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 September 30, 2005

|_|   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 October 31,
2005:  The   registrant  had  1,381,911   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 581,799 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 September 30, 2005

                         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.......    12

Item 3 -  Controls and Procedures.........................................    16

                           PART II - OTHER INFORMATION

Item 1 -  Legal Proceedings...............................................    17

Item 2 -  Unregistered Sales of Equity Securities and Use of Proceeds.....    17

Item 3 -  Defaults Upon Senior Securities.................................    18

Item 4 -  Submission of Matters to a Vote of Security Holders.............    18

Item 5 -  Other Information...............................................    18

Item 6 -  Exhibits........................................................    18

Signatures................................................................    19

Exhibits..................................................................    20

<PAGE>

                       MINDEN BANCORP, INC. AND SUBSIDIARY
                       -----------------------------------

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

              September 30, 2005 (UNAUDITED) AND DECEMBER 31, 2004
              ----------------------------------------------------

<TABLE>
<CAPTION>

                                                                                September 30,    December 31,
          ASSETS                                                                     2005            2004
          ------                                                                     ----            ----
                                                                               (in thousands except share data)
<S>                                                                                <C>            <C>
Cash and noninterest-bearing deposits                                              $   1,743      $   1,745
Interest-bearing demand deposits                                                          67            694
Federal funds sold                                                                       800            500
                                                                                   ---------      ---------
          Total cash and cash equivalents                                              2,610          2,939

Investment securities:
   Securities held-to-maturity (estimated market value of
      $1,982 at September 30, 2005 and $2,123 at December 31, 2004)                    1,975          2,097
   Securities available-for-sale, at estimated market value                           30,624         34,174

First National Bankers Bank stock, at cost                                               210            210
Federal Home Loan Bank stock, at cost                                                  1,148          1,016
Loans, net of allowance for loan losses                                               69,229         62,600
Accrued interest receivable                                                              521            512
Premises and equipment, net                                                            2,910          3,079
Other assets                                                                             394            556
                                                                                   ---------      ---------

Total assets                                                                       $ 109,621      $ 107,183
                                                                                   =========      =========

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

Liabilities:
------------
   Deposits:
      Noninterest-bearing                                                          $   6,308      $   6,159
      Interest-bearing                                                                60,773         64,506
                                                                                   ---------      ---------
          Total deposits                                                              67,081         70,665
   Accrued dividends on savings                                                          326            187
   Deferred federal income taxes                                                         457            584
   Federal Home Loan Bank advances                                                    22,500         17,200
   Fed Funds Purchased                                                                    --             --
   Other liabilities                                                                     463            166
                                                                                   ---------      ---------
          Total liabilities                                                           90,827         88,802

Stockholders' equity:
---------------------
   Preferred stock - 1,000,000 authorized - none issued                                   --             --
   Common stock, par value $.01; 4,000,000 shares authorized;
      1,454,750 shares issued and 1,381,911 shares outstanding as of
       September 30, 2005 and 1,399,911 outstanding at
      December 31, 2004                                                                   15             15
   Additional paid-in capital                                                         16,609         16,690
   Retained earnings                                                                   3,969          3,106
   Treasury stock, at cost (72,839 shares at September 30, 2005
      and 54,839 shares at December 31, 2004)                                         (1,471)        (1,109)

     See accompanying notes to unaudited consolidated financial statements.

                                       1
<PAGE>

   Accumulated other comprehensive income                                                385            556
                                                                                   ---------      ---------
                                                                                      19,507         19,258
                                                                                   ---------      ---------
Unearned common stock held by management recognition
          and retention plan (18,850 at September 30, 2005,
          22,518 at December 31, 2004)                                                  (333)          (462)
Unallocated common stock held by ESOP (40,589 at September 30, 2005,
          44,515 at December 31, 2004)                                                  (380)          (415)
                                                                                   ---------      ---------
             Total stockholders' equity                                               18,794         18,381
                                                                                   ---------      ---------

Total liabilities and stockholders' equity                                         $ 109,621      $ 107,183
                                                                                   =========      =========
</TABLE>



     See accompanying notes to unaudited consolidated financial statements.


