REGISTRATION NO. 333-_____

                                AS FILED WITH THE
                       SECURITIES AND EXCHANGE COMMISSION
                              ON SEPTEMBER 22, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    --------

                          VALLEY FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)


            VIRGINIA                                             54-1702380
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                                 A. Wayne Lewis
               Executive Vice President & Chief Financial Officer
                          Valley Financial Corporation
                             36 Church Avenue, S.W.
                             Roanoke, Virginia 24011
                                 (540) 342-2265

               (address, including zip code, and telephone number,
                 including area code, of registrant's principal
                    executive offices and agent for service)

                          Valley Financial Corporation
                              Incentive Stock Plan

                                    Copy to:
                     Douglas W. Densmore and Hugh B. Wellons
                        Flippin, Densmore, Morse & Jessee
                                   Drawer 1200
                             Roanoke, Virginia 24006
                                 (540) 510-3000
<PAGE>
<TABLE>
                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities          Amount              Proposed            Proposed         Amount of
To be Registered              To be               Maximum             Maximum        Registration
                           Registered (1)      Offering  Price       Aggregate           Fee
                                               Per Share (2)      Offering Price
---------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                <C>                   <C>
Common Stock,              103,950             $19.00             $1,975,050            $548.63
Par Value $.00             Shares (3)
Per Share

---------------------------------------------------------------------------------------------------
Common Stock,              60,732              $9.52              $  576,954            $160.27
Par Value $.00             Shares (4)
Per Share

---------------------------------------------------------------------------------------------------
</TABLE>

(1)      Plus such indeterminate number of shares pursuant to Rule 416 as may be
         issued  in  respect  of  stock  splits,  stock  dividends  and  similar
         transactions.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) under the  Securities Act of 1933 the following
         basis:  (a) With  regard to the 103,950  shares to be issued  under the
         Valley Financial Corporation Incentive Stock Plan, on the last purchase
         of the common stock, as reported on the OTC Bulletin Board on September
         3, 2000;  (b) With regard to the 60,732 shares  pursuant to the options
         already  granted under certain  Stock Option  Agreements,  the exercise
         price on the date of the grant,  which was $9.50 per share, the trading
         price for the common stock on that date.

(3)      The  number  of  shares of common  stock  being  registered  represents
         103,950  shares of common  stock that may be issued on the date  hereof
         under  the  Valley  Financial  Corporation  Incentive  Stock  Plan (the
         "plan")  pursuant  to stock  options  issued or to be issued  under the
         plan.

(4)      The number of shares of common stock being registered represents 60,732
         shares of common stock subject to stock  options  issued to officers of
         the company as an award based on meeting certain  performance  criteria
         set forth in the executives'  respective employment agreements executed
         on December 19, 1996. Nonqualified options were issued on the terms set
         forth to the following individuals:

                   Ellis L. Gutshall                        A. Wayne Lewis
                   -----------------                        --------------

                   Number of    Exercise                  Number of     Exercise
           Date     Shares        Price          Date      Shares         Price
           ----     ------        -----          ----      ------         -----

         6/19/97    10,122        $9.52        6/19/97     20,244         $9.52
         6/18/98    10,122        $9.52        6/18/98     10,122         $9.52
         6/17/99    10,122        $9.52


<PAGE>

                                     PART I


ITEM 1.  PLAN INFORMATION.

         Not required to be filed with the Securities and Exchange Commission. A
copy of the plan and the relevant  Stock Option  Agreement  is  incorporated  by
reference as set forth in Exhibits 4.1 and 4.2 of Item 8 herein.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with the Securities and Exchange Commission.


                                       1
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Incorporated  herein by reference and made a part of this  Registration
Statement are the  following:  (1) Our Annual Report on Form 10-KSB for the year
ended December 31, 1999; (2) Our Proxy Statement on Schedule DEFS 14A filed with
the Commission on March 24, 2000;  (3) Our Quarterly  Reports on Form 10-QSB for
the quarters  ended  September 30, 1999,  March 31, 2000, and June 30, 2000; and
(4) Our Current  Reports on Form 8-K dated  January 28, 2000,  May 4, 2000,  and
September 4, 2000.

         All documents  subsequently  filed by the Company with the SEC pursuant
to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act of 1934 after the date
of this  Registration  Statement and prior to the  termination  of this offering
will be deemed to be  incorporated by reference into this prospectus and to be a
part hereof from the respective dates of filing of such documents. Any statement
contained  in any  document  incorporated  by  reference  shall be  deemed to be
modified or  superseded  for  purposes of this  prospectus  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.  All  information  appearing in this  prospectus is qualified in its
entirety by the information and financial  statements  (including notes thereto)
appearing in the documents  incorporated by reference,  except to the extent set
forth in the immediately preceding statement.

