UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2005

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

                  For the transition period from_______ to _______

                        Commission File Number 000-49882

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


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

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

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

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

        Shares of common stock,  par value $.01 per share,  outstanding  as of
        July 31, 2005:  The  registrant  had 1,381,911  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
        581,799  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 June 30, 2005

                         PART I - FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>                                                                                  <C>
Item 1 -     Financial Statements...............................................      2

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

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

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

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

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

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

Exhibits .......................................................................     19
</TABLE>

<PAGE>

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

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

                 JUNE 30, 2005 (UNAUDITED) AND DECEMBER 31, 2004
                 -----------------------------------------------

<TABLE>
<CAPTION>
                                                                             June          December
          ASSETS                                                           30, 2005        31, 2004
          ------                                                           --------        --------
                                                                       (in thousands except share data)
<S>                                                                       <C>             <C>
Cash and noninterest-bearing deposits                                     $   1,884       $   1,745
Interest-bearing demand deposits                                                510             694
Federal funds sold                                                               --             500
                                                                          ---------       ---------
          Total cash and cash equivalents                                     2,394           2,939

Investment securities:
   Securities held-to-maturity (estimated market value of
      $2,031 at June 30, 2005 and $2,123 at December 31, 2004)                2,019           2,097
   Securities available-for-sale, at estimated market value                  31,573          34,174

First National Bankers Bank stock, at cost                                      210             210
Federal Home Loan Bank stock, at cost                                         1,137           1,016
Loans, net of allowance for loan losses                                      69,060          62,600
Accrued interest receivable                                                     567             512
Premises and equipment, net                                                   3,102           3,079
Other assets                                                                    411             556
                                                                          ---------       ---------

Total assets                                                              $ 110,473       $ 107,183
                                                                          =========       =========

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

Liabilities:
------------
   Deposits:
      Noninterest-bearing                                                 $   6,473       $   6,159
      Interest-bearing                                                       60,904          64,506
                                                                          ---------       ---------
          Total deposits                                                     67,377          70,665
   Accrued dividends on savings                                                 201             187
   Deferred federal income taxes                                                459             584
   Federal Home Loan Bank advances                                           23,000          17,200
   Fed Funds Purchased                                                          575              --
   Other liabilities                                                            335             166
                                                                          ---------       ---------
          Total liabilities                                                  91,947          88,802

Stockholders' equity:
---------------------
   Preferred stock - 1,000,000 authorized - none issued                          --              --
   Common stock, par value $.01; 4,000,000 shares authorized;
      1,454,750 shares issued and 1,381,911 shares outstanding as of
       June 30, 2005 and 1,399,911 outstanding at
      December 31, 2004                                                          15              15
   Additional paid-in capital                                                16,597          16,690
   Retained earnings                                                          3,690           3,106
   Treasury stock, at cost (72,839 shares at June 30, 2005                   (1,471)         (1,109)
       and 54,839 shares at December 31, 2004)

   Accumulated other comprehensive income                                       420             556
                                                                          ---------       ---------
                                                                             19,251          19,258
                                                                          ---------       ---------
Unearned  common stock held by management recognition
          and retention plan (18,354 at June 30, 2005,
           26,186 at December 31, 2004)                                        (333)           (462)
Unallocated common stock held by ESOP (41,898 at June 30, 2005,
          44,515 at December 31, 2004)                                         (392)           (415)
                                                                          ---------       ---------
             Total stockholders' equity                                      18,526          18,381
                                                                          ---------       ---------
Total liabilities and stockholders' equity                                $ 110,473       $ 107,183
                                                                          =========       =========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       2
<PAGE>

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

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

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
            ---------------------------------------------------------

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                    Three Months Ended          Six Months Ended
                                                    ------------------          ----------------
                                                  June 30,      June 30,      June 30,      June 30,
                                                    2005          2004          2005          2004
                                                    ----          ----          ----          ----
                                             (in thousands except share data)
<S>                                               <C>           <C>           <C>           <C>
Interest and dividend income:
-----------------------------
   Loans, including fees                          $  1,265      $  1,050      $  2,458      $  2,109
   Investments-taxable:
      Securities                                        90            54           171            98
      Mortgage-backed securities                       217           227           443           461
   Dividends-FHLMC/FHLB                                 14            14            27            26
   Other                                                 2             3             7             5
                                                  --------      --------      --------      --------
          Total interest and dividend income         1,588         1,348         3,106         2,699

