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, 2006

[X]      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, 2006: The  registrant had 1,377,166  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
         577,054  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, 2006

                         PART I - FINANCIAL INFORMATION

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



                                                                            Page
                                                                            ----

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

Item 2   -   Management's Discussion and Analysis or Plan of Operation ..... 14

Item 3   -   Controls and Procedures ....................................... 17

                           PART II - OTHER INFORMATION

Item 1   -   Legal Proceedings ............................................. 18

Item 2   -   Unregistered Sales of Equity Securities and Use of Proceeds ... 18

Item 3   -   Defaults Upon Senior Securities ............................... 19

Item 4   -   Submission of Matters to a Vote of Security Holders ........... 19

Item 5   -   Other Information ............................................. 19

Item 6   -   Exhibits ...................................................... 19

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

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



<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

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

              SEPTEMBER 30, 2006 (UNAUDITED) AND DECEMBER 31, 2005
              ----------------------------------------------------
<TABLE>
<CAPTION>
           ASSETS                                                    September     December
           ------                                                    ---------     --------
                                                                      30, 2006     31, 2005
                                                                      --------     --------
<S>                                                                        <C>          <C>
                                                               (in thousands except share data)

Cash and noninterest-bearing deposits                                $   1,522    $   1,494
Interest-bearing demand deposits                                           799          863
Federal funds sold                                                          --        1,675
                                                                     ---------    ---------
      Total cash and cash equivalents                                    2,321        4,032

Investment securities:
    Securities held-to-maturity (estimated market value of $1,144
      at September 30, 2006 and $1,323 at December 31, 2005)             1,146        1,324
    Securities available-for-sale, at estimated market value            29,027       30,043
First National Bankers Bank stock, at cost                                 210          210
Federal Home Loan Bank stock, at cost                                    1,201        1,160
Loans, net of allowance for loan losses                                 74,529       70,117
Accrued interest receivable                                                566          558
Premises and equipment, net                                              5,044        3,312
Repossessed Assets                                                         259            0
Other assets                                                               858          538
                                                                     ---------    ---------

Total assets                                                         $ 115,161    $ 111,294
                                                                     =========    =========

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

Liabilities:
------------
   Deposits:
      Noninterest-bearing                                            $   6,378    $   7,005
      Interest-bearing                                                  66,748       63,816
                                                                     ---------    ---------
           Total deposits                                               73,126       70,821
   Accrued dividends on savings                                            482          269
   Deferred federal income taxes                                           396          420
   Federal Home Loan Bank advances                                      20,500       20,500
   Fed Funds Purchased                                                     225           --
   Other liabilities                                                       618          266
                                                                     ---------    ---------

        See accompanying notes to unaudited consolidated financial statements.


                                       1
<PAGE>

           Total liabilities                                            95,347       92,276

Stockholders' equity:
---------------------
   Preferred stock-$.01 par value 1,000,000 shares authorized-none
        issued-no rights / preferences set by board                         --           --
   Common stock, par value $.01; 4,000,000 shares authorized;
      1,454,750 shares issued and 1,377,166 outstanding as of
        September 30, 2006 and 1,378,761 outstanding as of
         December 31, 2005                                                  15           15
   Additional paid-in capital                                           16,676       16,710
   Retained earnings                                                     5,105        4,284
   Treasury stock, at cost (77,584 shares at September 30, 2006
     and 75,989 shares at December 31, 2005)                            (1,590)      (1,537)
   Accumulated other comprehensive income                                  263          312
                                                                     ---------    ---------
                                                                        20,469       19,784
   Unearned common stock held by management retention plan
    (15,082 at September 30, 2006 and 18,850 at December
     31, 2005)                                                            (324)        (398)
   Unallocated common stock held by ESOP (35,351 as of
     September 30, 2006  and 39,278 at December 31, 2005)                 (331)        (368)
                                                                     ---------    ---------
           Total stockholders' equity                                   19,814       19,018
                                                                     ---------    ---------

   Total liabilities and stockholders' equity                        $ 115,161    $ 111,294
                                                                     =========    =========

</TABLE>

        See accompanying notes to unaudited consolidated financial statements.


