<SEC-DOCUMENT>0001504304-14-000016.txt : 20140421
<SEC-HEADER>0001504304-14-000016.hdr.sgml : 20140421
<ACCEPTANCE-DATETIME>20140421155834
ACCESSION NUMBER:		0001504304-14-000016
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20140421
DATE AS OF CHANGE:		20140421
GROUP MEMBERS:		ANDREW DAKOS
GROUP MEMBERS:		BULLDOG INVESTORS, LLC
GROUP MEMBERS:		PHILLIP GOLDSTEIN
GROUP MEMBERS:		STEVEN SAMUELS

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Madison Strategic Sector Premium Fund
		CENTRAL INDEX KEY:			0001317080
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-84408
		FILM NUMBER:		14773916

	BUSINESS ADDRESS:	
		STREET 1:		550 SCIENCE DRIVE
		CITY:			MADISON
		STATE:			WI
		ZIP:			53711
		BUSINESS PHONE:		800-767-0300

	MAIL ADDRESS:	
		STREET 1:		550 SCIENCE DRIVE
		CITY:			MADISON
		STATE:			WI
		ZIP:			53711

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Bulldog Investors, LLC
		CENTRAL INDEX KEY:			0001504304
		IRS NUMBER:				270926182
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		PARK 80 WEST - PLAZA TWO
		STREET 2:		250 PEHLE AVE. SUITE 708
		CITY:			SADDLE BROOK
		STATE:			NJ
		ZIP:			07663
		BUSINESS PHONE:		201 556-0092

	MAIL ADDRESS:	
		STREET 1:		PARK 80 WEST - PLAZA TWO
		STREET 2:		250 PEHLE AVE. SUITE 708
		CITY:			SADDLE BROOK
		STATE:			NJ
		ZIP:			07663

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Brooklyn Capital Management LLC
		DATE OF NAME CHANGE:	20101026
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>third.txt
<TEXT>
SCHEDULE 13D


DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
4/8/14


1. NAME OF REPORTING PERSON
Bulldog Investors, LLC


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________


7. SOLE VOTING POWER
194,785

8. SHARED VOTING POWER
157,287

9. SOLE DISPOSITIVE POWER
194,785
_______________________________________________________

10. SHARED DISPOSITIVE POWER

157,287

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
352,072 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.07%

14. TYPE OF REPORTING PERSON

IA

___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[x]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
194,785

8. SHARED VOTING POWER
157,287

9. SOLE DISPOSITIVE POWER
194,785
_______________________________________________________

10. SHARED DISPOSITIVE POWER

157,287

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
352,072 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.07%

14. TYPE OF REPORTING PERSON

IN

___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
194,785

8. SHARED VOTING POWER
157,287

9. SOLE DISPOSITIVE POWER
194,785
_______________________________________________________

10. SHARED DISPOSITIVE POWER

157,287

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
352,072 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.07%

14. TYPE OF REPORTING PERSON

IN

___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
194,785

8. SHARED VOTING POWER
157,287

9. SOLE DISPOSITIVE POWER
194,785
_______________________________________________________

10. SHARED DISPOSITIVE POWER

157,287

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
352,072 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.07%


14. TYPE OF REPORTING PERSON

IN
_______________________________________________________

Item 1. SECURITY AND ISSUER

This Schedule 13D relates to the shares of Common Stock
of Madison Strategic Sector Premium Fund ("MSP" or the "Issuer").

The principal executive offices of MSP are located at

550 Science Drive
Madison WI 53711


Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware
Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels.

(b)  The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.

(c)  Bulldog Investors,LLC is a registered investment adviser.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors,LLC.

(d) n/a

(e) n/a

(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.


ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLC.


ITEM 4. PURPOSE OF TRANSACTION
The filing persons believe the shares are undervalued and may communicate with
management about measures to enhance shareholder value.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on February 28,2014, there were 5,798,291 shares of
common stock outstanding as of December 31, 2013.  The percentages set forth
herein were derived using such number.  Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of April 21, 2014, Bulldog Investors, LLC is deemed to be the beneficial
owner of 352,072 shares of MSP (representing 6.07% of MSP's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of, and dispose of, these shares. These 352,072 shares of MSP include 194,785
shares (representing 3.36% of MSP's outstanding shares) that are beneficially
owned by: (a) Mr. Goldstein and (2) the following entities over which Messrs.
Goldstein, Dakos and Mr. Samuels exercise control: Opportunity Partners LP,
Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value
Offshore Fund, Ltd., Full Value Partners, LP, Opportunity Income Plus, LP, and
MCM Opportunity Partners, LP (collectively,"Bulldog Investors Group of Funds")).
Bulldog Investors Group of Funds and Mr. Goldstein may be deemed to constitute
a group. All other shares included in the aforementioned 352,072 shares of MSP
beneficially owned by Bulldog Investors, LLC (solely by virtue of its power to
sell or direct the vote of these shares) are also beneficially owned by clients
of Bulldog Investors, LLC who are not members of any group. The total number of
these "non-group" shares is 157,287 shares (representing 2.71% of MSP's
outstanding shares).

(b) Bulldog Investors, LLC has sole power to dispose of and vote 194,785 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 157,287 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of MSP's shares) share this power with Bulldog Investors, LLC.  Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.


c) During the past 60 days the following shares of MSP were purchased:

Date:		        Shares:		Price:
02/21/14		8,097		12.2482
02/24/14		12,626		12.2973
02/25/14		4,400		12.2900
02/27/14		2,600		12.2969
02/28/14		5,202		12.3738
03/03/14		2,052		12.3000
03/06/14		8,180		12.4330
03/10/14		5,600		12.3498
03/11/14		66,887		12.3199
03/12/14		13,383		12.3167
03/13/14		12,032		12.3354
03/14/14		1,000		12.3500
03/18/14		18,749		12.1799
03/19/14		327		12.2200
03/20/14		10,100		12.2009
03/21/14		2,000		12.2225
04/03/14		5,034		12.2111
04/04/14		12,300		12.1972
04/07/14		16,172		12.1924
04/08/14		21,348		12.1843
04/09/14		23,536		12.2744
04/10/14		15,400		12.2919
04/16/14		1,000		12.2900
04/17/14		7,062		12.3467


d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.

e) N/A

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See exhibit 1


After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 4/21/2014

By: /S/ Phillip Goldstein
Name:   Phillip Goldstein

By: /S/ Andrew Dakos
Name:   Andrew Dakos


By: /S/ Steven Samuels
Name:   Steven Samuels

Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member

Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.

Exhibit 1:

Agreement to Make Joint Filing

	Agreement made as of the 21 day of April, 2014, by and among
Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels.

WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;

WHEREAS, in connection with certain holdings of Madison Strategic Sector
Premium Fund(MSP), each of the parties to this Agreement is required to file
a statement containing the information required by Schedule 13D with respect
to the same holdings of MSP;

NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.


By:/s/ Phillip Goldstein	By:/s/ Andrew Dakos
	Phillip Goldstein	Andrew Dakos


	                   BULLDOG INVESTORS, LLC

By: /s/ Steven Samuels	   By: /s/ Andrew Dakos
	Steven Samuels	   Andrew Dakos, Member


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>