1
SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12

WILSON BANK HOLDING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:
(4) Date Filed:

WILSON BANK HOLDING COMPANY
LEBANON, TENNESSEE

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Wilson Bank Holding Company:

The Annual Meeting of Shareholders (the "Annual Meeting") of Wilson
Bank Holding Company will be held on Tuesday, April 15, 199714, 1998 at 7:00 p.m.,
(CDT), at the main office of the Company, located at 623 West Main Street,
Lebanon, Tennessee 37087, for the following purposes:

(1) To elect twelve (12) directors to hold office until the next Annual
Meeting and until their successors are duly elected and qualified;

(2) To ratify the appointment of Maggart & Associates, P.C. as auditors
for the Company for 1997;1998; and

(3) To transact such other business as may properly come before the
Annual Meeting or any adjournment(s) thereof.

Only shareholders of record at the close of business on March 15, 199714, 1998
will be entitled to vote at the Annual Meeting or any adjournment(s) thereof.

Your attention is directed to the Proxy Statement accompanying this
Notice for a more complete statement regarding the matters proposed to be acted
upon at the Annual Meeting.

By Order of the Board of Directors,

/s/ Jerry L. Franklin
------------------------------------------------------------------------------------
Jerry L. Franklin, Secretary

March 15, 199714, 1998

YOUR REPRESENTATION AT THE ANNUAL MEETING IS IMPORTANT. TO ENSURE YOUR
REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY. SHOULD YOU SUBSEQUENTLY
DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AS PROVIDED IN THE ACCOMPANYING PROXY
STATEMENT AT ANY TIME BEFORE IT IS VOTED.

WILSON BANK HOLDING COMPANY
LEBANON, TENNESSEE

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Wilson Bank Holding Company (the "Company") of
proxies for the Annual Meeting of Shareholders of the Company to be held on
Tuesday, April 15, 1997,14, 1998, at the Company's main office, 623 West Main Street,
Lebanon, Tennessee 37087, at 7:00 p.m. (CDT). This proxy material was first
mailed to shareholders on or about March 15, 1997.14, 1998.

All valid proxies which are received will be voted in accordance with
the recommendations of the Board of Directors unless otherwise specified
thereon. A proxy may be revoked by a shareholder at any time prior to its use by
filing with the Secretary of the Company a written revocation or a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.

Only holders of record of the Company's Common Stock at the close of
business on March 15, 199714, 1998 (the "Record Date") are entitled to notice of and
vote at the Annual Meeting. As of the Record Date, the Company had 1,392,1821,422,585
shares of Common Stock issued and outstanding, the holders of which are entitled
to one vote for each share held on each of the matters to be voted upon at the
Annual Meeting. The representation in person or by proxy of at least a majority
of the outstanding shares entitled to vote is necessary to provide a quorum at
the meeting. The directors shall be elected by a plurality of the votes cast in
the election by the holders of Common Stock represented and entitled to vote at
the Annual Meeting. Any other matters submitted to the shareholders shall be
approved by the affirmative vote of a majority of the votes cast by the holders
of Common Stock represented and entitled to vote at the Annual Meeting. The
Board of Directors of the Company does not know of any other matters which will
be presented for action at the Annual Meeting, but the persons named in the
proxy (who are directors of the Company) intend to vote or act with respect to
any other proposal which may be presented for action according to their best
judgment. Abstentions and "non-votes" are accounted as "present" in determining
whether a quorum is present. A "non-vote" occurs when a nominee holding shares
for a beneficial owner votes on one proposal, but does not vote on another
proposal because the nominee does not have discretionary voting power and has
not received instructions from the beneficial owner.

The cost of solicitation of proxies will be borne by the Company,
including expenses in connection with preparing, assembling, and mailing this
Proxy Statement. Such solicitation will be made by mail, and may also be made by
the Company's regular officers or employees personally or by telephone or
telegram. The 4

Company may reimburse brokers, custodians and nominees for their
expenses in sending proxies and proxy materials to beneficial owners.

Wilson Bank and Trust (the "Bank") is located in Lebanon, Tennessee and
is a wholly-owned subsidiary of the Company. The Bank has a wholly-owned
subsidiary, Hometown Finance, Inc., a

finance company organized under The Tennessee Industrial Loan and Thrift
Companies Act (the "Finance Company"). The Company also owns 50% of DeKalb
Community Bank ("DCB"), located in Smithville, Tennessee and 50% of Community
Bank of Smith County ("CBSC"), located in Carthage, Tennessee. DCB opened for
business on April 18, 1996 and CBSC opened for business on December 16, 1996.
Except as otherwise stated, or as the context otherwise requires, the
information contained herein relates to the Company and the Bank.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

There are no persons who are the beneficial owners of more than 5% of
the Company's Common Stock, its only class of voting securities.