Interest expense:
-----------------
   Interest-bearing deposits                           335           333           656           665
   Interest on borrowed funds                          166            47           287            90
                                                  --------      --------      --------      --------
          Total interest expense                       501           380           943           755
                                                  --------      --------      --------      --------

          Net interest income                        1,087           968         2,163         1,944
   Provision for loan losses                            --            --            --            --
                                                  --------      --------      --------      --------

          Net interest income after
            provision for loan losses                1,087           968         2,163         1,944

Other operating income:
-----------------------
   Customer service fees                                96            70           160           142
   Gain on sale of REO Assets                           --             3            --             3
                                                  --------      --------      --------      --------
          Total other operating income                  96            73           160           145

Other operating expenses:
-------------------------
   Salaries and benefits                               364           321           706           634
   Office occupancy expense                            112            84           232           176
   Professional fees and supervisory
      examinations                                      28            34            65            69
   SAIF insurance premium                                3             2             5             5
   Other general and administrative
      expenses                                         161           158           292           287
                                                  --------      --------      --------      --------
      Total other operating expenses                   668           599         1,300         1,171
                                                  --------      --------      --------      --------

Income before income taxes                             515           442         1,023           918
--------------------------

Income tax expense                                     175           150           348           313
------------------                                --------      --------      --------      --------

Net income                                        $    340      $    292      $    675      $    605
----------                                        ========      ========      ========      ========

Earnings per share                                $    .26      $    .21      $    .51      $    .44
Earnings per share fully diluted                  $    .24      $    .20      $    .47      $    .42
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>

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

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

                     FOR THE SIX MONTHS ENDED JUNE 30, 2005
                     --------------------------------------

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                 Additional                   Other

                                      Common      Paid-In      Retained       Comp.         Treasury

                                      Stock       Capital      Earnings       Income         Stock         Total
                                      -----       -------      --------       ------         -----         -----
                                                     (in thousands)
<S>                                  <C>        <C>            <C>         <C>            <C>             <C>
Balance January 1, 2005              $     15   $     16,690   $  3,106    $        556   $     (1,109)   $ 19,258
-----------------------

Net Income                                                          675                                        675

  Dividends                                                         (91)                                       (91)

  Treasury Stock                                        (129)                                     (362)       (491)
Amortization of awards under
management recognition and
retention plan (RRP)                                      36                                                    36

Change in net unrealized gain
(loss) on securities available
for sale, net of tax effect of $70                                 (136)           (136)                      (136)
                                                               --------    ------------                   --------
   Total comprehensive income                                       539
                                     --------   ------------   --------    ------------   ------------    --------
Balance June 30, 2005                $     15   $     16,597   $  3,690    $        420   $     (1,471)   $ 19,251
---------------------                ========   ============   ========    ============   ============    ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>

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

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

                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                 -----------------------------------------------

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                             June 30,    June 30,
                                                               2005        2004
                                                               ----        ----
                                                                      (in thousands)
<S>                                                          <C>         <C>
Cash flows from operating activities:
-------------------------------------
   Net income                                                $    675    $    605
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation                                                74          71
       Deferred income taxes                                      (30)         --
       Stock dividends                                            (25)         (6)
       Stock awards RRP & ESOP                                     36          26
       Gain on sale of assets                                      --          (4)
       Decrease in prepaid expenses and accrued income             90          13
       Increase in dividends payable and other liabilities        183         216
                                                             --------    --------
         Net cash provided by operating activities               1003         921

Cash flows from investing activities:
-------------------------------------
   Activity in available for sale securities:
     Maturities, prepayments, calls, and sales                  5,199       4,253
     Purchases                                                 (2,806)     (9,309)
   Activity in held to maturity securities:
     Maturities, prepayments and calls                             78         154
     Purchases                                                     --      (1,010)
   Net increase in loans                                       (6,460)     (2,397)
   Net increase in premises and equipment                         (97)        (78)
   Purchase FHLB Stock                                            (96)        (92)
                                                             --------    --------
         Net cash used by investing activities                 (4,182)     (8,479)

