WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

Date of Report                                                 December 29, 2004
(Date of earliest event reported)                              December 24, 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 230.425)

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

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

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


Item 3.02   Unregistered Sales of Equity Securities

On December 24, 2004, QCR Holdings,  Inc. (the "Company")  closed its previously
announced  private  placement  for the sale of up to  $5,000,000  of its  common
stock.  The Company  offered  shares at a price of $19.50 per share to investors
unaffiliated  with the Company  and $21.00 per share,  the last  reported  sales
price on Nasdaq on December  23, 2004,  to those  investors  who are  directors,
officers or employees of the Company. Pursuant to the offering, the Company sold
an  aggregate  of  250,506  shares of Common  Stock  for an  aggregate  price of
$4,944,135.  The Company conducted the private placement pursuant to Rule 506 of
the  Securities  Act of 1933  (the  "Securities  Act") and the  shares  were not
registered  under the  Securities  Act.  Net proceeds  from the  offering  after
payment of fees and expenses  will be  available  for  investment  in a new bank
subsidiary, Rockford Bank and Trust Company, Rockford, Illinois.



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

                                                     QCR HOLDINGS, INC.

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