(Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant  [X]
Filed by a party other than the Registrant  [   ]

Check the appropriate box:
[   ]  Preliminary Proxy Statement.  [ ] Confidential, for Use of the Commission
                                         only (as permitted by Rule 14a-6(e)(2))
[ X ]  Definitive proxy statement.
[   ]  Definitive additional materials.
[   ]  Soliciting material under Rule 14a-12.

                               QCR Holdings, Inc.
 -------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
 -------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]  No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
    ----------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:
    ----------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant to
    Exchange  Act Rule 0-11 (set  forth the  amount on which the  filing  fee is
    calculated and state how it was determined):

    ----------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:
    ----------------------------------------------------------------------------

(5) Total fee paid:
    ----------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials:

--------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange  Act
    Rule  0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously.  Identify the previous filing by registration  statement
    number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:
    ----------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:
    ----------------------------------------------------------------------------

(3) Filing Party:
    ----------------------------------------------------------------------------

(4) Date Filed:
    ----------------------------------------------------------------------------



                              QCR Holdings, Inc.
                           3551-7th Street, Suite 204
                                Moline, IL 61265
                              Phone (309) 736-3580
                               Fax (309) 736-3149




                                    March 26, 2004

Dear Fellow Stockholder:

On behalf of the board of directors and  management  of QCR  Holdings,  Inc., we
cordially  invite  you to attend  the  annual  meeting  of  stockholders  of QCR
Holdings,  Inc. to be held at 10:00 a.m. on May 5, 2004, at The Lodge located at
900 Spruce Hills Drive,  Bettendorf,  Iowa.  The  accompanying  notice of annual
meeting of stockholders and proxy statement discuss the business to be conducted
at the  meeting.  We have  also  enclosed  copies of our 2003  Annual  Report to
Stockholders  for your review.  At the meeting we will report on our  operations
and the outlook for the year ahead.

The annual  meeting will be held for the purposes of electing  three  persons to
serve as Class II directors.  In addition to the election of Class II directors,
stockholders  are being  asked to approve an  amendment  to our  certificate  of
incorporation  increasing  the  number of  authorized  shares  of common  stock.
Stockholders  are also being asked to approve the 2004 Stock  Incentive Plan. We
recommend  that you vote your shares for the  director  nominees and in favor of
the amendment to the certificate of incorporation and the Stock Incentive Plan.

We encourage you to attend the meeting in person. Regardless of whether you plan
to attend the meeting, please COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
CARD in the enclosed  envelope or vote by telephone or internet by following the
preprinted  instructions  on the enclosed proxy card. This will assure that your
shares are represented at the meeting.

We look forward to seeing you and visiting with you at the meeting.

Very truly yours,




Michael A. Bauer                                            Douglas M. Hultquist
Chairman of the Board                                       President



                                       1


                               QCR Holdings, Inc.
                           3551-7th Street, Suite 204
                                Moline, IL 61265
                              Phone (309) 736-3580
                               Fax (309) 736-3149



                                    NOTICE OF
                         ANNUAL MEETING OF STOCKHOLDERS
                             TO BE HELD MAY 5, 2004



To the stockholders of QCR HOLDINGS, INC.:

The  annual  meeting  of  stockholders   of  QCR  Holdings,   Inc.,  a  Delaware
corporation, will be held at The Lodge, 900 Spruce Hills Drive, Bettendorf, Iowa
on  Wednesday,  May 5,  2004,  at 10:00  a.m.,  local  time,  for the  following
purposes:

1.   to elect three Class II directors for a term of three years;

2.   to amend  the  certificate  of  incorporation  to  increase  the  number of
     authorized shares of common stock from 5,000,000  shares,  par value $1.00,
     to 10,000,000 shares, par value $1.00 per share;

3.   to approve the QCR Holdings 2004 Stock Incentive Plan; and

4.   to  transact  such other  business as may  properly  be brought  before the
     meeting and any adjournments or postponements of the meeting.

The board of directors has fixed the close of business on March 17, 2004, as the
record date for the determination of stockholders  entitled to notice of, and to
vote at, the meeting.  In the event there is an insufficient number of votes for
a quorum or to approve or ratify any of the  foregoing  proposals at the time of
the annual meeting, the meeting may be adjourned or postponed in order to permit
the further solicitation of proxies.

                                              By order of the Board of Directors



                                              Todd A. Gipple
                                              Secretary

Moline, Illinois
March 26, 2004


                                       2


                                 PROXY STATEMENT

QCR Holdings, Inc., a Delaware corporation, is the holding company for Quad City
Bank and Trust Company and Cedar Rapids Bank and Trust  Company.  Quad City Bank
and Trust Company is an Iowa banking  association  located in Bettendorf,  Iowa,
with  banking  locations  in  Bettendorf  and  Davenport,  Iowa  and in  Moline,
Illinois.  Cedar  Rapids  Bank  and  Trust  Company  is  also  an  Iowa  banking
association located in Cedar Rapids, Iowa. Quad City Bancard, Inc. is our wholly
owned  subsidiary,  which  functions  as a  credit  card  center  that  provides
cardholder and merchant credit card processing services.  We also own all of the
common stock of three business trust subsidiaries that we created to issue trust
preferred securities. When we refer to our subsidiaries in this proxy statement,
we are  collectively  referring  to Quad City Bank & Trust,  Cedar Rapids Bank &
Trust, Quad City Bancard and the business trusts.

This proxy  statement is furnished in connection  with the  solicitation  by the
board of directors of QCR Holdings of proxies to be voted at the annual  meeting
of  stockholders  to be held at The Lodge,  900 Spruce Hills Drive,  Bettendorf,
Iowa,  on May 5, 2004, at 10:00 a.m.,  local time,  and at any  adjournments  or
postponements  of the meeting.  We have enclosed our 2003 annual  report,  which
includes consolidated financial statements of QCR Holdings and our subsidiaries.
This  proxy   statement  and  related   materials  are  first  being  mailed  to
stockholders of QCR Holdings on or about March 26, 2004.

The following is information  regarding the meeting and the voting process,  and
is presented in a question and answer format.

Why am I receiving this proxy statement and proxy card?

You are receiving a proxy  statement and proxy card from us because on March 17,
2004, the record date for the annual meeting,  you owned shares of QCR Holdings'
common stock. This proxy statement  describes the matters that will be presented
for  consideration by the stockholders at the annual meeting.  It also gives you
information  concerning  those  matters  to assist  you in  making  an  informed
decision.

When you sign the  enclosed  proxy card,  you  appoint the proxy  holder as your
representative  at the  meeting.  The proxy  holder will vote your shares as you
have  instructed  in the proxy card,  thereby  ensuring that your shares will be
voted  whether  or not you attend  the  meeting.  Even if you plan to attend the
meeting, you should complete,  sign and return your proxy card in advance of the
meeting just in case your plans change.

If you have signed and  returned the proxy card and an issue comes up for a vote
at the meeting that is not  identified  on the card,  the proxy holder will vote
your shares, pursuant to your proxy, in accordance with his or her judgment.

What matters will be voted on at the meeting?

You are being asked to vote on the  election of three Class II  directors  for a
term  expiring  in  2007,  to  approve  an  amendment  to  the   certificate  of
incorporation to increase the number of authorized shares of common stock and to
approve the 2004 Stock Incentive Plan. These matters are more fully described in
this proxy statement.

If I am the record holder of my shares, how do I vote?

You may vote by mail, by telephone,  by internet or in person at the meeting. To
vote by  mail,  complete  and sign the  enclosed  proxy  card and mail it in the
enclosed pre-addressed  envelope. No postage is required if mailed in the United
States.  If you mark your proxy card to indicate how you want your shares voted,
your shares will be voted as you instruct.

If you sign  and  return  your  proxy  card but do not mark the card to  provide
voting  instructions,  the shares  represented  by your proxy card will be voted
"for"  all  nominees  named  in this  proxy  statement,  "for"  approval  of the
amendment  to  the  certificate  of  incorporation   increasing  the  number  of
authorized shares of common stock and "for" approval of the 2004 Stock Incentive
Plan.

Although  you may vote by mail,  we ask that you vote  instead  by  internet  or
telephone,  which  saves  us  postage  and  processing  costs.  You may  vote by
telephone  by calling the  toll-free  number  specified on your proxy card or by
accessing the internet website specified on your proxy card and by following the
preprinted  instructions  on the proxy card.  Votes  submitted  by  telephone or
internet must be received by midnight CST on Monday,  May 3, 2004. The giving of
a proxy by either of these means will not affect your right to vote in person if
you decide to attend the meeting.

                                       3


If you want to vote in person,  please come to the meeting.  We will  distribute
written  ballots  to  anyone  who  wants to vote at the  meeting.  Please  note,
however,  that if your shares are held in the name of your broker (or in what is
usually  referred  to as  "street  name"),  you will need to arrange to obtain a
legal proxy from your broker in order to vote in person at the meeting.  Even if
you plan to attend the meeting, you should complete,  sign and return your proxy
card in advance of the meeting just in case your plans change.

If I hold shares in the name of a broker or fiduciary, who votes my shares?

If you received this proxy  statement  from your broker or by a trustee or other
fiduciary who may hold your shares,  your broker or fiduciary  should have given
you  instructions  for directing  how your broker or fiduciary  should vote your
shares. It will then be their  responsibility to vote your shares for you in the
manner you direct.

Under the rules of various national and regional securities  exchanges,  brokers
may generally vote on routine matters, such as the election of directors and the
ratification of independent  auditors,  but cannot vote on non-routine  matters,
such as an  amendment to the  certificate  of  incorporation  or the adoption or
amendment of a stock option plan, unless they have received voting  instructions
from the  person  for whom they are  holding  shares.  If your  broker  does not
receive  instructions  from you on how to vote  particular  shares on matters on
which your broker does not have  discretionary  authority  to vote,  your broker
will  return the proxy card to us,  indicating  that he or she does not have the
authority to vote on these matters.  This is generally  referred to as a "broker
non-vote"  and will affect the outcome of the voting as described  below,  under
"How many  votes are  needed  for  approval  of each  proposal?"  Therefore,  we
encourage  you to  provide  directions  to your  broker  as to how you want your
shares voted on all matters to be brought before the meeting. You should do this
by carefully  following the  instructions  concerning its  procedures  that your
broker gives you. This ensures that your shares will be voted at the meeting.

A number of banks and brokerage firms participate in a program that also permits
stockholders  to direct their vote by telephone or internet.  If your shares are
held in an account at such a bank or brokerage firm, you may vote your shares by
telephone or internet by following the  instructions  on their  enclosed  voting
form.  Votes  made by  telephone  or  internet  through  such a program  must be
received  by 11:59 p.m.  EST on May 4, 2004.  Voting  your shares in this manner
will not  affect  your  right to vote in  person if you  decide  to  attend  the
meeting, however, you must first request a legal proxy either on the internet or
the enclosed proxy card.  Requesting a legal proxy prior to the deadline  stated
above will automatically  cancel any voting directions you have previously given
by internet or by telephone with respect to your shares.

