As filed with the Securities and Exchange Commission on September 16, 1999
                         Registration No. [33-_______]


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

                            QUAD CITY HOLDINGS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

              Delaware                                           42-1397595
--------------------------------------                       -------------------
(State or other jurisdiction of incor-                        (I.R.S. Employer
      poration or organization)                              Identification No.)

                                 3551 7th Street
                             Moline, Illinois 61265
                                 (309) 736-3580
                    ----------------------------------------
                    (Address of principal executive offices)


               QUAD CITY HOLDINGS, INC. 1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                               ------------------

                              Douglas M. Hultquist
                                    President
                            Quad City Holdings, Inc.
                                 3551 7th Street
                             Moline, Illinois 61265

                     (Name and address of agent for service)

                                 (309) 736-3580
          (Telephone number, including area code, of agent for service)

                                 With copies to:

                             John E. Freechack, Esq.
                          Lynne D. Mapes-Riordan, Esq.
                Barack Ferrazzano Kirschbaum Perlman & Nagelberg
                        333 West Wacker Drive, Suite 2700
                             Chicago, Illinois 60606
                                 (312) 984-3100

                         CALCULATION OF REGISTRATION FEE
<TABLE>
                                                        Proposed Maximum     Proposed Maximum
        Title of Securities            Amount to be      Offering Price         Aggregate            Amount of
         to be Registered            Registered(1)(2)     per Share(3)     Offering Price(2)(3)     Registration
                                                                                                       Fee(3)
----------------------------------------------------------------------------------------------------------------
<S>                                  <C>                <C>                <C>                      <C>
   Common Stock, $1.00 Par Value      150,000 shares        $17.50             $2,662,500           $740.00
<FN>

(1)  This Form S-8 is being filed with the  Securities  and Exchange  Commission
     for the purpose of registering  150,000 shares of the  Registrant's  Common
     Stock which are reserved for issuance  pursuant to the  Registrant's  Stock
     Incentive Plan.

(2)  Pursuant to Rule 416(a) under the 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 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 the Nasdaq SmallCap
     Market on September 13, 1999.
</FN>
</TABLE>

                TOTAL NUMBER OF SEQUENTIALLY NUMBERED PAGES [13]

             EXHIBIT INDEX BEGINS ON SEQUENTIALLY NUMBERED PAGE [8]
<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 Quad City  Holdings,  Inc.  1997 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 "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 NOT REQUIRED IN PROSPECTUS

Item 3.     Incorporation of Certain Documents by Reference.

The following documents  previously or concurrently filed by Quad City Holdings,
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 filed with the Commision for the
     Company's  fiscal year ended June 30, 1999 on September 15, 1999. (File No.
     0-22208).

(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 fiscal year covered by the Form 10-K referred to in (a) above.

(c)  The description of the Company's  common stock,  par value $1.00 per share,
     contained  in the  Company's  Registration  Statement on Form 8-A (File No.
     0-22208),  filed with the  Commission on August 9, 1993, and 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  hereof  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
thereof (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 General  Corporation Law of the State of Delaware (being
Chapter  1 of  Title  8 of  the  Delaware  Code),  Articles  9  and  10  of  the
Registrant's certificate of incorporation provide as follows:

NINTH:  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.

TENTH:  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.
<PAGE>


Article VII of the Registrant's bylaws further provides as follows:

Section 7.1 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'  fee)  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  indemnify  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 7.1 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  7.1
     (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 7.1. 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  7.1.  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.
<PAGE>


(f)  The  indemnification  and  advancement  of expenses  provided by or granted
     pursuant  to this  Section 7.1 shall not be deemed  exclusive  of any other
     rights to which those seeking  indemnification  or  advancement of expenses
     may be  entitled  under any  bylaws,  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 7.1.

(h)  For purposes of this Section 7.1,  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 7.1.

(i)  The  indemnification  and  advancement of expenses  provided by, or granted
     pursuant  to,  this  Section  7.1 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  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.

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 of 1933;  (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 Securities Exchange Act of 1934 and incorporated by reference
               into the Registration Statement.
<PAGE>


          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, 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 of 1933,  each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          Section  15(d)  of  the  Securities  Exchange  Act  of  1934  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 of 1933 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 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 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
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunder  duly
authorized, in the City of Moline, State of Illinois, on September 14, 1999.

                            QUAD CITY HOLDINGS, INC.