Cash flows from financing activities:
-------------------------------------
   Net (decrease) increase in deposits                         (3,288)      3,977
   Net increase in advances from FHLB                           5,800       3,500
   Net increase in Fed Funds Purchased                            575          --
   Purchase of Treasury Stock and RRP shares                     (362)       (531)
   Dividends Paid                                                 (91)        (79)
                                                             --------    --------
   Net cash provided by financing activities                    2,634       6,867
                                                             --------    --------
Net decrease in cash and cash equivalents                        (545)       (691)
-----------------------------------------

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

Cash and cash equivalents at June 30                         $  2,394    $  1,641
------------------------------------                         ========    ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       5
<PAGE>

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

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

            FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004
            --------------------------------------------------------

                                    UNAUDITED

                                                   June 30,   June 30,
                                                     2005       2004
                                                     ----       ----
                                                           (in thousands)

Supplemental disclosures:
   Interest paid on deposits and borrowed funds    $    927   $    660
   Income taxes paid                                    240        181

     Noncash investing and financing activities:
       Decrease in unrealized gain on securities
         available for sale                        $    208   $    115
                                                   ========   ========

     See accompanying notes to unaudited consolidated financial statements.

                                       6
<PAGE>

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

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

                                  JUNE 30, 2005
                                  -------------

1.    Presentation of Interim Information
      -----------------------------------

      On December 11, 2001,  the Board of Directors of Minden  Building and Loan
      Association,  a  Louisiana-chartered  building and loan  association  (the
      "Association"),  adopted a plan of  reorganization  pursuant  to which the
      Association  would  convert  to  stock  form and  became  a  wholly  owned
      subsidiary of Minden Bancorp, Inc. (the "Company"). In connection with the
      reorganization,  the Company became a majority  owned (55%)  subsidiary of
      Minden Mutual Holding Company.  The reorganization was consummated on July
      2, 2002.  The  unaudited  consolidated  financial  statements  include the
      Company and its wholly owned  subsidiary,  the Association.  The financial
      information   at  December  31,  2004  was  obtained  from  the  Company's
      consolidated audited financial statements.  All intercompany  transactions
      have been  eliminated in  consolidation.  The Company's  only  significant
      assets  are  its  investment  in the  Association,  and  its  loan  to the
      Company's  employee  stock  ownership plan (ESOP) and the remainder of the
      net offering proceeds retained by the Company.

      In the opinion of the management of the Company and the  Association,  the
      accompanying  unaudited  consolidated  financial  statements  include  all
      normal adjustments considered necessary to present fairly the consolidated
      financial  position as of June 30, 2005 and  December  31,  2004,  and the
      consolidated  results of  operations  and cash flows for the three and six
      months  ended June 30, 2005 and 2004,  and the  consolidated  statement of
      stockholders'  equity for the six  months  ended  June 30,  2005.  Interim
      results are not necessarily indicative of results for a full year.

      The unaudited financial statements and notes are presented as permitted by
      Form  10-QSB,  and do not  contain  certain  information  included  in the
      Company's  audited  financial  statements  and  notes  for the year  ended
      December 31, 2004 set forth in the Company  Annual Report to  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 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  1,321,163  shares
(outstanding  stock less ESOP shares not  released  and RRP shares not  earned).
Fully diluted EPS is based upon the treasury stock method for the stock options.

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

      The loan  portfolio at June 30, 2005 and December 31, 2004,  is as follows
      (in thousands):

        First mortgage conventional loans:                      2005       2004
                                                                ----       ----
          Secured by one-to-four-family residences          $ 38,507   $ 37,711
        Commercial real estate                                11,571      9,468
        Commercial, other than real estate                    10,678      9,435
        Consumer loans (including overdrafts of $39 & $25)     4,739      3,815
        Consumer loans secured by deposits                     1,260      1,759
        Construction loans                                     4,969      1,477
                                                            --------   --------
              Total                                           71,724     63,665
        Less:  Allowance for loan losses                        (871)      (877)
              Unfunded construction loan commitments          (1,793)      (188)
                                                            --------   --------
              Loans, net                                    $ 69,060   $ 62,600
                                                            ========   ========