The  internet  and  telephone  proxy  procedures  are  designed to  authenticate
stockholders' identities, to allow stockholders to give their proxy instructions
and to confirm that those instructions have been properly recorded. Stockholders
authorizing  proxies  or  directing  the  voting of shares  by  internet  should
understand that there may be costs  associated with electronic  access,  such as
usage charges from internet  access  providers  and telephone  companies.  These
costs, if any, will be borne by the stockholder.

What does it mean if I receive more than one proxy card?

It means that you have multiple holdings reflected in our stock transfer records
and/or in  accounts  with  brokers.  Please  sign and return ALL proxy  forms to
ensure that all your shares are voted.  If you received more than one proxy card
but only one copy of the proxy  statement and annual and  transitional  reports,
you may request additional copies from us at any time.

What if I change my mind after I return my proxy?

If you hold your  shares in your own name,  you may revoke your proxy and change
your vote at any time before the polls close at the meeting. You may do this by:

o    signing another proxy with a later date and returning that proxy to us;

o    timely submitting another proxy via the telephone or internet;

o    sending notice to us that you are revoking your proxy; or

o    voting in person at the meeting.

If you hold your shares in the name of your  broker or through a  fiduciary  and
desire to revoke your proxy,  you will need to contact  that person or entity to
revoke your proxy.

                                       4


How many votes do we need to hold the annual meeting?

A majority of the shares  that are  outstanding  and  entitled to vote as of the
record  date must be  present  in person or by proxy at the  meeting in order to
hold the meeting and conduct business.

Shares are counted as present at the meeting if the stockholder either:

o    is present in person at the meeting; or

o    has properly submitted a signed proxy card or other proxy.

On March 17, 2004, the record date,  there were 2,813,415 shares of common stock
outstanding.  Therefore,  at least 1,406,708 shares need to be present in person
or by proxy at the  annual  meeting  in order to hold the  meeting  and  conduct
business.

What happens if a nominee is unable to stand for re-election?

The board may,  by  resolution,  provide  for a lesser  number of  directors  or
designate a  substitute  nominee.  In the latter  case,  shares  represented  by
proxies may be voted for a substitute nominee.  Proxies cannot be voted for more
than the number of nominees presented for election at the meeting. The board has
no reason to believe any nominee will be unable to stand for re-election.

What options do I have in voting on each of the proposals?

You may vote  "for"  or  "withhold  authority  to vote  for"  each  nominee  for
director.  You may vote "for," "against" or "abstain" on any other proposal that
may properly be brought  before the meeting.  Abstentions  will be considered in
determining  the presence of a quorum but will not affect the vote  required for
the election of directors.

How many votes may I cast?

Generally,  you are  entitled to cast one vote for each share of stock you owned
on the record date. The proxy card included with this proxy statement  indicates
the number of shares owned by an account attributable to you.

How many votes are needed for each proposal?

The three  individuals  receiving  the highest  number of votes cast "for" their
election will be elected as Class II directors of QCR Holdings. Broker non-votes
and  abstentions  will not be counted in tabulating  the vote on the election of
directors, but will count for purposes of determining whether or not a quorum is
present on the matter.

Holders of a majority of the  outstanding  shares of our common  stock as of the
close of  business  on  March  17,  2004,  must  approve  the  amendment  of our
certificate of incorporation to increase the number of authorized  shares of QCR
Holdings' common stock. All other proposals must receive the affirmative vote of
a  majority  of the  shares  present  in person or by proxy at the  meeting  and
entitled  to vote.  Broker  non-votes  and  abstentions  will not be  counted in
tabulating  the  vote  on  such  proposals,  but  will  count  for  purposes  of
determining whether or not a quorum is present on the matter.

Where do I find the voting results of the meeting?

We will announce voting results at the meeting.  The voting results will also be
disclosed in our Form 10-Q for the quarter ending June 30, 2004.

Who bears the cost of soliciting proxies?

We will bear the cost of soliciting  proxies.  In addition to  solicitations  by
mail,  officers,  directors or employees of QCR Holdings or of our  subsidiaries
may solicit  proxies in person or by  telephone.  These persons will not receive
any special or additional  compensation for soliciting proxies. We may reimburse
brokerage  houses  and other  custodians,  nominees  and  fiduciaries  for their
reasonable   out-of-pocket   expenses  for  forwarding  proxy  and  solicitation
materials to stockholders.

                                       5


                              ELECTION OF DIRECTORS

Our  directors are divided into three classes  having  staggered  terms of three
years.  Stockholders  will be entitled to elect three Class II  directors  for a
term  expiring in 2007.  The board has nominated  Larry J.  Helling,  Douglas M.
Hultquist and Mark C. Kilmer to serve as Class II directors.

Other than as described  above,  we have no  knowledge  that any of the nominees
will  refuse  or be  unable  to  serve,  but  if any  of  the  nominees  becomes
unavailable  for  election,  the  holders of the  proxies  reserve  the right to
substitute  another  person  of their  choice as a  nominee  when  voting at the
meeting. Set forth below is information concerning the nominees for election and
for each of the other  persons  whose  terms of office will  continue  after the
meeting,  including  age, year first elected a director and business  experience
during the previous five years.  The nominees,  if elected at the annual meeting
of stockholders,  will serve as Class II directors for three-year terms expiring
in 2007. The board of directors recommends that stockholders vote FOR all of the
nominees for director.

                                                        NOMINEES

Name                       Director
(Age)                       Since        Positions with QCR Holdings and subsidiaries
----------------------------------------------------------------------------------------------------------
                                   
CLASS II
(Term Expires 2007)

Larry J. Helling            2001         Director of QCR Holdings;  President,  Chief  Executive  Officer
(Age 47)                                 and  Director  of Cedar  Rapids  Bank & Trust;  Director of Quad
                                         City Bank & Trust

Douglas M. Hultquist        1993         President,   Chief   Executive   Officer  and  Director  of  QCR
(Age 48)                                 Holdings; Chairman of the Board and Director of Quad City
                                         Bank & Trust; Director of Cedar Rapids Bank & Trust;
                                         Secretary, Treasurer and Director of Quad City Bancard

Mark C. Kilmer                --          Director of Quad City Bank & Trust
(Age 45)

                                                  CONTINUING DIRECTORS

Name                       Director
(Age)                       Since        Positions with QCR Holdings and subsidiaries
----------------------------------------------------------------------------------------------------------
CLASS III
(Term Expires 2005)

Patrick S. Baird             2002        Director of QCR Holdings and Cedar Rapids Bank & Trust
(Age 49)

John K. Lawson               2000         Director of QCR Holdings and Quad City Bank & Trust
(Age 63)

Ronald G. Peterson           1993         Director of QCR Holdings and Quad City Bank & Trust
(Age 60)

CLASS I
(Term Expires 2006)

Michael A. Bauer             1993         Chairman of the Board and Director of QCR  Holdings;  President,
(Age 55)                                  Chief Executive Officer and Director of Quad City Bank & Trust;
                                          Director of Cedar Rapids Bank & Trust; Chairman of the Board
                                          and Director of Quad City Bancard

James J. Brownson            1997         Director of QCR  Holdings;  Secretary  and Director of Quad City
(Age 58)                                  Bank & Trust

Henry Royer                  2002         Director of QCR Holdings;  Chairman of the Board and Director of
(Age 72)                                  Cedar Rapids Bank & Trust


All of our  continuing  directors  and  nominees  will hold office for the terms
indicated,   or   until   their   earlier   death,   resignation,   removal   or
disqualification,  and until their  respective  successors  are duly elected and
qualified.  All of our  executive  officers  hold office for a term of one year.
There  are no  arrangements  or  understandings  between  any of the  directors,
executive officers or any other person pursuant to which any of our directors or
executive officers have been selected for their respective positions.  Mr. Royer
is also a director of Media Sciences  International,  Inc., a company registered
under the  Securities  Exchange Act, and a trustee of Berthel  Growth and Income
Fund I, a business trust registered under the Investment Company Act of 1940.

The business experience of each of the nominees and continuing directors for the
past five years is as follows:

                                       6


Patrick S. Baird is President and Chief Executive  Officer of AEGON USA, Inc., a
U.S. subsidiary of the international  insurance company, AEGON nv. He is also an
officer  and  director of many of AEGON USA's life  insurance  subsidiaries.  He
currently  serves on the board of directors of the  Kirkwood  Community  College
Foundation, Waypoint (formerly YMCA) and Priority One in Cedar Rapids. Mr. Baird
has been a director of Cedar Rapids Bank & Trust since September 2001.

Michael A. Bauer,  prior to co-founding QCR Holdings,  was employed from 1971 to
1992 by Davenport Bank and Trust Company located in Davenport,  Iowa with assets
of approximately  $1.8 billion,  as of December 31, 1992. In January 1992 he was
named President and Chief Operating  Officer,  while from 1989 to 1992 he served
as Senior Vice President in charge of all lending. Mr. Bauer currently serves as
a director of St. Ambrose University,  Genesis Medical Center, Kahl Home for the
Aged and Infirm,  Davenport ONE and the Iowa Council,  Boy Scouts of America. He
also  currently  serves on the  Community  Bank  Council of the Chicago  Federal
Reserve.  Mr. Bauer is a member of Rotary Club of  Davenport.  He also serves as
Chairman of the  Finance  Council of the  Diocese of  Davenport  and the Finance
Council of St. Paul The Apostle  Church.  Along with Mr.  Hultquist,  Mr.  Bauer
received  the 1998 Ernst & Young  "Entrepreneur  of the Year" award for the Iowa
and  Nebraska  region,  and was  inducted  into  the  Quad  Cities  Area  Junior
Achievement Business Hall of Fame in 2003.

James J.  Brownson  is the  President  of W.E.  Brownson  Co., a  manufacturers'
representative agency located in Davenport,  Iowa, and has been in that position
since 1978. Mr. Brownson began his career in 1967 as a staff auditor with Arthur
Young & Co., CPA's, of Chicago, Illinois. From 1969 until 1978, Mr. Brownson was
employed  by  Davenport  Bank & Trust  Company,  where  he left as  Senior  Vice
President and Cashier. He is a past member of the National Sales  Representative
Council of Crane Plastics,  Columbus, Ohio, and Dayton Rogers Manufacturing Co.,
Minneapolis,  Minnesota.  Mr. Brownson has been a director and Secretary of Quad
City Bank & Trust since October 1993.

Larry J.  Helling was  previously  the  Executive  Vice  President  and Regional
Commercial  Banking  Manager of Firstar Bank in Cedar Rapids with a focus on the
Cedar Rapids  metropolitan area and the Eastern Iowa region.  Prior to his seven
years with Firstar,  Mr. Helling spent twelve years with Omaha National Bank. He
is a graduate of Cedar Rapids' Leadership for Five Seasons program and currently
serves on the board of  directors of the United Way of East  Central  Iowa,  the
board of  trustees  of Big  Brothers/Big  Sisters,  the  board of  directors  of
Downtown Rotary, and the board of trustees of Junior  Achievement.  In addition,
he is actively  involved in numerous  school and church  related  activities and
committees.

