UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

            For the quarterly period ended September 30, 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
      October 31, 2004: The registrant had 1,417,911 shares of common stock
      outstanding, of which 800,112 shares were held by Minden Mutual Holding
      Company, the registrant's mutual holding company, and 617,799 shares were
      held by the public and directors, officers and employees of the
      registrant.

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


<PAGE>

                              Minden Bancorp, Inc.

                                   Form 10-QSB

                        Quarter Ended September 30, 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......     12

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


                           PART II - OTHER INFORMATION

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

Item 2 - Changes in Securities and Small Business Issuer
         Purchases of Equity Securities.................................     16

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

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

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

Item 6 - Exhibits and Reports on Form 8-K...............................     17

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

Exhibits ...............................................................     19


<PAGE>

                       MINDEN BANCORP, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

              SEPTEMBER 30 , 2004 (UNAUDITED) AND DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                     September 30,  December 31,
                                                                         2004          2003
                                                                       ---------     ---------
                                                                   (in thousands except share data)
<S>                                                                    <C>           <C>
       ASSETS
       ------

Cash and noninterest-bearing deposits                                  $   1,253     $   1,475
Interest-bearing demand deposits                                             587           657
Federal funds sold                                                            --           200
                                                                       ---------     ---------
       Total cash and cash equivalents                                     1,840         2,332

Investment securities:
  Securities held-to-maturity (estimated market value of $1,718
    at December 31, 2003 and $2,178 at September 30, 2004)                 2,141         1,328
  Securities available-for-sale, at estimated market value                39,992        34,791

First National Bankers Bank stock, at cost                                   210           210
Federal Home Loan Bank stock, at cost                                        965           779
Loans, net of allowance for loan losses                                   61,325        58,097
Accrued interest receivable                                                  474           338
Premises and equipment, net                                                2,359         2,313
Other assets                                                                 453           556
                                                                       ---------     ---------

Total assets                                                           $ 109,759     $ 100,744
                                                                       =========     =========

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

Liabilities:
------------
  Deposits:
    Noninterest-bearing                                                $   5,342     $   4,149
    Interest-bearing                                                      65,390        63,972
                                                                       ---------     ---------
       Total deposits                                                     70,732        68,121
  Accrued dividends on savings                                               261           206
  Deferred federal income taxes                                              541           514
  Federal Home Loan Bank advances                                         19,050        13,500
  Other liabilities                                                          785           232
                                                                       ---------     ---------
       Total liabilities                                                  91,369        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 1,417,911 shares outstanding at
     September 30, 2004                                                       15            15
  Additional paid-in capital                                              16,676        16,637
  Retained earnings                                                        2,749         1,900
  Treasury stock, at cost (36,839 shares at September 30, 2004)             (729)           --
  Accumulated other comprehensive income                                     567           514
                                                                       ---------     ---------
                                                                          19,278        19,066
                                                                       ---------     ---------
Unearned common stock held by management recognition
       and retention plan (22,518 at September 30, 2004,
       24,950 at December 31, 2003)                                         (462)         (435)
Unallocated common stock held by ESOP (45,824 at
       September 30, 2004, 45,999 at December 31, 2003)                     (426)         (460)
                                                                       ---------     ---------
          Total stockholders' equity                                      18,390        18,171
                                                                       ---------     ---------

Total liabilities and stockholders' equity                             $ 109,759     $ 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 NINE MONNTHS ENDED SEPTEMBER 30, 2004 AND 2003
        ----------------------------------------------------------------

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                    Three Months Ended             Nine months Ended
                                                    ------------------             -----------------
                                            September 30,  September 30,  September 30,  September 30,
                                                     2004          2003            2004           2003
                                                     ----          ----            ----           ----
                                            (in thousands except share data)
<S>                                                <C>            <C>            <C>            <C>
Interest and dividend income:
-----------------------------
  Loans, including fees                            $1,114         $1,069         $3,223         $3,138
  Investments-taxable:
    Securities                                         63             38            161            114
    Mortgage-backed securities                        236            162            697            419
  Dividends                                            17             10             43             26
  Other                                                 2             10              7             30
                                                   ------         ------         ------         ------
       Total interest and dividend income           1,432          1,289          4,131          3,727

