As filed with the Securities and Exchange Commission on October 21, 1997     
Registration No. 33-_______



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

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

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

                                2118 Middle Road
                                  P.O. Box 395
                             Bettendorf, Iowa 52772
                    (Address of principal executive offices)
                               ------------------

                  QUAD CITY HOLDINGS, INC.DEFERRED INCOME PLAN
                            (Full title of the plan)
                               ------------------

                              Douglas M. Hultquist
                            Quad City Holdings, Inc.
                                2118 Middle Road
                                  P.O. Box 395
                             Bettendorf, Iowa 52772
                     (Name and address of agent for service)

                                 (319) 344-0600
          (Telephone number, including area code, of agent for service)

                                 With copies to:

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



                         CALCULATION OF REGISTRATION FEE

<TABLE>

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

   Common Stock, $1.00 Par Value          50,000             21 3/4              1,087,500              329.55
==================================== ================= =================== ===================== ===================
<FN>

(1)  Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount  of  interests  to be  offered  or sold  pursuant  to the Quad  City
     Holdings, Inc. Deferred Income Plan (the "Plan").

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

(3)  Estimated  pursuant  to Rule 457 under the  Securities  Act  solely for the
     purpose of calculating the registration fee.
</FN>
</TABLE>
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s)  containing the information specified in Part I of Form S-8 will
be sent or given to participants in the Quad City Holdings, Inc. Deferred Income
Plan (the "Plan") as specified by Rule  428(b)(1)  promulgated by the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

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



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3. Incorporation of Certain Documents by Reference.

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

(a)  The Company's Annual Report on Form 10-KSB for the year ended June 30, 1997
     (the "Annual Report") filed by the Company (SEC File No. 0-22208) under the
     Securities  Exchange Act of 1934, as amended (the "Exchange  Act") with the
     Commission on September 29, 1997.

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

(c)  The description of the Company's  common stock,  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,  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 (being  Chapter 1 of
Title 8 of the Delaware Code), Articles IX and X of the Registrant's certificate
of incorporation provide as follows:

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

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

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

Section 7.1 DIRECTORS  AND OFFICERS.  (a) The  corporation  shall  indemnify any
person  who  was  or is a  party  or is  threatened  to be  made  party  to  any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by  reason  of the  fact  that he or she is or was a
director or officer of the  corporation,  or is or was serving at the request of
the  corporation as a director or officer of another  corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action,  suit or proceeding if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to, the best interests of the  corporation,  and, with respect
to any criminal action or proceeding,  had no reasonable cause to believe his or
her conduct was unlawful.  The termination of any action,  suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he or she  reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

(b)  The  corporation  shall  indemnify  any  person who was or is a party or is
     threatened  to be made a party  to any  threatened,  pending  or  completed
     action or suit by or in the right of the  corporation to procure a judgment
     in its favor by reason of the fact that he or she is or was a  director  or
     officer of the  corporation,  or is or was  serving  at the  request of the
     corporation as a director or officer of another  corporation,  partnership,
     joint  venture,  trust  or other  enterprise  against  expenses  (including
     attorneys'  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,  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 and 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  7.1.  Such  expenses  (including
     attorneys' fees) incurred by other employees and agents may be so paid upon
     such  terms  and  conditions,  if any,  as the  board  of  directors  deems
     appropriate.
<PAGE>

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

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



<PAGE>


Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.


Exhibit No.       Description


     3.1          Certificate of Incorporation, as amended, of Quad City 
                  Holdings, Inc.

     3.2          Bylaws of Quad City Holdings, Inc.

     4.1          Specimen  Stock  Certificate  of Quad City  Holdings,  Inc. 
                  (See also Articles  VIII, XII and XIII of Exhibit 3.1 and 
                  Articles II, VI, IX and XII of Exhibit 3.2)

     5.1          Opinion of Barack Ferrazzano  Kirschbaum  Perlman & Nagelberg
                  regarding legality of securities being registered

     24.1         Consent of Barack Ferrazzano Kirschbaum Perlman & Nagelberg
                  (included in opinion filed as Exhibit 5.1)

     24.2         Consent of McGladrey & Pullen LLP

     25.1         Power of Attorney (included on the signature page of this 
                  Registration Statement)

     99.1         Quad City Holdings, Inc. Deferred Income Plan

The Plan is not generally subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"),  and is not qualified under Section 401(a) of the
Internal  Revenue  Code of  1986,  and  therefore  no  letter  of  determination
regarding  qualification under ERISA will be requested from the Internal Revenue
Service.


Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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


<PAGE>


                                   SIGNATURES

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of filing  on Form S-8 and  authorizes  this  Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunder  duly
authorized, in the City of Bettendorf, State of Iowa, on October 1, 1997.

                                         QUAD CITY HOLDINGS, INC.


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


                                POWER OF ATTORNEY

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

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been signed by each of the  following  persons in the  capacities
indicated on the dates indicated below on October 1, 1997.