Douglas M. Hultquist is a certified public accountant and previously served as a
tax partner with two major accounting  firms. He began his career with KPMG Peat
Marwick in 1977 and was named a partner in 1987. In 1991, the Quad Cities office
of KPMG Peat Marwick merged with McGladrey & Pullen.  Mr.  Hultquist served as a
tax partner in the Illinois  Quad Cities  office of McGladrey & Pullen from 1991
until co-founding QCR Holdings in 1993. During his public accounting career, Mr.
Hultquist  specialized  in bank  taxation  and  mergers  and  acquisitions.  Mr.
Hultquist  served on the board of directors  of the PGA TOUR John Deere  Classic
and was its Chairman for the July 2001  tournament.  Mr. Hultquist serves on the
board of The  Robert  Young  Center  for  Mental  Health  and is a member of the
Augustana College board of trustees and serves on its Planned Giving Council. He
also serves on the Board of the TPC at Deere Run and as Finance  Chairman of the
William  Butterworth  Memorial Trust.  Mr.  Hultquist is a member of the Unified
Growth  Strategy-Policy  Committee of the Illinois Quad City Chamber of Commerce
and is a board member of the NewVentures Initiative.  He is also a member of the
American  Institute of CPAs and the Iowa Society of CPAs.  Along with Mr. Bauer,
Mr. Hultquist  received the 1998 Ernst & Young  "Entrepreneur of the Year" award
for the Iowa and Nebraska  region,  and was  inducted  into the Quad Cities Area
Junior Achievement Business Hall of Fame in 2003.

Mark  C.  Kilmer  is  President  of  The  Republic  Companies,  an  88-year  old
family-owned  group of businesses  headquartered in Davenport,  Iowa involved in
the wholesale equipment and supplies distribution of electrical,  refrigeration,
heating and  air-conditioning  systems.  Prior to joining  Republic in 1984, Mr.
Kilmer worked in the Management  Information  Systems Department of Standard Oil
of California  (Chevron) in San Francisco.  Mr. Kilmer  currently  serves on the
boards of Genesis Medical Center and Genesis Health System.  He is the immediate
two-term  past Chairman of the PGA TOUR John Deere Classic and the past Chairman
of the Scott County YMCA's board of directors. Mr. Kilmer has also served on the
boards  of  The  Genesis  Heart  Institute,  St.  Luke's  Hospital,   Rejuvenate
Davenport,  The Vera French  Foundation  and Trinity  Lutheran  Church and was a
four-time  Project Business  consultant for Junior  Achievement.  Mr. Kilmer has
been a director of Quad City Bank & Trust since February 1996.

                                       7


John K. Lawson  began his career with Deere & Company in 1958 as an  engineering
co-op trainee and retired in 2002. He received his mechanical engineering degree
in 1962, and by the mid 1960's,  he was assigned to the Deere & Company European
Office in Heidelberg,  Germany. His  responsibilities  included working with the
manufacturing engineering operations in eight European and African countries. He
returned  to  the  United  States  in  1968,   and  held  positions  in  several
manufacturing  operations,  including General Manager, Dubuque and Davenport. In
1985, Mr. Lawson was named Vice President, Manufacturing, Agricultural Equipment
Division.  In 1992, he became President,  Lawn and Grounds Care Division. In his
final  position with Deere & Company as Senior Vice  President,  Technology  and
Engineering  for Deere & Company,  Mr. Lawson was  responsible for the company's
engineering,   business  computer  systems,   quality,   supply  management  and
communications  areas.  He serves on the board of  directors  of the Iowa  State
University Foundation and Junior Achievement of the Quad Cities Area. Mr. Lawson
also  serves as an  Advisory  Board  Member for Varied  Investments,  located in
Muscatine,  Iowa. Mr. Lawson has been a director of Quad City Bank & Trust since
July 1997.

Ronald G.  Peterson is the President  and Chief  Executive  Officer of the First
State Bank of Western Illinois, located in La Harpe, Illinois, and has served in
that position since 1982. Mr.  Peterson is also President of that bank's holding
company,  Lamoine Bancorp,  Inc. He currently serves as President of the LaHarpe
Educational Foundation,  Treasurer of the Western Illinois University Foundation
and a  member  of the  McDonough  District  Hospital  Development  Council.  Mr.
Peterson has been a director of Quad City Bank & Trust since October 1993.

Henry Royer is a 30-year veteran of the banking industry who served as President
of  Merchants  National  Bank in  Cedar  Rapids,  IA from  1983 to  1994.  He is
currently Executive Vice President of Berthel Fisher Planning,  Inc.,  President
of Berthel SBIC,  LLC and General  Manager of Berthel Growth and Income Trust I.
Mr.  Royer  currently  serves as the  Chairman of the board of  directors of the
Mid-America  Housing  Partnership.  He is the past President of the Cedar Rapids
Chamber of Commerce and the past  Chairman of Priority One. Mr. Royer has served
as a  director  or trustee  for many Cedar  Rapids  companies  and  institutions
including  the Cedar Rapids Art Museum,  Coe College,  Iowa  Electric  Light and
Power Company, Mercy Hospital and United Way. Mr. Royer has been the Chairman of
the board of directors of Cedar Rapids Bank & Trust since September 2001.

                 CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

General.  Currently,  there are nine  members of the board of  directors  of QCR
Holdings.   Generally,   the  board  oversees  our  business  and  monitors  the
performance  of our  management.  In accordance  with our  corporate  governance
procedures,  the board does not involve itself in the  day-to-day  operations of
QCR Holdings,  which is monitored by our executive officers and management.  Our
directors  fulfill  their  duties  and  responsibilities  by  attending  regular
meetings of the full board,  which are held on a quarterly basis.  Additionally,
the  Executive  Committee,  which is comprised of directors who are deemed to be
"independent"  pursuant to the listing  requirements of the Nasdaq Stock Market,
Inc.,  also  meets  quarterly  and has the  authority  to carry  out many of the
oversight  functions of the full board.  Our directors also discuss business and
other  matters  with Mr.  Hultquist,  our  Chief  Executive  Officer,  other key
executives and our principal  external  advisers  (legal  counsel,  auditors and
other consultants).

Directors,  Baird,  Brownson,  Lawson,  Peterson  and Royer,  as well as nominee
Kilmer,  are deemed to be "independent"  as that term is defined by Nasdaq.  The
board of directors has established an Audit Committee, an Executive Committee, a
Compensation  and Benefits  Committee  and a Technology  Committee.  The current
charters of the Audit Committee and the Executive Committee are available on our
banking subsidiaries' websites at www.qcbt.com and www.crbt.com.  Also posted on
the websites is general information  regarding the company and our common stock,
many of our corporate  polices and links to our filings with the  Securities and
Exchange Commission.

A total of six regularly  scheduled and special  meetings were held by the board
of directors of QCR Holdings in 2003.  During that time, all directors  attended
at least 75 percent of the  meetings  of the board and the  committees  on which
they served during the period they served on the board.  Although we do not have
a  formal  policy  regarding  director  attendance  at the  annual  meeting,  we
encourage  and expect all of our  directors to attend.  Last year,  seven of the
nine directors were present at the annual meeting.

                                       8


All  directors of QCR Holdings  received  quarterly  fees of $2,000 and received
fees of $100 for  attendance  at each meeting of the board of  directors  during
2003. In addition,  non-employee  directors  received fees of $200 per committee
meeting  attended.  All directors of Quad City Bank & Trust  received  quarterly
fees of $1,500 and fees of $100 for  attendance  at each meeting of the board of
directors during 2003. In addition, non-employee directors received fees of $200
per committee meeting attended.  All non-employee directors of Cedar Rapids Bank
& Trust  received  fees of $450 for  attendance  at each meeting of the board of
directors and $200 for  attendance  at each  committee  meeting  during the 2003
year.

Audit  Committee.  The Audit Committee  consists of directors  Baird,  Brownson,
Lawson and Royer. Each of the members is considered  "independent"  according to
the Nasdaq  listing  requirements  and the  regulations  of the  Securities  and
Exchange  Commission.  The board of directors has determined that director Baird
qualifies as an "Audit Committee  Financial Expert" under the regulations of the
Securities  and Exchange  Commission.  The board based this decision on director
Baird's educational and professional experience.

The Audit Committee met five times in 2003.

The functions performed by the Audit Committee include,  but are not limited to,
the following:

o    selecting our independent  auditors and  pre-approving  all engagements and
     fee arrangements;

o    reviewing the independence of the independent auditors;

o    reviewing  actions by  management  on  recommendations  of the  independent
     auditors and internal auditors;

o    meeting with management, the internal auditors and the independent auditors
     to review the  effectiveness of our system of internal control and internal
     audit procedures;

o    reviewing our earnings  releases and reports filed with the  Securities and
     Exchange Commission; and

o    reviewing reports of bank regulatory  agencies and monitoring  management's
     compliance with recommendations contained in those reports.

In 2003, the Audit Committee  requested  proposals from five accounting firms to
provide independent external audit services to QCR Holdings.  After an extensive
review of the proposals, the Audit Committee selected McGladrey & Pullen, LLP to
provide these services.

To promote  independence  of the audit function,  the Audit  Committee  consults
separately and jointly with the independent auditors,  the internal auditors and
management.  The Audit Committee has adopted a written charter, which sets forth
the committee's duties and responsibilities. Our current charter was attached to
our 2001 proxy  statement,  is  available on our  websites at  www.qcbt.com  and
www.crbt.com and a copy is also attached as Exhibit A to this proxy statement.

Executive  Committee.  The  Executive  Committee is comprised of Messrs.  Baird,
Brownson,  Lawson, Peterson and Royer, each of whom is considered  "independent"
according to the Nasdaq listing requirements. The Executive Committee is charged
with overseeing our corporate  governance  programs,  board policies,  committee
structure and membership reviewing and recommending the nominees for election to
the  board of  directors,  and  reviewing  and  establishing  the  salaries  and
compensation of our executive officers. In carrying out the nominating function,
the  committee is charged with  identifying  and  nominating  individuals  to be
presented  to our  stockholders  for  election  or  re-election  to the board of
directors. The committee also reviews and monitors our policies,  procedures and
structure   as  they   relate   to   corporate   governance.   The   committee's
responsibilities  and functions are further  described in its charter,  which is
available  on our  websites at  www.qcbt.com  and  www.crbt.com.  The  Executive
Committee met five times in 2003.

                                       9


Director  Nominations  and  Qualifications.   In  carrying  out  its  nominating
function, the Executive Committee evaluates all potential nominees for election,
including  incumbent  directors,  board nominees and those stockholder  nominees
included in the proxy statement,  in the same manner.  Generally,  the committee
believes  that,  at a  minimum,  directors  should  possess  certain  qualities,
including  the  highest  personal  and  professional  ethics  and  integrity,  a
sufficient  educational and  professional  background,  demonstrated  leadership
skills,  sound judgment,  a strong sense of service to the communities  which we
serve and an ability to meet the  standards  and duties set forth in our code of
business conduct and ethics. The committee also evaluates  potential nominees to
determine if they have any conflicts of interest  that may interfere  with their
ability to serve as  effective  board  members,  to  determine  if they meet QCR
Holdings' age  eligibility  requirements (a person who has reached age 72 before
the date of the annual meeting is not eligible for election to the board) and to
determine whether they are "independent" in accordance with Nasdaq requirements,
to ensure  that at least a majority  of the  directors  will,  at all times,  be
independent.  The  committee  has not, in the past,  retained any third party to
assist it in identifying candidates,  but it has the authority to retain a third
party firm or professional for the purpose of identifying candidates.