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

        Balance, January 1                                   $ 877      893
        Provision for loan losses                               --       --
        Loans charged off-net of recoveries                     (6)     (16)
                                                             -----    -----
        Balance, June 30                                     $ 871    $ 877
                                                             =====    =====

      The  Association's  fee  for  the  origination  or  assumption  of a  loan
      approximates  its cost  incurred on the loan.  As the net  fees/costs  are
      deemed  immaterial to the financial  statements,  no 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 June 30,  2005  and  December  31,  2004
      consists of the following (in thousands):

                                                         2005        2004
                                                         ----        ----
        Loans                                          $    462    $    395
        Mortgage-backed securities                           96         103
        Investment securities and other                       9          14
                                                       --------    --------
               Total accrued interest receivable       $    567    $    512
                                                       ========    ========

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

      Premises  and  equipment  at June  30,  2005  and  December  31,  2004 are
      summarized as follows (in thousands):

        Land and buildings                             $  3,178    $  3,152
        Furniture, fixtures and equipment                   611         540
                                                       --------    --------
               Total                                      3,789       3,692
        Less-accumulated depreciation                      (687)       (613)
        ----                                           --------    --------
               Net premises and equipment              $  3,102    $  3,079
                                                       ========    ========

6.    Deposits
      --------

      Deposits  as of June 30, 2005 and  December  31,  2004 are  summarized  as
      follows (in thousands):

           Demand deposit accounts (including official
             checks of $758 in 2005 and $956 in 2004)     $ 11,061    $ 11,006
        Savings                                             14,527      14,022
           Certificates of deposit:
             1.00% - 1.99%                                      --       4,642
             2.00% --2.99%                                  27,269      37,178
             3.00% - 3.99%                                  14,374       3,817
             4.00% - 4.99%                                     146          --
                                                          --------    --------
             Total certificates of deposit                  41,789      45,637
                                                          --------    --------
                    Total deposits                        $ 67,377    $ 70,665
                                                          ========    ========

7.    Pension Plan
      ------------

      The  Association  has  adopted  a 401(k)  retirement  plan,  covering  all
      full-time employees based upon a year of service.  The plan provides for a
      2% discretionary  employer  contribution  (based upon compensation) with a
      match of the employees'  contribution  up to 6% based upon Board approval.
      Plan  contributions  (in thousands) for the six months ended June 30, 2005
      were $21.

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

      In the  ordinary  course of  business,  the  Association  has  outstanding
      commitments on which management does not anticipate losses.  They include,
      among other  things,  commitments  to extend  credit and letters of credit
      undertaken in the normal course of business and to purchase  mortgage pool
      securities. As of


                                       9
<PAGE>

      June 30, 2005, the Association  had $16.4 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 (4.0% of the outstanding  shares of
      the Company as of June 30,  2005).  The loan is payable  over ten years at
      (in thousands)  $66 per year ($16.5 per quarter)  including  interest.  At
      June 30, 2005, (in thousands) $392 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 June 30, 2005 was $42 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 June 30,  2005,
      10,473 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 as of June 30, 2005. Shares subject to awards
      under the RRP shares  vest at 20% per year under the plan.  As of June 30,
      2005,  awards  covering  18,354 shares had been made and 7,336 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 six  months  ended  June  30,  2005  was $26 and was  included  in
      salaries and benefits.

      The Company  established  the 2003 Stock Option Plan (the  "Option  Plan")
      under which 65,464  shares of Company  stock are reserved for the grant of
      stock  options to  directors,  officers  and  employees.  The Option  Plan
      provides for vesting to  participants  at 20% per year. The options expire
      in ten years from the date of grant.  The exercise price of the options is
      equal to the fair market value of the common stock on the grant date which
      was $15.375 with respect to all the currently outstanding options. Options
      covering  49,885 shares were  outstanding  as of June 30, 2005. A total of
      19,954 options were exercisable as of June 30, 2005.


                                       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):

                                                           Six Months Ended

                                                            June 30, 2005
                                                            -------------

               Net Income, as reported                          $  675

               Pro forma net income                                641

               Diluted income per share, as reported              $.47

               Pro forma diluted income per share                 $.45

      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 June 30, 2005
and  December  31,  2004,  and the results of  operations  for the three and six
months ended June 30, 2005 with the same periods in 2004. Currently the business
and  management of the Company is primarily  the business and  management of the
Association.  This  discussion  should be read in  conjunction  with the interim
consolidated financial statements and footnotes included herein.

