UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

VIRGINIA FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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Notes:

March 23, 2001

Dear Shareholder:

The Annual Meeting of Shareholders of Virginia Financial Corporation will be
held Monday, April 23, 2001, at 7:30 p.m. local time. The meeting will be held
at the Main Office of Planters Bank & Trust Company of Virginia, located at 24
South Augusta Street, Staunton, Virginia.

Included with this letter are several very important items which you should take
time to review. These items are:

1. Notice of Annual Meeting of Shareholders,
2. Proxy Statement,
3. PROXY,
4. The Corporation's 2000 Annual Report.

We hope you will attend this meeting; however, if you cannot, we would
appreciate your completing the enclosed PROXY and returning it in the envelope
provided. Even if you plan to attend, it would be helpful if you would sign and
return the PROXY so that we can be assured of a quorum for the meeting. When
registering, you may revoke your PROXY in order to vote in person.

Your support during 2000 is evidenced in the Corporation's continued growth. We
appreciate your efforts and look forward to 2001.

Very truly yours,

/s/ Harry V. Boney, Jr.

Harry V. Boney, Jr.
President

Enclosures

VIRGINIA FINANCIAL CORPORATION
24 SOUTH AUGUSTA STREET
P. O. DRAWER 1309
STAUNTON, VIRGINIA 24402-1309

NOTICE OF 2001 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 2001

To the Shareholders of Virginia Financial Corporation:

Notice is hereby given that the 2001 Annual Meeting of Shareholders of Virginia
Financial Corporation will be held at the Main Office of Planters Bank & Trust
Company of Virginia, located at 24 South Augusta Street, Staunton, Virginia on
Monday, April 23, 2001 at 7:30 p.m., local time, for the following purposes:

1. To elect six directors of the Corporation to serve for a term of one
year until the next annual meeting of shareholders or until their
successors are elected and qualified.

2. For the transaction of such other business as may properly be brought
before the meeting.

The Board of Directors has fixed the close of business on March 16, 2001 as the
date of record for the determination of shareholders entitled to notice of, and
to vote at, the 2001 Annual Meeting of Shareholders and any adjournment or
adjournments thereof.

There is included herewith a Proxy Statement to which your attention is
directed, together with the Corporation's 2000 Annual Report. It is the intent
of management to mail the proxy materials on March 23, 2001.

By order of the Board of Directors,

/s/ Harry V. Boney, Jr.

Harry V. Boney, Jr.
President
March 23, 2001

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN,
DATE AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE RETURN ENVELOPE PROVIDED. IF
YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.

VIRGINIA FINANCIAL CORPORATION
24 SOUTH AUGUSTA STREET
P.O. DRAWER 1309
STAUNTON, VIRGINIA 24402-1309

PROXY STATEMENT

2001 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 2001

It is the intent of management to mail this Proxy Statement on March 23, 2001.
This statement is furnished in connection with the solicitation of proxies to be
used at the 2001 Annual Meeting of Shareholders of Virginia Financial
Corporation to be held at the Main Office of Planters Bank & Trust Company of
Virginia located at 24 South Augusta Street, Staunton, Virginia, on Monday,
April 23, 2001 at 7:30 p.m., local time.

Revocation and Voting of Proxies

Execution of a proxy will not affect a shareholder's right to attend the Annual
Meeting and to vote in person. Any shareholder who has executed and returned a
proxy may revoke it by attending the Annual Meeting and requesting to vote in
person. A shareholder may also revoke his proxy at any time before it is
exercised by filing a written notice with the Corporation or by submitting a
proxy bearing a later date. Proxies will extend to, and will be voted at, any
properly adjourned session of the Annual Meeting. If a shareholder specifies how
the proxy is to be voted with respect to any proposals for which a choice is
provided, the proxy will be voted in accordance with such specifications. If a
shareholder fails to specify with respect to such proposals, the proxy will be
voted FOR proposal 1, as set forth in the accompanying notice and further
described herein.

Voting Rights of Shareholders

Only those shareholders of record at the close of business on March 16, 2001 are
entitled to notice of and to vote at the Annual Meeting, or any adjournments
thereof. The number of shares of common stock of the Corporation outstanding and
entitled to vote at the Annual Meeting is 3,979,483. The Corporation has no
other class of stock outstanding. A majority of the votes entitled to be cast,
represented in person or by proxy, will constitute a quorum for the transaction
of business. Each share of the Corporation's common stock entitles the record
holder thereof to one vote upon each matter to be voted upon at the Annual
Meeting.

