UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)


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

For the fiscal year ended December 31, ~~2006~~2007


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

For the transition period from to

Commission file number 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 No.)
~~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 if the registrant is a well-known seasoned ~~issuer.~~issuer, as defined in Rule 405 of the Securities Act. Yeso Noþ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ

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. Yesþ Noo

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 a large accelerated filer, an accelerated filer, or a non-accelerated filer, ~~(See definition~~or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated ~~filer~~filer” and ~~large accelerated filer”~~“smaller reporting company” in Rule 12b-2 of the Exchange Act.). (Check one):


Large accelerated ~~filer~~o ~~Accelerated filer~~þ ~~Non-accelerated~~ filero	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, ~~2006,~~2007, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately ~~$160,971,534.~~$185,518,818. For purposes of this calculation, “affiliates” are considered to be the directors of the registrant. The market value calculation was determined using ~~$36.50~~$31.00 per share.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Noþ

Shares of common stock, $2.00 par value per share, outstanding on March ~~15, 2007~~12, 2008 were ~~5,177,390.~~6,975,650.

PART I

Item 1.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. The Bank, on December 31, ~~2006,~~2007, had ten full service banking offices located in Wilson County, Tennessee, one full service banking facility in Trousdale County, Tennessee, two full service banking offices in eastern Davidson County, ~~one banking facility and~~Tennessee, three full service banking offices located in Rutherford County, Tennessee, two full service banking offices in DeKalb County, Tennessee and two full service banking facilities in Smith County, Tennessee.

Prior to March 31, 2005, the Company owned a 50% interest in DeKalb Community Bank and Community Bank of Smith County. On March 31, 2005, the Company acquired the minority interest in the subsidiaries when the two subsidiaries were merged into the Bank with the shareholders of these subsidiaries, other than the Company, receiving shares of the Company’s common stock in exchange for their shares of common stock in the subsidiaries. Prior to March 31, 2005, these two 50% owned subsidiaries were included in the consolidated financial statements.

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; 402 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; 151 Heritage Park Drive, Suite 102, in Murfreesboro, Tennessee; 217 Donelson Pike, Nashville, Tennessee, 802 NW Broad St, Murfreesboro, Tennessee, 3110 Memorial Blvd, Murfreesboro, Tennessee, 210 Commerce Drive, Smyrna, Tennessee, 2640 South Church Street, Murfreesboro, Tennessee, 576 West Broad Street, Smithville, Tennessee, 306 Brush Creek Road, Alexandria, Tennessee,1300 Main Street North, Carthage, Tennessee, and 7 New Middleton Highway, Gordonsville, Tennessee. Management believes that Wilson County, Trousdale County, Davidson County, Rutherford County, DeKalb County and Smith 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, ~~2006,~~2007, the Company reported net earnings of approximately ~~$10.6~~$11.0 million and had total assets of approximately ~~$1.2~~$1.3 billion.

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, ~~2006~~2007 filed as Exhibit 13 to this Form 10-K (the “~~2006~~2007 Annual 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 and the Bank 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

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 is chartered under the laws of the State of Tennessee and is subject to the supervision of, and is regularly examined by, the Tennessee Department of Financial Institutions. The Bank is 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 and the Bank isare 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 bank, on investments in the stock or other securities of the bank holding company or its subsidiary bank, and on taking such stock or other securities as collateral for loans of any borrower. The Bank takes Company Common Stock as collateral for borrowings subject to the aforementioned restrictions.

The FDIC has adopted a risk-based assessment system for insured depository institutions that takes into account the risks attributable to different categories and concentrations of assets and liabilities. In early 2006, Congress passed the Federal Deposit Insurance Reform Act of 2005, which made certain changes to the Federal deposit insurance program. These changes included merging the Bank Insurance Fund and the Savings Association Insurance Fund, increasing retirement account coverage to $250,000 and providing for inflationary adjustments to general coverage beginning in 2010, providing the FDIC with authority to set the fund’s reserve ratio within a specified range, and requiring dividends to banks if the reserve ratio exceeds certain levels. The new statute grants banks an assessment credit based on their share of the assessment base on December 31, 1996, and the amount of the credit can be used to reduce assessments in any year subject to certain limitations. In 2007, the Bank utilized $331,147 of its credit. At December 31, 2007, the Bank had a credit of $3,270 remaining to be used.

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

Act, which is generally applicable to most of the loans made by the Company’s bank subsidiary 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 bank, 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 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.

The Bank 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 the Bank and can be expected to offer a wider range of banking services, the Company believes that the Bank can expect to attract customers since ~~and~~ most loan and management decisions will be made at the local level.

The Bank competes with three commercial banks in Smith County, all of which are small community banking organizations. These institutions enjoy existing depositor relationships; however, the Company believes that the Bank can be expected to offer a wider range of banking services through its financial resources as well as broader range of product offerings.

The Bank competes with much larger commercial banks in Rutherford County. While these institutions enjoy existing depositor relationships and greater financial resources than the Bank and can be expected to offer a wider range of banking services, the Company believes that the Bank can expect to attract customers since most loan and management decisions will be made at the local level.

The Bank competes with two commercial banks in Trousdale County, both of which are small community banking organizations. These institutions enjoy existing depositor relationships; however, the Company believes that the Bank can be expected to offer a wider range of banking services through its financial resources as well as a broader range of product offerings.

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 and the Company 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 order to combat recession and curb inflation. Among the instruments used to attain these objectives are open market operations in U.S. government securities, changes in the discount rate on bank borrowings and changes in reserve requirements relating to member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may also affect interest rates charged on loans and paid for deposits. Policies of the regulatory agencies have had a significant effect on the operating results of commercial banks in the past and are expected to do so in the future. The effect of such policies upon the future business and results of operations of the Company and the Bank cannot be predicted with accuracy.

Employment

As of March ~~14, 2007,~~12, 2008, the Company and its subsidiary collectively employed ~~353~~365 full-time equivalent employees. Additional personnel will be hired as needed to meet future growth.

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.

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2006~~2007

I.		Distribution of Assets, Liabilities and Stockholders’ Equity;

		Interest 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 $2,483,000, $2,359,000 and $2,197,000 for 2007, 2006 and ~~$1,815,000 for 2006,~~ 2005, ~~and 2004,~~ 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, ~~2006~~2007

In Thousands, Except Interest Rates
2006 2005 2006/2005 Change
Average Interest Income/ Average Interest Income/ Due to Due to
Balance Rate Expense Balance Rate Expense Volume Rate Total

Loans, net of unearned interest $ 845,311 7.40 % 62,567 747,922 6.72 % 50,283 6,912 5,372 12,284

Investment securities — taxable 138,724 3.83 5,312 134,539 3.31 4,447 143 722 865

Investment securities - tax exempt 15,986 3.96 633 15,596 3.99 623 15 (5 ) 10

Taxable equivalent adjustment — 2.04 326 — 2.06 321 8 (3 ) 5

Total tax-exempt investment securities 15,986 6.00 959 15,596 6.05 944 23 (8 ) 15

