FORM 10-Q - QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              (As last amended in Rel. No. 34-26589, eff. 4/12/93.)

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999


                         Commission file number: 0-12668


                              Hills Bancorporation


Incorporated in Iowa                              I.R.S. Employer Identification
                                                          No. 42-1208067

                          131 MAIN STREET, HILLS, IOWA

                        Telephone number: (319) 679-2291


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  [X] Yes  [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

                                                              SHARES OUTSTANDING
          CLASS                                                AT April 30, 1999
--------------------------                                    ------------------
Common Stock, no par value                                         1,470,469


<PAGE>


                              HILLS BANCORPORATION
                               Index to Form 10-Q

                                     Part I
                              FINANCIAL INFORMATION


                                                                          Page
                                                                         Number

Item 1.   Financial Statements

          Consolidated balance sheets, March 31, 1999 (unaudited)
            and December 31, 1998                             
          Consolidated statements of income, (unaudited) for three
            months ended March 31, 1999 and 1998                  
          Consolidated statements of comprehensive income, (unaudited) for
            three months ended March 31, 1999 and 1998.         
          Consolidated statements of stockholders' equity, (unaudited)
            for three months ended March 31, 1999 and 1998  
          Consolidated statements of cash flows (unaudited) for three
            months ended March 31, 1999 and 1998       
          Notes to consolidated 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 vote of security holders 

Item 5.   Other information                         

Item 6.   Exhibits and reports on Form 8-K      

COMPUTATION OF EARNINGS PER SHARE              

SIGNATURES                                         



<PAGE>


                              HILLS BANCORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

                                                          March 31, December 31,
                                                             1999      1998*
                                                          ----------------------
                                                          (Unaudited)
ASSETS
Cash and due from banks ..............................     $ 15,959   $ 16,427
Investment securities:
   Available for sale (amortized cost
     March 31, 1999 $128,329;
     December 31, 1998 $121,974) .....................      129,354    123,835
   Held to maturity (fair value
     March 31, 1999 $21,189;
     December 31, 1998 $21,740) ......................       20,659     21,168
   Stock of Federal Home Bank ........................        4,464      4,347
Federal funds sold ...................................       12,736     36,811
Loans, net ...........................................      481,306    460,911
Property and equipment, net ..........................       11,576     11,193
Accrued interest receivable ..........................        5,902      5,885
Deferred income taxes, net ...........................        2,228      1,838
Other assets .........................................        7,321      7,372
                                                           --------   --------
                                                           $691,505   $689,787
                                                           ========   ========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Noninterest-bearing deposits .........................     $ 58,622   $ 68,100
Interest-bearing deposits ............................      477,614    466,051
                                                           --------   --------
   Total deposits ....................................     $536,236   $534,151
Federal funds purchased and securities
   sold under agreements to repurchase ...............        9,072     10,554
Federal Home Loan Bank notes .........................       75,732     75,732
Accrued interest payable .............................        1,985      2,048
Other liabilities ....................................        3,073      1,549
                                                           --------   --------
                                                           $626,098   $624,034
                                                           --------   --------

REDEEMABLE COMMON STOCK HELD BY
   EMPLOYEE STOCK OWNERSHIP PLAN
   (ESOP) ............................................     $  9,627   $  9,301
                                                           --------   --------

STOCKHOLDERS' EQUITY
Capital stock, common, no par value;
   authorized 10,000,000 shares;
   issued March 31, 1999 - 1,470,469 shares;
   December 31, 1998 - 1,469,443 shares ..............     $  9,166   $  9,140
Retained earnings ....................................       55,596     55,428
Accumulated other comprehensive income,
   unrealized gains on investment securities, net ....          645      1,185
                                                           --------   --------
                                                           $ 65,407   $ 65,753
Less, maximum cash obligation related to
   ESOP shares .......................................        9,627      9,301
                                                           --------   --------
                                                           $ 55,780   $ 56,452
                                                           --------   --------
                                                           $691,505   $689,787
                                                           ========   ========

*  Derived from audited financial statements.

