March 17, 2020

Todd A. Gipple
Chief Financial Officer
QCR Holdings, Inc.
3551 Seventh Street
Moline, IL 61265

       Re: QCR Holdings, Inc.
           Registration Statement on Form S-3
           Filed March 13, 2020
           File No. 333-237170

Dear Mr. Gipple:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-3

Exhibits
Exhibit 3.2, page II-2

1.     We note that your forum selection provision identifies the Court of
Chancery of the State
       of Delaware as the exclusive forum for certain litigation, including any
"derivative
       action." Please disclose whether this provision applies to actions
arising under the
       Securities Act or Exchange Act. In that regard, we note that Section 27
of the Exchange
       Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
       liability created by the Exchange Act or the rules and regulations
thereunder, and Section
       22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
       suits brought to enforce any duty or liability created by the Securities
Act or the rules and
       regulations thereunder. If the provision applies to Securities Act
claims, please also revise
 Todd A. Gipple
QCR Holdings, Inc.
March 17, 2020
Page 2
         your prospectus to state that there is uncertainty as to whether a
court would enforce such
         provision and that investors cannot waive compliance with the federal
securities laws and
         the rules and regulations thereunder. If this provision does not apply
to actions arising
         under the Securities Act or Exchange Act, please tell us how you will
inform investors in
         future filings that the provision does not apply to any actions
arising under the Securities
         Act or Exchange Act.
General

2.       We note that your registration statement incorporates by reference
your Form 10-K for the
         fiscal year ended December 31, 2019, which in turn incorporates by
reference Part III
         information from a proxy statement that you have not yet filed. Please
be advised that we
         cannot accelerate the effective date of your registration statement
until you have amended
         your Form 10-K to include Part III information or filed the definitive
proxy statement.
         For guidance, please refer to Compliance and Disclosure
Interpretations, Securities Act
         Forms Questions 123.01.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Sonia Bednarowski at 202-551-3666 or Dietrich King at
202-551-8071
with any questions.



FirstName LastNameTodd A. Gipple                               Sincerely,
Comapany NameQCR Holdings, Inc.
                                                               Division of
Corporation Finance
March 17, 2020 Page 2                                          Office of
Finance
FirstName LastName