UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

            For the quarterly period ended June 30, 2004

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

            For the transition period from __________ to _________

                        Commission File Number 000-49882

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

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

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

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

          Check whether the issuer (1) filed all reports required to be filed by
          Section 13 or 15(d) of the  Exchange Act during the past 12 months (or
          for such shorter  period that the registrant was required to file such
          reports), and (2) has been subject to such filing requirements for the
          past 90 days. Yes |X| No |_|

          Shares of common stock,  par value $.01 per share,  outstanding  as of
          July 31, 2004:  The  registrant  had 1,420,411  shares of common stock
          issued and  outstanding,  of which 800,112  shares were held by Minden
          Mutual Holding Company,  the registrant's mutual holding company,  and
          620,299  shares were held by the public and  directors,  officers  and
          employees of the registrant.

          Transitional Small business  Disclosure Format (check one):
          Yes |_| No |X|.

<PAGE>

                              Minden Bancorp, Inc.

                                   Form 10-QSB

                           Quarter Ended June 30, 2004

                         PART I - FINANCIAL INFORMATION

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

                                                                            Page
                                                                            ----

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

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

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

                           PART II - OTHER INFORMATION

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

Item 2 -     Changes in Securities and Small Business Issuer
             Purchases of Equity Securities................................  17

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

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

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

Item 6 -     Exhibits and Reports on Form 8-K..............................  18

Signatures.................................................................  20

Exhibits...................................................................  21

<PAGE>

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

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

                 JUNE 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003
                 -----------------------------------------------

<TABLE>
<CAPTION>
                                                                        June          December
          ASSETS                                                      30, 2004        31, 2003
          ------                                                     ---------       ---------
                                                                  (in thousands except share data)
<S>                                                                  <C>             <C>
Cash and noninterest-bearing deposits                                $   1,069       $   1,475
Interest-bearing demand deposits                                           572             657
Federal funds sold                                                          --             200
                                                                     ---------       ---------
          Total cash and cash equivalents                                1,641           2,332

Investment securities:
   Securities held-to-maturity (estimated market value of
      $1,718 at December 31, 2003 and $2,221at June 30, 2004)            2,184           1,328
   Securities available-for-sale, at estimated market value             39,732          34,791

First National Bankers Bank stock, at cost                                 210             210
Federal Home Loan Bank stock, at cost                                      877             779
Loans, net of allowance for loan losses                                 60,494          58,097
Accrued interest receivable                                                428             338
Premises and equipment, net                                              2,320           2,313
Other assets                                                               479             556
                                                                     ---------       ---------

Total assets                                                         $ 108,365       $ 100,744
                                                                     =========       =========

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

Liabilities:
------------
   Deposits:
      Noninterest-bearing                                            $   5,847       $   4,149
      Interest-bearing                                                  66,251          63,972
                                                                     ---------       ---------
          Total deposits                                                72,098          68,121
   Accrued dividends on savings                                            293             206
   Deferred federal income taxes                                           475             514
   Federal Home Loan Bank advances                                      17,000          13,500
   Other liabilities                                                       361             232
                                                                     ---------       ---------
          Total liabilities                                             90,227          82,573

Stockholders' equity:
---------------------
   Preferred stock-1,000,000 shares authorized-none issued                  --              --
   Common stock, par value $.01; 4,000,000 shares authorized;
      1,454,750 shares issued and 1,454,750 outstanding at
      December 31, 2003 and 1,429,411 shares outstanding at
       June 30, 2004                                                        15              15
   Additional paid-in capital                                           16,663          16,637
   Retained earnings                                                     2,426           1,900
   Treasury stock, at cost (25,339 shares at June 30, 2004)               (504)             --
   Accumulated other comprehensive income                                  438             514
                                                                     ---------       ---------
                                                                        19,038          19,066
                                                                     ---------       ---------

     See accompanying notes to unaudited consolidated financial statements.