         We will provide without charge to each person who receives a prospectus
and asks us for it, a copy of the information  that is incorporated by reference
herein  (not  including  exhibits).  Requests  for such  information  should  be
directed to: Valley  Financial  Corporation,  36 Church Avenue,  S.W.,  Roanoke,
Virginia  24011;  Attention:  A. Wayne Lewis,  Executive  Vice President & Chief
Financial Officer. The Company's telephone number is: (540) 342-2265.

ITEM 4.  DESCRIPTION OF SECURITIES.

                           Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                           Not applicable.

                                      II-1

<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Virginia  Stock  Corporation  Act (the  "VSCA"),  provides for the
indemnification  of  a  Company's   directors  and  officers  in  a  variety  of
circumstances,  which may  include  indemnification  for  liabilities  under the
Securities  Act of 1933.  Under  sections  13.1-697  and 13.1-704 of the VSCA, a
Virginia  corporation  generally is  authorized  to indemnify  its directors and
officers in civil or criminal  actions if they acted in good faith and  believed
their conduct to be in the best interests of the corporation and, in the case of
criminal  actions,  had no  reasonable  cause to believe  that the  conduct  was
unlawful.  The Company's  Articles of Incorporation  require  indemnification of
directors and officers with respect to certain  liabilities,  expenses and other
amounts imposed upon them by reason of having been a director or officer, except
in the case of willful  misconduct  or a knowing  violation of criminal law. The
Company  maintains a policy of insurance  under which the directors and officers
of the company are insured, subject to the limits of the policy, against certain
losses arising from claims made against such directors and officers by reason of
any acts or omissions  covered under such policy in their respective  capacities
as directors and officers.  In addition,  the VSCA eliminates the liability of a
director or officer of the Company in a stockholder  or  derivative  proceeding.
This elimination of liability will not apply in the event of willful  misconduct
or a knowing  violation of the  criminal law or any federal or state  securities
law.  Sections  13.1-692.1 and 13.1-696-704 of the VSCA are hereby  incorporated
herein by reference.


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.


ITEM 8.    EXHIBITS.

         4.1      Form of Stock  Certificate  filed as an exhibit to Form S-1/A,
                  Reg. No. 333-77568.

         4.2      Incentive Stock Plan.

         4.3      Form  of  Stock  Option  Agreement   (incorporated  herein  by
                  reference to Exhibit No. 10.4 of Form  10-KSB/A for the fiscal
                  year ending December 31, 1996,  filed by the Company on May 1,
                  1997).

         5.1      Opinion  of  counsel  as  to  legality  of  securities   being
                  registered.

         23.1     Consent of counsel included in Exhibit 5.1 hereto.

         23.2     Consent of Larrowe & Company, PLC.

         23.3     Consent of KPMG LLP.

         24.1     Power of Attorney (included on page II-7).


                                      II-2
<PAGE>
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 the  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 the Registration
Statement;

                (iii) To include any  material  information  with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the 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 of 1933,  each  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;  and each  filing  of the  registrant's  annual  report
pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934 that
is incorporated by reference in the registration statement 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)  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  Commission  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 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.

                                      II-3
<PAGE>
<TABLE>
                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant 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 the City of Roanoke,  Commonwealth of Virginia, on the 21st
day of September, 2000.


                           VALLEY FINANCIAL CORPORATION

<S> <C>
By:  /s/ Ellis L. Gutshall*                          By:  /s/ A. Wayne Lewis*
     -------------------------------------                ---------------------------------------
      Ellis L. Gutshall                                       A. Wayne Lewis

      President & Chief Executive Officer            Executive Vice President & Chief Financial
      (Principal Executive Officer)                  Officer (Principal Financial and Accounting
                                                     Officer)


SIGNATURE                                   TITLE                                                DATE
---------                                   -----                                                ----


/s/ Ellis L. Gutshall*                      President & Chief Executive Officer         September 21, 2000
------------------------------------        and director
Ellis L. Gutshall

/s/ A. Wayne Lewis*                         Executive Vice President, Chief             September 21, 2000
------------------------------------        Operating Officer, Chief Financial
A. Wayne Lewis                              Officer (Principal Financial Officer)


