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                                   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, 2001 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 17th day of
      January 2002.

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

/s/ Mason Haynesworth            (SEAL)                                   (SEAL)
---------------------------------            ----------------------------

/s/ Eddie F. Hearp               (SEAL)                                   (SEAL)
---------------------------------            ----------------------------

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

/s/ A. Wayne Lewis               (SEAL)                                   (SEAL)
---------------------------------            ----------------------------

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

/s/ Ellis L. Gutshall            (SEAL)                                   (SEAL)
---------------------------------            ----------------------------

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

      I, Alberta G. Richards, a Notary Public in and for the jurisdiction
aforesaid, do hereby certify that Abney S. Boxley, III, Mason Haynesworth, Ellis
L Gutshall, Eddie F. Hearp, A. Wayne Lewis, John W. Starr, and Ward W. Stevens,
whose names are signed to the foregoing writing bearing date the 17th day of
January, 2002, this day personally appeared before me and acknowledged the same
in my City and State aforesaid.

            GIVEN under my hand and seal this 17th day of January, 2002.


        /s/ Alberta G. Richards
-------------------------------
                Notary Public

                       My commission expires June 30, 2004

(SEAL)


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