As filed with the Securities and Exchange Commission on May 28, 2004
                                                      Registration No. 333-77420

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        POST EFFECTIVE AMENDMENT NO. 1 TO
                                    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 401(K)/PROFIT SHARING 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>                    <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         100,000 shares            $18.37              $1,837,000             $233.00
           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.  In  addition,  pursuant to Rule 416(c)
     under the  Securities  Act,  this  Registration  Statement  also  covers an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     Plan.

(2)  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 registered hereby.


<PAGE>


II-2

                                      II-1

                                EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by QCR Holdings,  Inc.
(the  "Registrant")  for the purpose of  increasing  the number of shares of the
Registrant's  common stock, par value $1.00 per share ("Common Stock") for which
a  Registration  Statement  on Form S-8 of the  Registrant  relating  to the QCR
Holdings   401(K)/  Profit   Sharing  Plan  (the  "Plan")  is  effective.   This
Registration  Statement on Form S-8 relates to 100,000  shares of Common  Stock,
issuable  pursuant to the Plan.  Pursuant to General  Instruction E of Form S-8,
the Registrant  hereby  incorporates by reference the Registration  Statement on
Form  S-8,  including  exhibits,  previously  filed by the  Registrant  with the
Securities  and Exchange  Commission on April 7, 1994 (File No.  333-77420),  in
connection with the Plan.

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.    Exhibits.
           ---------

  Exhibit Number   Exhibit
  --------------   -------

23.1               Consent of McGladrey & Pullen, LLP, Independent Auditors

24.1               Power of Attorney


<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



                                       QCR HOLDINGS 401(K)/PROFIT SHARING PLAN



                                        By:      QCR HOLDINGS, INC.


                                        By: /s/ Douglas M. Hultquist
                                        ----------------------------------------
                                        Douglas M. Hultquist
                                        President and Chief Executive 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
------------------------------------
Michael A. Bauer

/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
--------------------------------------------------------------------------------
23.1          Consent of McGladrey &                                   X
              Pullen, LLP

24.1         Power of Attorney                                   Included on the
                                                                 Signature Page
[{"type": "S-8", "sequence": "1", "filename": "qcr401k.txt", "secsgml_size_bytes": 10250}]
{"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": "333-116022", "film-number": "04838853"}, "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. 333-77420

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        POST EFFECTIVE AMENDMENT NO. 1 TO
                                    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 401(K)/PROFIT SHARING 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         100,000 shares            $18.37              $1,837,000             $233.00
           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.  In  addition,  pursuant to Rule 416(c)
     under the  Securities  Act,  this  Registration  Statement  also  covers an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     Plan.

(2)  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 registered hereby.
II-2

                                      II-1

                                EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by QCR Holdings,  Inc.
(the  "Registrant")  for the purpose of  increasing  the number of shares of the
Registrant's  common stock, par value $1.00 per share ("Common Stock") for which
a  Registration  Statement  on Form S-8 of the  Registrant  relating  to the QCR
Holdings   401(K)/  Profit   Sharing  Plan  (the  "Plan")  is  effective.   This
Registration  Statement on Form S-8 relates to 100,000  shares of Common  Stock,
issuable  pursuant to the Plan.  Pursuant to General  Instruction E of Form S-8,
the Registrant  hereby  incorporates by reference the Registration  Statement on
Form  S-8,  including  exhibits,  previously  filed by the  Registrant  with the
Securities  and Exchange  Commission on April 7, 1994 (File No.  333-77420),  in
connection with the Plan.

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.    Exhibits.
           ---------

  Exhibit Number   Exhibit
  --------------   -------

23.1               Consent of McGladrey & Pullen, LLP, Independent Auditors

24.1               Power of Attorney
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

                                       QCR HOLDINGS 401(K)/PROFIT SHARING PLAN

                                        By:      QCR HOLDINGS, INC.

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

Know  all men by these  presents,  that  each  person  whose  signature
appears below  constitutes and appoints Douglas M. Hultquist and 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
------------------------------------
Michael A. Bauer

/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
--------------------------------------------------------------------------------
23.1          Consent of McGladrey &                                   X
              Pullen, LLP

24.1         Power of Attorney                                   Included on the
                                                                 Signature Page