Total investment securities 154,710 4.05 6,271 150,135 3.59 5,391 169 711 880

Loans held for sale 4,554 4.41 201 4,122 4.25 175 19 7 26

Federal funds sold 36,973 4.91 1,814 24,363 2.76 673 455 686 1,141

Restricted equity securities 2,838 5.74 163 2,632 4.44 117 10 36 46

Total earning assets 1,044,386 6.80 71,016 929,174 6.10 56,639 7,467 6,910 14,377

Cash and due from banks 29,693 25,126

Allowance for possible loan losses (9,597 ) (9,566 )

Bank premises and equipment 26,931 21,987

Other assets 21,649 16,598

Total assets $ 1,113,062 983,319

~~WILSON BANK HOLDING COMPANY~~

~~Form 10-K~~

~~December 31, 2006~~

In Thousands, Except Interest Rates
2006 2005 2006/2005 Change
Average Interest Income/ Average Interest Income/ Due to Due to
Balance Rate Expense Balance Rate Expense Volume Rate Total

Deposits:
Negotiable order of withdrawal accounts $ 84,484 1.49 % 1,262 72,453 .89 % 650 121 491 612
Money market demand accounts 209,011 2.38 4,980 190,867 1.65 3,142 325 1,513 1,838
Individual retirement accounts 48,764 4.32 2,104 44,725 3.48 1,555 150 399 549
Other savings deposits 37,561 2.59 975 40,524 1.94 787 (60 ) 248 188
Certificates of deposit $100,000 and over 207,155 4.38 9,071 174,628 3.81 6,659 1,338 1,074 2,412
Certificates of deposit under $100,000 290,021 4.48 12,980 246,872 3.45 8,527 1,644 2,809 4,453

Total interest-bearing deposits 876,996 3.58 31,372 770,069 2.77 21,320 3,518 6,534 10,052

Securities sold under repurchase agreements 8,460 4.18 354 6,622 2.70 179 59 116 175
Federal funds purchased — — — 1,023 2.05 21 (10 ) (11 ) (21 )
Advances from Federal Home Loan Bank 14,718 4.43 652 14,500 4.34 630 9 13 22

Total interest-bearing liabilities 900,174 3.60 32,378 792,214 2.80 22,150 3,576 6,652 10,228

Demand deposits 105,176 98,486

Other liabilities 7,048 5,284

Stockholders’ equity 100,664 87,335

Total liabilities and stockholders’ equity $ 1,113,062 983,319

Net interest income 38,638 34,489

Net yield on earning assets 3.70 % 3.71 %

Net interest spread 3.20 % 3.30 %


	*In Thousands, Except Interest Rates*
	2007								2006								2007/2006 Change
	Average			Interest			Income/		Average			Interest			Income/		Due to			Due to
	Balance			Rate			Expense		Balance			Rate			Expense		Volume			Rate			Total

Loans, net of unearned interest	$	931,238			7.73	%		71,945		845,311			7.40	%		62,567		6,518			2,860			9,378

Investment securities — taxable		207,105			5.02			10,398		138,724			3.83			5,312		3,119			1,967			5,086

Investment securities — tax exempt		15,098			3.88			585		15,986			3.96			633		(34	)		(14	)		(48	)

Taxable equivalent adjustment		—			1.99			301		—			2.04			326		(18	)		(7	)		(25	)

Total tax-exempt investment securities		15,098			5.87			886		15,986			6.00			959		(52	)		(21	)		(73	)


Total investment securities		222,203			5.08			11,284		154,710			4.05			6,271		3,166			1,847			5,013


Loans held for sale		5,124			4.94			253		4,554			4.41			201		27			25			52

Federal funds sold		49,836			5.06			2,524		36,973			4.91			1,814		653			57			710

Restricted equity securities		2,960			5.98			177		2,838			5.74			163		7			7			14


Total earning assets		1,211,361			7.11			86,183		1,044,386			6.80			71,016								15,167


Cash and due from banks		33,526								29,693

Allowance for loan losses		(9,817	)							(9,597	)

Bank premises and equipment		29,416								26,931

Other assets		24,265								21,649


Total assets	$	1,288,751								1,113,062

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2006~~2007

In Thousands, Except Interest Rates
2005 2004 2005/2004 Change
Average Interest Income/ Average Interest Income/ Due to Due to
Balance Rate Expense Balance Rate Expense Volume Rate Total

Loans, net of unearned interest $ 747,922 6.72 % 50,283 656,973 6.51 % 42,796 6,072 1,415 7,487

Investment securities — taxable 134,539 3.31 4,447 127,043 3.13 3,971 241 235 476

Investment securities - tax exempt 15,596 3.99 623 16,199 4.14 671 (24 ) (24 ) (48 )

Taxable equivalent adjustment — 2.06 321 — 2.13 346 (13 ) (12 ) (25 )

Total tax-exempt investment securities 15,596 6.05 944 16,199 6.28 1,017 (37 ) (36 ) (73 )

Total investment securities 150,135 3.59 5,391 143,242 3.48 4,988 243 160 403

Loans held for sale 4,122 4.25 175 3,634 4.43 161 21 (7 ) 14

Federal funds sold 24,363 2.76 673 29,505 1.08 319 (65 ) 419 354

Restricted securities 2,632 4.44 117 2,619 3.97 104 1 12 13

Total earning assets 929,174 6.10 56,639 835,973 5.79 48,368 5,587 2,684 8,271

Cash and due from banks 25,126 21,299

Allowance for possible loan losses (9,566 ) (8,596 )

Bank premises and equipment 21,987 20,209

Other assets 16,598 10,950

Total assets $ 983,319 879,835


	*In Thousands, Except Interest Rates*
	2007							2006							2007/2006 Change
	Average		Interest			Income/		Average		Interest			Income/		Due to			Due to
	Balance		Rate			Expense		Balance		Rate			Expense		Volume			Rate		Total

Deposits:
Negotiable order of withdrawal accounts	$	117,115		2.44	%		2,858		84,484		1.49	%		1,262		602			994		1,596
Money market demand accounts		218,387		2.66			5,815		209,011		2.38			4,980		230			605		835
Individual retirement accounts		57,872		5.00			2,895		48,764		4.32			2,104		426			365		791
Other savings deposits		40,190		3.00			1,204		37,561		2.59			975		71			158		229
Certificates of deposit $100,000 and over		285,328		5.29			15,092		207,155		4.38			9,071		3,883			2,138		6,021
Certificates of deposit under $100,000		323,376		5.18			16,759		290,021		4.48			12,980		1,602			2,177		3,779

Total interest-bearing deposits		1,042,268		4.28			44,623		876,996		3.58			31,372		6,814			6,437		13,251

Securities sold under repurchase agreements		7,804		4.38			342		8,460		4.18			354		(28	)		16		(12	)
Federal funds purchased		—		—			—		—		—			—		—			—		—
Advances from Federal Home Loan Bank		16,308		4.64			756		14,718		4.43			652		72			32		104

Total interest-bearing liabilities		1,066,380		4.29			45,721		900,174		3.60			32,378							13,343


