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 March 31, 2006

[_]   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 ninety
      days. Yes [X] No [_]

      Shares of common stock, par value $.01 per share,  outstanding as of April
      30, 2006: The registrant had 1,376,361 shares of common stock outstanding,
      of which 800,112  shares were held by Minden Mutual Holding  Company,  the
      registrant's  mutual holding company,  and 576,249 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 March 31, 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...........................................  3

Item 2 -     Management's Discussion and Analysis or Plan of Operation...... 13

Item 3 -     Controls and Procedures........................................ 15

                           PART II - OTHER INFORMATION

Item 1 -     Legal Proceedings.............................................. 16

Item 2 -     Unregistered Sales of Equity Securities and Use of Proceeds ... 16

Item 3 -     Defaults Upon Senior Securities................................ 17

Item 4 -     Submission of Matters to a Vote of Security Holders............ 17

Item 5 -     Other Information.............................................. 17

Item 6 -     Exhibits....................................................... 17

Signatures.................................................................. 18

Certifications.............................................................. 19

                                        2

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

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

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


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

                                                                        March    December
          A S S E T S                                                 31, 2006   31, 2005
          -----------                                                 -------------------
<S>                                                                        <C>        <C>
                                                          (in thousands except share data)

Cash and noninterest-bearing deposits                                 $  2,207   $  1,494
Interest-bearing demand deposits                                           199        863
Federal funds sold                                                          --      1,675
                                                                      --------   --------
            Total cash and cash equivalents                              2,406      4,032

Investment securities:
   Securities held-to-maturity (estimated market value of $1,292 at
   March 31, 2006 and $1,323 at December 31, 2005)                       1,296      1,324
   Securities available-for-sale, at estimated market value             31,064     30,043

First National Bankers Bank stock, at cost                                 210        210
Federal Home Loan Bank stock, at cost                                    1,172      1,160
Loans, net of allowance for loan losses                                 74,321     70,117
Accrued interest receivable                                                604        558
Premises and equipment, net                                              3,396      3,312
Reposed Assets                                                               4
Other assets                                                               862        538
                                                                      --------   --------

Total assets                                                          $115,335   $111,294
                                                                      ========   ========

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

Liabilities:
------------
   Deposits:
      Noninterest-bearing                                             $  7,623   $  7,005
      Interest-bearing                                                  66,857     63,816
                                                                      --------   --------
          Total deposits                                                74,480     70,821
   Accrued dividends on savings                                            392        269
   Deferred federal income taxes                                           445        420
   Federal Home Loan Bank advances                                      20,425     20,500
   Other liabilities                                                       396        266
                                                                      --------   --------
          Total liabilities                                             96,138     92,276


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 1,376,361 shares
      2006 and 1,378,761 shares - 2005 outstanding                          15         15
   Additional paid-in capital                                           16,723     16,710
   Retained earnings                                                     4,619      4,284

</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                        3

<PAGE>
<TABLE>
<CAPTION>
<S>                                                           <C>          <C>


   Treasury stock (78,389 shares at March 31, 2006 and
          and 75,989 shares at December 31, 2005)                (1,589)      (1,537)
   Accumulated other comprehensive income                           183          312
                                                              ---------    ---------
                                                                 19,951       19,784
                                                              ---------    ---------
   Unearned common stock held by management recognition
          and retention plan (18,850 at March 31, 2006 and
          December 31, 2005)                                       (398)        (398)
   Unallocated common stock held by ESOP
          (37,969 shares - March 31, 2006 and
              39,278 shares - December 31, 2005 unreleased)        (356)        (368)
                                                              ---------    ---------
   Total stockholders' equity                                    19,197       19,018
                                                              ---------    ---------


Total liabilities and stockholders' equity                    $ 115,335    $ 111,294
                                                              =========    =========

</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                        4

<PAGE>

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

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

               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
               --------------------------------------------------

                                   (UNAUDITED)
                                   -----------

                                                      Three Months Ended
                                                      ------------------
                                                     March 31,   March 31,
                                                       2006        2005
                                                       ----        ----
                                             (in thousands except share data)

