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                                                September 15, 2004
(Date of earliest event reported)                             September 15, 2004

                               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)

                                 Not Applicable
          (Former name or former address, if changed since last report)

         Check the  appropriate  box below if the Form 8-K filing is intended to
  simultaneously  satisfy the filing  obligation of the registrant  under any of
  the following provisions (see General Instruction A.2 below):

     [ ]      Written communications pursuant to Rule 425 under the Securities
              Act (17 CFR 230.425)

     [ ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act
              (17 CFR 240.14a-12)

     [ ]      Pre-commencement communications pursuant to Rule 14d-2(b) under
              the Exchange Act (17 CFR 240.14d-2(b))

     [ ]      Pre-commencement communications pursuant to Rule 13e-4(c) under
              the Exchange Act (17 CFR 240.13e-4(c))






Item 8.01  Other Information

         As previously announced,  QCR Holdings, Inc. (the "Company") intends to
establish  a new  banking  subsidiary,  Rockford  Bank  and  Trust  Company,  in
Rockford,  Illinois. In connection with the new bank, the Company is offering up
to 260,000  shares of common  stock to certain  investors  pursuant to a private
placement.  The stock is being  offered  at a price of $19.50 per share and will
not be registered under the Securities Act of 1933 (the  "Securities  Act"). Net
proceeds from the offering  after payment of fees and expenses will be available
for investment in the new bank. The Company  expects the offering to close on or
before November 19, 2004.

         The shares of common stock to be offered have not been registered under
the Securities Act, or any state securities laws, and unless so registered,  may
not be offered or sold in the United  States  except  pursuant  to an  exemption
from, or in a transaction not subject to, the  registration  requirements of the
Securities Act and applicable  state  securities  laws.  This Form 8-K shall not
constitute  an offer to sell or the  solicitation  of an offer to buy nor  shall
there be any sale of any of the  securities  referred  to herein in any state in
which such offer,  solicitation  or sale would be unlawful prior to registration
or qualification under securities laws of any state.





                                   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 hereunto duly authorized.

                                                     QCR HOLDINGS, INC.

Dated:  September 15, 2004                     By:/s/Todd A. Gipple
                                                     ---------------------------
                                                     Executive Vice President
                                                     and Chief Financial Officer