      The Company is the holding company for the Association.  Substantially all
of the Company's  assets are currently held in, and its operations are conducted
through, its sole subsidiary,  the Association.  The Company's business consists
primarily of attracting deposits from the general public and using such deposits
to make loans for the purchase and construction of residential  properties.  The
Company also originates commercial loans and various types of consumer loans.

      The Company is a federal corporation  organized for the purpose of being a
unitary holding company of the Association.  In connection with the consummation
of the  reorganization  of the Association on July 2, 2002, the Company acquired
all of the  capital  stock of the  Association  in  exchange  for 50% of the net
proceeds from the offering of the Company's  common  stock.  The Company  issued
approximately  45% of its common  stock to persons who  submitted  orders in the
offering.  Minden Mutual Holding Company owns the remaining approximately 58% of
the Company's  outstanding  common stock at June 30, 2005. The only  significant
assets of the Company are the capital  stock of the  Association,  the Company's
loan to the ESOP, and the remainder of the net offering proceeds retained by the
Company.

      In December  2004,  a 12.85  parcel of  property  located on Homer Road in
Minden,  was  purchased on which to construct  the second  full-service  banking
facility for the Association.  The Association will build on approximately three
acres.  Plans are being made to start  construction  of the building  later this
year. It is anticipated that the remaining acreage will be divided and sold.

Changes in financial condition

      Total assets  increased by 3.29 million or 3.1 % from December 31, 2004 to
June 30,  2005.  The  increase  was  primarily  due to 6.46  million,  or 10.3%,
increase  in the  Company's  net loan  portfolio,  partially  offset  by a $2.68
million, or 7.4%, decrease in investment  securities.  Cash and cash equivalents
decreased  by $545,000 or 18.5% from  December  31, 2004 to June 30,  2005.  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 $6.46  million  increase  in the  Company's  net loan  portfolio  from
December  31,2004  to June  30,  2005 was  primarily  due to a  796,000  or 2.1%
increase  in one-to  four-family  residential  loans,  a $1.24  million or 13.2%
increase in commercial  loans,  other than real estate, a $2.10 million or 22.2%


                                       12
<PAGE>

increase in  commercial  real  estate  loans,  a $924,000  or 24.2%  increase in
consumer loans,  and a $3.49 million or 236.4%  increase in  construction  loans
partially  offset by a $499,000 or 28.4%  decrease in consumer  loans secured by
savings  deposits.  The Company has increased its emphasis on the origination of
higher  yielding  commercial  and  consumer  loans.  Deposits  decreased by 3.29
million or 4.7% at June 30, 2005 compared to year ended  December 31, 2004.  The
decrease in the  Company's  deposits  over December 31, 2004 levels was due to a
$3.6 million or 5.6% decrease in  interest-bearing  deposits,  and a $314,000 or
5.1% increase in non-interest bearing deposits.

      The Company's total classified assets for regulatory  purposes at June 30,
2005  amounted to $466,000  all of which were  classified  as  substandard.  The
classified  assets consisted of primarily of ten mortgage loans and ten consumer
loans.

      Total  stockholders  equity  increased by $145,000 or .8% in the first six
months of 2005. Net income of $675,000  increased equity during the period which
was partially  offset by a dividend  payment of $91,000,  repurchase of treasury
stock of  $362,000,  and by a decrease  of $136,000  in the  unrealized  gain on
investment  securities.  Stockholders'  equity at June 30, 2005  totaled  $18.53
million compared to equity of $18.38 million at December 31, 2004.

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_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 $48,000 or 16.4% in the  quarter  ended June 30,
2005  compared to the quarter  ended June 30,  2004 and  increased  by 70,000 or
11.6% for the six months  ended June 30, 2005 over the  comparable  2004 period.
The increase in net income for the quarter was  primarily  due to an increase in
net  interest  income  and in other  operating  income  that  more  than  offset
increases  in other  operating  expenses.  The increase for the six months ended
June 30, 2005 over the comparable  2004 period,  was due primarily to a $219,000
or 11.3%  increase  in net  interest  income and a $15,000 or 10.3%  increase in
other operating income which was partially offset an increase in other operating
expenses of $129,000 or 11.0% and a $35,000 or 11.2% in income tax expense.

