Thomas Martin (612) 340-8706 FAX (612) 340-7800 martin.tom@dorsey.com |
December 4, 2014
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
Attention: Kathryn McHale
Re: | Heartland Financial USA, Inc. |
Registration Statement on Form S-4 | |
File No. 333-200085 |
Dear Ms. McHale:
Accompanying this letter and filed electronically by EDGAR please find Amendment No. 2 to the above Registration Statement on Form S-4 (the “Amendment”). This Amendment is being filed solely to note the incorporation by reference of the Form 8-K filed by Heartland Financial USA, Inc. on December 3, 2014, and omitted from the incorporation language contained on page 58 of the proxy statement/prospectus of Amendment No. 1.
Very truly yours, | |
/s/ | Thomas Martin |
Thomas Martin |
TM:tlg