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, 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 ninety days. Yes X  No
                                                                 ---   ---

Shares of common stock, par value $.01 per share, outstanding as of April 30,
2005: The registrant had 1,396,611 shares of common stock outstanding, of which
800,112 shares were held by Minden Mutual Holding Company, the registrant's
mutual holding company, and 596,499 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, 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..........................................      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...............................     16

Item 4 -  Submission of Matters to a Vote of Security Holders...........     16

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

<TABLE>
<CAPTION>
                                                                      March      December
          A S S E T S                                               31, 2005     31, 2004
          -----------                                               ----------------------
                                                                (in thousands except share data)
<S>                                                                 <C>          <C>
Cash and noninterest-bearing deposits                               $   1,379    $   1,745
Interest-bearing demand deposits                                          464          694
Federal funds sold                                                        300          500
                                                                    ---------    ---------
            Total cash and cash equivalents                             2,143        2,939

Investment securities:
   Securities held-to-maturity (estimated market value of $2,078-
   2005 and $2,123-2004)                                                2,062        2,097
   Securities available-for-sale, at estimated market value            35,561       34,174

First National Bankers Bank stock, at cost                                210          210
Federal Home Loan Bank stock, at cost                                   1,051        1,016
Loans, net of allowance for loan losses                                64,992       62,600
Accrued interest receivable                                               558          512
Premises and equipment, net                                             3,104        3,079
Real estate owned                                                          --           --
Other assets                                                              448          556
                                                                    ---------    ---------

Total assets                                                        $ 110,129    $ 107,183
                                                                    =========    =========

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

Liabilities:
-----------
   Deposits:
      Noninterest-bearing                                           $   7,710    $   6,159
      Interest-bearing                                                 62,933       64,506
                                                                    ---------    ---------
          Total deposits                                               70,643       70,665
   Accrued dividends on savings                                           279          187
   Deferred federal income taxes                                          459          584
   Federal Home Loan Bank advances                                     20,000       17,200
   Other liabilities                                                      276          166
                                                                    ---------    ---------
          Total liabilities                                            91,657       88,802

Stockholders' equity:
--------------------
   Preferred stock-1,000,000 shares authorized-none issued                 --           --
   Common stock, par value $.01; 4,000,000 shares issued;
      1,396,611 shares issued and 1,454,750 outstanding                    15           15
   Additional paid-in capital                                          16,647       16,690
   Retained earnings                                                    3,399        3,106
   Treasury stock (58,139 shares)                                      (1,177)      (1,109)
   Accumulated other comprehensive income                                 386          556
                                                                    ---------    ---------



     See accompanying notes to unaudited consolidated financial statements.


                                        3
<PAGE>

                                                                       19,270       19,258
                                                                    ---------    ---------
Unearned common stock held by management recognition
          and retention plan (22,518-2005, 26,186-2004, shares)          (396)        (462)
   Unallocated common stock held by ESOP (43,206-2005,
          45,999-2004, shares unreleased)                                (402)        (415)
                                                                    ---------    ---------
                Total stockholders' equity                             18,472       18,381
                                                                    ---------    ---------


Total liabilities and stockholders' equity                          $ 110,129    $ 107,183
                                                                    =========    =========
</TABLE>











                                       4
<PAGE>

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

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

               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
               --------------------------------------------------

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

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                            ------------------
                                                           March 31,   March 31,
                                                             2005        2004
                                                             ----        ----
                                                     (in thousands except share data)
<S>                                                        <C>         <C>
Interest and dividend income:
----------------------------
   Loans, including fees                                   $   1,193   $   1,054
   Investments-taxable:
      Securities                                                  81          46
      Mortgage-backed securities                                 226         234
   Dividends-FHLMC/FHLB                                           14           8
   Other (federal funds/interest-
      bearing demand)                                              5           9
                                                           ---------   ---------
          Total interest and dividend
            income                                             1,519       1,351

Interest expense:
-----------------
   Interest-bearing deposits                                     321         332
   Interest on borrowed funds                                    122          43
                                                           ---------   ---------
          Total interest expense                                 443         375
                                                           ---------   ---------

