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 September 30, 1997


                         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 OCTOBER 31, 1997
--------------------------                                   -------------------
Common Stock, no par value                                        1,467,259






<PAGE>




                              HILLS BANCORPORATION
                               Index to Form 10-Q

                                     Part I
                              FINANCIAL INFORMATION


                                                                           Page
                                                                          Number

Item 1.  Financial Statements

         Consolidated balance sheets, September 30, 1997 (unaudited)
           and December 31, 1996                                  
         Consolidated statements of income, (unaudited) for three
           and nine months ended September 30, 1997 and 1996     
         Consolidated statement of stockholders' equity, (unaudited)
           for three and nine months ended September 30, 1997 and 1996  
         Consolidated statements of cash flows (unaudited) for three
           and nine months ended September 30, 1997 and 1996    
         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)


<TABLE>


                                                          September 30,    
                                                              1997          December 31,
                                                            Unaudited           1996*
                                                          -------------     ------------
<S>                                                       <C>               <C>  
ASSETS
Cash and due from banks ..................................   $ 16,236         $ 15,036
Investment securities:
   Available for sale (amortized cost
     September 30, 1997 $110,946;
     December 31, 1996 $109,495) .........................    111,441          110,537
   Held to maturity (fair value
     September 30, 1997 $25,770;
     December 31, 1996 $22,232) ..........................     25,424           22,098
Federal funds sold .......................................        207            1,107
Loans, net ...............................................    414,929          368,264
Property and equipment, net ..............................      8,802            8,409
Accrued interest receivable ..............................      5,660            4,884
Deferred income taxes, net ...............................      1,542            1,359
Other assets .............................................      7,844            7,758
                                                             --------         --------
                                                             $592,085         $539,452
                                                             ========         ========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Noninterest-bearing deposits .............................   $ 50,559         $ 46,154
Interest-bearing deposits ................................    418,293          403,907
                                                             --------         --------
   Total deposits ........................................   $468,852         $450,061
Federal funds purchased and securities
   sold under agreements to repurchase ...................     16,104            6,071
Federal Home Loan Bank notes .............................     45,764           25,795
Accrued interest payable .................................      1,972            1,952
Other liabilities ........................................      2,200            1,822
                                                             --------         --------
                                                             $534,892         $485,701
                                                             --------         --------

REDEEMABLE COMMON STOCK HELD BY
   EMPLOYEE STOCK OWNERSHIP PLAN
   (ESOP) ................................................   $  7,058         $  6,416
                                                             --------         --------

STOCKHOLDERS' EQUITY
Capital stock, common, no par value;
   authorized 10,000,000 shares;
   issued September 30, 1997- 1,467,259
   shares; issued December 31, 1996 -
   1,465,384 shares ......................................   $  9,042         $  8,997
Retained earnings ........................................     47,839           44,078
Unrealized gains (losses) on investment securities, net ..        312              676
                                                             --------         --------
                                                             $ 57,193         $ 53,751
Less, maximum cash obligation related to
   ESOP shares ...........................................      7,058            6,416
                                                             --------         --------
                                                             $ 50,135         $ 47,335
                                                             --------         --------
                                                             $592,085         $539,452
                                                             ========         ========
<FN>
*  Derived from audited financial statements.
</FN>
</TABLE>
See Notes to Financial Statements.
<PAGE>




                              HILLS BANCORPORATION
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
             Three and Nine Months Ended September 30, 1997 and 1996
                      (In Thousands, Except Per Share Data)
<TABLE>

                                                                         Three Months Ended                  Nine Months Ended
                                                                            September 30                        September 30
                                                                  ------------------------------       -----------------------------
                                                                     1997                1996              1997              1996
                                                                  -----------        -----------       -----------       -----------
<S>                                                               <C>                <C>               <C>               <C>
Interest Income:
         Interest and fees on loans .......................       $     8,904        $     7,618       $    25,460       $    21,740
         Interest on investment securities
                  Taxable .................................             1,680              1,628             5,046             4,524
                  Non-taxable .............................               306                281               898               827
         Other interest income ............................                54                 79               134               380
                                                                  -----------        -----------       -----------       -----------
         Total interest income ............................            10,944              9,606            31,538            27,471
                                                                  -----------        -----------       -----------       -----------

