SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

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


Date of Report                                                  January 27, 2005
(Date of earliest event reported)                               January 27, 2005


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

                                    Delaware
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                 (State or other jurisdiction of incorporation)


         0-22208                                        42-1397595
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(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))


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Item 1.01   Entry into a Material Definitive Agreement

Director Compensation

On January 27, 2005,  the  Company's  board of directors  approved the following
compensation  for serving on the board of the Company  and its  subsidiaries  in
2005:

  Company Directors
  Quarterly Retainer                                                      $2,500
  Additional Quarterly Retainer    - Audit Committee Chairman             $1,500
                                   - Executive Committee Chairman         $1,500
                                   - Compensation Committee Chairman      $  250
                                   - Technology Committee Chairman        $  250

  Attendance at Board Meeting                                             $  200
  Attendance at Audit Committee Meetings                                  $  400
  Attendance at all other Committee Meetings                              $  300

  Quad City Bank & Trust Directors
  Quarterly Retainer                                                      $1,600
  Additional Quarterly Retainer    - Loan Committee Chairman              $  500
                                   - Trust Committee Chairman             $  250
                                   - ALM Committee Chairman               $  250
                                   - Board Affairs Committee Chairman     $  250

  Attendance at Board Meeting                                             $  100
  Attendance at Committee Meetings                                        $  250

  Cedar Rapids Bank & Trust Directors
  Quarterly Retainer                                                      $1,600
  Additional Quarterly Retainer    - Loan Committee Chairman              $  500
                                   - Trust Committee Chairman             $  250
                                   - ALM Committee Chairman               $  250

  Attendance at Board Meeting                                             $  100
  Attendance at Committee Meetings                                        $  250

  Rockford Bank & Trust Directors
  Attendance at board meeting                                             $  500
  Quarterly Retainer               - Loan Committee Chairman              $  500
                                   - Trust Committee Chairman             $  250
                                   - ALM Committee Chairman               $  250

  Attendance at Committee Meetings                                        $  250

There are no fees  payable to  directors  who are also  employees  of either the
Company or one of its subsidiaries.


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                                   SIGNATURES

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



                                                   QCR HOLDINGS, INC.


Dated:  January 27,  2005                          By:  /s/ Douglas M. Hultquist
                                                            --------------------
                                                            Douglas M. Hultquist
                                                            President


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