          Net interest income                                  1,076         976
   Provision for loan losses                                      --          --
                                                           ---------   ---------

          Net interest income after
            provision for loan losses                          1,076         976

Other operating income:
-----------------------
   Customer service fees                                          64          72
    Gain on sale of REO                                           --          --
                                                           ---------   ---------
          Total other operating income                            64          72

Other operating expenses:
-------------------------
   Salaries and benefits                                         342         313
   Office occupancy expense                                      120          92
   Professional fees and supervisory
      examinations                                                36          35
   SAIF insurance premium                                          3           3
   Other general and administrative
      expenses                                                   130         129
                                                           ---------   ---------
          Total other operating expenses                         631         572
                                                           ---------   ---------

Income before income taxes                                       509         476

Income tax expense                                               173         163
------------------                                         ---------   ---------

Net income                                                 $     336   $     313
----------                                                 =========   =========

Earnings per share                                         $     .25   $     .23
Earning per fully-diluted share                            $     .24   $     .21
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                        5

<PAGE>

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

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

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

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

<TABLE>
<CAPTION>

                                                  Additional                     Other                       Total

                                      Common        Paid-In      Retained         Comp.       Treasury

                                       Stock        Capital      Earnings        Income         Stock
                                       -----        -------      --------        ------         -----

                                                            (in thousands except share data)
<S>                                  <C>           <C>           <C>            <C>           <C>           <C>
Balance January 1, 2005              $      15     $  16,690     $   3,106      $     556     $  (1,109)    $  19,258
-----------------------

Net Income                                                             336                                        336

   Dividends                                                           (43)                                       (43)

   Treasury Stock                                        (65)                                       (68)         (133)
Amortization of awards
under management
recognition and retention                                 22                                                       22
plan

Change in net unrealized
gain (loss) on securities
available for sale, net of
tax effect of $87                                                     (170)          (170)                       (170)

Total comprehensive
income                                                                 166
                                     ---------     ---------     =========      ---------     ---------     ---------

Balance March 31, 2005               $      15     $  16,647     $   3,399      $     386     $  (1,177)    $  19,270
----------------------               =========     =========     =========      =========     =========     =========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       6

<PAGE>

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

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

               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
               --------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                  2005         2004
                                                                  ----         ----
                                                                      (in thousands)
<S>                                                            <C>          <C>
Cash flows from operating activities:
------------------------------------
   Net income                                                  $   336      $   313
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation                                                 37           35
       Deferred income taxes                                       (38)          --
       Stock dividends                                              (8)         (39)
       Stock awards - RRP and ESOP                                  22           13
       Other                                                        14           --
       Decrease in prepaid expenses and accrued income              62           55
       Increase in dividends payable and other liabilities         202            5
                                                               -------      -------
         Net cash provided by operating activities                 627          382

Cash flows from investing activities:
------------------------------------
   Activity in available for sale securities:
     Maturities, prepayments and calls                           1,156        1,772
     Purchases                                                  (2,806)      (4,610)
   Activity in held to maturity securities:
     Maturities, prepayments and calls                              41           96
     Purchases                                                      --       (1,000)
   Net increase (decrease) in loans                             (2,392)         552
   Net (increase) in real estate owned                              --          (35)
   Purchases of premises and equipment                             (62)         (33)
   (Increase) FHLB Stock                                           (27)         (82)
                                                               -------      -------
         Net cash (used) by investing activities                (4,090)      (3,340)

Cash flows from financing activities:
------------------------------------
   Net (decrease) increase in deposits                             (22)         275
   Net increase in advances from FHLB                            2,800        3,000
   Purchase treasury stock and RRP shares                          (68)         (35)
   Dividends paid                                                  (43)         (33)
                                                               -------      -------
     Net cash provided by financing activities                   2,667        3,207
                                                               -------      -------

Net (decrease) increase in cash and cash equivalents              (796)         249
----------------------------------------------------

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

Cash and cash equivalents at March 31                          $ 2,143      $ 2,581
-------------------------------------                          =======      =======
</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, 2005
                    -----------------------------------------

