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, 2001


                         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, 2001
--------------------------                                    ------------------
Common Stock, no par value                                          1,495,483
<PAGE>


                              HILLS BANCORPORATION
                               Index to Form 10-Q

                                     Part I
                              FINANCIAL INFORMATION

                                                                           Page
                                                                          Number

Item 1.    Financial Statements
           Consolidated balance sheets, March 31, 2001 (unaudited)
             and December 31, 2000
           Consolidated statements of income, (unaudited) for three
             months ended March 31, 2001 and 2000
           Consolidated statements of comprehensive income, (unaudited) for
             three months ended March 31, 2001 and 2000.
           Consolidated statements of stockholders' equity, (unaudited)
             for three months ended March 31, 2001 and 2000
           Consolidated statements of cash flows (unaudited) for three
             months ended March 31, 2001 and 2000
           Notes to consolidated financial statements

Item 2.    Management's discussion and analysis of fin


                                     Part II

                                OTHER INFORMATION

Item 1.    Legal proceedings

Item 2.    Changes in securities and use of proceeds

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

COMPUTATION OF EARNINGS PER SHARE

SIGNATURES
<PAGE>


                              HILLS BANCORPORATION
                           CONSOLIDATED BALANCE SHEETS

                          (In Thousands Except Shares)

                                                         March 31,
                                                           2001     December 31,
                                                         Unaudited      2000*
                                                         -----------------------
ASSETS

Cash and due from banks ..............................   $ 22,308     $ 25,669
Investment securities:
   Available for sale (amortized cost
     March 31, 2001 $154,141;
     December 31, 2000 $136,661) .....................    157,590      137,768
   Held to maturity (fair value
     March 31, 2001 $15,548;
     December 31, 2000 $15,676) ......................     15,216       15,509
   Stock of Federal Home Loan Bank ...................      7,809        7,789
Federal funds sold ...................................     21,785       28,065
Loans, net ...........................................    627,936      626,873
Property and equipment, net ..........................     17,949       16,499
Accrued interest receivable ..........................      7,382        7,522
Deferred income taxes, net ...........................      2,242        3,286
Other assets .........................................      6,854        6,770
                                                         ---------------------
                                                         $887,071     $875,750
                                                         =====================

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Noninterest-bearing deposits .........................   $ 72,514     $ 76,087
Interest-bearing deposits ............................    590,523      576,619
                                                         ---------------------
   Total deposits ....................................   $663,037     $652,706
Federal funds purchased and securities
   sold under agreements to repurchase ...............     15,176       16,561
Federal Home Loan Bank notes .........................    120,668      120,668
Accrued interest payable .............................      2,822        2,865
Other liabilities ....................................      3,904        2,876
                                                         ---------------------
                                                         $805,607     $795,646
                                                         ---------------------
REDEEMABLE COMMON STOCK HELD BY
   EMPLOYEE STOCK OWNERSHIP PLAN
   (ESOP) ............................................   $ 11,550     $ 11,550
                                                         ---------------------

STOCKHOLDERS' EQUITY
Capital stock, common, no par value;
   authorized 10,000,000 shares;
   issued March 31, 2001 - 1,495,483 shares;
   December 31, 2000 - 1,495,483 shares ..............   $ 10,197     $ 10,197
Retained earnings ....................................     69,093       69,179
Accumulated other comprehensive income,
  unrealized gains on investment securities, net ....       2,174          698
                                                         --------------------
                                                         $ 81,464     $ 80,074
Less, maximum cash obligation related to
   ESOP shares .......................................     11,550       11,550
                                                         ---------------------
                                                         $ 69,914     $ 68,524
                                                         ---------------------
                                                         $887,071     $875,750
                                                         =====================
* Derived from audited financial statements.

