Exhibit
31.2
I,
John
K. Schmidt, certify that:
1. I
have
reviewed this annual report on Form 10-K of Heartland Financial USA,
Inc.;
2. Based
on
my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made,
in
light
of the circumstances under which such statements were made, not misleading
with
respect to the period covered by this report;
3. Based
on
my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition,
results
of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The
registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14
and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and
have:
a) Designed
such disclosure controls and procedures, or caused such disclosure controls
and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in
which this report is being prepared;
b) Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purpose in accordance with
generally
accepted accounting principles;
c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures as of the end of the period covered by this
report based on such evaluation; and
d) Disclosed
in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter that
has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting, and;
5. The
registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors
and the
audit
committee of registrant’s board of directors (or persons performing the
equivalent function):
a) All
significant deficiencies and material weaknesses in the design or operation
of
internal controls over financial reporting which are reasonably likely to
adversely
affect the registrant’s ability to record, process, summarize, and report
financial information; and
b) Any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the registrant’s internal control over financial
reporting.
Date: March
10,
2006
/s/
John K. Schmidt
John
K.
Schmidt
Chief
Financial Officer