Demand deposits		101,905							105,176

Other liabilities		9,607							7,048

Stockholders’ equity		110,859							100,664

Total liabilities and stockholders’ equity	$	1,288,751							1,113,062


Net interest income							40,462							38,638


Net yield on earning assets				3.34	%						3.70	%


Net interest spread				2.82	%						3.20	%

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2006~~2007

In Thousands, Except Interest Rates
2005 2004 2005/2004 Change
Average Interest Income/ Average Interest Income/ Due to Due to
Balance Rate Expense Balance Rate Expense Volume Rate Total

Deposits:
Negotiable order of withdrawal accounts $ 72,453 .89 % 650 62,723 .36 % 223 40 387 427
Money market demand accounts 190,867 1.65 3,142 195,769 1.17 2,290 (59 ) 911 852
Individual retirement accounts 44,725 3.48 1,555 40,847 3.03 1,238 124 193 317
Other savings deposits 40,524 1.94 787 43,249 1.36 590 (39 ) 236 197
Certificates of deposit $100,000 and over 174,628 3.81 6,659 137,872 3.11 4,284 1,288 1,087 2,375
Certificates of deposit under $100,000 246,872 3.45 8,527 221,990 3.02 6,693 807 1,027 1,834

Total interest-bearing deposits 770,069 2.77 21,320 702,450 2.18 15,318 1,575 4,428 6,002

Securities sold under repurchase agreements 6,622 2.70 179 9,254 1.75 162 (55 ) 72 17
Federal funds purchased 1,023 2.05 21 1,157 1.82 21 (2 ) 2 —
Advances from Federal Home Loan Bank 14,500 4.34 630 5,343 4.68 250 399 (19 ) 380

Total interest-bearing liabilities 792,214 2.80 22,150 718,204 2.19 15,751 1,728 4,671 6,399

Demand deposits 98,486 83,448

Other liabilities 5,284 11,217

Stockholders’ equity 87,335 66,966

Total liabilities and stockholders’ equity $ 983,319 879,835

Net interest income 34,489 32,617

Net yield on earning assets 3.71 % 3.90 %

Net interest spread 3.30 % 3.60 %


	*In Thousands, Except Interest Rates*
	2006								2005								2006/2005 Change
	Average			Interest			Income/		Average			Interest			Income/		Due to		Due to
	Balance			Rate			Expense		Balance			Rate			Expense		Volume		Rate			Total

Loans, net of unearned interest	$	845,311			7.40	%		62,567		747,922			6.72	%		50,283		6,912		5,372			12,284

Investment securities — taxable		138,724			3.83			5,312		134,539			3.31			4,447		143		722			865

Investment securities — tax exempt		15,986			3.96			633		15,596			3.99			623		15		(5	)		10

Taxable equivalent adjustment		—			2.04			326		—			2.06			321		8		(3	)		5

Total tax-exempt investment securities		15,986			6.00			959		15,596			6.05			944		23		(8	)		15


Total investment securities		154,710			4.05			6,271		150,135			3.59			5,391		169		711			880


Loans held for sale		4,554			4.41			201		4,122			4.25			175		19		7			26

Federal funds sold		36,973			4.91			1,814		24,363			2.76			673		455		686			1,141

Restricted equity securities		2,838			5.74			163		2,632			4.44			117		10		36			46


Total earning assets		1,044,386			6.80			71,016		929,174			6.10			56,639		7,467		6,910			14,377


Cash and due from banks		29,693								25,126

Allowance for loan losses		(9,597	)							(9,566	)

Bank premises and equipment		26,931								21,987

Other assets		21,649								16,598


Total assets	$	1,113,062								983,319

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2006~~2007


	*In Thousands, Except Interest Rates*
	2006							2005							2006/2005 Change
	Average		Interest			Income/		Average		Interest			Income/		Due to			Due to
	Balance		Rate			Expense		Balance		Rate			Expense		Volume			Rate			Total

Deposits:
Negotiable order of withdrawal accounts	$	84,484		1.49	%		1,262		72,453		.89	%		650		121			491			612
Money market demand accounts		209,011		2.38			4,980		190,867		1.65			3,142		325			1,513			1,838
Individual retirement accounts		48,764		4.32			2,104		44,725		3.48			1,555		150			399			549
Other savings deposits		37,561		2.59			975		40,524		1.94			787		(60	)		248			188
Certificates of deposit $100,000 and over		207,155		4.38			9,071		174,628		3.81			6,659		1,338			1,074			2,412
Certificates of deposit under $100,000		290,021		4.48			12,980		246,872		3.45			8,527		1,644			2,809			4,453

Total interest-bearing deposits		876,996		3.58			31,372		770,069		2.77			21,320		3,518			6,534			10,052

Securities sold under repurchase agreements		8,460		4.18			354		6,622		2.70			179		59			116			175
Federal funds purchased		—		—			—		1,023		2.05			21		(10	)		(11	)		(21	)
Advances from Federal Home Loan Bank		14,718		4.43			652		14,500		4.34			630		9			13			22

Total interest-bearing liabilities		900,174		3.60			32,378		792,214		2.80			22,150		3,576			6,652			10,228


Demand deposits		105,176							98,486

Other liabilities		7,048							5,284

Stockholders’ equity		100,664							87,335

Total liabilities and stockholders’ equity	$	1,113,062							983,319


Net interest income							38,638							34,489


Net yield on earning assets				3.70	%						3.71	%


Net interest spread				3.20	%						3.30	%

~~WILSON BANK HOLDING COMPANY~~

~~Form 10-K~~

~~December 31, 2006~~2007

II.

Investment Portfolio, Continued:

The following schedule details the estimated maturities and weighted average yields of investment securities (including mortgage backed securities) of the Company at December 31, ~~2006:~~2007:

Estimated Weighted
Amortized Market Average
Held-To-Maturity Securities Cost Value Yields
(In Thousands, Except Yields)
U.S. Treasury and other U.S. Government agencies and corporations, including mortgage-backed securities:
Less than one year $ 30 30 3.98 %
One to five years — — —
Five to ten years 19 19 6.71
More than ten years 12 12 7.33

Total securities of U.S. Treasury and other U.S. Government agencies and corporations 61 61 5.50

Obligations of states and political subdivisions*:
Less than one year 1,082 1,084 4.66
One to five years 7,035 7,068 4.16
Five to ten years 5,159 5,159 4.19
More than ten years 994 1,004 5.07

Total obligations of states and political subdivisions 14,270 14,315 4.27

Total held-to-maturity securities $ 14,331 14,376 4.28 %


*		~~Weighted average yield is stated on a tax-equivalent basis, assuming a weighted average Federal income tax rate of 34%.~~

~~WILSON BANK HOLDING COMPANY~~

~~Form 10-K~~

~~December 31, 2006~~

~~II.~~

~~Investment Portfolio, Continued:~~

~~Continued:~~


			Estimated		Weighted					Estimated		Weighted
	Amortized		Market		Average			Amortized		Market		Average
Available-For-Sale Securities	Cost		Value		Yields
Held-To-Maturity Securities								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:

U.S. Treasury and other U.S. Government agencies and corporations, including mortgage-backed securities:
Less than one year	$	47,382		46,856		3.41	%	$	—		—		—	%
One to five years		72,399		70,885		4.03			—		—		—
Five to ten years		42,566		42,343		5.87			17		17		6.37
More than ten years		7,553		7,491		6.01			10		10		6.78

Total securities of U.S. Treasury and other U.S. Government agencies and corporations		169,900		167,575		4.40			27		27		6.55


Obligations of states and political subdivisions*:
Less than one year		—		—		—			2,729		2,743		4.33
One to five years		405		400		3.00			5,536		5,551		3.84
Five to ten years		—		—		—			3,745		3,758		3.78
More than ten years		1,524		1,524		3.98			1,413		1,401		3.94

Total obligations of states and political subdivisions		1,929		1,924		3.77			13,423		13,453		3.93


Total available-for-sale securities	$	171,829		169,499		4.40	%
Total held-to-maturity securities								$	13,450		13,480		3.94	%

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, 2006

III.

