UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Washington, D.C.~~WASHINGTON, DC 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)


~~[X]~~þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2003~~2004


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission file number ~~0-10402~~0-20402

WILSON BANK HOLDING COMPANY

(Exact name of registrant as specified in its charter)


Tennessee		62-1497076

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
~~of incorporation or organization)~~


623 West Main Street
Lebanon, Tennessee		37087

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:
(615) 444-2265

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $2.00 par value per share
(Title of class)

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. Yes ~~[X]~~þ No ~~[ ]~~o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~[ ]~~o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ~~[X]~~þ No ~~[ ]~~o

The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, ~~2003,~~2004, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately ~~$86,828,892.00.~~$107,311,078. For purposes of this calculation, “affiliates” are considered to be the directors of the registrant. The market value calculation was determined using ~~$46.50~~$28.50 per share.

Shares of common stock, $2.00 par value per share, outstanding on March ~~9, 2004~~7, 2005 were ~~4,373,029.~~4,490,081.

~~PART I~~

PART I

Item 1. ~~Description of Business.~~Business.

General

Wilson Bank Holding Company (the “Company”) was incorporated on March 17, 1992 under the laws of the State of Tennessee. The purpose of the Company was to acquire all of the issued and outstanding capital stock of Wilson Bank and Trust (the “Bank”) and act as a one-bank holding company. On November 17, 1992, the Company acquired 100% of the capital stock of the Bank pursuant to the terms of a plan of share exchange and agreement.

All of the Company’s banking business is conducted through the Bank, a state chartered bank organized under the laws of the State of Tennessee, and two fifty-percent owned subsidiaries, DeKalb Community Bank (“DCB”) and Community Bank of Smith County (“CBSC”). The Bank, on December 31, ~~2003,~~2004, had ~~eight~~nine full service banking offices located in Wilson County, Tennessee, one full service banking facility in Trousdale County, Tennessee, ~~and one~~two full service banking ~~office~~offices in ~~western~~eastern Davidson County and one banking facility located in Rutherford County. On January 4, 2004, the Bank opened its Leeville-109 branch. On February 2, 2004, the Bank opened a loan production office in Murfreesboro which was converted to a full service banking office on March 1, 2004. ~~The~~On March 15, 2004, the Company ~~anticipates that it will be opening a branch location in the~~opened its Mt. Juliet ~~area in~~branch. On February 18, 2005, the ~~second quarter of 2004. The Bank’s wholly-owned subsidiary, Hometown Finance, Inc., was dissolved in 2001 and~~Bank opened its ~~assets and liabilities were distributed to the Bank.~~branch on Donelson Pike. DCB had two full service banking offices in DeKalb County, one office located in Smithville, Tennessee and one office located in Alexandria, Tennessee. CBSC had one office located in Carthage, Smith County, Tennessee and one office located in Gordonsville, Smith County, Tennessee. DCB began operations in April 1996 and CBSC began operations in December 1996. As of December 31, ~~2003,~~2004, revenues and expenses of DCB and CBSC, have not had a material effect on the earnings of the Company.

In November 2004, DCB and CBSC entered into agreements with the Company and the Bank that provide for the merger of DCB and CBSC with and into the Bank subject to shareholder approval and regulatory approvals. At a special meeting of DCB’s shareholders held on March 14, 2005, DCB’s shareholders voted to approve the merger of DCB with and into the Bank. At a special meeting of CBSC’s shareholders to be held on March 24, 2005, CBSC’s shareholders will be asked to approve the merger of CBSC with and into the Bank.

The Company’s principal executive office is located at 623 West Main Street, Lebanon, Tennessee, which is also the principal location of the Bank. The Bank’s branch offices are located at 1444 Baddour Parkway, Lebanon, Tennessee; 200 Tennessee Boulevard, Lebanon, Tennessee; Public Square, Watertown, Tennessee; 8875 Stewart’s Ferry Pike, Gladeville, Tennessee; 1476 North Mt. Juliet Road, Mt. Juliet, Tennessee; 11835 Highway 70, Mount Juliet, Tennessee; 127 McMurry Boulevard, Hartsville, Tennessee; 1130 Castle Heights Avenue North, Lebanon, Tennessee; the Wal-Mart Super Center, Lebanon, Tennessee; 440 Highway 109 North, Lebanon, Tennessee; 4736 Andrew Jackson Parkway in Hermitage, Tennessee; ~~and~~ 151 Heritage Park Drive, Suite 102, in Murfreesboro, Tennessee; and 217 Donelson Pike, Nashville, Tennessee. Management believes that Wilson County, Trousdale County, Davidson County and ~~Trousdale~~Rutherford County offer an environment for continued banking growth in the Company’s target market, which consists of local consumers, professionals and small businesses. The Bank offers a wide range of banking services, including checking, savings, and money market deposit accounts, certificates of deposit and loans for consumer, commercial and real estate purposes. The Bank also offers custodial, trust and discount brokerage services to its customers. The Bank does not have a concentration of deposits obtained from a single person or entity or a small group of persons or entities, the loss of which would have a material adverse effect on the business of the Bank. Furthermore, no concentration of loans exists within a single industry or group of related industries.

The Bank was organized in 1987 to provide Wilson County with a locally-owned, locally-managed commercial bank. Since its opening, the Bank has experienced a steady growth in deposits and loans as a result of providing personal, service-oriented banking services to its targeted market. For the year ended December 31, ~~2003,~~2004, the Company reported net earnings of approximately ~~$9.4~~$9.1 million and had total assets of approximately ~~$852.6~~$937.2 million.

DCB was organized and began operations as a de novo state chartered bank in 1996. Pending consummation of the merger, DCB is 50% owned by the Company and 50% owned by residents of DeKalb County. On November 16, 2004, the Company entered into a merger agreement with DCB, pursuant to which DCB will merge with and into the Bank with the Bank continuing as the surviving entity of the merger. At a special meeting of DCB’s shareholders held on March 14, 2005, DCB’s shareholders voted to approve the merger of DCB with and into the Bank. DCB operates two full-service branches, one in Smithville and one in Alexandria, ~~Tennessee.~~Tennessee, which following consummation of the merger will be operated as DeKalb Community Bank, a Wilson Bank and Trust bank. Until consummation of the merger, DCB is considered a subsidiary of the Company for purposes of the Bank Holding Company Act of 1956.

Management believes that DeKalb County offers an environment for continued growth since it is geographically close to Wilson County. DCB, the only locally-owned bank in DeKalb County, offers a wide range of banking services, including checking, savings, and money market deposit accounts, certificates of deposit and loans for consumer, commercial and real estate purposes. DCB does

not have a concentration of deposits obtained from a single person or entity or a small group of persons or entities, the loss of which would have a material adverse effect on the business of DCB. Furthermore, no concentration of loans exists within a single industry or group of related industries.

CBSC was organized as a de novo state chartered bank in 1996. Pending consummation of its merger with Wilson Bank and Trust, CBSC is 50% owned by the Company and 50% owned by residents of Smith County. On November 16, 2004, the Company entered into a merger agreement with CBSC, pursuant to which CBSC will merge with and into the Bank with the Bank continuing as the surviving entity of the merger. At a special meeting of CBSC’s shareholders to be held on March 24, 2005, CBSC’s shareholders will be asked to approve the merger of CBSC with and into the Bank. CBSC operates two full-service branches, one in Gordonsville and one in Carthage. Following consummation of the merger, CBSC’s two branches will be operated as Community Bank of Gordonsville, a Wilson Bank and Trust bank, and Community Bank of Smith County, a Wilson Bank and Trust bank. CBSC is considered a subsidiary of the Company for purposes of the Bank Holding Company Act of 1956. Management believes that Smith County offers an environment for continued growth since it is contiguous to Wilson County and has only three other financial institutions serving its residents. CBSC offers a wide range of banking services, including checking, savings, and money market deposit accounts, certificates of deposit and loans for consumer, commercial and real estate purposes. CBSC does not have a concentration of deposits

obtained from a single person or entity or a small group of persons or entities, the loss of which would have a material adverse effect on the business of CBSC. Furthermore, no concentration of loans exists within a single industry or group of related industries.

Financial and Statistical Information

The Company’s audited consolidated financial statements, selected financial data and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’sAnnual Report to Shareholders for the year ended December 31, ~~2003~~2004 filed as Exhibit 13 to this Form 10-K (the ~~“2003~~“2004 Annual ~~Report”~~Report”), are incorporated herein by reference.

Regulation and Supervision

In addition to the information set forth herein, Management’s Discussion and Analysis of Financial Condition and Results of Operations, incorporated by reference in Item 7 hereof, further discusses recent banking legislation and regulation and should be reviewed in conjunction herewith.

The Company, the Bank, DCB and CBSC are subject to extensive regulation under state and federal statutes and regulations. The discussion in this section, which briefly summarizes certain of such statutes, does not purport to be complete, and is qualified in its entirety by reference to such statutes. Other state and federal legislation and regulations directly and indirectly affecting banks are likely to be enacted or implemented in the future; however, such legislation and regulations and their effect on the business of the Company and its subsidiaries cannot be predicted.

The Company is a bank holding company within the meaning of the Bank Holding Company Act of 1956 (the “Act”) and is registered with the Board of Governors of the Federal Reserve System (the “Board”). The Company is required to file annual reports with, and is subject to examination by, the Board. The Bank, DCB and CBSC are chartered under the laws of the State of Tennessee and are subject to the supervision of, and are regularly examined by, the Tennessee Department of Financial Institutions. The Bank, DCB and CBSC are also regularly examined by the Federal Deposit Insurance Corporation.

Under the Act, a bank holding company may not directly or indirectly acquire ownership or control of more than five percent of the voting shares or substantially all of the assets of any company, including a bank, without the prior approval of the Board. In addition, bank holding companies are generally prohibited under the Act from engaging in non-banking activities, subject to certain exceptions and the recent modernization of the financial services industry in connection with the passing of the Gramm-Leach-Bliley Act of 1999 (the “GLB Act”). Under the Act, the Board is authorized to approve the ownership by a bank holding company of shares of any company whose activities have been determined by the Board to be so closely related to banking or to managing or controlling banks as to be a proper incident thereto.

In November 1999, the GLB Act became law. Under the GLB Act, a “financial holding company” may engage in activities the Board determines to be financial in nature or incidental to such financial activity or complementary to a financial activity and not a substantial risk to the safety and soundness of such depository institutions or the financial system. Generally, such companies may engage in a wide range of securities activities and insurance underwriting and agency activities. The Company has not made application to the Board to become a “financial holding company.”

Under the Tennessee Bank Structure Act, a bank holding company which controls 30% or more of the total deposits in all federally insured financial institutions in Tennessee is prohibited from acquiring any bank in Tennessee. Furthermore, no bank holding company may acquire any bank in Tennessee that has been in operation less than three years or organize a new bank in Tennessee,

except in the case of certain interim bank mergers and acquisitions of banks in financial difficulty. State banks and national banks in Tennessee, however, may establish branches anywhere in the state.

