As filed with the Securities and Exchange Commission on May 14, 2004
                                                  Registration No. 333-_________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              Minden Bancorp, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                  United States
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   13-4203146
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

415 Main Street
Minden, Louisiana                                                         71055
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


                   Minden Bancorp, Inc. 2003 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)


                                           Copies to:
A. David Evans                             Philip Ross Bevan, Esq.
President and Chief Executive Officer      Eric M. Marion, Esq.
Minden Bancorp, Inc.                       Elias, Matz, Tiernan & Herrick L.L.P.
415 Main Street                            734 15th Street, N.W.
Minden, Louisiana 71055                    Washington, D.C. 20005
(318) 377-0523                             (202) 347-0300
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Agent For Service)




<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
      Title of Each              Amount             Proposed Maximum        Proposed Maximum
   Class of Securities            to be              Offering Price            Aggregate             Amount of
    to be Registered         Registered (1)            Per Share             Offering Price      Registration Fee
-----------------------------------------------------------------------------------------------------------------


<S>    <C>                      <C>           <C>      <C>                  <C>
Common Stock, par
 value $.01 per share           49,855 shares (2)      $15.375(2)           $   766,981.88

Common Stock, par
value $.01 per share            15,579 shares (3)      $20.625(3)           $   321,316.88
                             ---------                                        ------------

Total                           65,464 shares                               $ 1,088,298.76            $137.89
                             =========                                        ============
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Together with an indeterminate number of additional shares pursuant to Rule
416(a) which may be necessary to adjust the number of shares reserved for
issuance pursuant to the Minden Bancorp, Inc. ("Company" or "Registrant") 2003
Stock Option Plan (the "Option Plan") as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock, par value $.01
per share ("Common Stock"), of the Company.

(2) The 49,885 shares represent shares of Common Stock for which options have
been granted under the Option Plan as of the date hereof but not yet exercised.
The Proposed Maximum Offering Price Per Share is equal to the weighted average
exercise price of the options and estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h)(1) promulgated under
the Securities Act of 1933, as amended ("Securities Act").

(3) The 15,579 shares represent shares of Common Stock which have been reserved
under the Option Plan for stock options not yet granted under the Option Plan.
The Proposed Maximum Offering Price Per Share is equal to the average of the bid
and ask prices of the Common Stock of the Company on May 10, 2004 on the Nasdaq
National Market and estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) promulgated under the Securities
Act.

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

     This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.

                                        2

<PAGE>



                                     PART I

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

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

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the Registration Statement in accordance with
     Rule 428 under the Securities Act and the "Note" to Part I on Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

          (a)  The Company's Annual Report on Form 10-KSB for the fiscal year
               ended December 31, 2003 (File No. 000-49882) filed with the
               Commission on March 30, 2004;

          (b)  All other reports filed by the Company pursuant to Sections 13(a)
               or 15(d) of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act"), since the end of the fiscal year covered by the
               Form 10-KSB referred to in clause (a) above;

          (c)  The description of the Common Stock of the Company contained in
               Item 1, "Description of Registrant's Securities to be Registered"
               in the Company's Registration Statement on Form 8-A as filed on
               June 21, 2002 (File No. 000- 49882); and

          (d)  All documents filed by the Company pursuant to Sections 13(a),
               13(c), 14 or 15(d) of the Exchange Act after the date hereof and
               prior to the filing of a post-effective amendment which indicates
               that all securities offered have been sold or which deregisters
               all securities then remaining unsold.

     Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any

                                        3

<PAGE>



other subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not applicable because the Company's Common Stock is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Not applicable to this Registration Statement.

Item 6. Indemnification of Directors and Officers.

     Generally, federal regulations define areas for indemnity coverage for
federal savings associations and federal subsidiary holding companies as
follows:

     (a) Any person against whom an action is brought or threatened because that
person is or was a director or officer of the savings association shall be
indemnified by the savings association for:

     (i) Any amount for which such person becomes liable under a judgment in
such action; and

     (ii) Reasonable costs and expenses, including reasonable attorney's fees,
actually paid or incurred by that person in defending or settling such action,
or in enforcing his or her rights under this section if the person attains a
favorable judgment in such enforcement action.

