Corrections were made to this article on January 30, 2007.

Queen Latifah and Katie Holmes are in talks to star in “Mad Money,” a pic to be directed by “Thelma & Louise” scribe Callie Khouri.

Millennium is financing the film. Jay Cohen and Granada’s Robert Cohen are producing.

Glenn Gers script, based on British film “Hot Money,” concerns three female employees of the Federal Reserve who plot to steal money that is about to be destroyed. Khouri did a rewrite on the script; pic will shoot in Shreveport, La.

The third actress is not yet cast.

Holmes, who is making her return to acting after maternity leave, has dropped out of “The Dark Knight,” Warner Bros.’ Christopher Nolan-directed sequel to “Batman Begins.”

Christian Bale, Michael Caine and Gary Oldman are locked for returns, and Heath Ledger is set to play the Joker in the pic, which begins shooting this spring.

Latifah recently had a role in Columbia’s “Stranger Than Fiction” and stars as Motormouth Maybelle in New Line’s upcoming bigscreen version of “Hairspray.”