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “IBBEA”) authorized interstate acquisitions of banks and bank holding companies without geographic limitation beginning on June 1, 1997. In addition, on that date, the IBBEA authorized a bank to merge with a bank in another state as long as neither of the states has opted out of interstate branching between the date of enactment of the IBBEA and May 1, 1997. Tennessee enacted interstate branching laws in response to the federal law which prohibit the establishment or acquisition in Tennessee by any bank of a branch office, branch bank or other branch facility in Tennessee except (i) a Tennessee-chartered bank, (ii) a national bank which has its main office in Tennessee or (iii) a bank which merges or consolidates with a Tennessee-chartered bank or national bank with its main office in Tennessee.

The Company, the Bank, DCB and CBSC are subject to certain restrictions imposed by the Federal Reserve Act and the Federal Deposit Insurance Act, respectively, on any extensions of credit to the bank holding company or its subsidiary banks, on investments in the stock or other securities of the bank holding company or its subsidiary banks, and on taking such stock or other securities as collateral for loans of any borrower. The Bank, DCB and CBSC all take Company Common Stock as collateral for borrowings subject to the aforementioned restrictions.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) covers a wide expanse of banking regulatory issues. FDICIA deals with recapitalization of the Bank Insurance Fund, with deposit insurance reform, including requiring the FDIC to establish a risk-based premium assessment system, and with a number of other regulatory and supervisory matters.

The Financial Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) provides that a holding company’s controlled insured depository institutions are liable for any loss incurred by the FDIC in connection with the default of, or any FDIC-assisted transaction involving, an affiliated insured bank or savings association.

The maximum permissible rates of interest on most commercial and consumer loans made by the Company’s bank subsidiaries are governed by Tennessee’s general usury law and the Tennessee Industrial Loan and Thrift Companies Act (“Industrial Loan Act”). Certain other usury laws affect limited classes of loans, but the Company believes that the laws referenced above are the most significant. Tennessee’s general usury law authorizes a floating rate of 4% per annum over the average prime or base commercial loan rate, as published by the Federal Reserve Board from time to time, subject to an absolute 24% per annum limit. The Industrial Loan Act, which is generally applicable to most of the loans made by the Company’s bank subsidiaries in Tennessee, authorizes an interest rate of up to 24% per annum and also allows certain loan charges, generally on a more liberal basis than does the general usury law.

Competition

The banking industry is highly competitive. The Company, through its subsidiary banks, competes with national and state banks for deposits, loans, and trust and other services.

The Bank competes with much larger commercial banks in Wilson County, the Bank’s primary market area, including four banks in Wilson County owned by regional multi-bank holding companies headquartered ~~out~~outside of Tennessee and four banks owned by Tennessee multi-bank holding companies. These institutions enjoy existing depositor relationships and greater financial resources than the Company and can be expected to offer a wider range of banking services. In addition, the Bank competes with two credit unions located in Wilson County and two locally-owned banks which were organized in 2001.

DCB competes with much larger commercial banks in DeKalb County, including two banks owned by Tennessee multi-bank holding companies. While these institutions enjoy existing depositor relationships and greater financial resources than DCB and can be expected to offer a wider range of banking services, the Company believes that DCB can expect to attract customers since it is locally owned and most loan and management decisions will be made at the local level. In addition, DCB is the only predominantly locally-owned commercial bank headquartered in DeKalb County.

CBSC competes with three commercial banks in ~~or near~~ Smith County, ~~including two banks based in Smith County and one based in an adjacent county.~~all of which are small community banking organizations. These institutions enjoy existing depositor relationships; however, the Company believes that CBSC can be expected to offer a wider range of banking services at CBSC through its financial resources as well as programs offered by other subsidiaries of the Company.

Given the competitive market place, the Company makes no predictions as to how its relative position will change in the future.

Monetary Policies

The results of operations of the Bank, the Company and the Company’s other bank subsidiaries are affected by the policies of the regulatory authorities, particularly the Board. An important function of the Board is to regulate the national supply of bank credit in

Available Information

The Company’s Internet website is http://www.wilsonbank.com. Please note that our website address is provided as an inactive textual reference only. The Company makes available free of charge on its website the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after it electronically files or furnishes such materials to the Securities and Exchange Commission (the “SEC”). The information provided on our website is not part of this report, and is therefore not incorporated by reference herein unless such information is otherwise specifically referenced elsewhere in this report.

Statistical Information Required by Guide 3

The statistical information required to be displayed under Item 1 pursuant to Guide 3, “Statistical Disclosure by Bank Holding Companies,” of the Exchange Act Industry Guides is incorporated herein by reference to the Consolidated Financial Statements and the notes thereto and the Management’s Discussion and Analysis sections in the Company’s ~~2003~~2004 Annual ~~Report.~~Report. Certain information not contained in the Company’s ~~2003~~2004 Annual Report, but required by Guide 3, is contained in the tables immediately following:

[REMINDER OF PAGE INTENTIONALLY LEFT BLANK]

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

I. Distribution of Assets, Liabilities and Stockholders’ Equity:
Interest ~~Rate~~Rates and Interest Differential

The Schedule which follows indicates the average balances for each major balance sheet item, an analysis of net interest income and the change in interest income and interest expense attributable to changes in volume and changes in rates.
The difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities is net interest income, which is the Company’s gross margin. Analysis of net interest income is more meaningful when income from tax-exempt earning assets is adjusted to a tax equivalent basis. Accordingly, the following schedule includes a tax equivalent adjustment of tax-exempt earning assets, assuming a weighted average Federal income tax rate of 34%.
In this Schedule “change due to volume” is the change in volume multiplied by the interest rate for the prior year. “Change due to rate” is the change in interest rate multiplied by the volume for the prior year. Changes in interest income and expense not due solely to volume or rate changes have been allocated to the “change due to volume” and “change due to rate” in proportion to the relationship of the absolute dollar amounts of the change in each category.
Non-accrual loans have been included in the loan category. Loan fees of $1,056,000, $814,000 and $506,000 for 2004, 2003 and ~~the change in interest income and interest expense attributable to changes in volume and changes in rates.~~
The difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities is net interest income, which is the Company’s gross margin. Analysis of net interest income is more meaningful when income from tax-exempt earning assets is adjusted to a tax equivalent basis. Accordingly, the following schedule includes a tax equivalent adjustment of tax-exempt earning assets, assuming a weighted average Federal income tax rate of 34%.
In this Schedule “change due to volume” is the change in volume multiplied by the interest rate for the prior year. “Change due to rate” is the change in interest rate multiplied by the volume for the current year. Changes in interest income and expense not due solely to volume or rate changes are included in the “change due to rate” category.
~~Non-accrual loans have been included in the loan category. Loan fees of $548,000, $506,000 and $586,000 for 2003,~~ 2002, ~~and 2001,~~ respectively, are included in loan income and represent an adjustment of the yield on these loans.

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004


	In Thousands, Except Interest Rates																									*In Thousands, Except Interest Rates*
	2003								2002								2003/2002 Change									2004								2003								2004/2003 Change
	Average			Interest			Income/		Average			Interest			Income/		Due to			Due to						Average			Interest			Income/		Average			Interest			Income/		Due to			Due to
	Balance			Rate			Expense		Balance			Rate			Expense		Volume			Rate			Total			Balance			Rate			Expense		Balance			Rate			Expense		Volume			Rate			Total
Loans, net of unearned interest	$	568,227			6.81	%		38,687		521,799			7.50	%		39,120		3,482			(3,915	)		(433	)	$	656,973			6.40	%		42,037		568,227			6.81	%		38,687		5,781			(2,431	)		3,350
Investment securities - taxable		110,951			3.38			3,755		93,760			4.68			4,390		805			(1,440	)		(635	)
Investment securities — taxable																											127,043			3.13			3,971		108,430			3.37			3,654		592			(275	)		317
Investment securities - tax exempt		14,384			5.08			731		15,175			5.26			798		(42	)		(25	)		(67	)		16,199			4.14			671		14,384			5.08			731		85			(145	)		(60	)
Taxable equivalent adjustment		—			2.62			377		—			2.70			411		(21	)		(13	)		(34	)		—			2.13			346		—			2.62			377		44			(75	)		(31	)

Total tax-exempt investment securities		14,384			7.70			1,108		15,175			7.97			1,209		(63	)		(38	)		(101	)		16,199			6.28			1,017		14,384			7.70			1,108		129			(220	)		(91	)

Total investment securities		125,335			3.88			4,863		108,935			5.14			5,599		843			(1,579	)		(736	)		143,242			3.48			4,988		122,814			3.88			4,762		746			(520	)		226

Loans held for sale		6,643			5.39			358		3,860			5.10			197		142			19			161			3,634			4.43			161		6,643			5.39			358		(141	)		(56	)		(197	)
Federal funds sold		56,226			1.04			584		36,557			1.60			585		315			(316	)		(1	)		29,505			1.08			319		56,226			1.04			584		(286	)		21			(265	)
Restricted equity securities																											2,619			3.97			104		2,521			4.01			101		4			(1	)		3

Total earning assets		756,431			5.88			44,492		671,151			6.78			45,501		5,782			(6,791	)		(1,009	)		835,973			5.70			47,609		756,431			5.88			44,492		4,524			(1,407	)		3,117

Cash and due from banks		17,559								15,472																	21,299								17,559
Allowance for possible loan losses		(7,637	)							(6,225	)																(8,596	)							(7,637	)
Bank premises and equipment		16,506								15,265																	20,209								16,506
Other assets		9,201								9,057																	10,950								9,201

Total assets	$	792,060								704,720																$	879,835								792,060

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004


	In Thousands, Except Interest Rates																							*In Thousands, Except Interest Rates*
	2003							2002							2003/2002 Change									2004							2003							2004/2003 Change
	Average		Interest			Income/		Average		Interest			Income/		Due to			Due to						Average		Interest			Income/		Average		Interest			Income/			Due to		Due to
	Balance		Rate			Expense		Balance		Rate			Expense		Volume			Rate			Total			Balance		Rate			Expense		Balance		Rate			Expense			Volume		Rate		Total
Deposits:
Negotiable order of withdrawal accounts	$	52,770		.44	%		234		44,828		.84	%		378		67			(211	)		(144	)	$	62,723		.36	%		223		52,770		.44	%		234		37		(48	)	(11	)
Money market demand accounts		183,633		1.24			2,275		144,484		2.03			2,928		795			(1,448	)		(653	)		195,769		1.17			2,290		183,633		1.24			2,275		147		(132	)	15
Individual retirement accounts		35,466		3.50			1,243		30,342		4.63			1,406		237			(400	)		(163	)		40,847		3.03			1,238		35,466		3.50			1,243		174		(179	)	(5	)
Other savings deposits		36,582		1.76			645		36,905		2.58			951		(8	)		(298	)		(306	)		43,249		1.36			590		36,582		1.76			645		105		(160	)	(55	)
Certificates of deposit $100,000 and over		129,955		3.15			4,098		125,224		3.85			4,817		182			(901	)		(719	)		137,872		3.11			4,284		129,955		3.15			4,098		240		(54	)	186
Certificates of deposit under $100,000		202,561		3.19			6,458		189,966		3.89			7,398		490			(1,430	)		(940	)		221,990		3.02			6,693		202,561		3.19			6,458		594		(359	)	235

