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WILSON BANK HOLDING COMPANY

WILSON BANK HOLDING COMPANY

623 West Main Street

Lebanon, Tennessee 37087

September 23, 2005

VIA EDGAR

Nili Shah

Accounting Branch Chief

Securities and Exchange Commission

Washington, D.C. 20549-7010

Dear Ms. Shah:

     This letter is in response to your comment letter dated September 2, 2005 with respect to the
following documents filed by Wilson Bank Holding Company (the “Company”):

     Form 10-K for Fiscal Year Ended December 31, 2004 Filed March 16, 2005

     Form 10-K/A for Fiscal Year Ended December 31, 2004 Filed April 29, 2005

     Form 10-Q for the Fiscal Quarters Ended March 31, 2005 and June 30, 2005

     File No. 0-20402

     We would appreciate the opportunity to discuss our proposed responses with you to determine if
they appropriately address the concerns of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”). We have prepared these responses with the assistance of our counsel
and the proposed responses have been reviewed by the members of our audit committee and our
independent registered public accounting firm, Maggart & Associates, P.C. (“Maggart & Associates”).

     In accordance with your letter dated September 2, 2005, the Company acknowledges that the
adequacy and accuracy of the disclosure in any Company filing is the responsibility of the Company
and that Staff comments or changes to disclosures in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing. The Company also acknowledges
that it may not assert Staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

Form 10-K/A for the Fiscal Year ended December 31, 2004

Item 9A. Controls and Procedures, page 4

     Evaluation of Disclosure Controls and Procedures, page 4

    1.

    We note that you have identified a material weakness as of December 31, 2004 and concluded
that your internal control over financial report was not effective. Please tell us how you
were able to conclude that disclosure controls and procedures were effective in accordance
with Item 307 of Regulation S-K in your Form 10-K for the fiscal year

    ended December 31, 2004 and your Forms 10-Q for the fiscal quarters ended March 31, 2005 and
June 30, 2005 in light of the material weakness identified and that no changes in your
internal control over financial reporting occurred during the fiscal quarters ended March
31, 2005 and June 30, 2005.

    Response: The material weakness identified in the Company’s Form 10-K/A for the fiscal year
ended December 31, 2004 (the “Form 10-K/A”) related to the mechanical process by which the
initial draft of the Company’s audited consolidated financial statements (the “audited
financial statements”) and related footnotes are prepared and not to the recording, review,
generation or preparation of the Company’s financial and accounting source data. The
conclusion that there was a material weakness in the Company’s internal control over
financial reporting was based on guidance by the Public Company Accounting Oversight Board’s
Staff Questions and Answers (PCAOB Q&A) Q7 and A7. Specifically, the Company concluded that
the level of reliance being placed on Maggart & Associates to help identify potential
footnote disclosures resulted in a material weakness as outlined in PCAOB Q&A A7.
Unfortunately due to the evolving nature of the standards and guidance, the Company was
unable to implement procedures to remedy this material weakness and at the same time meet
the accelerated reporting deadline for its Annual Report on Form 10-K for the fiscal year
ended December 31, 2004. As described below in response to Question 3, the material
weakness does not relate to the Company’s quarterly reports and the Company intends to
implement a process during the preparation of the Company’s audited financial statements for
the fiscal year ending December 31, 2005 that it believes will eliminate this material
weakness.

    As defined in Rule 13a-15(e) “disclosure controls and procedures” are those “controls and
procedures of an issuer that are designed to ensure that information required to be
disclosed by the issuer in reports that it files or submits under the [Securities Exchange]
Act [of 1934] is recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms.” The material weakness identified in the
Company’s Form 10-K/A related to the process by which the audited financial statements were
prepared and not to the process by which the Company’s annual and quarterly reports were
prepared or the process by which information was recorded, processed, summarized and
reported for inclusion in these reports.

    Note that these reports were filed in a timely manner and the Company’s chief executive
officer and chief financial officer concluded that these reports
fully complied with the
requirements of Section 13(a) of the Securities Exchange Act of 1934.