                                       2
<PAGE>

                       MINDEN BANCORP, INC. AND SUBSIDIARY
                       -----------------------------------

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

         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
         ---------------------------------------------------------------

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                Three Months Ended    Nine Months Ended
                                                ------------------    -----------------
                                                Sept 30,   Sept 30,   Sept 30,   Sept 30,
                                                  2005       2004       2005       2004
                                                  ----       ----       ----       ----
                                                    (in thousands except share data)
<S>                                              <C>        <C>        <C>        <C>
Interest and dividend income:
-----------------------------
   Loans, including fees                         $1,323     $1,114     $3,782     $3,223
   Investments-taxable:
      Securities                                     96         63        267        161
      Mortgage-backed securities                    200        236        643        697
   Dividends-FHLMC/FHLB                              20         17         47         43
   Other                                              7          2         14          7
                                                 ------     ------     ------     ------
          Total interest and dividend income      1,646      1,432      4,753      4,131

Interest expense:
-----------------
   Interest-bearing deposits                        369        335      1,025      1,000
   Interest on borrowed funds                       202         68        489        159
                                                 ------     ------     ------     ------
          Total interest expense                    571        403      1,514      1,159
                                                 ------     ------     ------     ------

          Net interest income                     1,075      1,029      3,239      2,972
   Provision for loan losses                         --         --         --         --
                                                 ------     ------     ------     ------

          Net interest income after
            provision for loan losses             1,075      1,029      3,239      2,972

Other operating income:
-----------------------
   Customer service fees                             75         74        235        216
   Gain on sale of REO Assets                         4         --          4          3
                                                 ------     ------     ------     ------
          Total other operating income               79         74        239        219

Other operating expenses:
-------------------------
   Salaries and benefits                            359        315      1,064        949
   Office occupancy expense                         114         86        346        262
   Professional fees and supervisory
      examinations                                   66         35        131        104
   SAIF insurance premium                             2          2          7          7
   Other general and administrative
      expenses                                      122        107        416        394
                                                 ------     ------     ------     ------
      Total other operating expenses                663        545      1,964      1,716
                                                 ------     ------     ------     ------

Income before income taxes                          491        558      1,514      1,475
--------------------------

Income tax expense                                  167        190        515        502
------------------                               ------     ------     ------     ------

Net income                                       $  324     $  368     $  999     $  973
----------                                       ======     ======     ======     ======

Earnings per share                               $  .24     $  .27     $  .75     $  .72
Earnings per share fully diluted                 $  .23     $  .25     $  .70     $  .68
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>

                       MINDEN BANCORP, INC. AND SUBSIDIARY
                       -----------------------------------

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

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
                  --------------------------------------------

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                       Additional                      Other
                                          Common        Paid-In       Retained          Comp.        Treasury
                                          Stock         Capital       Earnings         Income          Stock          Total
                                          -----         -------       --------         ------          -----          -----
                                                                       (in thousands)
<S>                                    <C>            <C>            <C>             <C>            <C>             <C>
Balance January 1, 2005                $       15     $   16,690     $    3,108      $      556     $   (1,109)     $   19,260
-----------------------

Net Income                                                                  999                                            999

Dividends                                                                  (138)                                          (138)

Treasury Stock                                              (130)                                         (362)           (492)

Amortization of awards under
management recognition and
retention plan (RRP)                                          49                                                            49

Change in net unrealized gain
(loss) on securities available for
sale, net of tax effect of $89                                             (171)           (171)                          (171)
                                                                     ----------      ----------                       ---------

   Total comprehensive income                                               828
                                                                     ----------

Balance September 30, 2005             $       15     $   16,609     $    3,969      $      385     $    (1,471     $   19,507
--------------------------             ==========     ==========     ==========      ==========     ===========     ==========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>

                       MINDEN BANCORP, INC. AND SUBSIDIARY
                       -----------------------------------

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

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
              -----------------------------------------------------