Total interest-bearing deposits		640,967		2.33			14,953		571,749		3.13			17,878		2,166			(5,091	)		(2,925	)		702,450		2.18			15,318		640,967		2.33			14,953		1,369		(1,004	)	365
Demand		70,160		—			—		59,471		—			—		—			—			—

Total deposits		711,127		2.10			14,953		631,220		2.83			17,878		2,261			(5,186	)		(2,925	)

Securities sold under repurchase agreements		10,591		1.92			203		11,929		2.09			249		(28	)		(18	)		(46	)		9,254		1.75			162		10,591		1.92			203		(24	)	(17	)	(41	)
Federal funds purchased		104		1.92			2		279		2.15			6		(4	)		—			(4	)		1,157		1.82			21		104		1.92			2		19		—		19
Advances from Federal Home Loan Bank		827		7.13			59		1,143		7.17			82		(23	)		—			(23	)		5,343		4.68			250		827		7.13			59		217		(26	)	191

Total deposits and borrowed funds		722,649		2.11			15,217		644,571		2.83			18,215		2,210			(5,208	)		(2,998	)
Total interest-bearing liabilities																									718,204		2.19			15,751		652,489		2.33			15,217		1,478		(944	)	534


Demand deposits																									83,448							70,160

Other liabilities		10,425							9,926																11,217							10,425
Stockholders’ equity		58,986							50,223																66,966							58,986

Total liabilities and stockholders’ equity	$	792,060							704,720															$	879,835							792,060


Net interest income							29,275							27,286																31,858							29,275


Net yield on earning assets				3.87	%						4.07	%															3.81	%						3.87	%


Net interest spread				3.77	%						3.95	%															3.51	%						3.55	%

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004


	In Thousands, Except Interest Rates																									*In Thousands, Except Interest Rates*
	2002								2001								2002/2001 Change									2003								2002									2003/2002 Change
	Average			Interest			Income/		Average			Interest			Income/		Due to			Due to						Average			Interest			Income/		Average				Interest			Income/		Due to			Due to
	Balance			Rate			Expense		Balance			Rate			Expense		Volume			Rate			Total			Balance			Rate			Expense		Balance				Rate			Expense		Volume			Rate			Total
Loans, net of unearned interest	$	521,799			7.50	%		39,120		460,556			8.74	%		40,262		5,353			(6,495	)		(1,142	)	$	568,227			6.81	%		38,687		521,799				7.50	%		39,120		3,327			(3,760	)		(433	)
Investment securities - taxable		93,760			4.68			4,390		84,579			6.07			5,136		557			(1,303	)		(746	)
Investment securities — taxable																											108,430			3.37			3,654		91,528				4.69			4,292		705			(1,343	)		(638	)
Investment securities - tax exempt		15,175			5.26			798		15,655			5.43			850		(26	)		(26	)		(52	)		14,384			5.08			731		15,175				5.26			798		(41	)		(26	)		(67	)
Taxable equivalent adjustment		—			2.70			411		—			2.80			438		(13	)		(14	)		(27	)		—			2.62			377		—				2.70			411		(20	)		(14	)		(34	)

Total tax-exempt investment securities		15,175			7.97			1,209		15,655			8.23			1,288		(39	)		(40	)		(79	)		14,384			7.70			1,108		15,175				7.97			1,209		(61	)		(40	)		(101	)

Total investment securities		108,935			5.14			5,599		100,234			6.41			6,424		558			(1,383	)		(825	)		122,814			3.88			4,762		106,703				5.16			5,501		754			(1,493	)		(739	)

Loans held for sale		3,860			5.10			197		3,907			4.66			182		(2	)		17			15			6,643			5.39			358		3,860				5.10			197		149			12			161
Federal funds sold		36,557			1.60			585		37,317			3.89			1,453		(30	)		(838	)		(868	)		56,226			1.04			584		36,557				1.60			585		248			(249	)		(1	)
Restricted securities																											2,521			4.01			101		2,232				4.39			98		12			(9	)		3

Total earning assets		671,151			6.78			45,501		602,014			8.03			48,321		5,552			(8,372	)		(2,820	)		756,431			5.88			44,492		671,151				6.78			45,501		5,415			(6,424	)		(1,009	)

Cash and due from banks		15,472								15,149																	17,559								15,472
Allowance for possible loan losses		(6,225	)							(4,879	)																(7,637	)							(6,225	)
Bank premises and equipment		15,265								15,103																	16,506								15,265
Other assets		9,057								8,408																	9,201								9,057

Total assets	$	704,720								635,795																$	792,060								704,720		��

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004


																							*In Thousands, Except Interest Rates*
	In Thousands, Except Interest Rates																						2003							2002							2003/2002 Change
	2002							2001							2002/2001 Change								Average		Interest			Income/		Average		Interest			Income/		Due to			Due to
	Average		Interest			Income/		Average		Interest			Income/		Due to		Due to						Balance		Rate			Expense		Balance		Rate			Expense		Volume			Rate			Total
	Balance		Rate			Expense		Balance		Rate			Expense		Volume		Rate			Total
Deposits:
Negotiable order of withdrawal accounts	$	44,828		.84	%		378		36,454		1.41	%		515		118		(255	)		(137	)	$	52,770		.44	%		234		44,828		.84	%		378		58			(202	)		(144	)
Money market demand accounts		144,484		2.03			2,928		110,253		3.18			3,506		1,089		(1,667	)		(578	)		183,633		1.24			2,275		144,484		2.03			2,928		669			(1,322	)		(653	)
Individual retirement accounts		30,342		4.63			1,406		26,697		5.93			1,583		116		(293	)		(177	)		35,466		3.50			1,243		30,342		4.63			1,406		214			(377	)		(163	)
Other savings deposits		36,905		2.58			951		28,640		3.85			1,104		318		(471	)		(153	)		36,582		1.76			645		36,905		2.58			951		(8	)		(298	)		(306	)
Certificates of deposit $100,000 and over		125,224		3.85			4,817		119,677		5.77			6,906		320		(2,409	)		(2,089	)		129,955		3.15			4,098		125,224		3.85			4,817		178			(897	)		(719	)
Certificates of deposit under $100,000		189,966		3.89			7,398		195,017		5.90			11,511		298		(4,411	)		(4,113	)		202,561		3.19			6,458		189,966		3.89			7,398		463			(1,403	)		(940	)

Total interest-bearing deposits		571,749		3.13			17,878		516,738		4.86			25,125		2,674		(9,921	)		(7,247	)		640,967		2.33			14,953		571,749		3.13			17,878		2,000			(4,925	)		(2,925	)
Demand		59,471		—			—		53,764		—			—		—		—			—

Total deposits		631,220		2.83			17,878		570,502		4.40			25,125		2,672		(9,919	)		(7,247	)

Securities sold under repurchase agreements		11,929		2.09			249		11,541		3.40			392		13		(156	)		(143	)		10,591		1.92			203		11,929		2.09			249		(27	)		(19	)		(46	)
Federal funds purchased		279		2.15			6		164		2.44			4		3		(1	)		2			104		1.92			2		279		2.15			6		(3	)		(1	)		(4	)
Advances from Federal Home Loan Bank		1,143		7.17			82		1,559		7.18			112		30		(60	)		(30	)		827		7.13			59		1,143		7.17			82		(23	)		—			(23	)

Total deposits and borrowed funds		644,571		2.83			18,215		583,766		4.39			25,633		2,669		(10,087	)		(7,418	)
Total interest-bearing liabilities																								652,489		2.33			15,217		585,100		3.11			18,215		1,929			(4,927	)		(2,998	)

Demand deposits																								70,160							59,471
Other liabilities		9,926							9,676															10,425							9,926
Stockholders’ equity		50,223							42,353															58,986							50,223

Total liabilities and stockholders’ equity	$	704,720							635,795														$	792,060							704,720

Net interest income							27,286							22,688															29,275							27,286

Net yield on earning assets				4.07	%						3.77	%														3.87	%						4.07	%

Net interest spread				3.95	%						3.64	%														3.55	%						3.67	%

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

II. Investment Portfolio, Continued:

B. B. The following schedule details the estimated maturities and weighted average yields of investment securities (including mortgage backed securities) of the Company at December 31, ~~2003:~~2004:


			Estimated		Weighted					Estimated		Weighted
	Amortized		Market		Average			Amortized		Market		Average
Held-To-Maturity Securities	Cost		Value		Yields			Cost		Value		Yields
	(In Thousands, Except Yields)							(In Thousands, Except Yields)
U.S. Treasury and other U.S. Government agencies and corporations, including mortgage-backed securities:
Less than one year	$	—		—		—	%	$	—		—		—	%
One to five years		326		326		3.73			182		182		6.47
Five to ten years		1		1		3.42			—		—		—
More than ten years		465		465		3.29			53		53		4.50

Total securities of U.S. Treasury and other U.S. Government agencies and corporations		792		792		3.48			235		235		6.03


Obligations of states and political subdivisions*:
Less than one year		1,114		1,134		4.65			1,156		1,172		4.55
One to five years		3,241		3,420		4.34			3,794		3,938		4.15
Five to ten years		7,644		7,921		4.08			7,638		7,899		4.18
More than ten years		3,852		4,059		4.57			1,614		1,696		4.63

Total obligations of states and political subdivisions		15,851		16,534		4.29			14,202		14,705		4.25

Total held-to-maturity securities	$	16,643		17,326		4.25	%	$	14,437		14,940		4.28	%

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

II. Investment Portfolio, Continued:

B. B. Continued:


			Estimated		Weighted					Estimated		Weighted
	Amortized		Market		Average			Amortized		Market		Average
Available-For-Sale Securities	Cost		Value		Yields			Cost		Value		Yields
	(In Thousands, Except Yields)							(In Thousands, Except Yields)
U.S. Treasury and other U. S. Government agencies and corporations, including mortgage-backed securities:
Less than one year	$	2,502		2,532		2.84	%	$	1,500		1,490		2.17	%
One to five years		100,051		100,163		3.40			100,000		98,548		3.07
Five to ten years		22,053		21,614		3.16			15,470		15,323		3.51
More than ten years		6,631		6,624		4.00			2,183		2,178		2.92

Total securities of U.S. Treasury and other U.S. Government agencies and corporations		131,237		130,933		3.38			119,153		117,539		3.11

Corporate bonds:
Less than one year		500		499		6.27
One to five years		—		—		—
Five to ten years		—		—		—
More than ten years		—		—		—

		500		499		6.27

Obligations of states and political subdivisions*:
Less than one year		199		201		6.00			100		100		5.25
One to five years		980		1,038		4.81			734		776		4.03
Five to ten years		201		222		4.66			201		220		4.65
More than ten years		—		—		—			—		—		—

Total obligations of states and political subdivisions		1,380		1,461		4.96			1,035		1,096		4.27

Other:
Bankers Bank stock		88		88		1.62
Federal Home Loan Bank stock		2,471		2,471		4.09