                            By: /s/ Douglas M. Hultquist
                                ------------------------------------------------
                                Douglas M. Hultquist
                                President and Chief Executive Officer

                                POWER OF ATTORNEY

Know all men by these presents,  that each person whose signature  appears below
constitutes and appoints  Douglas M. Hultquist and Michael A. Bauer, and each of
them, his true and lawful  attorney-in-fact  and agent,  each with full power of
substitution and  re-substitution,  for him and in his 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 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 September 14, 1999.

Signature                               Title

/s/ Michael A. Bauer
----------------------------        Chairman of the Board of Directors
Michael A. Bauer

/s/ Douglas M. Hultquist
----------------------------        President, Chief Executive Officer,
Douglas M. Hultquist                Principal Financial and Accounting Officer
                                    and Director

/s/ Richard R. Horst
----------------------------        Director and Secretary
Richard R. Horst

/s/ James T. Brownson
----------------------------        Director
James T. Brownson

/s/ Robert A. Van Vooren
----------------------------        Director
Robert A. Van Vooren

/s/ Ronald G. Peterson
---------------------------         Director
Ronald G. Peterson

/s/ John W. Schricker
---------------------------         Director
John W. Schricker


<PAGE>




                            QUAD CITY HOLDINGS, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
                                  Incorporated
<TABLE>
                                                             Herein by                   Filed             Sequential
   Exhibit No.               Description                    Reference To               Herewith             Page No.
------------------- ------------------------------- ----------------------------- -------------------- --------------------
<S>                 <C>                             <C>                           <C>                  <C>
       4.1          Certificate of Incorporation    Exhibit 3.1 to the
                    of Quad City Holdings, Inc.,    Registration Statement of
                    as amended                      Quad City Holdings, Inc. on
                                                    Form SB-2, File No. 33-67028

       4.2          Bylaws of Quad City Holdings,   Exhibit 3.2 to the
                    Inc.                            Registration Statement of
                                                    Quad City Holdings, Inc. on
                                                    Form SB-2, File No. 33-67028

       5.1          Opinion of Barack Ferrazzano                                           X                  [10]
                    Kirschbaum  Perlman &
                    Nagelberg

       10.1         Quad City Holdings, Inc. 1997                                          X                  [__]
                    Stock Incentive Plan,
                    as amended on July 14, 1999

       10.2         Form of Stock Option Agreement                                         X                  [__]

       23.1         Consent of McGladrey & Pullen                                          X                  [__]

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

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

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27467}]
{"company-data": {"conformed-name": "QUAD CITY HOLDINGS INC", "cik": "0000906465", "assigned-sic": "6022", "irs-number": "421397595", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87229", "film-number": "99712688"}, "business-address": {"street1": "3551 7TH STREET", "city": "MOLINE", "state": "IL", "zip": "61265", "phone": "3097363580"}}
As filed with the Securities and Exchange Commission on September 16, 1999
                         Registration No. [33-_______]

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

                            QUAD CITY HOLDINGS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

              Delaware                                           42-1397595
--------------------------------------                       -------------------
(State or other jurisdiction of incor-                        (I.R.S. Employer
      poration or organization)                              Identification No.)

                                 3551 7th Street
                             Moline, Illinois 61265
                                 (309) 736-3580
                    ----------------------------------------
                    (Address of principal executive offices)

               QUAD CITY HOLDINGS, INC. 1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                               ------------------

                              Douglas M. Hultquist
                                    President
                            Quad City Holdings, Inc.
                                 3551 7th Street
                             Moline, Illinois 61265

                     (Name and address of agent for service)

                                 (309) 736-3580
          (Telephone number, including area code, of agent for service)

                                 With copies to:

                             John E. Freechack, Esq.
                          Lynne D. Mapes-Riordan, Esq.
                Barack Ferrazzano Kirschbaum Perlman & Nagelberg
                        333 West Wacker Drive, Suite 2700
                             Chicago, Illinois 60606
                                 (312) 984-3100

                         CALCULATION OF REGISTRATION FEE

                                                        Proposed Maximum     Proposed Maximum
        Title of Securities            Amount to be      Offering Price         Aggregate            Amount of
         to be Registered            Registered(1)(2)     per Share(3)     Offering Price(2)(3)     Registration
                                                                                                       Fee(3)
----------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 Par Value      150,000 shares        $17.50             $2,662,500           $740.00
(1)  This Form S-8 is being filed with the  Securities  and Exchange  Commission
     for the purpose of registering  150,000 shares of the  Registrant's  Common
     Stock which are reserved for issuance  pursuant to the  Registrant's  Stock
     Incentive Plan.

