8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                          Date of Report: May 13, 2004
                        (Date of earliest event reported)


                               QCR Holdings, Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                                    Delaware
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)


       0-22208                                         42-1397595
- -------------------------                       -------------------------
(Commission File Number)                 (I.R.S. Employer Identification Number)


3551 Seventh Street, Suite 204, Moline, Illinois                        61265
- --------------------------------------------------                    ----------
(Address of principal executive offices)                              (Zip Code)


                                 (309) 736-3580
              ----------------------------------------------------
              (Registrant's telephone number, including area code)





Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (a)      Financial Statements of Business Acquired.
                  -----------------------------------------

                  None.

         (b)      Pro Forma Financial Information.
                  -------------------------------

                  None.

         (c)      Exhibits.
                  --------

                  99.1     Shareholder letter to be presented in the quarterly
                           shareholder publication, "Investor Update".

Item 12.  Results of Operations and Financial Condition

On May 13,  2004,  QCR  Holdings,  Inc.  issued  a  shareholder  letter
discussing the Company's financial results for the first quarter ended
March 31, 2004. The letter is attached hereto as Exhibit 99.1.

                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned here unto duly authorized.

                               QCR HOLDINGS, INC.

Dated:  May 13, 2004                By:    /s/ Todd A Gipple
                                           ------------------------
                                           Todd A. Gipple
                                           Chief Financial Officer

EX-99

May 2004

To:  Our Stockholders

This is our first  investor  update for 2004,  and reports  information  for the
period ended March 31, 2004.

During the past quarter we issued $20 million of new trust preferred  securities
(TPS). As a result of this issuance,  we intend to redeem, on June 30, 2004, our
$12 million of 9.2% trust preferred securities that were issued in 1999. The new
securities  consist of $12 million of securities  at a rate of 6.93%,  fixed for
seven years,  and $8 million of floating rate securities that initially will pay
interest at a rate of approximately 4%.

We issued the new securities to provide  additional  Tier One capital to support
continued  growth  and to  take  advantage  of the  current  low  interest  rate
environment.  In addition,  the Federal Reserve is considering a modification of
their  regulatory  capital  rules that may at some point  restrict the favorable
Tier One capital treatment afforded to these securities. The Federal Reserve has
provided  confirmation  to the  Company  that these new TPS  securities  will be
treated as Tier One capital.

In anticipation of the redemption of the 1999  securities,  the Company expensed
$747 thousand of unamoritized  issuance costs associated with those  securities.
The write-off of these costs, combined with the additional interest costs of the
new  securities,  resulted in an after tax reduction of first quarter net income
of $558 thousand.  We believe the refinancing  strategy will provide significant
long-term  benefits to the  Company,  as the reduced  rate on the $12 million of
fixed rate trust  preferred  will save the Company  over  $270,000  each year in
interest expense.

We  announced  on April 23 that the  Company's  board of  directors  declared  a
3-for-2  stock split  effected  in the form of a fifty  percent  stock  dividend
payable on May 28, 2004, to  stockholders  of record on May 10, 2004.  All share
and per share data in this investor update have been  retroactively  adjusted to
reflect the 3-for-2  split,  as if it had occurred on January 1, 2003. The board
of directors also declared a cash dividend of $0.04 per share payable on July 2,
2004,  to  stockholders  of record on June 18,  2004.  This  dividend  rate also
reflects the number of shares that will be outstanding  after the 3-for-2 split.
We believe that the increased number of outstanding  shares,  as a result of the
stock split,  will provide greater liquidity of our shares and broader ownership
in our common stock.

Earnings for the first quarter ended March 31, 2004 were $836 thousand, or basic
earnings  per share of $0.20 and diluted  earnings  per share of $0.19.  For the
same quarter one year ago, the Company  reported  earnings of $827 thousand,  or
basic earnings per share of $0.20 and diluted earnings per share of $0.19.

Excluding  the one-time  write-off  of the  unamortized  issuance  costs and the
additional interest costs of the new securities, net income for the three months
ended March 31, 2004 would have been $1.4 million, or diluted earnings per share
of $0.32, a 68% improvement over earnings for the same period in 2003.  Although
excluding the impact of this event is a non-GAAP  measure,  management  believes
that it is important to provide such information due to the non-recurring nature
of this  expense  and to more  accurately  compare  the  results of the  periods
presented.

Earnings  for the  first  three  months  of 2004 were  impacted  by  significant
reductions in gains on the sale of residential real estate loans, as refinancing
volumes have decreased dramatically. A significant increase in other noninterest
income  categories,  along with a significant  increase in net interest  income,
maintained  our  earnings.  As we look forward into 2004,  it appears we will be
presented with several earnings  challenges  resulting from the decline in gains
on  residential  real estate  loans and the  expected  reduction  in  processing
volumes at both Quad City Bancard and Nobel  Electronic  Transfer.  The upcoming
months will bring significant  investments in facilities at our subsidiary banks
and in addition, we recently implemented imaging technology.