Total available-for-sale securities	$	135,676		135,452		3.42	%	$	120,188		118,635		3.12	%

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

III. Loan Portfolio:

A. Loan Types

~~Loan Types~~The following schedule details the loans of the Company at December 31, 2004, 2003, 2002, 2001 and 2000:

~~The following schedule details the loans of the Company at December 31, 2003, 2002, 2001, 2000 and 1999:~~


	In Thousands															In Thousands
	2003			2002			2001			2000			1999			2004			2003			2002			2001			2000
Commercial, financial and agricultural	$	174,235			192,945			190,700			157,254			121,438		$	217,372			174,235			192,945			190,700			157,254
Real estate — construction		39,508			30,794			25,044			31,531			27,184			49,085			39,508			30,794			25,044			31,531
Real estate — mortgage		314,168			267,145			228,316			195,480			164,852			384,062			314,168			267,145			228,316			195,480
Installment		64,880			59,721			50,741			48,198			45,710			73,482			64,880			59,721			50,741			48,198

Total loans		592,791			550,605			494,801			432,463			359,184			724,001			592,791			550,605			494,801			432,463

Less unearned interest		—			(4	)		(35	)		(174	)		(579	)		—			—			(4	)		(35	)		(174	)


Total loans, net of unearned interest		592,791			550,601			494,766			432,289			358,605			724,001			592,791			550,601			494,766			432,289

Less allowance for possible loan losses		(8,077	)		(6,943	)		(5,489	)		(4,525	)		(3,847	)		(9,370	)		(8,077	)		(6,943	)		(5,489	)		(4,525	)


Net loans	$	584,714			543,658			489,277			427,764			354,758		$	714,631			584,714			543,658			489,277			427,764

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

III. Loan Portfolio, Continued:

B. B. Maturities and Sensitivities of Loans to Changes in Interest Rates

~~The following schedule details maturities and sensitivity to interest rates changes for commercial loans of the Company at December 31, 2003:~~

In Thousands
1 Year to
Less Than Less Than After 5
1 Year*
5 Years
Years
Total
Maturity Distribution:
Commercial, financial and agricultural $ 98,145 53,249 22,841 174,235
Real estate - construction 38,147 1,361 — 39,508

$ 136,292 54,610 22,841 213,743

Interest-Rate Sensitivity:
Fixed interest rates $ 118,010 45,880 4,992 168,882
Floating or adjustable interest rates 18,282 8,730 17,849 44,861

Total commercial, financial and agricultural loans plus real estate - construction loans $ 136,292 54,610 22,841 213,743

* The following schedule details maturities and sensitivity to interest rates changes for commercial loans of the Company at December 31, 2004:

In Thousands
1 Year to
Less Than Less Than After 5
1 Year* 5 Years Years Total
Maturity Distribution:

Commercial, financial and agricultural $ 121,860 64,808 30,704 217,372

Real estate — construction 45,505 3,580 — 49,085

$ 167,365 68,388 30,704 266,457

Interest-Rate Sensitivity:

Fixed interest rates $ 130,372 57,348 2,435 190,155

Floating or adjustable interest rates 36,993 11,040 28,269 76,302

Total commercial, financial and agricultural loans plus real estate - construction loans $ 167,365 68,388 30,704 266,457

*Includes demand loans, bankers acceptances, commercial paper and deposit notes.

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

III. Loan Portfolio, Continued:

C. Risk Elements

~~Risk Elements~~The following schedule details selected information as to non-performing loans of the Company at December 31, 2004, 2003, 2002, 2001 and 2000:

~~The following schedule details selected information as to non-performing loans of the Company at December 31, 2003, 2002, 2001, 2000 and 1999:~~


	In Thousands, Except Percentages											In Thousands, Except Percentages
	2003			2002		2001		2000		1999		2004			2003		2002		2001		2000
Non-accrual loans:
Commercial, financial and agricultural	$	17			—		—		—		—	$	7			17		—		—		—
Real estate — construction		—			—		—		—		—		—			—		—		—		—
Real estate — mortgage		270			327		71		—		—		526			270		327		71		—
Installment		175			156		98		100		84		91			175		156		98		100
Lease financing receivable		—			—		—		—		—		—			—		—		—		—

Total non-accrual	$	462			483		169		100		84	$	624			462		483		169		100


Loans 90 days past due:
Commercial, financial and agricultural	$	170			22		—		—		—	$	197			170		22		—		—
Real estate — construction		8			—		124		—		—		—			8		—		124		—
Real estate — mortgage		872			318		194		68		197		1,698			872		318		194		68
Installment		716			407		270		222		225		638			716		407		270		222
Lease financing receivable		—			—		—		—		—		—			—		—		—		—

Total loans 90 days past due	$	1,766			747		588		290		422	$	2,533			1,766		747		588		290


Renegotiated loans:
Commercial, financial and agricultural	$	—			—		—		—		—	$	—			—		—		—		—
Real estate — construction		—			—		—		—		—		—			—		—		—		—
Real estate – mortgage		—			—		—		—		—		—			—		—		—		—
Installment		—			—		—		—		—		—			—		—		—		—
Lease financing receivable		—			—		—		—		—		—			—		—		—		—

Total renegotiated loans past due	$	—			—		—		—		—	$	—			—		—		—		—


Loans current — considered uncollectible	$	—			—		—		—		—	$	—			—		—		—		—


Total non-performing loans	$	2,228			1,230		757		390		506	$	3,157			2,228		1,230		757		390


Total loans, net of unearned interest	$	592,791			550,601		494,766		432,289		358,605	$	724,001			592,791		550,601		494,766		432,289


Percent of total loans outstanding, net of unearned interest		0.38	%		0.22		0.15		0.09		0.14		0.44	%		0.38		0.22		0.15		0.09


Other real estate	$	417			818		415		425		221	$	580			417		818		415		425

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

III. Loan Portfolio, Continued:

C. Risk Elements, Continued:

~~Risk Elements, Continued:~~The accrual of interest income is discontinued when it is determined that collection of interest is less than probable or the collection of any amount of principal is doubtful. The decision to place a loan on a non-accrual status is based on an evaluation of the borrower’s financial condition, collateral liquidation value, economic and business conditions and other factors that affect the borrower’s ability to pay. At the time a loan is placed on a non-accrual status, the accrued but unpaid interest is also evaluated as to collectibility. If collectibility is doubtful, the unpaid interest is charged off. Thereafter, interest on non-accrual loans is recognized only as received. Non-accrual loans totaled $624,000 at December 31, 2004, $462,000 at December 31, 2003, $483,000 at December 31, 2002, $169,000 at December 31, 2001 and $100,000 at December 31, 2000. Gross interest income on non-accrual loans, that would have been recorded for the year ended December 31, 2004 if the loans had been current totaled $13,000 compared to $8,000 in 2003, $12,000 in 2002, $12,000 in 2001 and $17,000 in 2000. The amount of interest and fee income recognized on total loans during 2004 totaled $42,037,000 as compared to $38,687,000 in 2003, $39,120,000 in 2002, $40,262,000 in 2001 and $35,743,000 in 2000.
At December 31, 2004, loans, which include the above, totaling $9,686,000 were included in the Company’s internal classified loan list. Of these loans $5,509,000 are real estate and $4,177,000 are various other types of loans. The values collateralizing these loans is estimated by management to be approximately $13,953,000 ($9,549,000 related to real property and $4,404,000 related to the various other types of loans). Such loans are listed as classified when information obtained about possible credit problems of the borrowers has prompted management to question the ability of the borrower to comply with the repayment terms of the loan agreement. The loan classifications do not represent or result from trends or uncertainties which management expects will materially impact future operating results, liquidity or capital resources.
At December 31, 2004 there were no loan concentrations that exceeded ten percent of total loans other than as included in the preceding table of types of loans. Loan concentrations are amounts loaned to a multiple number of borrowers engaged in similar activities which would cause them to be similarly impacted by economic or other conditions.
At December 31, 2004 and 2003 other real estate totaled $580,000 and $417,000, respectively.

The accrual of interest income is discontinued when it is determined that collection of interest is less than probable or the collection of any amount of principal is doubtful. The decision to place a loan on a non-accrual status is based on an evaluation of the borrower’s financial condition, collateral liquidation value, economic and business conditions and other factors that affect the borrower’s ability to pay. At the time a loan is placed on a non-accrual status, the accrued but unpaid interest is also evaluated as to collectibility. If collectibility is doubtful, the unpaid interest is charged off. Thereafter, interest on non-accrual loans is recognized only as received. Non-accrual loans totaled $462,000 at December 31, 2003, $483,000 at December 31, 2002, $169,000 at December 31, 2001, $100,000 at December 31, 2000 and $84,000 at December 31, 1999. Gross interest income on non-accrual loans, that would have been recorded for the year ended December 31, 2003 if the loans had been current totaled $8,000 as compared to $12,000 in 2002, $12,000 in 2001, $17,000 in 2000 and $8,000 in 1999. The amount of interest and fee income recognized on total loans during 2003 totaled $38,687,000 as compared to $39,120,000 in 2002, $40,262,000 in 2001, $35,743,000 in 2000 and $28,937,000 in 1999.

At December 31, 2003, loans, which include the above, totaling $6,656,000 were included in the Company’s internal classified loan list. Of these loans $5,280,000 are real estate and $1,376,000 are various other types of loans. The collateral values securing these loans total approximately $12,030,000 ($10,903,000 related to real property and $1,127,000 related to the various other types of loans). Such loans are listed as classified when information obtained about possible credit problems of the borrowers has prompted management to question the ability of the borrower to comply with the repayment terms of the loan agreement. The loan classifications do not represent or result from trends or uncertainties which management expects will materially impact future operating results, liquidity or capital resources.

At December 31, 2003 there were no loan concentrations that exceeded ten percent of total loans other than as included in the preceding table of types of loans. Loan concentrations are amounts loaned to a multiple number of borrowers engaged in similar activities which would cause them to be similarly impacted by economic or other conditions.

~~At December 31, 2003 and 2002 other real estate totaled $417,000 and $818,000, respectively.~~

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

IV. Summary of Loan Loss Experience:

The following schedule details selected information related to the allowance for possible loan loss account of the Company at December 31, 2004, 2003, 2002, 2001 ~~2000~~ and ~~1999~~2000 and the years then ended.