                                       2
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

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

         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
         ---------------------------------------------------------------

                                    UNAUDITED
<TABLE>
<CAPTION>
                                              Three months Ended     Nine months Ended
                                              ------------------     -----------------
                                             Sept. 30,  Sept. 30,   Sept. 30,  Sept. 30,
                                             ---------  ---------   ---------  ---------
                                                2006       2005       2006       2005
                                                ----       ----       ----       ----
<S>                                               <C>        <C>        <C>        <C>
                                                 (in thousands except share data)

Interest and dividend income:
-----------------------------
   Loans, including fees                       $1,486     $1,323     $4,357     $3,782
   Investments-taxable:
      Securities                                  128         96        352        267
      Mortgage-backed securities                  234        200        707        643
   Dividends-FHLMC/FHLB                            22         20         60         47
   Other                                           11          7         35         14
                                               ------     ------     ------     ------
      Total interest and dividend income        1,881      1,646      5,511      4,753

Interest expense:
-----------------
   Interest-bearing deposits                      576        369      1,568      1,025
   Interest on borrowed funds                     283        202        778        489
                                               ------     ------     ------     ------
      Total interest expense                      859        571      2,346      1,514
                                               ------     ------     ------     ------

      Net interest income                       1,022      1,075      3,165      3,239

   Provision for loan losses                       38         --         68         --
                                               ------     ------     ------     ------
   Net interest income after provision for
loan losses                                       984      1,075      3,097      3,239

Other operating income:
-----------------------
   Customer service fees                          112         75        302        235
   Gain on sale of assets                           0          4        104          4
   Other Income                                    66         --        232         --
                                               ------     ------     ------     ------
      Total other operating income                178         79        638        239

Other operating expenses:
-------------------------
   Salaries and benefits                          384        359      1,158      1,064
   Office occupancy expense                       116        114        351        346
   Professional fees and supervisory


        See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>

    examinations                                   59         66        145        131
   SAIF insurance premium                           2          2          7          7
   Other general and administrative expenses      183        122        603        416
                                               ------     ------     ------     ------
        Total other operating expenses            744        663      2,264      1,964
                                               ------     ------     ------     ------

Income before income taxes                        418        491      1,471      1,514

Income tax expense                                143        167        500        515
                                               ------     ------     ------     ------

Net income                                     $  275     $  324     $  971     $  999
                                               ======     ======     ======     ======

Earnings per share                             $ 0.21     $ 0.24     $ 0.73     $ 0.75
Earnings per share fully diluted               $ 0.20     $ 0.23     $ 0.69     $ 0.70

</TABLE>


      See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

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

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006
                  --------------------------------------------

                                    UNAUDITED
                                    ---------
<TABLE>
<CAPTION>
                                                  Additional                    Other
                                                  ----------                    -----
                                       Common      Paid-In       Retained        Comp.       Treasury
                                       ------      -------       --------        -----       --------
                                       Stock       Capital       Earnings       Income        Stock         Total
                                       -----       -------       --------       ------        -----         -----
<S>                                 <C>          <C>          <C>           <C>          <C>           <C>
                                                                    (in thousands)

Balance January 1, 2006              $       15   $   16,710   $    4,284    $      312   $   (1,537)   $   19,784
-----------------------
Net income                                                            971                                      971
      Dividends                                                      (150)                                    (150)
      Treasury stock                                      --                                     (53)          (53)
Amortization of awards under
management recognition and
retention plan (RRP) and release
of RRP shares                                            (34)                                                  (34)
Change in net unrealized gain
(loss) on securities available for
sale, net of ta  effect of ($25)                                      (49)          (49)                       (49)
                                                               ----------
    Total comprehensive income                                        922
                                     ----------   ----------   ==========    ----------   ----------   -----------

Balance September 30, 2006           $       15   $   16,676   $    5,105    $      263   $   (1,590)   $   20,469
--------------------------           ==========   ==========   ==========    ==========   ==========    ==========

</TABLE>

      See accompanying notes to unaudited consolidated financial statements.


                                       5
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

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

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
              -----------------------------------------------------

                                    UNAUDITED
                                    ---------
<TABLE>
<CAPTION>
                                                               September 30,    September 30,
                                                               -------------    -------------
                                                                   2006             2005
                                                                   ----             ----
<S>                                                                      <C>             <C>
                                                                       (in thousands)

Cash flows from operating activities:
-------------------------------------
   Net income                                                  $        971    $        999
   Adjustments to reconcile net income to net cash
     provided by operating activities:
         Provision for loan losses                                       68
         Depreciation and amortization                                  177             111
         Deferred income taxes                                          (24)            (41)
         Stock dividends                                                (41)            (28)
         Stock awards RRP & ESOP                                         77              49
         Gain on sale of assets                                        (104)             (4)
         Decrease in prepaid expenses and accrued income                (14)            153
         Increase in dividends payable and other liabilities            565             436
                                                               ------------    ------------
            Net cash provided by operating activities                 1,675           1,675

