QUAD CITY HOLDINGS INC
10-Q, 1996-11-13
STATE COMMERCIAL BANKS
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                   QUAD CITY HOLDINGS, INC. AND SUBSIDIARIES


                                      INDEX


                                                                    
                                                                              


Part I   FINANCIAL INFORMATION

     Item 1 Consolidated Condensed Financial Statements (Unaudited)

          Consolidated  Condensed Balance Sheets,  September 30, 1996 & June 30,
          1996

          Consolidated  Condensed  Statements  of Income,  For the Three  Months
          Ended September 30, 1996 and 1995

          Consolidated  Condensed Statements of Cash Flows, For the Three Months
          Ended September 30, 1996 and 1995

          Notes to Consolidated Condensed Financial Statements 

     Item 2  Management's  Discussion  and Analysis of Financial  Condition  and
             Results of Operations

Part II  OTHER INFORMATION

          Item 1 Legal Proceedings 

          Item 2 Changes in Securities 

          Item 3 Defaults Upon Senior Securities

          Item 4 Submission of Matters to a Vote of Security Holders 

          Item 5 Other Information 

          Item 6 Exhibits and Reports on Form 8-K 

SIGNATURES 
<PAGE>



                    QUAD CITY HOLDINGS, INC. AND SUBSIDIARIES

                CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
<TABLE>

                                                                               September 30,       June 30,
                                                                                   1996              1996
                                                                               -------------    -------------
<S>                                                                            <C>              <C>
ASSETS
Cash and due from banks ....................................................   $   6,273,065    $   6,615,407
Federal funds sold .........................................................       6,615,000        2,728,000
Certificates of deposit at financial institutions ..........................       5,555,163        5,472,012

Securities held to maturity, at amortized cost
        (fair value September 1996, $2,990,893; June 1996, $3,097,115) .....       3,033,445        3,156,601
Securities available for sale, at fair value
        (amortized cost September 1996, $31,852,043; June 1996, $31,518,121)      31,515,010       31,032,652
                                                                               -------------    -------------
    Total securities .......................................................      34,548,455       34,189,253
                                                                               -------------    -------------

Loans receivable ...........................................................      67,244,055       56,809,720
Less: Allowance for estimated losses on loans ..............................      (1,008,879)        (852,500)
                                                                               -------------    -------------
    Net loans receivable ...................................................      66,235,176       55,957,220
                                                                               -------------    -------------

Premises and equipment, net ................................................       5,052,607        4,531,038
Accrued interest receivable ................................................         952,669        1,121,268
Other assets ...............................................................         867,367          860,779
                                                                               -------------    -------------

        Total assets .......................................................   $ 126,099,502    $ 111,474,977
                                                                               =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
   Noninterest-bearing .....................................................   $  18,026,054    $  15,730,265
   Interest-bearing ........................................................      85,433,318       77,187,853
                                                                               -------------    -------------
     Total deposits ........................................................     103,459,372       92,918,118
                                                                               -------------    -------------

Federal funds purchased ....................................................               0        1,190,000
Federal Home Loan Bank advances ............................................       5,398,486        3,411,470
Other borrowings ...........................................................       1,500,000        1,000,000
Other liabilities ..........................................................       3,665,418        1,286,783
                                                                               -------------     ------------
        Total liabilities ..................................................     114,023,276       99,806,371
                                                                               -------------     ------------

STOCKHOLDERS' EQUITY
Preferred stock, $1 par value; shares authorized 250,000; shares issued none            --               -- 
Common stock, $1 par value; shares authorized 2,500,000; shares issued
  and outstanding 1,437,824 ................................................       1,437,824        1,437,824
Additional paid-in capital .................................................      11,764,416       11,764,416
Retained earnings (deficit) ................................................        (788,981)      (1,048,165)
                                                                               -------------     ------------
                                                                                  12,413,259       12,154,075
Unrealized (losses) on securities available for sale, net ..................        (337,033)        (485,469)
                                                                               -------------     ------------
        Total stockholders' equity .........................................      12,076,226       11,668,606
                                                                               -------------    -------------

        Total liabilities and stockholders' equity .........................   $ 126,099,502    $ 111,474,977
                                                                               =============    =============