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                        Sept 30,         Sept 30,
                                                                          2005            2004
                                                                          ----            ----
                                                                              (in thousands)
<S>                                                                    <C>             <C>
Cash flows from operating activities:
-------------------------------------
   Net income                                                          $      999      $      973
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation                                                           111             109
       Deferred income taxes                                                  (41)             27
       Stock dividends                                                        (28)             (9)
       Stock awards RRP & ESOP                                                 49              39
       Gain on sale of assets                                                  (4)             (4)
       Decrease (Increase)  in prepaid expenses and accrued income            153             (33)
       Increase in dividends payable and other liabilities                    436             183
                                                                       ----------      ----------
         Net cash provided by operating activities                          1,675           1,285

Cash flows from investing activities:
-------------------------------------
   Activity in available for sale securities:
     Maturities, prepayments, calls, and sales                              7,052           6,879
     Purchases                                                             (3,763)        (12,001)
   Activity in held to maturity securities:
     Maturities, prepayments and calls                                        122             197
     Purchases                                                                 --          (1,010)
   Net increase in loans                                                   (6,589)         (3,216)
   Net increase in premises and equipment                                    (188)           (155)
   Sale of fixed assets                                                       250              --
   Purchase FHLB Stock                                                       (104)           (177)
                                                                       ----------      ----------

             Net cash used by investing activities                         (3,220)         (9,483)

Cash flows from financing activities:
-------------------------------------
   Net (decrease) increase in deposits                                     (3,584)          2,611
   Net increase in advances from FHLB                                       5,300           5,975
   Purchase of Treasury Stock and RRP shares                                 (362)           (756)
   Dividends Paid                                                            (138)           (124)
                                                                       ----------      ----------

     See accompanying notes to unaudited consolidated financial statements.


                                       5
<PAGE>
         Net cash provided by financing activities                          1,216           7,706
                                                                       ----------      ----------

Net decrease in cash and cash equivalents                                    (329)           (492)
-----------------------------------------

Cash and cash equivalents at January 1                                      2,939           2,332
--------------------------------------                                 ----------      ----------

Cash and cash equivalents at September 30                              $    2,610      $    1,840
-----------------------------------------                              ==========      ==========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                        6
<PAGE>

                       MINDEN BANCORP, INC. AND SUBSIDIARY
                       -----------------------------------

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

       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004
       -------------------------------------------------------------------

                                    UNAUDITED

                                                        Sept 30,       Sept 30,
                                                          2005           2004
                                                          ----           ----

                                                            (in thousands)

Supplemental disclosures:
   Interest paid on deposits and borrowed funds         $   1,356     $   1,099
   Income taxes paid                                          432           351

     Noncash investing and financing activities:
       Decrease in unrealized gain on securities
         available for sale                             $     261     $     (79)
                                                        =========     =========


                                       7
<PAGE>

                       MINDEN BANCORP, INC. AND SUBSIDIARY
                       -----------------------------------

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

                               SEPTEMBER 30, 2005
                               ------------------

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  unaudited  consolidated  financial  statements  include the
      Company and its wholly owned  subsidiary,  the Association.  The financial
      information   at  December  31,  2004  was  obtained  from  the  Company's
      consolidated audited financial statements.  All intercompany  transactions
      have been  eliminated in  consolidation.  The Company's  only  significant
      assets  are  its  investment  in the  Association,  and  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 September 30, 2005 and December 31, 2004, and the
      consolidated  results of operations  and cash flows for the three and nine
      months ended September 30, 2005 and 2004, and the  consolidated  statement
      of  stockholders'  equity for the nine months  ended  September  30, 2005.
      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, 2004 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


                                       8
<PAGE>

      those regulatory  authorities.  The Company's only  significant  asset and
      business  activity is its investment in the Association,  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  1,326,355  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 September  30, 2005 and  December 31, 2004,  is as
      follows (in thousands):