Interest Expense:
         Interest on deposits .............................             4,942              4,557            14,264            13,053
         Interest on securities sold under
agreements to repurchase ..................................                90                 62               288               229
         Interest on FHLB notes ...........................               747                459             2,007             1,436
                                                                  -----------        -----------       -----------       -----------

         Total interest expense ...........................             5,779              5,078            16,559            14,718
                                                                  -----------        -----------       -----------       -----------
         Net interest income ..............................             5,165              4,528            14,979            12,753

Provision for loan losses .................................               195                187               785               547
                                                                  -----------        -----------       -----------       -----------

         Net interest income after provision
         for loan losses ..................................             4,970              4,341            14,194            12,206
                                                                  -----------        -----------       -----------       -----------

Other income:
         Net gains (losses) on sale of investment
securities ................................................               (62)             - - -               992             - - -
         Real estate origination fees .....................               117                 76               237               281
         Trust fees .......................................               322                195               947               603
         Deposit account charges and fees .................               482                425             1,385             1,197
         Other fees and charges ...........................               283                254               912               781
                                                                  -----------        -----------       -----------       -----------
                                                                        1,142                950             4,473             2,862
                                                                  -----------        -----------       -----------       -----------
Other expenses:
         Salaries and employee benefits ...................             1,858              1,608             5,445             4,671
         Occupancy expenses ...............................               269                224               756               643
         Furniture and equipment ..........................               335                278             1,005               798
         Contributions ....................................               208                228               626               590
         Office supplies and postage ......................                17                 23             1,109                41
         Other operating ..................................               884                724             2,598             1,928
                                                                  -----------        -----------       -----------       -----------
                                                                        3,571              3,085            11,539             8,671
                                                                  -----------        -----------       -----------       -----------
         Income before income taxes .......................             2,541              2,206             7,128             6,397

Federal and state income taxes ............................               788                626             1,829             1,836
                                                                  -----------        -----------       -----------       -----------

         Net income .......................................       $     1,753        $     1,580       $     5,299       $     4,561
                                                                  ===========        ===========       ===========       ===========

Per common share: Net income ..............................       $      1.18        $      1.07       $      3.58       $      3.09
        Dividend, January .................................             - - -              - - -              1.05               .95
        Weighted average number of common shares 
            outstanding ...................................         1,482,862          1,476,374         1,481,029         1,476,847
</TABLE>

See Notes to Financial Statements
<PAGE>


                              HILLS BANCORPORATION
            UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  Nine Months Ended September 30, 1997 and 1996
                                 (In Thousands)

<TABLE>

                                                     Capital   Retained   Unrealized       ESOP
                                                      Stock    Earnings  Gains (Losses) Obligations    Total
                                                   ---------   --------  -------------- -----------  --------
<S>                                                <C>         <C>       <C>            <C>          <C>  
Balance, January 1, 1997 ........                  $   8,996   $ 44,079    $     676    $  (6,416)   $ 47,335
Exercise stock options for 2,055
  shares ........................                         53      - - -        - - -        - - -          53
Redemption of 180 shares stock ..                         (7)     - - -        - - -        - - -          (7)
Net income ......................                      - - -      5,299        - - -        - - -       5,299
Change related to ESOP shares ...                      - - -      - - -        - - -         (642)       (642)
Cash dividends ($1.05 per share)                       - - -     (1,539)       - - -        - - -      (1,539)
Unrealized gains (losses) on
  debt securities, net ..........                      - - -      - - -         (364)       - - -        (364)
                                                   ---------   --------    ---------    ---------    --------
Balance, September 30, 1997 .....                  $   9,042   $ 47,839    $     312    $  (7,058)   $ 50,135
                                                   =========   ========    =========    =========    ========