By mutual  agreement of John W. Schricker,  a current director whose term is set
to expire this year, and the board, Mr. Schricker decided not to seek reelection
to the board of  directors.  Mr.  Schricker  retired as  President  of Quad City
Bancard,  Inc. in November 2003. As a result,  Mr.  Hultquist,  Chief  Executive
Officer of QCR Holdings,  Mr. Bauer, Chairman of the Board of QCR Holdings,  and
the  independent  members of the board  decided to look to the  directors of QCR
Holdings'  subsidiaries  for  potential  candidates.  Using  the  same  criteria
discussed above, they recommended to the Executive Committee that Mark C. Kilmer
be nominated for director.  The Executive  Committee reviewed the nomination and
determined  that Mr. Kilmer should be a nominee for director  along with Messrs.
Hultquist and Helling,  both incumbent directors.  The board did not receive any
stockholder nominations for director for the 2004 annual meeting.

Stockholder Communication with the Board, Nomination and Proposal Procedures.

General  Communications  with the Board.  Stockholders may contact QCR Holdings'
board of directors by contacting  Todd A. Gipple,  Corporate  Secretary,  at QCR
Holdings,  Inc.,  3551-7th Street,  Suite 204,  Moline,  Illinois 61265 or (309)
743-7745.  All comments will be forwarded  directly to the Chairman of the board
of directors.

Nominations of Directors. In order for a stockholder nominee to be considered by
the Executive  Committee to be its nominee and included in our proxy  statement,
the nominating  stockholder must file a written notice of the proposed  director
nomination with our Corporate Secretary, at the above address, at least 120 days
prior to the  anniversary  of the date the previous  year's proxy  statement was
mailed to  stockholders.  Nominations  must include the full name and address of
the proposed nominee and a brief description of the proposed  nominee's business
experience  for at least  the  previous  five  years.  All  submissions  must be
accompanied  by the  written  consent of the  proposed  nominee to be named as a
nominee  and to serve as a  director  if  elected.  The  committee  may  request
additional  information  in  order  to make a  determination  as to  whether  to
nominate the person for director.

In accordance with our bylaws,  a stockholder may otherwise  nominate a director
for election at an annual meeting of stockholders  by delivering  written notice
of the nomination to our Corporate  Secretary,  at the above  address,  not less
than 30 days nor more  than 75 days  prior  to the date of the  annual  meeting,
provided,  however,  that if less than 40 days'  notice of the meeting is given,
notice by the stockholder, to be timely, must be delivered no later than 10 days
from the date on which  notice of the  meeting  was  mailed.  The  stockholder's
notice of intention to nominate a director must include (i) the name and address
of  record  of the  nominating  stockholder;  (ii)  a  representation  that  the
stockholder  is a record  holder  entitled to vote at the meeting and intends to
appear in person or by proxy at the  meeting to  nominate  the person or persons
specified in the notice;  (iii) the name, age, business and residence addresses,
and principal  occupation or employment of each nominee;  (iv) a description  of
all arrangements or understandings  between the stockholder and each nominee and
any other person or persons  (naming  such person or persons)  pursuant to which
the nomination or nominations are to be made by the  stockholder;  (v) any other
information  regarding each proposed nominee as would be required to comply with
the rules and regulations  set forth by the Securities and Exchange  Commission;
and (vi) the consent of each  nominee to serve as a director of the  corporation
if so  elected.  We may  request  additional  information  after  receiving  the
notification for the purpose of determining the proposed  nominee's  eligibility
to serve as a director.  Persons nominated for election to the board pursuant to
this paragraph will not be included in our proxy statement.

                                       10


Other  Stockholder  Proposals.  To be  considered  for  inclusion  in our  proxy
statement  and  form of proxy  for our  2005  annual  meeting  of  stockholders,
stockholder proposals must be received by our Corporate Secretary,  at the above
address,  no later than November 25, 2004,  and must  otherwise  comply with the
notice and other  provisions of our bylaws,  as well as Securities  and Exchange
Commission rules and regulations.

For proposals to be otherwise brought by a stockholder at an annual meeting, the
stockholder  must  file a  written  notice  of  the  proposal  to our  Corporate
Secretary  not less than 30 days nor more than 75 days  prior to the date of the
annual  meeting,  provided,  however,  that if less than 40 days'  notice of the
meeting is given, notice by the stockholder,  to be timely, must be delivered no
later than 10 days from the date on which notice of the meeting was mailed.  The
notice must set forth:  (i) a brief  description of the proposal and the reasons
for  conducting  such business at the meeting;  (ii) the name and address of the
proposing  stockholder;  (iii) the number of shares of the corporation's  common
stock  beneficially owned by the stockholder on the date of the notice; and (iv)
any financial or other interest of the stockholder in the proposal.  Stockholder
proposals  brought  under  this  paragraph  will not be  included  in our  proxy
statement.

Independent Director Sessions.  Consistent with the Nasdaq listing requirements,
the independent directors regularly have the opportunity to meet without Messrs.
Bauer,  Helling or  Hultquist  in  attendance.  In 2003,  the board of directors
created the  position of a lead  independent  director  and  appointed  director
Brownson to serve in this position.  The lead  independent  director assists the
board in assuring  effective  corporate  governance and serves as chairperson of
the independent director sessions.

Compensation and Benefits  Committee.  The  Compensation and Benefits  Committee
consists of directors Bauer, Hultquist, Helling and Lawson, as well as Arthur L.
Christofferson,  director of Cedar Rapids Bank & Trust and Joyce E. Bawden, John
H.  Harris and Cathie S.  Whiteside,  directors  of Quad City Bank & Trust.  The
Compensation and Benefits  Committee has authority to perform policy reviews and
to oversee and direct the compensation and personnel functions of the employees,
with the  exception of our executive  officers.  The  Compensation  and Benefits
Committee met three times during 2003.

Technology  Committee.  The Technology  Committee  consists of directors  Bauer,
Helling,  Hultquist,  Ann M. Lipsky,  director of Cedar Rapids Bank & Trust, and
John H. Harris and Cathie S. Whiteside, directors of Quad City Bank & Trust. The
Technology  Committee  reviews  the  technology  plans of QCR  Holdings  and our
subsidiaries  for the future.  The  Technology  Committee  met four times during
2003.

Code of  Business  Conduct and  Ethics.  We have a code of business  conduct and
ethics in place that applies to all of our  directors  and  employees.  The code
sets  forth the  standard  of ethics  that we expect  all of our  directors  and
employees to follow,  including our Chief Executive  Officer and Chief Financial
Officer. The code is posted on our websites at www.qcbt.com and www.crbt.com. We
intend  to  satisfy  the  disclosure  requirements  under  Item 10 of  Form  8-K
regarding  any  amendment  to or waiver of the code  with  respect  to our Chief
Executive Officer and Chief Financial  Officer,  and persons  performing similar
functions, by posting such information on our website.

               PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
                      REGARDING AUTHORIZED SHARES OF STOCK

General

Our  board  of  directors  has  unanimously  approved,  and  recommends  to  our
stockholders for their approval and adoption, an amendment to the certificate of
incorporation  that would increase the number of our authorized shares of common
stock from 5,000,000 shares to 10,000,000 shares.

As of March 17, 2004,  we had  2,873,561  and  2,813,415  shares of common stock
issued  and  outstanding,  respectively,  and  no  preferred  stock  issued  and
outstanding.  Our board of directors believes that this proposed amendment is in
the best interests of QCR Holdings and our  stockholders.  Holders of a majority
of the  outstanding  shares of our common  stock as of the close of  business on
March 17, 2004, must approve the amendment of our  certificate of  incorporation
to increase  the number of  authorized  shares of QCR  Holdings'  common  stock.
Unless instructed to the contrary,  all shares represented by proxy cards signed
and returned to us will be voted in favor of the adoption of this amendment.

Proposed Amendment to Certificate of Incorporation

If this amendment is approved by our stockholders, the first sentence of Article
IV of the certificate of incorporation will be amended to read as follows:

     "The total number of shares of capital  stock which the  corporation  shall
     have  authority to issue is 10,000,000  shares of Common  Stock,  par value
     $1.00 per share, and 250,000 shares of Preferred Stock, par value $1.00 per
     share."

                                       11


Reasons for the Proposed Amendment

This proposed  amendment  authorizes  additional  shares of common stock. If the
proposed  amendment is approved,  our board of directors will be able to use the
additional shares of common stock for a variety of purposes.

First, the additional shares of stock would provide us with shares of stock that
could be used to make  acquisitions  that may be  advisable  from  time to time.
These transactions could include the acquisition of additional branch locations,
subsidiaries or bank or thrift holding companies.  Although no such transactions
are planned for the immediate future, we believe that it is in our best interest
to have  available a sufficient  number of authorized  shares of common stock if
such transactions become advisable.

Second, the additional shares of stock authorized by the amendment could be used
to raise additional working capital for QCR Holdings or any of our subsidiaries.
It is possible that our board of directors may in the future decide to conduct a
private or public offering of stock to raise additional capital for contribution
to our subsidiaries and for general  corporate  purposes.  Although our board of
directors  does not  currently  have any specific  plans in this  regard,  these
shares would be available for that purpose.

Third,  additional  authorized  shares of common stock could be used to fund the
grant of stock options to our officers,  employees and  directors.  Equity based
compensation can be used to provide  additional  incentive to personnel  without
causing an immediate adverse effect on our profitability. Moreover, the grant of
stock  options  can  perhaps  be used to  retain  valuable  employees  who might
otherwise be lured away by the promise of higher cash salaries from competitors.

Fourth, additional authorized shares of common stock could be used for a variety
of other purposes, including the declaration of a stock split or stock dividend.
It is possible that our board of directors may in the future decide to declare a
stock split or stock dividend.

The  increase  in the  authorized  number of shares of stock would allow for the
possibility  of  substantial  dilution  of  the  voting  power  of  our  current
stockholders, although no dilution will occur as a direct result of the increase
in the number of our  authorized  shares.  The degree of any dilution that would
occur following the issuance of any additional shares of stock would depend upon
the  number of shares of stock that are  actually  issued in the  future,  which
cannot be  determined  at this time.  Issuance of a large  number of  additional
voting  shares  could  significantly  dilute  the voting  power of our  existing
stockholders.

The existence of a substantial number of authorized and unissued shares of stock
could also impede an attempt to acquire  control  because our board of directors
would have the  ability to issue  additional  shares of stock in response to any
such attempt. We are not aware at this time of any attempt to acquire control of
QCR  Holdings,  and no  decision  has been made as to  whether  any or all newly
authorized  but  unissued  shares of stock  would be issued in  response  to any
attempt of that kind.