<TABLE>
<CAPTION>
      First mortgage conventional loans:                       2005          2004
                                                               ----          ----
<S>                                                          <C>           <C>
        Secured by one-to-four-family residences             $ 38,824      $ 37,711
      Commercial real estate                                   11,436         9,468
      Commercial, other than real estate                       10,526         9,435
      Consumer loans (including overdrafts of $26 & $25)        5,079         3,815
      Consumer loans secured by deposits                        1,243         1,759
      Construction loans                                        4,789         1,477
                                                             --------      --------
            Total                                              71,897        63,665
      Less: Allowance for loan losses                            (837)         (877)
            Unfunded construction loan commitments             (1,831)         (188)
                                                             --------      --------
            Loans, net                                       $ 69,229      $ 62,600
                                                             ========      ========
</TABLE>

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

            Balance, January 1                      $ 877        893
            Provision for loan losses                  --         --
            Loans charged off-net of recoveries       (40)       (16)
                                                    -----      -----


                                       9
<PAGE>

            Balance, September 30                   $ 837      $ 877
                                                    =====      =====

      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 September 30, 2005 and December 31, 2004
      consists of the following (in thousands):

                                                        2005            2004
                                                        ----            ----
         Loans                                        $     417      $     395
         Mortgage-backed securities                          97            103
         Investment securities and other                      7             14
                                                      ---------      ---------
                Total accrued interest receivable     $     521      $     512
                                                      =========      =========

5.    Premises and Equipment
      ----------------------

      Premises and  equipment  at  September  30, 2005 and December 31, 2004 are
      summarized as follows (in thousands):

         Land and buildings                           $   2,962      $   3,152
         Furniture, fixtures and equipment                  672            540
                                                      ---------      ---------
                Total                                     3,634          3,692
         Less-accumulated depreciation                     (724)          (613)
                                                      ---------      ---------
                Net premises and equipment            $   2,910      $   3,079
                                                      =========      =========

6.    Deposits
      --------

      Deposits as of September 30, 2005 and December 31, 2004 are  summarized as
      follows (in thousands):

         Demand deposit accounts (including official
           checks of $600 in 2005 and $956 in 2004)      $  10,840     $  11,006
           Savings                                          13,409        14,022
         Certificates of deposit:

                                       10
<PAGE>

           1.00% - 1.99%                                        --         4,642
           2.00% - 2.99%                                    17,605        37,178
           3.00% - 3.99%                                    22,468         3,817
           4.00% - 4.99%                                     2,759            --
                                                         ---------     ---------
           Total certificates of deposit                    42,832        45,637
                                                         ---------     ---------
               Total deposits                            $  67,081     $  70,665
                                                         =========     =========

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 nine months ended September 30,
      2005 were $32.

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 September 30, 2005, the Association had $14.9 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 (3.79% of the outstanding shares of
      the Company as of September 30, 2005).  The loan is payable over ten years
      at (in thousands) $66 per year ($16.5 per quarter) including interest.  At
      September 30, 2005, (in thousands) $380 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  September  30,  2005 was $59 and  included  in
      salaries and  benefits.  As the note is paid,  the shares are released and
      allocated to the accounts

                                       11
<PAGE>

      of the participants in the ESOP. As of September 30, 2005, 11,782 of those
      shares have been released from the ESOP.

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 RRP  authorized  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 September 30, 2005.  Shares subject to
      awards  under the RRP shares  vest at 20% per year  under the plan.  As of
      September 30, 2005,  awards covering 18,854 shares had been made and 7,336
      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 nine months ended September 30, 2005 was
      $40 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 51,885 shares were  outstanding as of September 30, 2005. A total
      of 19,954 options were exercisable as of September 30, 2005.

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 September 30,
2005 and December 31, 2004, and the results of operations for the three and nine
months ended  September  30, 2005 with the same periods in 2004.  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.


                                       12
<PAGE>

      The Company is the holding company for the Association.  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  September  30,  2005.  The  only
significant assets of the Company are the capital stock of the Association,  the
Company's  loan to the ESOP,  and the  remainder  of the net  offering  proceeds
retained by the Company.

      In December  2004,  a 12.85  parcel of  property  located on Homer Road in
Minden,  was  purchased on which to construct  the second  full-service  banking
facility for the Association.  The Association will build on approximately three
acres.  Plans are being made to start  construction  of the building  later this
year. It is  anticipated  that the  remaining  acreage will be divided and sold.
During the third quarter of 2005 a parcel of the property was sold for $250,000.