<PAGE>


Unearned common stock held by management recognition
          and retention plan (26,186 at June 30, 2004,
          24,950 at December 31, 2003)                                    (462)           (435)
Unallocated common stock held by ESOP (43,775 at June 30, 2004,
          45,999 at December 31, 2003)                                    (438)           (460)
                                                                     ---------       ---------
             Total stockholders' equity                                 18,138          18,171
                                                                     ---------       ---------

Total liabilities and stockholders' equity                           $ 108,365       $ 100,744
                                                                     =========       =========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       2

<PAGE>

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

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

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003
            ---------------------------------------------------------

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                  Three Months Ended       Six Months Ended
                                                  ------------------       ----------------
                                                 June 30,    June 30,    June 30,    June 30,
                                                   2004        2003        2004        2003
                                                   ----        ----        ----        ----
                                                       (in thousands except share data)
<S>                                               <C>         <C>         <C>         <C>
Interest and dividend income:
-----------------------------
   Loans, including fees                          $1,050      $1,069      $2,109      $2,075
   Investments-taxable:
      Securities                                      54          36          98          76
      Mortgage-backed securities                     227         134         461         257
   Dividends-FHLMC/FHLB                               14          10          26          17
   Other                                               3           4           5          13
                                                  ------      ------      ------      ------
          Total interest and dividend income       1,348       1,253       2,699       2,438

Interest expense:
-----------------
   Interest-bearing deposits                         333         365         665         741
   Interest on borrowed funds                         47          27          90          50
                                                  ------      ------      ------      ------
          Total interest expense                     380         392         755         791
                                                  ------      ------      ------      ------

          Net interest income                        968         861       1,944       1,647
   Provision for loan losses                          --          --          --          --
                                                  ------      ------      ------      ------
          Net interest income after
            provision for loan losses                968         861       1,944       1,647

Other operating income:
-----------------------
   Customer service fees                              70          52         142         104
   Gain on sale of REO Assets                          3         145           3         154
                                                  ------      ------      ------      ------
          Total other operating income                73         197         145         258

Other operating expenses:
-------------------------
   Salaries and benefits                             321         280         634         546
   Office occupancy expense                           84          49         176         102
   Professional fees and supervisory
      examinations                                    34          33          69          58
   SAIF insurance premium                              2           2           5           4
   Other general and administrative
      expenses                                       158         152         287         271
                                                  ------      ------      ------      ------
      Total other operating expenses                 599         516       1,171         981
                                                  ------      ------      ------      ------
Income before income taxes                           442         542         918         924
--------------------------
Income tax expense                                   150         200         313         336
------------------                                ------      ------      ------      ------

Net income                                        $  292      $  342      $  605      $  588
----------                                        ======      ======      ======      ======

Earnings per share                                $  .21      $  .24      $  .44      $  .42
Earnings per share fully diluted                  $  .20      $   24      $  .42      $  .42
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>

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

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

                     FOR THE SIX MONTHS ENDED JUNE 30, 2004
                     --------------------------------------

                                    UNAUDITED
                                    ---------

<TABLE>
<CAPTION>
                                                 Additional                        Other
                                      Common       Paid-In         Retained        Comp.        Treasury
                                      Stock        Capital         Earnings       Income         Stock        Total
                                      -----        -------         --------       ------         -----        -----
                                                        (in thousands)
<S>                                   <C>          <C>             <C>            <C>            <C>        <C>
Balance January 1, 2004               $  15        $ 16,637        $ 1,900        $  514                    $ 19,066

Net Income                                                             605                                       605

   Dividends                                                           (79)                                      (79)

   Treasury Stock                                                                                 (504)         (504)
Amortization of awards under
management recognition and
retention plan (RRP)                                     26                                                       26

Change in net unrealized gain
(loss) on securities available for
sale, net of tax effect of $39                                         (76)          (76)                        (76)
                                                                   -------        ------                    --------

   Total comprehensive income                                          529
                                      -----        --------        =======        ------         -----      --------
Balance June 30, 2004                 $  15        $ 16,663        $ 2,426        $  438         $(504)     $ 19,038
---------------------                 =====        ========        =======        ======         =====      ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>

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

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

                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                 -----------------------------------------------

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                           June 30,      June 30,
                                                                             2004          2003
                                                                             ----          ----
                                                                                (in thousands)
<S>                                                                        <C>           <C>
Cash flows from operating activities:
-------------------------------------
   Net income                                                              $   605       $    588
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation                                                             71             47
       Deferred income taxes                                                    --            (72)
       Stock Incentive Compensation                                             26             10
       Stock dividends                                                          (6)            (6)
       Gain on sale of assets                                                   (4)          (154)
       Decrease (Increase) in prepaid expenses and accrued income               13            (34)
       Increase (decrease) in dividends payable and other liabilities          216           (167)
                                                                           -------       --------
         Net cash provided by operating activities                             921            212