Loan Portfolio:

	A.		Loan Types

			The following schedule details the loans of the Company at December 31, 2007, 2006, 2005, 2004 ~~2003~~ and ~~2002:~~2003:


																In Thousands
	In Thousands															2007			2006			2005			2004			2003
	2006			2005			2004			2003			2002
Commercial, financial and agricultural	$	301,589			251,494			217,372			174,235			192,945		$	337,368			301,589			251,494			217,372			174,235
Real estate — construction		67,162			58,672			49,085			39,508			30,794			100,036			67,162			58,672			49,085			39,508
Real estate — mortgage		439,164			414,543			384,062			314,168			267,145			486,504			439,164			414,543			384,062			314,168
Installment		82,964			86,079			73,482			64,880			59,721			73,618			82,964			86,079			73,482			64,880

Total loans		890,879			810,788			724,001			592,791			550,605			997,526			890,879			810,788			724,001			592,791

Less unearned interest		—			—			—			—			(4	)		—			—			—			—			—


Total loans, net of unearned interest		890,879			810,788			724,001			592,791			550,601			997,526			890,879			810,788			724,001			592,791

Less allowance for possible loan losses		(10,209	)		(9,083	)		(9,370	)		(8,077	)		(6,943	)		(9,473	)		(10,209	)		(9,083	)		(9,370	)		(8,077	)


Net loans	$	880,670			801,705			714,631			584,714			543,658		$	988,053			880,670			801,705			714,631			584,714

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2006~~2007

III.

Loan Portfolio, Continued:

	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, ~~2006:~~2007:


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

Commercial, financial and agricultural	$	193,579		77,359		30,651		301,589	$	219,012		85,628		32,728		337,368

Real estate — construction		55,926		11,236		—		67,162		87,352		12,684		—		100,036


	$	249,505		88,595		30,651		368,751	$	306,364		98,312		32,728		437,404


Interest-Rate Sensitivity:

Fixed interest rates	$	189,608		67,467		1,323		258,398	$	229,407		59,670		5,546		294,623

Floating or adjustable interest rates		59,897		21,128		29,328		110,353		76,957		38,642		27,182		142,781


Total commercial, financial and agricultural loans plus real estate - construction loans	$	249,505		88,595		30,651		368,751
Total commercial, financial and agricultural loans plus real estate — construction loans									$	306,364		98,312		32,728		437,404

~~WILSON BANK HOLDING COMPANY~~

~~Form 10-K~~

~~December 31, 2006~~

~~III.Loan Portfolio, Continued:~~

C. ~~Risk Elements~~

~~The following schedule details selected information as to non-performing loans of the Company at December 31, 2006, 2005, 2004, 2003 and 2002:~~

In Thousands, Except Percentages
2006 2005 2004 2003 2002
Non-accrual loans:
Commercial, financial and agricultural $ 817 — 7 17 —
Real estate — construction — — — — —
Real estate — mortgage 387 190 526 270 327
Installment 156 35 91 175 156
Lease financing receivable — — — — —

Total non-accrual $ 1,360 225 624 462 483

Loans 90 days past due:
Commercial, financial and agricultural $ 739 80 197 170 22
Real estate — construction 44 42 — 8 —
Real estate — mortgage 2,604 1,585 1,698 872 318
Installment 556 308 638 716 407
Lease financing receivable — — — — —

Total loans 90 days past due $ 3,943 2,015 2,533 1,766 747

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 $ 5,303 2,240 3,157 2,228 1,230

Total loans, net of unearned interest $ 890,879 810,788 724,001 592,791 550,601

Percent of total loans outstanding, net of unearned interest .59 % 0.28 0.44 0.38 0.22

Other real estate $ 555 277 580 417 818

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2006~~2007

III.

Loan Portfolio, Continued:

	C.		Risk Elements

			The following schedule details selected information as to non-performing loans of the Company at December 31, 2007, 2006, 2005, 2004 and 2003:


	In Thousands, Except Percentages
	2007			2006		2005		2004		2003

Non-accrual loans:
Commercial, financial and agricultural	$	534			817		—		7		17
Real estate — construction		—			—		—		—		—
Real estate — mortgage		1,620			387		190		526		270
Installment		13			156		35		91		175
Lease financing receivable		—			—		—		—		—

Total non-accrual	$	2,167			1,360		225		624		462


Loans 90 days past due:
Commercial, financial and agricultural	$	97			739		80		197		170
Real estate — construction		90			44		42		—		8
Real estate — mortgage		1,502			2,604		1,585		1,698		872
Installment		437			556		308		638		716
Lease financing receivable		—			—		—		—		—

Total loans 90 days past due	$	2,126			3,943		2,015		2,533		1,766


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	$	4,293			5,303		2,240		3,157		2,228


Total loans, net of unearned interest	$	997,526			890,879		810,788		724,001		592,791


Percent of total loans outstanding, net of unearned interest		.43	%		.59		0.28		0.44		0.38


Other real estate	$	1,268			555		277		580		417

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, 2007

III.

Loan Portfolio, Continued:

	C.		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 $2,167,000 at December 31, 2007, $1,360,000 at December 31, 2006, $225,000 at December 31, 2005, $624,000 at December 31, 2004 and $462,000 at December 31, ~~2003 and $483,000 at December 31, 2002.~~2003. Gross interest income on non-accrual loans that would have been recorded for the year ended December 31, ~~2006~~2007 if the loans had been current totaled ~~$11,000~~$128,000 compared to $11,000 in 2006, $13,000 in 2005, $13,000 in 2004 and $8,000 in ~~2003 and $12,000 in 2002.~~2003. The amount of interest and fee income recognized on total loans during ~~2006~~2007 totaled ~~$62,567,000~~$71,945,000 as compared to $62,567,000 in 2006, $50,283,000 in 2005, $42,796,000 in 2004 and $39,368,000 in ~~2003 and $39,788,000 in 2002.~~2003.

