MADISON BANCSHARES GROUP LTD
8-K, 1999-08-20
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): AUGUST 17, 1999


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


       Pennsylvania                 846809                  23-2512079
       ------------                 ------                  ----------
(State or other jurisdiction    (Commission File  (IRS Employer Identification
      of incorporation)            Number)                         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
                                                   --------------






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ITEM 5 - OTHER EVENTS

     On August 17, 1999, the Board of Directors declared a stock dividend in the
amount of ten (10%) percent, payable in shares of the Registrant's common stock.
Such dividend is payable on or about September 16, 1999 to holders of the
Registrant's shares of common stock on September 1, 1999. No fractional shares
will be issued in connection with such dividend.

     The Registrant issued a press release regarding such dividend on August 18,
1999, which is attached hereto as an Exhibit and incorporated herein by
reference.

ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS

     Exhibit 99 - Press release of the Registrant, dated August 18, 1999.

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, thereunto duly authorized.


                                   MADISON BANCSHARES GROUP, LTD.

                                    (Registrant)


                                     By: /s/ E. Cheryl Hinkle
                                        ---------------------
                                         (Signature)
                                         E. Cheryl Hinkle
                                         Senior Vice President


Date:  August 18, 1999





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                                EXHIBIT INDEX


EXHIBIT NO.                DESCRIPTION
- -----------                -----------

  99                       Press Release dated August 18, 1999.







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                                                                Exhibit 99

NEWS                                              FOR IMMEDIATE RELEASE
RELEASE                                           CONTACT:
                                                  MADISON BANK
                                                  215) 641-1111


                            MADISON BANK OF BLUE BELL

                     ANNOUNCES PAYMENT OF 10% STOCK DIVIDEND


BLUE BELL, PA, August 18, 1999 --- Madison Bancshares Group, Ltd., the
Pennsylvania bank holding company of Madison Bank of Blue Bell, PA, has
announced the declaration of a 10% stock dividend, payable in shares of the
Corporation's common stock, to shareholders of record of the Corporation's
1,567,669 shares of common stock as of September 1, 1999. The dividend will be
payable on or about September 16, 1999. 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 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 in the Fox Chase section of Northeast Philadelphia. 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
transaction. For further information, please call (215) 641-1111.


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