     (b) Indemnification shall be made to such person under paragraph (b) of
this section only if:

     (i) Final judgment on the merits is in his or her favor; or

     (ii) In case of: a. Settlement, b. Final judgement against him or her, or
c. Final judgement in his or her favor, other than on the merits, if a majority
of the disinterested directors of the savings association determine that he or
she was acting in good faith within the scope of his or her employment or
authority as he or she could reasonably have perceived it under the
circumstances and for a purpose he or she could reasonably have believed under
the circumstances was in the best interest of the savings association or its
members. However, no indemnification shall be

                                        4

<PAGE>



     made unless the association gives the Office at least 60 days notice of its
     intention to make such indemnification. Such notice shall state the facts
     on which the action arose, the terms of any settlement, and any disposition
     of the action by a court. Such notice, a copy thereof, and a certified copy
     of the resolution containing the required determination by the board of
     directors shall be sent to the Regional Director, who shall promptly
     acknowledge receipt thereof. The notice period shall run from the date of
     such receipt. No such indemnification shall be made if the OTS advises the
     association in writing, within such notice period, of its objection
     thereto.

     (c) As used in this paragraph:

     (i) "action" means any judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise, including any appeal or other
proceeding for review;

     (ii) "court" includes, without limitation, any court to which or in which
any appeal or any proceeding for review is brought;

     (iii) "final judgment" means a judgment, decree, or order which is not
appealable and as to which the period for appeal has expired with no appeal
taken;

     (iv) "settlement" includes the entry of a judgment by consent or by
confession or a plea of guilty or nolo contendere.

Item 7. Exemption from Registration Claimed.

     Not applicable because no restricted securities will be reoffered or resold
pursuant to this Registration Statement.

Item 8. Exhibits.

     (a) The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):


 No.      Description of Exhibit
 ---      ----------------------
 4.0      Common Stock Certificate*

 5.0      Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to the legality
            of the Common Stock

10.0      Minden Bancorp, Inc. 2003 Stock Option Plan


                                        5

<PAGE>




     23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in the
          opinion included as Exhibit 5.0)

     23.2 Consent of Heard McElroy & Vestal LLP

     24.0 Power of attorney for any subsequent amendments is located in the
          signature pages

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

* Incorporated by reference from the Company's Registration Statement on Form
SB-2 (Commission File No. 333-84706) filed with the Commission on March 21,
2002, as amended.

Item 9. Undertakings.

         The undersigned Registrant hereby undertakes that it will:

     1. file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:

          (i) include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (ii) reflect in the prospectus any facts or events which, individually
     or together, represent a fundamental change in the information in the
     registration statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of the
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and
     price represent no more than 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement;

          (iii) include any additional or changed material information on the
     plan of distribution;

     (2) for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
            ---- ----

     (3) file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and

                                        6

<PAGE>



Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                        7

<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Minden, State of Louisiana, on this 11th day of
May 2004.

                                  MINDEN BANCORP, INC.


                                  By:      /s/ A. David Evans
                                           -------------------------------------
                                           A. David Evans
                                           President and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby makes, constitutes and appoints A. David Evans his or her true and lawful
attorney, with full power to sign for such person and in such person's name and
capacity indicated below, and with full power of substitution any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.


         Name                           Title                         Date
-----------------------     -----------------------------         ------------




/s/ A. David Evans          Director, President and Chief         May 11, 2004
-----------------------
A. David Evans              Executive Officer


/s/ Russell A. Adams        Director                              May 11, 2004
-----------------------
Russell A. Adams


/s/ John B. Benton, Jr.     Director                              May 11, 2004
-----------------------
John B. Benton, Jr.


/s/ John P. Collins         Director                              May 11, 2004
-----------------------
John P. Collins


/s/ Michael S. Harper       Director                              May 11, 2004
-----------------------
Michael S. Harper


                                       8
<PAGE>



         Name                           Title                         Date


/s/ A. Loye Jones           Director                              May 11, 2004
-----------------------
A. Loye Jones


/s/ F. Dare Lott, Jr.       Director                              May 11, 2004
-----------------------
F. Dare Lott, Jr.