Interest expense:
-----------------
  Interest-bearing deposits                           335            354          1,000          1,095
  Interest on borrowed funds                           68             28            159             78
                                                   ------         ------         ------         ------
       Total interest expense                         403            382          1,159          1,173
                                                   ------         ------         ------         ------

       Net interest income                          1,029            907          2,972          2,554
  Provision for loan losses                            --             --             --             --
                                                   ------         ------         ------         ------

       Net interest income after
         provision for loan losses                  1,029            907          2,972          2,554

Other operating income:
-----------------------
  Customer service fees                                74             56            216            160
  Gain on sale of assets                               --             13              3            167
                                                   ------         ------         ------         ------
       Total other operating income                    74             69            219            327

Other operating expenses:
-------------------------
  Salaries and benefits                               315            292            949            827
  Office occupancy expense                             86             45            262            146
  Professional fees and supervisory
    examinations                                       35             37            104             96
  SAIF insurance premium                                2              2              7              7
  Other general and administrative
    expenses                                          107            116            394            386
                                                   ------         ------         ------         ------
    Total other operating expenses                    545            492          1,716          1,462
                                                   ------         ------         ------         ------

Income before income taxes                            558            484          1,475          1,419
--------------------------

Income tax expense                                    190            174            502            510
------------------                                 ------         ------         ------         ------

Net income                                         $  368         $  310         $  973         $  909
----------                                         ======         ======         ======         ======

Earnings per share                                 $  .27         $  .22         $  .72         $  .65
Earnings per share fully diluted                   $  .25         $  .21         $  .68         $  .63
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>

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

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

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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>
Balance January 1, 2004            $    15    $ 16,637     $  1,900     $   515        --     $ 19,067
-----------------------

Net Income                                                      973                                973

   Dividends                                                   (124)                              (124)

  Treasury Stock                                                                     (729)        (729)
Amortization of awards under
management recognition and
retention plan (RRP)                                39                                              39

Change in net unrealized gain
(loss) on securities available
for sale, net of tax effect of
$ 27                                                             52          52                     52
                                                           --------     -------               --------

   Total comprehensive income                                 1,025
                                   -------    --------     ========     -------   -------     --------
Balance September 30, 2004         $    15    $ 16,676     $  2,749     $   567   $  (729)    $ 19,278
--------------------------         =======    ========     ========     =======   =======     ========
</TABLE>

    See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>

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

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

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
              -----------------------------------------------------

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                      September 30,   September 30,
                                                                          2004            2003
                                                                        --------        --------
                                                                                     (in thousands)
<S>                                                                     <C>             <C>
Cash flows from operating activities:
-------------------------------------
  Net income                                                            $    973        $    909
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                            109              71
     Deferred income taxes                                                    27              --
     Stock Incentive Compensation                                             39              23
     Stock dividends                                                          (9)            (87)
     Gain on sale of assets                                                   (4)           (167)
     Decrease (Increase) in prepaid expenses and accrued income              (33)           (136)
     Increase (decrease) in dividends payable and other liabilities          183              25
                                                                        --------        --------
      Net cash provided by operating activities                            1,285             638

Cash flows from investing activities:
-------------------------------------
  Activity in available for sale securities:
   Maturities, prepayments and calls                                       6,879           5,674
   Purchases                                                             (12,001)        (17,689)
  Activity in held to maturity securities:
   Maturities, prepayments and calls                                         197             834
   Purchases                                                              (1,010)             --
  Net increase in loans                                                   (3,216)         (5,503)
  Net increase in real estate owned                                           --             (17)
  Net increase in premises and equipment                                    (155)           (144)
  Proceeds from sale of assets - net                                          --             192
  Purchase FHLB Stock                                                       (177)           (149)
                                                                        --------        --------
      Net cash used by investing activities                               (9,483)        (16,802)

Cash flows from financing activities:
-------------------------------------
  Net increase in deposits                                                 2,611           9,166
  Net increase in borrowed funds                                           5,975           7,000
  Purchase of Treasury Stock and RRP shares                                 (756)             --
  Dividends Paid                                                            (124)            (66)
                                                                        --------        --------
      Net cash provided by financing activities                            7,706          16,100
                                                                        --------        --------

Net decrease in cash and cash equivalents                                   (492)            (64)
-----------------------------------------

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

Cash and cash equivalents at September 30                               $  1,840        $  3,180
-----------------------------------------                               ========        ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       5
<PAGE>

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

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

       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003
       -------------------------------------------------------------------

                                    UNAUDITED

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

Supplemental disclosures:
  Interest paid on deposits and borrowed funds            $ 1,099        $ 1,126
  Income taxes paid                                           351            659

   Noncash investing and financing activities:
     Decrease (Increase) in unrealized gain on
      securities available for sale                       $   (79)       $   342
                                                          =======        =======

    See accompanying notes to unaudited consolidated financial statements.