See Notes to Financial Statements.
<PAGE>


                              HILLS BANCORPORATION

                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

                   Three Months Ended March 31, 2001 and 2000
                      (In Thousands, Except Per Share Data)

                                                            2001          2000
                                                           ---------------------
Interest income:
   Interest and fees on loans ......................       $12,994       $11,638
   Interest on investment securities:
     Taxable .......................................         1,788         1,833
     Non-taxable ...................................           457           416
   Interest on federal funds sold ..................           513           172
                                                           ---------------------
   Total interest income ...........................       $15,752       $14,059
                                                           ---------------------

Interest expense:
   Interest on deposits ............................       $ 7,070       $ 5,406
   Interest on securities sold under
   Interest on FHLB borrowings .....................         1,747         1,953
                                                           ---------------------

   Total interest expense ..........................       $ 9,000       $ 7,492
                                                           ---------------------
   Net interest income .............................       $ 6,752       $ 6,567

Provision for loan losses ..........................           225           273
                                                           ---------------------

   Net interest income after provision

Other income:
   Loan origination fees ...........................       $   146       $    47
   Trust fees ......................................           594           589
   Deposit account charges and fees ................           710           569
   Other fees and charges ..........................           613           584
                                                           ---------------------
                                                           $ 2,063       $ 1,789
                                                           ---------------------

Other expenses:
   Salaries and employee benefits ..................       $ 2,783       $ 2,660
   Occupancy .......................................           439           340
   Furniture and equipment .........................           608           486
   Office supplies and postage .....................           282           241
   Other operating .................................         1,139         1,168
                                                           ---------------------
                                                           $ 5,251       $ 4,895
                                                           ---------------------
   Income before income taxes ......................       $ 3,339       $ 3,188
Federal and state income taxes .....................         1,032           984
                                                           ---------------------
   Net income ......................................       $ 2,307       $ 2,204
                                                           =====================

Earnings per common share:
     Basic .........................................       $  1.54       $  1.47
     Diluted .......................................          1.53          1.46

<PAGE>


                              HILLS BANCORPORATION
            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                   Three Months Ended March 31, 2001 and 2000
                      (In Thousands, Except Per Share Data)

                                                            2001         2000
                                                           --------------------
Net Income ...........................................     $ 2,307      $ 2,204

Other comprehensive income:
   Unrealized gains (losses) on debt securities ......       2,342         (367)
   Income tax effect of unrealized gains (losses) ....        (866)         136
                                                           -------      -------

Comprehensive Income .................................     $ 3,783      $ 1,973
                                                           =======      =======

See Notes to Financial Statements.
<PAGE>



                              HILLS BANCORPORATION
            UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   Three Months Ended March 31, 2001 and 2000
                      (In Thousands, Except Per Share Data)
<TABLE>
                                                                     Less
                                                         Accum-     Maximum
                                                         mulated     Cash
                                                         Compre-  Obligation
                                     Capital  Retained   hensive    To ESOP
                                      Stock   Earnings   Income      Shares      Total
                                     ---------------------------------------------------
<S>                                  <C>      <C>        <C>      <C>           <C>
Balance, December 31, 2000 $ .....   $10,197   $69,179   $   698    $(11,550)   $ 68,524
  Net income .....................        --     2,307        --          --       2,307
  Cash dividends ($1.60 per share)        --    (2,393)       --          --      (2,393)
  Other comprehensive income .....        --        --     1,476          --       1,476
                                     ---------------------------------------------------
 Balance, March 31, 2001 .........   $10,197   $69,093    $2,174    $(11,550)   $ 69,914
                                     ===================================================

Balance, December 31, 1999 $ .....   $10,214   $61,984    $  (981)  $(10,953)   $ 60,264
  Net income .....................        --     2,204         --         --       2,204
  Change related to ESOP shares ..        --        --         --       (156)       (156)
  Cash dividends ($1.45 per share)        --    (2,169)        --         --      (2,169)
  Other comprehensive income .....        --        --       (231)        --        (231)
                                     ---------------------------------------------------
Balance, March 31, 2000 ..........   $10,214   $62,019    $(1,212)   $(11,109)   $ 59,912
                                     ====================================================
</TABLE>
See Notes to Financial Statements.
<PAGE>