/s/ Michael W. Wise         Director                              May 11, 2004
-----------------------
Michael W. Wise


/s/ R.E. Woodard, III       Director                              May 11, 2004
-----------------------
R.E. Woodard, III


/s/ Becky T. Harrell        Chief Financial Officer and           May 11, 2004
-----------------------
Becky T. Harrell            Treasurer





                                       9
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{"company-data": {"conformed-name": "MINDEN BANCORP INC", "cik": "0001169352", "assigned-sic": "6036"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115544", "film-number": "04808931"}, "business-address": {"street1": "415 MAIN STREET", "city": "MINDEN", "state": "LA", "zip": "71055", "phone": "3183770523"}}
As filed with the Securities and Exchange Commission on May 14, 2004
                                                  Registration No. 333-_________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              Minden Bancorp, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                  United States
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   13-4203146
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

415 Main Street
Minden, Louisiana                                                         71055
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                   Minden Bancorp, Inc. 2003 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                           Copies to:
A. David Evans                             Philip Ross Bevan, Esq.
President and Chief Executive Officer      Eric M. Marion, Esq.
Minden Bancorp, Inc.                       Elias, Matz, Tiernan & Herrick L.L.P.
415 Main Street                            734 15th Street, N.W.
Minden, Louisiana 71055                    Washington, D.C. 20005
(318) 377-0523                             (202) 347-0300
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
      Title of Each              Amount             Proposed Maximum        Proposed Maximum
   Class of Securities            to be              Offering Price            Aggregate             Amount of
    to be Registered         Registered (1)            Per Share             Offering Price      Registration Fee
-----------------------------------------------------------------------------------------------------------------
Common Stock, par
 value $.01 per share           49,855 shares (2)      $15.375(2)           $   766,981.88

Common Stock, par
value $.01 per share            15,579 shares (3)      $20.625(3)           $   321,316.88
                             ---------                                        ------------

Total                           65,464 shares                               $ 1,088,298.76            $137.89
                             =========                                        ============
-----------------------------------------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares pursuant to Rule
416(a) which may be necessary to adjust the number of shares reserved for
issuance pursuant to the Minden Bancorp, Inc. ("Company" or "Registrant") 2003
Stock Option Plan (the "Option Plan") as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock, par value $.01
per share ("Common Stock"), of the Company.

(2) The 49,885 shares represent shares of Common Stock for which options have
been granted under the Option Plan as of the date hereof but not yet exercised.
The Proposed Maximum Offering Price Per Share is equal to the weighted average
exercise price of the options and estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h)(1) promulgated under
the Securities Act of 1933, as amended ("Securities Act").

(3) The 15,579 shares represent shares of Common Stock which have been reserved
under the Option Plan for stock options not yet granted under the Option Plan.
The Proposed Maximum Offering Price Per Share is equal to the average of the bid
and ask prices of the Common Stock of the Company on May 10, 2004 on the Nasdaq
National Market and estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) promulgated under the Securities
Act.

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

     This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.

                                        2
PART I

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

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

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the Registration Statement in accordance with
     Rule 428 under the Securities Act and the "Note" to Part I on Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

          (a)  The Company's Annual Report on Form 10-KSB for the fiscal year
               ended December 31, 2003 (File No. 000-49882) filed with the
               Commission on March 30, 2004;

          (b)  All other reports filed by the Company pursuant to Sections 13(a)
               or 15(d) of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act"), since the end of the fiscal year covered by the
               Form 10-KSB referred to in clause (a) above;

          (c)  The description of the Common Stock of the Company contained in
               Item 1, "Description of Registrant's Securities to be Registered"
               in the Company's Registration Statement on Form 8-A as filed on
               June 21, 2002 (File No. 000- 49882); and

          (d)  All documents filed by the Company pursuant to Sections 13(a),
               13(c), 14 or 15(d) of the Exchange Act after the date hereof and
               prior to the filing of a post-effective amendment which indicates
               that all securities offered have been sold or which deregisters
               all securities then remaining unsold.

     Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any

                                        3
other subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not applicable because the Company's Common Stock is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Not applicable to this Registration Statement.

Item 6. Indemnification of Directors and Officers.

     Generally, federal regulations define areas for indemnity coverage for
federal savings associations and federal subsidiary holding companies as
follows:

     (a) Any person against whom an action is brought or threatened because that
person is or was a director or officer of the savings association shall be
indemnified by the savings association for:

     (i) Any amount for which such person becomes liable under a judgment in
such action; and

     (ii) Reasonable costs and expenses, including reasonable attorney's fees,
actually paid or incurred by that person in defending or settling such action,
or in enforcing his or her rights under this section if the person attains a
favorable judgment in such enforcement action.