See Notes to Financial Statements.
<PAGE>


                              HILLS BANCORPORATION
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                   Three Months Ended March 31, 1999 and 1998
                      (In Thousands, Except Per Share Data)

                                                            1999           1998
                                                           -------       -------
Interest Income:
   Interest and fees on loans ......................       $ 9,663       $ 9,175
   Interest on investment securities:
     Taxable .......................................         1,751         1,680
     Non-taxable ...................................           379           335
   Interest on federal funds sold ..................           261           247
                                                           -------       -------
   Total interest income ...........................       $12,054       $11,437
                                                           -------       -------

Interest Expense:
   Interest on deposits ............................       $ 5,090       $ 5,026
   Interest on securities sold under agreements to
     repurchase ....................................           101            88
   Interest on FHLB borrowings .....................         1,077         1,025
                                                           -------       -------

   Total interest expense ..........................       $ 6,268       $ 6,139
                                                           -------       -------
   Net interest income .............................       $ 5,786       $ 5,298

Provision for loan losses ..........................           204           204
                                                           -------       -------
   Net interest income after provision for loan
     losses ........................................         5,582         5,094
                                                           -------       -------
Other income:
   Loan origination fees ...........................       $   199       $   152
   Trust fees ......................................           526           457
   Deposit account charges and fees ................           452           434
   Other fees and charges ..........................           478           373
                                                           -------       -------
                                                           $ 1,655       $ 1,416
                                                           -------       -------
Other expenses:
   Salaries and employee benefits ..................       $ 2,342       $ 2,065
   Occupancy .......................................           293           270
   Furniture and equipment .........................           451           410
   Office supplies and postage .....................           266           282
   Other operating .................................           895           873
                                                           -------       -------
                                                           $ 4,247       $ 3,900
                                                           -------       -------
   Income before income taxes ......................       $ 2,990       $ 2,610

Federal and state income taxes .....................           911           766
                                                           -------       -------

   Net income ......................................       $ 2,079       $ 1,844
                                                           =======       =======

Earning per common share:
     Basic .........................................       $  1.41       $  1.26
     Diluted .......................................          1.39          1.24


See Notes to Financial Statements.
<PAGE>


                              HILLS BANCORPORATION
            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                   Three Months Ended March 31, 1999 and 1998
                      (In Thousands, Except Per Share Data)

                                                            1999         1998
                                                           -------      -------
Net Income ...........................................     $ 2,079      $ 1,819
Other comprehensive income:
   Unrealized gains (losses) on debt securities ......        (855)       1,147
   Income tax effect of unrealized gains (losses) ....         315         (426)
                                                           -------      -------
   Comprehensive Income ..............................     $ 1,539      $ 2,540
                                                           =======      =======

<PAGE>


                              HILLS BANCORPORATION
            UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   Three Months Ended March 31, 1999 and 1998
                                 (In Thousands)

<TABLE>
                                                   Capital  Retained   Unrealized          ESOP
                                                    Stock   Earnings  Gains (Losses)  Obligations    Total
                                                   --------------------------------------------------------
<S>                                                <C>      <C>       <C>             <C>          <C>   
Balance, January 1, 1999 .......................   $9,140   $55,428      $1,185         $(9,301)   $ 56,452
Net Income .....................................      - -     2,079         - -             - -       2,079
Change related to ESOP shares ..................      - -       - -         - -            (326)       (326)
Cash dividends ($1.30 per share) ...............      - -    (1,911)        - -             - -      (1,911)
Unrealized gains (losses) on debt
   securities, net .............................      - -       - -        (540)            - -        (540)
Issuance of 1,026 shares of common stock .......       26       - -         - -             - -          26
                                                   --------------------------------------------------------
Balance, March 31, 1999 ........................   $9,166   $55,596      $  645         $(9,627)    $55,780
                                                   ========================================================