	In Thousands, Except Percentages																		In Thousands, Except Percentages
	2003			2002			2001			2000			1999			2004			2003			2002			2001			2000
Allowance for loan losses at beginning of period	$	6,943			5,489			4,525			3,847			3,244		$	8,077			6,943			5,489			4,525			3,847


Less: net of loan charge-offs:
Charge-offs:
Commercial, financial and agricultural		(15	)		(160	)		(311	)		(6	)		—			(229	)		(15	)		(160	)		(311	)		(6	)
Real estate construction		—			(8	)		(83	)		—			—			(7	)		—			(8	)		(83	)		—
Real estate – mortgage		(145	)		(218	)		(131	)		(186	)		(50	)		(632	)		(145	)		(218	)		(131	)		(186	)
Installment		(806	)		(713	)		(726	)		(681	)		(539	)		(1,430	)		(806	)		(713	)		(726	)		(681	)
Lease financing		—			—			—			—			—			—			—			—			—			—

																	(2,298	)		(966	)		(1,099	)		(1,251	)		(873	)
		(966	)		(1,099	)		(1,251	)		(873	)		(589	)

Recoveries:
Commercial, financial and agricultural		13			2			4			—			—			53			13			2			4			—
Real estate construction		—			—			—			—			—			—			—			—			—			—
Real estate – mortgage		8			1			—			—			—			5			8			1			—			—
Installment		175			206			235			134			89			260			175			206			235			134
Lease financing		—			—			—			—			—			—			—			—			—			—

		196			209			239			134			89			318			196			209			239			134

Net loan charge-offs		(770	)		(890	)		(1,012	)		(739	)		(500	)		(1,980	)		(770	)		(890	)		(1,012	)		(739	)


Provision for loan losses charged to expense		1,904			2,344			1,976			1,417			1,103			3,273			1,904			2,344			1,976			1,417


Allowance for loan losses at end of period	$	8,077			6,943			5,489			4,525			3,847		$	9,370			8,077			6,943			5,489			4,525


Total loans, net of unearned interest, at end of year	$	592,791			550,601			494,766			432,289			358,605		$	724,001			592,791			550,601			494,766			432,289

Average total loans outstanding, net of unearned interest, during year	$	568,227			521,799			460,556			395,441			326,396

Average total loans out- standing, net of unearned interest, during year																$	656,973			568,227			521,799			460,556			395,441


Net charge-offs as a percentage of average total loans outstanding, net of unearned interest, during year		.14	%		.17			0.22			0.19			0.15			0.30	%		0.14			0.17			0.22			0.19


Ending allowance for loan losses as a percentage of total loans outstanding net of unearned interest, at end of year		1.36	%		1.26			1.11			1.05			1.07			1.29	%		1.36			1.26			1.11			1.05

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

IV. Summary of Loan Loss Experience, Continued:

    The allowance for possible loan losses is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible. The provision for possible loan losses charged to operating expense is based on past loan loss experience and other factors which, in management’s judgment, deserve current recognition in estimating possible loan losses. Such other factors considered by management include growth and composition of the loan portfolio, review of specific loan problems, the relationship of the allowance for possible loan losses to outstanding loans, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral and current economic conditions that may affect the borrower’s ability to pay.

    Management conducts a continuous review of all loans that are delinquent, previously charged down or loans which are determined to be potentially uncollectible. Loan classifications are reviewed periodically by a person independent of the lending function. The Board of Directors periodically reviews the adequacy of the allowance for possible loan losses.

    The following detail provides a breakdown of the allocation of the allowance for possible loan losses:


	December 31, 2003					December 31, 2002					December 31, 2004					December 31, 2003
			Percent of					Percent of					Percent of					Percent of
			Loans In					Loans In					Loans In					Loans In
	In		Each Category			In		Each Category			In		Each Category			In		Each Category
	Thousands		To Total Loans			Thousands		To Total Loans			Thousands		To Total Loans			Thousands		To Total Loans
Commercial, financial and agricultural	$	2,099		29.4	%	$	828		35.0	%	$	4,754		30.0	%	$	2,099		29.4	%
Real estate construction		340		6.7			302		5.6			114		6.8			340		6.7
Real estate mortgage		4,660		53.0			4,723		48.5			2,800		53.0			4,660		53.0
Installment		978		10.9			1,090		10.9			1,702		10.2			978		10.9

	$	8,077		100.0	%	$	6,943		100.0	%	$	9,370		100.0	%	$	8,077		100.0	%

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

V. Deposits:
~~The average amounts and average interest rates for deposits for 2003, 2002 and 2001 are detailed in the following schedule:~~

The average amounts and average interest rates for deposits for 2004, 2003 and 2002 are detailed in the following schedule:


	2003					2002					2001					2004					2003					2002
	Average					Average					Average					Average					Average					Average
	Balance					Balance					Balance					Balance					Balance					Balance
	In		Average			In		Average			In		Average			In		Average			In		Average			In		Average
	Thousands		Rate			Thousands		Rate			Thousands		Rate			Thousands		Rate			Thousands		Rate			Thousands		Rate
Non-interest bearing deposits	$	70,160		—	%		59,471		—	%		53,764		—	%	$	83,448		—	%		70,160		—	%		59,471		—	%
Negotiable order of withdrawal accounts		52,770		.44	%		44,828		.84	%		36,454		1.41	%		62,723		.36	%		52,770		.44	%		44,828		.84	%
Money market demand accounts		183,633		1.24	%		144,484		2.03	%		110,253		3.18	%		195,769		1.17	%		183,633		1.24	%		144,484		2.03	%
Individual retirement accounts		35,466		3.50	%		30,342		4.63	%		26,697		5.93	%		40,847		3.03	%		35,466		3.50	%		30,342		4.63	%
Other savings		36,582		1.76	%		36,905		2.58	%		28,640		3.85	%		43,249		1.36	%		36,582		1.76	%		36,905		2.58	%
Certificates of deposit $100,000 and over		129,955		3.15	%		125,224		3.85	%		119,677		5.77	%		137,872		3.11	%		129,955		3.15	%		125,224		3.85	%
Certificates of deposit under $100,000		202,561		3.19	%		189,966		3.89	%		195,017		5.90	%		221,990		3.02	%		202,561		3.19	%		189,966		3.89	%

	$	711,127		2.10	%		631,220		2.83	%		570,502		4.40	%	$	785,898		1.95	%		711,127		2.10	%		631,220		2.83	%

~~The following schedule details the maturities of certificates of deposit and individual retirement accounts of $100,000 and over at December 31, 2003:~~

The following schedule details the maturities of certificates of deposit and individual retirement accounts of $100,000 and over at December 31, 2004:

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

VI. Return on Equity and Assets:

The following schedule details selected key ratios of the Company at December 31, 2004, 2003 and 2002:

2004 2003 2002
Return on assets (1) 1.04 % 1.31 % 1.33 %
(Net income divided by average total assets)

Return on equity 13.61 % 16.00 % 16.98 %
(Net income divided by average equity)

Dividend payout ratio 36.23 % 26.36 % 28.19 %
(Dividends declared per share divided by net income per share)

Equity to asset ratio 7.61 % 7.45 % 7.13 %
(Average equity divided by average total assets)

Leverage capital ratio 8.71 % 8.83 % 7.57 %
(Equity divided by fourth quarter average total assets, excluding the net unrealized gain (loss) on available-for-sale securities and including minority interest)

The minimum leverage capital ratio required by the regulatory agencies is 4%.

Beginning January 1, 1991, new risk-based capital guidelines were adopted by regulatory agencies. Under these guidelines, a credit risk is assigned to various categories of assets and commitments ranging from 0% to 100% based on the risk associated with the asset.

(1)

~~The following schedule details selected key ratios of the Company at December 31, 2003, 2002 and 2001:~~

2003
2002
2001
Return on assets (1) 1.31 % 1.33 % 1.14 %
(Net income divided by average total assets)
Return on equity 16.00 % 16.98 % 15.70 %
(Net income divided by average equity)
Dividend payout ratio 26.36 % 28.19 % 29.14 %
(Dividends declared per share divided by net income per share)
Equity to asset ratio 7.45 % 7.13 % 6.66 %
(Average equity divided by average total assets)
Leverage capital ratio 8.83 % 7.57 % 7.42 %
(Equity divided by fourth quarter average total assets, excluding the net unrealized gain (loss) on available-for-sale securities and including minority interest)

~~The minimum leverage capital ratio required by the regulatory agencies is 4%.~~
Beginning January 1, 1991, new risk-based capital guidelines were adopted by regulatory agencies. Under these guidelines, a credit risk is assigned to various categories of assets and commitments ranging from 0% to 100% based on the risk associated with the asset.

~~(1)~~ Includes minority interest earnings of consolidated subsidiaries.

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

VI. Return on Equity and Assets, Continued:
The following schedule details the Company’s risk-based capital at December 31, 2003 excluding the net unrealized gain on available-for-sale securities which is shown as a deduction in stockholders’ equity in the consolidated financial statements:

The following schedule details the Company’s risk-based capital at December 31, 2004 excluding the net unrealized loss on available-for-sale securities which is shown as a deduction in stockholders’ equity in the consolidated financial statements:


	In Thousands			In Thousands
Tier I capital:
Stockholders’ equity, excluding the net unrealized gain on available-for-sale securities	$	63,408
Stockholders’ equity, excluding the net unrealized loss on available-for-sale securities				$	72,417

Add: Minority interest (limited to 25% of Tier I capital)		6,549			6,959


Total Tier I capital		69,957			79,376

Total capital:
Allowable allowance for possible loan losses (limited to 1.25% of risk-weighted assets)		7,077			8,926


Total capital	$	77,034		$	88,302


Risk-weighted assets	$	566,148		$	714,043


Risk-based capital ratios:
Tier I capital ratio		12.36	%		11.12	%


Total risk-based capital ratio		13.61	%		12.37	%

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2003~~2004

VI. Return on Equity and Assets, Continued:
The Company is required to maintain a Total capital to risk-weighted asset ratio of 8% and a Tier I capital to risk-weighted asset ratio of 4%. At December 31, 2003, the Company and its subsidiary banks were in compliance with these requirements.
~~The following schedule details the Company’s interest rate sensitivity at December 31, 2003:~~

The Company is required to maintain a Total capital to risk-weighted asset ratio of 8% and a Tier I capital to risk-weighted asset ratio of 4%. At December 31, 2004, the Company and its subsidiary banks were in compliance with these requirements.

