As filed with the Securities and Exchange Commission on
                        October 24, 2001

                                             Registration No. 33-

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                   FORM S-8 REGISTRATION STATEMENT
                                Under
                      The Securities Act of 1933

                    HEARTLAND FINANCIAL USA, INC.
        (Exact name of Registrant as specified in its charter)

                            Delaware
 (State or other jurisdiction of incorporation or organization)

                           42-1405748
               I.R.S. Employer Identification No.

                       1398 Central Avenue
                       Dubuque, Iowa 52004
            (Address of principal executive offices)

           HEARTLAND FINANCIAL USA, INC. 2001 DIRECTOR
                 SHORT TERM STOCK INCENTIVE PLAN
                    (Full title of the plan)

                         John K. Schmidt
                    Executive Vice President
                  Heartland Financial USA, Inc.
                       1398 Central Avenue
                      Dubuque, Iowa  52004
             (Name and address of agent for service)

                         (563) 589-2100
  (Telephone number, including area code, of agent for service)

                         With copies to:
                     John E. Freechack, Esq.
                    Robert M. Fleetwood, Esq.
        Barack Ferrazzano Kirschbaum Perlman & Nagelberg
               333 West Wacker Drive, Suite 2700
                    Chicago, Illinois  60606
                         (312) 984-3100

                CALCULATION OF REGISTRATION FEE

                            Proposed     Proposed   Amount of
Title of                    Maximum      Maximum    Registration
Securities     Amount       Offering     Aggregate  Fee (3)
to be          to be        Price per    Offering
Registered     Registered   Share (3)    Price(2)(3)
              (1)(2)

Common Stock,
$1.00          150,000
Par Value      shares       $13.15       $1,972,500 $493.13

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement
     also covers an indeterminate amount of interests to be
     offered or sold pursuant to the Heartland Financial USA,
     Inc. 2001 Director Short Term Stock Incentive Plan.

(2)  Pursuant to Rule 416(a) under the Securities Act, this
     Registration Statement also registers such indeterminate
     number of additional shares as may be issuable under the
     Plan in connection with share splits, share dividends or
     similar transactions.

(3)  Estimated pursuant to Rule 457(h) under the Securities Act,
     solely for the purpose of calculating the registration fee,
     based on the average of the High and low prices for the
     Registrant's common stock as reported on October 22, 2001.
<PAGE>

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the
Heartland Financial USA, Inc. 2001 Director Short Term Stock
Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act").

     Such document(s) are not being filed with the Commission,
but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
<PAGE>

                             PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Certain Documents by Reference.

     The following documents previously or concurrently filed by
Heartland Financial USA, Inc. (the "Company") with the Commission
are hereby incorporated by reference into this Registration
Statement:

          (a)  The Company's Annual Report on Form 10-K
          for the year ended December 31, 2000;

          (b)  All other reports filed pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of
          1934, as amended (the "Exchange Act"),since the
          end of the last fiscal year; and

          (c)  The description of the Company's Common
          Stock set forth on pages 108-112 of Amendment
          No. 1 to the Company's Registration Statement on
          Form S-4, filed with the Commission on May 4,
          1994, is hereby incorporated by reference,
          together with all amendments or reports filed
          for the purpose of updating such description.

     All documents subsequently filed by the Company or the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference into
this Registration Statement and to be a part thereof from the
date of the filing of such documents.  Any statement contained in
the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the
extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to
be, incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement
and the Prospectus.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     In accordance with the Delaware General Corporation Law,
Articles IX and X of the Company's Certificate of Incorporation
provides as follows:

     ARTICLE IX:  Each person who is or was a director or officer
     of the corporation and each person who serves or served at
     the request of the corporation as a director, officer or
     partner of another enterprise, shall be indemnified by the
     corporation in accordance with, and to the fullest extent
     authorized by, the General Corporation Law of the State of
     Delaware, as the same now exists or may be hereafter
     amended.  No amendment to or repeal of this Article IX shall
     apply to or have any effect on the rights of any individual
     referred to in this Article IX for or with respect to acts
     or omissions of such individual occurring prior to such
     amendment or repeal.

     ARTICLE X:  To the fullest extent permitted by the General
     Corporation Law of Delaware, as the same now exists or may
     be hereafter amended, a director of the corporation shall
     not be liable to the corporation or its stockholders for
     monetary damages for breach of fiduciary duty as a director.
     No amendment to or repeal of this Article X shall apply to
     or have any effect on the liability or alleged liability of
     any director of the corporation for or with respect to any
     acts or omissions of such director occurring prior to the
     effective date of such amendment or repeal.