                                       6
<PAGE>

                       MINDEN BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 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 September 30, 2004 and December 31, 2003, and the
      consolidated  results of operations  and cash flows for the three and nine
      months ended September 30, 2004 and 2003, and the  consolidated  statement
      of  stockholders'  equity for the nine months  ended  September  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.


                                       7
<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  1,349,569  shares
(outstanding  stock less ESOP shares not  released  and RRP shares not  earned).
Fully diluted EPS is based upon the treasury stock method for the stock options.

3.    Loans and Allowance for Loan Losses
      -----------------------------------

      The loan portfolio at September 30, 2004, is as follows (in thousands):

<TABLE>
<S>                                                                          <C>
        First mortgage conventional loans:
          Secured by one-to-four-family residences                           $ 36,749
        Commercial real estate                                                  9,295
        Commercial, other than real estate                                     10,024
        Consumer loans (including overdrafts of $39)                            3,720
        Consumer loans secured by deposits                                      1,134
        Construction loans                                                      2,770
                                                                             --------
            Total                                                              63,692
        Less: Allowance for loan losses                                           881
        ----
            Unfunded construction loan commitments                              1,486
                                                                             --------
            Loans, net                                                       $ 61,325
                                                                             ========

      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                                       (12)
                                                                             --------
        Balance, September 30                                                $    881
                                                                             ========
</TABLE>

      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.


                                       8
<PAGE>

4.    Accrued Interest Receivable
      ---------------------------

      Accrued  interest  receivable  at  September  30,  2004  consists  of  the
      following (in thousands):

        Loans                                                           $    346
        Mortgage-backed securities                                           117
        Investment securities and other                                       11
                                                                        --------
               Total accrued interest receivable                        $    474
                                                                        ========

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

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

        Land and buildings                                             $  2,399
        Furniture, fixtures and equipment                                   571
                                                                       --------
               Total                                                      2,970
        Less-accumulated depreciation                                      (611)
                                                                       --------
               Net premises and equipment                              $  2,359
                                                                       ========

6.    Deposits
      --------

      Deposits  as  of  September  30,  2004  are   summarized  as  follows  (in
      thousands):

        Demand deposit accounts (including official
          checks of $576 in 2004)                                       $  9,343
      Savings                                                             13,906
        Certificates of deposit:
          1.00%--1.99%                                                     8,920
          2.00% - 2.99%                                                   35,877
          3.00% - 3.99%                                                    2,686
                                                                        --------
          Total certificates of deposit                                   47,483
                                                                        --------
                 Total deposits                                         $ 70,732
                                                                        ========

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 nine months ended September 30, 2004
      were $32.

8.    Commitments and Contingencies
      -----------------------------

      In the  ordinary  course of  business,  the  Association  has  outstanding
      commitments on which management does not anticipate losses.  They include,
      among other  things,  commitments  to extend  credit and letters of credit
      undertaken in the normal course of business and to purchase  mortgage pool
      securities. As of September 30, 2004, the Association had $12.1 million of
      loan  commitments  and lines of  credit  outstanding,  including  loans in
      process.


                                       9
<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  (3.7%  of  the  outstanding  shares  of the  Company  as of
      September 30, 2004).  The loan is payable over ten years at (in thousands)
      $66 per year ($16.5 per quarter)  including  interest.  At  September  30,
      2004,  (in  thousands)  $426  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 September 30, 2004. As the note
      is paid,  the shares are  released  and  allocated  to the accounts of the
      participants in the ESOP. As of September 30, 2004,  6,547 of those shares
      have been released from the ESOP.

10.   Stock Based Benefit Plans
      -------------------------

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

      The RRP  authorized  shares of the  Company's  common  stock to be awarded
      under the RRP.  The  Company  purchased  the 26,186  shares in open market
      transactions  to fund the RRP.  Shares  subject  to  awards  under the RRP
      shares  vest at 20% per year under the plan.  As of  September  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 nine months ended September 30, 2004
      was $39 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  September  30, 2004 and
      options covering 9,977 shares have vested. No options were exercised as of
      September 30, 2004.