Stockholder Vote Necessary For Approval of the Amendment

To be approved by our stockholders,  this amendment must receive the affirmative
vote of the majority of the outstanding shares of our common stock. Our board of
directors  believes that the adoption of this amendment is in the best interests
of our  stockholders  and  unanimously  recommends that you vote your shares FOR
this amendment.

                        APPROVAL OF STOCK INCENTIVE PLAN

On January 23, 2004,  our board of  directors  unanimously  adopted  resolutions
approving the QCR Holdings 2004 Stock  Incentive  Plan,  subject to  stockholder
approval,  to  promote  equity  ownership  of QCR  Holdings  by  our  directors,
officers,   employees,   consultants   and   advisors  to  sustain  a  sense  of
proprietorship  and  personal  involvement  in  the  continued  development  and
financial  success of QCR Holdings and its affiliates,  and to encourage them to
remain with and devote  their best  efforts to our  business and the business of
our  affiliates,  thereby  advancing  the  interests  of QCR  Holdings  and  its
stockholders.  A summary of the Stock  Incentive  Plan is set forth below.  This
summary is qualified in its entirety by reference to the Stock Incentive Plan, a
copy is attached as Exhibit B to this proxy statement.

Administration

The Stock Incentive Plan is to be administered by the Executive Committee,  each
member of which is a non-employee  director.  Among other things,  the committee
will have the authority to select individuals to whom awards may be granted,  to
determine the terms of each award,  to interpret the  provisions of the plan, to
correct  any  defects or  inconsistencies  in the plan or any award and to adopt
rules, regulations, forms and agreements that it may deem necessary or advisable
for the administration of the plan.

                                       12


Shares Subject to the Plan

The  aggregate  number of shares that may be obtained  by  directors,  officers,
employees,  consultants  and  advisors  under the plan is 150,000  shares.  Each
person is eligible to receive  awards with  respect to an  aggregate  maximum of
100,000 shares over the term of the plan. Any shares that remain unissued at the
termination  of the plan  will  cease  to be  subject  to the  plan,  but  until
termination,  QCR Holdings  will make  available  sufficient  shares to meet the
requirements of the plan.

Options

The board may issue options that constitute  incentive stock options to officers
and  employees  and  nonqualified  options to  directors,  officers,  employees,
consultants and advisors.  Each option granted under the plan will be subject to
the terms and conditions set by the committee,  including option price,  vesting
schedule and option term.  The option price of incentive  options  granted under
the plan must be 100% of the fair market value of a share on the date the option
is granted.  For  individuals  owning more than 10% of the total combined voting
power of all classes of capital stock of QCR Holdings,  the option price must be
at least  110% of the fair  market  value of a share on the date the  option  is
granted.  Incentive  stock  options are also subject to the further  restriction
that the  aggregate  fair market value  (determined  as of the date of grant) of
common stock as to which any incentive stock option first becomes exercisable in
any calendar  year,  is limited to $100,000.  Under the terms of the plan and in
connection  with the listing  standards of Nasdaq,  no option may be repriced to
reduce the exercise price of such option without stockholder approval (except in
connection with a change in our capitalization).

The exercise price of an option must be paid in full (i) in cash; (ii) in common
stock valued at its fair market  value on the date of exercise,  provided it has
been owned by the optionee  for at least six (6) months  prior to the  exercise;
(iii) in cash by an unaffiliated  broker-dealer to whom the holder of the option
has submitted an exercise notice consisting of a fully endorsed option;  (iv) by
agreeing to surrender Stock Appreciation Rights ("SARs") then exercisable valued
at  their  fair  market  value on the date of  exercise;  (v) by other  means of
payment as authorized by the committee; or (vi) by any combination of the above,
as elected by the  optionee.  Options  may not be  exercised  more than ten (10)
years after the date of grant. In the case of a 10% or more stockholder, options
may not be exercised more than five (5) years after the date of grant.

Tax Benefit Rights

In addition to the options  authorized  under the plan,  the  committee may also
issue Tax Benefit  Rights  ("TBRs") to  individuals in tandem with options under
the plan.  Each TBR granted will relate to a specific option under the plan, and
will be awarded to an  individual  concurrently  with the grant of that  option.
Each TBR entitles an  individual  to the  following  payment - the excess of the
fair market value of a share on the exercise date over the option  price,  times
the difference  between the highest rate of tax on ordinary income over the rate
of tax on capital  gains  (federal and state).  A TBR may be  exercised  only by
giving written notice to QCR Holdings and only at the same time as an individual
exercises options under the plan.

Restricted Stock Awards

The  Stock  Incentive  Plan also  provides  for the  award of  Restricted  Stock
(`RSAs"), which will be evidenced by a written agreement in a form authorized by
the committee. A grantee can accept an RSA only by signing and delivering to QCR
Holdings a purchase  agreement  and full payment of the purchase  price,  within
thirty (30) days from the date the RSA  agreement  was delivered to the grantee.
If the grantee does not accept the RSA in this manner  within  thirty (30) days,
then the  offer of the RSA  will  terminate,  unless  the  committee  determines
otherwise.

RSAs  awarded  under  the  plan  will  be  subject  to  terms,   conditions  and
restrictions as determined by the committee at the time of grant, including: (i)
prohibitions  against  transfer;  (ii)  substantial  risks of forfeiture;  (iii)
attainment of performance  objectives;  and (iv) repurchase by or right of first
refusal of QCR Holdings.  The committee may, in its  discretion,  accelerate the
expiration of the restriction period with respect to any part or all of the RSAs
awarded to a grantee.  RSAs awarded, and the right to vote underlying shares and
to receive dividends thereon, may not be sold, assigned, transferred, exchanged,
pledged,  hypothecated or otherwise  encumbered  during the restriction  period,
except under limited  circumstances.  Each certificate issued in connection with
the RSAs will be deposited with QCR Holdings, or its designee,  and will bear an
appropriate  legend  referencing  the applicable  restrictions.  Each restricted
stock   agreement  will  specify  the  terms  and  conditions   upon  which  any
restrictions on shares awarded under the plan will lapse.  Upon the lapse of the
restrictions,  shares  (which will not  contain a  restrictive  legend)  will be
issued  to the  grantee.  If a  grantee  is  terminated  prior  to the  lapse of
restrictions  applicable to RSAs awarded, those shares will be forfeited without
payment and without any future right or interest therein.

                                       13


Stock Appreciation Rights

The committee may also award Stock Appreciation  Rights under the plan ("SARs"),
which may be granted  separately  or in tandem with or by reference to an option
granted  prior  to or  simultaneously  with  the  grant  of  SARs,  to  eligible
directors,  officers,  employees,  consultants  and  advisors as selected by the
committee.  The  SARs  will  be  evidenced  by a  written  agreement  in a  form
authorized by the committee.

SARs may be granted in tandem with or with  reference  to a related  option,  in
which event the grantee may elect to exercise  either the option or the SAR, but
not both, as to the same share subject to the option and the SAR, or the SAR may
be  granted  independently  of a  related  option.  SARs will  generally  not be
transferable,  except under limited circumstances.  Upon exercise of an SAR, the
grantee will be paid,  in cash,  the excess of the then fair market value of the
number of shares to which the SAR  relates  over the fair  market  value of such
number of shares at the date of grant of the SAR or of the  related  option,  as
the case may be.

Amendment and Termination

The board may amend, suspend or terminate the plan or any portion thereof at any
time, but no amendment may be made without  approval of the  stockholders  which
will  materially  increase the aggregate  number of shares with respect to which
incentive stock option awards may be made under the plan, or change the class of
persons eligible to receive incentive stock option awards under the plan.

Term of the Plan

The plan will  become  effective  upon the date of its  adoption  by the  board,
provided  that  incentive  stock  options  may be  granted  only if the  plan is
approved by the stockholders  within twelve (12) months before or after the date
of adoption by the board. Unless sooner terminated, options, TBRs, RSAs and SARs
may not be granted  under the plan after the  expiration  of ten (10) years from
the effective date. However, awards may be exercisable after the end of the term
of the plan.

Stockholder Vote Necessary For Approval of the Stock Incentive Plan

The affirmative  vote of the holders of a majority of the shares of common stock
present in person or by proxy at the annual  meeting is  required to approve the
Stock Incentive Plan. Our board of directors  unanimously  recommends a vote FOR
the proposed Stock Incentive Plan.

                      EQUITY COMPENSATION PLAN INFORMATION

The table below sets forth the following information as of December 31, 2003 for
(i) all compensation plans previously approved by QCR Holdings' stockholders and
(ii)  all   compensation   plans  not  previously   approved  by  QCR  Holdings'
stockholders:

(a)  the number of  securities  to be issued upon the  exercise  of  outstanding
     options, warrants and rights;

(b)  the weighted-average  exercise price of such outstanding options,  warrants
     and rights; and

(c)  other than  securities  to be issued upon the exercise of such  outstanding
     options,  warrants and rights, the number of securities remaining available
     for future issuance under the plans.

                                                    EQUITY COMPENSATION PLAN INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     Number of securities
                                        Number of securities                                       remaining available for
                                          to be issued upon                                      future issuance under equity
                                             exercise of          Weighted-average exercise     compensation plans (excluding
                                        outstanding options,    price of outstanding options,      securities reflected in
                                         warrants and rights         warrants and rights                 column (a))
            Plan category                        (a)                         (b)                             (c)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                       
Equity compensation plans
  approved by security holders .....            151,596                     $12.92                        116,244 (1)
Equity compensation plans
  not approved by security holders .                  -                          -                                -
                                                ---------------------------------------------------------------------
        Total.......................            151,596                     $12.92                        116,244 (1)
                                                =====================================================================

(1)  Includes  91,327 shares  available  under the QCR Holdings,  Inc.  Employee
     Stock Purchase Plan.



                                       14


                             EXECUTIVE COMPENSATION

The following table sets forth  information  concerning the compensation paid or
granted  to QCR  Holdings'  Chief  Executive  Officer  and the  other  executive
officers who had an aggregate  salary and bonus which exceeded  $100,000 for the
year ended December 31, 2003.