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

<TABLE>
<CAPTION>
                                                                  2005        2004
                                                                  ----        ----
                                                                         (in thousands)
<S>                                                             <C>         <C>
Supplemental disclosures:
   Interest paid on deposits and borrowed funds                 $  353      $  313
   Income taxes paid                                                -0-         -0-

     Noncash investing and financing activities:
       Increase (decrease) in unrealized gain on securities
          available for sale                                    $ (257)     $  202
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                        8

<PAGE>

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

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

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

                                 MARCH 31, 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,  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, 2005 and December  31,  2004,  and the
      consolidated  results of  operations  and cash flows for the three  months
      ended  March  31,  2005  and  2004,  and  the  consolidated  statement  of
      stockholders'  equity for the three months  ended March 31, 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  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,  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


                                        9

<PAGE>

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

      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 1,330,887  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, 2005 and December 31, 2004, is as follows
      (in thousands):

<TABLE>
<CAPTION>
                                                                    2005          2004
                                                                    ----          ----
<S>                                                              <C>           <C>
        First and second mortgage conventional loans:
          Secured by one-to-four-family residences                 37,669      $ 37,711
        Commercial real estate                                     10,629         9,468
        Commercial, other than real estate                          9,936         9,435
        Consumer loans (including overdrafts of $25 and $35)        4,115         3,815
        Consumer loans secured by deposits                          1,089         1,759
        Construction loans                                          4,901         1,477
                                                                 --------      --------
              Total                                                68,339        63,665
        Less: Allowance for loan losses                             (878)         (877)
        ----
              Unfunded construction loan commitments               (2,469)         (188)
                                                                 --------      --------
              Loans, net                                         $ 64,992      $ 62,600
                                                                 ========      ========
</TABLE>

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

        Balance, January 1, 2005 and January 1, 2004      $877     $ 893
        Provision for loan losses                           --        --
        Loans charged off-net of recoveries                  1       (16)
                                                          ----     -----
        Balance, March 31, 2005 and December 31, 2004     $878     $ 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 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,  2005 and  December  31,  2004
      consists of the following (in thousands):

                                                     2005     2004
                                                     ----     ----

        Loans                                        $442     $395
        Mortgage-backed securities                    105      103
        Investment securities and other                11       14
                                                     ----     ----
               Total accrued interest receivable     $558     $512
                                                     ====     ====


                                       10
<PAGE>

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

      Premises  and  equipment  as or March 31, 2005 and  December  31, 2004 are
      summarized as follows (in thousands):

                                                 2005         2004
                                                 ----         ----

        Land and buildings                    $ 3,163      $ 3,152
        Furniture, fixtures and equipment         591          540
                                              -------      -------
               Total                            3,754        3,692
        Less-accumulated depreciation            (650)        (613)
        ----                                  -------      -------
               Net premises and equipment     $ 3,104      $ 3,079
                                              =======      =======

6.    Deposits
      --------

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


                                                           2005        2004
                                                           ----        ----
        Demand deposit accounts (including official
        checks of $1,018 in 2005 and $956 in 2004)      $12,455     $11,006
        Passbook savings                                 14,171      14,022
        Certificates of deposit:
          1.00% - 1.99%                                     697       4,642
          2.00% - 2.99%                                  39,129      37,178
          3.00% - 3.99%                                   4,191       3,817
                                                        -------     -------
          Total certificates of deposit                  44,017      45,637
                                                        -------     -------
                 Total deposits                         $70,643     $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 three months end March 31, 2005 were
      $11.

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, 2005 (in thousands), the Association had $18.1
      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
      -----------------------------

      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, 2005). The loan is


                                       11

<PAGE>

      payable over ten years at (in  thousands) $66 per year ($16.5 per quarter)
      including interest. At March 31, 2005, $402 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,  2005 was $25.5  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, 2005, 9,165 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 March 31, 2005.  Shares subject
      to awards under the RRP shares vest at 20% per year under the plan.  As of
      March 31,  2005,  awards  covering  18,354  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, 2005 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  49,885 shares were  outstanding as of March 31, 2005. A total of
      9,977 options were exercisable as of March 31, 2005.

