MADISON BANCSHARES GROUP LTD
8-K, 1998-05-28
STATE COMMERCIAL BANKS
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                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                       FORM 8-K


                                    CURRENT REPORT


                  Pursuant to Section 13 or 15(d) of THE SECURITIES
                                 EXCHANGE ACT OF 1934


     Date of Report (Date of earliest event reported)    May 19, 1998        



                            MADISON BANCSHARES GROUP, LTD.                  
                  (Exact name of registrant as specified in charter)



   Pennsylvania                   0-17539                  23-2512079   
(State or other jurisdiction  (Commission File Number)  (IRS Employer
 of Incorporation)                                     Identification Number)
               


   1767 Sentry Parkway West, Blue Bell, PA                19422   
     (Address of principle executive offices)          (Zip Code)



      Registrant's telephone number, including area code    215-641-1111   





                        This document consists of 4 pages
                         Exhibit Index appears at Page 3


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Item 5.   Other Events

          On May 19, 1998, the Board of Directors declared a stock dividend
          in the amount of twenty (20%) percent, payable in shares of the
          Registrant's common stock.  Such dividend is payable on or about
          June 17, 1998 to holders of the Registrant's shares of Common
          Stock on June 3, 1998.  No fractional shares will be issued in
          connection with such dividend.

          The Registrant issued a press release regarding such dividend on
          May 20, 1998, a copy of which is attached hereto and incorporated
          herein by reference.

Item 7.   Financial Statements and Exhibits

          Exhibit 99 - Press Release of the Registrant, dated May 20, 1998.

Signatures

          Pursuant to the requirements of the Securities Exchange Act of
          1934, the Registrant has duly caused this report to be signed on
          its behalf by the undersigned hereunto duly authorized.



                              MADISON BANCSHARES GROUP, LTD.



Date: May 21, 1998                  By: /s/ E. Cheryl Hinkle             
                                        ---------------------------
                                        Name: E. Cheryl Hinkle              
                                        Title:   Vice President


                                        2
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                                  EXHIBIT INDEX

Exhibit No.

     99        Press Release dated May 20, 1998



                                        3

<PAGE>


                                                                     
                                                                    Exhibit 99

NEWS                                                     For Immediate Release
RELEASE                                                  Contact:  Vito DeLisi
                                                                  Madison Bank
                                                                 (215)641-1111


                         MADISON BANCSHARES OF BLUE BELL

                     ANNOUNCES PAYMENT OF 20% STOCK DIVIDEND

     BLUE BELL, PA, May 20, 1995 --  Madison Bancshares Group, Ltd., the
     Pennsylvania bank holding company of Madison Bank of Blue Bell, PA,
     has announced the declaration of a 20% stock dividend, payable in
     shares of the Corporation's common stock, to shareholders of record of
     the corporation's 1,295,748 shares of common stock as of June 3, 1998. 
     The dividend will be payable on or about June 17, 1998.  No fractional
     shares will be issued in conjunction with this dividend.

     According to Madison Bank CEO, Vito A. DeLisi, "This stock dividend
     payment represents the continued success of Madison Bank's community
     banking approach in the suburban Philadelphia financial market."

     Madison is currently servicing over 1,500 loan accounts and over 8,000
     deposit accounts.  Madison will be opening its sixth branch at Rhawn
     and Verree Roads in the Fox Chase Section of Northeast Philadelphia at
     the end of May. 

     Madison Bank, headquartered in Blue Bell, PA, operates branch offices
     in the Madison Bank Building, Blue Bell, PA, Plymouth Square Shopping
     Center, Conshohocken, PA, Village of Centre Square, Blue Bell, PA,
     Lancaster Avenue in Strafford, PA, and on Main Street in Lansdale, PA. 
     Madison services commercial and personal accounts, offering services
     including; early morning, late evening and weekend banking hours;
     commercial, personal and mortgage loans; and money market and checking
     accounts with free MAC transactions.


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