UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
AMENDMENT NO. 2
SCHEDULE 13D
Under
THE SECURITIES EXCHANGE ACT OF 1934
_____________________
VALLEY FINANCIAL CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
919629105
(CUSIP Number)
_______________________
Mr. A. Wayne Lewis
Executive Vice President and Chief Operating Officer
Valley Financial Corporation
36 Church Ave., S.W.
Roanoke, VA 24011
(540) 342-2265
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
______________________
November 4, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 1 8 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act.
CUSIP No.919629105
- - ----------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos.
of Above Person
George W. Logan SS# ###-##-####
- - -----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [X]
- - -----------------------------------------------------------------------
(3) SEC Use Only
- - -----------------------------------------------------------------------
(4) Source of Funds (See Instructions)
PF
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(5) Check if Disclosure of Legal Proceedings [ ]
is Required Pursuant to Items 2(d) or 2(e)
- - -----------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- - -----------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 86,000 shares
by Each Reporting (8) Shared Voting
Person With Power 0 shares
(9) Sole Dispositive
Power 86,000 shares
(10) Shared Dispositive
Power 0 shares
- - -----------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 86,000 shares
- - -----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row [ ]
(11) Excludes Certain Shares (See Instructions)
- - -----------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row(11)
8.92%
- - -----------------------------------------------------------------------
(14) Type of Reporting Person (See
Instructions)
IN
- - ----------------------------------------------------------------------
ITEM 1. Security and Issuer
The class of securities to which this statement relates is Common
Stock, no par value, of Valley Financial Corporation ("VFC"), a
corporation organized under the laws of Virginia and registered under
the Bank Holding Company Act of 1956, as amended. VFC's address is
36 Church Ave., S.W., Roanoke, Virginia 24011. VFC's Common Stock is
registered under Section 12(g) of the Securities Exchange Act of 1934,
effective June 25, 1996.
ITEM 2. Identity and Background
This statement is being filed by George W. Logan. Mr. Logan is
Chairman of Warsaw Industrial Centers I, 310 First Street, S.W.,
Roanoke, Virginia 24011, which is engaged in the development and
leasing of state of the art commercial distribution warehouses in
Warsaw, Poland, since December 1992. Mr. Logan's residence address
is 300 Pine Street, Salem, Virginia 24153. Mr. Logan is a citizen
of the United States.
Mr. Logan has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). Further, Mr. Logan has not, during the last five years
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in Mr. Logan being
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
All shares of Common Stock of VFC beneficially owned by Mr. Logan
were acquired with Mr. Logan's personal funds. No part of the purchase
price is or has been represented by funds borrowed or otherwise
obtained for the purpose of holding, trading or voting the securities.
ITEM 4. Purpose of Transaction
The shares of Common Stock of VFC beneficially owned by Mr. Logan
were acquired pursuant to VFC's initial public offering, which closed
on July 14, 1995, in open market transactions conducted since that
date through Scott & Stringfellow, Inc., a registered broker-dealer
which is a market maker for VFC Common Stock, and in two privately
negotiated transactions. Mr. Logan is Chairman of the Board of
Directors of VFC and its wholly owned subsidiary, Valley Bank, N.A.,
and such shares are being held for investment purposes.
ITEM 5. Interest in Securities of the Issuer
(a) Mr. Logan is the beneficial owner of 86,000 shares of VFC
Common Stock, which represent approximately 8.92% of VFC's issued and
outstanding Common Stock.
(b) Mr. Logan has sole voting power and sole dispositive power with
respect to all such 86,000 shares of VFC Common Stock of which he is
the beneficial owner.
(c) Mr. Logan has had the following transactions in VFC Common Stock
during the past sixty days: (i) 500 shares purchased at $10.00 per
share on September 13, 1996; and (ii) 500 shares purchased at $9.75 per
share on November 4, 1996. The first purchase of 500 shares on
September 13, 1996, was a privately negotiated transaction. The second
purchase of 500 shares on November 4, 1996, was made in the open market
through Scott & Stringfellow, Inc., a registered broker-dealer which is
a market maker for VFC Common Stock.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None.
ITEM 7. Material to Be Filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
November 7, 1996 /S/George W. Logan
Date
