As filed with the Securities and Exchange Commission on December 3, 1996.
                                               Registration No. 333-        
_______________________________________________________________________________


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                 __________

                                  FORM S-8


                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933
                                 __________


                           MINDEN BANCSHARES, INC.
           (Exact name of Registrant as specified in its charter)

         Louisiana                                  72-0980704
(State or other jurisdiction                     (I.R.S. Employer
     of incorporation)                         Identification Number)
                              
                              401 Main Street
                          Minden, Louisiana 71055
  (Address, including zip code, of Registrant's principal executive offices)

              Minden Bancshares, Inc. 1995 Stock Incentive Plan
                         (Full title of the Plan)

                                 __________

                              Jack E. Byrd, Jr.
                    President and Chief Executive Officer
                           Minden Bancshares, Inc.
                              401 Main Street
                           Minden, Louisiana 71055
                               (504) 393-7774
           (Name,  address,  including  zip  code,  and telephone number,
                   including area code, of agent for service)

                                 Copy to:

                             Margaret F. Murphy
           Jones, Walker, Waechter, Poitevent, Carrere &  Denegre, L.L.P.
                            201 St. Charles Avenue
                       New Orleans, Louisiana 70170-5100

<TABLE>
<CAPTION>
=========================================================================================
                            Amount      Proposed Maximum  Proposed Maximum   Amount of
Title of Securities         to be        Offering Price      Aggregate      Registration
 to be Registered        Registered(1)      Per Share      Offering Price       Fee
_________________________________________________________________________________________
<S>                     <C>                 <C>            <C>               <C> 
Common Stock ($2.50        1,550 shares     $ 84.69        $  131,269.50     $  39.78(2)
  par value per share)     9,000 shares       88.43           795,870.00       241.17(2)
                          17,450 shares       95.06(3)      1,658,797.00       502.66
                        --------                           -------------     --------
Total                     28,000 shares                     2,585,936.50       783.61       
=========================================================================================
</TABLE>

(1) Upon a stock split, stock dividend or similar transaction in the future and
    during the effectiveness  of  this  Registration Statement involving Common
    Stock  of  the  Company,  the  number  of  shares   registered   shall   be
    automatically  increased  to cover the additional shares in accordance with
    Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with  Rule  457(h) under the Securities Act of 1933,
    calculated  based  upon the price at which  currently  outstanding  options
    granted under the Plan are exercisable.
(3) Estimated solely for  the  purpose  of  calculating  the  registration  fee
    pursuant to Rule 457(h) under the Securities Act of 1933, based on the book
    value  of  a  share  of  Common  Stock  on  September  30, 1996, the latest
    practicable date.

                             PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

     The following documents, which have been filed by Minden Bancshares, Inc.
(the   "Company")   with   the   Securities   and  Exchange  Commission   (the
"Commission"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995 filed pursuant to Section 13  of the Securities Exchange Act
of 1934 (the "1934 Act").

     (b)  The Company's Quarterly Report on Form 10-QSB for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996 filed pursuant to Section
13 of the 1934 Act.

     (c)  The  description  of  the  Common Stock included  in  the  Company's
Registration Statement on Form 8-A dated April 27, 1993.

     All reports filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities  Exchange  Act of 1934 subsequent
to the date of this Registration Statement 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 shall, except to the
extent otherwise provided by Regulation S-K or any other rule  promulgated  by
the Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The  Business  Corporation  Law of Louisiana, Section 83, gives Louisiana
corporations broad powers to indemnify  their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are  made  parties  by reason of being or
having  been  such directors or officers; subject to specific  conditions  and
exclusions gives  a director or officer who successfully defends an action the
right to be so indemnified;  and  authorizes  Louisiana  corporations  to  buy
directors'  and  officers'  liability  insurance.  Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, authorization of shareholders or otherwise.

     The Company's Articles of Incorporation  also  authorize  indemnification
and the purchase of directors' and officers' liability insurance  as permitted
under Louisiana law.

     The Company has in effect a $2 million directors' and officers' liability
policy  that  protects its officers and directors against losses arising  from
claims asserted  against  them  in their capacities as officers and directors,
subject to limitations and conditions set forth in such policy.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     5    Opinion of Jones, Walker,  Waechter,  Poitevent,  Carrere & Denegre,
          L.L.P.

