August 9, 2024

John C. McDearman, III
President, Chief Executive Officer and Director
Wilson Bank Holding Company
623 West Main Street
Lebanon, TN 37087

       Re: Wilson Bank Holding Company
           Definitive Proxy Statement on Schedule 14A
           Filed March 22, 2024
           File No. 000-20402
Dear John C. McDearman, III:

      We have limited our review of your most recent definitive proxy statement
to those issues
we have addressed in our comment(s).

       Please respond to this letter by providing the requested information
and/or confirming that
you will revise your future proxy disclosures in accordance with the topics
discussed below. If
you do not believe a comment applies to your facts and circumstances, please
tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 28

1.     It appears that, for 2021, 2022 and 2023, you have included net income
attributable to
       Wilson Bank Holding Company in column (h) of your pay versus performance
table in
       lieu of net income as required by Item 402(v)(2)(v) of Regulation S-K.
Please include net
       income (loss), as reported in your audited GAAP financial statements, in
column (h) for
       all years covered by the table. Refer to Regulation S-K Compliance and
Disclosure
       Interpretations 128D.08 and 128D.09. Please note that you may
voluntarily provide
       supplemental measures of compensation or financial performance, so long
as any
       additional disclosure is    clearly identified as supplemental, not
misleading, and not
       presented with greater prominence than the required disclosure.    See
Pay Versus
       Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134
(September 8,
       2022)] at Section II.F.3.
2.     Refer to the total shareholder return information included in the pay
versus performance
 August 9, 2024
Page 2

       table on page 28 and related graphs on pages 32 and 33. Please provide
us with additional
       details about how you calculated the total shareholder return values for
both you and your
       peer group in 2019. Please also clarify the date of the initial one
hundred dollar
       investment, as well as the    measurement point,    in both the
referenced graphs and your
       tabular disclosure on page 28. Pursuant to Item 402(v)(2)(iv) of
Regulation S-K, total
       shareholder return for each year should be presented starting with an
initial fixed
       investment of one hundred dollars at the    measurement point    which
is the market close
       on the last trading day before the earliest fiscal year in the pay
versus performance table.
       It appears that your total shareholder return calculations may use a
date other than the
       required measurement point or be based upon an initial fixed investment
other than one
       hundred dollars, or both. Specifically, since the earliest fiscal year
included in the pay
       versus performance table was 2020, the required measurement point would
be the last
       trading day in your fiscal year 2019; however, the graph on page 33
appears to use a
       measurement point in 2018 or earlier. In addition, it is not clear why
the total shareholder
       return amounts for 2019 exceed one hundred dollars and how the remaining
years relate to
       these 2019 values.
3.     In future filings, please ensure that the total shareholder return
disclosure you provide
       pursuant to Item 402(v)(5)(iv) of Regulation S-K covers the same period
as the
       relationship information provided under Item 402(v)(5)(i) of Regulation
S-K. We note in
       this regard that the second graph on page 33 covers a period from 2019
through 2023
       whereas the graph on page 32 covers only 2020 through 2023.
4.     Refer to the reconciliation tables in footnotes (2)(b) and (4)(a) to
your pay versus
       performance table. It is unclear what amounts are reflected in the
columns titled "Year
       over Year change in Fair Value of Equity Awards Granted in Prior Years
that Vested in
       that Year" and "Year over Year Average Change in Fair Value of Equity
Awards Granted
       in Prior Years that Vested in that Year." Specifically, equity awards
granted in prior years
       that vest during the relevant year should be valued as the difference
between the fair value
       as of the end of the prior fiscal year and the vesting date, not the
"year over year" change
       in value. Please ensure that your table headings reflect accurately the
amounts used to
       calculate compensation actually paid. Refer to Item
402(v)(2)(iii)(C)(1)(iv) of Regulation
       S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Christopher Dunham at 202-551-3783 or Amanda Ravitz at
202-551-3412
with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Disclosure Review
Program