The following schedule details the Company’s interest rate sensitivity at December 31, 2004:


	Repricing Within																Repricing Within
(In Thousands)	Total		0-30 Days			31-90 Days			91-180 Days			181-365 Days			Over 1 Year		Total		0-30 Days			31-90 Days			91-180 Days			181-365 Days			Over 1 Year
Earning assets:
Loans, net of unearned interest	$	592,791		79,054			33,035			45,439			80,784			354,479	$	724,001		104,892			37,229			62,072			101,781			418,027
Securities		152,095		2,589			3,118			6,107			9,193			131,088		133,072		30			76			400			2,240			130,326
Loans held for sale		3,972		3,972			—			—			—			—		3,515		3,515			—			—			—			—
Federal funds sold		53,909		53,909			—			—			—			—		25,516		25,516			—			—			—			—
Restricted equity securities																		2,661		2,661			—			—			—			—

Total earning assets		802,767		139,524			36,153			51,546			89,977			485,567		888,765		136,614			37,305			62,472			104,021			548,353


Interest-bearing liabilities:
Negotiable order of withdrawal accounts		66,196		66,196			—			—			—			—		68,228		68,228			—			—			—			—
Money market demand accounts		198,553		198,553			—			—			—			—		188,435		188,435			—			—			—			—
Individual retirement accounts		39,011		7,449			2,940			6,259			8,561			13,802		41,937		7,452			4,434			6,406			4,860			18,785
Other savings		44,000		44,000			—			—			—			—		38,342		38,342			—			—			—			—
Certificates of deposit, $100,000 and over		127,083		1,593			19,872			33,640			23,992			47,986		158,374		1,028			21,129			26,607			21,832			87,778
Certificates of deposit, under $100,000		208,846		2,664			25,885			35,492			50,244			94,561		235,124		1,883			31,778			30,427			47,761			123,275
Securities sold under repurchase agreements		8,606		8,606			—			—			—			—		6,679		6,679			—			—			—			—
Advances from Federal Home Loan Bank		712		—			—			—			—			712		15,263		—			—			—			—			15,263

		693,007		329,061			48,697			75,391			82,797			157,061		752,382		312,047			57,341			63,440			74,453			245,101

Interest-sensitivity gap	$	109,760		(189,537	)		(12,544	)		(23,845	)		7,180			328,506	$	136,383		(175,433	)		(20,036	)		(968	)		29,568			303,252


Cumulative gap				(189,537	)		(202,081	)		(225,926	)		(218,746	)		109,760				(175,433	)		(195,469	)		(196,437	)		(166,869	)		136,383


Interest-sensitivity gap as % of total assets				(22.22	)		(1.48	)		(2.80	)		.84			38.53				(18.72	)		(2.14	)		(.10	)		3.15			32.36


Cumulative gap as % of total assets				(22.22	)		(23.70	)		(26.50	)		(25.66	)		12.87				(18.72	)		(20.86	)		(20.96	)		(17.81	)		14.55

The Company presently maintains a liability sensitive position over the next twelve months. However, management expects that liabilities of a demand nature will renew and that it will not be necessary to replace them with significantly higher cost funds.

Item 2. ~~Description of Property~~Properties

The Company’s main office is owned by the Company and consists of approximately four acres at 623 West Main Street, Lebanon, Tennessee. The building is a two story, brick building, with approximately 35,000 square feet. The lot has approximately 350 feet of road frontage on West Main Street. In addition thereto, the Bank has ~~eleven~~thirteen branch locations located at the following locations: 1444 Baddour Parkway, Lebanon, Tennessee; 200 Tennessee Boulevard, Lebanon, Tennessee; 8875 Stewart’s Ferry Pike, Gladeville, Tennessee; Public Square, Watertown, Tennessee; 1476 North Mt. Juliet Road, Mt. Juliet, Tennessee; 11835 Highway 70, Mount Juliet, Tennessee; 1130 Castle Heights Avenue North, Lebanon, Tennessee; 127 McMurry Blvd., Hartsville, Tennessee; the Wal-Mart Supercenter, Lebanon, Tennessee; 440 Highway 109 North, Lebanon, Tennessee; 4736 Andrew Jackson Parkway in Hermitage, Tennessee; ~~and~~ 151 Heritage Park Drive, Suite 102 in Murfreesboro, Tennessee; and 217 Donelson Pike, Nashville, Tennessee.

The Mt. Juliet office contains approximately 16,000 square feet of space; the Castle Heights Office contains 2,400 square feet of space; the Hartsville Office contains 8,000 square feet of space; the Leeville-109 branch contains approximately 4,000 square feet and the Heritage Park Drive branch contains less than 1,000 square feet. The Hermitage branch opened in the fall of 1999 and contains 8,000 square feet of space. The Gladeville branch contains approximately 3,400 square feet of space. The Lebanon facility at Tennessee Boulevard was expanded in 1997 to 2,200 square feet of space. The Mount Juliet facility on Highway 70 was completed in July 2004 and contains approximately 3,450 square feet of space. Each of the branch facilities of the Bank not otherwise described above contains approximately 1,000 square feet of space. The Bank owns all of its branch facilities except for the Lebanon facility at Tennessee Boulevard, its space in the Wal-Mart Supercenter and its Heritage Park Drive facility in Murfreesboro, which are leased. The Bank also leases space at ~~twelve~~fifteen locations within Wilson County where it maintains and operates automatic teller machines.

DCB has a Bank facility at 576 West Broad Street in Smithville, Tennessee which was expanded in 2001 and now contains approximately 10,300 square feet of space and a Bank facility at 306 Brush Creek Road in Alexandria, Tennessee which occupies approximately 2,400 square feet of space. DCB owns both facilities. The West Broad Street facility serves as the main office for DCB. CBSC operates out of a building it owns at 1300 Main Street North, Carthage, Tennessee and a second facility that it owns in Gordonsville, Tennessee at 7 New Middleton Highway, Gordonsville, Tennessee. CBSC’s Carthage facility contains approximately 8,000 square feet of space and its Gordonsville facility contains approximately 7,000 square feet of space. DCB and CBSC lease space at ~~three~~four and ~~four~~five locations, respectively, where they maintain and operate automatic teller machines.

Item 3.Legal Proceedings

As of the date hereof, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of its properties are subject; nor are there material proceedings known to the Company or its subsidiaries to be contemplated by any governmental authority; nor are there material proceedings known to the Company or its subsidiaries, pending or contemplated, in which any director, officer or affiliate or any principal security holder of the Company or any of its subsidiaries or any associate of any of the foregoing, is a party or has an interest adverse to the Company or any of its subsidiaries.

Item 4.Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders in the fourth quarter of ~~2003.~~2004.

PART II

~~PART II~~

Item 5.Market for Registrant’s Common Equity, ~~and~~ Related Shareholder Matters and Issues Purchasers of Equity Securities

Information required by this item is contained under the heading “Wilson Bank Holding Company Common Stock Market Information” on page 7678 of the Company’s ~~2003~~2004 Annual Report and is incorporated herein by reference.

The Company did not repurchase any shares of its common stock during the quarter ended December 31, 2004.

Item 6.Selected Financial Data

Information required by this item is contained under the heading “Wilson Bank Holding Company Financial Highlights (Unaudited)” on page 2122 of the Company’s ~~2003~~2004 Annual Report and is incorporated herein by reference.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Information required by this item is contained under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as set forth on pages 2223 through 3433 of the Company’s ~~2003~~2004 Annual Report and is incorporated herein by reference.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

Information required by this item is contained under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Quantitative and Qualitative Disclosures About Market Risk” as set forth on pages 2231 through 3432 of the Company’s ~~2003~~2004 Annual Report and is incorporated herein by reference.

Item 8.Financial Statements and Supplementary Data

The consolidated financial statements and the independent auditor’s report of Maggart & Associates, P.C. required by this item are contained in pages 3735 through 7577 and on page ~~36,~~34, respectively, of the Company’s ~~2003~~2004 Annual Report and are incorporated herein by reference.

Item ~~9.Changes~~9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by it in the reports that if files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Management Report on Internal Control Over Financial Reporting

As of the date of filing this Form 10-K, the Company, and its registered public accounting firm, have not finalized the report of management, and the related attestation of the registered public accounting firm, regarding the effectiveness of the Company’s internal control over financial reporting. In reliance on the Securities and Exchange Commission’s 45-day extension for issuers of a certain size, the required management report and related registered public accounting firm attestation are not included with this Form 10-K, but, rather, will be included in an amendment to this Form 10-K to be filed by the Company prior to the expiration of the 45-day extension. Currently, management of the Company is not aware of any material weaknesses in the Company’s internal control over financial reporting; however, no assurances can be given that a material weakness will not be discovered between the date of this Form 10-K and the date of the filing of the amendment to this Form 10-K described above.

Changes in Internal Controls

There were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~PART III~~Item 9B.Other Information

None.

PART III

Item 10.Directors and Executive Officers of the Registrant

The information required by this item with respect to directors is incorporated herein by reference to the section entitled “Election of Directors” in the Company’s definitive proxy materials filed in connection with the Company’s ~~2004~~2005 Annual Meeting of Shareholders. The information required by this item with respect to executive officers is set forth below:

James Randall Clemons ~~(51)~~(52) — Mr. Clemons is President and Chief Executive Officer of the Company and the Chief Executive Officer of the Bank. Mr. Clemons also serves on the Board of Directors of the Company and the Bank. He has held such positions with the Company since its formation in March 1992 and has held his Bank positions since the Bank commenced operations in May 1987. Prior to that time, Mr. Clemons served as Senior Vice President and Cashier for Peoples Bank, Lebanon, Tennessee.

~~Becky Taylor~~Ken Dill (59) — ~~Ms. Taylor is a Vice President of~~Mr. Dill joined the Bank ~~and served~~in 1997. Prior to that time he was employed by Farm Credit Services, Lebanon, TN for 20 years. Currently, Mr. Dill serves as Senior Vice President of lending of the Bank. His primary duties include overseeing the lending function of the bank including SBA and Cashier from 1987 through January 1, 2004. She has held her positions with the Bank since it commenced operations. From 1963 to 1987, Ms. Taylor was employed by Lebanon Bank, Lebanon, Tennessee, where her duties included Data Processing Coordinator, Auditor, Security Officer and Compliance Officer. Ms. Taylor held the title of Vice President and Cashier of Lebanon Bank.commercial lending.

Elmer Richerson ~~(51)~~(52) — Mr. Richerson joined the Bank in February 1989. Prior to such time, Mr. Richerson was the manager of the Lebanon branch of Heritage Federal Savings and Loan Association from March 1988 to February 1989. From September 1986 until March 1988, Mr. Richerson was a liquidation assistant for the Federal Deposit Insurance Corporation. Since May 2002, Mr. Richerson has served as President of the Bank. From 1997 to May 2002, Mr. Richerson served as an Executive Vice President and Senior Loan Officer of the Bank and oversaw the branch administration for the Bank. Mr. Richerson also serves on the Board of Directors of the Bank and in 1998 was ~~appointed~~elected to serve on the Board of Directors of the Company as well.

Larry Squires ~~(52)~~(53) — Mr. Squires joined the Bank in 1989 and is currently Senior Vice President and Investment Officer. Prior to that time Mr. Squires was Vice President of Liberty State Bank in Lebanon. His principal duty is overseeing the Bank’s investment and brokerage center.

Gary Whitaker ~~(46)~~(47) — Mr. Whitaker joined the Bank in May 1996. Prior to that time Mr. Whitaker was employed with NationsBank of Tennessee, N.A. in Nashville (and its predecessors) from 1979. He has held positions in collections, as branch manager, in construction lending, retail marketing, automobile lending, loan administration, operations analyst, as Vice President, Senior Vice President and most recently as Executive Vice President since 2002. His principal duties include overseeing the Bank’s lending function and loan operations.

Lisa Pominski ~~(39)~~(40) — Ms. Pominski is Senior Vice President and the Chief Financial Officer of the Bank and the Company and is the Company’s principal financial and accounting officer. Ms. Pominski has held several positions including Asst. Cashier, Asst. Vice President and Vice President since the Bank’s formation in May of 1987. Prior to 1987 Ms. Pominski was employed by People’s Bank, Lebanon, TN 37087.

John Goodman ~~(37)~~(38) — Mr. Goodman joined the Bank in November of 2002 as Senior Vice President. From 1998 to 2002 he was First Vice President of Commercial Lending for NBC Bank, Nashville, TN. His primary duties include the development of commercial lending and the supervision of the branch offices in the western portion of Wilson County and the eastern portion of Davidson County.