			At December 31, ~~2006,~~2007, loans, which include the above, totaling ~~$12,283,000~~$7,980,000 were included in the Company’s internal classified loan list. Of these loans ~~$7,767,000~~$5,135,000 are real estate and ~~$4,516,000~~$2,845,000 are various other types of loans. The values collateralizing these loans is estimated by management to be approximately ~~$12,365,000~~$11,210,000 ($~~7,966,000~~8,328,000 related to real property securing real estate loans and ~~$4,399,000~~$2,882,000 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, ~~2006,~~2007, 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, ~~2006~~2007 and ~~2005,~~2006, other real estate totaled ~~$555,000~~$1,268,000 and ~~$277,000,~~$555,000, respectively.

1718

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2006~~2007

IV.		Summary of Loan Loss Experience:

		The following schedule details selected information related to the allowance for loan loss account of the Company at December 31, 2007, 2006, 2005, 2004 ~~2003~~ and ~~2002~~2003 and the years then ended.


																In Thousands, Except Percentages
	In Thousands, Except Percentages																		2007			2006			2005			2004			2003
	2006			2005			2004			2003			2002
Allowance for loan losses at beginning of period	$	9,083			9,370			8,077			6,943			5,489		$	10,209			9,083			9,370			8,077			6,943


Less: net of loan charge-offs:
Charge-offs:
Commercial, financial and agricultural		(861	)		(359	)		(229	)		(15	)		(160	)		(1,396	)		(861	)		(359	)		(229	)		(15	)
Real estate construction		(7	)		—			(7	)		—			(8	)		(187	)		(7	)		—			(7	)		—
Real estate – mortgage		(327	)		(133	)		(632	)		(145	)		(218	)
Real estate — mortgage																	(1,318	)		(327	)		(133	)		(632	)		(145	)
Installment		(1,822	)		(1,124	)		(1,430	)		(806	)		(713	)		(2,284	)		(1,822	)		(1,124	)		(1,430	)		(806	)
Lease financing		—			—			—			—			—			—			—			—			—			—

		(3,017	)		(1,616	)		(2,298	)		(966	)		(1,099	)		(5,185	)		(3,017	)		(1,616	)		(2,298	)		(966	)


Recoveries:
Commercial, financial and agricultural		17			4			53			13			2			14			17			4			53			13
Real estate construction		21			—			—			—			—			3			21			—			—			—
Real estate – mortgage		13			3			5			8			1
Real estate — mortgage																	5			13			3			5			8
Installment		286			186			260			175			206			282			286			186			260			175
Lease financing		—			—			—			—			—			—			—			—			—			—

		337			193			318			196			209			304			337			193			318			196

Net loan charge-offs		(2,680	)		(1,423	)		(1,980	)		(770	)		(890	)		(4,881	)		(2,680	)		(1,423	)		(1,980	)		(770	)


Provision for loan losses charged to expense		3,806			1,136			3,273			1,904			2,344			4,145			3,806			1,136			3,273			1,904


Allowance for loan losses at end of period	$	10,209			9,083			9,370			8,077			6,943		$	9,473			10,209			9,083			9,370			8,077


Total loans, net of unearned interest, at end of year	$	890,879			810,788			724,001			592,791			550,601		$	997,526			890,879			810,788			724,001			592,791


Average total loans out- standing, net of unearned interest, during year	$	845,311			747,922			656,973			568,227			521,799		$	931,238			845,311			747,922			656,973			568,227


Net charge-offs as a percentage of average total loans outstanding, net of unearned interest, during year		0.32	%		0.19			0.30			0.14			0.17			.52	%		0.32			0.19			0.30			0.14


Ending allowance for loan losses as a percentage of total loans outstanding net of unearned interest, at end of year		1.15	%		1.12			1.29			1.36			1.26			.95	%		1.15			1.12			1.29			1.36

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2006~~2007

IV.		Summary of Loan Loss Experience, Continued:

		The allowance for 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 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 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 which are determined to be potentially uncollectible. Loan classifications are reviewed periodically by a person independent of the lending function. The Board of Directors of the Company periodically reviews the adequacy of the allowance for loan losses.

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


	December 31, 2006					December 31, 2005					December 31, 2007					December 31, 2006
			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	$	2,573		33.9	%	$	2,802		31.0	%	$	2,941		33.8	%	$	2,573		33.9	%
Real estate construction		392		7.5			253		7.2			724		10.0			392		7.5
Real estate mortgage		5,288		49.3			4,162		51.2			3,897		48.8			5,288		49.3
Installment		1,956		9.3			1,866		10.6			1,911		7.4			1,956		9.3

	$	10,209		100.0	%	$	9,083		100.0	%	$	9,473		100.0	%	$	10,209		100.0	%

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2006~~2007

V.		Deposits:

		The average amounts and average interest rates for deposits for 2007, 2006 ~~2005~~ and ~~2004~~2005 are detailed in the following schedule:


																2007					2006					2005
	2006					2005					2004					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	$	105,176		—	%		98,486		—	%		83,448		—	%	$	101,905		—	%		105,176		—	%		98,486		—	%
Negotiable order of withdrawal accounts		84,484		1.49	%		72,453		.89	%		62,723		.36	%		117,115		2.44	%		84,484		1.49	%		72,453		.89	%
Money market demand accounts		209,011		2.38	%		190,867		1.65	%		195,769		1.17	%		218,387		2.66	%		209,011		2.38	%		190,867		1.65	%
Individual retirement accounts		48,764		4.32	%		44,725		3.48	%		40,847		3.03	%		57,872		5.00	%		48,764		4.32	%		44,725		3.48	%
Other savings		37,561		2.59	%		40,524		1.94	%		43,249		1.36	%		40,190		3.00	%		37,561		2.59	%		40,524		1.94	%
Certificates of deposit $100,000 and over		207,155		4.38	%		174,628		3.81	%		137,872		3.11	%		285,328		5.29	%		207,155		4.38	%		174,628		3.81	%
Certificates of deposit under $100,000		290,021		4.48	%		246,872		3.45	%		221,990		3.02	%		323,376		5.18	%		290,021		4.48	%		246,872		3.45	%


	$	982,172		3.19	%		868,555		2.45	%		785,898		1.95	%	$	1,144,173		3.90	%		982,172		3.19	%		868,555		2.45	%

WILSON BANK HOLDING COMPANY

Form 10-K

December 31, ~~2006~~2007

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, ~~2006,~~2007, the Company and Wilson Bank & Trust were in compliance with these requirements.

