  compensation  cost for the  unvested
      portion of the stock  options over the period of service  beginning in the
      first quarter of 2006.  The  anticipated  impact of adopting FAS 123R is a
      net  charge to net  income of  $40,900  per year  based  upon the  current
      options  outstanding.  For the quarter  ending June 30, 2006,  $20,450 was
      charged to income in the regard to stock options.  The Association has not
      granted  any  additional  options  in 2006.  Thus,  there are no pro forma
      amounts to  disclose  in regard to the  application  of FAS No. 12. If the
      Company had elected to  recognize  compensation  based upon the fair value
      method  prescribed  by  Statement  No. 123, the

                                       13
<PAGE>

      Company's  net income and earnings  per share would have been  adjusted to
      the pro forma  amounts  indicated  below (in  thousands,  except per share
      amounts).

11.   Supplemental Retirement Benefit Plan
      ------------------------------------
      The  Association has  established a supplemental  retirement  benefit plan
      (Plan) for certain (three) key  executives.  The Plan provides for monthly
      retirement  benefits  in the amount of $5,000 per month for ten years from
      the date they retire for the  executive  group as a whole.  As of June 30,
      2006, a liability of $32,000 was accrued for the Plan.

Item 2 - Management's Discussion and Analysis or Plan of Operation.

General

      The following discussion compares the consolidated  financial condition of
the Company and its wholly owned subsidiary,  the Association,  at June 30, 2006
and  December  31,  2005,  and the results of  operations  for the three and six
months ended June 30, 2006 with the same periods in 2005. Currently the business
and  management of the Company is primarily  the business and  management of the
Association.  This  discussion  should be read in  conjunction  with the interim
consolidated financial statements and footnotes included herein.

      The Company is the holding company for the Association and the Agency. The
Company  finalized the purchase of Woodard Walker  Insurance  Agency,  Inc. (the
Agency) in January 2006.  The purchase  price (in thousands) was $370 being paid
$300 in cash and $70 being placed in an escrow account and being earned and paid
out over a five year term based  upon  earning  targets.  This is  considered  a
related party  transaction as a director owned  approximately  20% of the agency
purchased.  The Agency has total assets (in  thousands) of $419 and  liabilities
(in  thousands)  of $40 at June 30,  2006.  Total  revenue  for the  Agency  (in
thousands)  was $165 and is included in other  income,  and total  expenses  (in
thousands)  of $156,  which are  included in other  general  and  administrative
expenses in the consolidated income statement as of June 30, 2006. Substantially
all of the  Company's  assets  are  currently  held in, and its  operations  are
conducted through, its sole subsidiary, the Association.  The Company's business
consists primarily of attracting deposits from the general public and using such
deposits  to make  loans  for  the  purchase  and  construction  of  residential
properties.  The Company also originates  commercial  loans and various types of
consumer loans.

      The Company is a federal corporation  organized for the purpose of being a
unitary holding company of the Association.  In connection with the consummation
of the  reorganization  of the Association on July 2, 2002, the Company acquired
all of the  capital  stock of the  Association  in  exchange  for 50% of the net
proceeds from the offering of the Company's  common  stock.  The Company  issued
approximately  45% of its common  stock to persons who  submitted  orders in the
offering.  Minden Mutual Holding Company owns the remaining approximately 58% of
the Company's  outstanding common stock at June 30, 2006. The significant assets
of the Company  are the capital  stock of the  Association  and the Agency,  the
Company's  loan to the ESOP,  and the  remainder  of the net  offering  proceeds
retained by the Company.

                                       14
<PAGE>

Changes in Financial Condition

      Total assets  increased by $4.6 million or 4.1% from  December  31,2005 to
June 30, 2006.  The increase was  primarily due to $5.7 million or 8.1% increase
in the Company's net loan portfolio. Cash and cash equivalents decreased by $1.6
million or 38.9% from December 31, 2005 to June 30, 2006.

      The  $5.7  million  increase  in the  Company's  net  loan  portfolio  was
primarily  due  to a  $1.5  million  or  3.8%  increase  in  one-to-four  family
residential loans, a $805,000 or 6.4 % increase in commercial real estate loans,
a $2.7 million or 26.8% increase in commercial  loans other than real estate,  a
$516,000 or 9.5%  increase in consumer  loans,  a $602,000 or 41.8%  increase in
loans secured by savings,  and an increase of $635,000 or 15.4% in  construction
loans.  The Company  continues  to  emphasize  originations  of higher  yielding
commercial loans.