John McDearman ~~(34)~~(35) – Mr. McDearman joined the Bank in November of 1998. He has held positions in branch administration and commercial lending. Currently he serves as Senior Vice President of the Bank, a position he has held since November of 2002. Prior to joining the Bank in 1998 he was Assistant Vice President, Banking Center Manager for ~~Nations Bank,~~NationsBank, Chattanooga, TN, a position he held from 1994 to 1998. His primary duties include the continuing development of the commercial loan portfolio.

Christy Norton ~~(37)~~(38) — Mrs. Norton joined the Bank in February of 1989. Prior to that time she was employed by First Tennessee Bank, Lebanon, TN. She has held several positions for the Bank in Retail and Branch Administration and is currently a Senior Vice President, a position she has held since November of 2002. Her primary duties include ~~the administration of branch~~bank operations and supervision of the Bank’s training ~~and sales departments.~~department.

All officers serve at the pleasure of the Board of Directors. No officers are involved in any legal proceedings which are material to an evaluation of their ability and integrity.

The Company has adopted a code of conduct for its senior executive and financial officers (the “Code of Conduct”), a copy of which will be provided to any person, without charge, upon request to the Company at 623 West Main Street, Lebanon, Tennessee 37087, Attention: Corporate Secretary. The Company will make any legally required disclosures regarding amendments to, or waivers of, provisions of its Code of Conduct in accordance with the rules and regulations of the Securities and Exchange Commission.

The information required by this item with respect to the Company’s audit committee and any “audit committee financial expert” is incorporated herein by reference to the section entitled “ ~~Item-2~~Item-1 Election of Directors – Description of the Board and Committees of the Board” in the Company’s definitive proxy materials filed in connection with the ~~2004~~2005 Annual Meeting of Shareholders.

The information required by this item with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the Section entitled ~~“Item-2~~“Item-1 Election of Directors – Compliance with Section 16(a) of the Securities Exchange Act of 1934” in the Company’s definitive proxy materials filed in connection with the ~~2004~~2005 Annual Meeting of Shareholders.

Item 11.Executive Compensation

Information required by this item is incorporated herein by reference to the section entitled “Executive Compensation” in the Company’s definitive proxy materials filed in connection with the ~~2004~~2005 Annual Meeting of Shareholders.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by this item is incorporated herein by reference to the section entitled “Stock Ownership” in the Company’s definitive proxy materials filed in connection with the ~~2004~~2005 Annual Meeting of Shareholders.

The following table summarizes information concerning the Company’s equity compensation plans at December 31, ~~2003~~2004 and has been adjusted to reflect the Company’s two-for-one stock split in the form of a 100% stock dividend paid on October 30, 2003:

Information required by this item is incorporated herein by reference to the section entitled “Certain Relationships and Related Transactions” in the Company’s definitive proxy materials filed in connection with the ~~2004~~2005 Annual Meeting of Shareholders.

Information required by this item is incorporated herein by reference to the section entitled “Independent Public Accountant Information” in the Company’s definitive proxy materials filed in connection with the ~~2004~~2005 Annual Meeting of Shareholders.

SIGNATURES

~~In accordance with~~Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		WILSON BANK HOLDING COMPANY

		By:		~~/s/~~/s/ J. Randall Clemons

				J. Randall Clemons
				President and Chief Executive Officer

		Date:		March ~~15, 2004~~16, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date
~~/s/~~/s/ J. Randall Clemons ~~J. Randall Clemons~~	President, Chief Executive Officer and Director ~~(Principal~~
	(Principal Executive Officer)	March ~~15, 2004~~16, 2005
J. Randall Clemons

~~/s/~~/s/ Lisa Pominski ~~Lisa Pominski~~	Chief Financial Officer (Principal
	Financial and Accounting Officer)	March ~~15, 2004~~16, 2005
Lisa Pominski

~~/s/~~/s/ Elmer Richerson
~~Elmer Richerson~~	Executive Vice President & Director	March ~~15, 2004~~16, 2005
Elmer Richerson

~~/s/~~/s/ Charles Bell
~~Charles Bell~~	Director	March ~~15, 2004~~16, 2005
Charles Bell

~~/s/~~/s/ Jack W. Bell
~~Jack W. Bell~~	Director	March ~~15, 2004~~16, 2005
Jack W. Bell

~~/s/~~/s/ Mackey Bentley
~~Mackey Bentley~~	Director	March ~~15, 2004~~16, 2005
Mackey Bentley

~~/s/~~/s/ James F. Comer
~~James F. Comer~~	Director	March ~~15, 2004~~16, 2005
James F. Comer

~~/s/~~/s/ Jerry L. Franklin
~~Jerry L. Franklin~~	Director	March ~~15, 2004~~16, 2005
Jerry L. Franklin

~~/s/~~/s/ John B. Freeman
~~John B. Freeman~~	Director	March ~~15, 2004~~16, 2005
John B. Freeman

INDEX TO EXHIBITS

2.1   Agreement and Plan of Merger dated November 16, 2004, among Wilson Bank Holding Company, Wilson Bank and Trust and DeKalb Community Bank. (Pursuant to Item 601(b)(2) of Regulation S-K, the Schedules to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request.) (incorporated herein by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (Registration No. 333-121943)).

2.2   Agreement and Plan of Merger dated November 16, 2004, among Wilson Bank Holding Company, Wilson Bank and Trust and Community Bank of Smith County. (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request.) (incorporated herein by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (Registration No. 333-122534)).

3.1    Charter of Wilson Bank Holding Company, as amended (restated for SEC electronic filling purposes only) (incorporated herein by reference to Exhibit 3.1 of the Company’s ~~Quarterly Report~~Registration Statement on Form ~~10-Q for the quarter ended September 30, 2002)~~S-4 (Registration No. 333-121943)).

3.2    Bylaws of Wilson Bank Holding Company, ~~(previously filed~~ as amended (restated for SEC electronic filling purposes only) (incorporated herein by reference to Exhibit ~~3(a) to~~3.2 of the Company’s Registration Statement on Form S-4 ~~dated March 18, 1992~~ (Registration No. ~~33-46469) and incorporated herein by reference)~~333-121943)).

4.1   Specimen Common Stock Certificate. (incorporated herein by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (Registration No. 333-121943)).

10.1    Wilson Bank Holding Company 1999 Stock Option Plan (incorporated herein by reference to the Company’s Registration Statement on Form S-8 (Registration No. ~~333-32442 and incorporated herein by reference)~~333-32442)).*

10.2    Executive Salary Continuation Agreement by and between the Company and J. Randall Clemons dated as of March 30, 1995 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).*

10.3    Executive Salary Continuation Agreement by and between the Company and Elmer Richerson dated as of March 30, 1995 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).*

10.4    Executive Salary Continuation Agreement by and between the Company and Gary D. Whitaker dated as of March 1, 1998 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).*

10.5    Executive Salary Continuation Agreement by and between the Company and Larry Squires dated September 16, 1996 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).*

10.6    Amendment to the Wilson Bank and Trust Executive Salary Continuation Agreement dated as of January 1, 2001 by and between Wilson Bank and Trust and Larry ~~Squires(incorporated~~Squires (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).*

10.7   Form of Wilson Bank Holding Company Qualified Stock Option Agreement.*

13.1    Selected Portions of the Wilson Bank Holding Company Annual Report to Shareholders for the year ended December 31, ~~2003~~2004 incorporated by reference into items 5, 6, 7, 7A and 8.

21.1    Subsidiaries of the Company.

23.1    Consent of ~~Independent Auditors.~~Registered Public Accounting Firm.

31.1    Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2    Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1    Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2    Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Management compensatory plan or contract


Part of Form 10-K		Documents from which portions are incorporated by reference
Part II		Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2004 are incorporated by reference into Items 5, 6, 7, 7A and 8.

Part III		Portions of the Registrant’s Proxy Statement relating to the Registrant’s Annual Meeting of Shareholders to be held on April 12, 2005 are incorporated by reference into Items 10, 11, 12, 13 and 14.


PART I
	Item 1. ~~Description of~~ Business
	Item 2. ~~Description of Property~~Properties
	Item 3.Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market for Registrant’s Common Equity, ~~and~~ Related Shareholder Matters and Issues Purchasers of Equity Securities
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item ~~9.Changes~~9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
	Item 9A. Controls and Procedures
	Item 9B. Other Information
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	Item 13. Certain Relationships and Related Transactions
	Item 14. Principal Accountant Fees and Services
	Item 15. Exhibits and ~~Reports on Form 8-K~~Financial Statement Schedules
SIGNATURES
~~INDEX TO EXHIBITS~~EX-10.7 FORM OF WILSON BANK HOLDING COMPANY
~~EX-13.1 SELECTED PORTIONS OF THE ANNUAL REPORT~~Ex-13.1 Selected Portions of the Wilson Bank Holding Company Annual Report to Shareholders
~~EX-21.1 SUBSIDIARIES OF THE REGISTRANT~~Ex-21.1 Subsidiaries of the Company
~~EX-23.1 CONSENT OF MAGGART~~Ex-23.1 Consent of Maggart & ~~ASSOCIATES, P.C~~Associates, P.C.
~~EX-31.1 SECTION~~Ex-31.1 Section 302 ~~CERTIFICATION OF THE~~Certification of the CEO
~~EX-31.2 SECTION~~Ex-31.2 Section 302 ~~CERTIFICATION OF THE~~Certification of the CFO
~~EX-32.1 SECTION~~Ex-32.1 Section 906 ~~CERTIFICATION OF THE~~Certification of the CEO
~~EX-32.2 SECTION~~Ex-32.2 Section 906 ~~CERTIFICATION OF THE~~Certification of the CFO


~~Part of Form 10-K~~		~~Documents from which portions are incorporated by reference~~
~~Part II~~		~~Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2003 are incorporated by reference into Items 5, 6, 7, 7A and 8.~~

~~Part III~~		Portions of the Registrant’s Proxy Statement relating to the Registrant’s Annual Meeting of Shareholders to be held on April 13, 2004 are incorporated by reference into Items 10, 11, 12, 13 and 14.


