<PAGE>   1
     As filed with the Securities and Exchange Commission on August 10, 1999

                                             Registration No. 333_______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                               VALUE AMERICA, INC.
             (Exact name of registrant as specified in its charter)


          VIRGINIA                                             33-0712568
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           identification number)

                               1560 INSURANCE LANE
                         CHARLOTTESVILLE, VIRGINIA 22911
                    (Address of Principal Executive Offices)

                                 (804) 817-7700
              (Registrant's telephone number, including area code)

                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                 DEAN M. JOHNSON
                            EXECUTIVE VICE PRESIDENT,
                      CHIEF FINANCIAL OFFICER AND SECRETARY
                               VALUE AMERICA, INC.
                               1560 INSURANCE LANE
                         CHARLOTTESVILLE, VIRGINIA 22911
                                 (804) 817-7700
   (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                          ---------------------------
                                 With a copy to:

                             R. SCOTT KILGORE, ESQ.
                           WILMER, CUTLER & PICKERING
                               2445 M STREET, N.W.
                             WASHINGTON, D.C. 20037

                          ---------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                                Proposed         Proposed
                                         Title of                                Maximum         Maximum
                                        Securities               Amount         Offering        Aggregate      Amount of
                                           to be                  to be           Price          Offering     Registration
       Name of Plan                     Registered             Registered     Per Share (1)     Price (1)       Fee (1)
----------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>                       <C>               <C>          <C>             <C>
1997 Stock Incentive Plan             Common Stock, no          6,250,000         $7.51        $46,937,500     $13,846.56
(the "1997 Plan")                     par value
----------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)   In accordance with Rule 457(h), the aggregate offering price and the
      amount of the registration fee are based on 6,250,000 options previously
      granted pursuant to the 1997 Plan and a weighted average per share
      exercise price of $7.51.


<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. Value America, Inc. (the
"Registrant" or the "Company") shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Registrant shall
furnish the SEC or its staff a copy or copies of all of the documents included
in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 3. Incorporation of Documents by Reference

      The Company hereby incorporates by reference the documents listed in (a)
through (c) below. In addition, all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (prior to filing of a Post-Effective
Amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold) shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

      (a)   Prospectus on Form 424B1 filed by the Company on April 8, 1999.

      (b)   The Company's Report on Form 10-Q for the period ended March 31,
            1999 filed on May 20, 1999.

      (c)   The description of the Company's Common Stock which is incorporated
      by reference in the Prospectus on Form 424B1 filed by the Company on April
      8, 1999, including any amendment or report filed for the purpose of
      updating such description.

      ITEM 4. Description of Securities

      Not Applicable.

      ITEM 5. Interests of Named Experts and Counsel

      The validity of the shares of Company Common Stock that may be issued
pursuant to options granted under the 1997 Plan is being passed upon for the
Company by LeClair Ryan, a Professional Corporation, Richmond, Virginia. Gary D.
LeClair, the Chairman of LeClair Ryan is a director of the Company, and Mr.
LeClair and certain of his partners beneficially own, in the aggregate, 201,252
shares of Company Common Stock.

      ITEM 6. Indemnification of Directors and Officers

      The Company's Articles of Incorporation provide that no director or
officer of the Company shall be liable to the Company or its shareholders for
monetary damages with respect to any transaction, occurrence or course of
conduct in any proceeding brought by or in the right of the Company or brought
by or on behalf of shareholders of the Company, except for liability resulting
from that person's having engaged in willful misconduct or a knowing violation
of criminal law, or any federal or state securities law.

      The Company's Articles of Incorporation further provide that the Company
shall indemnify (i) any person who was or is a party to any proceeding,
including a proceeding brought by a shareholder in the right of the Company or
brought by or on behalf of shareholders of the Company, by reason of the fact
that the person is or was a director or officer of the Company, or (ii) any
director or officer who is or was serving at the request of the Company as a
director, trustee, partner or officer of another corporation, partnership, joint
venture, trust, employee



                                     - 2 -
<PAGE>   3

benefit plan or other enterprise, against any liability incurred by that person
in connection with the proceeding unless that person engaged in willful
misconduct or a knowing violation of the criminal law.