                                       10
<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):

                                                     Nine Months Ended
                                                     September 30, 2004
                                                     ------------------

           Net Income, as reported                         $  973
           Pro forma net income                               965
           Diluted income per share, as reported           $  .68
           Pro forma diluted income per share              $  .67

      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.


                                       11
<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 September 30,
2004 and December 31, 2003, and the results of operations for the three and nine
months ended  September  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 56% of
the  Company's  outstanding  common  stock  at  September  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 $9.02 million,  or 8.95%, from December 31, 2003
to September 30, 2004.  The increase was primarily  due to a $3.23  million,  or
5.56%,  increase in the Company's net loan  portfolio  and a $6.01  million,  or
16.65%,  increase in investment securities.  Cash and cash equivalents decreased
by  $492,000,  or 21.10% from  December  31, 2003 to  September  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 $3.23  million  increase  in the  Company's  net loan  portfolio  from
December  31, 2003 to September  30, 2004 was  primarily  due to a $510,000,  or
1.41%, increase in one- to four-family  residential loans, a $329,000, or 3.67%,
increase in commercial real estate loans, a $1.49 million or 17.52%, increase in
commercial  loans,  other than real estate, a $936,000,  or 33.62%,  increase in
consumer  loans,  a $139,000,  or 13.97%,  increase in consumer loans secured by
savings deposits, and a $579,000, or 26.43%, increase in construction loans. The
Company  has  increased  its  emphasis  on the  origination  of higher  yielding
commercial and consumer loans. Deposits increased by $2.61 million, or 3.83%, at
September 30, 2004 compared to the year ended December 31, 2003. The


                                       12
<PAGE>

increase in the  Company's  deposits  over December 31, 2003 levels was due to a
$1.42 million,  or 2.22%,  increase in  interest-bearing  deposits,  and a $1.19
million, or 28.75%, increase in non-interest bearing deposits.

      The Company's total classified assets for regulatory purposes at September
30, 2004 amounted to $379,000, all of which were classified as substandard.  The
classified  assets at September 30, 2004 consisted of eleven  mortgage loans and
four consumer loans.

      Total stockholders'  equity increased by $219,000,  or 1.21%, in the first
nine months of 2004. Net income of $973,000  increased  equity during the period
which was  partially  offset by a dividend  payment of $124,000,  repurchase  of
treasury stock of $729,000 and by a increase of $53,000 in the  unrealized  gain
on  investment  securities.  Stockholders'  equity at September 30, 2004 totaled
$18.39 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 increased by $58,000, or 18.71%, in the quarter ended September
30, 2004  compared to the quarter  ended  September  30, 2003 and  increased  by
$64,000,  or  7.04%,  for the six  months  ended  September  30,  2004  over the
comparable 2003 period. The increase in net income for the quarter was primarily
due to an increase in net  interest  income of  $122,000,  or 13.45%,  partially
offset by an increase of $53,000,  or 10.77% in other operating  expenses and an
increase of $16,000,  9.20% in income tax  expenses.  The  increase for the nine
months  ended  September  30,  2004 over the  comparable  2003  period,  was due
primarily to a $418,000,  or 16.37%,  increase in net interest  income which was
partially offset by a decrease in other operating income of $108,000, or 33.03%,
and an increase in other operating expenses of $254,000, or 17.37%.

      Net interest  income  increased by  $122,000,  or 13.45%,  for the quarter
ended  September  30, 2004 and  $418,000,  or 16.37%,  for the nine month period
ended September 30, 2004 compared to the prior year periods.  The increases were
due to an increase in net loans and investments of $1.05 million,  or 1.02%, for
the quarter  and $9.24  million,  or 9.03%,  for the nine month  period,  and an
increase in the net interest rate spread of .01%. Net interest  income was 2.81%
for the nine months ended  September 30, 2004,  compared to 2.80% as of the nine
months  ended  September  30, 2003.  Interest  expense for the nine months ended
September  30, 2004 was 1.10%  compared to 1.28% for the period ended  September
30, 2003.