Cash flows from investing activities:
-------------------------------------
   Activity in available for sale securities:
     Maturities, prepayments and calls                                       4,253          2,992
     Purchases                                                              (9,309)        (7,717)
   Activity in held to maturity securities:
     Maturities, prepayments and calls                                         154            588
     Purchases                                                              (1,010)            --
   Net increase in loans                                                    (2,397)        (6,548)
   Net increase in real estate owned                                            --           (200)
   Net increase in premises and equipment                                      (78)          (243)
   Proceeds from sale of assets                                                 --            170
   Purchase FHLB Stock                                                         (92)           (34)
                                                                           -------       --------
         Net cash used by investing activities                              (8,479)       (10,992)

Cash flows from financing activities:
-------------------------------------
   Net increase in deposits                                                  3,977          6,501
   Net increase in advances from FHLB                                        3,500          4,000
   Purchase of Treasury Stock and RRP shares                                  (531)            --


     See accompanying notes to unaudited consolidated financial statements.

                                        5
<PAGE>


   Dividends Paid                                                              (79)           (33)
                                                                           -------       --------
         Net cash provided by financing activities                           6,867         10,468
                                                                           -------       --------

Net decrease in cash and cash equivalents                                     (691)          (312)

Cash and cash equivalents at January 1                                       2,332          3,244
                                                                           -------       --------

Cash and cash equivalents at June 30                                       $ 1,641       $  2,932
                                                                           =======       ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                        6
<PAGE>

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

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

            FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND JUNE 30, 2003
            --------------------------------------------------------

                                    UNAUDITED

                                                    June 30,      June 30,
                                                      2004          2003
                                                    --------      --------
                                                        (in thousands)

Supplemental disclosures:
   Interest paid on deposits and borrowed funds       $660          $780
   Income taxes paid                                   181           479

     Noncash investing and financing activities:
       Decrease in unrealized gain on securities
         available for sale                           $115          $211
                                                      ====          ====

     See accompanying notes to unaudited consolidated financial statements.


                                       7
<PAGE>

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

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

                                  JUNE 30, 2004
                                  -------------

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,  2003  was  obtained   from  the  Company's
     consolidated audited financial  statements.  All intercompany  transactions
     have been  eliminated  in  consolidation.  The Company's  only  significant
     assets are its investment in the Association, and its loan to the Company's
     employee stock  ownership plan (ESOP) and the remainder of the net offering
     proceeds retained by the Company.

     In the opinion of the  management of the Company and the  Association,  the
     accompanying unaudited consolidated financial statements include all normal
     adjustments   considered  necessary  to  present  fairly  the  consolidated
     financial  position  as of June 30, 2004 and  December  31,  2003,  and the
     consolidated  results  of  operations  and cash flows for the three and six
     months  ended June 30, 2004 and 2003,  and the  consolidated  statement  of
     stockholders'  equity  for the six  months  ended  June 30,  2004.  Interim
     results are not necessarily indicative of results for a full year.

     The  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, 2003
     set  forth in the  Company  Annual  Report  to  stockholders  for such year
     ("Annual Report").

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


                                       8
<PAGE>

     Significant Group  Concentrations of Credit Risk. Most of the Association's
     activities are with customers  located  within Webster  Parish,  Louisiana.
     Note 2 to the audited financial  statements in the Annual Report 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  1,359,450  shares
     (outstanding  stock  less ESOP  shares  not  released  and RRP  shares  not
     earned).  Fully diluted EPS is based upon the treasury stock method for the
     stock options.