Balance, January 1, 1998 .......................   $9,070   $49,627      $  485         $(7,682)   $ 51,500
Net income .....................................      - -     1,844         - -             - -       1,844
Change related to ESOP shares ..................      - -       - -         - -            (160)       (160)
Cash dividends ($1.20 per share) ...............      - -    (1,762)        - -             - -      (1,762)
Unrealized gains (losses) on debt
  securities, net ..............................      - -       - -         116             - -         116
                                                   --------------------------------------------------------
Balance, March 31, 1998 ........................   $9,070   $49,709      $  601         $(7,842)   $ 51,538
                                                   ========================================================
</TABLE>
See Notes to Financial Statements.
<PAGE>


                              HILLS BANCORPORATION
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Three Months Ended March 31, 1999 and 1998
                                 (In Thousands)
<TABLE>
                                                                                     1999        1998
                                                                                   --------    --------
<S>                                                                                <C>         <C> 
CASH FLOWS FROM OPERATING ACTIVITIES
Net income .....................................................................   $  2,079    $  1,844
Adjustments to reconcile net income to
    net cash provided by operating activities:
    Depreciation ...............................................................        357         329
    Provision for loan losses ..................................................        204         204
    Deferred income taxes ......................................................        (74)        - -
    (Increase) decrease in accrued interest receivable .........................        (17)         13
    Amortization of bond discount ..............................................        115          63
    (Increase) in other assets .................................................        (35)        325
    Amortization of intangibles ................................................         86          86
    Increase in accrued interest and other liabilities .........................      1,461         379
                                                                                   --------    --------
    Net cash provided by operating activities ..................................   $  4,176    $  3,243
                                                                                   --------    --------

CASH FLOWS FROM  INVESTING  ACTIVITIES  Proceeds  from  maturities of investment
securities:
    Available for sale .........................................................   $  8,005    $  7,350
    Held to maturity ...........................................................        495         400
Purchase of investment securities, available for sale ..........................    (14,598)     (9,103)
Federal funds sold, net ........................................................     24,075      15,815
Loans made to customers, net of collections ....................................    (20,599)     (8,437)
Purchases of property and equipment ............................................       (740)       (876)
                                                                                   --------    --------
    Net cash (used in) investing activities ....................................   $ (3,362)   $(26,481)
                                                                                   --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase (decrease) in deposits ........................................   $  2,085    $    887
    Net increase (decrease) in fed funds purchased and
       securities sold under agreements to repurchase ..........................     (1,482)     (2,091)
    Borrowings from FHLB .......................................................        - -      30,000    
Payments on FHLB notes .........................................................        - -      (5,000)
    Stock options exercised ....................................................         26         - - 
    Dividends paid .............................................................     (1,911)     (1,762)
                                                                                   --------    --------
       Net cash provided by financing activities ...............................   $ (1,282)   $ 22,034
                                                                                   --------    --------
       (Decrease) in cash and due from banks ...................................   $   (468)   $ (1,204)

CASH AND DUE FROM BANKS
    Beginning ..................................................................     16,427      15,508
                                                                                   --------    --------
    Ending .....................................................................   $ 15,959    $ 14,304
                                                                                   ========    ========

SUPPLEMENTAL DISCLOSURES Cash payments for:
       Interest paid to depositors and others ..................................   $  5,153    $  5,130
       Interest paid on other obligations ......................................      1,178       1,113
    Non-cash financing transactions:
       Increase in maximum cash obligation related
        to ESOP shares .........................................................        326         160
       Net unrealized gains (losses) on debt securities ........................       (855)       (184)
</TABLE>
See Notes to Financial Statements.
<PAGE>


                              HILLS BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1. Interim Financial Statements

Interim consolidated  financial statements have not been examined by independent
public  accountants,  but include  all  adjustments  (consisting  only of normal
recurring  accruals)  which,  in the opinion of management,  are necessary for a
fair presentation of the results for these periods. The results of operation for
the interim  periods are not  necessarily  indicative  of the results for a full
year.

For purposes of reporting  cash flows,  cash and due from banks includes cash on
hand and amounts due from banks  (including  cash items in process of clearing).
Cash flows from demand deposits,  NOW accounts,  savings  accounts,  and federal
funds  purchased and sold are reported net since their  original  maturities are
less than three months. Cash flows from loans and time deposits are presented as
net increases or decreases.

