Item 2.02. Results of Operations and Financial Condition.

On January 31, 2013, Valley Financial Corporation (the "Company"), the holding company for Roanoke, VA-based Valley Bank, issued a press release regarding its earnings for the year ended December 31, 2012. The press release is filed as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Also on January 31, 2013, the Board of Directors authorized an amendment to the Company's Bylaws. The amendment will revise Section 4.1 of the Bylaws to allow for greater flexibility in using facsimile signatures on stock certificates. The amendment will become effective February 1, 2013.

The text of the amendment to the Bylaws is attached as Exhibit 3.1 to this report.

Item 8.01 Other Events.

Also on January 31, 2013, the Company announced the declaration of a quarterly cash dividend payable on March 1, 2013 to common shareholders of record on February 15, 2013.

The Company's common stock is traded on the NASDAQ Capital Market under the symbol VYFC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
3.1 Amendment to the Bylaws of the Company
99.1 Press Release dated January 31, 2013.

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