Interest and dividend income:
----------------------------
   Loans, including fees                             $  1,399   $  1,193
   Investments-taxable:
      Securities                                          108         81
      Mortgage-backed securities                          230        226
   Dividends-FHLMC/FHLB                                    19         14
   Other (federal funds/interest-
      bearing demand)                                      19          5
                                                     --------   --------
          Total interest and dividend
            income                                      1,775      1,519

Interest expense:
-----------------
   Interest-bearing deposits                              474        321
   Interest on borrowed funds                             225        122
                                                     --------   --------
          Total interest expense                          699        443
                                                     --------   --------

          Net interest income                           1,076      1,076
   Provision for loan losses                               15         --
                                                     --------   --------

          Net interest income after
            provision for loan losses                   1,061      1,076

Other operating income:
-----------------------
   Customer service fees                                   91         64
    Gain on sale of Assets                                103         --
   Other income                                            78         --
                                                     --------   --------
          Total other operating income                    272         64

Other operating expenses:
-------------------------
   Salaries and benefits                                  385        342
   Office occupancy expense                               112        120
   Professional fees and supervisory
      examinations                                         43         36
   SAIF insurance premium                                   2          3
   Other general and administrative
      expenses                                            214        130
                                                     --------   --------
          Total other operating expenses                  756        631
                                                     --------   --------

Income before income taxes                                577        509
--------------------------                           --------   --------

Income tax expense                                        196        173
------------------                                   --------   --------

Net income                                           $    381   $    336
----------                                           ========   ========

Earnings per share                                   $    .29   $    .25
Earning per fully-diluted share                      $    .27   $    .24

     See accompanying notes to unaudited consolidated financial statements.


                                        5

<PAGE>
<TABLE>
<CAPTION>

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

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

                                        FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                        -----------------------------------------

                                                       (UNAUDITED)
                                                       -----------





                                              Additional                     Other                            Total
                                Common         Paid-In       Retained         Comp.         Treasury
                                 Stock         Capital       Earnings        Income          Stock
<S>             <C>          <C>            <C>            <C>             <C>            <C>             <C>
                                                           (in thousands except share data)
Balance January 1, 2006      $         15   $     16,710   $      4,284    $        312   $     (1,537)   $     19,784
-----------------------

Net Income                                                          381                                            381

   Dividends                                                        (46)                                           (46)

   Treasury Stock                                                                                  (52)            (52)
Amortization of awards
under management
recognition and retention                             13                                                            13
plan

Change in net unrealized
gain (loss) on securities
available for sale, net of
tax effect of $66                                                  (129)           (129)                          (129)
                                                           ------------
Total comprehensive
income                                                              252
                             ------------   ------------   ============    ------------   ------------    ------------

Balance March 31, 2006       $         15   $     16,723   $      4,619    $        183   $     (1,589)   $     19,951
----------------------       ============   ============   ============    ============   ============    ============

                         See accompanying notes to unaudited consolidated financial statements.

</TABLE>

                                                         6

<PAGE>
<TABLE>
<CAPTION>

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

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

                     FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                     --------------------------------------------------

                                        (UNAUDITED)
                                        -----------


                                                                          2006       2005
                                                                          ----       ----
<S>                                                                     <C>        <C>
                                                                           (in thousands)


Cash flows from operating activities:
-------------------------------------
   Net income                                                           $   381    $   336
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                                         52         37
       Provision for loan losses                                             15         --
       Deferred income taxes                                                 25        (38)
       Stock dividends                                                      (12)        (8)
       Stock awards - RRP and ESOP                                           13         22
       Gain on sale of assets                                              (103)        --
       Other                                                                  4         14
       Decrease (increase) in prepaid expenses and accrued income            (4)        62
       Increase (decrease) in dividends payable and other liabilities       253        202
                                                                        -------    -------
         Net cash provided by operating activities                          624        627

Cash flows from investing activities:
-------------------------------------
   Activity in available for sale securities:
     Maturities, prepayments and calls                                    1,661      1,156
     Purchases                                                           (2,778)    (2,806)
   Activity in held to maturity securities:
     Maturities, prepayments and calls                                       28         41
     Purchases                                                               --         --
   Net increase in loans                                                 (4,219)    (2,392)
   Purchases of premises and equipment - net                               (120)       (62)
   (Increase) FHLB Stock                                                     --        (27)
   Purchase of insurance agency                                            (308)        --
                                                                        -------    -------
         Net cash (used) by investing activities                         (5,736)    (4,090)