In late 2003,  we  announced  plans for a fifth  Quad City Bank & Trust  banking
facility, to be located in west Davenport. When completed, the new facility will
aid in our efforts to continue expanding our market share in the Quad Cities. In
addition,  last fall Quad City Bank & Trust acquired the northern segment of its
Brady  Street  facility in  Davenport,  which had  previously  been owned by the
developer of the property.  Renovations to develop this additional space for use
by some of the Company's  operational  and  administrative  functions are nearly
complete.  Cedar  Rapids  Bank & Trust  has  begun  work  on a new  headquarters
facility in downtown  Cedar Rapids and a branch in the  northeastern  section of
the city.

Cedar Rapids Bank & Trust has been a significant part of the Company's growth in
assets,  loans,  and deposits since opening in September of 2001. We continue to
experience rapid growth,  reaching total assets of $171.0 million,  net loans of
$131.0  million,  and deposits of $109.4  million as of March 31, 2004. The bank
had  after-tax  net income of $114  thousand for the first  quarter of 2004,  as
compared to after-tax  losses of $54  thousand for the same period in 2003.  The
market  continues  to embrace our  strategy of  providing  personalized  banking
relationships with the highest levels of service,  and in turn, provides us with
new commercial and retail banking relationships.


The Company's  strong asset growth,  tempered by both reduced interest rates and
the additional interest expense on the new trust preferred securities,  resulted
in a 19%  increase  in net  interest  income of $928  thousand  for  2004,  when
compared to the prior year.  Noninterest income sources, other than gains on the
sale of residential real estate loans, were also significant contributors to the
maintenance  of earnings,  as these  sources  improved by $569  thousand for the
three-month period.

The Company's total assets increased 8% to $767.9 million at March 31, 2004 from
$710.0 million at December 31, 2003. During the same period, net loans increased
by $38.4  million or 7% to $552.2  million  from $513.8  million at December 31,
2003.  Non-performing  assets  increased  to $7.4 million at March 31, 2004 from
$5.0 million at December  31, 2003.  Total  deposits  remained  stable at $512.2
million at March 31, 2004  compared  to $511.7  million at  December  31,  2003.
Stockholders'  equity  rose to $43.0  million at March 31,  2004 as  compared to
$41.8 million at December 31, 2003.

Nonaccrual loans at March 31, 2004 were $5.8 million,  of which $4.5 million, or
78%, resulted from six large commercial lending  relationships at Quad City Bank
& Trust.  The $1.6  million  increase  in  nonaccrual  loans for the quarter was
primarily due to the addition of two commercial lending  relationships  totaling
$1.1 million. Accruing loans past due 90 days or more were $1.6 million at March
31, 2004, of which $1.5 million,  or 95%, were the result of another six lending
relationships  at Quad City Bank & Trust.  We are  working  closely  with all of
these  customers.  Of the six  customers  90 days or more  past due at March 31,
three of them, representing $894 thousand in loan balances,  became current with
their  payments  during  the  first  half of  April.  Management  increased  the
Company's percentage of allowance to total loans from 1.65% at December 31, 2003
to 1.69% at March 31, 2004.  Management is closely monitoring the Company's loan
portfolio and the level of our  allowance for loan losses.  We continue to focus
our efforts in an attempt to improve the overall quality of our loan portfolio.

In late  April,  Fed  Chairman  Greenspan  indicated  that he is  becoming  more
convinced  that the  economy  has gained  strength.  The  markets  have  already
anticipated higher interest rates. The Bureau of Labor Statistics (BLS) reported
an increase in payroll  employment  above 300,000 on April 2nd,  surpassing  the
average estimate of a 120,000 increase. Although we have felt for some time that
most economic data is positive,  if not stellar, this welcome bit of information
accelerates the chipping away at the last measure of economic distress.

Economic  fundamentals  are  sound.  Companies  are  making  progress  in  their
operational efficiency and earnings are growing. Consumers are spending, setting
funds aside for retirement, buying and selling houses, just the things consumers
have always done.  Government revenues,  both state and federal, are on the rise
again.

International  unrest  remains a concern.  We believe  the desire for freedom is
strong in countries like Iraq and  Afghanistan  and should win out against those
who  seek to  suppress  it.  Talk of  fiscal  responsibility  reminds  all  that
government  deficits  must  be  reduced.  Federal  Reserve  indications  are for
continued delay in raising rates by any large measure, but this doesn't rule out
a smaller bump or two to demonstrate  vigilance.  Should the Federal Reserve see
the  need to speak or act more  aggressively,  volatility  is sure to  increase.
However, overall, though conditions slow its ascension, this recovery appears to
be for real.

We have  already had many  opportunities  this year to  celebrate  our  ten-year
history.  While the growth in assets and earnings has been satisfying,  the true
success  of our  organization  lies with the many high  quality,  talented,  and
motivated  individuals  in our  organization.  These people are clearly our most
valuable asset. They make our jobs much easier and enjoyable. We believe that by
creating a motivating,  challenging,  and fun environment for our employees, our
customers will receive  outstanding  service.  We now number  approximately  250
employees and our biggest challenge will be the continued ability to recruit and
retain talented and highly motivated individuals.

We look  forward to adding  Quad City Bank board  member  Mark C.  Kilmer to our
holding  company  board.  Mark has been a valuable bank board member and plays a
significant role in many Quad City charitable organizations. We are also pleased
to note that Todd  Gipple,  our CFO,  has been  added to the boards of Quad City
Bank & Trust and Quad City Bancard.

Thanks to all of our loyal supporters.  It is a pleasure serving you.