		The following schedule details the Company’s interest rate sensitivity at December 31, ~~2006:~~2007:


	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	$	890,879		172,135			42,552			90,346			140,180			445,666		$	997,526		40,792			50,748			94,728			142,973			668,285
Securities		183,830		2,766			5,866			6,040			33,296			135,862			223,381		3,495			6,156			6,574			10,488			196,668
Loans held for sale		7,065		7,065			—			—			—			—			6,034		6,034			—			—			—			—
Federal funds sold		60,070		60,070			—			—			—			—			14,722		14,722			—			—			—			—
Restricted equity securities		2,940		2,940			—			—			—			—			2,983		2,983			—			—			—			—

Total earning assets		1,144,784		244,976			48,418			96,386			173,476			581,528			1,244,646		68,026			56,904			101,302			153,461			864,953


Interest-bearing liabilities:
Negotiable order of withdrawal accounts		92,151		92,151			—			—			—			—			156,410		156,410			—			—			—			—
Money market demand accounts		215,383		215,383			—			—			—			—			194,008		194,008			—			—			—			—
Individual retirement accounts		52,195		5,223			5,222			7,029			19,225			15,496			62,357		7,840			7,909			15,115			20,591			10,902
Other savings		35,347		35,347			—			—			—			—			38,966		38,966			—			—			—
Certificates of deposit, $100,000 and over		238,072		3,663			42,219			55,119			98,428			38,643			301,801		35,951			45,625			85,932			104,740			29,553
Certificates of deposit, under $100,000		334,761		4,712			65,056			61,551			156,720			46,722			331,243		32,870			49,835			100,750			114,428			33,360
Securities sold under repurchase agreements		13,394		13,394			—			—			—			—			9,771		9,771			—			—			—			—
Advances from Federal Home Loan Bank		17,092					—			—			—			17,092			15,470		—			—			—			—			15,470

		998,395		369,873			112,497			123,699			274,373			117,953			1,110,026		475,816			103,369			201,797			239,759			89,285


Interest-sensitivity gap	$	146,389		(124,897	)		(64,079	)		(27,313	)		(100,897	)		463,575		$	134,620		(407,790	)		(46,465	)		(100,495	)		(86,298	)		775,668


Cumulative gap				(124,897	)		(188,976	)		(216,289	)		(317,186	)		146,389					(407,790	)		(454,255	)		(554,750	)		(641,048	)		134,620


Interest-sensitivity gap as % of total assets				(10.15	)		(5.21	)		(2.22	)		(8.20	)		37.68					(30.56	)		(3.48	)		(7.53	)		(6.47	)		58.14


Cumulative gap as % of total assets				(10.15	)		(15.36	)		(17.58	)		(25.78	)		11.90					(30.56	)		(34.04	)		(41.57	)		(48.04	)		10.10

Item 1A.Risk Factors.

The Company is geographically concentrated in Wilson County, Tennessee and its surrounding counties and changes in local economic conditions could impact its profitability.

The Company operates primarily in Wilson, DeKalb and Smith counties and the surrounding counties and substantially all of its loan customers and most of its deposit and other customers live or have operations in this same geographic area. Accordingly, the Company’s success significantly depends upon the growth in population, income levels, and deposits in these areas, along with the continued attraction of business ventures to the area and the area’s economic stability and strength of the housing market, and its profitability is impacted by the changes in general economic conditions in this market. In addition, unfavorable local or national economic conditions could reduce the Company’s growth rate, affect the ability of its customers to repay their loans and generally affect its financial condition and results of operations. The Company is less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies.

The Company could sustain losses if its asset quality declines.

The Company’s earnings are significantly affected by its ability to properly originate, underwrite and service loans. The Company could sustain losses if it incorrectly assesses the creditworthiness of its borrowers or fails to detect or respond to deterioration in asset quality in a timely manner. Problems with asset quality could cause the Company’s interest income and net interest margin to decrease and its provisions for loan losses to increase, which could adversely affect its results of operations and financial condition.

An inadequate allowance for loan losses would reduce the Company’s earnings.

The risk of credit losses on loans varies with, among other things, general economic conditions, the type of loan being made, the creditworthiness of the borrower over the term of the loan and, in the case of a collateralized loan, the value and marketability of the collateral for the loan. Management maintains an allowance for loan losses based upon, among other things, historical experience, an evaluation of economic conditions and regular reviews of delinquencies and loan portfolio quality. Based upon such factors, management makes various assumptions and judgments about the ultimate collectibility of the loan portfolio and provides an allowance for loan losses based upon a percentage of the outstanding balances and takes a charge against earnings with respect to specific loans when their ultimate collectibility is considered questionable. If management’s assumptions and judgments prove to be incorrect and the allowance for loan losses is inadequate to absorb losses, or if the bank regulatory authorities require the Bank to increase the allowance for loan losses as a part of their examination process, the Bank’s earnings and capital could be significantly and adversely affected.

Liquidity needs could adversely affect the Company’s results of operations and financial condition.

The Company relies on dividends from the Bank as its primary source of funds. The primary source of funds of the Bank are customer deposits and loan repayments. While scheduled loan repayments are a relatively stable source of funds, they are subject to the ability of borrowers to repay the loans. The ability of borrowers to repay loans can be adversely affected by a number of factors, including changes in economic conditions, adverse trends or events affecting business industry groups, reductions in real estate values or markets, business closings or lay-offs, inclement weather, natural disasters and international instability. Additionally, deposit levels may be affected by a number of factors, including rates paid by competitors, general interest rate levels, returns available to customers on alternative investments and general economic conditions. Accordingly, the Company may be required from time to time to rely on secondary sources of liquidity to meet withdrawal demands or otherwise fund operations. Such sources include Federal Home Loan Bank advances and federal funds lines of credit from correspondent banks. While the Company believes that these sources are currently adequate, there can be no assurance they will be sufficient to meet future liquidity demands.

Competition from financial institutions and other financial service providers may adversely affect the Company’s profitability.

The banking business is highly competitive and the Company experiences competition in each of its markets from many other financial institutions. The Company competes with commercial banks, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds, and other mutual funds, as well as other community banks and super-regional and national financial institutions that operate offices in the Company’s primary market areas and elsewhere. Many of the Company’s competitors are well-established, larger financial institutions that have greater resources and lending limits and a lower cost of funds than the Company has.

Additionally, the Company faces competition from de novo community banks, including those with senior management who were previously affiliated with other local or regional banks or those controlled by investor groups with strong local business and

2526

community ties. These de novo community banks may offer higher deposit rates or lower cost loans in an effort to attract the Company’s customers, and may attempt to hire the Company’s management and employees.

The Company competes with these other financial institutions both in attracting deposits and in making loans. In addition, the Company has to attract its customer base from other existing financial institutions and from new residents. This competition has made it more difficult for the Company to make new loans and at times has forced the Company to offer higher deposit rates. Price competition for loans and deposits might result in the Company earning less interest on its loans and paying more interest on its deposits, which reduces the Company’s net interest income. The Company’s profitability depends upon its continued ability to successfully compete with an array of financial institutions in its market areas.

The Company’s key management personnel may leave at any time.

The Company’s future success depends to a significant extent on the continued service of its key management personnel, especially Randall Clemons, its president and chief executive officer and Elmer Richerson, the president of the Bank. While the Company does not have employment agreements with any of its personnel and can provide no assurance that it will be able to retain any of its key officers and employees or attract and retain qualified personnel in the future, it has entered into non-competition agreements with such persons which would prevent them in most circumstances, from competing with the Bank for one year following their termination. In addition, these persons are parties to certain deferred compensation and equity incentive plans, the benefits of which would cease to accrue upon the termination of the person’s employment with the Company or the Bank.

The Company, as well as the Bank, operate in a highly regulated environment and are supervised and examined by various federal and state regulatory agencies who may adversely affect the Company’s ability to conduct business.