Note 2. Loans

The following  tables set forth the  composition  of loans and the allowance for
loan losses:
                                                          (In thousands)
                                                              March 31
                                                       1999             1998
                                                     ---------        ---------

Agricultural ................................        $  32,847        $  28,820
Commercial and financial ....................           41,407           36,583
Real estate, construction ...................           34,419           15,728
Real estate, mortgage .......................          351,739          328,868
Loans to individuals ........................           29,940           29,050
                                                     ---------        ---------
                                                     $ 490,352        $ 439,049
Less allowance for loan losses ..............           (9,046)          (8,055)
                                                     ---------        ---------
                                                     $ 481,306        $ 430,994
                                                     =========        =========

              Transactions in the allowance for loan losses are as follows:

                                                         (In thousands)
                                                           Three Months
                                                           Ended March 31
                                                        1999              1998
                                                       -------          -------

Balance, beginning ...........................         $ 8,856          $ 8,010
  Provision charged to expense ...............             204              204
  Net charge-offs ............................             (14)            (159)
                                                       -------          -------
Balance, ending ..............................         $ 9,046          $ 8,055
                                                       =======          =======

The following summarizes the Company's  nonaccrual,  past due,  restructured and
impaired loans:

                                                 (In thousands)
                                                     March 31
                                                  1999    1998   
                                                 ------  ------

Nonaccrual ....................................  $  - -  $  - -
Accruing loans, past due 90 days or more ......     975   1,259
Restructured loan .............................     - -     - -
Impaired loans ................................   9,085   8,653


Note 3. Earnings Per Share

Basic net income per share  amounts are  computed by dividing  net income by the
weighted average number of common shares outstanding during the period.  Diluted
earnings per share are  computed by dividing net income by the weighted  average
number of  common  shares  outstanding  during  the  period  plus the  number of
potential  dilutive  common shares  attributable  to the Company's  stock option
plan.

<PAGE>


                                 PART I, ITEM 2.
                              HILLS BANCORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Total assets of Hills  Bancorporation  are $691.5  million at March 31, 1999 and
that is an increase  of $64.0  million  from March 31,  1998.  This  increase in
assets  includes  an  increase in net loans  between  years of $40.3  million or
11.67% and  resulted  in net loans  outstanding  of $481.3  million at March 31,
1999.  The  majority of the loans were real estate  loans  secured by 1-4 family
mortgages.  With  both a  strong  local  and  national  economy  continuing  and
favorable  loan rates this  increase in loans was  possible.  Other  significant
changes in assets were a $14.9  million  increase in the  investment  securities
held and a reduction in federal funds of $5.5 million.

The asset  increases  were  funded  primarily  by a $57.7  million  increase  in
deposits and securities  sold under  agreements to  repurchase.  Since March 31,
1998,  asset-liability  management  encompasses  both the management of interest
rate  sensitivity  and the  maintenance  of adequate  liquidity.  Interest  rate
sensitivity  management  attempts to provide the optimal  level of net  interest
income while managing exposure to risks associated with interest rate movements.
Liquidity  management  involves  planning  to meet  anticipated  funding  needs.
Management  monitors the rate sensitivity and liquidity positions on an on-going
basis and, when necessary,  appropriate  action is taken to minimize any adverse
effects of rapid interest rate movements or any unexpected liquidity concerns.

In January  1999,  Hills  Bancorporation  paid a dividend of $1.30 per share,  a
8.33%  increase  from the $1.20  paid in January  1998.  The total  dividend  of
$1,911,000  is  deducted  from  stockholders'  equity  and is  reflected  in the
resulting   stockholders'   equity  as  of  March  31,   1999  of   $55,780,000.
Stockholders'  equity  at March 31,  1999 and  December  31,  1998  reflects  an
adjustment for unrealized gain (losses) on debt securities, net of income taxes.
The total  stockholders'  equity of Hills  Bancorporation  as of March 31,  1999
before the reduction for the ESOP shares, as a percent of total assets is 9.46%.
Under risk-based capital rules, total capital is 15.06% of risk adjusted assets,
compared to the current 8% requirement.

