As filed with the Securities and Exchange Commission on May 28, 2004
                                                            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. 2004 STOCK INCENTIVE 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.

              Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP
                        333 West Wacker Drive, Suite 2700
                             Chicago, Illinois 60606
                                 (312) 984-3100

<TABLE>

                         CALCULATION OF REGISTRATION FEE
<S>                             <C>                   <C>                    <C>                     <C>

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

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

Common Stock, $1.00 par     225,000 shares            $18.37              $4,133,250               $524.00
       value(3)

=================================================================================================================
</TABLE>


(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.

(2)  Estimated  pursuant to Rule 457(h) under the Securities Act, solely for the
     purpose of  calculating  the  registration  fee,  based on the last closing
     price for the  Registrant's  common stock as quoted on the Nasdaq  SmallCap
     Market on May 26,  2004,  as adjusted  for the three for two stock split in
     the form of a dividend distributed on May 28, 2004.

(3)  Preferred  stock purchase  rights will be  distributed  without charge with
     respect to each share of the Registrant's common stock.


<PAGE>


                                       I-1

                                     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 recipients  of awards under the QCR Holdings,  Inc. 2004
Stock   Incentive  Plan  (the  "Plan")  as  specified  by  Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

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


<PAGE>


II-8

                                      II-1

                                     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  December 31,
     2003 on March 19, 2004;

(b)  The Company's Quarterly  Report on Form 10-Q filed with the Commission for
     the Company's fiscal quarter ended March 31, 2004 on May 13, 2004;

(c)  The Company's  Current Reports on Form 8-K dated  January 29,  February 19,
     March 24,  April 23, May 13 and May 17, 2004; and

(d)  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

(e)  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,  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.
<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.

(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.

<PAGE>

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 this registration
                  statement:

                  (i)  To include 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
                       (or  the  most  recent  post-effective amendment thereof)
                       which, individually  or in  the  aggregate,  represent a
                       fundamental change in the information set forth in the
                       registration statement. Notwithstanding  the  foregoing,
                       any  increase  or  decrease  in  volume  of securities
                       offered (if the total dollar value of securities offered
                       would not exceed that which was  registered) and any
                       deviation  from the low or high end of the  estimated
                       maximum  offering  range  may be reflected in the form of
                       prospectus  filed  with the  Commission  pursuant  to
                       Rule 424(b)  if,  in the aggregate,  the changes in
                       volume and price represent no more than a 20 percent
                       change in the maximum  aggregate  offering price set
                       forth in the  "Calculation of Registration Fee" table in
                       the effective registration statement; and

                 (iii) To include  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 paragraphs (i) and (ii) above do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  registrant  pursuant to
         Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 that are
         incorporated by reference in the registration statement.

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

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

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

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


<PAGE>
                                   SIGNATURES

In accordance with the  requirements of the Securities Act of 1933, the
Registrants  certify that they have reasonable grounds to believe that they meet
all of the  requirements  of  filing  on Form  S-8 and  have  duly  caused  this
Registration  Statement  to be  signed  on  their  behalf  by  the  undersigned,
thereunder duly authorized, in the City of Moline, State of Illinois, on May 28,
2004.

                                          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
<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 May 28, 2004.

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

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

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

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

/s/ Mark C. Kilmer                          Director
------------------------------------

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

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

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







<PAGE>


                               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                                              X
               Incorporation, as
               amended, of QCR
               Holdings, Inc.

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

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

10.1          QCR Holdings, Inc. 2004     The Company's proxy
              Stock Incentive Plan        statement filed on
                                          March 26, 2004 for the
                                          annual meeting held on
                                          May 5, 2004, in which
                                          the Incentive Plan was
                                          included as Appendix A

23.1          Consent of McGladrey &                                      X
              Pullen, LLP

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

24.1          Power of Attorney                                   Included on
                                                                  the Signature
                                                                  Page to this
                                                                  Registration
                                                                  Statement
[{"type": "S-8", "sequence": "1", "filename": "qcrstockincentive.txt", "secsgml_size_bytes": 29612}]
{"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": "333-116024", "film-number": "04838868"}, "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 May 28, 2004
                                                            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. 2004 STOCK INCENTIVE 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.

              Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP
                        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)         per Share(2)         Offering Price(2)    Registration Fee(2)

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

Common Stock, $1.00 par     225,000 shares            $18.37              $4,133,250               $524.00
       value(3)

=================================================================================================================
(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.

(2)  Estimated  pursuant to Rule 457(h) under the Securities Act, solely for the
     purpose of  calculating  the  registration  fee,  based on the last closing
     price for the  Registrant's  common stock as quoted on the Nasdaq  SmallCap
     Market on May 26,  2004,  as adjusted  for the three for two stock split in
     the form of a dividend distributed on May 28, 2004.

(3)  Preferred  stock purchase  rights will be  distributed  without charge with
     respect to each share of the Registrant's common stock.
I-1

                                     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 recipients  of awards under the QCR Holdings,  Inc. 2004
Stock   Incentive  Plan  (the  "Plan")  as  specified  by  Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

Such  document(s)  are  not  being  filed  with  the  Commission, but constitute
(along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
II-8

                                      II-1

                                     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  December 31,
     2003 on March 19, 2004;

(b)  The Company's Quarterly  Report on Form 10-Q filed with the Commission for
     the Company's fiscal quarter ended March 31, 2004 on May 13, 2004;

(c)  The Company's  Current Reports on Form 8-K dated  January 29,  February 19,
     March 24,  April 23, May 13 and May 17, 2004; and

(d)  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

(e)  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,  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.
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.

(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 this registration
                  statement:

                  (i)  To include 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
                       (or  the  most  recent  post-effective amendment thereof)
                       which, individually  or in  the  aggregate,  represent a
                       fundamental change in the information set forth in the
                       registration statement. Notwithstanding  the  foregoing,
                       any  increase  or  decrease  in  volume  of securities
                       offered (if the total dollar value of securities offered
                       would not exceed that which was  registered) and any
                       deviation  from the low or high end of the  estimated
                       maximum  offering  range  may be reflected in the form of
                       prospectus  filed  with the  Commission  pursuant  to
                       Rule 424(b)  if,  in the aggregate,  the changes in
                       volume and price represent no more than a 20 percent
                       change in the maximum  aggregate  offering price set
                       forth in the  "Calculation of Registration Fee" table in
                       the effective registration statement; and

                 (iii) To include  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 paragraphs (i) and (ii) above do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  registrant  pursuant to
         Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 that are
         incorporated by reference in the registration statement.

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

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

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

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

In accordance with the  requirements of the Securities Act of 1933, the
Registrants  certify that they have reasonable grounds to believe that they meet
all of the  requirements  of  filing  on Form  S-8 and  have  duly  caused  this
Registration  Statement  to be  signed  on  their  behalf  by  the  undersigned,
thereunder duly authorized, in the City of Moline, State of Illinois, on May 28,
2004.

                                          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
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 May 28, 2004.

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

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

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

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

/s/ Mark C. Kilmer                          Director
------------------------------------

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

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

/s/ Henry Royer                             Director
------------------------------------
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                                              X
               Incorporation, as
               amended, of QCR
               Holdings, Inc.

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

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

10.1          QCR Holdings, Inc. 2004     The Company's proxy
              Stock Incentive Plan        statement filed on
                                          March 26, 2004 for the
                                          annual meeting held on
                                          May 5, 2004, in which
                                          the Incentive Plan was
                                          included as Appendix A

23.1          Consent of McGladrey &                                      X
              Pullen, LLP

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

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