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

      The Company  accounts 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) requires pro forma net income and
      earnings  per share  based upon the fair value  method of  accounting  for
      stock-based  compensation  plans.  If the Company had elected to recognize
      compensation  based upon the fair value method prescribed by Statement No.
      123, the  Company's  net income and per share would have been  adjusted to
      the pro forma  amounts  indicated  below (in  thousands,  except per share
      amounts):


                                                       Three Months Ended

                                                         March 31, 2005
                                                         --------------

        Net Income, as reported                                $ 336

        Pro forma net income                                     319

        Diluted income per share, as reported                  $ .24

        Pro forma diluted income per share                     $ .24


                                       12
<PAGE>


      The pro forma  adjustments shown above are not indicative of future period
      pro forma  adjustments  when the  calculation  will reflect all applicable
      stock options.  The fair value of Company options at the date of grant was
      estimated using the Black-Scholes option-pricing model with assumptions as
      follows:  volatility,  30.07%,  risk free interest rate,  3.53%,  dividend
      yield, 1.0% and weighted-average expected life of the options, 10 years.

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 March 31, 2005
and December 31, 2004,  and the results of operations for the three months ended
March  31,  2005  with the same  period  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.

      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 approximately 57% of the Company's
outstanding  common stock at March 31, 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.

Changes in Financial Condition

      Total assets increased by $2.95 million,  or 2.75%, from December 31, 2004
to March 31, 2005. The increase was primarily due to a $2.39 million,  or 3.82%,
increase in the Company's  net loan  portfolio,  and a $1.4  million,  or 3.73%,
increase  in  investment  securities.  Cash and cash  equivalents  decreased  by
$796,000, or 27.08%, from December 31, 2004 to March 31, 2005.

      The $2.39  million  increase  in the  Company's  net loan  portfolio  from
December 31, 2004 was primarily due to a $1.16 million,  or 12.26%,  increase in
commercial  real  estate  loans,  a  $3.42  million,  or  231.82%,  increase  in
construction  loans, a $501,000,  or 5.31%,  increase in commercial loans, other
than real  estate,  and a $300,000,  or 7.86%,  increase in consumer  loans (not
including  those secured by deposits)  offset  slightly by a $42,000,  or 0.11%,
decrease  in  one-to-four  family  residential  loans and a  $670,000  or 38.09%
decrease in consumer  loans  secured by deposits.  The Company has increased its
emphasis on the  origination of higher  yielding  commercial and consumer loans.
Deposits decreased by $22,000,  or 0.03%, at March 31, 2005 compared to the year
ended  December 31, 2004.  The  decrease was due to a $1.57  million,  or 2.44%,
decrease in interest  bearing  deposits  offset by a $1.55  million,  or 25.18%,
increase in non-interest bearing deposits.


                                       13
<PAGE>

      The Company's total classified assets for regulatory purposes at March 31,
2005  amounted to $548,000  all of which were  classified  as  substandard.  The
classified  assets at March 31, 2005 consisted of twelve mortgage loans and five
automobile loans.

      Total  stockholders'  equity increased by $91,000,  or 0.50%, in the first
three months of 2005. Net income of $336,000  increased equity during the period
which was  partially  offset by a dividend  payment of $43,000 and by a $170,000
decrease in unrealized gain on investment  securities.  Stockholders'  equity at
March 31, 2005  totaled  $18.5  million  compared to equity of $18.4  million at
December 31, 2004.

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 $23,000,  or 7.35%, in the quarter ended March 31,
2005 compared to the quarter ended March 31, 2004. The increase in the March 31,
2005 quarter was due primarily to an increase of $100,000 in net interest income
which was  partially  offset by a  decrease  in the  other  operating  income of
$8,000,  an increase in other  operating  expenses of $59,000 and an increase in
income tax expense of $10,000.

