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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 0-21554

(Exact name of registrant as specified in its charter)

103 East Main Street, Denmark, Wisconsin 54208-0130

(Address of principal executive offices)

(920) 863-2161

(Registrant's telephone number, including area code)

(Former name, address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of April 15, 2003, there were 108,448 shares of the registrant's Common Stock (no par value) issued and outstanding.

Quarterly Report On Form 10-Q

For The Quarter Ended March 31, 2003

Net income for the quarter ended March 31, 2003, was $1,272,968, or $11.75 per share, a decrease of $30,928 or 2%, compared to $1,303,896, or $11.96 per share, for the corresponding period in 2002. This decrease was the result of lower net interest income and higher noninterest expenses, which more than offset a decrease in the provision for loan losses and higher noninterest income.

This decrease was primarily attributable to the lower average net interest rate spread, which fell from 4.19% during the first quarter of 2002 to 4.02% during the quarter ended March 31, 2003. The Company's yield on earning assets was 6.54% during the first quarter of 2003 compared to 7.21% during the quarter ended March 31, 2002. The average cost of funds was 2.52% during the first quarter of 2003, a decrease of 50 basis points compared to the quarter ended March 31, 2002.

Noninterest expense increased by $97,461 or 5% during the three months ended March 31, 2003, over the corresponding period in 2002. Salaries and benefits expense increased $46,231 or 3% over the corresponding period in 2002. This increase is the result of higher salaries and wages, which increased by $32,206 or 3% primarily as a result of regular salary increases and higher group health insurance expenses, which increased by $16,406 or 7%. Other operating expenses increased by $62,936 or 23%. This increase was primarily the result of expenses associated with real estate properties acquired through foreclosure. During the first quarter, the Bank incurred $17,978 of expenses for utilities, insurance and real estate taxes on properties held as other real estate. The Bank also incurred a loss of $19,851 on the sale of one of the properties. As of March 31, 2003, the Bank has six properties held as other real estate with a carrying value of $889,173. The FDIC's deposit insuranc e assessment was $19,055 higher during the most recent quarter compared to the corresponding period in the prior year. This increase was primarily due to a higher FDIC risk classification for the Bank, which resulted from an examination in September 2001. Following a more recent regulatory examination during September 2002, the Bank expects its FDIC risk classification to return to prior lower levels, effective July 1, 2003. There is a time lag between the regulatory examination process and the effective dates of FDIC risk classifications that determine FDIC assessment rates.

Total assets increased by $12,040,078 between December 31, 2002, and March 31, 2003. Federal funds sold increased by $19.7 million during the first quarter. Total loans, including loans held for sale, decreased by $7.7 million during the first quarter of 2003. The Bank sold $16.6 million of fixed rate mortgages to the secondary mortgage market. Total deposits increased by $11.8 million during the first three months of 2003. The increases in total assets, federal funds sold and total deposits were all related to a $14 million increase in the short-term deposits of a commercial depositor.

The following table sets forth the Company's commitments to extend credit and standby letters of credit:

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company and its subsidiaries evaluate each customer's creditworthiness on a case-by-case basis. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support commercial business transactions. When a customer fails to perform according to the terms of the agreement, the bank honors drafts drawn by the third party in amounts up to the contract amount. A majority of the letters of credit expire within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties and residential properties. All letters of credit are fully collateralized.

The Company's primary market risk position has not materially changed from that disclosed in the Company's 2002 Form 10-K Annual Report.

The Company's management, under the supervision and with the participation of the Company's principal executive officer and principal financial officer, has evaluated the Company's disclosure controls and procedures within 90 days prior to the filing date of this report. Based on that evaluation, management believes that the Company's disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified by the Securities and Exchange Commission's rules and forms.

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of management's evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

On January 9, 2003, the Company sold $175,500 (250 shares each at $702.00) of no par common stock that was previously reacquired. The shares were sold directly to Associated Trust Company for the benefit of the Denmark State Bank Profit Sharing & Retirement Saving Plan. The sale of these securities was exempt from registration by Section 4(6) of the Securities Act of 1933, as amended. The proceeds were used for capital expenditures associated with the construction of the new office building in Denmark.

1. Exhibits:

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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.

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I, Dennis J. Heim, Vice President and Treasurer of Denmark Bancshares, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Denmark Bancshares, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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I, Darrell R. Lemmens, Chairman of the Board and President of Denmark Bancshares, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Denmark Bancshares, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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Pursuant to subsection (b) of section 1350, I hereby certify, to the best of my knowledge, that:

Darrell R. Lemmens

Principal Executive Officer

A signed original of this written statement required by Section 906 has been provided to Denmark Bancshares, Inc. and will be retained by Denmark Bancshares, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Pursuant to subsection (b) of section 1350, I hereby certify, to the best of my knowledge, that:

Dennis J. Heim

Principal Financial Officer

A signed original of this written statement required by Section 906 has been provided to Denmark Bancshares, Inc. and will be retained by Denmark Bancshares, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.