The following table shows the beneficial ownership of the Company's
Common Stock by all directors, each of the named executive officers set forth
herein and the directors and executive officers of the Company as a group (a
total of 1617 persons) on March 1, 1997.14, 1998.

Amount and Nature
Name and Address of of Beneficial Percent of
Beneficial OwnerAMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER (1) OwnerOWNER (2) ClassCLASS(%)
- ------------------------ ------------------------ --------------------------------------- --------- --------

Charles Bell 16,773(4) 1.20%18,422 1.29
Jack W. Bell 16,397(3) 1.18%16,902(3) 1.19
Mackey Bentley 15,886(3)(4) 1.14%15,436 1.09
J. Randall Clemons 19,244(3)(4)(5) 1.38%19,815(4) 1.39
James F. Comer 9,612 0.69%10,322(5) 0.73
Jerry L. Franklin 18,376(3)(4) 1.32%19,144(6) 1.35
John B. Freeman 16,310(4)(5) 1.17%16,404 1.15
Marshall Griffith 12,000(4) 0.86%10,151 0.71
Harold R. Patton 13,155(4)(5) 0.94%12,968 0.91
James Anthony Patton 10,941 0.79%11,904 0.84
John R. Trice 20,052(3)(4) 1.44%

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5

25,279(7) 1.78
Robert T. VanHooser 1,140(4) 0.08%

Officers3,420(8) 0.24
H. Elmer Richerson 1,418 0.10
Executive officers and
directors as a group 186,946(3)(4)(5) 13.43%199,733 14.04
(17 persons)

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(1) The address for each of the directors and executive officers set forth
in the table above is 623 West Main Street, Lebanon, Tennessee 37087.
(2) Each person has sole voting and investment power with respect to the
shares listed unless otherwise indicated.
(3) Includes 230 shares held by or on behalf of the named individual'sMr. J. Bell's children
and/or other dependents.
(4) Includes 1,520 shares held by or on behalf of Mr. Clemons' children
and/or other dependents.
(5) Includes 708 shares held by or on behalf of Mr. Comer's children and/or
other dependents.
(6) Includes 870 shares held by or on behalf of Mr. Franklin's children
and/or other dependents.
(7) Includes 5,940 shares held as trustee by Mr. Trice.
(8) Includes 2,253 shares held jointly with named individual's spouse.
(5) Includes shares held in an Individual Retirement Account.by Mr. VanHooser's wife and
children.

PROPOSAL NO.1: ELECTION OF DIRECTORS

Directors are elected each year to hold office until the next Annual
Meeting and until their successors are duly elected and qualified. The Company's
by-laws provide for a minimum of five and maximum of fifteen directors, the
exact number to be set by the Board of Directors. The exact number is currently
set at twelve and the Board of Directors has nominated twelve individuals to
stand for election at the 19971998 Annual Meeting. Proxies may not be voted for a
greater number of directors than twelve.

Unless contrary instructions are received, the enclosed proxy will be
voted in favor of the election as directors of the nominees listed below. Each
nominee has consented to be a candidate and to serve, if elected. All the
nominees currently are serving as directors of the Company. While the Board has
no reason to believe that any nominee will be unable to accept nomination or
election as a director, if such event should occur, proxies will be voted with
discretionary authority for a substitute or substitutes who will be designated
by the current Board of Directors.

The following table contains certain information concerning the
nominees, which information has been furnished to the Company by the individuals
named.

Current Position; Business
Director Experience During Past
Nominee Age Since Past Five Years (1)
------- --- -------- ------------------------------- --------------

Charles Bell (2)(4) 5859 1993 Director; Consultant (1995-Present) and President
(until 1995) - Lebanon Aluminum Products, Inc.
Jack W. Bell (2) (5) 39 1987 Director; Owner - Jack W. Bell Builders, Inc.;
Vice President of Operations - Lebanon
Aluminum Products, Inc. (until 1995)
Jack W. Bell (2)(5) 38 1987 Director; Owner - Jack W. Bell Builders, Inc.;
Vice President of Operations - Lebanon Aluminum
Products, Inc. (until 1995)