With regard to the election of directors, votes may be cast in favor or
withheld. If a quorum is present, the nominees receiving a plurality of the
votes cast at the Annual Meeting will be elected directors; therefore, votes
withheld will have no effect.

Thus, although abstentions and broker non-votes (shares held by customers which
may not be voted on certain matters because the broker has not yet received
specific instructions from the customer) are counted

for purposes of determining the presence or absence of a quorum for the
transaction of business, they are generally not counted for the purposes of
determining whether such proposals have been approved and therefore have no
effect.

Solicitation of Proxies

The cost of solicitation of proxies will be borne by the Corporation.
Solicitations will be made only by the use of the mails, except that officers
and regular employees of the Corporation and Planters Bank & Trust Company of
Virginia (the "Bank") may make solicitations of proxies by telephone, telegram,
special letter, or by special call, acting without compensation other than
regular compensation. It is contemplated that brokerage houses and other
nominees, custodians, and fiduciaries will be requested to forward the proxy
soliciting material to the beneficial owners of the stock held of record by such
persons, and the Corporation will reimburse them for their charges and expenses
in this connection.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 23, 2001, the number and
percentage of shares of common stock held by persons known by the Corporation to
be owners of more than 5% of the Corporation's common stock, the executive
officers named in the "Summary Compensation Table," and all directors and
executive officers as a group.

Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
- ----- --------------- -------------------- -----

Common Carlyle Van D. Cochran 271,816 Direct 6.8
8205 Kerry Road
Chevy Chase, Maryland 20815

Common Mocomp, Inc. 279,672 Direct/(1)/ 7.0
P.O. Box 920
Verona, Virginia 24482

Common William P. Heath, Jr. 2,446/(2)/ *
5 Trace Drive
Staunton, Virginia 24401

Common Fred D. Bowers 9,100/(3)/ *
76 Apple Jack Lane
Staunton, Virginia 24401

Common Thomas A. Davis 1,600/(4)/ *
300 Rainbow Drive
Staunton, Virginia 24401

All directors and executive
officers as a group
(9 persons) 76,464 1.9

- ---------------
(1) Two Percent (2%) of the voting common stock and One Hundred Percent (100%)
of the non-voting common stock of Mocomp, Inc. is owned by a Trust Under
Agreement dated January 10, 1992; P. W. Moore, Trustor and P. W. Moore,
Jr., Dorothy B. Moore and Benham M. Black, Trustees; Mocomp, Inc. owns
279,672 shares of the Corporation's Common stock. The reporting of such
shares is not to be construed as an admission of beneficial ownership by
the listed trustees.
(2) 296 shares are registered in spouse's name. The reporting of such shares is
not to be construed as an admission of beneficial ownership.
(3) 8,100 shares are registered in spouse's name. The reporting of such shares
is not to be construed as an admission of beneficial ownership.
(4) 800 shares are registered in spouse's name and 800 shares are registered in
the name of trustees. The reporting of such shares is not to be construed
as an admission of beneficial ownership.
* Less than 1%; based on total outstanding shares of 3,979,483 shares as of
date of this Proxy Statement.

ITEM 1

CANDIDATES FOR DIRECTORS;
ELECTION OF DIRECTORS

In accordance with the Corporation's Bylaws, the Board of Directors has the
power to fix the number of directors of the Corporation at not less than five
(5) nor more than fifteen (15). The Board has adopted a resolution setting the
number of directors to be elected at this Annual Meeting at six (6) and
recommending that the persons listed below be elected as directors to serve
until the next Annual Meeting and until their successors are duly elected and
qualify. The Board of Directors has no reason to believe that the persons named
will not be available, but in the event a vacancy among the nominees occurs
prior to the meeting, the proxy will (unless otherwise directed thereon) be
voted either for less than six (6) as the number of directors to be elected or
for a substitute nominee or nominees designated by the Board of Directors, and
for the remaining nominees.

