As filed with the Securities and Exchange Commission on
                          June 18, 1996
                                
                         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.
                     1993 STOCK OPTION 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)
                                
                         (319) 589-2000
  (Telephone number, including area code, of agent for service)
                                
                         With copies to:
                     Douglas J. Tucker, Esq.
                     Richard A. Sirus, Esq.
            Barack, Ferrazzano, Kirschbaum & Perlman
               333 West Wacker Drive, Suite 2700
                    Chicago, Illinois  60606
                         (312) 984-3100
<PAGE>
                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                            Proposed     Proposed   Amount of
Title of                    Maximum      Maximum    Registration
Securities    Amount        Offering     Aggregate  Fee (2)
to be         to be         Price per    Offering
Registered    Registered(1) Share(2)     Price(1)(2)
<S>           <C>           <C>          <C>           <C>
Common Stock,
$1.00
Par Value     600,000       $20.00       $12,000,000   $4,138
</TABLE>

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement
     also registers such indeterminate number of additional
     shares as may be issuable under the Heartland Financial USA,
     Inc. 1993 Stock Option Plan (the "Plan") in connection with
     share splits, share dividends or similar transactions.

(2)  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 bid and asked prices for the
     Registrant's common stock as reported within five business
     days prior to the date of this filing.
<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. 1993 Stock Option 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 Act.

<PAGE>
                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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
           (the "Annual Report") filed by the Company
           (SEC File No. 0-24724 the Securities Exchange
           Act of 1934, as amended (the "Exchange Act")
           with the Commission on March 29, 1996.

           (b)  All other reports filed pursuant to
           Section 13(a) or 15(d) of the Exchange Act
           since the end of the fiscal year covered by
           the Annual Report referred to in (a) above.

           (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 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.

     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.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     In accordance with the General Corporation Law of the State
of Delaware found at Chapter 1 of Title 8 of the Delaware Code
(the "DGCL"), Article IX of the Company's Certificate of
Incorporation (the "Certificate") provides that any director or
officer of the Company, who in his or her capacity as such, is
made or threatened to be made, a party to any suit or proceeding,
must be indemnified if such director or officer 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 Company.  The DGCL
further provides that such indemnification is not exclusive of
any other rights to which such individuals may be entitled under
a company's certificate of incorporation or any agreement,
insurance policy, vote of stockholders or disinterested directors
or otherwise.  Additionally, under Article X of the Certificate,
members of the board of directors of the Company may not be held
personally liable for monetary damages to the Company or its
stockholders for breach of fiduciary duty except for specifically
enumerated acts.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

     See the Exhibit Index following the signature page in this
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 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 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

The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dubuque, State of Iowa,
on June 18, 1996.

                              HEARTLAND FINANCIAL USA, INC.


                              By:   /s/ Lynn S. Fuller
                                   -------------------------
                                   Lynn S. Fuller
                                   Chairman of the Board and
                                   Chief Executive Officer



                              By:  /s/ John K. Schmidt
                                   -------------------------
                                   John K. Schmidt
                                   Executive Vice President
                                   and Chief Financial Officer

<PAGE>
                       POWER OF ATTORNEY

      Know  all  men  by these presents, that each  person  whose
signature  appears below constitutes and appoints Lynn S.  Fuller
and  John  K.  Schmidt, and each of them,  his  true  and  lawful
attorney-in-fact and agent, each with full power of  substitution
and re-substitution, for them and in their 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 they  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.

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement has been  signed  by  each  of  the
following  persons  in  the capacities  indicated  on  the  dates
indicated below on June 18, 1996.

<TABLE>
<CAPTION>
     Signature                            Title
<S>                                <C>
/s/ Lynn S. Fuller                 Chairman of the Board and
Lynn S. Fuller                     Chief Executive Officer

/s/ Lynn B. Fuller                 Director and President
Lynn B. Fuller

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

/s/ Evangeline K. Jansen           Director
Evangeline K. Jansen

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

/s/ James A. Schmid                Director
James A. Schmid

/s/ Robert Woodward                Director
Robert Woodward

/s/ John K. Schmidt                Executive Vice President and
John K. Schmidt                    Chief Financial Officer
</TABLE>
<PAGE>

                    HEARTLAND FINANCIAL USA, INC.
                                