The Tennessee Department of Financial Institutions and the Board of Governors of the Federal Reserve supervise and examine the Bank and the Company, respectively. Because the Bank’s deposits are federally insured, the FDIC also regulates its activities. These and other regulatory agencies impose certain regulations and restrictions on the Bank, including:

	•		explicit standards as to capital and financial condition;

	•		limitations on the permissible types, amounts and extensions of credit and investments;

	•		restrictions on permissible non-banking activities; and

	•		restrictions on dividend payments.

Federal and state regulatory agencies have extensive discretion and power to prevent or remedy unsafe or unsound practices or violations of law by banks and bank holding companies. As a result, the Company must expend significant time and expense to assure that it is in compliance with regulatory requirements and agency practices.

The Company, as well as the Bank, also undergoes periodic examinations by one or more regulatory agencies. Following such examinations, the Company or the Bank may be required, among other things, to make additional provisions to its allowance for loan loss or to restrict its operations. These actions would result from the regulators’ judgments based on information available to them at the time of their examination. The Bank’s operations are also governed by a wide variety of state and federal consumer protection laws and regulations. These federal and state regulatory restrictions limit the manner in which the Company and the Bank may conduct business and obtain financing. These laws and regulations can and do change significantly from time to time, and any such change could adversely affect the Company’s results of operations.

The Company’s common stock is thinly traded, and recent prices may not reflect the prices at which the stock would trade in an active trading market.

The Company’s common stock is not traded through an organized exchange, but rather is traded in individually-arranged transactions between buyers and sellers. Therefore, recent prices may not necessarily reflect the actual value of the Company’s common stock. A shareholder’s ability to sell the shares of Company common stock in a timely manner may be substantially limited by the lack of a trading market for the common stock.

Item 1B.Unresolved Staff Comments.

None.

2627

Item 2.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 eighteen branch locations located at the following locations: 1444 Baddour Parkway, Lebanon, Tennessee; 200 Tennessee Boulevard, Lebanon, Tennessee; 8875 Stewart’s Ferry Pike, Gladeville, Tennessee; 402 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; 151 Heritage Park Drive, Suite 102 in Murfreesboro, Tennessee; ~~31110~~3110 Memorial Blvd in Murfreesboro, Tennessee, 210 Commerce Drive in Smyrna, Tennessee, 2640 South Church Street, Murfreesboro, Tennessee, 217 Donelson Pike, Nashville, Tennessee, 802 NW Broad in Murfreesboro, Tennessee, 576 West Broad Street in Smithville, Tennessee, 306 Brush Creek Road in Alexandria, Tennessee, 1300 Main Street North in Carthage, Tennessee, and 7 New Middleton Highway in Gordonsville, TN.

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. The NorthWest Broad Street facility contains approximately 2800 square feet. The Smyrna office opened in September of 2006 and contains approximately 3,600 square feet of space. ~~Also, the~~The Memorial Blvd office in Murfreesboro opened in October of 2006 and contains approximately 7,800 square feet of space. Also, the South Church Street office in Murfreesboro opened in January 2008 and contains approximately 7,800 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, its ~~Heritage Park Drive facility in Murfreesboro and its~~ North West Broad facility in Murfreesboro, which are leased. The Bank also leases space at 3010 locations within Wilson County, DeKalb County, Rutherford County, Davidson County, Smith County and ~~Smith~~Cannon County where it maintains and operates automatic teller machines.

The Bank also has a 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 facility at 306 Brush Creek Road in Alexandria, Tennessee which occupies approximately 2,400 square feet of space. The Bank owns both facilities. The Bank also owns a building at 1300 Main Street North, Carthage, Tennessee, which was expanded in 2005 and now contains approximately 11,000 square feet and a second facility in Gordonsville, Tennessee at 7 New Middleton Highway, Gordonsville, Tennessee.

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 ~~2006.~~

2007.

PART II

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

Information required by this item is contained under the heading “Wilson Bank Holding Company Common Stock Market Information” on page 9386 of the Company’s~~2006~~2007 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, ~~2006.~~2007.

Item 6.Selected Financial Data

Information required by this item is contained under the heading “Wilson Bank Holding Company Financial Highlights (Unaudited)” on page 2214 of the Company’s~~2006~~2007 Annual Report and is incorporated herein by reference.

2728

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 2315 through 3833 of the Company’s~~2006~~2007 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 34 through 35~~page 29 of the Company’s~~2006~~2007 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 4136 through ~~92 and on pages 39 through 40, respectively,~~85 of the Company’s~~2006~~2007 Annual Report and are incorporated herein by reference.

Item 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

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those written policies and procedures that:

	•		Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

	•		Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and

	•		Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of the changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

2829

Management evaluated the Company’s internal control over financial reporting as of December 31, ~~2006.~~2007. This assessment was based on criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that assessment, management concluded that, as of December 31, ~~2006,~~2007, the Company’s internal control over financial reporting was effective based on those criteria.

The Company’s independent registered public accounting firm has issued an attestation report on ~~management’s assessment of~~ the Company’s internal control over financial reporting, which report is contained on pages 3934 through 4035 of Wilson Bank Holding Company’s~~2006~~2007 Annual Report and is incorporated herein by reference.

Changes in Internal Controls

No changes were made to the Company’s internal control over financial reporting during the quarter ended December 31, ~~2006~~2007 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.Other Information

None.

PART III

Item 10.Directors, Executive Officers and Corporate Governance

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 ~~2007~~2008 Annual Meeting of Shareholders. The information required by this item with respect to executive officers is set forth below:

James Randall Clemons ~~(54)~~(55) — 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.

Ken Dill ~~(61)~~(62) — Mr. Dill joined the Bank 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 commercial lending and supervision of the Rutherford County offices.

Elmer Richerson ~~(54)~~(55) — 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 elected to serve on the Board of Directors of the Company as well.

Larry Squires ~~(55)~~(56) — 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 ~~(49)~~(50) — 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 ~~(42)~~(43) — 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.

2930

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 ~~(40)~~(41) — Mr. Goodman joined the Bank in November of 2002 as Senior Vice President-Western Division. 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 ~~(38) –~~(39) — 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-Central Division 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 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 ~~(40)~~(41) — 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 bank operations and supervision of the Bank’s training department.

Paula Evans ~~(38)~~(39) — Mrs. Evans joined the Bank in October of 1999. Prior to that time she was compliance officer at Sun Trust, Nashville, TN. Her primary duties include the supervision of the Regulatory Department, including compliance, loan review and internal audit.

Barry Buckley ~~(54)~~(55) — Mr. Buckley joined the Bank in June of 2006 as Senior Vice President-Eastern Division. Prior to joining the Bank in 2006, he was a Regional Executive for Rutherford Bank & Trust, an office of Greene County Bank, Murfreesboro, Tennessee. His primary duties include the supervision of the branch offices in Trousdale, Dekalb, and Smith counties.

Ralph Mallicoat- ~~(51 )~~(52) — Mr. Mallicoat joined the Bank in July of 2006 as Senior Vice President. Prior to joining the Bank in 2006, he was President and CEO of Liberty State Bank, Lebanon, Tennessee. Hs primary duties include development of the lending function and overseeing SBA loans.