Number of Shares
Served as Principal Beneficially Owned as of
Director Occupation During March 16, 2001
Name (Age) Since/(1)/ Past Five Years/(2)/ (Percent of Class)/(3)/
- ---------- ---------- ------------------- -----------------------

Lee S. Baker, (50) 1984 Vice-Chairman of the 22,156/(4)/
Board of the Bank; *
Owner - Manager,
Staunton Tractor, Inc.

Benham M. Black, (66) 1969 Attorney-at-Law, 19,572/(5)/
Black, Noland & Read, P.L.C. *

Harry V. Boney, Jr., (67) 1975 Chairman of the Board and 18,640/(6)/
President of the Corporation, *
President of the Bank

Jan S. Hoover, (44) 1995 Vice President and Treasurer, 1,100/(7)/
Arehart Associates, Ltd. *

Martin F. Lightsey, (58) 1995 President and CEO, 1,050
Specialty Blades, Inc. *

James S. Quarforth, (46) 1995 Chairman, CEO and Director, 800
nTelos, Inc. *

All directors and executive 76,464
officers as a group 1.9%
(9 persons)

* Less than 1.0%; based on total outstanding shares of 3,979,483 shares as of
date of this Proxy Statement.
(1) Dates reference when nominee became a director of the Bank, except that Mr.
Black became a director of Augusta Bank and Trust Company, a predecessor of
the Bank, in 1971.
(2) Mr. Black was Chairman of the Board of the Bank from April 13, 1994 to
April 26, 1999, was Vice Chairman of the Bank from April 1984 to April 12,
1994, and was Chairman of the Board of the Corporation from September 27,
1996 to April 26, 1999; Mr. Boney was the President of the Bank from
January 14, 1976 to December 31, 1996 and from February 23, 2001 and
President of the Corporation from September 27, 1996 to December 31, 1997.
(3) For purposes of this table, beneficial ownership has been determined in
accordance with the provision of Rule 13d-3 of the Securities Exchange Act
of 1934 under which, in general, a person is deemed to be the beneficial
owner of a security if he has or shares the power to vote or direct the
voting of the security or the power to dispose of or direct the disposition
of the security, or if he has the right to acquire beneficial ownership of
the security within sixty days.
(4) 17,192 shares are registered in the name of corporations; 1000 shares are
registered in spouse's name;the reporting of such shares is not to be
construed as an admission of beneficial ownership.
(5) 200 shares are registered in spouse's name and 18,358 are registered in the
names of trustees. The reporting of such shares is not to be construed as
an admission of beneficial ownership; in addition, Mr. Black is a trustee
for Mocomp, Inc., which owns 279,672 shares of the Corporation's common
stock. The reporting of such shares is not to be construed as an admission
of beneficial ownership by the listed trustees, and none of these shares
are reflected in this table.
(6) 300 shares are registered in spouse's name and 15,500 shares are registered
in the name of trustees; the reporting of such shares is not to be
construed as an admission of beneficial ownership.
(7) 300 shares are registered in child's name; the reporting of such shares is
not to be construed as an admission of beneficial ownership.

Committees of the Corporation and Its Subsidiary

Report of Audit Committees

Virginia Financial Corporation Audit Committee. The Corporation's Board of
Directors currently has an Audit Committee consisting of three independent
directors as defined by the National Association of Security Dealers' listing
standards: Lee S. Baker, Jan S. Hoover, and James S. Quarforth. During the
fiscal year 2000 the Audit Committee of the Board of Directors developed a
charter for the Committee, which was approved by the full Board of Directors on
November 21, 2000. The text of the charter is attached as Appendix A to this
Proxy Statement.

The Audit Committee's primary responsibility falls into three broad categories.

(1) The Committee is charged with monitoring the preparation of
quarterly and annual financial reports prepared by the Company's
management, including discussion with management and the
Company's outside auditors about financial statements, key
accounting practices, and reporting.

(2) The Committee is responsible for matters concerning the
relationship between the Company and its outside auditors,
including recommending their appointment or removal, reviewing
the scope of their audit services and related fees, as well as
any other services being provided to the Company, also
determining if the outside auditors are independent (based in
part on the annual letter provided to the Company pursuant to
Independent Standards Board Standard No. 1).

(3) The Committee oversees management's implementation of effective
systems of internal controls, including review of policies
relating to legal and regulatory compliance, ethics and conflicts
of interests; and review of the activities and recommendations of
the Company's internal auditing program.

