MADONNA SAYS NO: Madonna is no longer going to star in “Angie, I Says,” the project former Fox studio chief Joe Roth just set up at Disney as his first go picture. An offer is out to Madonna’s “A League of Their Own” co-star Geena Davis as her replacement. If Davis passes, Marisa Tomei may be approached, sources indicate.

The company line on Madonna’s sudden, unexpected departure from the Jonathan Kaplan-directed project, to which she has long been attached, is that the rock superstar has a scheduling conflict with Abel Ferrara’s movie “Snake Eyes,” which is slated to go in early February with PentAmerica financing and MGM likely distributing. While that film is to wrap in March, Roth, his cohort Roger Birnbaum and their producing partner Larry Brezner are also targeting “Angie” for a late February/early March start.

“We would have had to wait until May or June and none of us wanted to,” Roth said yesterday, noting, “It was a surprise to all of us that their movie was going to be released in October,” which means it would have beaten “Angie” to the theaters. “We want to shoot this back east in the winter and have it come out in the winter, in October/November, so (“Snake Eyes”) literally took the place of when our movie was going to start and be released,” said Roth.

Roth, who’s anxious to get the movie going after acquiring it from Fox, denied speculation that he had some trepidations about Madonna — who isn’t yet a proven movie star–not having enough time to prepare for the more demanding role of Tina in “Angie.” The character was a great departure from that in “Snake Eyes” and her other upcoming MGM movie “Body of Evidence.”

“Angie’s” screenwriter, Todd Graff, is said to be unhappy that the actress for whom he wrote the part has flown the coup. He reportedly felt the Tina character “was correspondent to the person of Madonna” when he adapted Avra Wing’s novel.

MEANWHILE: Another Brezner project, “Ryan’s Rules,” based on Elmore Leonard’s novel “Swag,” is supposedly coming together but is still in need of a domestic distributor, since the new Fox administration has passed. Brezner had originally talked with Roth about the project when the latter was the movie chief at Fox more than seven months ago.

The suspense caper would mark the directorial debut of actor Brian Dennehy, based on his own screen adaptation. Gene Hackman and Joe Mantegna were mentioned to possibly star as two low-rent thieves in Detroit who live by a particular set of rules.

Brezner, who broke bread with Dennehy in Santa Fe over the Thanksgiving holiday to continue conversations about the project, supposedly has independent financing commitments from several different sources (including video, network TV, foreign) but they all hinge on a domestic distrib jumping aboard.

PRESERVING “FAMILY VALUES”: Veteran actor Richard Romanus and actress/stage director Lisa James have sold a spec script to Hollywood Pix titled “Family Values” for Goldie Hawn to star and produce with her partner Anthea Sylbert, who just happens to be married to Romanus. (It’s all in the family, you know.)

The deal, brokered by APA’s Lee Kappelman, is said to be $ 185,000 against $ 550,000, though neither the agent nor Hollywood Pix officials would share those kind of family secrets regarding the first-time screenwriters. Sources close to the Hollywood family, however, say the studio’s first choice for a director is Garry Marshall and, for a leading man to play opposite Goldie: Damon Wayans.

Billed as a topical family comedy, “Family Values” is about what happens when a Jewish American Princess discovers in her late father’s will that her brother is a black homeboy and the two are left to run his clothing business together.

Kappelman believes this kind of movie is “symbolic of the new Clinton era,” which she forecasts will see more films “about healing and that examine races coming together and overcoming in an entertaining way prejudice and any kind of alienation.” We can only hope.

NED AND NANCY NOW GUARDING TESS: Producer Scott Rudin is no longer attached to Hugh Wilson’s “Guarding Tess,” which has relocated from Paramount to TriStar. Ned and Nancy Graham Tanen, whose indie company is based at Sony, will now parent the project.

Paramount’s recently installed movie chief Sherry Lansing wasn’t crazy about the script, which writer-director Wilson and Peter Torkvei (“Caddyshack” series) co-wrote and originally developed with Rudin under former studio boss Brandon Tartikoff.

Rudin, who was brought into the project by Wilson’s William Morris agent John Burnham, was instrumental in getting Shirley MacLaine and Nicolas Cage cast as the leads. Since there were pay-or-play deals already in place with the actors, Lansing told Wilson he could have a short window in which to try to set the project up elsewhere or she’d agree to make the movie for a reduced budget (lower teens).

The project conflicted with Rudin’s other go movies (including Paramount’s “Addams Family” sequel that begins in February) so he bowed out about a month ago. “Tess” is a strong character-driven piece about an obsessive guy whose assignment is to guard a powerful ex-First Lady in Maryland.

BAY TO “BAD BOYS”: Producers Don Simpson and Jerry Bruckheimer have hired a director for their first Disney movie, “The Bad Boys,” going with feature rookie Michael Bay. Bay, a 28-year-old noted commercial director, helmed a musicvideo for the former Paramount producers’ movie “Days of Thunder,” performed by Chicago. “Bad Boys,” a dramedy (described as “‘The French Connection’ that makes you laugh”) to star Dana Carvey and Jon Lovitz, rolls Feb. 16 in Miami.