      Net interest  income  increased by $119,000 or 12.3% for the quarter ended
June 30, 2005 and $219,000 or 11.3% for the six month period ended June 30, 2005
compared to the prior year periods. The increases were due to an increase in net
loans of $4.1  million or 6.3% for the quarter and $6.5 million or 10.3% for the
six month period,  and an increase in the net interest rate spread of .25%.  Net
interest  income was 2.10% for the six months ended June 30,  2005,  compared to
1.85% as of


                                       13
<PAGE>

the six months  ended June 30, 2004.  Interest  expense for the six months ended
June 30, 2005 was .91% compared to .87% for the period ended June 30, 2004.

     Total interest and dividend  income  increased by $240,000 or 17.8% for the
quarter  and  $407,000  or 15.1% for the  six-month  period  ended June 30, 2005
compared  to the prior year  period.  This was  primarily  due to an increase in
income from loans receivable and fees of $215,000 or 20.5% and $349,000 or 16.5%
and a $26,000 or 9.3% and a $56,000 or 9.6%  increase in income from  securities
and  mortgage-backed  securities  in the  quarter  ending  June 30, 2005 and the
six-months  ending  June 30, 2005  compared  to the  quarter and the  six-months
ending June 30, 2004.

      Total interest expense  increased by $121,000 or 31.8% for the quarter and
$188,000 or 24.9% for the six month period  ended June 30, 2005  compared to the
prior year  periods.  The  increase  in the  quarter  was due to an  increase in
interest paid on Federal Home Loan Bank advances.  The increase in the six month
period  ended June 30, 2005 was due to an  increase in interest  paid on Federal
Home Loan Bank advances of $197,000 or 218.9%  partially offset by a decrease in
total  interest  paid on deposits of $9,000 or 1.35%.  The  decrease in interest
paid on deposits was a result of lower 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 periods.

      No provision  for loan losses was made for the quarters  ended on June 30,
2005 or 2004 or the six months  ended June 30, 2005 or 2004.  At June 30,  2004,
the company's  nonaccruing loans amounted to $83,000 compared to $49,000 at June
30, 2004.  The allowance for loan losses  amounted to $871,000 at June 30, 2005,
representing  1.21 % of the total  loans held in the  portfolio  and  1049.4% of
total non-accruing loans compared to $892,000 at June 30, 2004.

      Other  operating  income  increased in the quarter  ended June 30, 2005 by
$23,000 or 31.5 %, over the quarter ended June 30, 2004 and $15,000 or 10.3% for
the six month  period  ended June 30,  2005.  The increase for the three and six
month periods are attributable to an increase in transaction service charges and
fees.

      Other  operating  expense  increased in the quarter ended June 30, 2005 by
$69,000 or 11.5% over the quarter ended June 30, 2004 and $129,000 or 11.0 % for
the six month  period  ended June 30,  2005.  The  increase  in the  quarter was
primarily  due to a $ 43,000  increase in salaries  and  benefits and a $ 28,000
increase in office  occupancy  partially  offset by a reduction in  professional
fees of $6,000.  Compensation expenses increased in the period due to a increase
in the number of staff, and to a lesser extent,  through increased  compensation
and current employees.

      Income tax  expense  increased  in the quarter and for the six month ended
June 30, 2005 by $25,000 and $ 35,000  respectively,  over the  comparable  2004
periods due primarily 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,  borrowing
agreements  exsist with the Federal  Home Loan Bank of Dallas  which  provide an
additional source of funds.

      The Association is required to maintain  regulatory  capital sufficient to
meet  tangible,  core and risk-based  capital ratios of at least 1.5%,  3.0% and
8.0%,  respectively.  At June 30, 2005,  the  Association  exceeded  each of its
capital requirements with ratios of 14.41%, 14.41% and 28.28%, 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 June 30, 2005

                           PART II - OTHER INFORMATION

Item 1 -  Legal Proceedings:

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

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

      (a)-(b)    Not applicable.
      (c) The following table contains information about the Company's purchases
      of equity  securities  pursuant to its stock  repurchase  plans during the
      quarter ended June 30, 2005.