                                       13
<PAGE>

      Total interest and dividend income increased by $143,000,  or 11.09%,  for
the quarter ended  September 30, 2004 over the comparable  quarter of 2003. This
was primarily due to an increase of $99,000 from  investment  securities  and an
increase of $45,000 in the quarter  ending  September  30, 2004  compared to the
quarter ending September 30, 2003 in income from loans, including fees.

      Total interest  expense  increased by $21,000,  or 5.50%,  for the quarter
ended  September 30, 2004 over the  comparable  quarter of 2003. The increase in
the quarter was due to a decrease in total  interest paid on deposits of $19,000
and partially offset by a $40,000 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 September
30,  2004 or 2003 or the  six  months  ended  September  30,  2004 or  2003.  At
September  30, 2004,  the  Company's  non-  accruing  loans  amounted to $49,000
compared  to $79,000 at  September  30,  2003.  The  allowance  for loan  losses
amounted to $881,000 at  September  30,  2004,  representing  1.42% of the total
loans held in portfolio  and 1,797.96% of the total  non-accruing  loans at such
date.

      Other operating  income  increased in the quarter ended September 30, 2004
by $5,000,  or 7.25%,  over the quarter  ended  September 30, 2003 and decreased
$108,000,  or 33.03%,  for the nine month period ended  September 30, 2004.  The
decreases for the nine month period 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 September 30, 2004
by $53,000,  or 10.77%,  over the quarter ended September 30, 2003 and $254,000,
or 17.37%,  for the nine month period ended  September 30, 2004. The increase in
the quarter was primarily due to a $23,000 increase in salaries and benefits,  a
$41,000  increase in office  occupancy,  partially  offset by $9,000 decrease 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.

      Income tax expense  increased in the quarter  ended  September 30, 2004 by
$16,000,  over the quarter  ended  September  30, 2003 due to  increased  income
before taxes.


                                       14
<PAGE>

Liquidity and Capital Resources

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

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

      A significant  portion of the Company's  liquidity  consists of securities
classified  as available for sale and cash and cash  equivalents.  The Company's
primary  sources  of cash are net  income,  principal  repayments  on loans  and
mortgage-backed  securities  and increases in deposit  accounts.  If the Company
requires  funds  beyond its ability to  generate  them  internally,  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 September 30, 2004, the Association exceeded each of its
capital requirements with ratios of 14.31%, 14.31% and 30.84%, respectively.

Item 3. Controls and Procedures

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


                                       15
<PAGE>

                              Minden Bancorp, Inc.
                                   Form 10-QSB
                        Quarter Ended September 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       Maximum Number
                          Total                      Purchased as    of Shares that May
                        Number of       Average    Part of Publicly   Yet Be Purchased
                          Shares      Price Paid    Announced Plans   Under the Plans
    Period              Purchased      per Share      or Programs       or Programs
---------------------------------------------------------------------------------------
<S>                       <C>           <C>             <C>               <C>
July 01, 2004 -
July 30, 2004                 --            --              --            13,939(1)
August 01, 2004 -
August 31, 2004           11,500          19.5          11,500             2,439
September 01, 2004 -
September 30, 2004            --            --              --            33,439(2)

     Total                11,500        $ 19.5          11,500            33,439
                          ======        ======          ======            ======
</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.

(2)   The Company  announced on  September  16, 2004 that the Board of Directors
      had approved the commencement of its second stock repurchase program of up
      to an additional 31,000


                                       16
<PAGE>

      shares of the Company's outstanding common stock, which will commence upon
      completion of the first repurchase program.

Item 3 - Defaults Upon Senior Securities:

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

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

      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 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

      (b)   Reports on Form 8-K:

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

July 14, 2004           Items 7 and 9. On July  14,  2004  the  Company  filed a
                              press release reporting a quarterly cash dividend.

July 23, 2004           Items 7 and 12. On July 23,  2004,  the Company  filed a
                              press   release   announcing   the  first  quarter
                              earnings for the period ending March 31, 2004.

September 16, 2004      Items 7 and 9. On September 16, 2004,  the Company filed
                              a  press  release  announcing  the  approval  of a
                              second stock repurchase program.


                                       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: November 15, 2004                  /s/
                                         ---------------------------------------
                                         A. David Evans
                                         President and Chief Executive Officer


Date: November 15, 2004                  /s/
                                         ---------------------------------------
                                         Becky T. Harrell
                                         Chief Financial Officer and Treasurer


                                       18