     Signature                                         Title

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

                                                              

/s/ Douglas M. Hultquist                      President, Principal Executive, 
Douglas M. Hultquist                          Financial and Accounting Officer 
                                              and  Director
                
                                                             
/s/ James J. Brownson                         Director
James J. Brownson

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

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

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

/s/ Robert Van Vooren                         Director
Robert Van Vooren


<PAGE>


                                   SIGNATURES

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other  persons who  administrator  the employee  benefit plan) have
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto duly  authorized,  in the City of  Bettendorf,  State of
Iowa, on October 1, 1997.



                         QUAD CITY HOLDINGS, INC.
                         DEFERRED INCOME PLAN

                         By:  Quad City Holdings, Inc. Board Affairs Committee
                              Its: Administrator

                         By:   /s/ James J. Brownson
                               Its: Chairman





<PAGE>


                            QUAD CITY HOLDINGS, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
<TABLE>

                                                       Incorporated
 Exhibit No.           Description                       Herein by                     Filed          Sequential
                                                        Reference To                  Herewith         Page No.
-------------- ---------------------------- ------------------------------------- ----------------- ----------------
<S>            <C>                          <C>                                   <C>               <C>   

     3.1       Certificate of               Exhibit 3.1 to the Registration
               Incorporation, as amended,   Statement of Quad City Holdings,
               of Quad City Holdings, Inc.  Inc. on Form SB-2, File No. 33-67028

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

     4.1       Articles VIII, XII and       See Exhibit 3.1 to the Registration
               XIII of the Quad City        Statement of Quad City Holdings,
               Holdings, Inc. Certificate   Inc. on Form SB-2, File No. 33-67028
               of Incorporation, as
               amended

     4.2       Articles II, VI and IX and   See Exhibit 3.2 to the Registration
               XII of the Quad City         Statement of Quad City Holdings,
               Holdings, Inc. Bylaws        Inc. on Form SB-2, File No. 33-67028

     5.1       Opinion of Barack                                                         X
               Ferrazzano Kirschbaum
               Perlman & Nagelberg

    23.1       Consent of McGladrey &                                                    X
               Pullen LLP

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

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

    99.1       Quad City Holdings, Inc.                                                  X
               Deferred Income Plan


</TABLE>
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{"company-data": {"conformed-name": "QUAD CITY HOLDINGS INC", "cik": "0000906465", "assigned-sic": "6022", "irs-number": "421397595", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38341", "film-number": "97698669"}, "business-address": {"street1": "2118 MIDDLE RD", "street2": "PO BOX 395", "city": "BETTENDORF", "state": "IA", "zip": "52722", "phone": "3193440600"}}
As filed with the Securities and Exchange Commission on October 21, 1997     
Registration No. 33-_______

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

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

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

                                2118 Middle Road
                                  P.O. Box 395
                             Bettendorf, Iowa 52772
                    (Address of principal executive offices)
                               ------------------

                  QUAD CITY HOLDINGS, INC.DEFERRED INCOME PLAN
                            (Full title of the plan)
                               ------------------

                              Douglas M. Hultquist
                            Quad City Holdings, Inc.
                                2118 Middle Road
                                  P.O. Box 395
                             Bettendorf, Iowa 52772
                     (Name and address of agent for service)

                                 (319) 344-0600
          (Telephone number, including area code, of agent for service)

                                 With copies to:

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

                         CALCULATION OF REGISTRATION FEE

==================================== ================= =================== ===================== ===================
                                                        Proposed Maximum     Proposed Maximum
        Title of Securities            Amount to be      Offering Price         Aggregate            Amount of
         to be Registered            Registered(1)(2)     per Share(3)     Offering Price(2)(3)     Registration
                                                                                                       Fee(3)
==================================== ================= =================== ===================== ===================
Common Stock, $1.00 Par Value          50,000             21 3/4              1,087,500              329.55
==================================== ================= =================== ===================== ===================
(1)  Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount  of  interests  to be  offered  or sold  pursuant  to the Quad  City
     Holdings, Inc. Deferred Income Plan (the "Plan").

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

(3)  Estimated  pursuant  to Rule 457 under the  Securities  Act  solely for the
     purpose of calculating the registration fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s)  containing the information specified in Part I of Form S-8 will
be sent or given to participants in the Quad City Holdings, Inc. Deferred Income
Plan (the "Plan") as specified by Rule  428(b)(1)  promulgated by the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

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

(a)  The Company's Annual Report on Form 10-KSB for the year ended June 30, 1997
     (the "Annual Report") filed by the Company (SEC File No. 0-22208) under the
     Securities  Exchange Act of 1934, as amended (the "Exchange  Act") with the
     Commission on September 29, 1997.