                                            Director                                    September 21, 2000
------------------------------------
Abney S. Boxley, III


/s/ William D. Elliot*                      Director                                    September 21, 2000
------------------------------------
William D. Elliot


                                                    II-4
<PAGE>

/s/ Mason Haynesworth*                      Director                                    September 21, 2000
------------------------------------
Mason Haynesworth


/s/ Eddie F. Hearp*                         Director                                    September 21, 2000
------------------------------------
Eddie F. Hearp


/s/ Anna L. Lawson*                         Director                                    September 21, 2000
------------------------------------
Anna L. Lawson


/s/ Barbara B. Lemon*                       Director                                    September 21, 2000
------------------------------------
Barbara B. Lemon


                                            Director                                    September 21, 2000
------------------------------------
George W. Logan


/s/ John W. Starr*                          Director                                    September 21, 2000
------------------------------------
John W. Starr


/s/ Ward W. Stevens*                        Director                                    September 21, 2000
------------------------------------
Ward W. Stevens


/s/ Michael F. Warner*                      Director                                    September 21, 2000
------------------------------------
Michael E. Warner


*Executed by Power of Attorney, found at Exhibit 24.1.

                                                    II-5
<PAGE>
         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other  persons who  administer  the plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Roanoke,  Commonwealth of Virginia, on the 21st
day of September, 2000.

VALLEY FINANCIAL CORPORATION INCENTIVE STOCK PLAN


                                  By: /s/ Abney S. Boxley, III
                                     ----------------------------------------
                                        Abney S. Boxley, III
                                  Its:  Chairman, Human Relations Committee

                                      II-6
<PAGE>
                                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:

                  Registration   Statement  on  Form  S-8  with  respect  to  an
                  aggregate  of  164,682  shares  of Valley  Common  Stock to be
                  issued  pursuant to Valley's  Incentive Stock Plan and certain
                  stock  option  agreements  with  Valley  executives,  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.

         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/ Ellis L. Gutshall                       President & Chief Executive Officer         September 21, 2000
------------------------------------        (Principal Executive Officer) and
Ellis L. Gutshall                           director


/s/ A. Wayne Lewis                          Executive Vice President, Chief             September 21, 2000
------------------------------------        Operating Officer, Chief Financial
A. Wayne Lewis                              Officer (Principal Financial and
                                            Accounting Officer)


                                            Director                                    September 21, 2000
------------------------------------
Abney S. Boxley, III


 /s/ William D. Elliot                      Director                                    September 21, 2000
------------------------------------
William D. Elliot


/s/ Mason Haynesworth                       Director                                    September 21, 2000
------------------------------------
Mason Haynesworth


/s/ Eddie F. Hearp                          Director                                    September 21, 2000
------------------------------------
Eddie F. Hearp

                                                    II-7
<PAGE>


/s/ Anna L. Lawson                          Director                                    September 21, 2000
------------------------------------
Anna L. Lawson


/s/ Barbara B. Lemon                        Director                                    September 21, 2000
------------------------------------
Barbara B. Lemon


                                            Director                                    September 21, 2000
------------------------------------
George W. Logan


/s/ John W. Starr                           Director                                    September 21, 2000
------------------------------------
John W. Starr


/s/ Ward W. Stevens                         Director                                    September 21, 2000
------------------------------------
Ward W. Stevens


/s/ Michael E. Warner                       Director                                    September 21, 2000
------------------------------------
Michael E. Warner
</TABLE>

                                                    II-8
<PAGE>

                                  Exhibit Index


      Exhibit Number    Description
      --------------    -----------

            4.1         Form of Stock  Certificate  filed as an  exhibit to Form
                        S-1/A, Reg. No. 333-77568.

            4.2         Incentive Stock Plan.

            4.3         Form of Stock Option Agreement  (incorporated  herein by
                        reference  to Exhibit No. 10.4 of Form  10-KSB/A for the
                        fiscal  year  ending  December  31,  1996,  filed by the
                        Company on May 1, 1997).