      Deposits increased by $2.3 million or 3.3% during the period from December
31,  2005 to June 30,  2006.  The  increase  was due to a $2.4  million  or 3.7%
increase in interest  bearing  deposits  offset by a $59,000 or .8%  decrease in
non-interest bearing deposits.

      The Company's total classified assets for regulatory  purposes at June 30,
2006  amounted to $706,000  all of which were  classified  as  substandard.  The
classified  assets at June 30, 2006  consisted of eight  mortgage  loans,  seven
consumer loans, and one commercial loan.

      Total stockholders'  equity increased by $408,000 or 2.2% in the first six
months of 2006.  The  increase  was due to a net income of  $694,000,  which was
offset  partially  by $26,000  repurchase  of stock and a $212,000  reduction in
unrealized gain on investment securities.  Stockholder's equity at June 30, 2006
totaled $19.4 million compared to equity of $19.0 million at December 31, 2005.

Results of Operation

      The Company's  profitability depends primarily on its net interest income,
which is the difference between interest and dividend income on interest-earning
assets,  principally loans, investment securities and interest-bearing  deposits
in other  institutions,  and interest expense on  interest-bearing  deposits and
borrowings  from the Federal Home Loan Bank of Dallas.  Net  interest  income is
dependent  upon the level of  interest  rates and the extent to which such rates
are changing.  The Company's  profitability also depends, to a lesser extent, on
other operating income,  provision for loan losses, other operating expenses and
federal and state income taxes.

      Net income  decreased  by $28,000 or 8.2% for the  quarter  ended June 30,
2006 compared to the quarter  ending June 30, 2005,  but increased by $19,000 or
2.8% for the six months  ending June 30, 2006 over the  comparable  2005 period.
The  decreased  net  income  for the  quarter  was  caused by a $12,000  or 1.1%
decrease in net interest income,  a $15,000 loan loss provision,  and a $100,000
or 15.0% increase in operating expenses which included expenses of the insurance
agency.  These increases were offset by a $85,000 or 88.5% increase in operating
income,  which  includes  the income of the  insurance  agency and a decrease in
federal income taxes of $14,000

                                       15
<PAGE>

or 8%. The increase for the six months ending June 30, 2006 over the  comparable
period for 2005 was due primarily $291,000 or 181.9% increase in other operating
income which was partially  offset by a $8,000  decrease in interest  margin,  a
$30,000 loan loss provision,  a $291,000  increase in other operating  expenses,
and a $9,000  increase  in income tax  expense.  The income and  expenses of the
Agency are included in the totals.

      Net interest  income  decreased  by $12,000 or 1.1% for the quarter  ended
June 30, 2006 and  decreased by $8,000 or .4% for six months ended June 30, 2006
compared to prior year  periods.  The  decreases  were due to  decreases  in net
interest rate spreads.  For the six-month  period ending June 30, 2006,  the net
interest rate spread was .23% less than same period in 2005. Net interest income
was 1.87% for the six months  ended June 30,  2006,  compared to 2.10% as of the
six months ended June 30, 2005.  Interest  expense for the six months ended June
30, 2006 was 1.31% compared to .91% for the period ended June 30, 2005.

      Total interest and dividend income  increased by $275,000 or 17.3% for the
quarter  and  $536,000  or 17.3% for the  six-month  period  ended June 30, 2006
compared to  comparable  period for 2005.  This increase was primarily due to an
increase in income from loans  receivable  and fees of $206,000 or 16.3% for the
quarter and $413,000 or 16.8% for the six months  ending June 30, 2006  compared
to comparable prior year periods.

      Total interest expense  increased by $287,000 or 57.3% for the quarter and
$544,000 or 57.7% for the  six-month  period  ending  June 30, 2006  compared to
comparable  prior year  periods.  The  deposit  interest  expense  increased  by
$183,000 or 54.6% for the quarter and $336,000 or 51.2% for the six-month period
ending  June 30,  2006  compared to last year.  These  increases  were caused by
increases  in average  balances  and rates in 2006.  Interest on borrowed  funds
increased by $104,000 or 62.6% for the quarter and $208,000 or 72.5% for the six
months  ending June 30,  2006  compared to  comparable  periods for 2005.  These
increases were primarily due to higher rates in 2006.