</TABLE>
See Notes to Consolidated Condensed Financial Statements
<PAGE>

                                                                          

                    QUAD CITY HOLDINGS, INC. AND SUBSIDIARIES

             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
                                                            Three Months Ended September 30,
                                                            --------------------------------
                                                                  1996          1995
                                                                ----------   ----------
<S>                                                             <C>          <C>
Interest income:
     Interest and fees on loans .............................   $1,346,115   $  796,907
     Interest and dividends on securities ...................      520,981      415,658
     Interest on federal funds sold .........................       49,100      147,693
     Other interest .........................................       98,041       82,160
                                                                ----------   ----------
          Total interest income .............................    2,014,237    1,442,418
                                                                ----------   ----------

Interest expense:
      Interest on deposits ..................................      919,141      763,409
      Interest on other borrowings ..........................       89,128       46,445
                                                                ----------   ----------
          Total interest expense ............................    1,008,269      809,854
                                                                ----------   ----------

          Net interest income ...............................    1,005,968      632,564

 Provision for loan losses ..................................      157,400      100,800
                                                                ----------   ----------
          Net interest income after provision for loan losses      848,568      531,764
                                                                ----------   ----------

Other income:
     Merchant credit card, net of processing fees ...........      327,193      229,692
     Trust department .......................................      116,503       73,639
     Deposit service fees ...................................       42,269       27,228
     Other ..................................................       33,243       38,876
                                                                ----------   ----------
          Total other income ................................      519,208      369,435
                                                                ----------   ----------

Other expenses:
     Salaries and benefits ..................................      563,171      451,359
     Professional and data processing fees ..................      108,265       66,064
     Advertising and marketing ..............................       30,890       35,074
     Occupancy and equipment expense ........................      138,886       71,880
     Stationery and supplies ................................       43,912       27,569
     Provision for merchant credit card losses ..............       43,954       17,309
     Insurance ..............................................       18,949       26,409
     Postage and telephone ..................................       45,667       29,508
     Other ..................................................      114,898       82,185
                                                                ----------   ----------
          Total other expenses ..............................    1,108,592      807,357
                                                                ----------   ----------

          Net income ........................................   $  259,184   $   93,842
                                                                ==========   ==========

Income per common share: ....................................   $     0.18   $     0.07
                                                                ==========   ==========

</TABLE>
See Notes to Consolidated Condensed Financial Statements
<PAGE>

                                                                               


                    QUAD CITY HOLDINGS, INC. AND SUBSIDIARIES

           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
                                                                                  Three Months Ended September 30,
                                                                                  --------------------------------
                                                                                         1996            1995
                                                                                     ------------    ------------
<S>                                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
          Net income .............................................................   $    259,184    $     93,842
          Adjustments to reconcile net income to net cash provided by
           operating activities:
            Depreciation .........................................................         68,035          31,661
            Provision for loan losses ............................................        157,400         100,800
            Amortization of premiums (accretion of discounts) on securities, net .         (5,553)          4,381
            (Increase) decrease in accrued interest receivable ...................        168,599         (86,357)
            (Increase) decrease in other assets ..................................         (6,588)         18,164
            Increase in other liabilities ........................................      2,378,635         225,544
                                                                                     ------------    ------------
               Net cash provided by operating activities .........................   $  3,019,712    $    388,035
                                                                                     ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
          Net (increase) decrease in federal funds sold ..........................     (3,887,000)      5,570,000
          Net (increase) in certificates of deposits at financial institutions ...        (83,151)     (1,107,895)
          Net loans originated ...................................................    (10,435,356)     (6,023,350)
          Purchase of securities held to maturity ................................              0      (2,478,009)
          Purchase of securities available for sale ..............................       (427,593)     (2,869,250)
          Proceeds from maturity of securities ...................................              0       1,000,000
          Proceeds from calls/paydowns on securities .............................        222,380       1,406,762
          Purchase of premises and equipment .....................................       (589,604)        (49,676)
                                                                                     ------------    ------------
               Net cash (used in) investing activities ...........................   $(15,200,324)   $ (4,551,418)
                                                                                     ------------    ------------