            5.1         Opinion of counsel as to  legality of  securities  being
                        registered.

            23.1        Consent of counsel included in Exhibit 5.1 hereto.

            23.2        Consent of Larrowe & Company, PLC

            23.3        Consent of KMPG LLP.

            24.1        Power of Attorney (included on page II-7).


                                      II-9
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "INCENTIVE STOCK PLAN", "secsgml_size_bytes": 24361}]
{"company-data": {"conformed-name": "VALLEY FINANCIAL CORP /VA/", "cik": "0000921590", "assigned-sic": "6035", "irs-number": "541702380", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46488", "film-number": "727645"}, "business-address": {"street1": "36 CHURCH AVENUE SW", "city": "ROANOKE", "state": "VA", "zip": "24011", "phone": "5403422265"}, "mail-address": {"street1": "36 CHURCH AVENUE SW", "city": "ROANOKE", "state": "VA", "zip": "24001"}}
REGISTRATION NO. 333-_____

                                AS FILED WITH THE
                       SECURITIES AND EXCHANGE COMMISSION
                              ON SEPTEMBER 22, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    --------

                          VALLEY FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

            VIRGINIA                                             54-1702380
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                                 A. Wayne Lewis
               Executive Vice President & Chief Financial Officer
                          Valley Financial Corporation
                             36 Church Avenue, S.W.
                             Roanoke, Virginia 24011
                                 (540) 342-2265

               (address, including zip code, and telephone number,
                 including area code, of registrant's principal
                    executive offices and agent for service)

                          Valley Financial Corporation
                              Incentive Stock Plan

                                    Copy to:
                     Douglas W. Densmore and Hugh B. Wellons
                        Flippin, Densmore, Morse & Jessee
                                   Drawer 1200
                             Roanoke, Virginia 24006
                                 (540) 510-3000
CALCULATION OF REGISTRATION FEE
Title of Securities          Amount              Proposed            Proposed         Amount of
To be Registered              To be               Maximum             Maximum        Registration
                           Registered (1)      Offering  Price       Aggregate           Fee
                                               Per Share (2)      Offering Price
---------------------------------------------------------------------------------------------------
Common Stock,              103,950             $19.00             $1,975,050            $548.63
Par Value $.00             Shares (3)
Per Share

---------------------------------------------------------------------------------------------------
Common Stock,              60,732              $9.52              $  576,954            $160.27
Par Value $.00             Shares (4)
Per Share

---------------------------------------------------------------------------------------------------
(1)      Plus such indeterminate number of shares pursuant to Rule 416 as may be
         issued  in  respect  of  stock  splits,  stock  dividends  and  similar
         transactions.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) under the  Securities Act of 1933 the following
         basis:  (a) With  regard to the 103,950  shares to be issued  under the
         Valley Financial Corporation Incentive Stock Plan, on the last purchase
         of the common stock, as reported on the OTC Bulletin Board on September
         3, 2000;  (b) With regard to the 60,732 shares  pursuant to the options
         already  granted under certain  Stock Option  Agreements,  the exercise
         price on the date of the grant,  which was $9.50 per share, the trading
         price for the common stock on that date.

(3)      The  number  of  shares of common  stock  being  registered  represents
         103,950  shares of common  stock that may be issued on the date  hereof
         under  the  Valley  Financial  Corporation  Incentive  Stock  Plan (the
         "plan")  pursuant  to stock  options  issued or to be issued  under the
         plan.

(4)      The number of shares of common stock being registered represents 60,732
         shares of common stock subject to stock  options  issued to officers of
         the company as an award based on meeting certain  performance  criteria
         set forth in the executives'  respective employment agreements executed
         on December 19, 1996. Nonqualified options were issued on the terms set
         forth to the following individuals:

                   Ellis L. Gutshall                        A. Wayne Lewis
                   -----------------                        --------------

                   Number of    Exercise                  Number of     Exercise
           Date     Shares        Price          Date      Shares         Price
           ----     ------        -----          ----      ------         -----

         6/19/97    10,122        $9.52        6/19/97     20,244         $9.52
         6/18/98    10,122        $9.52        6/18/98     10,122         $9.52
         6/17/99    10,122        $9.52
PART I

ITEM 1.  PLAN INFORMATION.

         Not required to be filed with the Securities and Exchange Commission. A
copy of the plan and the relevant  Stock Option  Agreement  is  incorporated  by
reference as set forth in Exhibits 4.1 and 4.2 of Item 8 herein.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with the Securities and Exchange Commission.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Incorporated  herein by reference and made a part of this  Registration
Statement are the  following:  (1) Our Annual Report on Form 10-KSB for the year
ended December 31, 1999; (2) Our Proxy Statement on Schedule DEFS 14A filed with
the Commission on March 24, 2000;  (3) Our Quarterly  Reports on Form 10-QSB for
the quarters  ended  September 30, 1999,  March 31, 2000, and June 30, 2000; and
(4) Our Current  Reports on Form 8-K dated  January 28, 2000,  May 4, 2000,  and
September 4, 2000.

