To Our Stockholders,

The most significant event in our first quarter was the opening of Rockford Bank
& Trust, which began operations as our third bank charter on January 3, 2005. We
are proud to be a part of the  Rockford  community  and are  pleased  to welcome
those employees,  directors, and new stockholders.  A private placement offering
of our common stock was  conducted in connection  with the Rockford  opening and
added  approximately  80  stockholders.  The  success of our Quad City and Cedar
Rapids  charters  encouraged us to look for another market in which to implement
our model of experienced  bankers  providing high levels of service and creating
meaningful and satisfying experiences for our customers.

We  announced  earnings  for the first  quarter  ended  March  31,  2005 of $1.3
million,  or basic earnings per share of $0.29 and diluted earnings per share of
$0.29. For the same quarter one year ago, we reported earnings of $836 thousand,
or basic  earnings  per share of $0.20 and diluted  earnings per share of $0.19.
All  share and per  share  data has been  retroactively  adjusted  to  reflect a
3-for-2  common  stock  split,  which  occurred  on May 28,  2004,  as if it had
occurred on January 1, 2004.

Earnings for the first  quarter of the prior year were impacted by the write-off
of $747 thousand of unamortized issuance costs associated with the redemption of
$12.0  million of trust  preferred  securities  originally  issued in 1999.  The
write-off  of these  costs,  combined  with  the  additional  interest  costs of
supporting  both the  original  and new  securities  issued  in  February  2004,
resulted in an  after-tax  reduction to net income  during the first  quarter of
2004 of $558  thousand,  or $0.13 in diluted  earnings per share.  Excluding the
one-time  write-off  of these  unamortized  issuance  costs  and the  additional
interest  costs of the new  securities,  net income for the three  months  ended
March 31, 2004 would have been $1.4  million.  Although  excluding the impact of
this event is a non-GAAP  measure,  we believe  that it is  important to provide
such  information  due to the  non-recurring  nature of this expense and to more
accurately  compare the results of the periods  presented.  We believe  that the
refinancing strategy will continue to provide significant  long-term benefits to
our Company as the new fixed rate  securities were issued at a rate of 6.93% for
the first seven years and the floating rate securities currently carry a rate of
5.94%, as compared to a rate of 9.2% on the 1999 fixed rate securities.

Despite  the  anticipated  start-up  losses that a new  charter  brings,  we are
pleased by our first quarter earnings.  Both net interest income and noninterest
income have shown  improvement from one year ago, as total revenue  increased by
$2.4 million,  or 21%.  Also,  during the first  quarter of 2005,  earnings were
positively  impacted by a $556  thousand  reduction  in the  provision  for loan
losses, when compared to the previous year. The resolution of some large credits
in Quad City Bank & Trust's loan portfolio,  through payoff,  credit upgrade, or
the acquisition of additional  collateral or guarantees,  resulted in reductions
to both  provision  expense and the level of allowance  for loan losses.  We are
very pleased  with the $712  thousand  increase in net  interest  income for the
first  quarter  of  2005,  when  compared  to one  year  ago.  We also  reported
improvement in non-interest income of $355 thousand,  or 15%, primarily due to a
large,  one-time  sales  transaction  at  one of our  associated  companies.  In
summary,  our increases in net interest income and non-interest  income,  of 12%
and 15%, respectively,  have essentially offset the expected operating losses of
the new charter and allowed us to maintain our core earnings of one year ago.

During the first quarter of 2005, we grew total assets at an annualized  pace of
10%. Premises and equipment grew $3.1 million during the quarter, as the Company
is investing in new facilities at all three of its subsidiary  banks. On January
3, 2005,  Rockford  Bank & Trust began  operations  under its own charter in its
leased  space in  downtown  Rockford.  Quad City Bank & Trust  opened  its fifth
banking  facility located in the Five Points area of west Davenport on March 17,
2005.  Cedar Rapids Bank & Trust  continues its  construction of both a new main
office in downtown Cedar Rapids,  which is scheduled to open in July 2005, and a
branch  facility  located in northern Cedar Rapids on Council  Street,  which is
anticipated to open in June 2005.