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-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 ~~2007~~2008 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-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 ~~2007~~2008 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 ~~2007~~2008 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 ~~2007~~2008 Annual Meeting of Shareholders.

3031

SIGNATURES

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

		~~J. Randall Clemons~~ President and Chief Executive Officer

Date:				March 13, 2008
				~~Date: March 16, 2007~~

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/ J. Randall Clemons J. Randall Clemons	President, Chief Executive Officer and ~~Director(Principal~~Director (Principal Executive Officer)		March ~~16, 2007~~

~~J. Randall Clemons~~		13, 2008

/s/ Lisa Pominski Lisa Pominski	Chief Financial Officer (Principal Financial and Accounting Officer)		March ~~16, 2007~~13, 2008

/s/ Elmer Richerson ~~Elmer Richerson~~	Executive Vice President & Director		March ~~16, 2007~~13, 2008
Elmer Richerson

/s/ Charles Bell ~~Charles Bell~~	Director		March ~~16, 2007~~13, 2008
Charles Bell

~~/s/ Jack W. Bell~~ ~~Jack W. Bell~~	Director		~~March 16, 2007~~
Jack W. Bell

~~/s/ Mackey Bentley~~ ~~Mackey Bentley~~	Director		~~March 16, 2007~~

Mackey Bentley

/s/ James F. Comer ~~James F. Comer~~	Director		March ~~16, 2007~~13, 2008
James F. Comer

/s/ Jerry L. Franklin	Director		March 13, 2008
Jerry L. Franklin

/s/ John B. Freeman ~~John B. Freeman~~	Director		March ~~16, 2007~~13, 2008
John B. Freeman

3233

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 Registration Statement on Form S-4 (Registration No. 333-121943)).


3.2		Bylaws of Wilson Bank Holding Company, as amended (restated for SEC electronic filling purposes only) (incorporated herein by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-4 (Registration No. 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)).*


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 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 Incentive Stock Option Agreement (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).*

10.8		Director and Named Executive Officer Compensation Summary.*


13.1		Selected Portions of the Wilson Bank Holding Company Annual Report to Shareholders for the year ended December 31, ~~2006~~2007 incorporated by reference into items 5, 6, 7, 7A and 8.

3435


~~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, 2006 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 10, 2007 are incorporated by reference into Items 10, 11, 12, 13 and 14.


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, 2007 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 8, 2008 are incorporated by reference into Items 10, 11, 12, 13 and 14.


	Securities Available-For-Sale
	(In Thousands)
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Market
	Cost		Gains		Losses		Value

U.S. Treasury and other U.S. Government agencies and corporations	$	138,056		—		3,349		134,707
Obligations of states and political subdivisions		1,340		23		4		1,359
Mortgage-backed securities		3,426		1		29		3,398


	$	142,822		24		3,382		139,464


	Securities Available-For-Sale
	(In Thousands)
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Market
	Cost		Gains		Losses		Value
U.S. Treasury and other U.S. Government agencies and corporations	$	109,945		24		1,586		108,383
Obligations of states and political subdivisions		1,035		61		—		1,096
Mortgage-backed securities		9,208		5		57		9,156


	$	120,188		90		1,643		118,635


							In Thousands
	In Thousands								Certificates		Individual
	Certificates		Individual				of		Retirement
	of		Retirement				Deposit		Accounts		Total
	Deposit		Accounts		Total
Less than three months	$	46,382		540		46,922	$	81,576		2,999		84,575

Three to six months		54,619		1,906		56,525		85,932		4,565		90,497

Six to twelve months		98,428		6,569		104,997		104,740		6,356		111,096

More than twelve months		38,643		5,607		44,250		29,553		4,733		34,286


	$	238,072		14,622		252,694	$	301,801		18,653		320,454


PART I
	Item 1.Business.
	Item 1A.Risk Factors.
	Item 1B.Unresolved Staff Comments.
	Item 2.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, Related Shareholder Matters and Issuer 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, Executive Officers and Corporate Governance
	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, and Director Independence
	Item 14.Principal Accountant Fees and Services
	Item 15.Exhibits, Financial Statement Schedules
SIGNATURES
INDEX TO EXHIBITS
EX-10.8 DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION SUMMARY
EX-13.1 SELECTED PORTIONS OF THE ANNUAL REPORT
EX-21.1 SUBSIDIARIES OF THE ~~COMPANY~~REGISTRANT
EX-23.1 CONSENT OF MAGGART & ASSOCIATES, P.C.
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
EX-32.2 SECTION 906 CERTIFICATION OF THE CFO


									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	$	14,270		116		71		14,315	$	13,423		72		42		13,453
Mortgage-backed securities		61		—		—		61		27		—		—		27


	$	14,331		116		71		14,376	$	13,450		72		42		13,480

	A.		Continued:

			Securities at December 31, 2006 consist of the following:

	A.		Continued:

			Investment securities at December 31, 2005 consist of the following:

	A.		~~Continued:~~

			~~Securities at December 31, 2004 consist of the following:~~


*		Weighted average yield is stated on a tax-equivalent basis, assuming a weighted average Federal income tax rate of 34%.


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

	C.		Risk Elements, Continued:

			There were no material amounts of other interest-bearing assets (interest-bearing deposits with other banks, municipal bonds, etc.) at December 31, ~~2006~~2007 which would be required to be disclosed as past due, non-accrual, restructured or potential problem loans, if such interest-bearing assets were loans.


	December 31, 2004					December 31, 2003					December 31, 2005					December 31, 2004
			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	$	4,754		30.0	%	$	2,099		29.4	%	$	2,802		31.0	%	$	4,754		30.0	%
Real estate construction		114		6.8			340		6.7			253		7.2			114		6.8
Real estate mortgage		2,800		53.0			4,660		53.0			4,162		51.2			2,800		53.0
Installment		1,702		10.2			978		10.9			1,866		10.6			1,702		10.2

	$	9,370		100.0	%	$	8,077		100.0	%	$	9,083		100.0	%	$	9,370		100.0	%


	December 31, 2002					December 31, 2003
			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	$	828		35.0	%	$	2,099		29.4	%
Real estate construction		302		5.6			340		6.7
Real estate mortgage		4,723		48.5			4,660		53.0
Installment		1,090		10.9			978		10.9

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

VI.		Return on Equity and Assets:

		The following schedule details selected key ratios of the Company at December 31, 2007, 2006 ~~2005~~ and ~~2004:~~2005:


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


(1)		Includes minority interest earnings of consolidated subsidiaries in ~~2005 and 2004.~~2005.


				In Thousands
	In Thousands
Tier I capital:
Stockholders’ equity, excluding the net unrealized loss on available-for-sale securities and goodwill	$	102,801		$	113,769

Total capital:
Allowable allowance for possible loan losses (limited to 1.25% of risk-weighted assets)		10,209			9,473


Total capital	$	113,010		$	123,242


Risk-weighted assets	$	952,088		$	1,056,202


Risk-based capital ratios:
Tier I capital ratio		10.80	%		10.77	%


Total risk-based capital ratio		11.87	%		11.67	%

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

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

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

21.1		Subsidiaries of the Company.

23.1		Consent of Independent 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.