"What Mattered Most" is a song written by Gary Burr and Vince Melamed, and recorded by American country music singer Ty Herndon.

Upon its release, the song was added to the playlists of 133 radio stations surveyed by Billboard, breaking a record set by Tracy Lawrence for the most adds in one week.

"[3] Michael McCall of New Country was more positive, calling it "a powerful, sensitive song about a man who realizes, too late, that he noticed everything about his lover except what was in her heart.

Herndon revealed in an interview with NPR that he was in a closeted relationship with a man at the time of the song's original release in 1995.

[11] The music video for the updated version of What Mattered Most features Herndon singing in a studio and surrounded by sound engineers and producers.