Quad City Bank & Trust,  our  Company's  first  subsidiary  bank,  grew to total
assets of $638.7  million at March 31,  2005,  which was an  increase  of 7%, or
$39.9  million,  from March 31, 2004. At the close of the first quarter of 2005,
Quad City Bank & Trust had net loans of $461.8  million  and  deposits of $415.6
million.  The bank realized  after-tax net income of $1.6 million,  which was an
increase of $224 thousand, or 16%, from the first quarter of 2004.

Cedar Rapids Bank & Trust continued to experience  outstanding growth,  reaching
total  assets of $238.4  million at March 31,  2005,  for an  increase  of $67.4
million,  or 39%, from one year before. At the end of the first quarter of 2005,
Cedar  Rapids Bank & Trust had net loans of $178.5  million,  deposits of $170.5
million,  and  significantly  improved  profitability,   as  the  bank  realized
after-tax  net  income of $327  thousand,  which was more than  double  the $144
thousand in net income for the same quarter in 2004.

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Rockford Bank & Trust was  capitalized  on January 3, 2005 with $10.0 million in
funds provided by the Company.  The funds were obtained through a combination of
$5.0 million of equity,  which was raised in a private placement of QCR Holdings
stock,  and $5.0  million  of debt.  At March 31,  2005,  Rockford  Bank & Trust
reached total assets of $13.6 million,  net loans of $3.5 million,  and deposits
of  $3.9  million.  For  the  first  quarter  of  2005,  Rockford  Bank &  Trust
experienced a net operating loss of $343 thousand.

Our Company's total assets increased $21.8 million,  or 3%, to $891.9 million at
March 31, 2005 from $870.1 million at December 31, 2004. During the same period,
net loans  increased  by $4.7  million,  or 1%, to $643.8  million  from  $639.1
million at December 31, 2004. Non-performing assets decreased to $9.2 million at
March 31, 2005 from $10.7 million at December 31, 2004. Total deposits increased
slightly to $588.2  million at March 31, 2005 when compared to $588.0 million at
December 31, 2004.  Stockholders' equity rose to $51.6 million at March 31, 2005
as compared to $50.8  million at December 31,  2004,  primarily as the result of
net income and the net increase in shares of common stock, partially offset by a
decrease in fair value of securities classified as available for sale.

Heading into the remainder of 2005,  investors  increasingly  expect the Federal
Reserve to  continue  raising  rates  through  the year.  In their  most  recent
statement,   along  with  affirming  growth,  the  Fed  highlighted   inflation,
mentioning  energy prices and the return of pricing power for  companies.  While
inflation may not be running away,  the Committee has certainly  heightened  its
inflation vigilance. There certainly is a sense of not-yet-but-it-may-be-coming.
Marketplace  debate centers on the level of "neutral"  interest  rates,  and Fed
members  dance around the  definition of that level.  Further,  the minutes from
recent meetings suggest that the Fed will likely maintain their  slow-and-steady
upward nudge on rates.

Corporate health continues to improve because of profitability  leverage,  i.e.,
new sales  carry  more  profit due to lower  marginal  costs.  However,  growing
revenues  are still  key.  The Fed  statement  suggests  some  pricing  power is
returning,  which will  increase  revenue,  providing a way to recover costs and
protect margins.

We look  forward to an exciting  2005 as Cedar Rapids Bank & Trust will open two
new facilities, Rockford Bank & Trust expands its presence in Rockford, and Quad
City Bank & Trust integrates its Five Points location.

Combining  the above  with the  continuing  challenges  of  compliance  with the
Sarbanes-Oxley  legislation  will  make  2005 a busy  year  for  our  staff.  We
appreciate your continued loyalty and support.

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