     Article VIII of the Company's Bylaws further provides as
follows:

     Section 8.1  DIRECTORS AND OFFICERS.  (a) The corporation
shall indemnify any person who was or is a party or is threatened
to be made party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a
director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.  The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.

     (b)  The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent
that the Court of Chancery of the State of Delaware or the court
in which action or suit was brought shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Court of Chancery of the State of Delaware or such other court
shall deem proper.

     (c)  To the extent that any person referred to in paragraphs
(a) and (b) of this Section 8.1 has been successful on the merits
or otherwise in defense of any action, suit or proceeding
referred to therein or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.

     (d)  Any indemnification under paragraphs (a) and (b) of
this Section 8.1 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is
proper in the circumstances because he or she has met the
applicable standard of conduct set forth in paragraphs (a) and
(b) of this Section 8.1. Such determination shall be made (i) by
the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding or (ii) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders.

     (e)  Expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by
the corporation as provided in this Section 8.1.  Such expenses
(including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.

     (f)  The indemnification and advancement of expenses
provided by or granted pursuant to this Section 8.1 shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such
office.

     (g)  The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against him or her and incurred by him or her in any
such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify
him or her against such liability under the provisions of this
Section 8.1.

     (h)  For purposes of this Section 8.1, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner he or she reasonably believed to be
in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the corporation" as
referred to in this Section 8.1.

     (i)  The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 8.1 shall,
unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

     (j)  Unless otherwise determined by the board of directors,
references in this section to "the corporation" shall not include
in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation as
he or she would have with respect to such constituent corporation
if its separate existence had continued.

     Section 8.2  EMPLOYEES AND AGENTS.  The board of directors
may, by resolution, extend the indemnification provisions of the
foregoing Section 8.1 to any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he or she is or was an employee or agent of the corporation, or
is or was serving at the request of the corporation as an
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

The Company also carries Directors' and Officers' liability
insurance in the amount of $5.0 million.


Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

     See the Exhibit Index following the signature page inhis
Registration Statement, which Exhibit Index is incorporated
herein by reference.

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or
      sales are being made, a post-effective amendment to the
      Registration Statement to include: (i) any prospectus
      required by Section 10(a)(3) of the Securities Act; (ii)
      to reflect in the prospectus any facts or events arising
      after the effective date of the Registration Statement
      which, individually or in the aggregate, represent a
      fundamental change in the information set forth in the
      Registration Statement; and (iii) any material information
      with respect to the plan of distribution not previously
      disclosed in the Registration Statement or any material
      change to such information in the Registration Statement,
      provided however, that provisions (i) and (ii) of this
      undertaking are inapplicable if the information to be
      filed thereunder is contained in periodic reports filed by
      the Company pursuant to Sections 13 or 15(d) of the
      Exchange Act and incorporated by reference into the
      Registration Statement.

         (2)  That, for the purpose of determining any liability
      under the Securities Act, each such post-effective
      amendment shall be deemed to be a new registration
      statement relating to the securities offered therein, and
      the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-
      effective amendment any of the securities being registered
      which remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provision, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>

                           SIGNATURES

     In accordance with the requirements of the Securities Act of
1933, the Registrants certify that they have reasonable grounds
to believe that they meet all of the requirements of filing on
Form S-8 and have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunder duly
authorized, in the City of Dubuque, State of Iowa, on October 24,
2001.

                              HEARTLAND FINANCIAL USA, INC.


                              By:  /s/ Lynn B. Fuller
                                   ----------------------------
                                   Lynn B. Fuller
                                   Principal Executive Officer


                              By:  /s/ John K. Schmidt
                                   ----------------------------
                                   John K. Schmidt
                                   Executive Vice President
                                   and Principal Accounting
                                   and Operating Officer

                              HEARTLAND FINANCIAL USA, INC. 2001
                              DIRECTOR SHORT TERM STOCK INCENTIVE
                              PLAN

                              By:  HEARTLAND FINANCIAL USA, INC.

                                   By: /s/ Lynn B. Fuller
                                       ------------------------
                                       Lynn B. Fuller
<PAGE>

                        POWER OF ATTORNEY

     Know all men by these presents, that each person whose
signature appears below constitutes and appoints Lynn B. Fuller
and John K. Schmidt, and each of them, his or her true and lawful
attorney-in-fact and agent, each with full power of substitution
and re-substitution, for him or her and in his or her name, place
and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any of
them, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

     In accordance with the requirements of the Securities Act of
1933, this Registration Statement was signed by the following
persons in the capacities indicated on October 24, 2001.