CASH FLOWS FROM FINANCING ACTIVITIES
          Net increase in time certificates of deposit accounts ..................      1,981,074       1,763,713
          Net increase in non-time deposit accounts ..............................      8,560,180       8,205,068
          Net (decrease) in federal funds purchased ..............................     (1,190,000)     (3,911,072)
          Net increase in Federal Home Loan Bank advances ........................      1,987,016               0
          Net increase in other borrowings .......................................        500,000               0
                                                                                     ------------    ------------
               Net cash provided by financing activities .........................   $ 11,838,270    $  6,057,709
                                                                                     ------------    ------------

               Net increase (decrease) in cash and due from banks ................       (342,342)      1,894,326
               Cash and due from banks, beginning ................................      6,615,407       3,830,270
                                                                                     ------------    ------------
               Cash and due from banks, ending ...................................   $  6,273,065    $  5,724,596
                                                                                     ============    ============
Supplemental disclosure of cash flow information, cash payments for:
          Interest ...............................................................   $  1,043,818    $    723,699
                                                                                     ============    ============
Supplemental schedule of noncash investing activities:
          Change in unrealized gains (losses)on securities available for sale, net   $    148,436    $      2,374
                                                                                     ============    ============

</TABLE>
See Notes to Consolidated Condensed Financial Statements
<PAGE>


                                      


Part I
Item 1


                            QUAD CITY HOLDINGS, INC.
                                AND SUBSIDIARIES

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

                               SEPTEMBER 30, 1996

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions  to Form 10-QSB.  Accordingly,
they do not include  information or footnotes  necessary for a fair presentation
of financial position,  results of operations and changes in financial condition
in conformity  with  generally  accepted  accounting  principles.  However,  all
adjustments  that  are,  in the  opinion  of  management,  necessary  for a fair
presentation  have been included.  Results for the three months ended  September
30, 1996 are not necessarily  indicative of the results that may be expected for
the fiscal year ending June 30, 1997.

NOTE 2 - PRINCIPLES OF CONSOLIDATION

The  accompanying   consolidated  condensed  financial  statements  include  the
accounts  of Quad City  Holdings,  Inc.  (the  "Company")  and its wholly  owned
subsidiaries,  Quad City  Bank and  Trust  Company  (the  "Bank")  and Quad City
Bancard,   Inc.   ("Bancard").   All  significant   intercompany   accounts  and
transactions have been eliminated in consolidation.

NOTE 3 - INITIAL PUBLIC OFFERING

The Company was  incorporated  in  February of 1993,  and its primary  operating
subsidiary (the "Bank")  commenced  operations during the first calendar quarter
of 1994. On October 6, 1993,  the Company went effective with its initial public
offering.  1.2 million  shares of common stock were issued in the  offering.  In
November  of 1993,  the  underwriter  exercised  its  over-allotment  option and
acquired 162,824 additional shares of common stock. 75,000 shares were issued in
a private  placement in April of 1993  resulting  in the total issued  shares of
1,437,824.


<PAGE>


Part I
Item 2


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

     Quad City  Holdings.  Inc. (the  "Company")  was formed in February of 1993
under the laws of the state of Delaware  for the  purpose of  becoming  the bank
holding company of Quad City Bank and Trust Company (the "Bank").

     The Bank was  capitalized  on October 13, 1993 and commenced  operations on
January 7, 1994.  The Bank was organized as an  Iowa-chartered  commercial  bank
that is a member of the Federal Reserve System with depository  accounts insured
by the Federal Deposit  Insurance  Corporation.  The Bank provides  full-service
commercial and consumer banking  services in Bettendorf and Davenport,  Iowa and
adjacent communities.

     Quad City Bancard,  Inc. ("Bancard") was capitalized on April 3, 1995, as a
Delaware  corporation which provides  merchant credit card processing  services.
This  operation  had  previously  been a  division  of the Bank since July 1994.
Bancard has contracted  with an  independent  sales  organization  which markets
credit  card   services  to  merchants   throughout   the  country.   Currently,
approximately 9,000 merchants process transactions with Bancard.

     The Company has a fiscal year end of June 30.