     23.1 Consent of Heard, McElroy & Vestal, L.L.P.

     23.2 Consent  of  Jones, Walker, Waechter, Poitevent, Carrere &  Denegre,
          L.L.P. (included in Exhibit 5).
__________

Item 9.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect  to  the plan of distribution not previously
disclosed  in  the registration statement  or  any  material  change  to  such
information in the registration statement.

          (2)  That,  for  the  purpose of determining any liability under the
Securities Act of 1933, each such  post-effective amendment shall be deemed to
be a new registration statement relating  to  the  securities offered therein,
and the offering of such securities at that time shall  be  deemed  to  be the
initial bona fide offering thereof.

          (3)  To  remove  from  registration  by  means  of  a post-effective
amendment  any of the securities being registered which remain unsold  at  the
termination of the offering.

     (b)  The  undersigned  registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to  section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where  applicable,  each  filing  of  an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d) of the
Securities  Exchange  Act  of 1934) that is incorporated by reference  in  the
registration statement shall  be  deemed  to  be  a new registration statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities at that time shall be deemed to be the initial  bona  fide offering
thereof.

     (c)  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
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
proceedings)  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.


                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 
Registrant  certifies that it has reasonable  grounds  to  believe  that it 
meets all 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 November 22, 1996.

                                          MINDEN BANCSHARES, INC.

                                          /s/ Jack E. Byrd, Jr.
                                         ____________________________________
                                                  Jack E. Byrd, Jr.
                                         President and Chief Executive Officer


                              POWER OF ATTORNEY

       KNOW  ALL  MEN  BY  THESE PRESENTS, that each person whose signature  
appears  below constitutes and appoints Jack E. Byrd, Jr. and Robert W. 
Hines, Jr., or either one of them, his true and lawful attorney-in-fact and 
agent, with  full  power of substitution, for him and in  his  name,  place 
and stead, in any and all capacities, to sign  any  and  all  amendments
(including post-effective amendments) to  this  Registration Statement, and 
to file the same with all exhibits thereto, and other documents in 
connection therewith, with the Securities and Exchange Commission, granting  
unto  said  attorney-in-fact  and  agent full power  and authority  to  do  
and  perform  each  and  every  act  and thing requisite and ratifying  and
confirming  all  that said attorney-in-fact and agent or his  substitute or  
substitutes  may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements  of  the  Securities  Act  of  1933, as  
amended,  this Registration  Statement  has been  signed by  the  following 
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

       Signature                          Title                          Date
       ---------                          -----                          ----
<S>                            <C>                                 <C>
/s/ Jack E. Byrd, Jr.
-----------------------------  President, Chief Executive Officer  November 22, 1996
   Jack E. Byrd, Jr.                   and Director
(Principal Executive Officer)


/s/ Robert W. Hines                                 
-----------------------------        Vice President and            November 22, 1996
  Robert W. Hines, Jr.            Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)


/s/ Harry E. McInnis, Jr.
-----------------------------       Chairman of the Board          November 22, 1996
 Harry E. McInnis, Jr.


/s/ Don D. Moore
-----------------------------              Director                November 22, 1996
      Don D. Moore


/s/John W. Montgomery                                      
-----------------------------              Director                November 22, 1996
   John W. Montgomery


/s/ Joe E. Ratcliff
-----------------------------              Director                November 22, 1996
    Joe E. Ratcliff


/s/ Howard A. Spillers
-----------------------------              Director                November 22, 1996
   Howard A. Spillers


/s/ James D. Madden
-----------------------------              Director                November 22, 1996
    James D. Madden


/s/ S. Douglas Madden
-----------------------------              Director                November 22, 1996
   S. Douglas Madden


/s/ R. Thad Andress                                      
-----------------------------              Director                November 22, 1996
    R. Thad Andress


/s/ Don L. Brice
-----------------------------              Director                November 22, 1996
      Don L. Brice


/s/ Edward D. Brown
-----------------------------              Director                November 22, 1996
    Edward D. Brown


/s/ Dr. Gary G. Daniel
-----------------------------              Director                 November 22, 1996
   Dr. Gary G. Daniel


/s/ Hal K. Jackson
-----------------------------               Director               November 22, 1996
     Hal K. Jackson


/s/ Mike Woodward
-----------------------------               Director               November 22, 1996
R. E. "Mike" Woodard, III