     Signature                       Title

/s/ Lynn B. Fuller            President, Chief Executive Officer,
Lynn B. Fuller                Chairman and Directors


/s/ John K. Schmidt
John K. Schmidt               Executive Vice President, Chief
                              Financial Officer and Director

/s/ James F. Conlan           Director
James F. Conlan


/s/ Mark C. Falb              Director
Mark C. Falb

/s/ Gregory R. Miller         Director
Gregory R. Miller

/s/ Robert Woodward           Director
Robert Woodward
<PAGE>

                 HEARTLAND FINANCIAL USA, INC.

                         EXHIBIT INDEX
                               TO
                FORM S-8 REGISTRATION STATEMENT


                                   Incorporated
                                    Herein by
Filed
Exhibit No.    Description         Reference to        Herewith

 4.1       Certificate of       Exhibit 3.1 to the
           Incorporation of     Company's Form S-4
           Heartland Financial  for the fiscal year
           USA, Inc.            ended December 31, 1993

 4.2       Bylaws of Heartland  Exhibit 3.1 to the
           Financial USA, Inc.  Company's Form S-4
                                for the fiscal year
                                ended December 31, 1993

 5.1       Opinion of Barack                                X
           Ferrazzano Kirschbaum
           Perlman & Nagelberg

10.1       Heartland Financial                              X
           USA, Inc. 2001 Director
           Short Term Stock
           Incentive Plan

23.1       Consent of KPMG LLP                              X

23.2       Consent of Barack                        Included in
           Ferrazzano Kirschbaum                    Exhibit 5.1
           Perlman & Nagelberg

24.1       Power of Attorney                        Included on
                                                    the
                                                    Signature
                                                    Page to this
                                                    Registration
                                                    Statement
[{"type": "S-8", "sequence": "1", "filename": "ls81001.txt", "description": "S-8 2001 DIRECTOR SHORT TERM STOCK INCENTIVE PLAN", "secsgml_size_bytes": 25105}]
{"company-data": {"conformed-name": "HEARTLAND FINANCIAL USA INC", "cik": "0000920112", "assigned-sic": "6035", "irs-number": "421405748", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72174", "film-number": "1765292"}, "business-address": {"street1": "1398 CENTRAL AVE", "city": "DUBUQUE", "state": "IA", "zip": "52001", "phone": "3195892000"}, "mail-address": {"street1": "1398 CENTRAL AVE", "city": "DUBUQUE", "state": "IA", "zip": "52001"}}
As filed with the Securities and Exchange Commission on
                        October 24, 2001

                                             Registration No. 33-

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                   FORM S-8 REGISTRATION STATEMENT
                                Under
                      The Securities Act of 1933

                    HEARTLAND FINANCIAL USA, INC.
        (Exact name of Registrant as specified in its charter)

                            Delaware
 (State or other jurisdiction of incorporation or organization)

                           42-1405748
               I.R.S. Employer Identification No.

                       1398 Central Avenue
                       Dubuque, Iowa 52004
            (Address of principal executive offices)

           HEARTLAND FINANCIAL USA, INC. 2001 DIRECTOR
                 SHORT TERM STOCK INCENTIVE PLAN
                    (Full title of the plan)

                         John K. Schmidt
                    Executive Vice President
                  Heartland Financial USA, Inc.
                       1398 Central Avenue
                      Dubuque, Iowa  52004
             (Name and address of agent for service)

                         (563) 589-2100
  (Telephone number, including area code, of agent for service)

                         With copies to:
                     John E. Freechack, Esq.
                    Robert M. Fleetwood, Esq.
        Barack Ferrazzano Kirschbaum Perlman & Nagelberg
               333 West Wacker Drive, Suite 2700
                    Chicago, Illinois  60606
                         (312) 984-3100

                CALCULATION OF REGISTRATION FEE

                            Proposed     Proposed   Amount of
Title of                    Maximum      Maximum    Registration
Securities     Amount       Offering     Aggregate  Fee (3)
to be          to be        Price per    Offering
Registered     Registered   Share (3)    Price(2)(3)
              (1)(2)

Common Stock,
$1.00          150,000
Par Value      shares       $13.15       $1,972,500 $493.13

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement
     also covers an indeterminate amount of interests to be
     offered or sold pursuant to the Heartland Financial USA,
     Inc. 2001 Director Short Term Stock Incentive Plan.