                              HILLS BANCORPORATION

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three Months Ended March 31, 2001 and 2000
                                 (In Thousands)
<TABLE>
                                                                                    2001         2000
                                                                                   --------------------
<S>                                                                                <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income .....................................................................   $  2,307    $  2,204
Adjustments to reconcile net income to
    net cash provided by operating activities:
    Depreciation ...............................................................        482         340
    Provision for loan losses ..................................................        225         273
    Deferred income taxes ......................................................        178         163
    (Increase) decrease in accrued interest receivable .........................        140        (152)
    Amortization of bond discount ..............................................         19          21
    (Increase) decrease in other assets ........................................       (169)      1,111
    Amortization of intangibles ................................................         85          86
    Increase in accrued interest and other liabilities .........................        985         566
                                                                                   --------------------
        Net cash provided by operating activities ..............................   $  4,252    $  4,612
                                                                                   --------------------

CASH FLOWS FROM  INVESTING  ACTIVITIES
Proceeds  from  maturities of investment securities:
    Available for sale .........................................................   $ 18,747    $  6,746
    Held to maturity ...........................................................        293         399
Purchase of investment securities, available for sale ..........................    (36,266)     (9,515)
Federal funds sold, net ........................................................      6,280     (15,004)
Loans made to customers, net of collections ....................................     (1,288)    (14,646)
Purchases of property and equipment ............................................     (1,932)     (1,522)
                                                                                   --------------------
        Net cash (used in) investing activities ................................   $(14,166)   $(33,542)
                                                                                   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits .......................................................   $ 10,331    $ 18,971
Net (decrease) in fed funds purchased and
  securities sold under agreements to repurchase ...............................     (1,385)    (14,945)
Borrowings from FHLB ...........................................................         --      40,000
Payments on FHLB notes .........................................................         --     (15,000)
Dividends paid .................................................................     (2,393)     (2,169)
                                                                                   --------------------
        Net cash provided by financing activities ..............................   $  6,553    $ 26,857
                                                                                   --------------------
       (Decrease) in cash and due from banks ...................................   $ (3,361)   $ (2,073)

CASH AND DUE FROM BANKS
  Beginning ....................................................................     25,669      21,765
                                                                                   --------------------
  Ending .......................................................................   $ 22,308    $ 19,692
                                                                                   ====================

SUPPLEMENTAL DISCLOSURES Cash payments for:
   Interest paid to depositors and others ......................................   $  7,113    $  5,437
   Interest paid on other obligations ..........................................      1,930       2,086
   Non-cash financing transaction,
     increase in maximum cash obligation related
      to ESOP shares ...........................................................       --           156
</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.

In reviewing these financial  statements,  reference should be made to the Notes
to Financial Statements contained in the Financial Statements for the year ended
December 31, 2000.

There were no changes in accounting  policies which had a significant  effect on
the interim consolidated financial statements for the periods presented.

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
                                                    ---------------------------
                                                       2001             2000
                                                    ---------------------------

Agricultural ...............................        $  30,441         $  27,876
Commercial and financial ...................           36,572            38,872
Real estate, construction ..................           39,548            35,456
Real estate, mortgage ......................          499,578           456,388
Loans to individuals .......................           32,129            30,961
                                                    ---------         ---------
                                                    $ 638,268         $ 589,553
Less allowance for loan losses .............          (10,332)           (9,799)
                                                    ---------         ---------
                                                    $ 627,936         $ 579,754
                                                    =========         =========

Transactions in the allowance for loan losses are as follows:

                                                           (In thousands)
                                                            Three Months
                                                           Ended March 31,
                                                      -------------------------
                                                         2001            2000
                                                      -------------------------

 Balance, beginning ..........................        $ 10,428         $  9,750
   Provision charged to expense ..............             225              273
   Net charge-offs ...........................            (321)            (224)
                                                      -------------------------
 Balance, ending ..............................       $ 10,332         $  9,799
                                                      =========================

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

                                                     (In thousands)
                                                        March 31
                                                   -------------------
                                                    2001        2000
                                                   -------------------

Nonaccrual ...................................     $   618     $    --
Accruing loans, past due 90 days or more .....       3,019       2,103
Restructured loan ............................          --          --
Impaired loans ...............................      12,858       8,367
<PAGE>

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


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.

