As filed with the Securities and
xchange Commission on August 11, 2005                      Registration No. 333-


                       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. 2005 DEFERRED INCOME 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
<TABLE>
----------------------------------------------------------------------------------------------------
                                           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)
----------------------------------------------------------------------------------------------------
<S>                       <C>              <C>                <C>                <C>
Common Stock, $1.00 par   100,000 shares       $22.05            $2,205,050          $260.00
value(3)
<FN>

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

(2)  Estimated  pursuant to Rule 457(h) under the Securities Act, solely for the
     purpose of calculating  the  registration  fee, based on the average of the
     high and low  prices  for the  Registrant's  common  stock as quoted on the
     Nasdaq SmallCap Market on August 9, 2005.

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

                                       1
<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  of awards under the QCR  Holdings,  Inc. 2005
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 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, 2004 on March 18, 2005;

(b)  The Company's  Quarterly Reports on Form 10-Q filed with the Commission for
     the Company's fiscal quarters ended March 31, 2005 and June 30, 2005 on May
     11, 2005, and August 10, 2005, respectively;

(c)  The  Company's  Current  Reports on Form 8-K dated  January 4,  January 27,
     February  2, March 18,  April 21, May 3, May 5, May 11, July 22, and August
     10, 2005; 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 Stateme.t 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:

                                       2
<PAGE>

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.

                                       3
<PAGE>

(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.


                                       4
<PAGE>

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.

                                       5
<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  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.


                                       6
<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 August
11, 2005.

                                      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

                                       7
<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 August 11, 2005.

                          Signature                                        Title

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

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

------------------------------------      Director
Patrick S. Baird

------------------------------------      Director
James J. Brownson

------------------------------------      Director
Larry J. Helling

------------------------------------      Director
Mark C. Kilmer

------------------------------------      Director
John K. Lawson

------------------------------------      Director
Ronald G. Peterson

------------------------------------      Director
Henry Royer


                                       8
<PAGE>


                               QCR HOLDINGS, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

<TABLE>
                                                            Incorporated
                                                             Herein by                       Filed
   Exhibit No.               Description                    Reference to                    Herewith
----------------------------------------------------------------------------------------------------------
<S>                 <C>                                 <C>                              <C>
       4.1          Certificate of  Incorporation,                                            X
                    as amended,  of QCR  Holdings,
                    Inc.

       4.2          Bylaws of QCR Holdings, Inc.,      exhibit   number   3(ii)  to
                    as amended                         the Company's  Form 10-Q for
                                                       the fiscal quarter ended
                                                       September 30, 2002
       5.1          Opinion of Barack Ferrazzano                                              X
                    Kirschbaum Perlman &
                    Nagelberg LLP
       10.1         QCR Holdings, Inc. 2005                                                   X
                    Deferred Income Plan
       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
</TABLE>


                                       9
[{"type": "S-8", "sequence": "1", "filename": "qcrstockoffering.txt", "secsgml_size_bytes": 30138}]
{"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": "333-127466", "film-number": "051018368"}, "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
xchange Commission on August 11, 2005                      Registration No. 333-

                       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. 2005 DEFERRED INCOME 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       $22.05            $2,205,050          $260.00
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 average of the
     high and low  prices  for the  Registrant's  common  stock as quoted on the
     Nasdaq SmallCap Market on August 9, 2005.

(3)  Preferred  stock purchase  rights will be  distributed  without charge with
     respect to each share of the Registrant's common stock.
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  participants  of awards under the QCR  Holdings,  Inc. 2005
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 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, 2004 on March 18, 2005;

(b)  The Company's  Quarterly Reports on Form 10-Q filed with the Commission for
     the Company's fiscal quarters ended March 31, 2005 and June 30, 2005 on May
     11, 2005, and August 10, 2005, respectively;

(c)  The  Company's  Current  Reports on Form 8-K dated  January 4,  January 27,
     February  2, March 18,  April 21, May 3, May 5, May 11, July 22, and August
     10, 2005; 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 Stateme.t 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:

                                       2
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.

                                       3
(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.

                                       4
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.

                                       5
(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.

                                       6
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 August
11, 2005.

                                      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

                                       7
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 August 11, 2005.

                          Signature                                        Title

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

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

------------------------------------      Director
Patrick S. Baird

------------------------------------      Director
James J. Brownson

------------------------------------      Director
Larry J. Helling

------------------------------------      Director
Mark C. Kilmer

------------------------------------      Director
John K. Lawson

------------------------------------      Director
Ronald G. Peterson

------------------------------------      Director
Henry Royer

                                       8
QCR HOLDINGS, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

                                                            Incorporated
                                                             Herein by                       Filed
   Exhibit No.               Description                    Reference to                    Herewith
----------------------------------------------------------------------------------------------------------
4.1          Certificate of  Incorporation,                                            X
                    as amended,  of QCR  Holdings,
                    Inc.

       4.2          Bylaws of QCR Holdings, Inc.,      exhibit   number   3(ii)  to
                    as amended                         the Company's  Form 10-Q for
                                                       the fiscal quarter ended
                                                       September 30, 2002
       5.1          Opinion of Barack Ferrazzano                                              X
                    Kirschbaum Perlman &
                    Nagelberg LLP
       10.1         QCR Holdings, Inc. 2005                                                   X
                    Deferred Income Plan
       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
9