3.   Loans and Allowance for Loan Losses
     -----------------------------------
     The loan portfolio at June 30, 2004, is as follows (in thousands):

      First mortgage conventional loans:
        Secured by one-to-four-family residences                 $ 36,305
      Commercial real estate                                        8,618
      Commercial, other than real estate                           10,866
      Consumer loans (including overdrafts of $22)                  3,374
      Consumer loans secured by deposits                            1,135
      Construction loans                                            2,262
                                                                 --------
            Total                                                  62,560
      Less: Allowance for loan losses                                 892
      ----
            Unfunded construction loan commitments                  1,174
                                                                 --------
            Loans, net                                           $ 60,494
                                                                 ========

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

      Balance, January 1                                         $    893
      Provision for loan losses                                        --
      Loans charged off-net of recoveries                              (1)
                                                                 --------
      Balance, June 30                                           $    892
                                                                 ========

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

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


                                       9
<PAGE>

4.   Accrued Interest Receivable
     ---------------------------
     Accrued interest  receivable at June 30, 2004 consists of the following (in
     thousands):

      Loans                                                         $      294
      Mortgage-backed securities                                           117
      Investment securities and other                                       17
                                                                    ----------
             Total accrued interest receivable                      $      428
                                                                    ==========

5.   Premises and Equipment
     ----------------------
     Premises  and  equipment  at June 30,  2004 are  summarized  as follows (in
     thousands):

      Land and buildings                                            $    2,368
      Furniture, fixtures and equipment                                    525
                                                                    ----------
             Total                                                       2,893
      Less-accumulated depreciation                                       (573)
                                                                    ----------
             Net premises and equipment                             $    2,320
                                                                    ==========

6.   Deposits
     --------
     Deposits as of June 30, 2004 are summarized as follows (in thousands):

      Demand deposit accounts (including official
        checks of $1,317 in 2004)                                   $   10,102
      Savings                                                           13,207
        Certificates of deposit:
          1.00%--1.99%                                                   9,316
          2.00% - 2.99%                                                 36,221
          3.00% - 3.99%                                                  3,252
          Total certificates of deposit                                 48,789
                                                                    ----------
               Total deposits                                       $   72,098
                                                                    ==========

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%  employer  contribution  (based upon  compensation)  with a match of the
     employees'   contribution  up  to  6%  based  upon  Board  approval.   Plan
     contributions  (in  thousands)  for the six months ended June 30, 2004 were
     $21.

8.   Commitments and Contingencies
     -----------------------------
     In the  ordinary  course  of  business,  the  Association  has  outstanding
     commitments on which management does not anticipate  losses.  They include,
     among  other  things,  commitments  to extend  credit and letters of credit
     undertaken in the normal  course of business and to purchase  mortgage pool
     securities.  As of June 30, 2004, the  Association had $8.6 million of loan
     commitments and lines of credit outstanding, including loans in process.


                                       10
<PAGE>

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

9.   Employee Stock Ownership Plan (ESOP)
     -----------------------------------
     The Company  established an employee  stock  ownership plan (the "ESOP") in
     connection with the reorganization of the Association completed in 2002 and
     loaned (in  thousands)  the ESOP $524 to purchase  52,371  shares of common
     stock (3.8% of the outstanding  shares of the Company as of June 30, 2004).
     The loan is payable  over ten years at (in  thousands)  $66 per year ($16.5
     per quarter)  including  interest.  At June 30, 2004, (in  thousands)  $438
     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.
     The Association made a contribution (in thousands) of $16.5 for the quarter
     ending June 30,  2004.  As the note is paid,  the shares are  released  and
     allocated to the accounts of the  participants  in the ESOP. As of June 30,
     2004, 8,596 of those shares have been from the ESOP.

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

     The RRP authorized shares of the Company's common stock to be awarded under
     the  RRP.  The  Company   purchased   the  26,186  shares  in  open  market
     transactions to fund the RRP. Shares subject to awards under the RRP shares
     vest at 20% per year under the plan. As of June 30, 2004,  awards  covering
     18,354  shares had been made.  As a result,  expense for this plan is being
     amortized over a 60-month  period and is based upon the market value of the
     Company's stock as of the date of the awards which was $15.375 with respect
     to all the currently outstanding awards.  Compensation (in thousands) under
     the RRP for the six months  ended June 30, 2004 was $26 and was included in
     salaries and benefits.