                                                SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 Long-Term
                                                                                                Compensation
                                                           Annual Compensation                     Awards
                                             --------------------------------------------       ------------
            (a)                   (b)             (c)           (d)              (e)                (g)                (i)
                                                                                                 Securities
                                                                             Other Annual        Underlying         All Other
Name and                     Calendar Year                                   Compensation         Options/        Compensation
Principal Position                (1)        Salary($)(2)   Bonus($)(3)         ($)(4)            SARs(#)              ($)
---------------------------- --------------- -------------- ------------- ------------------- ----------------- ------------------
                                                                                              
Douglas M. Hultquist              2003       $   175,000    $    94,792      $  41,756        $       --        $   27,046(6)
President and Chief               2002       $   172,500    $   116,146      $  33,558        $       --        $   21,701(7)
Executive Officer of              2001       $   170,000    $    65,000      $      --        $    5,000        $   24,820(8)
QCR Holdings,
Chairman of Quad City
Bank & Trust

Michael A. Bauer                  2003       $   175,000    $    94,792      $  54,281        $       --        $   32,046(6)
Chairman of QCR                   2002       $   172,500    $   116,146      $  15,587        $       --        $   30,213(7)
Holdings, President               2001       $   170,000    $    65,000      $      --        $    5,000        $   29,820(8)
and Chief Executive
Officer of Quad City
Bank & Trust

Larry J. Helling(5)               2003       $   163,000    $    75,790      $      --        $       --        $   23,801(6)
President and Chief               2002       $   161,500    $    49,800      $      --        $       --        $   21,677(7)
Executive Officer of              2001       $   124,450    $    16,000      $      --        $   18,100        $   12,964(8)
Cedar Rapids Bank &
Trust

Todd A. Gipple                    2003       $   132,600    $    38,675            ---             1,500        $   20,333(6)
Executive Vice President,         2002       $   127,500    $    58,700            ---             1,575        $   20,434(7)
Chief Financial Officer           2001       $   120,000    $    33,000            ---             4,100        $    8,287(8)
and Secretary of QCR
Holdings


(1)  QCR  Holdings  changed  its  fiscal  year end from June 30 to  December  31
     following  its filed  Form 10-K for the fiscal  year  ended June 30,  2002.
     Therefore,  the  Summary  Compensation  Table has been  restated to include
     information  regarding the compensation of the named executive officers for
     the fiscal year 2003 and the  calendar  years ended  December  31, 2002 and
     2001.

(2)  Includes  amounts  deferred  under  the QCR  Holdings,  Inc.  401(k)/Profit
     Sharing Plan (the "401(k) Plan") and the deferred compensation agreements.

(3)  As indicated  above,  bonus  payments have been restated to a calendar year
     basis from a fiscal  year basis for the years 2002 and 2001.  The bonus for
     2003 was paid in  February  2004.  The bonus  for the six month  transition
     period ended December 2002 was paid in January 2003 for Messrs. Helling and
     Gipple,  and in two  installments  in January 2003 and May 2003 for Messrs.
     Bauer and Hultquist. Bonuses were previously paid in July each year.

(4)  Represents amount of tax benefit rights paid on behalf of Messrs. Bauer and
     Hultquist in connection with their exercise of stock options.

(5)  Mr. Helling joined Cedar Rapids Bank & Trust as Chief Executive  Officer in
     April 2001.

(6)  During the 2003 calendar year,  each individual had  contributions  made to
     the 401(k) Plan for his benefit as follows:  Messrs.  Hultquist and Bauer -
     $10,996; Mr. Helling - $10,823; and Mr. Gipple - $9,537. In addition,  each
     received  term  life  insurance  which  had a per  person  premium  cost as
     follows:  Messrs. Hultquist and Bauer - $1,050; Mr. Helling - $978; and Mr.
     Gipple  -  $796.  In  addition,   pursuant  to  the  deferred  compensation
     agreements entered into between QCR Holdings and each of Messrs. Hultquist,
     Bauer, Helling and Gipple, QCR Holdings  contributed deferred  compensation
     as follows:  Mr.  Hultquist - $15,000,  Mr. Bauer - $20,000,  Mr. Helling -
     $12,000, and Mr. Gipple - $10,000.

                                       15


(7)  During the 2002 calendar year,  each individual had  contributions  made to
     the 401(k)  Plan for his benefit as follows:  Mr.  Hultquist - $5,666;  Mr.
     Bauer - $9,178; Mr. Helling - $8,712; and Mr. Gipple - $9,669. In addition,
     each received term life  insurance  which had a per person  premium cost as
     follows:  Messrs. Hultquist and Bauer - $1,035; Mr. Helling - $965; and Mr.
     Gipple  -  $765.  In  addition,   pursuant  to  the  deferred  compensation
     agreements entered into between QCR Holdings and each of Messrs. Hultquist,
     Bauer, Helling and Gipple, QCR Holdings  contributed deferred  compensation
     as follows:  Mr.  Hultquist - $15,000,  Mr. Bauer - $20,000,  Mr. Helling -
     $12,000, and Mr. Gipple - $10,000.

(8)  During the 2001 calendar year,  each individual had  contributions  made to
     the 401(k) Plan for his benefit as follows:  Messrs.  Hultquist and Bauer -
     $8,800,  Mr. Helling - $6,004,  and Mr. Gipple - $7,567. In addition,  each
     received  term  life  insurance  which  had a per  person  premium  cost as
     follows:  Messrs. Bauer and Hultquist - $1,020, Mr. Helling - $960, and Mr.
     Gipple  -  $720.  In  addition,   pursuant  to  the  deferred  compensation
     agreements entered into between QCR Holdings and each of Messrs. Hultquist,
     Bauer and  Helling,  QCR  Holdings  contributed  deferred  compensation  as
     follows:  Mr. Hultquist - $15,000,  Mr. Bauer - $20,000,  and Mr. Helling -
     $6,000.



The following  table sets forth certain  information  concerning  the number and
value of stock  options  granted in the 2003  calendar  year to the  individuals
named in the Summary Compensation Table.


                                         OPTION GRANTS IN 2003 CALENDAR YEAR
-----------------------------------------------------------------------------------------------------------------------
                                                  Individual Grants
-----------------------------------------------------------------------------------------------------------------------
             (a)                     (b)               (c)               (d)               (e)               (f)
                                                    % of Total
                                   Options       Options Granted     Exercise or                          Grant Date
                                   Granted       to Employees in     Base Price         Expiration      Present Value
             Name                   (#)(1)             Year            ($/Sh)              Date           ($)(2)(3)
-----------------------------------------------------------------------------------------------------------------------
                                                                                         
Douglas M. Hultquist                    ---            ---           $      ---            ---            $    ---
Michael A. Bauer                        ---            ---           $      ---            ---            $    ---
Larry J. Helling                        ---            ---           $      ---            ---            $    ---
Todd A. Gipple                        1,500           30.6%          $    17.11      January 5, 2013      $ 10,380


(1)  Options vest in five equal annual portions beginning one year from the date
     of grant.

(2)  The  Black-Scholes  valuation  model was used to  determine  the grant date
     present values.  Significant assumptions include:  risk-free interest rate,
     4.33%;  expected  option life,  10 years;  expected  volatility  23.87% and
     expected dividends, 0.58%.

(3)  The ultimate value of the options will depend on the future market price of
     our common stock,  which cannot be forecast with reasonable  accuracy.  The
     actual  value,  if any, an  executive  may realize  upon the exercise of an
     option will depend on the excess of the market  value of our common  stock,
     on the date the option is exercised, over the exercise price of the option.



The following  table sets forth  certain  information  concerning  the number of
stock options and Stock  Appreciation  Rights ("SARs") at December 31, 2003 held
by the individuals named in the Summary Compensation Table.

                          AGGREGATED OPTION/SAR EXERCISES IN 2003 CALENDAR YEAR ANDCY-END
                                                 OPTION/SAR VALUES
--------------------------------------------------------------------------------------------------------------------
          (a)                 (b)            (c)                   (d)                            (e)
                                                                Number of                      Value of
                                                               Securities                     Unexercised
                                                               Underlying                    in-the-money
                                                               Unexercised                   Options/SARs
                                                             Options/SARs at                      at
                                                               CY End (#)                     CY End ($)
--------------------------------------------------------------------------------------------------------------------
                            Shares
                          Acquired on      Value
          Name            Exercise (#)  Realized ($)  Exercisable   Unexercisable    Exercisable    Unexercisable
--------------------------------------------------------------------------------------------------------------------
                                                                                  
Douglas M. Hultquist         16,000       $217,855        19,250         4,500        $  219,519     $  70,763
Michael A. Bauer             20,000       $281,425        19,250         4,500        $  219,519     $  70,763
Larry J. Helling              ---            ---           7,240        10,860        $  126,706     $ 190,059
Todd A. Gipple                ---            ---           6,515         8,260        $  101,075     $ 128,616


                                       16


Employment  and  Deferred  Compensation  Agreements  with  Michael  A. Bauer and
Douglas M.  Hultquist.  We entered into new employment  agreements  with Messrs.
Bauer and Hultquist dated January 1, 2004.  These  agreements  amend and restate
the prior employment  agreements,  dated July 1, 2000, under which Messrs. Bauer
and Hultquist served.  The new agreements each have a three-year term and in the
absence of notice from either party to the contrary,  the employment  term under
each  agreement  extends for an additional  one year on the  anniversary of each
agreement.  Pursuant to these agreements,  Messrs. Bauer and Hultquist will each
receive minimum salaries of $175,000.  The agreements include provisions for the
increase of compensation on an annual basis, performance bonuses,  membership in
various local clubs, an automobile  allowance and  participation  in our benefit
plans. The agreements  further provide for severance  compensation  equal to one
year of their respective  salaries plus average annual bonuses in the event they
are  terminated  without  cause  and  three  times  the sum of their  respective
salaries  and average  annual  bonuses if they are  terminated  upon a change in
control.

Messrs.  Bauer  and  Hultquist  also  entered  into  new  deferred  compensation
agreements with us on January 1, 2004.  These  agreements  amend and restate the
prior agreements,  dated July 1, 2000. Under Mr. Hultquist's  agreement,  he may
defer up to $15,000 of his salary annually and we will match the amount deferred
by him.  Under Mr. Bauer's  agreement,  he may defer up to $20,000 of his salary
annually and we will match the amount  deferred by him. Full benefits  under the
agreements  will be payable to Messrs.  Bauer and  Hultquist  when they reach 65
years of age.

Employment and Deferred Compensation Agreements with Todd A. Gipple and Larry J.
Helling. We also entered into new employment  agreements with Messrs. Gipple and
Helling dated January 1, 2004. Mr. Gipple's employment  agreement,  which amends
and restates his prior employment agreement dated January 5, 2000, provides that
Mr. Gipple is to receive a minimum salary of $140,500.  The agreement includes a
provision  for the  increase in  compensation  on an annual  basis,  performance
bonuses,  membership  in a  Quad  Cities  country  club,  a  monthly  automobile
allowance and participation in our benefit plans. The agreement further provides
that he is entitled to a payment equal to six months of his salary plus one-half
of his average annual bonus if he is terminated  without cause and two times his
annual  salary and average  annual  bonus if he is  terminated  upon a change in
control. Mr. Gipple also entered into a new deferred compensation agreement with
us on January 1, 2004,  which  amends and  restates  his prior  agreement  dated
January 1, 2002,  under which he may defer up to $10,000 of his salary  annually
and we will match the amount deferred by him.

Mr.  Helling's  employment  agreement,  which  amends  and  restates  his  prior
employment  agreement  dated April 11,  2001,  provides  that Mr.  Helling is to
receive a base annual salary of $167,000. The agreement includes a provision for
the increase in compensation on an annual basis, performance bonuses, membership
in various  country  clubs, a monthly  automobile  allowance,  participation  in
certain cash incentive  programs and  participation  in our benefit  plans.  The
agreement  further  provides for a severance  payment equal to six months of his
salary  in the event of a  termination  without  cause and two times his  annual
salary in the event of a termination upon a change in control.  Mr. Helling also
entered into a new deferred  compensation  agreement with us on January 1, 2004,
which amends and restates his prior agreement dated April 11, 2001,  under which
he may defer up to $12,000 of his salary  annually  and we will match the amount
deferred by him.