Cash flows from investing activities:
-------------------------------------
Activity in available for sale securities:
   Maturities, prepayments, calls, and sales                          4,522           7,052
   Purchases                                                         (3,475)         (3,763)
Activity in held to maturity securities:
   Maturities, prepayments and calls                                    178             122
   Purchases
Net increase in loans                                                (4,717)         (6,589)
Net increase in premises and equipment                               (1,851)           (188)
Purchase of Insurance Agency                                           (370)             --
Sale of fixed Assets                                                     --             250
Purchase FHLB Stock                                                      --            (104)
                                                               ------------    ------------
          Net cash used by investing activities                      (5,713)         (3,220)

Cash flows from financing activities:
   Net increase (decrease) in deposits                                2,305          (3,584)
   Net increase in FHLB advances                                         --           5,300


      See accompanying notes to unaudited consolidated financial statements.

                                       6
<PAGE>

   Net increase in Fed Funds Purchased                                  225              --
   Purchase of treasury stock and RRP shares-net                        (53)           (362)
   Dividends paid                                                      (150)           (138)
                                                               ------------    ------------
        Net cash provided by financing activities                     2,327           1,216
                                                               ------------    ------------

Net decrease in cash and cash equivalents                            (1,711)           (329)

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

Cash and cash equivalents at September 30                      $      2,321    $      2,610
                                                               ============    ============

</TABLE>


      See accompanying notes to unaudited consolidated financial statements.


                                       7
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

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

       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2005
       -------------------------------------------------------------------

                                    UNAUDITED
                                    ---------

<TABLE>
<CAPTION>

                                                       September 30,    September 30,
                                                       -------------    -------------
                                                           2006             2005
                                                           ----             ----
<S>                                                             <C>              <C>
                                                               (in thousands)

Supplemental disclosures:
   Interest paid on deposits and borrowed funds        $      2,122     $      1,356
   Income taxes paid                                            435              432

      Noncash investing and financing activities:
         (Decrease) in unrealized gain on securities
            available for sale                         ($        74)    ($       261)
                                                       ============     ============
      Transfer to other real estate                    ($       259)              --
                                                       ============     ============

</TABLE>




      See accompanying notes to unaudited consolidated financial statements.


                                       8
<PAGE>

                      MINDEN BANCORP, INC. AND SUBSIDIARIES
                      -------------------------------------

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

                               SEPTEMBER 30, 2006
                               ------------------

1.    Presentation of Interim Information
      -----------------------------------
      On December 11, 2001,  the Board of Directors of Minden  Building and Loan
      Association,  a  Louisiana-chartered  building and loan  association  (the
      "Association"),  adopted a plan of  reorganization  pursuant  to which the
      Association  would  convert  to  stock  form and  became  a  wholly  owned
      subsidiary of Minden Bancorp, Inc. (the "Company"). In connection with the
      reorganization,  the Company became a majority  owned (55%)  subsidiary of
      Minden Mutual Holding Company.  The reorganization was consummated on July
      2, 2002. The Association  formed Minden  Services,  Inc. as a wholly owned
      subsidiary  during 2005.  Minden Services,  Inc.'s sole purpose is to hold
      real estate for the Association to use for further expansion.  The Company
      finalized  the purchase of Woodard  Walker  Insurance  Agency,  Inc.  (the
      Agency)  in  January  of  2006.  The  unaudited   consolidated   financial
      statements  include  the Company and its wholly  owned  subsidiaries,  the
      Association and its wholly owned  subsidiary  Minden  Services,  Inc., and
      Woodard  Walker  Insurance  Agency,  Inc.  The  financial  information  at
      December 31, 2005 was obtained  from the  Company's  consolidated  audited
      financial statements.  All intercompany  transactions have been eliminated
      in consolidation.  The Company's  significant assets are its investment in
      the Association and the Agency,  its loan to the Company's  employee stock
      ownership  plan  (ESOP) and the  remainder  of the net  offering  proceeds
      retained by the Company.