FINANCIAL CONDITION

      Total  assets  of the  Company  increased  by  $14,624,525  or  13.12%  to
$126,099,502  at September  30, 1996 from  $111,474,977  at June 30,  1996.  The
growth primarily resulted from an increase in deposits received from customers.

      Cash and due from banks  decreased by $342,342 or 5.17% to  $6,273,065  at
September 30, 1996 from  $6,615,407 at June 30, 1996 and  represented  both cash
maintained  at the  Bank,  as well as funds  that the Bank and the  Company  had
deposited in other banks in the form of demand deposits.

      Federal funds sold are inter-bank funds with daily liquidity. At September
30, 1996, the Bank had invested  $6,615,000 in such funds. This amount increased
by $3,887,000, or 142.49%, from $2,728,000 at June 30, 1996.

      Certificates of deposit at financial  institutions increased by $83,151 or
1.52% to $5,555,163 at September 30, 1996 from  $5,472,012 at June 30, 1996. The
increase was due to new deposits in other banks in the form of  certificates  of
deposit.

      Securities  increased by $359,202 or 1.05% to $34,548,455 at September 30,
1996 from  $34,189,253 at June 30, 1996. The increase was the result of a number
of  transactions  in the  security  portfolio.  Two  securities,  classified  as
available for sale, were purchased  during the quarter for $427,593,  the net of
the  amortization  of premiums and  accretion of discounts  was $5,553,  and the
increase in unrealized gain on securities  available for sale was $148,436.  The
increase  was offset by  paydowns  received  on mortgage  backed  securities  of
$222,380.

     Loans  receivable  increased by  $10,434,335  or 18.37% to  $67,244,055  at
September  30, 1996 from  $56,809,720  at June 30,  1996.  The  increase was the
result of the  origination of $18,154,890 of commercial  business,  consumer and
real estate loans, less loan repayments of $7,720,555.

      The  allowance  for  estimated  losses on loans at September  30, 1996 was
$1,008,879,   representing   approximately  1.5%  of  gross  loans  outstanding.
Similarly,  the  allowance  for  estimated  losses on loans at June 30, 1996 was
approximately 1.5% of gross loans outstanding,  or $852,500. Although management
believes that the allowance for estimated  losses on loans at September 30, 1996
was at a level that is adequate to absorb losses on existing loans, there can be
no assurance that such losses will not exceed the estimated  amounts or that the
Company will not be required to make additional  contributions  to its provision
for loan losses in the future.

      Premises and  equipment  increased by $521,569 or 11.51% to  $5,052,607 at
September 30, 1996 from $4,531,038 at June 30, 1996. The increase  resulted from
the purchase of  additional  furniture,  fixtures and equipment for the Bank and
Bancard, and the site construction costs for the new Davenport banking location,
offset by depreciation expense.
<PAGE>


      Accrued interest receivable on loans, securities and interest-bearing cash
accounts  decreased by $168,599 or 15.04% to $952,669 at September 30, 1996 from
$1,121,268 at June 30, 1996.

      Other  assets  increased  slightly  by  $6,588  or  0.77% to  $867,367  at
September 30, 1996 from $860,779 at June 30, 1996. Other assets consisted mainly
of  miscellaneous  receivables,  prepaid  expenses and accrued trust  department
income.

      Deposits  increased by $10,541,254 or 11.34% to  $103,459,372 at September
30, 1996 from  $92,918,118  at June 30,  1996.  The  increase  resulted  from an
$8,560,180 increase in non-interest bearing, NOW, money market and other savings
accounts and a $1,981,074 increase in certificates of deposit.

      The Company had no federal  funds  purchased  at September  30,  1996,  as
compared to $1,190,000 at June 30, 1996.  The decrease was  attributable  to the
reduction  in  funds  received  from  correspondent   banking  customers  to  be
reinvested  in  overnight   deposits  "as   principal".   In  August  1995,  the
correspondent  banking department  implemented an "agent" federal funds program,
whereby a portion of the funds received from  downstream  correspondent  banking
customers  merely pass through the  Company's  financial  statements to upstream
correspondent  banks.  The  implementation  of the "agent" program resulted in a
decrease  to  assets  (federal  funds  sold)  and  liabilities   (federal  funds
purchased).

