MADISON ENTERPRISES CORP.
(the "Company")

MANAGEMENT DISCUSSION FOR
THE QUARTER ENDED OCTOBER 31, 1998.

During the quarter ended October 31, 1998, the Company announced results for 20 diamond drill holes (holes 90 to 108 and 110). Drilling tested three zones of known mineralization, the Western Roscoelite Zone, the Central Zone and the Black Zone, as well as a new zone, the C9 Zone. Results from this drill program and the Company=s updated geological model were incorporated by Watts, Griffis and McOuat into the resource estimate which was released subsequent to the end of the quarter on November 26, 1998. Ground work including geological mapping, trenching and soil geochemical sampling continued throughout the period.

CAPITAL STOCK

During the period, the Company granted incentive stock options entitling the purchase of up to 1,000,000 shares of the Company at a price of $1.90 per share at any time up to and including October 21, 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Company's mineral exploration activities have been funded through the sale of share capital and the Company expects that it will continue to be able to utilize this source of financing until it develops cash flow from its operations. There is no assurance that such financing can be obtained by the Company and the failure to obtain such financing will result in the curtailment of exploration activities until such financing is obtained. The Company may require additional financing during the upcoming fiscal year to maintain its previous pace of exploration. Other than as discussed herein, the Company is not aware of any trends, demands, commitments, event or uncertainties that may result in its liquidity either materially increasing or decreasing at present or in the foreseeable future. Material increases or decreases in the Company's liquidity will be substantially determined by the success or failure of the exploration work currently being carried out on its Mt. Kare property as well as by the success or failure of its exploration programs on its other mineral property.

In addition to its engagement of Roth Investor Relations, the Company handles investor relations activities internally by assigning various duties to officers, directors and employees. These duties consist primarily of responding to enquiries from the Company's shareholders and the public, distribution of news and information about the Company and other developments in the mining industry, preparation for and attendance at industry conferences, maintenance of web sites on the Internet, increasing the Company's shareholder base and assisting in raising any capital which the Company might require.

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