Cash flows from financing activities:
-------------------------------------
   Net (decrease) increase in deposits                                    3,659        (22)
   Net increase (decrease) in advances from FHLB                            (75)     2,800
   Purchase treasury stock and RRP shares                                   (52)       (68)
   Dividends paid                                                           (46)       (43)
                                                                        -------    -------
     Net cash provided by financing activities                            3,486      2,667
                                                                        -------    -------

Net decrease in cash and cash equivalents                                (1,626)      (796)
-----------------------------------------

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

Cash and cash equivalents at March 31                                   $ 2,406    $ 2,143
-------------------------------------                                   =======    =======

</TABLE>

         See accompanying notes to unaudited consolidated financial statements.


                                             7

<PAGE>



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

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

                    FOR THE THREE MONTHS ENDED MARCH 31, 2006
                    -----------------------------------------

                                   (UNAUDITED)
                                   -----------





                                                               2006     2005
                                                               ----     ----
                                                               (in thousands)


Supplemental disclosures:
   Interest paid on deposits and borrowed funds               $ 597    $ 353
   Income taxes paid                                            -0-      -0-

     Noncash investing and financing activities:
       (Decrease) in unrealized gain on securities
          available for sale                                  $(195)   $(257)






     See accompanying notes to unaudited consolidated financial statements.


                                        8

<PAGE>


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

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

                                   (UNAUDITED)
                                   -----------

                                 MARCH 31, 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. 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   as  of  December  31,  2005.   All   intercompany
      transactions  have  been  eliminated  in   consolidation.   The  Company's
      significant  assets are its investments 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 March 31, 2006 and December  31,  2005,  and the
      consolidated  results of  operations  and cash flows for the three  months
      ended  March  31,  2006  and  2005,  and  the  consolidated  statement  of
      stockholders'  equity for the three months  ended March 31, 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  stockholder's
      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 asset and
      business  activity is 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.

                                        9

<PAGE>

2.    Summary of Significant Accounting Policies   (Continued)
      ------------------------------------------

      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 1,315,089  shares
      (outstanding  stock less ESOP shares not released  and MRP shares).  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 March 31, 2006 and December 31, 2005, is as follows
      (in thousands):

                                                              2006       2005
                                                              ----       ----
      First and second mortgage conventional loans:
        Secured by one-to-four-family residences            $ 39,104   $ 38,746
      Commercial real estate                                  13,586     12,570
      Commercial, other than real estate                      12,721      9,933
      Consumer loans (including overdrafts of $43 and $50)     5,691      5,431
      Consumer loans secured by deposits                       1,911      1,439
      Construction loans                                       4,055      4,113
                                                            --------   --------
            Total                                             77,068     72,232
      Less: Allowance for loan losses                           (852)      (837)
      ----
            Unfunded construction loan commitments            (1,895)    (1,278)
                                                            --------   --------
               Loans, net                                   $ 74,321   $ 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                          15      --
      Loans charged off-net of recoveries                --     (40)
                                                      -----   -----
      Balance, March 31, 2006 and December 31, 2005   $ 852   $ 837
                                                      =====   =====

      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 deferred 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 March 31,  2006 and  December  31,  2005
      consists of the following (in thousands):
                                                 2006   2005
                                                 ----   ----

      Loans                                      $480   $452
      Mortgage-backed securities                  116    101

                                       10
<PAGE>

      Investment securities and other               8      5
                                                 ----   ----
             Total accrued interest receivable   $604   $558
                                                 ====   ====

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

                                            2006       2005
                                            ----       ----

      Land and buildings                  $ 3,535    $ 3,416
      Furniture, fixtures and equipment       653        648
                                          -------    -------
             Total                          4,188      4,064
      Less-accumulated depreciation          (792)      (752)
      ----                                -------    -------
             Net premises and equipment   $ 3,396    $ 3,312
                                          =======    =======

      Included  in  land  and  buildings  is $902  (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 late 2006.  The
      total anticipated cost of the project is $3.5 million.