      In the opinion of the management of the Company and the  Association,  the
      accompanying  unaudited  consolidated  financial  statements  include  all
      normal adjustments considered necessary to present fairly the consolidated
      financial position as of September 30, 2006 and December 31, 2005, and the
      consolidated  results of operations  and cash flows for the three and nine
      months ended September 30, 2006 and 2005, and the  consolidated  statement
      of  stockholders'  equity for the nine months  ended  September  30, 2006.
      Interim results are not necessarily indicative of results for a full year.

      The unaudited financial statements and notes are presented as permitted by
      Form  10-QSB,  and do not  contain  certain  information  included  in the
      Company's  audited  financial  statements  and  notes  for the year  ended
      December 31, 2005 set forth in the Company  Annual Report to  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

                                       9
<PAGE>

      examinations  by  those   regulatory   authorities.   The  Company's  only
      significant  assets  and  business  activity  are  its  investment  in the
      Association  and the  Agency,  loan to the ESOP and  remainder  of the net
      offering proceeds.

      Use of Estimates.  In preparing  financial  statements in conformity  with
      accounting  principles generally accepted in the United States of America,
      management is required to make estimates and  assumptions  that affect the
      reported  amounts of assets and  liabilities as of the date of the balance
      sheet and reported  amounts of revenues and expenses  during the reporting
      period.  Actual  results  could  differ  from  those  estimates.  Material
      estimates that are particularly  susceptible to significant  change in the
      near term relate to the  determination  of the  allowance for loan losses,
      the valuation of foreclosed  real estate,  deferred tax assets and trading
      activities.

      Significant Group Concentrations of Credit Risk. Most of the Association's
      activities are with customers  located within Webster  Parish,  Louisiana.
      Note 2 to the  financial  statements  summarizes  the types of  investment
      securities  in  which  the  Association  makes  investments,  and  Note  3
      summarizes  the  types  of  loans  included  in  the  Association's   loan
      portfolio. The Association does not have any significant concentrations to
      any one industry or customer.

      Earnings per share (EPS).  EPS is calculated  based upon 1,323,683  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, 2006 and  December 31, 2005,  is as
follows (in thousands):

<TABLE>
<CAPTION>
                                                                        2006        2005
                                                                      --------    --------
<S>                                                                      <C>         <C>
     First mortgage conventional loans:
        Secured by one-to-four-family residences                      $ 40,600    $ 38,746
     Commercial real estate                                             13,276      12,570
     Commercial, other than real estate                                 11,230       9,933
     Consumer loans (including overdrafts of $27 and $50)                6,352       5,431
     Consumer loans secured by deposits                                  1,838       1,439
     Construction loans                                                  3,377       4,113
                                                                      --------    --------
                     Total                                              76,673      72,232
     Less:Allowance for loan losses                                       (883)       (837)
                Unfunded construction loan commitments                  (1,261)     (1,278)
                                                                      --------    --------
                     Loans, net                                       $ 74,529    $ 70,117
                                                                      ========    ========

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

     Balance, January 1, 2006 and January 1, 2005                     $    837    $    877
     Provision for loan losses                                              68          --
     Loans charged off-net of recoveries                                   (22)        (40)
                                                                      --------    --------

                                       10
<PAGE>

     Balance, September 30, 2006 and December 31, 2005                $    883    $    837
                                                                      ========    ========
</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.

4.    Accrued Interest Receivable
      ---------------------------
      Accrued  interest  receivable  at September 30, 2006 and December 31, 2005
      consists of the following (in thousands):

                                                          2006   2005
                                                          ----   ----

      Loans                                               $442   $452
      Mortgage-backed securities                           117    101
      Investment securities and other                        7      5
                                                          ----   ----
                      Total accrued interest receivable   $566   $558
                                                          ====   ====

5.    Premises and Equipment
      ----------------------
      Premises and  equipment  at  September  30, 2006 and December 31, 2005 are
      summarized as follows (in thousands):

      Land and buildings                       $ 5,257    $ 3,416
      Furniture, fixtures and equipment            658        648
                                               -------    -------
                  Total                          5,915      4,064
      Less-accumulated depreciation               (871)      (752)
                                               -------    -------
                  Net premises and equipment   $ 5,044    $ 3,312
                                               =======    =======

      Included  in land and  buildings  is  $2,851  (in  thousands)  of land and
      construction costs related to the Homer Road property.  The Association is
      building a new main office,  which should be completed in early 2007.  The
      total anticipated cost of the project is $3.5 million.