(2)  Pursuant to Rule 416(a) under the Securities Act, this
     Registration Statement also registers such indeterminate
     number of additional shares as may be issuable under the
     Plan in connection with share splits, share dividends or
     similar transactions.

(3)  Estimated pursuant to Rule 457(h) under the Securities Act,
     solely for the purpose of calculating the registration fee,
     based on the average of the High and low prices for the
     Registrant's common stock as reported on October 22, 2001.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the
Heartland Financial USA, Inc. 2001 Director Short Term Stock
Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act").

     Such document(s) are not being filed with the Commission,
but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Certain Documents by Reference.

     The following documents previously or concurrently filed by
Heartland Financial USA, Inc. (the "Company") with the Commission
are hereby incorporated by reference into this Registration
Statement:

          (a)  The Company's Annual Report on Form 10-K
          for the year ended December 31, 2000;

          (b)  All other reports filed pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of
          1934, as amended (the "Exchange Act"),since the
          end of the last fiscal year; and

          (c)  The description of the Company's Common
          Stock set forth on pages 108-112 of Amendment
          No. 1 to the Company's Registration Statement on
          Form S-4, filed with the Commission on May 4,
          1994, is hereby incorporated by reference,
          together with all amendments or reports filed
          for the purpose of updating such description.

     All documents subsequently filed by the Company or the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference into
this Registration Statement and to be a part thereof from the
date of the filing of such documents.  Any statement contained in
the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the
extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to
be, incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement
and the Prospectus.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     In accordance with the Delaware General Corporation Law,
Articles IX and X of the Company's Certificate of Incorporation
provides as follows:

     ARTICLE IX:  Each person who is or was a director or officer
     of the corporation and each person who serves or served at
     the request of the corporation as a director, officer or
     partner of another enterprise, shall be indemnified by the
     corporation in accordance with, and to the fullest extent
     authorized by, the General Corporation Law of the State of
     Delaware, as the same now exists or may be hereafter
     amended.  No amendment to or repeal of this Article IX shall
     apply to or have any effect on the rights of any individual
     referred to in this Article IX for or with respect to acts
     or omissions of such individual occurring prior to such
     amendment or repeal.

     ARTICLE X:  To the fullest extent permitted by the General
     Corporation Law of Delaware, as the same now exists or may
     be hereafter amended, a director of the corporation shall
     not be liable to the corporation or its stockholders for
     monetary damages for breach of fiduciary duty as a director.
     No amendment to or repeal of this Article X shall apply to
     or have any effect on the liability or alleged liability of
     any director of the corporation for or with respect to any
     acts or omissions of such director occurring prior to the
     effective date of such amendment or repeal.

     Article VIII of the Company's Bylaws further provides as
follows:

     Section 8.1  DIRECTORS AND OFFICERS.  (a) The corporation
shall indemnify any person who was or is a party or is threatened
to be made party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a
director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.  The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.

     (b)  The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent
that the Court of Chancery of the State of Delaware or the court
in which action or suit was brought shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Court of Chancery of the State of Delaware or such other court
shall deem proper.

     (c)  To the extent that any person referred to in paragraphs
(a) and (b) of this Section 8.1 has been successful on the merits
or otherwise in defense of any action, suit or proceeding
referred to therein or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.

     (d)  Any indemnification under paragraphs (a) and (b) of
this Section 8.1 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is
proper in the circumstances because he or she has met the
applicable standard of conduct set forth in paragraphs (a) and
(b) of this Section 8.1. Such determination shall be made (i) by
the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding or (ii) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders.

     (e)  Expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by
the corporation as provided in this Section 8.1.  Such expenses
(including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.

     (f)  The indemnification and advancement of expenses
provided by or granted pursuant to this Section 8.1 shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such
office.

     (g)  The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against him or her and incurred by him or her in any
such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify
him or her against such liability under the provisions of this
Section 8.1.

     (h)  For purposes of this Section 8.1, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner he or she reasonably believed to be
in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the corporation" as
referred to in this Section 8.1.

     (i)  The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 8.1 shall,
unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

     (j)  Unless otherwise determined by the board of directors,
references in this section to "the corporation" shall not include
in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation as
he or she would have with respect to such constituent corporation
if its separate existence had continued.

