Exhibit 3.1


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                               QCR HOLDINGS, INC.



QCR  Holdings,  Inc.  (hereinafter  called  the  "Corporation"),  a  corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, as amended, does hereby certify that:

1.   The name of the Corporation is: QCR Holdings, Inc.

2.   The first sentence of Article IV of the Certificate of Incorporation of the
     Corporation is hereby amended to read in its entirety 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.

3.   The amendment to the Certificate of Incorporation herein certified has been
     duly  adopted in  accordance  with the  provisions  of  Section  242 of the
     General Corporation Law of the State of Delaware.


Dated as of the 5th day of May, 2004.

                                                 QCR HOLDINGS, INC.


                                            By:  /s/ Douglas M. Hultquist
                                                 -------------------------------
                                                 Douglas M. Hultquist, President


                                       1