    When evaluating the effectiveness of the disclosure controls and procedures for the Company,
the Company believes it is important to consider that the Company was a bank holding
company, the principal subsidiary of which, was Wilson Bank & Trust, a state bank (the
“Bank”) with its operations principally centered in Wilson County, Tennessee. The Bank
accounted for approximately 80% of the total assets of the Company and 90% of the net income
of the Company at and for the fiscal year ended December 31, 2004. During the fiscal year
ended December 31, 2004, the Company also owned a 50% interest in two other banks with
operations primarily located in counties adjacent to Wilson County, Tennessee, which have
been subsequently merged into the Bank. The

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    chief executive officer of the Company also served as the chief executive officer of the
Bank and the two 50% owned bank subsidiaries during 2004 and continues to serve as the chief
executive officer of the Bank. The Company’s chief executive officer serves on all standing
committees of the Company’s and the Bank’s boards of directors, except the audit and
personnel committees, including the finance committee of the Bank’s board of directors,
which serves as the credit review board of the Bank. This committee reviews loan
applications meeting certain criteria and approves those found creditworthy. In addition,
this committee reviews all loans that are funded.

    In preparing the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q,
the Company’s principal executive and principal financial officer, the chief executive and
chief financial officer, respectively, engaged in discussions with other members of the
Company’s senior management and other employees of the Company with responsibility for
information required to be included in these reports to the extent, and in time, to allow
for the inclusion of any required information in the Company’s annual and quarterly reports.
As a result of these discussions, the fairly limited size and scope of the Company’s
operations described above and the significant involvement of the principal executive officer in the day to day
management activities of the Company and the Bank as well as his service on the loan review
committee of the Bank’s board of directors, the Company’s chief executive officer and chief
financial officer concluded that the Company’s disclosure controls and procedures were
effective at December 31, 2004, March 31, 2005 and June 30, 2005.

    In Release No. 33-8238; 34-47986; IC-26068 (Final Rule: Management’s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic
Reports) (the “404 Release”) the Commission acknowledged that many commenters were confused
between a company’s disclosure controls and procedures and a company’s internal control over
financial reporting and that “while there is substantial overlap between a company’s
disclosure controls and procedures and its internal control over financial reporting, there
are both some elements of disclosure controls and procedures that are not subsumed by
internal control over financial reporting and some elements of internal control that are not
subsumed by the definition of disclosure controls and procedures.” In the 404 Release, the
Commission also stated that “[i]n particular, disclosure controls and procedures will
include those components of internal control over financial reporting that provide
reasonable assurances that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles” but that a
Company may conclude that certain components of the Company’s internal control over
financial reporting are not part of its disclosure controls and procedures.

    The Company believes that the component of its internal control over financial reporting
generating the identified material weakness — the process by which the audited financial
statements and related footnotes were prepared — was not part of its disclosure controls
and procedures, did not impact whether transactions were recorded as necessary to permit
preparation of the Company’s financial statements in accordance with generally accepted
accounting principles and that as such, its disclosure controls and procedures were
effective at December 31, 2004.

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    The process by which the initial draft of the Company’s audited financial statements was
prepared and the related material weakness is not the same process by which the Company’s
quarterly consolidated financial statements for the quarters ended March 31, 2005 and June
30, 2005 were prepared. Those financial statements and related footnotes were prepared
entirely by the Company’s personnel and subsequently reviewed by Maggart & Associates. For
that reason, as well as those described above, the Company believes that its disclosure
controls and procedures were effective at March 31, 2005 and June 30, 2005.

Form 10-K/A for the Fiscal Year ended December 31, 2004

Item 9A. Controls and Procedures, page 4

     Report of Management on Internal Control Over Financial Reporting, page 4

    2.