All of the employment  agreements  described above are terminable at any time by
either our board of directors or the respective  officer. We may terminate these
agreements  at  any  time  for  cause  without  incurring  any  post-termination
obligation to the terminated  officer.  If the officers are  terminated  without
cause or upon a change in control,  we must make severance payments as described
in the previous  sections.  In addition to the  severance  payments that must be
made, we must also pay all accrued  salary,  vested  deferred  compensation  and
other  benefits then due each officer.  The employment  agreements  also contain
non-compete  provisions,  which  provide  that each officer is  prohibited  from
competing  with us or our  subsidiaries  within a  60-mile  radius of any of our
offices for a period of two years following the termination of the agreement.

Compensation Committee Interlocks and Insider Participation

During 2003, the Executive  Committee,  which sets the salaries and compensation
for our executive  officers,  was  comprised  solely of  independent  directors;
Messrs.  Baird,  Brownson,  Lawson,  Peterson and Royer.  The  Compensation  and
Benefits  Committee,  which sets the salaries and  compensation of all employees
who are not executive officers, consisted of Messrs. Bauer, Hultquist,  Helling,
Lawson,  Christofferson and Harris, Ms. Bawden and Ms. Whiteside. Messrs. Bauer,
Hultquist  and Helling are  executive  officers  and do not  participate  in any
decisions involving their own compensation.

                                       17


Executive Committee Report on Executive Compensation

The report of the Executive  Committee below shall not be deemed incorporated by
reference  by any  general  statement  incorporating  by  reference  this  proxy
statement  into  any  filing  under  the  Securities  Act of 1933 or  under  the
Securities Exchange Act of 1934, except to the extent QCR Holdings  specifically
incorporates  this  information by reference,  and shall not otherwise be deemed
filed under such Acts.

General. The Executive Committee is comprised of five "independent" directors of
QCR  Holdings.  The  committee is  committed  to providing a total  compensation
program that supports our long-term  business  strategy and performance  culture
and creates a commonality  of interest  within our  stockholders.  The Executive
Committee is responsible for the oversight of executive compensation and reviews
the compensation program of QCR Holdings on an ongoing basis.

The overall philosophy used by the Executive  Committee when making decisions is
as follows:

o    to provide  incentives  for  executive  officers to work  toward  achieving
     successful short-term and long-term goals and objectives;

o    to provide significant reward for achievement of superior  performance,  as
     well as significant risk to penalize substandard performance;

o    to create  significant  opportunity  and  incentive  for  executives  to be
     long-term stockholders;

o    to link executive  compensation  rewards to increases in shareholder value,
     as measured by favorable  long-term results and continued  strengthening of
     our financial condition;

o    to provide  flexibility to recognize,  differentiate  and reward individual
     performance; and

o    to facilitate stock ownership through granting of stock options.

For each executive  officer,  the Executive  Committee was  responsible  for the
establishment of base salary and bonuses paid, as well as an award level for the
annual incentive  compensation program, each of which is subject to the approval
of the non-employee directors.  The Executive Committee was also responsible for
the administration of the stock programs for the executive officers,  as well as
recommendations  regarding  other executive  benefits and plans,  subject to the
same approval process.

Additionally,  the  Executive  Committee  is  currently  considering  adopting a
Non-Qualified Supplemental Executive Retirement Agreement ("SERP") for executive
officers.  If adopted, the SERP would provide supplemental  retirement income to
certain key executive officers of QCR Holdings and our subsidiaries.

Salary and Bonus. The Executive  Committee  reviews each executive's base salary
on an  annual  basis.  It is the  Executive  Committee's  policy  that  the base
salaries of our executives should offer each executive  security and allow us to
attract  qualified   executives  and  maintain  a  stable  management  team  and
environment.  The Executive Committee targets base salaries at levels comparable
to those of comparable  positions  within the market place. We recently  entered
into new employment  contracts with each of our executive officers.  The initial
base salary provided in the agreements may be increased to reflect the executive
officer's   performance,   as  well  as  our  overall   financial   performance.
Additionally, base salaries are determined by examining, among other things, the
executive's level of responsibility, prior experience, length of time with us as
an  employee,  breadth of  knowledge  and internal  performance  objectives.  An
executive's  current salary in relation to the executive's  salary range and the
median  salary  practices  of the market place are also  considered.  All of the
factors  described herein are considered on a subjective basis in the aggregate,
and none of the factors is accorded a specific weight.

Annual  adjustments to an executive's base salary,  as well as the amount of any
bonus,   are  driven  by  corporate  and   individual   performance.   Corporate
performance, measured primarily in terms of earnings per share, return on equity
and  enhancement  of total  assets,  impacts  an  executive's  base  salary.  In
addition, the Executive Committee will also measure individual performance. When
measuring  individual   performance,   the  Executive  Committee  considers  the
individual's efforts in achieving established financial and business objectives,
both  short-term  and long-term  strategic  objectives,  managing and developing
employees and enhancing long-term relationships with customers.

                                       18


Annually, the Executive Committee evaluates four primary areas of performance in
determining the Chief Executive  Officer's  level of  compensation.  These areas
are:

o    our long-range strategic planning and implementation;

o    our financial performance;

o    our compliance with regulatory  requirements  and relations with regulatory
     agencies; and

o    the individual's  effectiveness of managing relationships with stockholders
     and the board of directors.

The base salary paid to Mr. Hultquist, as President and Chief Executive Officer,
during 2003 was also based in part upon the Executive  Committee's  satisfaction
with our profitability, asset growth and risk management. The primary evaluation
criteria are  considered  to be essential to our  long-term  viability  and were
given equal weight in the evaluation.  The Executive  Committee  determined that
Mr. Hultquist's  leadership had a significant impact on our attaining this level
of performance  while  maintaining our excellent  safety and soundness  ratings.
Additionally,  the  Executive  Committee  considered  Mr.  Hultquist's  personal
performance  as President  and Chief  Executive  Officer,  his  previous  years'
salaries  and  the  salary  levels  of  other   similarly   situated   financial
institutions in setting his base salary at $175,000 for 2003 and 2004.

Stock  Awards.  Our current  long-term  incentive  plans are intended to promote
equity  ownership in QCR  Holdings by the  directors  and selected  officers and
employees,  to  increase  their  proprietary  interest  in  our  success  and to
encourage them to remain with us as employees.  They also promote tax efficiency
and  replacement of benefit  opportunities  lost to regulatory  limits.  We have
established  the QCR  Holdings,  Inc.  401(k)/Profit  Sharing  Plan  and the QCR
Holdings,  Inc. Employee Stock Purchase Plan, each of which allows  participants
to purchase shares of our common stock.

We also granted stock  options in the past through the QCR  Holdings,  Inc. 1997
Stock Incentive Plan, which we are asking the stockholders to supplement at this
year's annual meeting with the 2004 Stock  Incentive  Plan. We use stock options
in our compensation program to reinforce our long-term perspective and to retain
valued  executives.  In the future, we may also grant restricted stock under the
2004 Stock  Incentive Plan as well as traditional  stock options,  as restricted
stock may give us more favorable tax treatment. We did not grant options to most
of our executive officers in 2003 because the 1997 plan was close to running out
of shares reserved under the plan, with only 24,917 remaining  options available
for grant at December 31, 2003. We anticipate that we will grant more options in
2004 if stockholders approve the 2004 Stock Incentive Plan.

Conclusion.  The  Executive  Committee  believes  these  executive  compensation
policies and programs  effectively  serve the interests of stockholders  and QCR
Holdings. The Executive Committee believes these policies motivate executives to
contribute to our overall  future  success,  thereby  enhancing the value of QCR
Holdings for the benefit of all stockholders.

                              Executive Committee:
                                Patrick S. Baird
                                James J. Brownson
                                 John K. Lawson
                               Ronald G. Peterson
                                   Henry Royer

Stockholder Return Performance Presentation

The  incorporation  by reference of this proxy statement into any document filed
with the Securities and Exchange  Commission by QCR Holdings shall not be deemed
to include the following  performance graph and related  information unless such
graph and related  information  are  specifically  stated to be  incorporated by
reference into such document.

                                       19


The graphical  presentation omitted herein shows, for the period commencing June
30, 1999, a comparison of cumulative total returns for QCR Holdings,  the Nasdaq
Stock  Market (US  Companies),  the Nasdaq Bank Index and the SNL  Midwest  Bank
Index prepared by SNL Securities,  Charlottesville,  Virginia.  We were recently
informed by SNL  Securities  that the cost for use of the Nasdaq Bank Index will
increase  considerably in the future. QCR Holdings believes that the SNL Midwest
Bank Index is an accurate  comparison of performance and significantly more cost
effective to use. As a result,  QCR Holdings  intends to replace the Nasdaq Bank
Index with the SNL  Midwest  Bank Index in the  future.  The  omitted  graph was
prepared at our request by SNL Securities.

The following are the data points utilized in the omitted graph.

                               QCR Holdings, Inc.

                                                  Period Ending
-----------------------------------------------------------------------------------------
Index                     06/30/99   06/30/00   06/30/01   06/30/02   12/31/02   12/31/03
-----------------------------------------------------------------------------------------
                                                                
QCR Holdings, Inc. .....   $100.00   $ 90.85    $ 58.31     $ 83.38    $ 95.50    $158.98
Nasdaq -  US ...........    100.00    147.96      80.83       54.91      50.23      75.67
Nasdaq Bank Index * ....    100.00     82.03     113.91      127.80     118.17     152.03
SNL - Midwest Bank Index    100.00     82.42     115.63      130.25     120.90     156.06

*    Source:  CRSP,  Center for Research in Security Pricos,  Graduate School of
     Business, The University of Chicago 2004. Used with permission.  All rights
     reserved. crsp.com



                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following  table sets forth certain  information  regarding our common stock
beneficially  owned on December 31, 2003, by each director and nominee,  by each
executive officer named in the summary  compensation table and by all directors,
and executive officers of QCR Holdings as a group. To the best of our knowledge,
no person was the beneficial owner of more than five percent of our common stock
as of December 31,  2003.  Beneficial  ownership  has been  determined  for this
purpose in accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  under  which a person  is deemed to be the
beneficial  owner  of  securities  if he or she has or  shares  voting  power or
investment  power in  respect  of such  securities  or has the right to  acquire
beneficial ownership of securities within 60 days of December 31, 2003.

Name of Individual and                      Amount and Nature of         Percent
Number of Persons in Group                 Beneficial Ownership(1)      of Class
--------------------------                 -----------------------      --------
Directors and Nominees
Patrick S. Baird                                   23,833(2)                 *
Michael A. Bauer                                   38,291(3)               1.37%
James J. Brownson                                  20,724(4)                 *
Larry J. Helling                                   29,120(5)               1.04%
Douglas M. Hultquist                               39,235(6)               1.40%
Mark C. Kilmer                                     17,062(7)                 *
John K. Lawson                                      7,315(8)                 *
Ronald G. Peterson                                  9,749(9)                 *
Henry Royer                                         6,183(10)                *
John W. Schricker                                  25,604(11)                *
Named Executive Officer
Todd A. Gipple                                     22,799(12)                *
All directors,  nominees and executive
officers as a group (11 persons)                  239,915(13)              8.51%
------------------------------------
*    Less than 1%.