         All documents  subsequently  filed by the Company with the SEC pursuant
to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act of 1934 after the date
of this  Registration  Statement and prior to the  termination  of this offering
will be deemed to be  incorporated by reference into this prospectus and to be a
part hereof from the respective dates of filing of such documents. Any statement
contained  in any  document  incorporated  by  reference  shall be  deemed to be
modified or  superseded  for  purposes of this  prospectus  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.  All  information  appearing in this  prospectus is qualified in its
entirety by the information and financial  statements  (including notes thereto)
appearing in the documents  incorporated by reference,  except to the extent set
forth in the immediately preceding statement.

         We will provide without charge to each person who receives a prospectus
and asks us for it, a copy of the information  that is incorporated by reference
herein  (not  including  exhibits).  Requests  for such  information  should  be
directed to: Valley  Financial  Corporation,  36 Church Avenue,  S.W.,  Roanoke,
Virginia  24011;  Attention:  A. Wayne Lewis,  Executive  Vice President & Chief
Financial Officer. The Company's telephone number is: (540) 342-2265.

ITEM 4.  DESCRIPTION OF SECURITIES.

                           Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                           Not applicable.

                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Virginia  Stock  Corporation  Act (the  "VSCA"),  provides for the
indemnification  of  a  Company's   directors  and  officers  in  a  variety  of
circumstances,  which may  include  indemnification  for  liabilities  under the
Securities  Act of 1933.  Under  sections  13.1-697  and 13.1-704 of the VSCA, a
Virginia  corporation  generally is  authorized  to indemnify  its directors and
officers in civil or criminal  actions if they acted in good faith and  believed
their conduct to be in the best interests of the corporation and, in the case of
criminal  actions,  had no  reasonable  cause to believe  that the  conduct  was
unlawful.  The Company's  Articles of Incorporation  require  indemnification of
directors and officers with respect to certain  liabilities,  expenses and other
amounts imposed upon them by reason of having been a director or officer, except
in the case of willful  misconduct  or a knowing  violation of criminal law. The
Company  maintains a policy of insurance  under which the directors and officers
of the company are insured, subject to the limits of the policy, against certain
losses arising from claims made against such directors and officers by reason of
any acts or omissions  covered under such policy in their respective  capacities
as directors and officers.  In addition,  the VSCA eliminates the liability of a
director or officer of the Company in a stockholder  or  derivative  proceeding.
This elimination of liability will not apply in the event of willful  misconduct
or a knowing  violation of the  criminal law or any federal or state  securities
law.  Sections  13.1-692.1 and 13.1-696-704 of the VSCA are hereby  incorporated
herein by reference.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.    EXHIBITS.

         4.1      Form of Stock  Certificate  filed as an exhibit to Form S-1/A,
                  Reg. No. 333-77568.

         4.2      Incentive Stock Plan.

         4.3      Form  of  Stock  Option  Agreement   (incorporated  herein  by
                  reference to Exhibit No. 10.4 of Form  10-KSB/A for the fiscal
                  year ending December 31, 1996,  filed by the Company on May 1,
                  1997).

         5.1      Opinion  of  counsel  as  to  legality  of  securities   being
                  registered.

         23.1     Consent of counsel included in Exhibit 5.1 hereto.

         23.2     Consent of Larrowe & Company, PLC.

         23.3     Consent of KPMG LLP.

         24.1     Power of Attorney (included on page II-7).

                                      II-2
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 the  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 the Registration
Statement;

                (iii) To include any  material  information  with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the 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 of 1933,  each  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;  and each  filing  of the  registrant's  annual  report
pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934 that
is incorporated by reference in the registration statement 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)  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  Commission  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 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.

                                      II-3
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant 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 the City of Roanoke,  Commonwealth of Virginia, on the 21st
day of September, 2000.