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

(c)  The description of the Company's  common stock,  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,  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 (being  Chapter 1 of
Title 8 of the Delaware Code), Articles IX and X of the Registrant's certificate
of incorporation provide as follows:

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

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

Section 7.1 DIRECTORS  AND OFFICERS.  (a) The  corporation  shall  indemnify any
person  who  was  or is a  party  or is  threatened  to be  made  party  to  any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by  reason  of the  fact  that he or she is or was a
director or officer of the  corporation,  or is or was serving at the request of
the  corporation as a director or officer of another  corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action,  suit or proceeding if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to, the best interests of the  corporation,  and, with respect
to any criminal action or proceeding,  had no reasonable cause to believe his or
her conduct was unlawful.  The termination of any action,  suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he or she  reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

(b)  The  corporation  shall  indemnify  any  person who was or is a party or is
     threatened  to be made a party  to any  threatened,  pending  or  completed
     action or suit by or in the right of the  corporation to procure a judgment
     in its favor by reason of the fact that he or she is or was a  director  or
     officer of the  corporation,  or is or was  serving  at the  request of the
     corporation as a director or officer of another  corporation,  partnership,
     joint  venture,  trust  or other  enterprise  against  expenses  (including
     attorneys'  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,  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 and 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  7.1.  Such  expenses  (including
     attorneys' fees) incurred by other employees and agents may be so paid upon
     such  terms  and  conditions,  if any,  as the  board  of  directors  deems
     appropriate.
(f)  The  indemnification  and  advancement  of expenses  provided by or granted
     pursuant  to this  Section 7.1 shall not be deemed  exclusive  of any other
     rights to which those seeking  indemnification  or  advancement of expenses
     may be  entitled  under  any  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 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.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers or persons controlling the Company pursuant
to the foregoing  provisions,  the Company has been informed that in the opinion
of the Commission such  indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Exhibit No.       Description

     3.1          Certificate of Incorporation, as amended, of Quad City 
                  Holdings, Inc.

     3.2          Bylaws of Quad City Holdings, Inc.

     4.1          Specimen  Stock  Certificate  of Quad City  Holdings,  Inc. 
                  (See also Articles  VIII, XII and XIII of Exhibit 3.1 and 
                  Articles II, VI, IX and XII of Exhibit 3.2)

     5.1          Opinion of Barack Ferrazzano  Kirschbaum  Perlman & Nagelberg
                  regarding legality of securities being registered

     24.1         Consent of Barack Ferrazzano Kirschbaum Perlman & Nagelberg
                  (included in opinion filed as Exhibit 5.1)

     24.2         Consent of McGladrey & Pullen LLP

     25.1         Power of Attorney (included on the signature page of this 
                  Registration Statement)

     99.1         Quad City Holdings, Inc. Deferred Income Plan

The Plan is not generally subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"),  and is not qualified under Section 401(a) of the
Internal  Revenue  Code of  1986,  and  therefore  no  letter  of  determination
regarding  qualification under ERISA will be requested from the Internal Revenue
Service.

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

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

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

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange  Act that is  incorporated  by  reference in the  registration
     statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant  to  the  foregoing  provision,   or  otherwise,   the
     registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  registrant  of  expenses  incurred or paid by a
     director,  officer or controlling  person in the successful  defense of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.
SIGNATURES

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of filing  on Form S-8 and  authorizes  this  Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunder  duly
authorized, in the City of Bettendorf, State of Iowa, on October 1, 1997.

                                         QUAD CITY HOLDINGS, INC.

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

                                POWER OF ATTORNEY

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

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been signed by each of the  following  persons in the  capacities
indicated on the dates indicated below on October 1, 1997.

     Signature                                         Title

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

                                                              

/s/ Douglas M. Hultquist                      President, Principal Executive, 
Douglas M. Hultquist                          Financial and Accounting Officer 
                                              and  Director
                
                                                             
/s/ James J. Brownson                         Director
James J. Brownson

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

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

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

/s/ Robert Van Vooren                         Director
Robert Van Vooren
SIGNATURES

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other  persons who  administrator  the employee  benefit plan) have
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto duly  authorized,  in the City of  Bettendorf,  State of
Iowa, on October 1, 1997.

                         QUAD CITY HOLDINGS, INC.
                         DEFERRED INCOME PLAN

                         By:  Quad City Holdings, Inc. Board Affairs Committee
                              Its: Administrator

                         By:   /s/ James J. Brownson
                               Its: Chairman
QUAD CITY HOLDINGS, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

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

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

     4.1       Articles VIII, XII and       See Exhibit 3.1 to the Registration
               XIII of the Quad City        Statement of Quad City Holdings,
               Holdings, Inc. Certificate   Inc. on Form SB-2, File No. 33-67028
               of Incorporation, as
               amended

     4.2       Articles II, VI and IX and   See Exhibit 3.2 to the Registration
               XII of the Quad City         Statement of Quad City Holdings,
               Holdings, Inc. Bylaws        Inc. on Form SB-2, File No. 33-67028

     5.1       Opinion of Barack                                                         X
               Ferrazzano Kirschbaum
               Perlman & Nagelberg

    23.1       Consent of McGladrey &                                                    X
               Pullen LLP

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

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

    99.1       Quad City Holdings, Inc.                                                  X
               Deferred Income Plan