As filed with the Securities and Exchange Commission on November 20, 2002

                                                            Registration No. 33-


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           The Securities Act of 1933

                               ------------------

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

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

                           3551 7th Street, Suite 204
                             Moline, Illinois 61265
                    ----------------------------------------
                    (Address of principal executive offices)


                 QCR HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN
                 -----------------------------------------------
                            (Full title of the plan)

                                 Todd A. Gipple
         Executive Vice President, Chief Financial Officer and Secretary
                               QCR Holdings, Inc.
                           3551 7th Street, Suite 204
                             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 LLC
                        333 West Wacker Drive, Suite 2700
                             Chicago, Illinois 60606
                                 (312) 984-3100

                                       1
<PAGE>

                         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)       per Share(2) (3)     Offering Price(2)       Registration
                                                                                    (3)               Fee(2) (3)
------------------------------- ---------------------- -------------------- --------------------- ---------------
<S>                                <C>                  <C>                  <C>                     <C>
Common Stock, $1.00 par value      150,000 shares            $15.11              $2,266,500             $209.00
=================================================================================================================
<FN>

(1)  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.  In  addition,  pursuant to Rule 416(c)
     under the  Securities  Act,  this  Registration  Statement  also  covers an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     Plan.

(2)  It is impractical to state the offering  maximum price.  The purchase price
     for each share of Common  Stock  offered will be between 85% to 100% of the
     fair market value of such share on a future date as described in the Plan.

(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 quoted on Nasdaq
     SmallCap Market on November 15, 2002.
</FN>
</TABLE>

                                       2
<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 QCR  Holdings,  Inc.  Employee  Stock
Purchase  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.

                                       3
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

The following documents  previously or concurrently filed by QCR 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 Commission for
          the Company's fiscal year ended June 30, 2002 (File No.  000-22208) on
          August 28, 2002;

     (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  covered  by the  Form  10-K
          referred to in (a) above; and

     (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 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.


                                       4
<PAGE>

     Article VII of the Company'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'  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 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  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 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  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.

                                       5
<PAGE>

  (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  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 7.2 EMPLOYEES  AND AGENTS.  The board of directors  may, by  resolution,
extend the indemnification provisions of the foregoing Section 7.1 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 $7.5 million.

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.

                                       6
<PAGE>

     (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.

(h)  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.

                                       7
<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  Moline,  State of  Illinois,  on
November 20, 2002.

                                 QCR HOLDINGS, INC.

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

                            By:  /s/ Todd A. Gipple
                                 -----------------------------------------------
                                 Todd A. Gipple
                                 Executive  Vice  President and Chief  Financial
                                 Officer

                                 QCR HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN

                                 By:   QCR HOLDINGS, INC.

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


                                       8
<PAGE>

                                POWER OF ATTORNEY

Know all men by these presents,  that each person whose signature  appears below
constitutes  and appoints  Douglas M. Hultquist and Todd A. Gipple,  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 November 20, 2002.

          Signature                                        Title
--------------------------------------------------------------------------------


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

/s/ Michael A. Bauer                      Chairman of the Board and Director
------------------------------------
Michael A. Bauer

/s/ Patrick S. Baird                      Director
------------------------------------
Patrick S. Baird

/s/ James J. Brownson                     Director
------------------------------------
James J. Brownson

/s/ Larry J. Helling                      Director
------------------------------------
Larry J. Helling

/s/ John K. Lawson                        Director
------------------------------------
John K. Lawson

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

/s/ Henry Royer                           Director
------------------------------------
Henry Royer

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

                                       9
<PAGE>


                               QCR HOLDINGS, INC.
                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
                                  Incorporated

<TABLE>
                                                          Herein by                  Filed
Exhibit No.               Description                    Reference to               Herewith
-----------------------------------------------------------------------------------------------------
<S>              <C>                              <C>                           <C>
    4.1          Certificate of  Incorporation,   Exhibit  number  2.1  to the
                 as amended,  of QCR  Holdings,   Company's  Form 10-Q for the
                 Inc.                             fiscal     quarter     ended
                                                  September 30, 2001

    4.2          Amendment  to the  Certificate   Exhibit   number  3(iii)  to
                 of Incorporation of QCR          the Company's Form 10-Q
                 Holdings, Inc.                   for the fiscal quarter ended
                                                  September 30, 2002

    4.3          Bylaws of QCR Holdings, Inc.,    Exhibit   number   3(ii)  to
                 Inc., as amended                 Company's Form 10-Q for the
                                                  fiscal quarter ended
                                                  September 30, 2002

    5.1          Opinion of Barack Ferrazzano                                           X
                 Ferrazzano Kirschbaum
                 Perlman & Nagelberg, LLC

    10.1         QCR Holdings, Inc. Employee      The Company's  proxy
                 Employee Stock Purchase Plan     statement filed on
                                                  September 12, 2002 for the
                                                  annual meeting held on
                                                  October 23, 2002, in which
                                                  the Purchase Plan was
                                                  included as Appendix A

    23.1         Consent of McGladrey &                                                 X
                 Pullen, LLP

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


    24.1         Power of Attorney                                             Included on the
                                                                               Signature Page to
                                                                               this Registration
                                                                               Statement
</TABLE>