      The Board of Directors of the Company is authorized to enter into a
contract to indemnify any director or officer in respect of any proceedings
arising from any act or omission, whether occurring before or after the
execution of the contract.

      There is no pending litigation or proceeding involving an officer or
director of the Company as to which indemnification is being sought, and the
Company is not aware of any threatened litigation that may result in claims for
indemnification by any officer or director. The rights of indemnification
provided in the Company's Articles of Incorporation are nonexclusive of any
other rights that may be available under any insurance or other agreement, by
vote of shareholders or disinterested directors, or otherwise. In addition, the
Articles of Incorporation authorize the Company to maintain insurance on behalf
of any person who is or was a director, officer or agent of the Company, whether
or not the Company would have the power to provide indemnification to such
person.

      ITEM 7. Exemption from Registration Claimed

      Not Applicable.

      ITEM 8. Exhibits

      The Exhibit Index attached to this Registration Statement is incorporated
herein by reference.

      ITEM 9. Undertakings

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of this Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in this
                        Registration Statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in this
                        Registration Statement or any material change to such
                        information in this Registration Statement;

            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the registrant pursuant to section 13 or section 15(d) of the
            Exchange Act that are incorporated by reference in the registration
            statement.

            (2)   That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed
            to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

            (3)   To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act, each filing of the
      Registrant's annual report pursuant to section 13(a) or section 15(d) of
      the Exchange Act (and, where applicable, each filing of any employee
      benefit plan's annual report



                                     - 3 -
<PAGE>   4

      pursuant to section 15(d) of the Exchange Act) that is incorporated by
      reference in this Registration Statement shall be deemed to be a new
      registration statement reflating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
      Securities Act may be permitted to directors, officers and controlling
      persons of the Registrant pursuant to the foregoing provisions, or
      otherwise, the Registrant has been advised that in the opinion of the SEC
      such indemnification is against public policy as expressed in the
      Securities Act and is, therefore, unenforceable. In the event that a claim
      for indemnification against such liabilities (other than the payment by
      the Registrant of expenses incurred or paid by a director, officer or
      controlling person of the Registrant in the successful defense of any
      action, suit or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being registered, the
      Registrant will, unless in the opinion of its counsel the matter has been
      settled by controlling precedent, submit to a court of appropriate
      jurisdiction the question of whether such indemnification by it is against
      public policy as expressed in the Securities Act and will be governed by
      the final adjudication of such issue.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]











                                     - 4 -
<PAGE>   5


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Charlottesville, Virginia on the 5th day of August, 1999.

                                              VALUE AMERICA, INC.

                                              By: /s/ Dean M. Johnson
                                              ------------------------------
                                              Dean M. Johnson
                                              Chief Financial Officer


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
under the heading "Signature" constitutes and appoints Craig A. Winn, Thomas
Morgan and Dean M. Johnson as his or her true and lawful attorney-in-fact each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact, or
his or her substitute, acting alone, may lawfully do or cause to be done by
virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
    Signature                                   Title                                              Date
    ---------                                   -----                                              ----


<S>                                             <S>                                             <C>
/s/  Craig A. Winn                              Chairman of the Board                           August 5, 1999
--------------------
 Craig A. Winn



/s/ Thomas Morgan                               Chief Executive Officer                         August 5, 1999
-----------------------------                   (Principal executive officer)
 Thomas Morgan



/s/ Dean M. Johnson                             Executive Vice President, Chief                 August 5, 1999
------------------------                        Financial Officer, Secretary
Dean M. Johnson                                 (Principal Financial Officer)