     (b) Indemnification shall be made to such person under paragraph (b) of
this section only if:

     (i) Final judgment on the merits is in his or her favor; or

     (ii) In case of: a. Settlement, b. Final judgement against him or her, or
c. Final judgement in his or her favor, other than on the merits, if a majority
of the disinterested directors of the savings association determine that he or
she was acting in good faith within the scope of his or her employment or
authority as he or she could reasonably have perceived it under the
circumstances and for a purpose he or she could reasonably have believed under
the circumstances was in the best interest of the savings association or its
members. However, no indemnification shall be

                                        4
made unless the association gives the Office at least 60 days notice of its
     intention to make such indemnification. Such notice shall state the facts
     on which the action arose, the terms of any settlement, and any disposition
     of the action by a court. Such notice, a copy thereof, and a certified copy
     of the resolution containing the required determination by the board of
     directors shall be sent to the Regional Director, who shall promptly
     acknowledge receipt thereof. The notice period shall run from the date of
     such receipt. No such indemnification shall be made if the OTS advises the
     association in writing, within such notice period, of its objection
     thereto.

     (c) As used in this paragraph:

     (i) "action" means any judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise, including any appeal or other
proceeding for review;

     (ii) "court" includes, without limitation, any court to which or in which
any appeal or any proceeding for review is brought;

     (iii) "final judgment" means a judgment, decree, or order which is not
appealable and as to which the period for appeal has expired with no appeal
taken;

     (iv) "settlement" includes the entry of a judgment by consent or by
confession or a plea of guilty or nolo contendere.

Item 7. Exemption from Registration Claimed.

     Not applicable because no restricted securities will be reoffered or resold
pursuant to this Registration Statement.

Item 8. Exhibits.

     (a) The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

 No.      Description of Exhibit
 ---      ----------------------
 4.0      Common Stock Certificate*

 5.0      Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to the legality
            of the Common Stock

10.0      Minden Bancorp, Inc. 2003 Stock Option Plan

                                        5
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in the
          opinion included as Exhibit 5.0)

     23.2 Consent of Heard McElroy & Vestal LLP

     24.0 Power of attorney for any subsequent amendments is located in the
          signature pages

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

* Incorporated by reference from the Company's Registration Statement on Form
SB-2 (Commission File No. 333-84706) filed with the Commission on March 21,
2002, as amended.

Item 9. Undertakings.

         The undersigned Registrant hereby undertakes that it will:

     1. file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:

          (i) include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (ii) reflect in the prospectus any facts or events which, individually
     or together, represent a fundamental change in the information in the
     registration statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of the
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and
     price represent no more than 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement;

          (iii) include any additional or changed material information on the
     plan of distribution;

     (2) for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
            ---- ----

     (3) file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and

                                        6
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        7
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Minden, State of Louisiana, on this 11th day of
May 2004.

                                  MINDEN BANCORP, INC.

                                  By:      /s/ A. David Evans
                                           -------------------------------------
                                           A. David Evans
                                           President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby makes, constitutes and appoints A. David Evans his or her true and lawful
attorney, with full power to sign for such person and in such person's name and
capacity indicated below, and with full power of substitution any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.

         Name                           Title                         Date
-----------------------     -----------------------------         ------------

/s/ A. David Evans          Director, President and Chief         May 11, 2004
-----------------------
A. David Evans              Executive Officer

/s/ Russell A. Adams        Director                              May 11, 2004
-----------------------
Russell A. Adams

/s/ John B. Benton, Jr.     Director                              May 11, 2004
-----------------------
John B. Benton, Jr.

/s/ John P. Collins         Director                              May 11, 2004
-----------------------
John P. Collins

/s/ Michael S. Harper       Director                              May 11, 2004
-----------------------
Michael S. Harper

                                       8
Name                           Title                         Date

/s/ A. Loye Jones           Director                              May 11, 2004
-----------------------
A. Loye Jones

/s/ F. Dare Lott, Jr.       Director                              May 11, 2004
-----------------------
F. Dare Lott, Jr.

/s/ Michael W. Wise         Director                              May 11, 2004
-----------------------
Michael W. Wise

/s/ R.E. Woodard, III       Director                              May 11, 2004
-----------------------
R.E. Woodard, III

/s/ Becky T. Harrell        Chief Financial Officer and           May 11, 2004
-----------------------
Becky T. Harrell            Treasurer

                                       9