EXHIBIT 99.2



                  HEARTLAND FINANCIAL USA, INC.
                ADOPTS STOCKHOLDERS' RIGHTS PLAN



      (Dubuque, Iowa)--Heartland Financial USA, Inc. (HTLF -  OTC
BB)  announced  today that it has adopted a Stockholders'  Rights
Plan.   The  Plan is intended to discourage persons,  groups  and
entities  from acquiring large stakes in Heartland  or  making  a
tender  offer  without  first discussing  their  intentions  with
Heartland's Board of Directors.

      The Plan provides for the distribution of one Right on June
26,  2002, for each share of Heartland's outstanding common stock
as of June 24, 2002.  The Rights have no immediate economic value
to stockholders because they cannot be exercised unless and until
a  person,  group or entity acquires 15% or more  of  Heartland's
common  stock or announces a tender offer.  The Plan also permits
Heartland's Board of Directors to redeem the Rights for one  cent
each under various circumstances.

     In general, the Rights Plan provides that if a person, group
or  entity  acquires  a  15%  or larger  stake  in  Heartland  or
announces  a tender offer, and Heartland's Board chooses  not  to
redeem  the  Rights, all holders of Rights, other  than  the  15%
stockholder  or the tender offeror, will be able  to  purchase  a
certain amount of Heartland's common stock for half of its market
price.

      Lynn  B. Fuller, Heartland's Chairman, President and  Chief
Executive Officer, said "The Rights Plan was adopted simply as  a
precautionary measure to better position Heartland's stockholders
to  realize  the  long  term value of their  investment,  and  to
provide  an  additional level of protection against  coercive  or
abusive tactics.  That is why hundreds of publicly-held companies
have adopted them."

      Mr.  Fuller stated that the Rights Plan was not adopted  in
response to any specific event or circumstance.  The Rights  will
expire  no  later  than ten years from the  date  of  the  Plan's
adoption.  The creation of the Rights is not a taxable event  for
Heartland's stockholders.

      For  additional  information, please contact  Mr.  John  K.
Schmidt, Executive Vice President and Chief Financial Officer  at
(563) 589-1994.

      Heartland is a $1.6 billion financial services company with
six banks in Iowa, Illinois, Wisconsin and New Mexico:

     Dubuque  Bank  and  Trust Company,  with  eight  offices  in
     Dubuque, Epworth, Farley and Holy Cross, Iowa

     Galena  State Bank and Trust Company, with three offices  in
     Galena and Stockton, Illinois

     First  Community  Bank, FSB, with three offices  in  Keokuk,
     Iowa and Carthage, Illinois

     Riverside  Community Bank, with three offices  in  Rockford,
     Illinois

     Wisconsin Community Bank, with six offices in Cottage Grove,
     Middleton,  Sheboygan,  Green Bay, Monroe  and  Eau  Claire,
     Wisconsin

     New Mexico Bank and Trust, with eight offices in Albuquerque
     and Clovis, New Mexico

Other subsidiaries include:

     ULTEA, Inc., a fleet leasing company with offices in Madison
     and Milwaukee, Wisconsin

     Citizens  Finance  Co.,  a  consumer  finance  company  with
     offices  in Madison and Appleton, Wisconsin; Dubuque,  Iowa;
     and Rockford, Illinois

Additional  information about Heartland is available through  its
website at www.htlf.com.