/s/ Sandra T. Watson                            Senior Vice President - Finance                 August 5, 1999
-----------------------------------             (Principal Accounting Officer)
Sandra T. Watson
</TABLE>





                                     - 5 -
<PAGE>   6


<TABLE>
<S>                                             <S>                                             <C>
/s/ William J. Bennett                          Director                                        August 5, 1999
----------------------------
William J. Bennett



/s/  Thomas J. Casey                            Director                                        August 4, 1999
----------------------------
Thomas J. Casey



                                                Director                                        August   , 1999
------------------------------
Roy Keith



/s/ Gary D. LeClair                             Director                                        August 5, 1999
-----------------------------
Gary D. LeClair



---------------------------------               Director                                        August   , 1999
Gerard R. Roche



/s/ William D. Savoy                            Director                                        August 5, 1999
----------------------------
William D. Savoy



                                                Director                                        August     , 1999
-------------------------------
Rex Scatena



/s/ Frederick W. Smith                          Director                                        August 5, 1999
------------------------------
Frederick W. Smith



                                                Director                                        August   , 1999
------------------------------
Michael R. Steed
</TABLE>



                                     - 6 -
<PAGE>   7


                                  EXHIBIT INDEX


EXHIBIT
NUMBER      DESCRIPTION
------      -----------

4.1*        1997 Stock Incentive Plan

4.2         First Amendment to 1997 Stock Incentive Plan

5           Opinion of LeClair Ryan, as to the legality of the securities being
            registered

23          Consent of PricewaterhouseCoopers LLP

24          Power of attorney (included on signature pages of this Registration
            Statement)

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

*           Incorporated by reference to Value America's Registration Statement
            on Form S-1 Amendment No. 1 (File No. 333-70961) as filed with the
            SEC on March 18, 1999.




                                     - 7 -
[{"type": "S-8", "sequence": "1", "description": "VALUE AMERICA, INC.", "secsgml_size_bytes": 19049}]
{"company-data": {"conformed-name": "VALUE AMERICA INC /VA", "cik": "0001049889", "assigned-sic": "5990", "irs-number": "330712568", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84891", "film-number": "99683072"}, "business-address": {"street1": "1560 INSURANCE LANE", "city": "CHARLOTTESVILLE", "state": "VA", "zip": "22911", "phone": "8048177700"}, "mail-address": {"street1": "1560 INSURANCE LANE", "city": "CHARLOTTESVILLE", "state": "VA", "zip": "229011"}}
1
     As filed with the Securities and Exchange Commission on August 10, 1999

                                             Registration No. 333_______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                               VALUE AMERICA, INC.
             (Exact name of registrant as specified in its charter)

          VIRGINIA                                             33-0712568
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           identification number)

                               1560 INSURANCE LANE
                         CHARLOTTESVILLE, VIRGINIA 22911
                    (Address of Principal Executive Offices)

                                 (804) 817-7700
              (Registrant's telephone number, including area code)

                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                 DEAN M. JOHNSON
                            EXECUTIVE VICE PRESIDENT,
                      CHIEF FINANCIAL OFFICER AND SECRETARY
                               VALUE AMERICA, INC.
                               1560 INSURANCE LANE
                         CHARLOTTESVILLE, VIRGINIA 22911
                                 (804) 817-7700
   (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                          ---------------------------
                                 With a copy to:

                             R. SCOTT KILGORE, ESQ.
                           WILMER, CUTLER & PICKERING
                               2445 M STREET, N.W.
                             WASHINGTON, D.C. 20037