6.    Deposits
      --------
      Deposits as of September 30, 2006 and December 31, 2005 are  summarized as
      follows (in thousands):

      Demand deposit accounts (including official
           checks of $404 in 2006 and $746 in 2005)   $12,778   $14,244

                                       11
<PAGE>

      Savings                                          11,239    12,812
      Certificate of deposits:
           2.00% - 2.99%                                  204     9,725
           3.00% - 3.99%                                9,220    26,139
           4.00% - 4.99%                               32,625     7,901
                 5.00% - 5.99%                          7,060        --
                                                      -------   -------
             Total certificates of deposits            49,109    43,765
                                                      -------   -------
                      Total deposits                  $73,126   $70,821
                                                      =======   =======

7.    Pension Plan
      ------------
      The  Association  has  adopted  a 401(k)  retirement  plan,  covering  all
      full-time employees based upon a year of service.  The plan provides for a
      2% discretionary  employer  contribution  (based upon compensation) with a
      match of the employees'  contribution  up to 6% based upon Board approval.
      Plan  contributions (in thousands) for the nine months ended September 30,
      2006 were $36.

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, 2006, the Association had $15.6 million of
      loan  commitments  and lines of  credit  outstanding,  including  loans in
      process.

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

9.    Employee Stock Ownership Plan (ESOP)
      ------------------------------------
      The Company  established an employee stock  ownership plan (the "ESOP") in
      connection  with the conversion and loaned (in thousands) the ESOP $524 to
      purchase 52,371 shares of common stock (3.8% of the outstanding  shares of
      the Company as of September 30, 2006).  The loan is payable over ten years
      at (in thousands) $66 per year ($16.5 per quarter) including interest.  At
      September 30, 2006, (in thousands) $331 remained  contractually due on the
      loan. As required by accounting  standards,  the unreleased shares are not
      included in the  calculation of EPS and the loan  receivable is shown as a
      reduction in stockholders'  equity.  Compensation (in thousands) under the
      ESOP for the period  ended  September  30,  2006 was $50 and  included  in
      salaries and  benefits.  As the note is paid,  the shares are released and
      allocated to the accounts of the participants in the ESOP. As of September
      30, 2006, 17,020 of those shares have been released from the ESOP.

                                       12
<PAGE>

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

      The Company  authorized  26,186 shares of the Company's common stock to be
      awarded  under the RRP. The Company  purchased  the 26,186  shares in open
      market  transactions  to fund the RRP as of  September  30,  2006.  Shares
      subject  to awards  under the RRP  shares  vest at 20% per year  under the
      plan. As of September  30, 2006,  awards  covering  18,854 shares had been
      made and 11,104  shares have been  issued.  As a result,  expense for this
      plan is being  amortized  over a  60-month  period  and is based  upon the
      market value of the  Company's  stock as of the date of the awards,  which
      was  $15.375  with  respect  to  all  the  currently  outstanding  awards.
      Compensation  (in  thousands)  under  the RRP for the  nine  months  ended
      September 30, 2006 was $40 and was included in salaries and benefits.

      The Company  established  the 2003 Stock Option Plan (the  "Option  Plan")
      under which 65,464  shares of Company  stock are reserved for the grant of
      stock  options to  directors,  officers  and  employees.  The Option  Plan
      provides for vesting to  participants  at 20% per year. The options expire
      in ten years from the date of grant.  The exercise price of the options is
      equal to the fair  market  value of the  common  stock on the grant  date,
      which was $15.375 with respect to all the currently  outstanding  options.
      Options  covering 49,080 shares were outstanding as of September 30, 2006.
      A total of 27,526 options were exercisable as of September 30, 2006.

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

      The Company,  prior to 2006, accounted for its stock options in accordance
      with  Accounting  Principals  Board Opinion No. 25,  Accounting  for Stock
      Issued to Employees  (APB 25).  Under APB 25, since the exercise  price of
      the  Company's  employees'  stock  options  equals the market price of the
      underlying  stock  on the  date  of  grant,  no  compensation  expense  is
      recognized.

      Financial  Accounting 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.  APB 25,  as of 2006,  is will no longer
      applicable and only FAS No. 123R will be used to account for options.  The
      Association began to recognize  compensation cost for the unvested portion
      of the stock  options  over the period of service  beginning  in the first
      quarter of 2006.  The  anticipated  impact of  adopting  FAS 123R is a net
      charge to net income of $40,900  per year based upon the  current  options
      outstanding.  As of September  30, 2006,  $30,675 was

                                       13
<PAGE>

      charged to income in the regard to stock options.  The Association has not
      granted  any  additional  options  in 2006.  Thus,  there are no pro forma
      amounts to  disclose  in regard to the  application  of FAS No. 12. 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).