      There was a $15,000  provision  for loan losses made for the quarter ended
June 30, 2006 and $30,000 for the period  ended June 30, 2006 and none for 2005.
At June 30, 2006, the Company's  nonaccruing  loans  amounted to $54,000,  which
consisted of one mortgage loan and three consumer loans.  The allowance for loan
losses  amounted to $867,000 at June 30,  2006,  representing  1.1% of the total
loans held in the portfolio and 1,605.6% of the total  nonaccruing loans at such
date.

      Other  operating  income  increased  by $85,000  or 88.5% for the  quarter
ending  June 30, 2006 and by  $291,000  for the six months  ending June 30, 2006
compared to the same  periods in 2005.  The  increase for the three month period
was primarily due to revenue from the Agency.  The six month  increase  included
$30,000 in  customer  service  fees,  $104,000  gain on sale of assets and other
income of $157,000 that included revenues from the Agency.

      Other operating  expenses increased by $100,000 or 15% for the quarter and
$225,000 or 17.3% for the six months ending June 30, 2006 compared to prior year
periods.  The  quarterly  increase  was due to a  $26,000  or 7.1%  increase  in
salaries and benefits, a $12,000 or 10.7%

                                       16
<PAGE>

increase in occupancy  expense,  a $14,000 or 50% increase in professional fees,
and a $49,000 or 30.4%  increase in other  expenses  that included the insurance
agency.  The six month increase was due primarily to $69,000 or 9.8% increase in
salaries and benefits,  a $20,000 or 30.8% increase in professional  fees, and a
$132,000 or 45.2%  increase in other  expenses that included the expenses of the
Agency.

      Income tax expense for the quarter  ending June 30, 2006 compared to prior
year period was $14,000 or 8% lower due to lower income  before  taxes.  For the
six-month  period  ending June 30, 2006  compared  to prior  years  period,  the
expense was $9,000 or 2.6% higher due to higher net income before taxes.

Liquidity and Capital Resources

      The Company adjusts its liquidity levels to fund deposit  outflows,  repay
its borrowings and to fund loan commitments.  The Company also adjusts liquidity
as appropriate to meet asset and liability management objectives.

      The  Company's  primary  sources of funds are deposits,  amortization  and
prepayment  of loans and  mortgage-backed  securities,  maturities of investment
securities  and other  short-term  investments,  and earnings and funds provided
from  operations.  In addition,  the Company  invests excess funds in short-term
interest-earning  accounts and other  assets,  which  provide  liquidity to meet
lending requirements.

      A significant  portion of the Company's  liquidity  consists of securities
classified  as available for sale and cash and cash  equivalents.  The Company's
primary  sources  of cash are net  income,  principal  repayments  on loans  and
mortgage-backed  securities  and increases in deposit  accounts.  If the Company
requires  funds  beyond  its  ability to  generate  them  internally,  borrowing
agreements  exist with the Federal  Home Loan Bank of Dallas,  which  provide an
additional source of funds.

      The Association is required to maintain  regulatory  capital sufficient to
meet  tangible,  core and risk-based  capital ratios of at least 1.5%,  3.0% and
8.0%,  respectively.  At June 30, 2006,  the  Association  exceeded  each of its
capital requirements with ratios of 15.30%, 15.30% and 28.18%, respectively.

Item 3 - Controls and Procedures

      Our management  evaluated,  with the  participation of our Chief Executive
Officer  and Chief  Financial  Officer,  the  effectiveness  of the  design  and
operation  of our  disclosure  controls  and  procedures  (as  defined  in Rules
13a-15(e) or 15d-15(e) under the Securities  Exchange Act of 1934) as of the end
of the  period  covered  by this  report.  Based on such  evaluation,  our Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and  procedures  were  effective as of the date of such  evaluation  to
ensure that material  information  relating to us,  including  our  consolidated
subsidiaries,   was  made  known  to  them  by  others  within  those  entities,
particularly  during the period in which this report was being  prepared.  There
was no change in our internal  control over  financial  reporting  that occurred
during the period  covered by this report that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                                       17
<PAGE>

                              Minden Bancorp, Inc.
                                   Form 10-QSB
                           Quarter Ended June 30, 2006

                           PART II - OTHER INFORMATION

Item 1 -   Legal Proceedings:

             There are no matters required to be reported under this
item.

Item 2 -   Unregistered Sales of Equity Securities and Use of Proceeds

                (a)-(b) Not applicable.
                (c) The following table contains information about the Company's
purchases of equity securities pursuant to its stock repurchase plans during the
quarter ended June 30, 2006.

