UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 3
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)
________________________
February 20, 1997
(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 [ ].
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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
W. Jackson Burrows 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
- -----------------------------------------------------------------------
(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
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Number of Shares
Beneficially Owned (7) Sole Voting
by Each Reporting Power 33,500 shares
Person With (8) Shared Voting
Power 14,000 shares
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(9) Sole Dispositive
Power 33,500 shares
(10) Shared Dispositive
Power 14,000 shares
- ----------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 47,500 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)
4.9%
- ----------------------------------------------------------------------
(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 W. Jackson Burrows. Mr. Burrows
is Executive Vice President of Virginia Construction Supply, 2010 Apperson
Drive, Salem, Virginia 24153, a distributor of construction products to
commercial and highway contractors. Mr. Burrows= residence address is
325 Willow Oak Drive, Roanoke, Virginia, 24014. Mr. Burrows is a citizen
of the United States.
Mr. Burrows has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Further, Mr. Burrows 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. Burrows 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.
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ITEM 3. Source and Amount of Funds or Other Consideration
All shares of Common Stock of VFC beneficially owned by Mr. Burrows
were acquired with Mr. Burrows' 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. Burrows
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 one privately
negotiated transaction. Mr. Burrows is a director 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. Burrows is the beneficial owner of 49,500 shares of VFC
Common Stock, which represent approximately 4.9% of VFC's issued and
outstanding Common Stock.
(b) Mr. Burrows has sole voting power and sole dispositive power
with respect to 33,500 shares of VFC Common Stock of which he is the
beneficial owner, and shared voting power and shared dispositive
power with respect to 14,000 shares of VFC Common Stock of which he is
the beneficial owner.
(c) Mr. Burrows has had the following transactions in VFC Common
Stock during the past sixty days: (i) 1,000 shares purchased at $10.00
per share on December 27, 1996, in a privately negotiated transaction
with an individual owner of the shares.
(d) Not applicable.
(e) Mr. Burrows ceased to be the beneficial owner of more than
five percent of VFC Common Stock on February 20, 1997. On that date,
Mr. Burrows' daughter, Jennie Hall Burrows, was no longer living at home
or dependent on Mr. Burrows for financial support.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
None.
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ITEM 7. Material to Be Filed as Exhibits
None.
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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.
February 25, 1997 /S/W. Jackson Burrows
(Date)
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