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14542}]
{"company-data": {"conformed-name": "MINDEN BANCSHARES INC", "cik": "0000889553", "assigned-sic": "6021", "irs-number": "720980704", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17183", "film-number": "96675157"}, "business-address": {"street1": "401 MAIN STREET", "city": "MINDEN", "state": "LA", "zip": "71055", "phone": "3183774283"}, "mail-address": {"street1": "P O BOX 400", "city": "MINDEN", "state": "LA", "zip": "71058-0400"}}
As filed with the Securities and Exchange Commission on December 3, 1996.
                                               Registration No. 333-        
_______________________________________________________________________________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                 __________

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933
                                 __________

                           MINDEN BANCSHARES, INC.
           (Exact name of Registrant as specified in its charter)

         Louisiana                                  72-0980704
(State or other jurisdiction                     (I.R.S. Employer
     of incorporation)                         Identification Number)
                              
                              401 Main Street
                          Minden, Louisiana 71055
  (Address, including zip code, of Registrant's principal executive offices)

              Minden Bancshares, Inc. 1995 Stock Incentive Plan
                         (Full title of the Plan)

                                 __________

                              Jack E. Byrd, Jr.
                    President and Chief Executive Officer
                           Minden Bancshares, Inc.
                              401 Main Street
                           Minden, Louisiana 71055
                               (504) 393-7774
           (Name,  address,  including  zip  code,  and telephone number,
                   including area code, of agent for service)

                                 Copy to:

                             Margaret F. Murphy
           Jones, Walker, Waechter, Poitevent, Carrere &  Denegre, L.L.P.
                            201 St. Charles Avenue
                       New Orleans, Louisiana 70170-5100
=========================================================================================
                            Amount      Proposed Maximum  Proposed Maximum   Amount of
Title of Securities         to be        Offering Price      Aggregate      Registration
 to be Registered        Registered(1)      Per Share      Offering Price       Fee
_________________________________________________________________________________________
Common Stock ($2.50        1,550 shares     $ 84.69        $  131,269.50     $  39.78(2)
  par value per share)     9,000 shares       88.43           795,870.00       241.17(2)
                          17,450 shares       95.06(3)      1,658,797.00       502.66
                        --------                           -------------     --------
Total                     28,000 shares                     2,585,936.50       783.61       
=========================================================================================
(1) Upon a stock split, stock dividend or similar transaction in the future and
    during the effectiveness  of  this  Registration Statement involving Common
    Stock  of  the  Company,  the  number  of  shares   registered   shall   be
    automatically  increased  to cover the additional shares in accordance with
    Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with  Rule  457(h) under the Securities Act of 1933,
    calculated  based  upon the price at which  currently  outstanding  options
    granted under the Plan are exercisable.
(3) Estimated solely for  the  purpose  of  calculating  the  registration  fee
    pursuant to Rule 457(h) under the Securities Act of 1933, based on the book
    value  of  a  share  of  Common  Stock  on  September  30, 1996, the latest
    practicable date.

                             PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

     The following documents, which have been filed by Minden Bancshares, Inc.
(the   "Company")   with   the   Securities   and  Exchange  Commission   (the
"Commission"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995 filed pursuant to Section 13  of the Securities Exchange Act
of 1934 (the "1934 Act").

     (b)  The Company's Quarterly Report on Form 10-QSB for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996 filed pursuant to Section
13 of the 1934 Act.

     (c)  The  description  of  the  Common Stock included  in  the  Company's
Registration Statement on Form 8-A dated April 27, 1993.

     All reports filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities  Exchange  Act of 1934 subsequent
to the date of this Registration Statement 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 shall, except to the
extent otherwise provided by Regulation S-K or any other rule  promulgated  by
the Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The  Business  Corporation  Law of Louisiana, Section 83, gives Louisiana
corporations broad powers to indemnify  their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are  made  parties  by reason of being or
having  been  such directors or officers; subject to specific  conditions  and
exclusions gives  a director or officer who successfully defends an action the
right to be so indemnified;  and  authorizes  Louisiana  corporations  to  buy
directors'  and  officers'  liability  insurance.  Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, authorization of shareholders or otherwise.

     The Company's Articles of Incorporation  also  authorize  indemnification
and the purchase of directors' and officers' liability insurance  as permitted
under Louisiana law.

     The Company has in effect a $2 million directors' and officers' liability
policy  that  protects its officers and directors against losses arising  from
claims asserted  against  them  in their capacities as officers and directors,
subject to limitations and conditions set forth in such policy.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     5    Opinion of Jones, Walker,  Waechter,  Poitevent,  Carrere & Denegre,
          L.L.P.

