SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
HEARTLAND FINANCIAL USA, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
42234Q-10-2
(CUSIP Number)
Check the following box if a fee is being paid with this
statement ____. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1. Name of reporting person
S.S. or I.R.S. identification no. of the above person
DUBUQUE BANK AND TRUST COMPANY
42-0223620
2. Check the Appropriate box if a member of a group
NOT APPLICABLE
(a)
(b)
3. SEC use only
4. Citizenship or Place of Organization
STATE OF IOWA
NUMBER OF 5. Sole voting power: 338,314
SHARES
BENEFICIALLY 6. Shared voting power: 395,594
OWNED BY
EACH 7. Sole dispositive power: 338,314
REPORTING
PERSON 8. Shared dispositive power: 395,594
WITH
9. Aggregate amount beneficially owned by each reporting person
733,908
10. Check box if the aggregate amount in row (9) excludes
certain shares.
NOT APPLICABLE
11. Percent of class represented by amount in row 9
8.0%
12. Type of reporting person
BK
Item 1a. Name of issuer
HEARTLAND FINANCIAL USA, INC.
Item 1b. Address of issuer's principal executive offices
1398 CENTRAL AVENUE
DUBUQUE, IOWA 52001
Item 2a. Name of person filing
DUBUQUE BANK AND TRUST COMPANY
Item 2b. Address of principal business office, or if none,
residence
1398 CENTRAL AVENUE
DUBUQUE, IOWA 52001
Item 2c. Citizenship
STATE CHARTERED BANK ORGANIZED UNDER THE LAWS OF THE
STATE OF IOWA
Item 2d. Title of Class of Securities
COMMON STOCK, $1.00 PAR VALUE
Item 2e. CUSIP Number
42234Q-10-2
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
13d-2(b), check whether the person filing is a:
(b) Bank, as defined in Section 3(a)19 of the Act.
Item 4. Ownership
(a) Amount beneficially owned: 733,908
The amount of securities reported as beneficially
owned consists of 733,908 shares of the Issuer's
common stock for which the Reporting Person serves
as sole or co-fiduciary with respect to trust and
other accounts. With respect to such shares, the
Reporting Person has sole voting and investment
power with respect to 338,314 shares and shared
voting and investment power over 395,594 shares.
The amount reported as beneficially owned does not
include 622,704 shares held in trust or other
fiduciary accounts and over which the Reporting
Person exercises no voting or investment power.
The 733,908 shares and the 1,356,612 shares
(consisting of the 733,908 shares with sole or
shared voting and investment power and the 622,704
with no voting or investment power) represent 8%
and 14% respectively, of the issued and
outstanding shares of the Issuer. The Reporting
Person disclaims beneficial ownership of all
1,356,612 shares and this report shall not be
construed as an admission of beneficial ownership
for the purposes of Section 13 or any other
purpose.
(b) Percent of Class: 8.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
338,314
(ii) shared power to vote or to direct the vote:
395,594
(iii) sole power to dispose or to direct the
disposition of: 338,314
(iv) shared power to dispose or to direct the
disposition of: 395,594
Item 5. Ownership of Five Percent or Less of a Class
NOT APPLICABLE
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
The amount of securities reported as beneficially owned
consists of shares of the Issuer's common stock for
which the Reporting Person serves as sole or co-
fiduciary with respect to trusts and other accounts.
The Reporting Person is not aware of any person or
group of persons who own more than five percent of the
Issuer's common stock and for whom the Reporting Person
serves as sole or co-fiduciary except that the
Reporting Person is co-trustee for a trust over which
Evangeline K. Jansen, a director of the issuer, has
investment and voting control over all 188,410 shares
of the Issuer's common stock held by such trust, and
the Reporting Person is a co-trustee of a trust over
which Lynn S. Fuller, a director of the Issuer,
controls the voting of all 75,146 shares of the
Issuer's common stock held by such trust.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
NOT APPLICABLE
Item 8. Identification and Classification of Members of the
Group
NOT APPLICABLE
Item 9. Notice of Dissolution of Group
NOT APPLICABLE
Item 10. Certification
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the Issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 4, 1999
/s/ Paul Peckosh
Paul Peckosh
Senior Vice President, Trust