      Net interest income increased by $100,000, or 10.25%, in the quarter ended
March 31, 2005 and over the quarter  ended  March 31,  2004.  This was due to an
increase in net loans and  investments of $5.0 million and a decrease in the net
interest rate spread of .05%. Net interest income (interest income less interest
expense) was 1.00% for the three months ended March 31, 2005,  compared to 1.05%
as of the three  months  ended  March 31,  2004.  Interest  expense on  interest
bearing  liabilities for the three months ended March 31, 2005 was .53% compared
to .46% for the period ended March 31, 2004.

      Total interest and dividend income increased by $168,000,  or 12.44%,  for
the quarter over the  comparable  quarter of 2004.  This was primarily due to an
increase in income from loans receivable and fees of $139,000,  or 13.19%, and a
$27,000,  or 9.64%  increase  in  income  from  securities  and  mortgage-backed
securities in the quarter  ending March 31, 2005 compared to the quarter  ending
March 31, 2004.

      Total interest expense  increased by $68,000,  or 18.13%,  for the quarter
over the  comparable  quarter of 2004. The increase in the quarter was primarily
due to an  increase  in  interest  paid on Federal  Home Loan Bank  advances  of
$79,000 an was partially offset by a decrease in total interest paid on deposits
of $11,000 . The  decrease  in interest  paid on deposits  was a result of lower
average interest rates paid which was partially offset by an increase in average
balances.  The increase in interest  paid on Federal Home Loan Bank advances was
caused by an increase in average balances.

      No provision for losses on loans was made for the quarters ended March 31,
2005 or 2004. At March 31, 2005,  the Company's  non-accruing  loans amounted to
$150,000.  The allowance for loan losses amounted to $878,000 at March 31, 2005,
representing 1.28% of the total loans held in portfolio and 585.33% of the total
non-accruing loans at such date.

      Other  operating  income  decreased in the quarter ended March 31, 2005 by
$8,000,  or 11.11%,  over the quarter ended March 31, 2004. The decrease for the
period is  attributable to a decrease in transaction  service  charges  slightly
offset by an increase in commission on life insurance.


                                       14
<PAGE>

      Other operating  expenses increased in the quarter ended March 31, 2005 by
$59,000,  or 10.31%,  over the quarter ended March 31, 2004. The increase in the
quarter was due to a $29,000 increase in employee compensation and benefits, and
a $28,000 increase in office occupancy expense.  Compensation expenses increased
in the period due to an increase in the number of staff and, to a lesser extent,
through increased compensation to current employees.

      Income tax  expense  increased  in the  quarter  ended  March 31,  2005 by
$10,000 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.

      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 14.44%, 14.44% and 29.42%, 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, 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 its equity  securities  pursuant  to its stock  repurchase  plans  during the
quarter ended March 31, 2005.

<TABLE>
<CAPTION>
                                                                              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
---------------------         ---------  -----------    ----------------     -----------
<S>                              <C>        <C>               <C>               <C>
January 1-31, 2005
                                 3,300      $ 20.40           3,300             12,139

February 1-28, 2005                 --           --              --             12,139
March 1-31, 2005                    --           --              --             12,139

     Total                       3,300      $ 20.40           3,300             12,139
                               =======      =======         =======            =======
</TABLE>

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

      On September  16, 2004 the Company  announced  that its Board of Directors
      authorized the second stock repurchase plan for up to 31,000 shares of the
      Company's  outstanding  common  shares.  At that time, it had 2,439 shares
      remaining to be repurchased on its first repurchase  program  announced on
      September 23, 2003.  Since the  announcement  the shares  remaining in the
      first  repurchase  plan  were  repurchased  in  December  2004.  Since the
      announcement  of the second  repurchase  plan through March 31, 2005,  the
      Company has purchased  18,861 in  connection  with such plan at an average
      price per share of $20.94.  There is no  expiration  period for the second
      stock repurchase plan.

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:


                                       16
<PAGE>

            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:

<TABLE>
<CAPTION>
          EXHIBIT NO.                DESCRIPTION
<S>                       <C>
             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.
</TABLE>


                                       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 16, 2005                        /s/ A. David Evans
                                         A. David Evans
                                         President and Chief Executive Officer


Date: May 16, 2005                       /s/ Becky T. Harrell
                                        Becky T. Harrell
                                        Chief Financial Officer and Treasurer


                                       18