11.   Supplemental Retirement Benefit Plan
      ------------------------------------
      The  Association has  established a supplemental  retirement  benefit plan
      (Plan) for certain (three) key  executives.  The Plan provides for monthly
      retirement  benefits  in the amount of $5,000 per month for ten years from
      the date they retire for the executive  group as a whole.  As of September
      30, 2006, a liability of $40 (in thousands) was accrued for the Plan.

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

General

      The following discussion compares the consolidated  financial condition of
the Company and its wholly owned subsidiary,  the Association,  at September 30,
2006 and December 31, 2005, and the results of operations for the three and nine
months ended  September  30, 2006 with the same periods in 2005.  Currently  the
business and  management of the Company is primarily the business and management
of the  Association.  This  discussion  should be read in  conjunction  with the
interim consolidated financial statements and footnotes included herein.

      The Company is the holding company for the Association and the Agency. The
Company  finalized the purchase of Woodard Walker  Insurance  Agency,  Inc. (the
Agency) in January 2006.  The purchase  price (in thousands) was $370 being paid
$300 in cash and $70 being placed in an escrow account and being earned and paid
out over a five year term based  upon  earning  targets.  This is  considered  a
related party  transaction as a director owned  approximately  20% of the agency
purchased.  The Agency has total assets (in  thousands) of $395 and  liabilities
(in  thousands) of $23 at September  30, 2006.  Total revenue for the Agency (in
thousands)  was $231 and is included in other  income,  and total  expenses  (in
thousands)  of $228,  which are  included in other  general  and  administrative
expenses  in  the  consolidated  income  statement  as of  September  30,  2006.
Substantially  all of the  Company's  assets  are  currently  held  in,  and its
operations are conducted  through,  its sole subsidiary,  the  Association.  The
Company's  business consists  primarily of attracting  deposits from the general
public and using such  deposits to make loans for the purchase and  construction
of residential  properties.  The Company also  originates  commercial  loans and
various types of consumer loans.

      The Company is a federal corporation  organized for the purpose of being a
unitary holding company of the Association.  In connection with the consummation
of the  reorganization  of the Association on July 2, 2002, the Company acquired
all of the  capital  stock of the  Association  in  exchange  for 50% of the net
proceeds from the offering of the Company's  common  stock.  The Company  issued
approximately  45% of its common  stock to persons who  submitted  orders in the
offering.  Minden Mutual Holding Company owns the remaining approximately 58% of
the

                                       14
<PAGE>

Company's outstanding common stock at September 30, 2006. The significant assets
of the Company  are the capital  stock of the  Association  and the Agency,  the
Company's  loan to the ESOP,  and the  remainder  of the net  offering  proceeds
retained by the Company.

Changes in Financial Condition

      Total assets  increased by $3.9 million or 3.5% from  December  31,2005 to
September  30,  2006.  The increase  was  primarily  due to $4.4 million or 6.3%
increase  in the  Company's  net  loan  portfolio.  Cash  and  cash  equivalents
decreased by $1.7 million or 42.5% from December 31, 2005 to September 30, 2006.
The decrease was primarily due to the reduction in federal funds sold due to the
construction of the new building.

      The  $4.4  million  increase  in the  Company's  net  loan  portfolio  was
primarily  due  to a  $1.9  million  or  4.8%  increase  in  one-to-four  family
residential  loans,  a $.7 million or 5.6 % increase in  commercial  real estate
loans,  a $1.3  million or 13.1%  increase in  commercial  loans other than real
estate,  a $.9 million or 17.0%  increase in  consumer  loans,  a $.4 million or
27.7%  increase in loans  secured by  savings,  and a decrease of $.7 million or
17.9% in construction loans. The Company continues to emphasize  originations of
higher yielding commercial loans.

      Deposits increased by $2.3 million or 3.3% during the period from December
31, 2005 to September  30, 2006.  The increase was due to a $2.9 million or 4.6%
increase in interest  bearing  deposits offset by a $.6 million or 9.0% decrease
in non-interest bearing deposits.

      The Company's total classified assets for regulatory purposes at September
30, 2006 amounted to $284,000 all of which were classified as  substandard.  The
classified  assets at September 30, 2006  consisted of six mortgage  loans,  and
fifteen consumer loans.