Net Income was  $2,079,000  and $1,844,000 for the three months ending March 31,
1999 and 1998,  respectively.  This is an increase  of  $235,000 or 12.74%.  The
increase is due to a $488,000 increase in net interest income and an increase in
other income of $239,000.  The increase in net interest  income is due primarily
to  average  earning  assets for the first  quarter of 1999 being  approximately
$47.4 million higher than the balances in 1998 for the three months ending March
31, 1999.  The increases in other income  includes  $47,000 in loan  origination
fees,  $69,000 in trust fees and $123,000 in deposit  account  charges and other
fees and charges.  Other expenses  increased in 1999 for the period  compared to
1998 by a total of  $347,000.  The largest  increase  was noted in salaries  and
employee benefits which increased $277,000, the result of salary adjustments and
new staff added in the first quarter of 1999.

Basic and diluted  earnings per share  increased for the quarter ended March 31,
1999  compared to 1998.  For the period  ending March 31, 1999 basic and diluted
earnings per share were $1.41 and $1.39 in comparison to $1.26 and $1.24 for the
quarter ending March 31, 1998.

The  Company's  principal  sources of funds  continues to be  prepayment of loan
principal and current amortized loan payments.  In addition,  funds are provided
from current operations.  All of the funds are used to fulfill loan commitments,
make  short-term  investments,  and fund any  deposit  withdrawals  needed.  The
Company has no material  commitments or plans which will  materially  affect its
liquidity or capital resources. The acquisition of property and equipment may be
in cash purchases, or they may be financed if favorable terms are available.

Year 2000

The  Year  2000  poses  an  important  business  issue  regarding  how  existing
application  software  programs and operating  systems can accommodate this date
value.  Many computer programs that can only distinguish the final two digits of
the year  entered  are  expected  to read  entries for the Year 2000 as the Year
1900. Like most financial  service  providers,  the Company may be significantly
affected  by the Year 2000  issues due to the nature of  financial  information.
Software,  hardware and equipment  both within and outside the Company's  direct
control and with whom the Company electronically or operationally interfaces are
likely to be  affected.  If  computer  systems  are not  adequately  changed  to
identify  the  Year  2000,  many  computer  applications  could  fail or  create
erroneous  results.  As a result,  may calculations  that rely on the data field
information,  such  as  interest,  payment  or due  dates  and  other  operating
functions,  may generate results that could be significantly  misstated, and the
Company  could  experience  a temporary  inability to process  transactions  and
engage in normal business activities.
<PAGE>


All of the significant  computer  programs of the Company that could be affected
by this issue are provided by major  third-party  vendors.  In 1998, the Company
completed  the  replacement/upgrading  of  most  of  its  computer  systems  and
programs,  as well as most  equipment,  in order to provide  cost-effective  and
efficient delivery of services to customers,  information to management,  and to
provide additional  capacity for processing  information and transactions due to
acquisitions.  The  third-party  vendors  have advised the Company that all such
computer systems and programs either are or shortly will be Year 2000 compliant.
The Company completed off-site testing of its major applications in 1998.

The  total  cost of the Year  2000  project  was  approximately  $1,180,000  for
capitalized  hardware and software and an additional $88,000 in expenses charged
to earnings in 1998.  Management estimates the cost of the remediation effort to
make the Company's  systems Year 2000 ready will be approximately  $40,000 to be
charged to expense in 1999 and $105,000 to be  capitalized in 1999. In addition,
it is  estimated  that 2,000 man hours  will be  incurred  by Company  personnel
related to Year 2000 issues at an approximate cost of $40,000.
Such costs will be charged to expense as they are incurred.

The Company is developing a Year 2000  contingency  plan that  addresses,  among
other issues, critical operations and potential failures thereof, and strategies
for business continuation.  The contingency plan includes back up power sources,
off-site  processing of data and a detailed  listing of  responsibilities  among
various employees of their  contingency plan duties.  The plan is expected to be
finalized during the third quarter of 1999.