Changes in financial condition

      Total assets  increased by 2.44 million or 2.3 % from December 31, 2004 to
September 30, 2005.  The increase was  primarily due to 6.63 million,  or 10.6%,
increase  in the  Company's  net loan  portfolio,  partially  offset  by a $3.67
million, or 10.1%, decrease in investment securities.  Cash and cash equivalents
decreased by $329,000 or 11.2% from December 31, 2004 to September 30, 2005. The
decrease was primarily due to the Company's reduction in interest-bearing demand
deposits and the decrease in cash due to the repurchase of treasury stock.

      The $6.63  million  increase  in the  Company's  net loan  portfolio  from
December  31,2004 to September  30, 2005 was primarily due to a $1.11 million or
2.95% increase in one-to four-family residential loans, a $1.09 million or 11.6%
increase in commercial  loans,  other than real estate, a $1.97 million or 20.8%
increase in commercial  real estate loans,  a $1.26 million or 33.1% increase in
consumer loans,  and a $3.31 million or 224.2%  increase in  construction  loans
partially  offset by a $516,000 or 29.3%  decrease in consumer  loans secured by
savings  deposits.  The Company has increased its emphasis on the origination of
higher  yielding  commercial  and  consumer  loans.  Deposits  decreased by 3.58
million or 5.1% at September 30, 2005 compared to year ended  December 31, 2004.
The decrease in the Company's  deposits over December 31, 2004 levels was due to
a $3.73 million or 5.8% decrease in interest-bearing deposits, and a $149,000 or
2.4% increase in non-interest bearing deposits.


                                       13
<PAGE>

      The Company's total classified assets for regulatory purposes at September
30, 2005 amounted to $543,000 all of which were classified as  substandard.  The
classified assets consisted of primarily of ten mortgage loans and nine consumer
loans.

      Total stockholders  equity increased by $413,000 or 2.2% in the first nine
months of 2005. Net income of $999,000  increased equity during the period which
was partially  offset by dividend  payments of $138,000,  repurchase of treasury
stock of  $362,000,  and by a decrease  of $171,000  in the  unrealized  gain on
investment securities. Stockholders' equity at September 30, 2005 totaled $18.79
million compared to equity of $18.38 million at December 31, 2004.

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-earning  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 $44,000 or 12.0% in the quarter  ended  September
30, 2005  compared to the quarter  ended  September  30, 2004 and  increased  by
26,000 or 2.7% for the nine months ended  September 30, 2005 over the comparable
2004 period.  The decrease in net income for the quarter was primarily due to an
increase in operating expenses. The increase for the nine months ended September
30, 2005 over the  comparable  2004 period,  was due  primarily to a $267,000 or
9.0%  increase in net  interest  income and a $20,000 or 9.1%  increase in other
operating  income which was partially  offset by an increase in other  operating
expenses of $248,000 or 14.4% and a $13,000 or 2.6% in income tax expense.

      Net interest  income  increased  by $46,000 or 4.5% for the quarter  ended
September  30,  2005  and  $267,000  or 9.0%  for the nine  month  period  ended
September 30, 2005 compared to the prior year periods. The increases were due to
an  increase in net loans  yields for the  quarter  and a $6.6  million or 10.6%
increase in loans for the nine month period, and an increase in the net interest
rate spread of .33%.  Net  interest  income was 3.14% for the nine months  ended
September 30, 2005,  compared to 2.81% as of the nine months ended September 30,
2004.  Interest  expense for the nine months ended  September 30, 2005 was 1.84%
compared to 1.1% for the period ended September 30, 2004.

      Total interest and dividend income  increased by $214,000 or 14.9% for the
quarter and $622,000 or 15.1% for the nine month period ended September 30, 2005
compared  to the prior year  period.  This was  primarily  due to an increase in
income from loans receivable and fees of $209,000 or 18.8% in the quarter ending
September 30, 2005 and a $559,000 or 17.3% in income from loans  receivable  and
fees  and  a  $52,000  or  6.1%   increase   in  income  from   securities   and
mortgage-backed

                                       14
<PAGE>

securities for the nine months ending September 30, 2005 compared to the quarter
and the nine month period ending September 30, 2004.