      Total stockholders' equity increased by $796,000 or 4.2% in the first nine
months of 2006.  The  increase  was due to a net income of  $971,000,  which was
offset  partially  by $53,000  repurchase  of stock and a $49,000  reduction  in
unrealized gain on investment securities.  Stockholder's equity at September 30,
2006 totaled $19.8  million  compared to equity of $19.0 million at December 31,
2005.

Results of Operation

      The Company's  profitability depends primarily on its net interest income,
which is the difference between interest and dividend income on interest-earning
assets,  principally loans, investment securities and interest-bearing  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 $49,000 or 15.1% for the quarter ended  September
30, 2006 compared to quarter ending September 30, 2005, and decreased by $28,000
or 2.8% for the nine

                                       15
<PAGE>

months ending September 30, 2006 over the comparable 2005 period.  The decreased
net income for the quarter was  reflected  by a $53,000 or 4.9%  decrease in net
interest income, a $38,000 loan loss provision,  and a $81,000 or 12.2% increase
in operating expenses which includes the expenses of the insurance agency. These
increases were offset by a $99,000 or 125.3% increase in operating income, which
includes the income of the insurance  agency,  and a decrease in federal  income
taxes of $24,000 or 14.4%. The decrease for the nine months ending September 30,
2006 over the comparable  period for 2005 was due primarily to a $74,000 or 2.3%
decrease in net  interest  income,  a $68,000  loan loss  provision,  a $300,000
increase in other operating expenses which was partially offset by a $399,000 or
166.9% increase in other operating  income and a $15,000  decrease in income tax
expense. The income and expenses of the Agency are included in the totals.

      Net interest  income  decreased  by $53,000 or 4.9% for the quarter  ended
September  30,  2006 and  decreased  by  $74,000 or 2.3% for nine  months  ended
September  30, 2006 compared to prior year periods.  For the  nine-month  period
ending  September 30, 2006, the net interest rate spread was .23% less than same
period  in 2005.  Net  interest  income  was  2.95%  for the nine  months  ended
September 30, 2006,  compared to 3.18% as of the nine months ended September 30,
2005.  Interest  expense for the nine months ended  September 30, 2006 was 2.68%
compared to 1.80% for the period ended September 30, 2005.

      Total interest and dividend income  increased by $235,000 or 14.3% for the
quarter and $758,000 or 15.9% for the nine month period ended September 30, 2006
compared to  comparable  period for 2005.  This increase was primarily due to an
increase in income from loans  receivable  and fees of $163,000 or 12.3% for the
quarter  and  $575,000 or 15.2% for the nine months  ending  September  30, 2006
compared to comparable prior year periods.

      Total interest expense  increased by $288,000 or 50.4% for the quarter and
$832,000 or 55.0% for the nine month period  ending  September 30, 2006 compared
to comparable  prior year periods.  The deposit  interest  expense  increased by
$207,000  or 56.1% for the  quarter  and  $543,000  or 53.0% for the nine  month
period ending  September 30, 2006 compared to last year.  These  increases  were
caused by increases in average balances and rates in 2006.  Interest on borrowed
funds  increased  by $81,000 or 40.1% for the quarter and  $289,000 or 59.1% for
the nine months ending  September  30, 2006  compared to comparable  periods for
2005. These increases were primarily due to higher rates in 2006.

      There was a $38,000  provision  for loan losses made for the quarter ended
September 30, 2006 and $68,000 for the period ended  September 30, 2006 and none
for 2005. At September 30, 2006,  the Company's  nonaccruing  loans  amounted to
$38,000,  which  consisted of one  mortgage  loan and two  consumer  loans.  The
allowance  for  loan  losses   amounted  to  $883,000  at  September  30,  2006,
representing  1.17% of the total loans held in the portfolio and 2,323.7% of the
total nonaccruing loans at such date.

      Other  operating  income  increased  by $99,000 or 125.3% for the  quarter
ending  September  30, 2006 and by $399,000 or 166.9% for the nine months ending
September  30, 2006  compared to the same periods in 2005.  The increase for the
three month period was primarily due to

                                       16
<PAGE>

revenue from the agency.  The nine month increase included  increases of $67,000
in  customer  service  fees,  $100,000  gain on sale of assets and other  income
increase of $228,000 in other income that included revenues from the Agency.