Balance, January 1, 1996 ........                  $   8,925   $ 39,325    $     298    $  (5,271)   $ 43,277
Net income ......................                      - - -      4,561        - - -        - - -       4,561
Change related to ESOP shares ...                      - - -      - - -        - - -         (769)       (769)
Cash dividends ($.95 per share) .                      - - -     (1,391)       - - -        - - -      (1,391)
Unrealized gains (losses) on debt
  securities, net ...............                      - - -      - - -         (609)       - - -        (609)
                                                   ---------   --------    ---------    ---------    --------
Balance, September 30, 1996 .....                  $   8,925   $ 42,495    $    (311)   $  (6,040)   $ 45,069
                                                   =========   ========    =========    =========    ========

</TABLE>

See Notes to Financial Statements.
<PAGE>


                              HILLS BANCORPORATION
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine Months Ended September 30, 1997 and 1996
                                 (In Thousands)

<TABLE>

                                                                                    1997         1996
                                                                                   --------    --------
<S>                                                                                <C>         <C>   

CASH FLOWS FROM OPERATING ACTIVITIES
Net income .....................................................................   $  5,299    $  4,561
Adjustments to reconcile net income to
    net cash provided by operating activities:
    Depreciation ...............................................................        803         637
    Provision for loan losses ..................................................        785         547
    Net gains on disposition of investment securities ..........................       (992)      - - -
    (Increase) decrease in accrued interest receivable .........................       (776)       (448)
    Amortization of bond discount ..............................................        260         398
    (Increase) in other assets .................................................       (344)        (44)
    Amortization of intangibles ................................................        258          45
    Increase in accrued interest and other liabilities .........................        398         549
                                                                                   --------    --------
    Net cash provided by operating activities ..................................   $  5,691    $  6,245
                                                                                   --------    --------

CASH FLOWS FROM  INVESTING  ACTIVITIES  
Proceeds  from  maturities of investment securities:
    Available for sale .........................................................   $ 15,251    $ 13,000
    Held to maturity ...........................................................      1,894       2,902
Proceeds from sales of available-for-sale securities ...........................      9,366       - - -
Purchase of investment securities:
    Available for sale .........................................................    (25,283)    (19,451)
    Held to maturity ...........................................................     (5,273)     (3,418)
Federal funds sold, net ........................................................        900      23,766
Loans made to customers, net of collections ....................................    (47,450)    (22,264)
Purchases of property and equipment ............................................     (1,196)       (675)
Purchase of subsidiary banks,
    net of cash acquired .......................................................      - - -      (7,560)
                                                                                   --------    --------
       Net cash (used in) investing activities .................................   $(51,791)   $(13,700)
                                                                                   --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase (decrease) in deposits ........................................   $ 18,791    $ 17,010
    Net increase (decrease) in fed funds purchased and
       securities sold under agreements to repurchase ..........................     10,033      (2,047)
    Borrowings from FHLB .......................................................     20,000       - - -
    Payments on FHLB notes .....................................................        (31)     (5,032)
    Stock options exercised ....................................................         53       - - -
    Redemption of common stock .................................................         (7)      - - -
    Dividends paid .............................................................     (1,539)     (1,391)
                                                                                   --------    --------
       Net cash provided by financing activities ...............................   $ 47,300    $  8,540
                                                                                   --------    --------
       Increase in cash and due from banks .....................................   $  1,200    $  1,085

CASH AND DUE FROM BANKS
    Beginning ..................................................................     15,036      11,883
                                                                                   --------    --------
    Ending .....................................................................   $ 16,236    $ 12,968
                                                                                   ========    ========