      Federal  Home Loan Bank  ("FHLB")  advances  increased  by  $1,987,016  to
$5,398,486 at September 30, 1996 from $3,411,470 at June 30, 1996. The Bank is a
member of the FHLB of Des Moines. As a result of its membership in the FHLB, the
Bank has the ability to borrow  funds for short- or long-term  purposes  under a
variety of programs.

      Other borrowings increased by $500,000 to $1,500,000 at September 30, 1996
from  $1,000,000  at June 30,  1996.  Other  borrowings  consisted of the amount
outstanding on a $1,500,000  revolving  credit note, which is secured by all the
outstanding  stock of the Bank.  The  borrowed  funds were  utilized  to provide
additional capital to the Bank to maintain its required 9% leverage ratio.

      Other  liabilities  increased by  $2,378,635  or 184.85% to  $3,665,418 at
September  30, 1996 from  $1,286,783  at June 30, 1996.  Other  liabilities  was
comprised of unpaid amounts for various  products and services,  and accrued but
unpaid  interest on deposits.  The increase  was  primarily  due to the accounts
payable on Bancard's books at the end of the quarter.

      Common stock of  $1,437,824  at both  September 30, 1996 and June 30, 1996
represented 1,437,824 shares at $1.00 par value of the Company's common stock.

      At both September 30, 1996 and June 30, 1996,  additional  paid-in-capital
of  $11,764,416  consisted  of the  proceeds  above  par from the  public  stock
offering less associated costs for professional fees and underwriting  discounts
and  commissions,  as well as the  proceeds  from  the  private  placement  less
associated costs.

      The  accumulated  deficit at June 30, 1996 of $1,048,165  was comprised of
pre-opening  expenses,  start-up expenses for the Bank,  consisting primarily of
salaries,  marketing and advertising  fees,  supplies and forms and the net loss
incurred. The accumulated deficit decreased by $259,184 to $788,981 at September
30, 1996 to reflect the net income for the three months.

      Unrealized  losses on securities  available for sale decreased by $148,436
to $337,033 at September 30, 1996 from  $485,469 at June 30, 1996.  The decrease
was attributable to the increase in fair value of the securities,  identified as
available for sale, for the quarter.

      In  anticipation  of continued  asset  growth,  the Company has decided to
conduct a preferred  stock offering.  It is  management's  intention to raise at
least $7.5  million.  Subscriptions  were signed  during  October  1996 for $5.0
million.
<PAGE>


      RESULTS OF OPERATIONS

      Net income for the three month period ended  September  30, 1996 more than
doubled to  $259,184  as compared to a net income of $93,842 for the same period
in 1995.

      Interest income  increased by $571,819 from $1,442,418 for the three month
period ended  September 30, 1995 to $2,014,237  for the three month period ended
September  30,  1996.   The  39.64%  rise  in  interest   income  was  primarily
attributable to greater average outstanding balances in interest earning assets.

      Interest  expense  increased by $198,415 from $809,854 for the three month
period ended  September 30, 1995 to $1,008,269  for the three month period ended
September 30, 1996. The 24.50% increase in interest  expense was again primarily
attributable  to  greater  average  outstanding  balances  in  interest  bearing
liabilities.

      The  Company  had  an  allowance   for   estimated   losses  on  loans  of
approximately  1.5% of total loans at September 30, 1996 and 1995. The provision
for loan losses  increased by $56,600  from  $100,800 for the three month period
ended  September 30, 1995 to $157,400 for the three month period ended September
30,  1996.  The 56.15%  increase  in the  provision  was made as a result of the
increase in the total loan  portfolio  during this quarter.  In the future,  the
Company plans to adjust the provision based on a risk weighting policy.

     Other income increased by $149,773 from $369,435 for the three month period
ended  September 30, 1995 to $519,208 for the three month period ended September
30,  1996.  Other  income at  September  30, 1996  consisted  of income from the
merchant credit card operation,  the trust department,  depository service fees,
and other  miscellaneous fees. The increase was primarily due to the addition of
new customers and increased volume of merchant credit card processing at Bancard
and the addition of new clients in the trust department at the Bank.