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6

Mackey Bentley 5245 1987 Director; President - Bentley's Electric Company,
Inc.
J. Randall Clemons(4)(5) 4445 1987 President; Chief Executive Officer and Director of
the Company (since 1992); President, Chief
Executive Officer and Director of the Bank
James F. Comer(4) 38Comer (4) 39 1996 Director; Owner - Comer Farms; Vice-PresidentVice President -
Lending and Account Executive of Farm Credit
Services of America (1980-1995)
Jerry L. Franklin 5859 1987 Director; Owner as franchisee of Ponderosa
Restaurants
John B. Freeman 5758 1987 Director;Director, Chairman - Auto Parts and Service
Company, Inc.
Marshall Griffith 5859 1987 Director; OwnerBusinessman - Dixieland Ranch and Cattle;Evergreen Company;
Senior Vice President - Fidelity Federal Savings
and Loan of Tennessee, Nashville, Tennessee prior thereto
Harold R. Patton (3) 6162 1987 Director; General Manager - Wilson Farmers'
Cooperative
James Anthony Patton (3) 3637 1987 Director; Salesman - Custom Packaging,
Incorporated
John R. Trice(5) 64Trice (5) 65 1991 Director;Director (Chairman of the Board); Owner - Trice
Bookkeeping, Appraisal and Accounting Services
Robert T. VanHooser, Jr.(5) 6768 1991 Director; Retired Business Development Officer -
Wilson Bank and Trust 1991 - 96;

- -------------------------------
(1) All directors serve on the Boards of Directors of the Company, the Bank
and the Finance Company.
(2) Charles Bell is the father of Jack W. Bell.
(3) Harold R. Patton is the father of James Anthony Patton.
(4) Messrs. Clemons, Comer and Charles Bell serve on the Board of Directorsdirectors
of CBSC.
(5) Messrs. Clemons, Trice, VanHooser and J. Bell serve on the Board of
Directors of DCB.

DESCRIPTION OF THE BOARD AND COMMITTEES OF THE BOARD

Each of the Company's directors is elected at the Annual Meeting and
serves until the next Annual Meeting and until his successor has been elected
and qualified. The Board of Directors of the Company also serves as the Board of
Directors of the Bank.Bank, in addition to H. Elmer Richerson who was elected to the
Board of Directors of the Bank in July 1997. Each director receives a maximum of
$950$1,100 per month for his serviceservices as a director of the Company and receives $335$650
for each Board meeting
of a committee of the Bank attended, with total compensationand $350 for director
service as a directoreach committee meeting of the
Bank he attends, not to exceed $1,525$1,350 per month, per director.
Themonth. In addition, a one-time fee was
paid of $1,000 to directors of DCB and CBSC receive no compensation.the Company plus $1,205 to directors of the Bank
for the two planning retreats held during 1997.

The Company does not have an executive compensation or nominating
committee. The respective Board of Directors of the Company and the Bank, based
upon recommendations by the Personnel Committee, establish general compensation
policies and

4
7 programs for the Company and the Bank and determine annually the
compensation to be paid to Company and Bank employees, including executive
officers. The Board of Directors of the Company and the Bank also acts as a
nominating committee for directors and officers for the Company and the Bank by
developing general criteria concerning the qualifications and selection of Board
members and officers, (including recommendations made by securityholders of the
Company) and recommends candidates for such positions. The Company does not have
an Audit Committee. The Bank, however, has an Audit Committee, composed of
Messrs. Trice, Griffith, H. Patton, Comer VanHooser, Clemons, and Freeman.T. Patton with Mr. Freeman serving as
Chairman. The Audit Committee reviews annual and interim reports of the
independent auditors and provides advice and assistance regarding the
accounting, auditing, and financial reporting practices of the Company and the
Bank. The Audit Committee held six meetings during 1996.1997.

In addition to the Audit Committee, the Board of Directors of the Bank
has ten standing committees consisting of the Executive, Personnel, Finance,
Marketing, Building, Investment, Future Development,Long Range Planning, Data Processing, Trust and Capital PlanningTrust
Committees. The Chairman of the Board of Directors of the Bank (Mr. Comer)VanHooser)
and the President of the Bank (Mr. Clemons) are members of all the committees
with the exception ofthat Mr. Clemons is not on the Personnel Committee or Audit
Committee.

The Executive Committee is composed of Messrs. Franklin, T.H. Patton,
Griffith and Trice with Mr. VanHooserComer serving as chairman. The Executive Committee
reviews corporate activities, makes recommendations to the Board on policy
matters and makes executive decisions on matters that do not require a meeting
of the full Board of Directors. This committee held eight meetings during 1996.1997.