(1)  Amounts  reported  include shares held directly,  including  certain shares
     subject to  options,  as well as shares  held in  retirement  accounts,  by
     certain  members of the named  individuals'  families  or held by trusts of
     which  the  named  individual  is a  trustee  or  substantial  beneficiary.
     Inclusion  of shares  shall  not  constitute  an  admission  of  beneficial
     ownership or voting and sole  investment  power over included  shares.  The
     nature of  beneficial  ownership  for  shares  listed in this table is sole
     voting  and  investment  power,  except  as  set  forth  in  the  following
     footnotes.

                                       20


(2)  Includes 80 shares subject to options which are presently  exercisable  and
     over which Mr. Baird has no voting and sole investment power. Also includes
     22,750  shares held  jointly by Mr.  Baird and his spouse and 1,003  shares
     held in a trust,  over which he has shared  voting  and  investment  power.
     Excludes 320 option shares not presently exercisable.

(3)  Includes 3,378 shares held by his minor  children,  4,575 shares held in an
     IRA account,  4,796 shares held in a trust, 4,650 shares held in the 401(k)
     Plan and 12 shares  held by his wife,  all of which  Mr.  Bauer has  shared
     voting and investment power.

(4)  Includes  1,300 shares  subject to options which are presently  exercisable
     and over which Mr. Brownson has no voting and sole investment  power.  Also
     includes  2,165 shares held jointly by Mr.  Brownson and his spouse,  1,350
     shares held by his spouse,  4,779 shares held in a trust, and 11,130 shares
     held in an IRA account,  all of which he has shared  voting and  investment
     power. Excludes 600 option shares not presently exercisable.

(5)  Includes  4,840 shares  subject to options which are presently  exercisable
     and over which shares Mr. Helling has no voting and sole investment  power.
     Also includes 21,500 shares held in an IRA account,  1,721 shares held in a
     trust and 980 shares  held in the 401(k)  Plan,  all of which he has shared
     voting and  investment  power.  Excludes  7,260 option shares not presently
     exercisable.

(6)  Includes  6,225  shares  held  by his  spouse  or for  the  benefit  of his
     children, 2,700 shares held in an IRA account, 4,902 shares held in a trust
     and 2,939 shares in the 401(k) Plan, all of which Mr.  Hultquist has shared
     voting and investment power.

(7)  Includes 540 shares subject to options which are presently  exercisable and
     over  which  Mr.  Kilmer  has no voting  and sole  investment  power.  Also
     includes  3,390 shares held by his spouse or minor  children,  2,882 shares
     held in a trust and 2,250  shares held in an IRA  account,  all of which he
     has shared  voting and  investment  power.  Excludes 310 option  shares not
     presently exercisable.

(8)  Includes 500 shares subject to options which are presently  exercisable and
     over  which  Mr.  Lawson  has no voting  and sole  investment  power.  Also
     includes 3,815 shares held in trust, over which shares he has shared voting
     and investment power. Excludes 500 option shares not presently exercisable.

(9)  Includes  2,350 shares  subject to options which are presently  exercisable
     and over which Mr. Peterson has no voting and sole investment  power.  Also
     includes  5,149  shares  held in a trust,  over which  shares he has shared
     voting and  investment  power.  Excludes  600 option  shares not  presently
     exercisable.

(10) Includes 80 shares subject to options which are presently  exercisable  and
     over which Mr.  Royer has no voting  and sole  investment  power.  Includes
     4,500 shares held in an IRA account and 1,603 shares held in a trust,  over
     all of which Mr. Royer has shared voting and investment power. Excludes 320
     option shares not presently exercisable.

(11) Includes  1,768 shares  subject to options which are presently  exercisable
     and over which Mr. Schricker has no voting and sole investment  power. Also
     includes 311 shares held by his spouse or minor children, 2,912 shares held
     in a trust and 10,498  shares held in the 401(k) Plan,  all of which he has
     shared voting and investment power.

(12) Includes  5,515 shares  subject to options which are presently  exercisable
     and over which shares Mr. Gipple has no voting and sole  investment  power.
     Also includes  9,815 shares held in an IRA account,  200 shares held by his
     children and 1,000 shares held in the 401(k) Plan, over which he has shared
     voting and  investment  power.  Excludes  6,760 option shares not presently
     exercisable.

(13) Excludes 16,670 option shares not presently exercisable.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of  the  Securities  Exchange  Act of  1934  requires  that  the
directors,  executive  officers  and persons who own more than 10% of our common
stock file reports of ownership and changes in ownership with the Securities and
Exchange  Commission  and with the  exchange on which the shares of common stock
are traded.  These  persons  are also  required to furnish us with copies of all
Section 16(a) forms they file.  Based solely on our review of the copies of such
forms  furnished to us, we are not aware that any of our  directors or executive
officers  failed to comply with the filing  requirements of Section 16(a) during
the last fiscal year. We are not aware of any 10% stockholders.

                                       21


                          TRANSACTIONS WITH MANAGEMENT

Our  directors  and  officers  and their  associates  were  customers of and had
transactions  with QCR Holdings,  Quad City Bancard,  Quad City Bank & Trust and
Cedar  Rapids  Bank & Trust  during the fiscal  year ended  December  31,  2003.
Additional   transactions  are  expected  to  take  place  in  the  future.  All
outstanding  loans,  commitments  to  loan,  and  certificates  of  deposit  and
depository  relationships,  in the  opinion  of  management,  were  made  in the
ordinary course of business, on substantially the same terms, including interest
rates  and  collateral,   as  those   prevailing  at  the  time  for  comparable
transactions with other persons and did not involve more than the normal risk of
collectibility  or present  other  unfavorable  features.  From  January 1, 2003
through  December 31, 2003, Quad City Bancard paid  approximately  $1,953,965 to
Nobel Electronic  Transfer,  LLC, for merchant credit card processing  services.
John W.  Schricker,  a director of QCR Holdings and the former  President  and a
director  of Quad City  Bancard,  is a  principal  of Nobel.  Additionally,  QCR
Holdings  owns 20% of the capital of Nobel.  Our  management  believes  that the
terms on  which  the  above  described  transaction  was  conducted  are no less
favorable to us than would have been obtained from an unaffiliated third party.

                             AUDIT COMMITTEE REPORT

The  incorporation  by reference of this proxy statement into any document filed
with the Securities and Exchange  Commission by QCR Holdings shall not be deemed
to include the following  report and related  information  unless such report is
specifically stated to be incorporated by reference into such document.

The Audit Committee assists the board of directors in carrying out its oversight
responsibilities for our financial reporting process, audit process and internal
controls.  The Audit Committee also reviews the audited financial statements and
recommends to the board that they be included in our annual report on Form 10-K.
The committee is comprised solely of independent directors.

The Audit Committee has reviewed and discussed our audited financial  statements
for the fiscal year ended  December 31, 2003 with our management and McGladrey &
Pullen,  LLP, our  independent  auditors.  The committee has also discussed with
McGladrey  &  Pullen,  LLP  the  matters  required  to be  discussed  by  SAS 61
(Codification  for Statements on Auditing  Standards) as well as having received
and discussed the written  disclosures  and the letter from  McGladrey & Pullen,
LLP required by  Independence  Standards  Board  Statement  No. 1  (Independence
Discussions  with Audit  Committees).  Based on the review and discussions  with
management  and McGladrey & Pullen,  LLP, the committee has  recommended  to the
board that the audited financial  statements be included in our annual report on
Form 10-K for the fiscal  year  ending  December  31,  2003 for filing  with the
Securities and Exchange Commission.

                                Audit Committee:
                                Patrick S. Baird
                                James J. Brownson
                                 John K. Lawson
                                   Henry Royer

                         INDEPENDENT PUBLIC ACCOUNTANTS

Representatives of McGladrey & Pullen,  LLP, our independent public accountants,
are expected to be present at the meeting and will be given the  opportunity  to
make a  statement  if they desire to do so and will be  available  to respond to
appropriate questions.

Accountant Fees

Audit Fees.  The aggregate  amount of fees billed by McGladrey & Pullen,  LLP in
connection with the audit of our annual financial statements and for fiscal year
2003 and  calendar  year  2002 and for its  required  reviews  of our  unaudited
interim financial statements included in our Form 10-Qs filed during fiscal 2003
and calendar 2002 were $99,797 and $76,311, respectively.

Audit  Related  Fees.  The  aggregate  amounts of audit  related  fees billed by
McGladrey & Pullen for fiscal year 2003 and  calendar  year 2002 were $7,035 and
$8,699,  respectively.  The majority of these  services were related to research
and consultations  concerning financial accounting and reporting manners in 2003
and the audit of QCR Holdings' employee benefit plan in 2002.

                                       22


Tax Fees. The aggregate  amounts of tax related  services  billed by McGladrey &
Pullen for fiscal  year 2003 and  calendar  year 2002 were  $3,756 and  $11,583,
respectively,  for professional services rendered for tax compliance, tax advice
and tax planning. The services provided included assistance with the preparation
of QCR  Holdings'  2002 and prior tax  returns  and  guidance  with  respect  to
estimated tax payments.

All Other  Fees.  We did not incur any other  fees from  McGladrey  & Pullen for
fiscal year 2003.  In calendar  2002,  we incurred  other fees from  McGladrey &
Pullen in the amount of  $57,003,  which was  attributable  to  consulting  fees
related to loan reviews and information technology security.

The Audit Committee,  after  consideration  of the matter,  does not believe the
rendering of these services by McGladrey & Pullen,  LLP to be incompatible  with
maintaining McGladrey & Pullen, LLP's independence as our principal accountant.

Audit Committee Approval Policy

Among other things,  the Audit Committee is responsible for appointing,  setting
compensation for and overseeing the work of the independent  auditor.  The Audit
Committee's  policy  is to  approve,  on a  case-by-case  basis,  all  audit and
permissible  non-audit  services  provided  by  McGladrey & Pullen,  LLP.  These
services  include  audit and  audit-related  services,  tax  services  and other
services.  The Audit Committee has a formal policy of pre-approving any of these
services.

                               REPORT ON FORM 10-K

Our  report on Form 10-K  (without  exhibits)  will be  included  as part of our
annual  report to  stockholders,  which  will be mailed to each  stockholder  of
record as of the record date for the annual  meeting.  We will  furnish  without
charge to each person whose proxy is solicited,  and to each person representing
that he or she is a  beneficial  owner of our common stock as of the record date
for the meeting, upon written request,  copies of our annual report on Form 10-K
as  filed  with  the  Securities  and  Exchange  Commission,  together  with the
financial statements and schedules thereto.  Such written request should be sent
to Ms. Shellee R. Showalter, QCR Holdings, Inc.

                       By order of the Board of Directors



  Michael A. Bauer                                   Douglas M. Hultquist
  Chairman                                           President



Moline, Illinois
March 26, 2004




                       ALL STOCKHOLDERS ARE URGED TO SIGN
                         AND MAIL THEIR PROXIES PROMPTLY

                                       23