Recent Activities

During  the  first  three  months  of 2001  the  Company  moved  to its new bank
operations center in Hills, Iowa that centralized all bank operations.  Also the
expansion of 6,000 square feet and remodeling of the Coralville  office location
was completed and this will assist in serving customers in that market area.

Financial Position

Total assets of Hills  Bancorporation  are $887.1  million at March 31, 2001 and
that is an increase  of $83.7  million  from March 31,  2000.  This  increase in
assets includes a net increase in loans since March 31, 2000 of $48.2 million or
8.31%.  Net  loans  outstanding  totaled  $627.9  million  at  March  31,  2001.
Investment  securities increased from one year ago by $22.4 million and this and
the loan  volume was  funded by  deposit  and  securities  sold under  agreement
increases  of $85.4  million.  The  majority of the  increase in loans were real
estate loans  secured by  mortgages  and were  primarily  1-4 family real estate
loans.  Investment  rates  on U.S.  Treasury  securities  in 2001  continued  to
decrease.  For example, most rates with maturities up to 10 years are 150 to 200
basis  points  less  than one year  ago.  These  rates  have a direct  effect on
investment  securities rates, loan rates including secondary market loans and on
cost of funds which  consist of both  deposits and  borrowings  from the Federal
Home Loan Bank.  Due to the  continued  loan demand and  challenges  for funding
sources,   asset-liability  management  continues  to  be  very  important.  The
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.  The Company
believes it will be able to maintain sufficient liquidity.

In January 2001, Hills Bancorporation paid a dividend of $2,393,000 or $1.60 per
share, a 10.34%  increase from the $1.45 paid in January 2000.  After payment of
the  dividend  and  adjustment  for  accumulated  other  comprehensive   income,
stockholders'  equity  as of March  31,  2001  totaled  $69,914,000.  The  total
stockholders'  equity of Hills  Bancorporation  as of March 31,  2001 before the
reduction for the ESOP shares,  totaled 9.18% of total assets.  Under risk-based
capital rules,  our total risk based capital is 13.98% of risk adjusted  assets,
and substantially in excess of required minimums.

Liquidity

The  Company  actively  monitors  and manages its  liquidity  position  with the
objective of maintaining  sufficient cash flows to fund operations,  meet client
commitments, take advantage of market opportunities and provide a margin against
unforeseeable  liquidity  needs.  Federal  funds  sold,  loans held for sale and
investment   securities  available  for  sale  are  readily  marketable  assets.
Maturities of all investment securities are managed to meet the Company's normal
liquidity needs.  Investment  securities available for sale may be sold prior to
maturity to meet liquidity  needs, to respond to market changes or to adjust the
Company's  interest rate risk position.  Readily  marketable  assets, as defined
above, comprised 17.8% of the Company's total assets at March 31, 2001.
<PAGE>

Net  cash  provided  from  Company  operations  is  another  primary  source  of
liquidity.  For the three  months  ended  March  31,  2001,  and 2000,  net cash
provided by operating  activities was $4,252,000 and  $4,612,000,  respectively.
The  Company's  trend of  increasing  cash flows from  operations is expected to
resume in the foreseeable future due to the Company's growth.

The Company has  historically  maintained a stable deposit base and a relatively
low level of large  deposits,  which  result  in a low  dependence  on  volatile
liabilities. As of March 31, 2001, the Company had advances of $120,668,000 from
the FHLB of Des Moines.  These  advances were used as a means of providing  both
long- and  short-term,  fixed-rate  funding  for  certain  assets  and  managing
interest rate risk. The Company had additional borrowing capacity available from
the FHLB of approximately $93 million at March 31, 2001.

The combination of high levels of potentially  liquid assets,  low dependence on
volatile  liabilities  and additional  borrowing  capacity  provided  sufficient
liquidity for the Company at March 31, 2001.