     23.1 Consent of Heard, McElroy & Vestal, L.L.P.

     23.2 Consent  of  Jones, Walker, Waechter, Poitevent, Carrere &  Denegre,
          L.L.P. (included in Exhibit 5).
__________

Item 9.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect  to  the plan of distribution not previously
disclosed  in  the registration statement  or  any  material  change  to  such
information in the registration statement.

          (2)  That,  for  the  purpose of determining any liability under the
Securities Act of 1933, each such  post-effective amendment shall be deemed to
be a new registration statement relating  to  the  securities offered therein,
and the offering of such securities at that time shall  be  deemed  to  be the
initial bona fide offering thereof.

          (3)  To  remove  from  registration  by  means  of  a post-effective
amendment  any of the securities being registered which remain unsold  at  the
termination of the offering.

     (b)  The  undersigned  registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to  section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where  applicable,  each  filing  of  an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d) of the
Securities  Exchange  Act  of 1934) that is incorporated by reference  in  the
registration statement shall  be  deemed  to  be  a new registration statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities at that time shall be deemed to be the initial  bona  fide offering
thereof.

     (c)  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
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
proceedings)  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.

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 
Registrant  certifies that it has reasonable  grounds  to  believe  that it 
meets all 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 November 22, 1996.

                                          MINDEN BANCSHARES, INC.

                                          /s/ Jack E. Byrd, Jr.
                                         ____________________________________
                                                  Jack E. Byrd, Jr.
                                         President and Chief Executive Officer

                              POWER OF ATTORNEY

       KNOW  ALL  MEN  BY  THESE PRESENTS, that each person whose signature  
appears  below constitutes and appoints Jack E. Byrd, Jr. and Robert W. 
Hines, Jr., or either one of them, his true and lawful attorney-in-fact and 
agent, with  full  power of substitution, for him and in  his  name,  place 
and stead, in any and all capacities, to sign  any  and  all  amendments
(including post-effective amendments) to  this  Registration Statement, and 
to file the same with all exhibits thereto, and other documents in 
connection therewith, with the Securities and Exchange Commission, granting  
unto  said  attorney-in-fact  and  agent full power  and authority  to  do  
and  perform  each  and  every  act  and thing requisite and ratifying  and
confirming  all  that said attorney-in-fact and agent or his  substitute or  
substitutes  may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements  of  the  Securities  Act  of  1933, as  
amended,  this Registration  Statement  has been  signed by  the  following 
persons in the capacities and on the dates indicated.
Signature                          Title                          Date
       ---------                          -----                          ----
/s/ Jack E. Byrd, Jr.
-----------------------------  President, Chief Executive Officer  November 22, 1996
   Jack E. Byrd, Jr.                   and Director
(Principal Executive Officer)

/s/ Robert W. Hines                                 
-----------------------------        Vice President and            November 22, 1996
  Robert W. Hines, Jr.            Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)

/s/ Harry E. McInnis, Jr.
-----------------------------       Chairman of the Board          November 22, 1996
 Harry E. McInnis, Jr.

/s/ Don D. Moore
-----------------------------              Director                November 22, 1996
      Don D. Moore

/s/John W. Montgomery                                      
-----------------------------              Director                November 22, 1996
   John W. Montgomery

/s/ Joe E. Ratcliff
-----------------------------              Director                November 22, 1996
    Joe E. Ratcliff

/s/ Howard A. Spillers
-----------------------------              Director                November 22, 1996
   Howard A. Spillers

/s/ James D. Madden
-----------------------------              Director                November 22, 1996
    James D. Madden

/s/ S. Douglas Madden
-----------------------------              Director                November 22, 1996
   S. Douglas Madden

/s/ R. Thad Andress                                      
-----------------------------              Director                November 22, 1996
    R. Thad Andress

/s/ Don L. Brice
-----------------------------              Director                November 22, 1996
      Don L. Brice

/s/ Edward D. Brown
-----------------------------              Director                November 22, 1996
    Edward D. Brown

/s/ Dr. Gary G. Daniel
-----------------------------              Director                 November 22, 1996
   Dr. Gary G. Daniel

/s/ Hal K. Jackson
-----------------------------               Director               November 22, 1996
     Hal K. Jackson

/s/ Mike Woodward
-----------------------------               Director               November 22, 1996
R. E. "Mike" Woodard, III