      Other operating expenses increased by $81,000 or 12.2% for the quarter and
$300,000  or 15.3% for the nine months  ending  September  30, 2006  compared to
prior year periods. The quarterly increase was due to a $25,000 or 7.0% increase
in salaries and benefits  and a $61,000 or 50% increase in other  expenses  that
included the  insurance  agency.  The nine month  increase was due  primarily to
$94,000 or 8.8% increase in salaries and benefits,  a $14,000 or 10.7%  increase
in  professional  fees,  and a $187,000 or 45.0% increase in other expenses that
included the expenses of the Agency.

      Income tax expense for the quarter  ending  September 30, 2006 compared to
prior year  period was  $24,000  or 14.4%  lower due to lower net income  before
taxes.  For the nine month period  ending  September  30, 2006 compared to prior
years  period,  the  expense  was  $15,000 or 2.9% lower due to lower net income
before taxes.

Liquidity and Capital Resources

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

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

      A significant  portion of the Company's  liquidity  consists of securities
classified  as available for sale and cash and cash  equivalents.  The Company's
primary  sources  of cash are net  income,  principal  repayments  on loans  and
mortgage-backed  securities  and increases in deposit  accounts.  If the Company
requires  funds  beyond  its  ability to  generate  them  internally,  borrowing
agreements  exist with the Federal  Home Loan Bank of Dallas,  which  provide an
additional source of funds.

      The Association is required to maintain  regulatory  capital sufficient to
meet  tangible,  core and risk-based  capital ratios of at least 1.5%,  3.0% and
8.0%, respectively.  At September 30, 2006, the Association exceeded each of its
capital requirements with ratios of 15.69%, 15.69% and 29.10%, 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

                                       17
<PAGE>

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.  Minden  Bancorp,  Inc.  Form 10-QSB  Quarter  Ended
September 30, 2006

                           PART II - OTHER INFORMATION

Item 1 -   Legal Proceedings:

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

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

                (a)-(b) Not applicable.
                (c) The following table contains information about the Company's
purchases of equity securities pursuant to its stock repurchase plans during the
quarter ended September 30, 2006.

<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>

July 01, 2006 -
July 31, 2006

August 01, 2006 -
August 31, 2006

Sept. 1, 2006 -
Sept. 30, 2006             2,000          $22             2,000                18,889

     Total                 2,000          $22             2,000                18,889
                          ======       ======           =======                ======
----------------

</TABLE>

                                       18
<PAGE>

      The Company  instituted a repurchase  program in September 2003 for 39,278
      shares of the Company's outstanding shares along with the authorization to
      purchase up to 26,186 shares to fund the Company's  2003  Recognition  and
      Retention Plan and Trust Agreement (the "Recognition  Plan"). In September
      2004, the Company  authorized the second stock  repurchase  plan for up to
      31,000 shares of the Company's outstanding common shares.

      Upon completion of the second repurchase  program in May 2005, the Company
      announced a third stock repurchase  program of up to an additional  29,000
      shares of outstanding common stock.

      A total of 26,186 shares have been purchased for the Recognition  Plan and
      80,389  shares have been  purchased  under the  repurchase  programs  with
      18,889 shares  remaining to be repurchased at September 30, 2006 under the
      third stock 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

           (a) The following exhibits are filed herewith:

                     EXHIBIT NO.    DESCRIPTION

                        31.1        Certification pursuant to Rule 13a-14 of the
                                    Security  Exchange Act of 1934, as amended ,
                                    as adopted  pursuant  to Section  302 of the
                                    Sarbanes-Oxley Act of 2002.

                        31.2        Certification pursuant to Rule 13a-14 of the
                                    Security  Exchange Act of 1934, as amended ,
                                    as adopted  pursuant  to Section  302 of the
                                    Sarbanes-Oxley Act of 2002.

                        32.1        Certification  pursuant to 18 U.S.C. Section
                                    1350, as adopted  pursuant to Section 906 of
                                    Sarbanes-Oxley Act of 2002.

                        32.2        Certification  pursuant to 18 U.S.C. Section
                                    1350, as adopted  pursuant to Section 906 of
                                    Sarbanes-Oxley Act of 2002.


                                       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:  November 13, 2006                 /s/ A. David Evans
                                         ------------------
                                         A. David Evans
                                         President and Chief Executive Officer


Date:  November 13, 2006                 /s/ Becky T. Harrell
                                         --------------------
                                         Becky T. Harrell
                                         Chief Financial Officer and Treasurer


                                       20