Results of Operations

Net income was  $2,307,000  and  $2,204,000 for the three months ended March 31,
2001 and 2000,  respectively.  This is an increase  of  $103,000  or 4.67%.  The
increase is due to a $185,000 increase in net interest income and an increase in
other income of $274,000.  The increase in net interest  income is due primarily
to  average  earning  assets for the first  quarter of 2001 being  approximately
$80.0 million  higher than the balances in 2000 for the three months ended March
31, 2000.  The increase in net interest  income was less than expected  based on
the change in the volume of earning assets, due to a decline in the net interest
margin,  primarily  a result of a higher cost of funds.  Due to lower  secondary
market interest rates,  loan origination fees were up for the quarter by $99,000
to $146,000.  Deposit account  charges  increased over the quarter from one year
ago by $141,000 or 24.78% due  primarily  to volume  increases  in the number of
deposit accounts and some increases in service charges.

Other expenses  increased  from the prior year quarter by $356,000.  $123,000 of
this increase was in salaries and employee  benefits  attributable to additional
staff and salary  adjustments  in the first quarter of 2001 compared to the same
quarter in 2000.  Occupancy  and  furniture  and  equipment  expenses  increased
$221,000 to a total for the quarter of $1,047,000 and is primarily the result of
additional  depreciation  on new  property and  equipment  additions in 2000 and
2001.

Earnings per share, both basic and diluted increased for the quarter ended March
31, 2001 compared to 2000. For the period ended March 31, 2001 basic and diluted
earnings per share were $1.54 and $1.53 in comparison to $1.47 and $1.46 for the
quarter ended March 31, 2000.

Market Risk Management

Market risk is the risk of earnings volatility that results from adverse changes
in interest  rates and market  prices.  The  Company's  market risk is comprised
primarily of interest  rate risk arising  from its core  banking  activities  of
lending  and  deposit  taking.  Interest  rate risk is the risk that  changes in
market  interest rates may adversely  affect the Company's net interest  income.
Management  continually  develops and applies  strategies to mitigate this risk.
Management does not believe that the Company's primary market risk exposures and
how those exposures have been managed to-date in 2001 changed significantly when
compared to 2000.

Asset/Liability Management

The Company has a fully integrated  asset/liability  management system to assist
in managing the balance sheet. The process, which is used to project the results
of alternative  investment  decisions,  includes the  development of simulations
that  reflect the effects of various  interest  rate  scenarios  on net interest
income.  Management  analyzes the  simulations to manage interest rate risk, the
net interest margin and levels of net interest income.

The  goal is to  structure  the  balance  sheet  so  that  net  interest  margin
fluctuates  in a narrow range during  periods of changing  interest  rates.  The
Company  currently  believes that net interest  income would fall by less than 5
percent if interest  rates  increased  or  decreased  by 300 basis points over a
one-year time horizon. This is within the Company's policy limits.
<PAGE>

To  improve  net  interest  income  and lessen  interest  rate risk,  management
continues its strategy of de-emphasizing  fixed-rate portfolio  residential real
estate  loans with long  repricing  periods.  The Company  continues to focus on
reducing interest rate risk by emphasizing growth in variable-rate  consumer and
commercial loans.  Other actions include the use of fixed-rate Federal Home Loan
Bank  (FHLB)  advances as  alternatives  to  certificates  of deposit and active
management of the available for sale investment  securities portfolio to provide
for cash flows that will facilitate interest rate risk management.

The highly  competitive  banking  environment  in Iowa also greatly  impacts the
Company's net interest margin.  The effect of competition on net interest income
is difficult to predict.


<PAGE>


                              HILLS BANCORPORATION
                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        There are no material pending legal proceedings.

Item 2. Changes in Securities and use of proceeds.

        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, 2001.

Item 5. Other Information

        None

Item 6. Exhibits and Reports on Form 8-K

        (a)  Exhibit

             See exhibit 11 - 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, 2001.


<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 15, 2001                                     /s/ Dwight O. Seegmiller
-----------------                                -------------------------------
Date                                             Dwight O. Seegmiller, President
                                                 (Duly authorized officer of the
                                                 registrant)


May 15, 2001
------------------                               /s/ James G. Pratt
Date                                             -------------------------------
                                                 James G. Pratt, Treasurer
                                                 (Principal Financial Officer)