<TABLE>
<CAPTION>
                                                Total Number of
                                                     Shares
                                                  Purchased as        Maximum Number
                      Total                     Part of Publicly    of Shares that May
                    Number of      Average         Announced         Yet Be Purchased
                     Shares      Price Paid         Plans or        Under the Plans or
    Period          Purchased     per Share         Programs             Programs
--------------------------------------------------------------------------------------
<S>                     <C>           <C>            <C>                  <C>
April 01, 2005 -
April 30, 2005              --            --             --               12,139(1)

May 01, 2005 -
May 31, 2005            14,700         20.00         14,700               26,439(2)

June 01, 2005 -
June 30, 2005

    Total               14,700        $20.00         14,700               26,439
                        ======        ======         ======               ======
</TABLE>

___________________

(1)   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.  Prior to the
      repurchases  noted in the above table,  a total of 26,186  shares had been
      purchased for the Recognition  Plan and 58,139 shares had been repurchased
      under  the  repurchase  programs.


                                       16
<PAGE>

(2)   Upon completion of the second repurchase program,  the Company announced a
      third stock  repurchase  program of up to an  additional  29,000 shares of
      outstanding common stock.

Item 3 - Defaults Upon Senior Securities:

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

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

            On May 10,  2005,  the  Company  held its third  Annual  Meeting  of
      Shareholders  to obtain  approval  for two proxy  proposals  submitted  on
      behalf of the Company's  Board of Directors.  Shareholders of record as of
      March 31, 2005 received proxy  materials and were  considered  eligible to
      vote for these  proposals.  Following is a brief  summary of each proposal
      and the result of the vote.

      1. The following  directors were elected by the requisite plurality of the
      votes cast to serve on the  Company's  Board of Directors for a three year
      term, A. David Evans,  A. Loye Jones,  and R.E.  Woodard III, by the votes
      cast as follows:

                                                            Broker
            Name             For         Withheld          Non-Votes
       ------------------------------------------------------------------

       A. David Evans      1,355,475         0                 N/A

        A. Loye Jones      1,355,475         0                 N/A

       R.E. Woodard III    1,355,475         0                 N/A

<TABLE>
<CAPTION>
                                                                                          Broker
                                                           For      Against   Abstain    Non-Votes
                                                       --------------------------------------------
<S>                                                      <C>           <C>       <C>         <C>
       2.   To ratify the appointment of
            Heard, McElroy and Vestal LLP as the
            independent auditors for the year
            ended December 31, 2005                      1,355,475     --        --          N/A
</TABLE>

Item 5 - Other Information:

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

Item 6 - Exhibits

            (a)   The following exhibits are filed herewith:

                  EXHIBIT NO.                DESCRIPTION

                     31.1      Certification  pursuant  to  Rule  13a-14  of the
                               Security  Exchange  Act of 1934,  as amended , as
                               adopted   pursuant   to   Section   302   of  the
                               Sarbanes-Oxley Act of 2002.
                     31.2      Certification  pursuant  to  Rule  13a-14  of the
                               Security  Exchange  Act of 1934,  as amended , as
                               adopted   pursuant   to   Section   302   of  the
                               Sarbanes-Oxley Act of 2002.
                     32.1      Certification pursuant to 18 U.S.C. Section 1350,
                               as   adopted   pursuant   to   Section   906   of
                               Sarbanes-Oxley Act of 2002.
                     32.2      Certification pursuant to 18 U.S.C. Section 1350,
                               as   adopted   pursuant   to   Section   906   of
                               Sarbanes-Oxley Act of 2002.


                                       17
<PAGE>

                                   SIGNATURES

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

                                      MINDEN BANCORP, INC.

Date: August 15, 2005
                                           /s/ A. David Evans
                                           -------------------------------------
                                           A. David Evans
                                           President and Chief Executive Officer

Date: August 15, 2005
                                           /s/ Becky T. Harrell
                                           -------------------------------------
                                           Becky T. Harrell
                                           Chief Financial Officer and Treasurer


                                       18