     The Company  established  the 2003 Stock  Option Plan (the  "Option  Plan")
     under which  65,464  shares of Company  stock are reserved for the grant of
     stock  options to  directors,  officers  and  employees.  The  Option  Plan
     provides for vesting to participants at 20% per year. The options expire in
     ten years  from the date of grant.  The  exercise  price of the  options is
     equal to the fair market  value of the common stock on the grant date which
     was $15.375 with respect to all the currently outstanding options.  Options
     covering  49,885  shares were  outstanding  as of June 30, 2004 and options
     covering 9,977 shares have vested. No options were exercised as of June 30,
     2004.


                                       11
<PAGE>

     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  earnings  per share  would have been
     adjusted to the pro forma amounts indicated below (in thousands, except per
     share amounts):

                                                                Six Months Ended
                                                                 June 30, 2004
                                                                 -------------

         Net Income, as reported                                  $      605

         Pro forma net income                                            597

         Diluted income per share, as reported                          $.44

         Pro forma diluted income per share                             $.41

     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.


                                       12
<PAGE>

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

General

     The following  discussion compares the consolidated  financial condition of
the Company and its wholly owned subsidiary,  the Association,  at June 30, 2004
and  December  31,  2003,  and the results of  operations  for the three and six
months ended June 30, 2004 with the same periods in 2003. 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 the remaining approximately 55% of
the Company's  outstanding  common stock at June 30, 2004. 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 $7.62 million,  or 7.56%,  from December 31, 2003
to June 30, 2004.  The increase was primarily  due to a $2.4 million,  or 4.12%,
increase in the Company's net loan  portfolio  and a $5.80  million,  or 16.05%,
increase  in  investment  securities.  Cash and cash  equivalents  decreased  by
$691,000,  or 29.63% from  December 31, 2003 to June 30, 2004.  The decrease was
primarily due to the Company's  reduction in Federal Funds sold and the decrease
in cash due to the repurchase of treasury stock.

     The $2.4 million increase in the Company's net loan portfolio from December
31, 2003 to June 30, 2004 was primarily due to a $66,000,  or .18%,  increase in
one- to four-family  residential  loans, a $2.33 million or 27.39%,  increase in
commercial  loans,  other than real estate, a $590,000,  or 21.19%,  increase in
consumer  loans,  a $140,000,  or 14.07%,  increase in consumer loans secured by
savings  deposits,  and a $71,000,  or 3.24%,  increase  in  construction  loans
partially  offset by a $348,000,  or 3.88%,  decrease in commercial  real estate
loans.  The Company has  increased  its  emphasis on the  origination  of higher
yielding commercial and consumer loans.  Deposits increased by $3.98 million, or
5.84%, at June 30, 2004 compared to the year ended December 31, 2003. The


                                       13
<PAGE>

increase in the  Company's  deposits  over December 31, 2003 levels was due to a
$2.28 million,  or 3.56%,  increase in  interest-bearing  deposits,  and a $1.70
million, or 40.93%, increase in non-interest bearing deposits.

     The Company's total classified  assets for regulatory  purposes at June 30,
2004  amounted to $350,000,  all of which were  classified as  substandard.  The
classified  assets at June 30, 2004  consisted of eight mortgage loans and three
consumer loans.

     Total stockholders'  equity decreased by $33,000, or .18%, in the first six
months of 2004. Net income of $605,000  increased equity during the period which
was partially  offset by a dividend  payment of $79,000,  repurchase of treasury
stock of  $504,000  and by a  decrease  of  $76,000  in the  unrealized  gain on
investment  securities.  Stockholders'  equity at June 30, 2004  totaled  $18.14
million compared to equity of $18.17 million at December 31, 2003.

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 decreased by $50,000,  or 14.62%,  in the quarter ended June 30,
2004 compared to the quarter  ended June 30, 2003 and  increased by $17,000,  or
2.89%,  for the six months ended June 30, 2004 over the comparable  2003 period.
The decrease in net income for the quarter was  primarily  due to an increase in
other operating  expenses and decreases in other operating income that more than
offset increases in net interest  income.  The increase for the six months ended
June 30, 2004 over the comparable 2003 period,  was due primarily to a $297,000,
or 18.03%,  increase in net  interest  income  which was  partially  offset by a
decrease in other operating  income of $114,000,  or 44.19%,  and an increase in
other operating expenses of $190,000, or 19.37%.