      Total interest expense  increased by $168,000 or 41.7% for the quarter and
$355,000 or 30.6% for the nine month period ended September 30, 2005 compared to
the prior year  periods.  The  increase in the quarter was due to an increase in
interest paid on Federal Home Loan Bank advances. The increase in the nine month
period  ended  September  30, 2005 was due to an  increase  in interest  paid on
Federal  Home Loan Bank  advances of $330,000 or 207.6% and an increase in total
interest  paid on deposits of $25,000 or 2.5%.  The increase in interest paid on
deposits was a result of higher rates paid on balances  during the quarter.  The
increase in interest  paid on Federal  Home Loan Bank  advances was caused by an
increase in average balances and higher rates over the prior year periods.

      No provision for loan losses was made for the quarters  ended on September
30,  2005 or 2004 or the nine  months  ended  September  30,  2005 or  2004.  At
September 30, 2004, the company's nonaccruing loans amounted to $64,000 compared
to $49,000 at September  30, 2004.  The  allowance  for loan losses  amounted to
$837,000 at September 30, 2005,  representing  1.19 % of the total loans held in
the portfolio and 1307.8% of total  non-accruing  loans  compared to $881,000 at
September 30, 2004.

      Other operating  income  increased in the quarter ended September 30, 2005
by $5,000 or 6.8% over the quarter ended  September 30, 2004 and $20,000 or 9.1%
for the nine month period ended  September 30, 2005. The increases for the three
and nine month periods are  attributable  to an increase in transaction  service
charges and fees.

      Other operating expenses increased in the quarter ended September 30, 2005
by $118,000 or 21.7% over the quarter  ended  September 30, 2004 and $248,000 or
14.4 % for the nine month period ended  September 30, 2005.  The increase in the
quarter was primarily due to a $ 44,000  increase in salaries and benefits and a
$ 28,000  increase in office  occupancy,  an increase  in  professional  fees of
$31,000,  and an increase in other  expenses of $15,000.  Compensation  expenses
increased  in the  period due to a  increase  in the  number of staff,  and to a
lesser extent, through increased compensation for current employees.

      Income tax expense  decreased in the quarter by $23,000 due to decrease in
net income over 2004 and increased  for the nine month ended  September 30, 2005
by $13,000 over the  comparable  2004 period due  primarily to increased  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.


                                       15
<PAGE>

      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 September 30, 2005, the Association exceeded each of its
capital requirements with ratios of 14.78%, 14.78% and 28.84%, 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.


                                       16
<PAGE>

                              Minden Bancorp, Inc.
                                   Form 10-QSB
                        Quarter Ended September 30, 2005

                           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 September 30, 2005.

<TABLE>
<CAPTION>
                                                                 Total Number of
                                                               Shares Purchased as
                            Total Number                         Part of Publicly      Maximum Number of Shares
                              of Shares      Average Price      Announced Plans or     that May Yet Be Purchased
       Period                 Purchased      Paid per Share          Programs         Under the Plans or Programs
<S>                               <C>               <C>                  <C>                       <C>
July 01, 2005 -
July 31, 2005                     --                --                    --                           --

August 01, 2005 -
August 31, 2005                   --                --                    --                           --

Sept. 01, 2005 -
Sept. 30, 2005                    --                --                    --                       26,439
                                                                                                   ------
</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


                                       17
<PAGE>

      repurchase  plan for up to  31,000  shares  of the  Company's  outstanding
      common  shares.  Upon  completion of the second  repurchase  program,  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  72,839  shares  have been
      purchased under the repurchase programs with 26,439 shares remaining to be
      repurchased.

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:

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

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.

                     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.


                                       18
<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: November 10, 2005                    A. David Evans
                                           -------------------------------------
                                           President and Chief Executive Officer


Date: November 10, 2005                    Becky T. Harrell
                                           -------------------------------------
                                           Chief Financial Officer and Treasurer


                                       19