The Personnel Committee, composed of Messrs. Bentley, H. Patton and
VanHooserComer with Mr. J. Bell serving as chairman, considers and recommends to the
Board of Directors the salaries of all Bank personnel. This committee held six
meetings during 1996.1997.

The Finance Committee a seven-member committee, is the credit review board of the Bank. This
committee reviews loan applications meeting certain criteria and approves those
found creditworthy. In addition, this committee reviews all loans that are
funded. The committee is comprised of sixfive permanent members, Messrs. C. Bell,
J. Bell, Bentley, Freeman,Comer and Griffith, with H.T. Patton serving as Chairman and onetwo
"temporary" member,members, who servesserved for two quarters. During 1996,1997, Messrs. VanHooserBentley,
Freeman, H. Patton and Franklin each serve as temporary members for two
quarters. In addition, Messrs. Trice eachand VanHooser served as the temporary member
for two quarters.advisory members.
The Finance Committee held twenty meetings during 1996.1997.

The Marketing Committee is composed of Messrs. H. Patton, Bentley, Freeman,Franklin and
Griffith and H. Patton with Mr. T.H. Patton serving as chairman. The Marketing Committee
recommends the

5
8 direction of the marketing efforts of the Company and the Bank.
This committee held threefour meetings during 1996.1997.

The Building Committee is composed of Messrs. C. Bell, J. Bell and T.
Patton and VanHooser with Mr. Bentley serving as chairman. This committee makes
recommendations to the Board on the immediate and future building needs of the
Company and the Bank. This committee held fiveseven meetings during 1996.1997.

The Investment Committee is composed of Messrs. Freeman, Griffith H.
Patton and
VanHooserTrice with Mr. C. Bell serving as chairman. The Investment Committee reviews and
directs the investment portfolio of the Bank. This committee held twelve
meetings during 1996.1997.

The Long Range Planning Committee is composed of Messrs. C. Bell, J.
Bell and VanHooserComer with Mr. Trice serving as chairman. This committee explores
strategic opportunities available to the Company and recommends the direction
the Company should take on these matters. This committee held three meetings in
1996.1997.

The Data Processing Committee is composed of Mr. VanHooserComer with Mr.
Franklin serving as chairman. The Data Processing Committee reviews the computer
hardware and software needs of the Company and makes recommendations regarding
purchases thereof to the Board. This committee held four meetings during 1996.1997.

The Trust Committee, composed of Messrs. Franklin, Freeman and VanHooserT.
Patton with Mr. TriceGriffith serving as chairman, is charged with the oversight of
the Bank's trust activities. This Committee held eleven meetings during 1996.1997.

During the fiscal year ended December 31, 1996,1997, the Board of Directors
of the Bank held fourteen meetings. The Board of Directors of the Company met
seventeenfifteen times. All incumbent directors attended more than 90% of the aggregate
number of meetings of both Boards and the committees on which they served.

EXECUTIVE COMPENSATION

The following table provides information as to annual, long-term or other
compensation during fiscal years 1997, 1996 and 1995 and 1994 for Mr. Clemons, the
Company's Chief Executive Officer:Officer and the one other executive officer of the
Company or the Bank with total compensation over $100,000.

SUMMARY COMPENSATION TABLE

Annual Compensation

ALL OTHERAll Other
NAME AND PRINCIPAL COMPENSATION
PositionCompensation
POSITION Year Salary ($) Bonus ($) ($)(1)
-------- ---- ---------- --------- -------------

J. Randall Clemons, 1997 148,887 61,000 13,125
President and Chief 1996 138,072 43,500 11,496
President and ChiefExecutive Officer 1995 132,000 36,00036,500 10,292
Executive Officer 1994 121,000 21,000 10,055

H. Elmer Richerson, 1997 104,082 30,500 10,896
Executive Vice 1996 89,355 20,500 8,358
Executive Vice 1995 84,225 16,275 6,896
President 1994 77,000 7,687 5,983of the Bank 1995 84,225 16,275 6,896

- ----------------------
(1) Represents the Company's matching grants under the Company's 401(k) plan.

PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 1996,1997, the Personnel Committee of the Board of Directors
of the Bank was composed of Messrs. H. Patton, TriceBentley, VanHooser and T. Patton. NoneComer with
Mr. J. Bell serving as chairman. With the exception of Mr. VanHooser who was an
officer of the Bank until 1996, none of these persons has at any time been an
officer or employee of the Company or any of its subsidiaries. In addition,Mr. J. Bell is
the owner of Jack W. Bell Builders, Inc., a construction company that received
$716,000 from the Company in 1997 for the construction of several new buildings
for the Company. Otherwise, there are no relationships among the Company's
executive officers, members of the Personnel Committee or entities whose
executives serve on the Board of Directors or the Personnel Committee that
require disclosure under applicable SEC regulations.

PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Decisions with respect to compensation of the Company's Executive
Officers,and the Bank's
executive officers, including the Chief Executive Officer, for fiscal 19961997 were
made by the Personnel Committee of the Board of Directors which was composed of Messrs. Bentley, H. Patton and VanHooser with Mr. J. Bell serving as chairman.Bank based upon recommendations by the
Personnel Committee. None of these personpersons served as an officer or employee of
the Company or any of its subsidiaries during 1996. The Personnel Committee approves compensation for
the Executive Officers and other key employees of the Company, and reviews and
administers the Company's 401(k) Plan.1997.

The overall objectives of the Company's executive compensation program,
including the compensation of the Chief Executive Officer, for fiscal 19961997 were
to:

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10

- Attract and retain the highest quality talent to lead the
Company

- Reward key executives based on business performance

- Assure that objectives for corporate and individual
performance are measured

The philosophy upon which these objectives were based is to provide
incentive to the Company's officers to enhance the profitability of the Company.
The compensation levels for fiscal 19961997 for members of senior management, except
for Mr. Richerson and Mr. Clemons, were established by the Personnel Committee
based upon the recommendation of the Company's Chief Executive Officer, J.
Randall Clemons.

The Personnel Committee set annual salaries for the Executive Officers
within competitive levels but relies to a significant degree on annual cash
bonuses to attract and retain senior management of outstanding abilities and to
motivate them to perform to the full extent of their abilities. In establishing
compensation levels, the Personnel Committee considers compensation levels of
executives in other financial institutions of similar size in similar markets as
well as the overall performance of the Company.

Jack W. Bell, Chairman
William Mackey Bentley
Harold Patton
Robert T. VanHooser, Jr.
8James F. Comer

SHAREHOLDER RETURN PERFORMANCE GRAPH

The following graph compares the percentage change in the unaudited total return
on the Company's Common Stock against the cumulative total return of the NASDAQ
Index and The Carson Medlin Company's Independent Bank Index between December
31, 1992 (the date the Company's Common Stock was registered under the
Securities Exchange Act of 1934, as amended, and December 31, 1996.1997. The graph
assumes the value of the investment in the Company's Common Stock and each index
was $100 at December 31, 1992 and that all dividends were reinvested.

[WILSON BANK HOLDING COMPANY GRAPH]

1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----

WILSON BANK HOLDING COMPANY 100 157 174 193 216 244
INDEPENDENT BANK INDEX 100 125 152 203 241153 208 248 358
NASDAQ INDEX 100 115 112 159 195 240

911

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Some directors and principal officers of the Company at present, as in
the past, are customers of the Bank and have had and expect to have loan
transactions with the Bank in the ordinary course of business. In addition, some
of the directors and officers of the Bank are at present, as in the past,
affiliated with businesses which are customers of the Bank and which have had
and expect to have loan transactions with the Bank in the ordinary course of
business. These loans were made in the ordinary course of business and were made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other parties. In
the opinion of the Board of Directors, these loans do not involve more than a
normal risk of collectibilitycollectability or present other unfavorable features.

During 1996,1997, John R. Trice Appraisals, Inc. was paid an aggregate of
$245,594$225,000 for 1,138752 appraisals, inspections, etc. performed in connection with
loans originated by the Bank. This company is owned by John R. Trice, a director
of the Company and Bank. The payments made by the Bank were reimbursed in full
by the persons and/or entities whose properties were appraised.

COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who beneficially own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Officers, directors, and
greater than ten percent stockholders are required by federal securities
regulations to furnish the Company with copies of all Section 16(a) forms they
file.

Based solely uponon the Company's review of the United States Securities and Exchange
Commission ("SEC") Forms 3 and 4copies of such forms, or
written representations from certain reporting persons furnished to the Company,
under Rule 16a-3(d)
promulgated by the SEC during the fiscal year ended December 31, 1996 and SEC
Form 5 furnished to the Company believes that its officers, directors and greater than ten percent
beneficial owners were in compliance with respect to the fiscal year ended December
31, 1996, there were no untimely filings made during 1996.all applicable filing requirements.