     Net interest income increased by $107,000, or 12.43%, for the quarter ended
June 30, 2004 and $297,000,  or 18.03%,  for the six month period ended June 30,
2004 compared to the prior year periods.  The increases  were due to an increase
in net loans and  investments  of $4.75 million,  or 4.87%,  for the quarter and
$8.19 million,  or 8.70%,  for the six month period,  and an increase in the net
interest rate spread of .28%.  Net interest  income was 1.85% for the six months
ended June 30, 2004, compared to 1.57% as of the six months ended June 30, 2003.
Interest  expense for the six months  ended June 30,  2004 was .87%  compared to
..63% for the period ended June 30, 2003.

     Total interest and dividend income increased by $95,000,  or 7.58%, for the
quarter  ended  June 30,  2004 over the  comparable  quarter  of 2003.  This was
primarily due to an increase of $111,000


                                       14
<PAGE>

from investment securities in the quarter ending June 30, 2004 compared to the
quarter ending June 30, 2003 partially offset by a decrease in income from
loans, including fees, of $19,000.

     Total  interest  expense  decreased by $12,000,  or 3.06%,  for the quarter
ended June 30, 2004 over the  comparable  quarter of 2003.  The  decrease in the
quarter was due to a decrease in total  interest paid on deposits of $32,000 and
partially  offset by a $20,000  increase in interest  paid on Federal  Home Loan
Bank  advances.  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 during the quarter.  The increase in interest paid on Federal Home Loan
Bank advances was caused by an increase in average  balances over the prior year
period.

     No provision  for losses on loans was made for the quarters  ended June 30,
2004 or 2003 or the six months  ended June 30, 2004 or 2003.  At June 30,  2004,
the Company's non-accruing loans amounted to $49,000 compared to $48,000 at June
30, 2003.  The allowance for loan losses  amounted to $892,000 at June 30, 2004,
representing  1.47% of the total loans held in  portfolio  and  1,820.41% of the
total non-accruing loans at such date.

     Other  operating  income  decreased  in the quarter  ended June 30, 2004 by
$124,000,  or 62.94%,  over the  quarter  ended June 30, 2003 and  $113,000,  or
43.80%,  for the six month  period ended June 30, 2004.  The  decreases  for the
three and six month  periods are  attributable  to a decrease in the gain on the
sale of real estate  owned and sale of assets which was  partially  offset by an
increase in transaction service charges and fees.

     Other  operating  expenses  increased in the quarter ended June 30, 2004 by
$83,000,  or 16.08%,  over the  quarter  ended June 30,  2003 and  $190,000,  or
19.37%,  for the six month  period  ended June 30,  2004.  The  increase  in the
quarter was  primarily  due to a $41,000  increase in salaries and  benefits,  a
$35,000  increase in office occupancy and a $6,000 increase in other general and
administrative expenses.  Salaries and benefits expenses increased in the period
due to an  increase  in  staff  size  and,  to a  lesser  extent,  to  increased
compensation  to current  employees and stock  recognition  and  retention  plan
expenses.  Other general and administrative expenses increased primarily because
of higher office costs and other overhead costs due to increased growth in total
assets during the quarter as compared to June 30, 2003.

     Income tax expense  decreased in the quarter and for the six months  ending
June 30, 2004 by $50,000  and $23,000  respectively,  over the  comparable  2003
periods due primarily to decreased income before taxes.


                                       15
<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,  the Company
utilizes  borrowing  agreements  with the Federal Home Loan Bank of Dallas which
provide an additional source of funds.

     The Association is required to maintain  regulatory  capital  sufficient to
meet  tangible,  core and risk-based  capital ratios of at least 1.5%,  3.0% and
8.0%,  respectively.  At June 30, 2004,  the  Association  exceeded  each of its
capital requirements with ratios of 16.23%, 16.23% and 34.82%, respectively.

Item 3. Controls and Procedures

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


                                       16
<PAGE>

                              Minden Bancorp, Inc.
                                   Form 10-QSB
                           Quarter Ended June 30, 2003

                           PART II - OTHER INFORMATION

Item 1 -  Legal Proceedings:

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

Item 2 -  Changes in Securities and Small Business Issuer Purchases of Equity
          Securities:

      (a)-(d) Not applicable.

      (e) The following table sets forth information with respect to purchases
made by or on behalf of the Company of shares of common stock of the Company
during the indicated periods.