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

                                                      2006      2005
                                                      ----      ----
      Demand deposit accounts (including official
      checks of $767 in 2006 and $746 in 2005)      $14,857   $14,244
      Passbook savings                               12,925    12,812
      Certificates of deposit:
        2.00% - 2.99%                                 2,525     9,725
        3.00% - 3.99%                                24,981    26,139
        4.00% - 4.99%                                19,192     7,901
                                                    -------   -------
        Total certificates of deposit                46,698    43,765
                                                    -------   -------
               Total deposits                       $74,480   $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 three months end March 31, 2006 were
      $12.

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 March 31, 2006 (in thousands), the Association had $19.6
      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.

                                       11
<PAGE>

9.    Employee Stock Ownership Plan
      -----------------------------
      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 March 31,  2006).  The loan is payable over ten years at
      (in thousands)  $66 per year ($16.5 per quarter)  including  interest.  At
      March 31, 2006, $356 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
      quarter  ended  March 31,  2006 was $16.5 and  included  in  salaries  and
      benefits.  As the note is paid,  the shares are released and  allocated to
      the participants in the ESOP. As of March 31, 2006, 14,402 of those shares
      have been released from th 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 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  December  31,  2004.  Shares
      subject  to awards  under the RRP  shares  vest at 20% per year  under the
      plan. As of March 31, 2006,  awards  covering  18,854 shares had been made
      and 3,668 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 quarter ended March 31, 2006 was $13 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 March 31, 2006. The Company
      issued 2,000 options in 2005 that vest over a five year period. A total of
      19,954 options were exercisable as of March 31, 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 Account Standards Board (FASB) Statement No. 123, Accounting for
      Stock-Based  Compensation  (FAS No.  123) and  amended  by (FAS No.  123R)
      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 March 31,
      2006,  $10,225 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.

                                       12
<PAGE>

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 March 31,
      2006, a liability of $24,600 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  subsidiaries,  the Association and the Agency,
at March 31, 2006 and December 31, 2005,  and the results of operations  for the
three  months ended March 31, 2006 with the same period 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 $424 and  liabilities
(in  thousands)  of $52 at March 31,  2006.  Total  revenue  for the  Agency (in
thousands)  was $79 and is  included in other  income,  and total  expenses  (in
thousands)  of $77  which  are  included  in other  general  and  administrative
expenses  in  the   consolidated   income   statement  as  of  March  31,  2006.
Substantially  all of the  Company's  assets  are  currently  held  in,  and its
operations  are  conducted  through  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 approximately 58% of the Company's
outstanding  common  stock at March  31,  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.

Changes in Financial Condition

      Total Assets  increased by $4.0 million or 3.6% from  December 31, 2005 to
March 31, 2006.  The increase was primarily due to a $4.2 million or 6% increase
in the  Company's  net loan  portfolio,  and $1.0  million or 3.2%  increase  in
investment  securities.  Cash and cash equivalents  decreased by $1.6 million or
40.3% from December 31, 2005 to March 31, 2006.

      The  $4.2  million  increase  in the  Company's  net  loan  portfolio  was
primarily due to a $358,000 or .9% increase in  one-to-four  family  residential
loans,  a $1.0 million or 8.1% increase in commercial  real estate loans, a $2.8
million or 28.1% increase in commercial loans other than real

                                       13
<PAGE>

estate,  a $260,000 or 4.8% increase in consumer  loans,  and a  $472,000.00  or
32.8% increase in loans secured by savings.  The growth was slightly offset by a
decrease  in  construction  loans of $58,000 or 1.4% The  Company  continues  to
emphasize originations of higher yielding commercial loans.

      Deposits increased by $3.7 million or 5.2% during the period from December
31,  2005 to March 31,  2006.  The  increase  was due to a $3.0  million or 4.8%
increase in interest  bearing  deposits  and a $618,000 or 8.8% in  non-interest
bearing deposits.

      The Company's total classified assets for regulatory purposes at March 31,
2006  amounted to $736,000  all of which were  classified  as  substandard.  The
classified  assets  at March  31,  2006  consisted  of nine  mortgage  loans and
fourteen consumer loans.