      The  main  components  of  other  expenses  were  primarily  salaries  and
benefits,  occupancy and equipment  expenses,  professional  and data processing
fees, insurance expenses,  and advertising and marketing for both periods. Other
expenses  for the three  months  ended  September  30, 1996 were  $1,108,592  as
compared  to  $807,357  for the same  period in 1995.  The  $301,235,  or 40.54%
increase was primarily due to higher overhead  expenses on the increased  volume
of business acquired in the last fiscal year.


OTHER DEVELOPMENTS

      The Bank opened the  permanent  Davenport  facility  on July 1, 1996.  The
newly constructed  building is located on North Brady Street.  The Bank owns one
half of the two  story  commercial  office  structure  that is  separated  by an
atrium.  The Bank occupies all 6,000 square feet of its first floor and utilizes
the basement for storage and item processing.  Three thousand square feet of its
second floor has been leased to a  professional  services  firm.  The  remaining
3,000 square feet is available for lease.

      In October of 1996, the management of the Company announced its intentions
to lease  space in the  historic  Velie  Mansion  in  Moline.  Bancard  plans to
relocate its operations to third floor of the 37,000 square foot building in mid
1997.  Subject  to  regulatory  approval,  the Bank will  create a  full-service
banking  operation  on the east half of the first floor of the  building in late
1997, or early 1998.

NEW ACCOUNTING PRONOUNCEMENTS

      The  Financial  Accounting  Standards  Board has issued  Statement No. 125
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of Liabilities" which becomes effective for transfers and servicing of financial
assets and  extinguishments  of liabilities  occurring  after December 31, 1996.
This Statement  provides  accounting  and reporting  standards for transfers and
servicing  of  financial  assets and  extinguishments  of  liabilities  based on
consistent  application  of a  financial-components  approach  that  focuses  on
control.  Under that approach,  after a transfer of financial  assets, an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred,  derecognizes  financial assets when control has been surrendered,
and  derecognizes   liabilities  when   extinguished.   The  Statement  provides
consistent  standards for distinguishing  transfers of financial assets that are
sales from  transfers  that are secured  borrowings.  Management  believes  that
adoption  of this  Statement  will not have a material  effect on the  Company's
financial statements.
<PAGE>


RECENT REGULATORY DEVELOPMENTS

     On September  30, 1996,  President  Clinton  signed into law the  "Economic
Growth  and  Regulatory  Paperwork  Reduction  Act  of  1996"  (the  "Regulatory
Reduction  Act").  Subtitle G of the  Regulatory  Reduction  Act consists of the
"Deposit  Insurance  Funds Act of 1996" (the  "DIFA").  The DIFA  provides for a
one-time  special  assessment on each depository  institution  holding  deposits
subject to assessment  by the FDIC for the Savings  Association  Insurance  Fund
(the "SAIF") in an amount which, in the aggregate,  will increase the designated
reserve ratio of the SAIF (i.e., the ratio of the insurance reserves of the SAIF
to total SAIF-insured  deposits) to 1.25% on October 1, 1996. Subject to certain
exceptions,  the special assessment is payable in full on November 27, 1996. The
Bank holds no  SAIF-assessable  deposits and,  therefore,  is not subject to the
special assessment.

      Prior to the  enactment  of the  DIFA,  a  substantial  amount of the SAIF
assessment revenue was used to pay the interest due on bonds issued by the FICO,
the entity  created  in 1987 to  finance  the  recapitalization  of the  Federal
Savings and Loan Insurance  Corporation,  the SAIF's predecessor insurance fund.
Pursuant to the DIFA, the interest due on outstanding FICO bonds will be covered
by assessments against both SAIF and BIF member  institutions  beginning January
1, 1997. Between January 1, 1997 and December 31, 1999, FICO assessments against
BIF-member  institutions,  such  as the  Bank,  cannot  exceed  20% of the  FICO
assessments  charged SAIF- member  institutions.  From January 1, 2000 until the
FICO bonds mature in 2019, FICO  assessments  will be shared by all FDIC-insured
institutions on a pro rata basis.  The FDIC estimates that the FICO  assessments
for the period January 1, 1997 through  December 31, 1999 will be  approximately
0.013% of deposits for BIF members versus  approximately  0.064% of deposits for
SAIF members, and will be less than 0.025% of deposits thereafter.

