Securities Exchange Act of 1934
Rule 12h-3

May 27, 2014

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if Madison Bancorp stops filing periodic and current reports under the Exchange Act, including its annual report on Form 10-K for the fiscal year ended March 31, 2014. In reaching this position, we note that Madison Bancorp has filed a post-effective amendment removing from registration unsold securities under its effective registration statement on Form S-8, and such post-effective amendment is effective. We assume that, consistent with the representations made in your letter, Madison Bancorp will file a certification on Form 15 making an appropriate claim under Exchange Act Rule 12h-3 on or before the due date of its Form 10-K for the fiscal year ended March 31, 2014.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2014/madison-bancorp-052714-12h3.htm