(2)  Pursuant to Rule 416(a) under the 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 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 the Nasdaq SmallCap
     Market on September 13, 1999.
TOTAL NUMBER OF SEQUENTIALLY NUMBERED PAGES [13]

             EXHIBIT INDEX BEGINS ON SEQUENTIALLY NUMBERED PAGE [8]
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 Quad City  Holdings,  Inc.  1997 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 "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 NOT REQUIRED IN PROSPECTUS

Item 3.     Incorporation of Certain Documents by Reference.

The following documents  previously or concurrently filed by Quad City Holdings,
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 filed with the Commision for the
     Company's  fiscal year ended June 30, 1999 on September 15, 1999. (File No.
     0-22208).

(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 fiscal year covered by the Form 10-K referred to in (a) above.

(c)  The description of the Company's  common stock,  par value $1.00 per share,
     contained  in the  Company's  Registration  Statement on Form 8-A (File No.
     0-22208),  filed with the  Commission on August 9, 1993, and 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  hereof  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
thereof (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 General  Corporation Law of the State of Delaware (being
Chapter  1 of  Title  8 of  the  Delaware  Code),  Articles  9  and  10  of  the
Registrant's certificate of incorporation provide as follows:

NINTH:  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.

TENTH:  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 VII of the Registrant's bylaws further provides as follows:

Section 7.1 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'  fee)  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  indemnify  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 7.1 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  7.1
     (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 7.1. 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  7.1.  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 7.1 shall not be deemed  exclusive  of any other
     rights to which those seeking  indemnification  or  advancement of expenses
     may be  entitled  under any  bylaws,  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 7.1.

(h)  For purposes of this Section 7.1,  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 7.1.

(i)  The  indemnification  and  advancement of expenses  provided by, or granted
     pursuant  to,  this  Section  7.1 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  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.

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 of 1933;  (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 Securities Exchange Act of 1934 and incorporated by reference
               into the Registration Statement.
(2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, 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 of 1933,  each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          Section  15(d)  of  the  Securities  Exchange  Act  of  1934  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 of 1933 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 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 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
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunder  duly
authorized, in the City of Moline, State of Illinois, on September 14, 1999.

                            QUAD CITY HOLDINGS, INC.

                            By: /s/ Douglas M. Hultquist
                                ------------------------------------------------
                                Douglas M. Hultquist
                                President and Chief Executive Officer

                                POWER OF ATTORNEY

Know all men by these presents,  that each person whose signature  appears below
constitutes and appoints  Douglas M. Hultquist and Michael A. Bauer, and each of
them, his true and lawful  attorney-in-fact  and agent,  each with full power of
substitution and  re-substitution,  for him and in his 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 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 September 14, 1999.

Signature                               Title

/s/ Michael A. Bauer
----------------------------        Chairman of the Board of Directors
Michael A. Bauer

/s/ Douglas M. Hultquist
----------------------------        President, Chief Executive Officer,
Douglas M. Hultquist                Principal Financial and Accounting Officer
                                    and Director

/s/ Richard R. Horst
----------------------------        Director and Secretary
Richard R. Horst

/s/ James T. Brownson
----------------------------        Director
James T. Brownson

/s/ Robert A. Van Vooren
----------------------------        Director
Robert A. Van Vooren

/s/ Ronald G. Peterson
---------------------------         Director
Ronald G. Peterson

/s/ John W. Schricker
---------------------------         Director
John W. Schricker
QUAD CITY HOLDINGS, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
                                  Incorporated

                                                             Herein by                   Filed             Sequential
   Exhibit No.               Description                    Reference To               Herewith             Page No.
------------------- ------------------------------- ----------------------------- -------------------- --------------------
4.1          Certificate of Incorporation    Exhibit 3.1 to the
                    of Quad City Holdings, Inc.,    Registration Statement of
                    as amended                      Quad City Holdings, Inc. on
                                                    Form SB-2, File No. 33-67028

       4.2          Bylaws of Quad City Holdings,   Exhibit 3.2 to the
                    Inc.                            Registration Statement of
                                                    Quad City Holdings, Inc. on
                                                    Form SB-2, File No. 33-67028

       5.1          Opinion of Barack Ferrazzano                                           X                  [10]
                    Kirschbaum  Perlman &
                    Nagelberg

       10.1         Quad City Holdings, Inc. 1997                                          X                  [__]
                    Stock Incentive Plan,
                    as amended on July 14, 1999

       10.2         Form of Stock Option Agreement                                         X                  [__]

       23.1         Consent of McGladrey & Pullen                                          X                  [__]

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

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