     Section 8.2  EMPLOYEES AND AGENTS.  The board of directors
may, by resolution, extend the indemnification provisions of the
foregoing Section 8.1 to any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he or she is or was an employee or agent of the corporation, or
is or was serving at the request of the corporation as an
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

The Company also carries Directors' and Officers' liability
insurance in the amount of $5.0 million.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

     See the Exhibit Index following the signature page inhis
Registration Statement, which Exhibit Index is incorporated
herein by reference.

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or
      sales are being made, a post-effective amendment to the
      Registration Statement to include: (i) any prospectus
      required by Section 10(a)(3) of the Securities Act; (ii)
      to reflect in the prospectus any facts or events arising
      after the effective date of the Registration Statement
      which, individually or in the aggregate, represent a
      fundamental change in the information set forth in the
      Registration Statement; and (iii) any material information
      with respect to the plan of distribution not previously
      disclosed in the Registration Statement or any material
      change to such information in the Registration Statement,
      provided however, that provisions (i) and (ii) of this
      undertaking are inapplicable if the information to be
      filed thereunder is contained in periodic reports filed by
      the Company pursuant to Sections 13 or 15(d) of the
      Exchange Act and incorporated by reference into the
      Registration Statement.

         (2)  That, for the purpose of determining any liability
      under the Securities Act, each such post-effective
      amendment shall be deemed to be a new registration
      statement relating to the securities offered therein, and
      the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-
      effective amendment any of the securities being registered
      which remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provision, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     In accordance with the requirements of the Securities Act of
1933, the Registrants certify that they have reasonable grounds
to believe that they meet all of the requirements of filing on
Form S-8 and have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunder duly
authorized, in the City of Dubuque, State of Iowa, on October 24,
2001.

                              HEARTLAND FINANCIAL USA, INC.

                              By:  /s/ Lynn B. Fuller
                                   ----------------------------
                                   Lynn B. Fuller
                                   Principal Executive Officer

                              By:  /s/ John K. Schmidt
                                   ----------------------------
                                   John K. Schmidt
                                   Executive Vice President
                                   and Principal Accounting
                                   and Operating Officer

                              HEARTLAND FINANCIAL USA, INC. 2001
                              DIRECTOR SHORT TERM STOCK INCENTIVE
                              PLAN

                              By:  HEARTLAND FINANCIAL USA, INC.

                                   By: /s/ Lynn B. Fuller
                                       ------------------------
                                       Lynn B. Fuller
POWER OF ATTORNEY

     Know all men by these presents, that each person whose
signature appears below constitutes and appoints Lynn B. Fuller
and John K. Schmidt, and each of them, his or her true and lawful
attorney-in-fact and agent, each with full power of substitution
and re-substitution, for him or her and in his or her name, place
and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any of
them, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

     In accordance with the requirements of the Securities Act of
1933, this Registration Statement was signed by the following
persons in the capacities indicated on October 24, 2001.

     Signature                       Title

/s/ Lynn B. Fuller            President, Chief Executive Officer,
Lynn B. Fuller                Chairman and Directors

/s/ John K. Schmidt
John K. Schmidt               Executive Vice President, Chief
                              Financial Officer and Director

/s/ James F. Conlan           Director
James F. Conlan

/s/ Mark C. Falb              Director
Mark C. Falb

/s/ Gregory R. Miller         Director
Gregory R. Miller

/s/ Robert Woodward           Director
Robert Woodward
HEARTLAND FINANCIAL USA, INC.

                         EXHIBIT INDEX
                               TO
                FORM S-8 REGISTRATION STATEMENT

                                   Incorporated
                                    Herein by
Filed
Exhibit No.    Description         Reference to        Herewith

 4.1       Certificate of       Exhibit 3.1 to the
           Incorporation of     Company's Form S-4
           Heartland Financial  for the fiscal year
           USA, Inc.            ended December 31, 1993

 4.2       Bylaws of Heartland  Exhibit 3.1 to the
           Financial USA, Inc.  Company's Form S-4
                                for the fiscal year
                                ended December 31, 1993

 5.1       Opinion of Barack                                X
           Ferrazzano Kirschbaum
           Perlman & Nagelberg

10.1       Heartland Financial                              X
           USA, Inc. 2001 Director
           Short Term Stock
           Incentive Plan

23.1       Consent of KPMG LLP                              X

23.2       Consent of Barack                        Included in
           Ferrazzano Kirschbaum                    Exhibit 5.1
           Perlman & Nagelberg

24.1       Power of Attorney                        Included on
                                                    the
                                                    Signature
                                                    Page to this
                                                    Registration
                                                    Statement