EXHIBIT 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and/or directors of Valley Financial Corporation, a Virginia corporation
("Valley"), does hereby constitute and appoint Ellis L. Gutshall and A. Wayne
Lewis, and each of them (with full power to each of them to act alone), his true
and lawful Attorneys in Fact and Agents for him and on his behalf and in his
name, place and stead in any and all capacities and particularly as an officer
and/or director of Valley, to sign, execute and affix his seal thereto and file
any of the documents referred to below:

         Annual Report for the calendar year ended December 31, 1999 on
         Form 10-KSB, and any amendments thereto, together with all
         exhibits and any and all documents required to be filed with
         respect thereto, with the Securities and Exchange Commission
         and all other appropriate regulatory authorities; granting unto said
         Attorneys and each of them full power and authority to do and perform
         every act and thing requisite and necessary to be done in and about
         the premises in order to effectuate the same as fully, to all intents
         and purposes, as he himself might or could do if personally present,
         hereby ratifying and affirming all that said Attorneys in Fact and
         Agents or each of them may lawfully do or cause to be done by virtue
         hereof.

         WITNESS the signatures and seals of the undersigned this 20th day of
January, 2000.

<TABLE>
<CAPTION>
<S>                                                           <C>
/s/ Anna L. Lawson                     (SEAL)                 /s/ Eddie F. Hearp                (SEAL)
---------------------------------------                       ----------------------------------

/s/ Abney S. Boxley, III              (SEAL)                  /s/ Michael E. Warner             (SEAL)
--------------------------------------                        ----------------------------------

/s/ William D. Elliot                  (SEAL)                 /s/ A. Wayne Lewis                (SEAL)
---------------------------------------                       ----------------------------------

/s/ Barbara B. Lemon                  (SEAL)                  /s/ Ellis L. Gutshall             (SEAL)
--------------------------------------                        ----------------------------------

/s/ George W. Logan                   (SEAL)
--------------------------------------


/s/ Ward W. Stevens                   (SEAL)
--------------------------------------


/s/ John W. Starr                     (SEAL)
--------------------------------------

</TABLE>


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<PAGE>


COMMONWEALTH OF VIRGINIA    )
                            )    to wit:
CITY OF ROANOKE             )

         I, Mary P. Hundley, a Notary Public in and for the jurisdiction
aforesaid, do hereby certify that Abney S. Boxley, III, William D. Elliot, Ellis
L Gutshall, Eddie F. Hearp, Anna L. Lawson, Barbara B. Lemon, A. Wayne Lewis,
George W. Logan, John W. Starr, Ward W. Stevens and Michael E. Warner, whose
names are signed to the foregoing writing bearing date the 20th day of January,
2000, this day personally appeared before me and acknowledged the same in my
City and State aforesaid.

         GIVEN under my hand and seal this 20th day of January, 2000.



                     /s/ Mary P. Hundley
                     ------------------------
                     Notary Public

                     My commission expires October 31, 2002

(SEAL)


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