                          ---------------------------
                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
                                                                                Proposed         Proposed
                                         Title of                                Maximum         Maximum
                                        Securities               Amount         Offering        Aggregate      Amount of
                                           to be                  to be           Price          Offering     Registration
       Name of Plan                     Registered             Registered     Per Share (1)     Price (1)       Fee (1)
----------------------------------------------------------------------------------------------------------------------------
1997 Stock Incentive Plan             Common Stock, no          6,250,000         $7.51        $46,937,500     $13,846.56
(the "1997 Plan")                     par value
----------------------------------------------------------------------------------------------------------------------------
(1)   In accordance with Rule 457(h), the aggregate offering price and the
      amount of the registration fee are based on 6,250,000 options previously
      granted pursuant to the 1997 Plan and a weighted average per share
      exercise price of $7.51.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. Value America, Inc. (the
"Registrant" or the "Company") shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Registrant shall
furnish the SEC or its staff a copy or copies of all of the documents included
in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 3. Incorporation of Documents by Reference

      The Company hereby incorporates by reference the documents listed in (a)
through (c) below. In addition, all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (prior to filing of a Post-Effective
Amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold) shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

      (a)   Prospectus on Form 424B1 filed by the Company on April 8, 1999.

      (b)   The Company's Report on Form 10-Q for the period ended March 31,
            1999 filed on May 20, 1999.

      (c)   The description of the Company's Common Stock which is incorporated
      by reference in the Prospectus on Form 424B1 filed by the Company on April
      8, 1999, including any amendment or report filed for the purpose of
      updating such description.

      ITEM 4. Description of Securities

      Not Applicable.

      ITEM 5. Interests of Named Experts and Counsel

      The validity of the shares of Company Common Stock that may be issued
pursuant to options granted under the 1997 Plan is being passed upon for the
Company by LeClair Ryan, a Professional Corporation, Richmond, Virginia. Gary D.
LeClair, the Chairman of LeClair Ryan is a director of the Company, and Mr.
LeClair and certain of his partners beneficially own, in the aggregate, 201,252
shares of Company Common Stock.

      ITEM 6. Indemnification of Directors and Officers

      The Company's Articles of Incorporation provide that no director or
officer of the Company shall be liable to the Company or its shareholders for
monetary damages with respect to any transaction, occurrence or course of
conduct in any proceeding brought by or in the right of the Company or brought
by or on behalf of shareholders of the Company, except for liability resulting
from that person's having engaged in willful misconduct or a knowing violation
of criminal law, or any federal or state securities law.

      The Company's Articles of Incorporation further provide that the Company
shall indemnify (i) any person who was or is a party to any proceeding,
including a proceeding brought by a shareholder in the right of the Company or
brought by or on behalf of shareholders of the Company, by reason of the fact
that the person is or was a director or officer of the Company, or (ii) any
director or officer who is or was serving at the request of the Company as a
director, trustee, partner or officer of another corporation, partnership, joint
venture, trust, employee

                                     - 2 -
3

benefit plan or other enterprise, against any liability incurred by that person
in connection with the proceeding unless that person engaged in willful
misconduct or a knowing violation of the criminal law.

      The Board of Directors of the Company is authorized to enter into a
contract to indemnify any director or officer in respect of any proceedings
arising from any act or omission, whether occurring before or after the
execution of the contract.

      There is no pending litigation or proceeding involving an officer or
director of the Company as to which indemnification is being sought, and the
Company is not aware of any threatened litigation that may result in claims for
indemnification by any officer or director. The rights of indemnification
provided in the Company's Articles of Incorporation are nonexclusive of any
other rights that may be available under any insurance or other agreement, by
vote of shareholders or disinterested directors, or otherwise. In addition, the
Articles of Incorporation authorize the Company to maintain insurance on behalf
of any person who is or was a director, officer or agent of the Company, whether
or not the Company would have the power to provide indemnification to such
person.

      ITEM 7. Exemption from Registration Claimed

      Not Applicable.

      ITEM 8. Exhibits

      The Exhibit Index attached to this Registration Statement is incorporated
herein by reference.

      ITEM 9. Undertakings

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of this Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in this
                        Registration Statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in this
                        Registration Statement or any material change to such
                        information in this Registration Statement;

            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the registrant pursuant to section 13 or section 15(d) of the
            Exchange Act that are incorporated by reference in the registration
            statement.