SUPPLEMENTAL DISCLOSURES Cash payments for:
       Interest paid to depositors and others ..................................   $ 14,244    $ 13,127
       Interest paid on other obligations ......................................      2,295       1,665
    Non-cash financing transactions:
       Increase in maximum cash obligation related
        to ESOP shares .........................................................        642         769
       Net unrealized gains (losses) on debt securities ........................       (547)       (609)
</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)
                                                            September 30
                                                    ---------------------------
                                                      1997               1996
                                                    ---------         ---------

Agricultural ...............................        $  27,135         $  23,811
Commercial and financial ...................           33,742            30,800
Real estate, construction ..................            9,887             8,507
Real estate, mortgage ......................          322,278           272,161
Loans to individual ........................           29,741            32,935
                                                    ---------         ---------
                                                    $ 422,783         $ 368,214
Less allowance for loan losses .............           (7,854)           (7,286)
                                                    ---------         ---------
                                                    $ 414,929         $ 360,928
                                                    =========         =========

Transactions in the allowance for loan losses are as follows:

                                                          (In thousands)
                                                            Nine Months
                                                         Ended September 30
                                                       ------------------------
                                                        1997              1996
                                                       -------          -------

Balance, beginning ...........................         $ 7,311          $ 6,740
  Provision charged to expense ...............             785              547
  Net charge-offs ............................            (242)            (350)
 Allowances of acquired banks ................           - - -              349
                                                       -------          -------
Balance, ending ..............................         $ 7,854          $ 7,286
                                                       =======          =======

<PAGE>



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

                                                     (In thousands)
                                                         June 30
                                                   -------------------
                                                     1997       1996
                                                   --------    -------

Nonaccrual ....................................    $ - - -     $   339
Accruing loans, past due 90 days or more ......        963       1,079
Restructured loan .............................      - - -       - - -
Impaired loans ................................      7,173       5,970


Note 3. Changes in Accounting Policies

Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  per
Share",  was issued in February  1997 and will be effective  for the Company for
periods  ending  after  December  15, 1997 and may not be adopted  prior to such
date. This statement establishes standards for computing and presenting earnings
per  share.  The  Company  expects  to adopt  SFAS No.  128  when  required  and
management  anticipates  adoption  of this  statement  will not have a  material
effect on earnings per share disclosures.

In June 1997, the FASB issued Statement #130, "Reporting  Comprehensive Income",
and Statement  #131,  "Disclosures  About  Segments of an Enterprise and Related
Information".  Statement #130 establishes standards for reporting  comprehensive
income in financial  statements.  Statement #131 expands  certain  reporting and
disclosure requirements for segments from current standards.  The Statements are
effective  for fiscal years  beginning  after  December 15, 1997 and the Company
does not  expect  the  adoption  of these new  standards  to result in  material
changes to previously reported amounts or disclosures.


<PAGE>




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


The Hills  Bancorporation  consolidated  balance  sheet as of September 30, 1997
reflects total assets of $592.1  million,  which is an increase of $52.7 million
from  December  31,  1996.  Net loans are $414.9  million  which  represents  an
increase of $46.7 million from December 31, 1996. These loan increases  continue
to be  primarily  in the  area of  single  family  residential  loans  and  some
multi-family   housing  units.   Deposits  (when  federal  funds  purchased  and
securities sold under agreements to repurchase are included) as of September 30,
1997  totaled  $485.0  million,  an  increase of $28.8  million in nine  months.
Borrowings  from the FHLB have  increased  from $25.8  million to $45.8  million
during the last nine months and these funds were used  primarily to fund the new
loans.

Other significant balance sheet changes from September 30, 1996 to September 30,
1997 were as follows:

     Investment securities increased $3.1 million to $136.9 million.

     Net loans at $414.9 million, an increase of $54.0 million.

     Total deposits,  including  securities sold under agreements to repurchase,
     increased from $456.1 million to $485.0 million for a total change of $28.9
     million.