	Securities Held-To-Maturity								Securities Held-To-Maturity
	(In Thousands)								(In Thousands)
			Gross		Gross		Estimated				Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Market		Amortized		Unrealized		Unrealized		Market
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Obligations of states and political subdivisions	$	13,273		292		27		13,538	$	12,877		626		—		13,503
Mortgage-backed securities		2,857		8		16		2,849		1,336		3		4		1,335

	$	16,130		300		43		16,387	$	14,213		629		4		14,838


	Securities Available-For-Sale								Securities Available-For-Sale
	(In Thousands)								(In Thousands)
			Gross		Gross		Estimated				Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Market		Amortized		Unrealized		Unrealized		Market
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
U.S. Treasury and other U.S. Government agencies and corporations	$	79,561		451		300		79,712	$	96,375		1,359		26		97,708
Obligations of states and political subdivisions		2,258		40		7		2,291		1,804		80		—		1,884
Corporate bonds										1,705		16		—		1,721
Mortgage-backed securities		423		5		—		428		346		10		—		356

	$	82,242		496		307		82,431	$	100,230		1,465		26		101,669

		The Schedule which follows indicates the average balances for each major balance sheet item, an analysis of net interest income and the change in interest income and interest expense attributable to changes in volume and changes in rates. The difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities is net interest income, which is the Company’s gross margin. Analysis of net interest income is more meaningful when income from tax-exempt earning assets is adjusted to a tax equivalent basis. Accordingly, the following schedule includes a tax equivalent adjustment of tax-exempt earning assets, assuming a weighted average Federal income tax rate of 34%. In this Schedule “change due to volume” is the change in volume multiplied by the interest rate for the prior year. “Change due to rate” is the change in interest rate multiplied by the volume for the prior year. Changes in interest income and expense not due solely to volume or rate changes have been allocated to the “change due to volume” and “change due to rate” in proportion to the relationship of the absolute dollar amounts of the change in each category. Non-accrual loans have been included in the loan category. Loan fees of $1,056,000, $814,000 and $506,000 for 2004, 2003 and ~~the change in interest income and interest expense attributable to changes in volume and changes in rates.~~

		The difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities is net interest income, which is the Company’s gross margin. Analysis of net interest income is more meaningful when income from tax-exempt earning assets is adjusted to a tax equivalent basis. Accordingly, the following schedule includes a tax equivalent adjustment of tax-exempt earning assets, assuming a weighted average Federal income tax rate of 34%.

		In this Schedule “change due to volume” is the change in volume multiplied by the interest rate for the prior year. “Change due to rate” is the change in interest rate multiplied by the volume for the current year. Changes in interest income and expense not due solely to volume or rate changes are included in the “change due to rate” category.

		~~Non-accrual loans have been included in the loan category. Loan fees of $548,000, $506,000 and $586,000 for 2003,~~ 2002, ~~and 2001,~~ respectively, are included in loan income and represent an adjustment of the yield on these loans.

	A.	Continued:

		~~Continued:~~Securities at December 31, 2003 consist of the following:


	In Thousands
			1 Year to
	Less Than		Less Than		After 5
	1 Year*		5 Years		Years		Total
Maturity Distribution:
Commercial, financial and agricultural	$	98,145		53,249		22,841		174,235
Real estate - construction		38,147		1,361		—		39,508

	$	136,292		54,610		22,841		213,743

Interest-Rate Sensitivity:
Fixed interest rates	$	118,010		45,880		4,992		168,882
Floating or adjustable interest rates		18,282		8,730		17,849		44,861

Total commercial, financial and agricultural loans plus real estate - construction loans	$	136,292		54,610		22,841		213,743

		~~Risk Elements, Continued:~~The accrual of interest income is discontinued when it is determined that collection of interest is less than probable or the collection of any amount of principal is doubtful. The decision to place a loan on a non-accrual status is based on an evaluation of the borrower’s financial condition, collateral liquidation value, economic and business conditions and other factors that affect the borrower’s ability to pay. At the time a loan is placed on a non-accrual status, the accrued but unpaid interest is also evaluated as to collectibility. If collectibility is doubtful, the unpaid interest is charged off. Thereafter, interest on non-accrual loans is recognized only as received. Non-accrual loans totaled $624,000 at December 31, 2004, $462,000 at December 31, 2003, $483,000 at December 31, 2002, $169,000 at December 31, 2001 and $100,000 at December 31, 2000. Gross interest income on non-accrual loans, that would have been recorded for the year ended December 31, 2004 if the loans had been current totaled $13,000 compared to $8,000 in 2003, $12,000 in 2002, $12,000 in 2001 and $17,000 in 2000. The amount of interest and fee income recognized on total loans during 2004 totaled $42,037,000 as compared to $38,687,000 in 2003, $39,120,000 in 2002, $40,262,000 in 2001 and $35,743,000 in 2000.

		At December 31, 2004, loans, which include the above, totaling $9,686,000 were included in the Company’s internal classified loan list. Of these loans $5,509,000 are real estate and $4,177,000 are various other types of loans. The values collateralizing these loans is estimated by management to be approximately $13,953,000 ($9,549,000 related to real property and $4,404,000 related to the various other types of loans). Such loans are listed as classified when information obtained about possible credit problems of the borrowers has prompted management to question the ability of the borrower to comply with the repayment terms of the loan agreement. The loan classifications do not represent or result from trends or uncertainties which management expects will materially impact future operating results, liquidity or capital resources.

		At December 31, 2004 there were no loan concentrations that exceeded ten percent of total loans other than as included in the preceding table of types of loans. Loan concentrations are amounts loaned to a multiple number of borrowers engaged in similar activities which would cause them to be similarly impacted by economic or other conditions.

		At December 31, 2004 and 2003 other real estate totaled $580,000 and $417,000, respectively.

		The allowance for possible loan losses is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible. The provision for possible loan losses charged to operating expense is based on past loan loss experience and other factors which, in management’s judgment, deserve current recognition in estimating possible loan losses. Such other factors considered by management include growth and composition of the loan portfolio, review of specific loan problems, the relationship of the allowance for possible loan losses to outstanding loans, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral and current economic conditions that may affect the borrower’s ability to pay.

		Management conducts a continuous review of all loans that are delinquent, previously charged down or loans which are determined to be potentially uncollectible. Loan classifications are reviewed periodically by a person independent of the lending function. The Board of Directors periodically reviews the adequacy of the allowance for possible loan losses.

		The following detail provides a breakdown of the allocation of the allowance for possible loan losses:


	December 31, 2001					December 31, 2000					December 31, 2002					December 31, 2001
			Percent of					Percent of					Percent of					Percent of
			Loans In					Loans In					Loans In					Loans In
	In		Each Category			In		Each Category			In		Each Category			In		Each Category
	Thousands		To Total Loans			Thousands		To Total Loans			Thousands		To Total Loans			Thousands		To Total Loans
Commercial, financial and agricultural	$	651		38.5	%	$	480		36.4	%	$	828		35.0	%	$	651		38.5	%
Real estate construction		236		5.1			535		7.3			302		5.6			236		5.1
Real estate mortgage		3,892		46.1			2,981		45.2			4,723		48.5			3,892		46.1
Installment		710		10.3			529		11.1			1,090		10.9			710		10.3

	$	5,489		100.0	%	$	4,525		100.0	%	$	6,943		100.0	%	$	5,489		100.0	%


	December 31, 1999					December 31, 2000
			Percent of					Percent of
			Loans In					Loans In
	In		Each Category			In		Each Category
	Thousands		To Total Loans			Thousands		To Total Loans
Commercial, financial and agricultural	$	463		33.8	%	$	480		36.4	%
Real estate construction		232		7.6			535		7.3
Real estate mortgage		2,171		45.9			2,981		45.2
Installment		981		12.7			529		11.1

	$	3,847		100.0	%	$	4,525		100.0	%

V.		Deposits:

		~~The average amounts and average interest rates for deposits for 2003, 2002 and 2001 are detailed in the following schedule:~~


	In Thousands						In Thousands
	Certificates		Individual				Certificates		Individual
	of		Retirement				of		Retirement
	Deposit		Accounts		Total		Deposit		Accounts		Total
Less than three months	$	21,465		748		22,213	$	22,907		1,423		24,330

Three to six months		33,640		3,566		37,206		26,090		4,654		30,744

Six to twelve months		24,491		2,903		27,394		21,599		611		22,210

More than twelve months		47,487		4,789		52,276		87,778		6,228		94,006

	$	127,083		12,006		139,089	$	158,374		12,916		171,290

VI.		Return on Equity and Assets, Continued:

		The following schedule details the Company’s risk-based capital at December 31, 2003 excluding the net unrealized gain on available-for-sale securities which is shown as a deduction in stockholders’ equity in the consolidated financial statements:

VI.		Return on Equity and Assets, Continued:

		The Company is required to maintain a Total capital to risk-weighted asset ratio of 8% and a Tier I capital to risk-weighted asset ratio of 4%. At December 31, 2003, the Company and its subsidiary banks were in compliance with these requirements.

		~~The following schedule details the Company’s interest rate sensitivity at December 31, 2003:~~


(a)(1)		Financial Statements. See Item 8.


(a)(2)		Financial Statement Schedules. Inapplicable.


(a)(3)		Exhibits. See Index to Exhibits.

	~~(b) Reports on Form 8-K~~

2.1	Agreement and Plan of Merger dated November 16, 2004, among Wilson Bank Holding Company, Wilson Bank and Trust and DeKalb Community Bank. (Pursuant to Item 601(b)(2) of Regulation S-K, the Schedules to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request.) (incorporated herein by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (Registration No. 333-121943)).

2.2	Agreement and Plan of Merger dated November 16, 2004, among Wilson Bank Holding Company, Wilson Bank and Trust and Community Bank of Smith County. (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this agreement are omitted, but will be provided supplementally to the Securities and Exchange Commission upon request.) (incorporated herein by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (Registration No. 333-122534)).

3.1		Charter of Wilson Bank Holding Company, as amended (restated for SEC electronic filling purposes only) (incorporated herein by reference to Exhibit 3.1 of the Company’s ~~Quarterly Report~~Registration Statement on Form ~~10-Q for the quarter ended September 30, 2002)~~S-4 (Registration No. 333-121943)).

3.2		Bylaws of Wilson Bank Holding Company, ~~(previously filed~~ as amended (restated for SEC electronic filling purposes only) (incorporated herein by reference to Exhibit ~~3(a) to~~3.2 of the Company’s Registration Statement on Form S-4 ~~dated March 18, 1992~~ (Registration No. ~~33-46469) and incorporated herein by reference)~~333-121943)).

4.1	Specimen Common Stock Certificate. (incorporated herein by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (Registration No. 333-121943)).

10.1		Wilson Bank Holding Company 1999 Stock Option Plan (incorporated herein by reference to the Company’s Registration Statement on Form S-8 (Registration No. ~~333-32442 and incorporated herein by reference)~~333-32442)).*

10.2		Executive Salary Continuation Agreement by and between the Company and J. Randall Clemons dated as of March 30, 1995 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).*

10.3		Executive Salary Continuation Agreement by and between the Company and Elmer Richerson dated as of March 30, 1995 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).*

10.4		Executive Salary Continuation Agreement by and between the Company and Gary D. Whitaker dated as of March 1, 1998 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).*

10.5		Executive Salary Continuation Agreement by and between the Company and Larry Squires dated September 16, 1996 (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).*

10.6		Amendment to the Wilson Bank and Trust Executive Salary Continuation Agreement dated as of January 1, 2001 by and between Wilson Bank and Trust and Larry ~~Squires(incorporated~~Squires (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).*

10.7	Form of Wilson Bank Holding Company Qualified Stock Option Agreement.*

13.1		Selected Portions of the Wilson Bank Holding Company Annual Report to Shareholders for the year ended December 31, ~~2003~~2004 incorporated by reference into items 5, 6, 7, 7A and 8.

21.1		Subsidiaries of the Company.

23.1		Consent of ~~Independent Auditors.~~Registered Public Accounting Firm.

31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.