            (2)   That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed
            to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

            (3)   To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act, each filing of the
      Registrant's annual report pursuant to section 13(a) or section 15(d) of
      the Exchange Act (and, where applicable, each filing of any employee
      benefit plan's annual report

                                     - 3 -
4

      pursuant to section 15(d) of the Exchange Act) that is incorporated by
      reference in this Registration Statement shall be deemed to be a new
      registration statement reflating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
      Securities Act may be permitted to directors, officers and controlling
      persons of the Registrant pursuant to the foregoing provisions, or
      otherwise, the Registrant has been advised that in the opinion of the SEC
      such indemnification is against public policy as expressed in the
      Securities Act and is, therefore, unenforceable. In the event that a claim
      for indemnification against such liabilities (other than the payment by
      the Registrant of expenses incurred or paid by a director, officer or
      controlling person of the Registrant in the successful defense of any
      action, suit or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being registered, the
      Registrant will, unless in the opinion of its counsel the matter has been
      settled by controlling precedent, submit to a court of appropriate
      jurisdiction the question of whether such indemnification by it is against
      public policy as expressed in the Securities Act and will be governed by
      the final adjudication of such issue.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

                                     - 4 -
5

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Charlottesville, Virginia on the 5th day of August, 1999.

                                              VALUE AMERICA, INC.

                                              By: /s/ Dean M. Johnson
                                              ------------------------------
                                              Dean M. Johnson
                                              Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
under the heading "Signature" constitutes and appoints Craig A. Winn, Thomas
Morgan and Dean M. Johnson as his or her true and lawful attorney-in-fact each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact, or
his or her substitute, acting alone, may lawfully do or cause to be done by
virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                   Title                                              Date
    ---------                                   -----                                              ----
/s/  Craig A. Winn                              Chairman of the Board                           August 5, 1999
--------------------
 Craig A. Winn

/s/ Thomas Morgan                               Chief Executive Officer                         August 5, 1999
-----------------------------                   (Principal executive officer)
 Thomas Morgan

/s/ Dean M. Johnson                             Executive Vice President, Chief                 August 5, 1999
------------------------                        Financial Officer, Secretary
Dean M. Johnson                                 (Principal Financial Officer)

/s/ Sandra T. Watson                            Senior Vice President - Finance                 August 5, 1999
-----------------------------------             (Principal Accounting Officer)
Sandra T. Watson
- 5 -
6
/s/ William J. Bennett                          Director                                        August 5, 1999
----------------------------
William J. Bennett

/s/  Thomas J. Casey                            Director                                        August 4, 1999
----------------------------
Thomas J. Casey

                                                Director                                        August   , 1999
------------------------------
Roy Keith

/s/ Gary D. LeClair                             Director                                        August 5, 1999
-----------------------------
Gary D. LeClair

---------------------------------               Director                                        August   , 1999
Gerard R. Roche

/s/ William D. Savoy                            Director                                        August 5, 1999
----------------------------
William D. Savoy

                                                Director                                        August     , 1999
-------------------------------
Rex Scatena

/s/ Frederick W. Smith                          Director                                        August 5, 1999
------------------------------
Frederick W. Smith

                                                Director                                        August   , 1999
------------------------------
Michael R. Steed
- 6 -
7

                                  EXHIBIT INDEX

EXHIBIT
NUMBER      DESCRIPTION
------      -----------

4.1*        1997 Stock Incentive Plan

4.2         First Amendment to 1997 Stock Incentive Plan

5           Opinion of LeClair Ryan, as to the legality of the securities being
            registered

23          Consent of PricewaterhouseCoopers LLP

24          Power of attorney (included on signature pages of this Registration
            Statement)

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

*           Incorporated by reference to Value America's Registration Statement
            on Form S-1 Amendment No. 1 (File No. 333-70961) as filed with the
            SEC on March 18, 1999.

                                     - 7 -