                           VALLEY FINANCIAL CORPORATION
By:  /s/ Ellis L. Gutshall*                          By:  /s/ A. Wayne Lewis*
     -------------------------------------                ---------------------------------------
      Ellis L. Gutshall                                       A. Wayne Lewis

      President & Chief Executive Officer            Executive Vice President & Chief Financial
      (Principal Executive Officer)                  Officer (Principal Financial and Accounting
                                                     Officer)

SIGNATURE                                   TITLE                                                DATE
---------                                   -----                                                ----

/s/ Ellis L. Gutshall*                      President & Chief Executive Officer         September 21, 2000
------------------------------------        and director
Ellis L. Gutshall

/s/ A. Wayne Lewis*                         Executive Vice President, Chief             September 21, 2000
------------------------------------        Operating Officer, Chief Financial
A. Wayne Lewis                              Officer (Principal Financial Officer)

                                            Director                                    September 21, 2000
------------------------------------
Abney S. Boxley, III

/s/ William D. Elliot*                      Director                                    September 21, 2000
------------------------------------
William D. Elliot

                                                    II-4
/s/ Mason Haynesworth*                      Director                                    September 21, 2000
------------------------------------
Mason Haynesworth

/s/ Eddie F. Hearp*                         Director                                    September 21, 2000
------------------------------------
Eddie F. Hearp

/s/ Anna L. Lawson*                         Director                                    September 21, 2000
------------------------------------
Anna L. Lawson

/s/ Barbara B. Lemon*                       Director                                    September 21, 2000
------------------------------------
Barbara B. Lemon

                                            Director                                    September 21, 2000
------------------------------------
George W. Logan

/s/ John W. Starr*                          Director                                    September 21, 2000
------------------------------------
John W. Starr

/s/ Ward W. Stevens*                        Director                                    September 21, 2000
------------------------------------
Ward W. Stevens

/s/ Michael F. Warner*                      Director                                    September 21, 2000
------------------------------------
Michael E. Warner

*Executed by Power of Attorney, found at Exhibit 24.1.

                                                    II-5
The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other  persons who  administer  the plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Roanoke,  Commonwealth of Virginia, on the 21st
day of September, 2000.

VALLEY FINANCIAL CORPORATION INCENTIVE STOCK PLAN

                                  By: /s/ Abney S. Boxley, III
                                     ----------------------------------------
                                        Abney S. Boxley, III
                                  Its:  Chairman, Human Relations Committee

                                      II-6
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:

                  Registration   Statement  on  Form  S-8  with  respect  to  an
                  aggregate  of  164,682  shares  of Valley  Common  Stock to be
                  issued  pursuant to Valley's  Incentive Stock Plan and certain
                  stock  option  agreements  with  Valley  executives,  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.

         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/ Ellis L. Gutshall                       President & Chief Executive Officer         September 21, 2000
------------------------------------        (Principal Executive Officer) and
Ellis L. Gutshall                           director

/s/ A. Wayne Lewis                          Executive Vice President, Chief             September 21, 2000
------------------------------------        Operating Officer, Chief Financial
A. Wayne Lewis                              Officer (Principal Financial and
                                            Accounting Officer)

                                            Director                                    September 21, 2000
------------------------------------
Abney S. Boxley, III

 /s/ William D. Elliot                      Director                                    September 21, 2000
------------------------------------
William D. Elliot

/s/ Mason Haynesworth                       Director                                    September 21, 2000
------------------------------------
Mason Haynesworth

/s/ Eddie F. Hearp                          Director                                    September 21, 2000
------------------------------------
Eddie F. Hearp

                                                    II-7
/s/ Anna L. Lawson                          Director                                    September 21, 2000
------------------------------------
Anna L. Lawson

/s/ Barbara B. Lemon                        Director                                    September 21, 2000
------------------------------------
Barbara B. Lemon

                                            Director                                    September 21, 2000
------------------------------------
George W. Logan

/s/ John W. Starr                           Director                                    September 21, 2000
------------------------------------
John W. Starr

/s/ Ward W. Stevens                         Director                                    September 21, 2000
------------------------------------
Ward W. Stevens

/s/ Michael E. Warner                       Director                                    September 21, 2000
------------------------------------
Michael E. Warner
II-8
Exhibit Index

      Exhibit Number    Description
      --------------    -----------

            4.1         Form of Stock  Certificate  filed as an  exhibit to Form
                        S-1/A, Reg. No. 333-77568.

            4.2         Incentive Stock Plan.

            4.3         Form of Stock Option Agreement  (incorporated  herein by
                        reference  to Exhibit No. 10.4 of Form  10-KSB/A for the
                        fiscal  year  ending  December  31,  1996,  filed by the
                        Company on May 1, 1997).

            5.1         Opinion of counsel as to  legality of  securities  being
                        registered.

            23.1        Consent of counsel included in Exhibit 5.1 hereto.

            23.2        Consent of Larrowe & Company, PLC

            23.3        Consent of KMPG LLP.

            24.1        Power of Attorney (included on page II-7).

                                      II-9