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SEC Response Letter / Wilson Bank Holding Company

WILSON BANK HOLDING COMPANY

623 West Main Street

Lebanon, Tennessee 37087

December 6, 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 November 18, 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 read by 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

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

       1.

    We note your response to comment 1 in our letter dated October 6, 2005. Specifically,
you acknowledge that Maggart & Associates did suggest you include certain new disclosures
in your annual financial statements for the fiscal year ended December 31, 2004, such as
the impact of any new accounting standards, other than temporary impairment and your
ability to sell the securities, and the standby letters of credit sections. Your response
appears to imply that Maggart & Associates prepared the new disclosures that were
“suggested” and included in your annual financial statements.

    Furthermore, we note that the discounted cash flow spreadsheets you used to calculate the
fair value for the financial assets and liabilities were originally created by Maggart &
Associates.

    Section II.B.1. of Release No. 33-8183, “Final Rule: Strengthening the Commission’s
Requirements Regarding Auditor Independence” states, “...we are adopting rules stating that
all bookkeeping services would cause the auditor to lack independence unless it is
reasonable to conclude that the results will not be subject to audit procedures.” Because
an audit includes the examination of evidence supporting the disclosures in the financial
statements, it would appear that such participation results in Maggart & Associates auditing
its own work, thereby impairing Maggart & Associates’ independence under the SEC’s auditor
independence rules.

    We note your representation to us in your letters dated September 23, 2005 on page 2 and
October 25, 2005 on page 5 that you will be able to remedy the material weakness in your
internal control over financial reporting by having your personnel prepare the initial draft
of the annual, audited consolidated financial statements and audited footnotes for the
fiscal year ended December 31, 2005 and each subsequent fiscal year. Please confirm to us
that your remediation of this material weakness will include preparation of all numerical
and textual financial statement disclosures by your personnel for the fiscal year ended
December 31, 2005 and each subsequent fiscal year. If not, please be advised that Maggart &
Associates’ continued participation in the preparation of your financial statements could
result in the need for a re-audit by another auditing firm.

         Response: While the Company continues to believe that the services performed by
Maggart & Associates were permissible services which would not impair the independence of
Maggart & Associates, the Company confirms to the staff of the Commission that Company
personnel will prepare the initial draft of the Company’s audited consolidated financial
statements for the fiscal year ending December 31, 2005 and each subsequent fiscal year,
including all numerical and textual financial statement disclosures contained therein.

    2.

    We note your response to comment 2 in our letter dated October 6, 2005. You state that
you continue to believe that your disclosure controls and procedures are effective, despite
the material weakness that led to the conclusion that your internal control over financial
reporting is ineffective as of December 31, 2004. While we note that the definition of
disclosure controls and procedures differs from the definition of internal control over
financial reporting, the underlying issue surrounding the material weakness identified can
and often does affect both areas. As such, it remains unclear to us how you were able to
conclude that your disclosure controls and procedures are effective as of December 31, 2004
in light of Maggart & Associates’ statement on page 5 of your Form 10-K/A for the fiscal
year ended December 31, 2004, “The lack of controls could result in incomplete or
inaccurate disclosures in the financial statements.” Please refer to the definition of
disclosure controls and procedures in Rule 13a-15(e) of the 1934 Exchange Act, which states
disclosure controls and procedures “means controls and other procedures of an issuer that
are designed to ensure that information required to be disclosed by the issuer

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    in the reports that it files or submits under the Act...is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms...controls and
procedures designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and communicated to the
issuer’s management, including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.”

    If after further evaluation, you have reached a conclusion that your disclosure controls and
procedures are ineffective as of December 31, 2004, please amend your Form 10-K for the
fiscal year ended December 31, 2004 to state as such.

    If you continue to believe your disclosure controls and procedures are effective as of
December 31, 2004, please amend your Form 10-K for the fiscal year ended December 31, 2004
to include disclosure that explains how you were able to conclude that your disclosure
controls and procedures are effective in light of the material weakness identified.
Specifically, please include a comprehensive discussion in Item 9A. Controls and
Procedures, Evaluation of Disclosure Controls and Procedures that sufficiently addresses
each of the following points:

        •

    A detailed description of the material weakness;

        •

    The specific reasons why you do not believe this material weakness does not result
in ineffective disclosure controls and procedures as of December 31, 2004, which also
should address the statement in your auditor’s report on page 5 of the Form 10-K/A
noted above; and

        •

    The specific steps you are taking or intend to take to remediate the material
weakness.

    Response: The Company proposes to amend its Annual Report on Form 10-K, as amended by
Amendment No. 1 thereto, to reflect that its management has carried out a further evaluation
of the Company’s disclosure controls and procedures and that while the Company’s Chief
Executive Officer and Chief Financial Officer had concluded, based upon their initial
evaluation, that the Company’s disclosure controls and procedures were effective at December
31, 2004, based on this further evaluation of the effectiveness of the Company’s disclosure
controls and procedures at December 31, 2004, the Company’s Chief Executive Officer and
Chief Financial Officer have now concluded that the Company’s disclosure controls and
procedures were not effective at December 31, 2004. As the Company believes that such
disclosure would likely cause confusion for investors because of the fact that the amendment
will be filed more than seven months after the filing of Amendment No. 1 to the Form 10-K,
it proposes to include an explanatory note to the amendment disclosing that the change in
the conclusion was the result of further evaluation by the Company’s management of the
effectiveness of its disclosure controls and procedures as of December 31, 2004 following
the Company’s receipt of a comment letter from the staff of the Commission related to the
material weakness in the Company’s internal control over financial reporting at December 31,
2004 and the related consultation with Commission staff members regarding the impact of the
material weakness in the Company’s internal control over financial reporting as of December
31,

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    2004 on the effectiveness of the Company’s disclosure controls and procedures as of December
31, 2004. Without such clarification, the Company’s management believes that the Company’s
investors will be confused by the genesis of management’s subsequent evaluation.

     If you have any questions concerning our responses to your questions and comments, please do
not hesitate to contact the undersigned, at (615) 444-2265 or by facsimile at (615) 443-7117, or
our outside counsel, Bob F. Thompson or D. Scott Holley, at (615) 742-6200 or by facsimile at (615)
742-2762.

    Sincerely,

    /s/ J. Randall Clemons

    J. Randall Clemons

    President and Chief Executive Officer

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