<TABLE>
<CAPTION>

                                                                   Total Number of
                                                                        Shares
                                                                     Purchased as             Maximum Number
                                  Total                            Part of Publicly         of Shares that May
                                Number of         Average             Announced              Yet Be Purchased
                                 Shares          Price Paid            Plans or             Under the Plans or
          Period                Purchased        per Share             Programs                  Programs
--------------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>            <C>                      <C>
                                                                No stock
April 01, 2006 -                                                purchased in
April 30, 2006                                                  quarter

May 01, 2006 -
May 31, 2006

June 01, 2006 -
June 30, 2006

     Total                                                                                             20,889

</TABLE>

-------------------

      The Company  instituted a repurchase  program in September 2003 for 39,278
      shares of the Company's outstanding shares along with the authorization to
      purchase up to 26,186 shares to fund the Company's  2003  Recognition  and
      Retention Plan and Trust Agreement (the "Recognition  Plan"). In September
      2004, the Company  authorized the second stock  repurchase  plan for up to
      31,000 shares of the Company's  outstanding  common  shares.

                                       18
<PAGE>

      Upon completion of the second repurchase  program in May 2005, the Company
      announced a third stock repurchase  program of up to an additional  29,000
      shares of outstanding common stock.

      A total of 26,186 shares have been purchased for the Recognition  Plan and
      78,389  shares have been  purchased  under the  repurchase  programs  with
      20,889 shares remaining to be repurchased at June 30, 2006 under the third
      stock repurchase program.

Item 3 -   Defaults Upon Senior Securities:

           There are no matters required to be reported under this item.

Item 4 -   Submission of Matters to a Vote of Security Holders:

           On May 9,  2006,  the  Company  held its  fourth  Annual  Meeting  of
      Shareholders  to obtain  approval  for two proxy  proposals  submitted  on
      behalf of the Company's  Board of Directors.  Shareholders of record as of
      March 31, 2006 received proxy  materials and were  considered  eligible to
      vote for these  proposals.  Following is a brief  summary of each proposal
      and the result of the vote.

           1. The following directors were elected by the requisite plurality of
           the votes cast to serve on the  Company's  Board of  Directors  for a
           three-year term, John Collins, F. Dare Lott, Jr. and Michael W. Wise,
           by the votes cast as follows:

                                                                    Broker
                  Name                  For         Withheld      Non-Votes
           ----------------------------------------------------------------
           John Collins              1,327,055         0             N/A
           F. Dare Lott, Jr.         1,327,055         0             N/A
           Michael W. Wise           1,327,055         0             N/A

<TABLE>
<CAPTION>
                                                                                                       Broker
                                                           For         Against        Abstain         Non-Votes
                                                       ----------------------------------------------------------
<S>                                                  <C>               <C>            <C>             <C>
           2.   To ratify the appointment of            1,327,055         -              -               N/A
           Heard, McElroy and Vestal LLP as the
           independent  auditors for the year
           ended December 31, 2006
</TABLE>

Item 5 -   Other Information:

           There are no matters required to be reported under this item.

Item 6 -   Exhibits

           (a) The following exhibits are filed herewith:

                 EXHIBIT NO.            DESCRIPTION

                    31.1                Certification pursuant to Rule 13a-14 of
                                        the Security  Exchange  Act of 1934,  as
                                        amended , as adopted pursuant to Section
                                        302 of the Sarbanes-Oxley Act of 2002.

                                       19
<PAGE>

                    31.2                Certification pursuant to Rule 13a-14 of
                                        the Security  Exchange  Act of 1934,  as
                                        amended , as adopted pursuant to Section
                                        302 of the Sarbanes-Oxley Act of 2002.
                    32.1                Certification   pursuant  to  18  U.S.C.
                                        Section  1350,  as adopted  pursuant  to
                                        Section  906  of  Sarbanes-Oxley  Act of
                                        2002.
                    32.2                Certification   pursuant  to  18  U.S.C.
                                        Section  1350,  as adopted  pursuant  to
                                        Section  906  of  Sarbanes-Oxley  Act of
                                        2002.



                                       20
<PAGE>


                                   SIGNATURES


      In accordance  with the  requirements  of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.


                                     MINDEN BANCORP, INC.


Date:   August 14, 2006              /s/ A. David Evans
                                     ------------------
                                     A. David Evans
                                     President and Chief Executive Officer


Date:   August 14, 2006              /s/ Becky T. Harrell
                                     --------------------
                                     Becky T. Harrell
                                     Chief Financial Officer and Treasurer



                                       21