The Company  could incur  losses if loan  payments  are delayed due to Year 2000
problems affecting significant borrowers. The Company is communicating with such
parties to assess their progress in evaluating and  implementing  any corrective
measures  required by them to be Year 2000 ready.  To date, the Company has been
advised by such parties that they have plans in place to address and correct the
issues associated with the Year 2000 problem; however, no assurance can be given
as to the adequacy of such plans or to the  timeliness of their  implementation.
As part of the  current  credit  approval  process,  new and  renewed  loans are
evaluated  as to  the  borrower's  Year  2000  readiness.  Management  does  not
anticipate significant loan losses related to this issue.

Although   management  believes  the  Company's  computer  systems  and  service
providers will be Year 2000 ready, there can be no assurance that these systems,
or those systems of other companies on which the Company's systems rely, will be
fully functional in the Year 2000. Such failure could have a significant adverse
impact on the financial  condition and results of operations of the Company.  In
addition,  there could be a material effect to the financial statements if there
are  significant  interruptions  in basic  services,  such as the electric power
grid, telephone services or the banking system. These risks cannot be estimated.

Forward Looking Information

Forward looking  information  relating to the financial results or strategies of
the Company are made in the Management's  Discussion and Analysis. The following
paragraphs  identify  forward  looking  statements and the risks that need to be
considered when reading those statements.

Forward looking  statements include such words as believe,  expect,  anticipate,
target,  goal,  objective and other words with similar  meaning.  The Company is
under no obligation to update such statements.

The risks  involved in the  operations  and  strategies  of the Company  include
competition  from  other  financial  institutions,  changes in  interest  rates,
changes in economic or market  conditions  and  changes in  regulatory  factors.
These risks, which are not all inclusive, cannot be estimated.
<PAGE>


                              HILLS BANCORPORATION
                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings

              There are no material pending legal proceedings.

Item 2.       Changes in Securities

              There were no changes in securities.

Item 3.       Defaults upon Senior Securities

              Hills Bancorporation has no senior securities.

Item 4.       Submission of Matters to a Vote of Security Holders

              No matters were submitted to a vote of security holders during the
              quarter ending March 31, 1999.

Item 5.       Other Information

              None

Item 6.       Exhibits and Reports on Form 8-K

              (a)  Exhibit
                   See exhibit II - Statement Re Computation of Earnings Per 
                   Common Share

              (b)  Reports on Form 8-K
                   No  reports on Form 8-K have been  filed  during the  quarter
                   ended March 31, 1999.



<PAGE>


                              HILLS BANCORPORATION
                                   EXHIBIT II
                    COMPUTATION OF EARNINGS PER COMMON SHARE


                                                              Three months 
                                                             ended March 31
                                                           1999          1998
                                                         ---------     ---------

Weighted average number of shares outstanding
  (basic) ..........................................     1,470,322     1,467,754

Weighted average of potential dilutive shares
  attributable to stock options granted computed
  under the treasury stock method ..................        24,516        19,194
                                                         ---------     ---------
Weighted average number of shares (diluted) ........     1,494,838     1,486,948
                                                         =========     =========

Earnings Per Share:

   Net income (in thousands) .......................     $   2,079     $   1,844
                                                         =========     =========

   Earnings per common share:
     Basic .........................................     $    1.41     $    1.26
                                                         =========     =========

     Diluted                                             $    1.39     $    1.24
                                                         =========     =========

<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned and thereunto duly authorized.

                                     HILLS BANCORPORATION
                                     (Registrant)



May 13, 1999                         /s/ Dwight O. Seegmiller
------------------------             -------------------------------------------
Date                                 Dwight O. Seegmiller, President
                                     (Duly authorized officer of the registrant)


                                     /s/ James G. Pratt
                                     -------------------------------------------
                                     James G. Pratt, Treasurer
                                     (Principal Financial Officer)