                                       10
[{"type": "S-8", "sequence": "1", "filename": "qcrforms8.txt", "secsgml_size_bytes": 30355}]
{"company-data": {"conformed-name": "QCR HOLDINGS INC", "cik": "0000906465", "assigned-sic": "6022", "irs-number": "421397595", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101356", "film-number": "02835298"}, "business-address": {"street1": "3551 7TH STREET", "city": "MOLINE", "state": "IL", "zip": "61265", "phone": "3097363580"}, "mail-address": {"street1": "3551 7TH STREET", "city": "MOLINE", "state": "IL", "zip": "61265"}, "former-company": {"former-conformed-name": "QUAD CITY HOLDINGS INC", "date-changed": "19930805"}}
As filed with the Securities and Exchange Commission on November 20, 2002

                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           The Securities Act of 1933

                               ------------------

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

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

                           3551 7th Street, Suite 204
                             Moline, Illinois 61265
                    ----------------------------------------
                    (Address of principal executive offices)

                 QCR HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN
                 -----------------------------------------------
                            (Full title of the plan)

                                 Todd A. Gipple
         Executive Vice President, Chief Financial Officer and Secretary
                               QCR Holdings, Inc.
                           3551 7th Street, Suite 204
                             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 LLC
                        333 West Wacker Drive, Suite 2700
                             Chicago, Illinois 60606
                                 (312) 984-3100

                                       1
CALCULATION OF REGISTRATION FEE

                                                        Proposed Maximum      Proposed Maximum
     Title of Securities            Amount to be         Offering Price          Aggregate             Amount of
       to be Registered             Registered(1)       per Share(2) (3)     Offering Price(2)       Registration
                                                                                    (3)               Fee(2) (3)
------------------------------- ---------------------- -------------------- --------------------- ---------------
Common Stock, $1.00 par value      150,000 shares            $15.11              $2,266,500             $209.00
=================================================================================================================
(1)  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.  In  addition,  pursuant to Rule 416(c)
     under the  Securities  Act,  this  Registration  Statement  also  covers an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     Plan.

(2)  It is impractical to state the offering  maximum price.  The purchase price
     for each share of Common  Stock  offered will be between 85% to 100% of the
     fair market value of such share on a future date as described in the Plan.

(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 quoted on Nasdaq
     SmallCap Market on November 15, 2002.
2
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 QCR  Holdings,  Inc.  Employee  Stock
Purchase  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.

                                       3
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

The following documents  previously or concurrently filed by QCR 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 Commission for
          the Company's fiscal year ended June 30, 2002 (File No.  000-22208) on
          August 28, 2002;

     (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  covered  by the  Form  10-K
          referred to in (a) above; and

     (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 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.

                                       4
Article VII of the Company'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'  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 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  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 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  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.

                                       5
(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  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 7.2 EMPLOYEES  AND AGENTS.  The board of directors  may, by  resolution,
extend the indemnification provisions of the foregoing Section 7.1 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 $7.5 million.

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.

                                       6
(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.

(h)  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.

                                       7
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  Moline,  State of  Illinois,  on
November 20, 2002.

                                 QCR HOLDINGS, INC.

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

                            By:  /s/ Todd A. Gipple
                                 -----------------------------------------------
                                 Todd A. Gipple
                                 Executive  Vice  President and Chief  Financial
                                 Officer

                                 QCR HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN

                                 By:   QCR HOLDINGS, INC.

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

                                       8
POWER OF ATTORNEY

Know all men by these presents,  that each person whose signature  appears below
constitutes  and appoints  Douglas M. Hultquist and Todd A. Gipple,  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 November 20, 2002.

          Signature                                        Title
--------------------------------------------------------------------------------

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

/s/ Michael A. Bauer                      Chairman of the Board and Director
------------------------------------
Michael A. Bauer

/s/ Patrick S. Baird                      Director
------------------------------------
Patrick S. Baird

/s/ James J. Brownson                     Director
------------------------------------
James J. Brownson

/s/ Larry J. Helling                      Director
------------------------------------
Larry J. Helling

/s/ John K. Lawson                        Director
------------------------------------
John K. Lawson

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

/s/ Henry Royer                           Director
------------------------------------
Henry Royer

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

                                       9
QCR HOLDINGS, INC.
                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
                                  Incorporated

                                                          Herein by                  Filed
Exhibit No.               Description                    Reference to               Herewith
-----------------------------------------------------------------------------------------------------
4.1          Certificate of  Incorporation,   Exhibit  number  2.1  to the
                 as amended,  of QCR  Holdings,   Company's  Form 10-Q for the
                 Inc.                             fiscal     quarter     ended
                                                  September 30, 2001

    4.2          Amendment  to the  Certificate   Exhibit   number  3(iii)  to
                 of Incorporation of QCR          the Company's Form 10-Q
                 Holdings, Inc.                   for the fiscal quarter ended
                                                  September 30, 2002

    4.3          Bylaws of QCR Holdings, Inc.,    Exhibit   number   3(ii)  to
                 Inc., as amended                 Company's Form 10-Q for the
                                                  fiscal quarter ended
                                                  September 30, 2002

    5.1          Opinion of Barack Ferrazzano                                           X
                 Ferrazzano Kirschbaum
                 Perlman & Nagelberg, LLC

    10.1         QCR Holdings, Inc. Employee      The Company's  proxy
                 Employee Stock Purchase Plan     statement filed on
                                                  September 12, 2002 for the
                                                  annual meeting held on
                                                  October 23, 2002, in which
                                                  the Purchase Plan was
                                                  included as Appendix A

    23.1         Consent of McGladrey &                                                 X
                 Pullen, LLP

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

    24.1         Power of Attorney                                             Included on the
                                                                               Signature Page to
                                                                               this Registration
                                                                               Statement
10