PROPOSAL NO. 2: RATIFICATION OF INDEPENDENT AUDITORS

The Board of Directors of the Company has selected Maggart and
Associates, P.C. to serve as independent auditors for the current fiscal year
upon the recommendation of the Audit Committee and considers it desirable that
the selection of Maggart & Associates, P.C. be ratified by the shareholders.
Maggart and Associates, P.C. has served in this capacity for the Company since
1987. A representative from the independent auditors is expected to be present
at the Annual Meeting and will have an opportunity to make a statement if he
desires to do so. The representative is also expected to be available to respond
to appropriate questions.

SHAREHOLDERS' PROPOSALS AND OTHER MATTERS

Shareholders intending to submit proposals for presentation at the next
Annual Meeting and inclusion in the Proxy Statement and form of proxy for such
meeting should forward such proposals to J. 10
13

Randall Clemons, Wilson Bank Holding
Company, 623 West Main Street, Lebanon, Tennessee 37087. Proposals must be in
writing and must be received by the Company prior to November 15, 199714, 1998 in order
to be included in the Company's Proxy Statement and form of proxy relating to
the 19971999 Annual Meeting of Shareholders. Proposals should be sent to the Company
by certified mail, return receipt requested.

OTHER MATTERS

The Board of Directors is not aware of any other matters which may be
brought before the Annual Meeting. However, if any matter other than the
proposed matters properly comes before the meeting for action, proxies will be
voted for such matters in accordance with the best judgment of the persons named
as proxies.

In addition to solicitation by mail, certain directors, officers and
regular employees of the Company and the Bank may solicit proxies by telephone,
telegram or personal interview for which they will receive no compensation other
than their regular salaries. The Company may request brokerage houses and
custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of the Company's Common Stock held of record by such persons
and may reimburse them for their reasonable out-of-pocket expenses in connection
therewith.

The Annual Report of the Company is mailed herewith. A copy of the
Company's Annual Report to the Securities and Exchange Commission on Form 10-K
for the year ended December 31, 1996,1997, is available without charge to any
shareholder upon request.

By order of the Board of Directors,

/s/ Jerry L. Franklin
--------------------------------
Lebanon, Tennessee------------------------------------
Jerry L. Franklin
Secretary

Lebanon, Tennessee
March 15, 1997 Secretary

1114, 1998

1415

Appendix A

WILSON BANK HOLDING COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NAME AND ADDRESS
LABEL

This proxy is solicited upon behalf of the Board of Directors.THIS PROXY IS SOLICITED UPON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING TO BE HELD ON APRIL 14, 1998.

The undersigned hereby appoint Harold R. Patton and Mackey Bentley, or
either of them, with full power of substitution, as proxies, and hereby
authorize them to vote, as designated, all shares of common stock of Wilson Bank
Holding Company, held by the undersigned on March 15, 199714, 1998 at the Annual Meeting
of Shareholders to be held Tuesday, April 15, 199714, 1998 at 7:00 p.m., (CST), at the
main office of Wilson Bank and Trust, located at 623 West Main Street, Lebanon,
Tennessee 37087 and any adjournment(s) thereof.

1. ELECTION OF DIRECTORS

____ FOR all nominees (except as marked to the contrary below)

Charles Bell James F. Comer Harold R. Patton
Jack W. Bell Jerry L. Franklin James Anthony Patton
Mackey Bentley John B. Freeman John R. Trice
J. Randall Clemons Marshall Griffith Robert T. VanHooser, Jr.

____ Withhold authority to vote for all twelve nominees;

____ Withhold authority to vote for the following nominee(s), write that
nominee's name in the space below:

___________________________________________________________

2. RATIFICATION OF MAGGART AND ASSOCIATES, P.C. AS INDEPENDENT AUDITORS FOR THE
CURRENT FISCAL YEAR.

____ FOR ____ AGAINST ____ ABSTAIN

In their discretion, the proxies are authorized to vote upon such business as
may properly come before this meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.

________________________________ __________________
Signature _________________________________________ Date ________________________________ _______________________________________

Signature (if held jointly) _______________________ Date _____________________

Please sign exactly as your name appears on your share certificates.
Each joint owner must sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name as authorized. If a partnership, please sign in
partnership name by an authorized person.

BE SURE TO MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY IN THE ADDRESSED POSTAGE PAID ENVELOPE PROVIDED.