      The DIFA  also  provides  for a merger of the BIF and SAIF on  January  1,
1999, provided there are no state or federally  chartered,  FDIC-insured savings
associations  existing on that date. To facilitate the merger of the BIF and the
SAIF,  the DIFA  directs  the  Treasury  Department  to  conduct  a study on the
development of a common charter and to submit a report,  along with  appropriate
legislative recommendations, to the Congress by March 31, 1997.

      In addition to the DIFA, the Regulatory Reduction Act includes a number of
statutory  changes designed to eliminate  duplicative,  redundant or unnecessary
regulatory  requirements.  Among other  things,  the  Regulatory  Reduction  Act
establishes streamlined notice procedures for the commencement of new nonbanking
activities by bank holding  companies,  establishes time frames within which the
FDIC must act on  applications  by state  banks to engage in  activities  which,
although  permitted  for the state bank  under  applicable  state  law,  are not
permissible activities for national banks, and excludes ATM closures and certain
branch  office  relocations  from the prior notice  requirements  applicable  to
branch closings.  The Regulatory Reduction Act also clarifies the liability of a
financial institution, when acting as a lender or in a fiduciary capacity, under
the  federal  environmental  clean-up  laws.  Although  the full  impact  of the
Regulatory Reduction Act on the operations of the Company and the Bank cannot be
determined at this time,  management  believes that the legislation  will reduce
compliance  costs to some  extent and allow the  Company  and the Bank  somewhat
greater operating flexibility.



<PAGE>



Part II


                                             QUAD CITY HOLDINGS, INC.


                                            PART II - OTHER INFORMATION


Item 1          Legal Proceedings - None

Item 2          Changes in Securities - None

Item 3          Defaults Upon Senior Securities - None

Item 4   Submission of Matters to a Vote of Security Holders - None

Item 5   Other Information - None

Item 6   Exhibits and Reports on Form 8-K - None


<PAGE>


Part II




                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                            QUAD CITY HOLDINGS, INC.
                                  (Registrant)


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





Date   November 8, 1996                 /s/ Michael A. Bauer
      ------------------                -------------------------------------
                                        Michael A. Bauer, Chairman




Date   November 8, 1996                 /s/ Douglas M. Hultquist
      ------------------                -------------------------
                                        Douglas M. Hultquist, President
                                        Principal Executive, Financial & 
                                             Accounting Officer

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS FINANCIAL SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE SEPTEMBER 30, 1996 FORM 10-Q FOR QUAD CITIES HOLDINGS, INC., AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               SEP-30-1996
<CASH>                                           6,273
<INT-BEARING-DEPOSITS>                           5,555
<FED-FUNDS-SOLD>                                 6,615
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     31,515
<INVESTMENTS-CARRYING>                           3,033
<INVESTMENTS-MARKET>                             2,991
<LOANS>                                         67,244
<ALLOWANCE>                                      1,009
<TOTAL-ASSETS>                                 126,100
<DEPOSITS>                                     103,459
<SHORT-TERM>                                     6,898
<LIABILITIES-OTHER>                              3,665
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                         1,438
<OTHER-SE>                                      10,638
<TOTAL-LIABILITIES-AND-EQUITY>                 126,100
<INTEREST-LOAN>                                  1,346
<INTEREST-INVEST>                                  521
<INTEREST-OTHER>                                   147
<INTEREST-TOTAL>                                 2,014
<INTEREST-DEPOSIT>                                 919
<INTEREST-EXPENSE>                               1,008
<INTEREST-INCOME-NET>                            1,006
<LOAN-LOSSES>                                      157
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  1,109
<INCOME-PRETAX>                                    259
<INCOME-PRE-EXTRAORDINARY>                         259
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       259
<EPS-PRIMARY>                                      .18
<EPS-DILUTED>                                      .18
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   853
<CHARGE-OFFS>                                        1
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                1,009
<ALLOWANCE-DOMESTIC>                             1,009
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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