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                                             December 7, 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 5.04.  Temporary  Suspension  of Trading Under  Registrant's  Employee
Benefit Plans

         On December 7, 2004,  QCR Holdings,  Inc. (the "QCR  Holdings")  sent a
notice to its directors and executive  officers  informing  them that a blackout
period will be in effect  beginning on December 30, 2004 until  January 31, 2005
(unless  otherwise  extended).  The  blackout  period is a result of a change in
investment options and  record-keepers for the QCR Holdings,  Inc. 401(k) Profit
Sharing Plan. The blackout  period  restricts  directors and executive  officers
from,  directly or indirectly,  purchasing,  acquiring,  exercising,  selling or
otherwise transferring certain equity securities of QCR Holdings. The notice was
provided to the QCR Holdings'  directors  and  executive  officers in accordance
with Section 306 of the  Sarbanes-Oxley  Act of 2002 and Rule 104 of  Regulation
BTR.

         A copy of the notice is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits

99.1  Form of notice dated December 7, 2004





                                   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:  December 7, 2004                        By:/s/   Todd A. Gipple
                                                   ----------------------------
                                                   Executive Vice President
                                                   and Chief Financial Officer

EX-99

                   NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS
                              OF QCR HOLDINGS, INC.
                             CONCERNING YOUR RIGHTS
                          REGARDING QCR HOLDINGS STOCK

                                December 7, 2004

         As a  director  or  executive  officer  of  QCR  Holdings,  Inc.  ("QCR
Holdings"),  you are subject to the  restrictions  under  Section  306(a) of the
Sarbanes-Oxley  Act of 2002 (the "Act"),  which  prohibits  certain stock trades
during employee benefit plan blackout periods.

         This notice is to inform you that as a director or executive officer of
QCR Holdings,  you will be unable to, either  directly or indirectly,  purchase,
sell or otherwise  acquire or transfer  any of your QCR Holdings  stock that you
acquired  in  connection  with your  services  or  employment  as a director  or
executive officer, due to a blackout period under the QCR Holdings,  Inc. 401(k)
Profit Sharing Plan (the "401(k) Plan").

         The 401(k) Plan's  blackout  period is a result of changing  investment
options  and  changing  record-keepers  and  affects  all  of  the  401(k)  Plan
participants and beneficiaries. Accordingly, a concurrent restriction on trading
by QCR Holdings'  directors and executive  officers  under Section 306(a) of the
Act will apply.

         The blackout  period will  specifically  apply to QCR  Holdings  common
stock.  During the blackout  period,  you will be prohibited  from,  directly or
indirectly,  purchasing,  selling or otherwise  acquiring or transferring equity
securities of QCR Holdings (or derivative securities of those equity securities,
such as stock  options)  that you acquired in  connection  with your services or
employment as a director or executive  officer.  With limited  exceptions,  this
includes  all  securities  acquired  while  a  director  or  executive  officer.
Therefore,  the prohibition on  transactions by you applies to amounts,  if any,
you may have  invested  in QCR  Holdings  stock under the 401(k) Plan and to QCR
Holdings stock you otherwise hold. This  prohibition  also applies to any direct
or indirect  pecuniary  interest  you may have in such  securities,  such as QCR
Holdings  stock held by  immediate  family  members  living with you, or held in
trust, or by controlled  partnerships or  corporations.  If you are scheduled or
plan to purchase,  acquire,  exercise,  sell or otherwise transfer shares of QCR
Holdings common stock during the blackout period, whether pursuant to the direct
purchase  component  of  the  Dividend  Reinvestment  Plan,  a  10b5-1  plan  or
otherwise,  you must  notify  Shellee  Showalter  to  determine  whether you are
permitted to complete the transaction.

     The  blackout  period for the 401(k)  Plan is expected to begin on December
30, 2004 and end January 31, 2005.

         If you have any  questions  regarding the blackout  period,  you should
contact Shellee Showalter at ([309]) [743-7760].