      Total Stockholders' equity increased by $179,000 or .9% in the first three
months of 2006.  The  increase  was due to a net  income of  $381,000  which was
offset  partially  by 52,000  repurchase  of stock and a $129,000  reduction  in
unrealized gain on investment securities. Stockholders' equity at March 31, 2006
totaled $19.2 million compared to equity of $19.0 million at December 31, 2005.

Results of Operations

      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  increased  by $45,000 or 13.4% in the quarter  ended March 31,
2006 compared to quarter ended March 31, 2005. The increase was due primarily to
an increase of $208,000 in  operating  income  which was  partially  offset by a
$15,000 loan loss provision,  a $125,000 increase in operating  expenses,  and a
$23,000 increase in income tax expense.

      Net  interest  income was the same for  quarters  ended March 31, 2006 and
March 31,  2005.  The yield on earning  assets  was 1.66% for the period  ending
March 31, 2006, compared to 1.53% for the period ending March 31, 2005. Interest
expense for three months ended March 31, 2006, was .66% compared to .53% for the
period ended March 31, 2005.  The increase was  primarily due to higher rates on
rates on interest-bearing balances and borrowed funds.

      There was a $15,000  provision  for loan losses made for the period  ended
March 31, 2006 and none made for the period ended for March 31,  2005.  At March
31, 2006, the Company's non- accruing loans amounted to $65,000 which  consisted
of one mortgage loan and four auto loans. The allowance for loan losses amounted
to $852,000 at March 31, 2006,  representing 1.1% of the total loans held in the
portfolio and 1,310.8% of the total non-accruing loans at such date.

      Other  operating  income  increased  by  $208,000  or 325.0% for the three
months  ended March 31,  2006 over  comparable  quarter.  The  increase  was due
primarily to a $27,000  increase in customer  service fees, a $103,000 gain from
the sale of assets,  and other income of $78,000,  which included the revenue of
the Agency.

      Other operating expense increase by $125,000 or 19.8% for the three months
ended  March  31,  2006,  over the  comparable  quarter.  The  increase  was due
primarily to a $43,000  increase in salaries and benefits and a $84,000 increase
in other expense that included the expenses of the Agency.

      The $23,00  increase  in income tax expense  was due to  increased  income
before taxes for the period ended March 31,2006, over the comparable quarter.

                                       14
<PAGE>

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 March 31, 2005,  the  Association  exceeded each of its
capital requirements with ratios of 15.11%, 28.20% and 26.64%, 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 related 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.

                                       15
<PAGE>

                              Minden Bancorp, Inc.
                                   Form 10-QSB
                          Quarter Ended March 31, 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 its equity securities pursuant to its stock repurchase plans during
the quarter ended March 31, 2006.


                                                                      Maximum
                                                  Total Number of    Number of
                                                       Shares       Shares that
                                                   Purchased as     May Yet Be
                         Total                    Part of Publicly   Purchased
                         Number        Average       Announced       Under the
                       of Shares      Price Paid      Plans or        Plans or
      Period           Purchased       per Share      Programs        Programs
--------------------  ------------   ------------   ------------   ------------

January 1-31, 2006              --             --             --         23,289
--------------------  ------------   ------------   ------------   ------------
February 1-28, 2006             --             --             --         23,289
--------------------  ------------   ------------   ------------   ------------
March 1-31, 2006             2,400          21.45          2,400         20,889
--------------------  ------------   ------------   ------------   ------------

     Total                   2,400   $      21.45          2,400         20,889
--------------------  ------------   ------------   ------------   ------------

================

      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. Upon completion
      of the second  repurchase  program in May 2005,  the  Company  announced a
      third stock  repurchase  program to repurchase 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  as March 31, 2006 under the
      third stock repurchase program.

                                       16
<PAGE>


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.


                                       17
<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: May 12, 2006                        /s/ A. David Evans
                                          A. David Evans
                                          President and Chief Executive Officer


Date: May 12, 2006                        /s/ Becky T. Harrell
                                          Becky T. Harrell
                                          Chief Financial Officer and Treasurer




                                       18