                            EXHIBIT INDEX
                                  TO
                   FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit
  No.                        Description

<S>       <C>
4.1       Certificate of Incorporation of Heartland
          Financial USA, Inc. (incorporated by reference to
          Exhibit 3.1 of the Form S-4 Registration Statement
          filed with the Commission on March 10, 1994, as amended
          (File No. 33-76228))

4.2       Bylaws of Heartland Financial USA, Inc.
          (incorporated by reference to Exhibit 3.2 of the Form S-
          4 Registration Statement filed with the Commission on
          March 10, 1994, as amended (File No. 33-76228))

5.1       Opinion of Barack, Ferrazzano, Kirschbaum & Perlman

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Deloitte & Touche

24.1      Power of Attorney (included on Signature Page to
          this Registration Statement)

99.1      Heartland Financial USA, Inc. 1993 Stock Option
          Plan
</TABLE>
<PAGE>
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As filed with the Securities and Exchange Commission on
                          June 18, 1996
                                
                         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.
                     1993 STOCK OPTION 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)
                                
                         (319) 589-2000
  (Telephone number, including area code, of agent for service)
                                
                         With copies to:
                     Douglas J. Tucker, Esq.
                     Richard A. Sirus, Esq.
            Barack, Ferrazzano, Kirschbaum & Perlman
               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 (2)
to be         to be         Price per    Offering
Registered    Registered(1) Share(2)     Price(1)(2)
Common Stock,
$1.00
Par Value     600,000       $20.00       $12,000,000   $4,138
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement
     also registers such indeterminate number of additional
     shares as may be issuable under the Heartland Financial USA,
     Inc. 1993 Stock Option Plan (the "Plan") in connection with
     share splits, share dividends or similar transactions.

(2)  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 bid and asked prices for the
     Registrant's common stock as reported within five business
     days prior to the date of this filing.
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. 1993 Stock Option 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 Act.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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
           (the "Annual Report") filed by the Company
           (SEC File No. 0-24724 the Securities Exchange
           Act of 1934, as amended (the "Exchange Act")
           with the Commission on March 29, 1996.

           (b)  All other reports filed pursuant to
           Section 13(a) or 15(d) of the Exchange Act
           since the end of the fiscal year covered by
           the Annual Report referred to in (a) above.

           (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 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.

     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.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     In accordance with the General Corporation Law of the State
of Delaware found at Chapter 1 of Title 8 of the Delaware Code
(the "DGCL"), Article IX of the Company's Certificate of
Incorporation (the "Certificate") provides that any director or
officer of the Company, who in his or her capacity as such, is
made or threatened to be made, a party to any suit or proceeding,
must be indemnified if such director or officer 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 Company.  The DGCL
further provides that such indemnification is not exclusive of
any other rights to which such individuals may be entitled under
a company's certificate of incorporation or any agreement,
insurance policy, vote of stockholders or disinterested directors
or otherwise.  Additionally, under Article X of the Certificate,
members of the board of directors of the Company may not be held
personally liable for monetary damages to the Company or its
stockholders for breach of fiduciary duty except for specifically
enumerated acts.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

     See the Exhibit Index following the signature page in this
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 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 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

The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dubuque, State of Iowa,
on June 18, 1996.

                              HEARTLAND FINANCIAL USA, INC.

                              By:   /s/ Lynn S. Fuller
                                   -------------------------
                                   Lynn S. Fuller
                                   Chairman of the Board and
                                   Chief Executive Officer

                              By:  /s/ John K. Schmidt
                                   -------------------------
                                   John K. Schmidt
                                   Executive Vice President
                                   and Chief Financial Officer
POWER OF ATTORNEY

      Know  all  men  by these presents, that each  person  whose
signature  appears below constitutes and appoints Lynn S.  Fuller
and  John  K.  Schmidt, and each of them,  his  true  and  lawful
attorney-in-fact and agent, each with full power of  substitution
and re-substitution, for them and in their 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 they  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.

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement has been  signed  by  each  of  the
following  persons  in  the capacities  indicated  on  the  dates
indicated below on June 18, 1996.
Signature                            Title
/s/ Lynn S. Fuller                 Chairman of the Board and
Lynn S. Fuller                     Chief Executive Officer

/s/ Lynn B. Fuller                 Director and President
Lynn B. Fuller

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

/s/ Evangeline K. Jansen           Director
Evangeline K. Jansen

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

/s/ James A. Schmid                Director
James A. Schmid

/s/ Robert Woodward                Director
Robert Woodward

/s/ John K. Schmidt                Executive Vice President and
John K. Schmidt                    Chief Financial Officer
HEARTLAND FINANCIAL USA, INC.
                                
                            EXHIBIT INDEX
                                  TO
                   FORM S-8 REGISTRATION STATEMENT
Exhibit
  No.                        Description
4.1       Certificate of Incorporation of Heartland
          Financial USA, Inc. (incorporated by reference to
          Exhibit 3.1 of the Form S-4 Registration Statement
          filed with the Commission on March 10, 1994, as amended
          (File No. 33-76228))

4.2       Bylaws of Heartland Financial USA, Inc.
          (incorporated by reference to Exhibit 3.2 of the Form S-
          4 Registration Statement filed with the Commission on
          March 10, 1994, as amended (File No. 33-76228))

5.1       Opinion of Barack, Ferrazzano, Kirschbaum & Perlman

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Deloitte & Touche

24.1      Power of Attorney (included on Signature Page to
          this Registration Statement)

99.1      Heartland Financial USA, Inc. 1993 Stock Option
          Plan