The  addition  of a location in Lisbon,  Iowa in July 1996 and  Kalona,  Iowa in
September 1996 accounted for approximately $40 million of this asset growth; $22
million in loans;  $18 million in investment  securities  and other assets;  and
approximately $40 million in deposit growth.

Significant  changes  in  the  balance  sheet  are  subject  to  asset-liability
management,  which  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  1997,  Hills  Bancorporation  paid a dividend of $1.05 per share,  a
10.52%  increase  from the $.95 paid in January  1996.  Stockholders'  equity at
September 30, 1997 and December 31, 1996 reflects an adjustment  for  unrealized
gains (losses) on investment securities, net of income taxes. As of December 31,
1996, the unrealized net gains on securities were $676,000  compared to $312,000
at September  30, 1997.  The major  reduction  in  stockholders'  equity was the
result  of the  disposition  of an  appreciated  equity  security  to the  Hills
Bancorporation  Foundation.  Other details of this  transaction are discussed in
the income statement comment section.

The total stockholders'  equity of Hills Bancorporation as of September 30, 1997
(before  the  reduction  for the ESOP  shares) as a percent of total  assets was
9.66%.  Under risk-based capital rules, total capital is 15.05% of risk-adjusted
assets, compared to the current 8% requirement.

Net income for the quarter ended September 30, 1997 increased  $173,000 from the
previous year's quarter. Net income for the nine months ended September 30, 1997
increased  $738,000  from the prior  year's first three  quarters.  Net interest
income  increased  $637,000 and  $2,226,000  for the quarter and the nine months
ended  September  30,  1997  compared  to the same time  period  in 1996.  These
increases are due to  significant  volume  increases in average  earning  assets
which,   as  of  September  30,  1997  compared  to  one  year  ago,  had  grown
approximately  $61.1 million.  These increases are the results of increased loan
volume and the two  acquisitions  discussed  above. Due to the large increase in
net loans,  an additional  $200,000 was provided for the reserve for loan losses
during the second quarter of 1997.
<PAGE>



Another  significant  other  transaction  in the second  quarter of 1997 was the
recognition  of  $1,054,000  gain  on the  disposition  of a  marketable  equity
security held by Hills  Bancorporation.  The equity  security was contributed to
the Hills Bancorporation Foundation, a private charitable foundation,  organized
exclusively for charitable and  educational  purposes to benefit the communities
with bank offices. As a result of the stock contribution,  Hills  Bancorporation
recognized a gain of $1,054,000;  a contribution expense of the same amount, and
an income tax  savings  of  approximately  $340,000  which is  reflected  as tax
savings in the federal and state  income taxes  expense for the second  quarter.
The marketable  equity security was purchased several years ago as an investment
in a non-marketable  start-up  software  developer.  The stock became marketable
upon an initial  public  offering in late 1996.  The net gain of  $1,054,000  is
included  in the  line  item  of net  gains  (losses)  on  sale  of  investments
securities.

Excluding the net gain on sale of investment securities,  all other income items
increased $619,000 for the nine months,  primarily due to trust fee increases of
$347,000;  which was the direct result of additional assets under management and
deposit  amount  charges  and  fees  which  increased  $188,000.  Excluding  the
contribution of the marketable equity security,  all other expenses for the nine
months  increased  $1,814,000  and the  major  portion  of this  increase  was a
$774,000  increase in salaries and employee  benefits as  twenty-nine  full-time
equivalent  positions  were  added  due to the new  banks  added in 1996 and new
positions added at Hills Bank in various areas. Other operating expenses were up
$670,000 as a result of increases in marketing,  other  professional  fees,  and
other data processing charges.

The  Bank'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.

Forward-looking  information  relating to the financial results or strategies of
the Company are referenced throughout  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  or other words with similar  meaning.  The Company is
under no obligation to update such forward-looking information 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  regulations  from the
federal and state regulators.  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 September 30, 1997.

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 September 30, 1997.




<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)




November 14, 1997                    /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)