    In your disclosure, you state, “The chief financial officer accumulates financial information
and electronic files which are provided to the Company’s registered public accounting firm.
The accounting firm assembles an initial draft of the financial statements and related notes
which management of the Company thereafter reviews and revises as appropriate. The lack of
controls could result in incomplete or inaccurate disclosures in the financial statements.”
Based on these statements, it is unclear how your Audit Committee determined that your
independent registered public accounting firm, Maggart & Associates, P.C., complied with the
SEC’s auditor independence rules. Please provide us with a detailed explanation as to why
your Audit Committee believes Maggart & Associates, P.C. is independent. Please refer to
Section II.B.1 of Rule 33-8183 for guidance.

    Response: The Company was solely responsible for the generation of the financial
information and the electronic files that were used in preparing the preliminary draft of
the Company’s audited financial statements for the fiscal year ended December 31, 2004. The
Company also prepared all general ledgers, account reconciliations, regulatory call reports
(including detailed financial data schedules and balance sheets and income statements) and
computer printouts or schedules used in drafting these financial statements and related
footnotes. The Company prepared the adjustments necessary to adjust the accounts. Minor
audit adjustments related to depreciation and income taxes were approved by the Company and
posted by it to the general ledger. Maggart & Associates made no entries to the Company’s
records and the Company was solely responsible for authorizing, approving and recording all
transactions to its books and records. Once Maggart & Associates’ report department input
the necessary financial data into the financial statement format which was established by
management when preparing the Company’s quarterly reports on Form 10-Q, these financial
statements were reviewed by members of the Company’s management and compared to the
Company’s source financial information and to the annual regulatory reports prepared
exclusively by the Company. Following review by the Company’s audit committee and board of
directors, including any discussions between these groups and Maggart & Associates, the
Company coordinated the printing of the annual report with the assistance of its attorneys.
Edgar filings for the Annual Report on Form 10-K were prepared with the

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    assistance of the Company’s attorneys and reviewed by Maggart & Associates prior to filing.

    In respect to the independence of Maggart & Associates, the Company believes that the
procedures followed in connection with drafting of the audited financial statements fall
within AICPA Professional Standards Ethics Interpretation No. 101-3 guidelines of
permissible nonattest services in which “independence would not be impaired.”

    Further, in respect to the independence of Maggart & Associates under the Commission’s
auditor independence rules, particularly Final Rule 33-8183 (Strengthening the Commission’s
Requirements Regarding Auditor Independence) (“Rule 33-8183”), the Company offers the
following response. The Commission noted in its release for Rule 33-8183 (the “Rule 33-8183
Release”) that its “principles of independence with respect to services provided by auditors
are largely predicated on three basic principles, violations of which would impair the
auditor’s independence: (1) an auditor cannot function in the role of management, (2) an
auditor cannot audit his or her own work, and (3) an auditor cannot serve in an advocacy
role for his or her client. The Rule 33-8183 Release also identified nine categories of
non-audit services that are prohibited from being provided by an issuer’s auditor and
provides that any permissible non-audit services can by provided by the auditor only if
approved in advance by an issuer’s audit committee.

    Taking these nine specific categories first, the Company does not believe that Maggart &
Associates has performed any of these services for the Company. Specifically, the Company
does not believe that the preparation of an initial draft of the audited financial
statements from financial source data generated by the Company constitutes a prohibited
non-audit service, including bookkeeping or other services related to accounting records or
financial statements.

    As stated in the Rule 33-8183 Release, the rules regarding the provision of prohibited
bookkeeping or other services focus on the provision of services involving (1) maintaining
or preparing the audit client’s audit records, (2) preparing financial statements that are
filed with the Commission or the information that forms the basis of financial statements
filed with the Commission, or (3) originating source data underlying the audit client’s
financial statements. The Company does not believe that the services provided by Maggart &
Associates constitute bookkeeping within the understood definition as Maggart & Associates
is not maintaining or preparing the Company’s audit records or originating source data
underlying the Company’s audited financial statements. Nor does the Company believe that
the process of generating an initial draft of the audited financial
statements from the Company generated source data constitutes
the preparation of financial statements that are filed with the Commission. Further, the
Company believes that the illustrations in the AICPA Professional Standards Ethics
Interpretation No. 101-3 (in particular the second illustration
under “Specif