<TABLE>
<CAPTION>
                                                          Total Number of
                                                               Shares
                                                            Purchased as         Maximum Number
                            Total                         Part of Publicly    of Shares that May
                          Number of         Average           Announced         Yet Be Purchased
                           Shares         Price Paid          Plans or         Under the Plans or
          Period          Purchased        per Share          Programs              Programs
-------------------------------------------------------------------------------------------------
<S>                        <C>               <C>               <C>                  <C>
April 01, 2004 -
April 30, 2004                 --                --                --               38, 939 (1)

May 01, 2004 -
May 31, 2004                6,400                20             6,400                32,539

June 01, 2004 -
June 30, 2004             18, 600             19.73            18,600                13,939
                          -------            ------            ------                ------
     Total                 25,000            $19.80            25,000                13,939
                          =======            ======            ======                ======
</TABLE>

----------

(1)  The Company instituted a repurchase program for 39,278 shares in September,
     2003 which was publicly  announced on September  23, 2003.  The  repurchase
     program was  approved  together  with the  authorization  to purchase up to
     26,186 to fund the Company's 2003  Recognition and Retention Plan and Trust
     Agreement (the "Recognition  Plan").  Prior to the repurchases noted in the
     above  table,  a  total  of  26,186  shares  had  been  purchased  for  the
     Recognition Plan. Following the completion of those purchases,  the Company
     began the repurchase of shares under the repurchase program. The repurchase
     program will continue until September 22, 2004.


                                       17
<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:

          On May 13,  2004,  the  Company  held its  second  Annual  Meeting  of
     Shareholders to obtain approval for two proxy proposals submitted on behalf
     of the Company's Board of Directors. Shareholders of record as of March 31,
     2004  received  proxy  materials and were  considered  eligible to vote for
     these  proposals.  Following  is a brief  summary of each  proposal and the
     result of the vote.

     1.   The following directors were elected by the requisite plurality of the
          votes cast to serve on the  Company's  Board of Directors  for a three
          year term,  Russell  A.  Adams,  John B.  Benton,  Jr. and  Michael S.
          Harper, by the votes cast as follows:

                                                                    Broker
                Name                  For         Withheld        Non-Votes
          -----------------------------------------------------------------
          Russell A. Adams         1,373,221       1,575             N/A

          John B. Benton, Jr.      1,374,721          75             N/A

          Michael S. Harper        1,374,721          75             N/A

<TABLE>
<CAPTION>
                                                                                 Broker
                                                   For     Against   Abstain    Non-Votes
                                                -----------------------------------------
   <S>                                          <C>          <C>      <C>         <C>
    2.    To ratify the appointment of
          Heard, McElroy and Vestal LLP as the
          independent auditors for the year
          ended December 31, 2004                 1,373,796    --       1,000       N/A
</TABLE>

Item 5 -  Other Information:

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

Item 6 -  Exhibits and Reports on Form 8-K:

          (a) The following exhibits are filed herewith:

          31.1 Certification  pursuant to Section 302 of the  Sarbanes-Oxley Act
               of 2002

          31.2 Certification  pursuant to Section 302 of the  Sarbanes-Oxley Act
               of 2002

          32.1 Certification of Chief Executive Officer

          32.2 Certification of Chief Financial Officer


                                       18
<PAGE>

          (b) Reports on Form 8-K:

                  Date                 Item and Description
             --------------      ------------------------------------------

             April 16, 2004      Items 7 and 9.  On April  16, 2004  the Company
                                    filed a  press release reporting a quarterly
                                    cash dividend.

             May 11, 2004        Items 7 and 12.  On May 11, 2004,  the C ompany
                                    filed a press  release  announcing the first
                                    quarter  earnings for  the  period    ending
                                    March 31, 2004.


                                       19
<PAGE>

                                   SIGNATURES

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

                                       MINDEN BANCORP, INC.


Date: August 16, 2004                  /s/ A. David Evans
                                       -------------------------------------
                                       A. David Evans
                                       President and Chief Executive Officer


Date: August 16, 2004                  /s/ Becky T. Harrell
                                       -------------------------------------
                                       Becky T. Harrell
                                       Chief Financial Officer and Treasurer


                                       20