WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

    Date of Report                                              October 29, 2004
    (Date of earliest event reported)                           October 29, 2004

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

                 (State or other jurisdiction of incorporation)

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

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

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

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

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

Written  communications  pursuant to Rule 425 under the  Securities  Act (17 CFR

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

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

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


Item  5.05  Amendments  to the  Registrant's  Code of  Ethics,  or  Waiver  of a
            Provision of the Code of Ethics

On October 28, 2004 the Board of Directors of QCR Holdings, Inc. (the "Company")
amended the  Company's  Code of Conduct and Ethics  Policy (the  "Code") for its
employees,  officers and directors.  Amendments to the Code are described  below
and an amended Code is furnished as an exhibit to this filing. The Code can also
be found on the Company's website at

Generally,  the  Board  amended  the  Code  to  more  specifically  address  the
procedures  for dealing with  potential  conflicts of  interest.  For  potential
conflicts of interest involving directors,  the Company requires that members of
its Board of Directors disclose to the Board all personal interests,  along with
recusing  themselves  from  participation  in matters  where there are conflicts
between the interests of the Company and the personal interests of the member of
the Board of Directors.

The  amended  Code also  provides  that all  potential  conflicts  of  interest,
including unintentional  conflicts,  should be disclosed to either the President
of the relevant  subsidiary  bank,  an  executive  officer of the Company or the
Company's  Board of Directors,  as set forth in the Code.  In certain  instances
review and approval by the Board of Directors could be required.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits

Exhibit 14.1  Revised Code of Conduct and Ethics Policy



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

                                                QCR HOLDINGS, INC.

Dated:  October 29,  2004                       By:  /s/ Todd A. Gipple 
                                                     Todd A. Gipple
                                                     Executive Vice President
                                                     and Chief Financial Officer