UNITED STATES

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) April 22, 2004

MADISON BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Florida

000-32867

59-3720289

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2122 Palm Harbor Boulevard

Palm Harbor, Florida

34683

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (727) 786-3888

Item. 12. Results of Operations and Financial Condition

On April 22, 2004, Madison BancShares, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2004. A copy of the press release is furnished as Exhibit 99.1 to this report.

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.


	(Registrant) Madison Bancshares, Inc.

Date: April 22, 2004	By:	/s/ Martin W. Gladysz
		Chief Financial Officer (727) 786-3888

EXHIBIT INDEX


Exhibit No.		Subject Matter
99.1		Madison BancShares, Inc. Press Release

MADISON BANCSHARES INC 8-K