In overseeing the preparation of the Company's financial statements, the
Committee met with management and outside auditors to review and discuss all
financial statements prior to their issuance and discussed any specific
accounting issues. Management has advised the Committee that all financial
statements were prepared in accordance with generally accepted accounting
principles, and the Committee discussed the statements with both management and
the outside auditors. The Committee's review included discussion with the
outside auditors of matters required to be discussed pursuant to Statement of
Auditing Standards No. 61 (Communication with Audit Committee).

With respect to the Company's outside auditors, the Committee, discussed with
Yount, Hyde & Barbour, P.C. along with other things, matters relating to its
independence, including the disclosures made to the Committee as required by the
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees).

The Committee continues to monitor the scope and adequacy of the Company's
internal auditing program including proposals for adequate staffing and to
strengthen internal procedures and controls where appropriate.

On the basis of these reviews and discussions, the Committee recommended to the
Board of Directors that the Board approve the inclusion of the Company's audited
financial statements in the Company's Annual Report and Form 10-K for the year
ended December 31, 2000 for filing with the Securities and Exchange Commission.

Audit Committee. The Bank also has an Audit Committee consisting of three
directors: Harry V. Boney, Jr., Benham M. Black, and Lee S. Baker. This
Committee of the Board assists in establishing the scope and detail of the
continuous audit program and loan review, which is conducted by the internal
audit department to monitor compliance of policies and procedures, which
safeguard assets and records of the Bank. The Audit Committee of the Company
held one meeting and the Audit Committee of the Bank held five meetings during
2000.

The Company paid to the auditing firm of Yount, Hyde & Barbour, P.C., for the
year 2000, $46,127 for the audit of the Company's annual financial statements
and for the review of the quarterly financial statements included on Form 10-Q.
There was no work performed by the independent outside auditors for
informational system services. The Company paid Yount, Hyde & Barbour, P.C.
$17,252 for other services for the year ended December 31, 2000.

The foregoing report has been furnished by Committee members Baker, Hoover and
Quarforth.

Personnel and Salary Committee. The Bank's Salary Committee consists of three
directors: Jan S. Hoover, Chairman, Lee S. Baker, and Harry V. Boney, Jr. The
Personnel and Salary Committee provides overall guidance to salary compensation
of all personnel. The committee reviews salary administration, as necessary,
including evaluation, salary grades and ranges, salary surveys, and recommends
to the Board of Directors salary changes when needed. During 2000, the
committee held two meetings.

Compensation Committee Interlocks and Insider Participation

No member of the Bank's Personnel and Salary Committee is or has been an
employee of the Corporation or the Bank, except Harry V. Boney, Jr. Mr. Boney
was President of the Bank from January 14, 1976 to December 31, 1996 and
President of the Corporation from September 27, 1996 to December 31, 1997. Mr.
Boney currently serves as Chairman of the Board of Directors of the Corporation.
Effective February 23, 2001, Mr. Boney was appointed Interim President of the
Corporation and the Bank. None of the Corporation's or the Bank's executive
officers has served on the board of directors of any Corporation of which a
member of the committee is an employee.

Other Transactions With Management

The Corporation has had, and expects to have in the future, transactions in the
ordinary course of business with a number of its directors, officers, principal
shareholders and their associates on substantially the same terms, including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others and do not involve more than the normal risk
of collectibility or present other unfavorable features.

During 2000, the highest aggregate extension of credit to directors, officers,
principal shareholders and their associates as a group amounted to $1,015,315
which is 1.99% of the equity capital of the Corporation, and the outstanding
balances of these credits as of December 31, 2000 amounted to $822,981 which is
1.62% of the equity capital of the Corporation.

During 2000, there were no extensions of credit to a director, officer,
principal shareholder and/or their associates which exceeded 10% of the
Corporation's capital.

Directors' Fees And Attendance

During 2000, directors were paid fees at the rate of $375 for attendance at each
regular meeting and each special meeting of the Board of Directors and $130 for
each committee meeting. Directors are also paid an annual fee of $2,325. The
total Directors' fees paid for 2000 were $34,087. The Chairman of the Board was
paid a monthly retainer fee of $260. Total Chairman fees paid for 2000 were
$3110. Full-time salaried officers of the Corporation were not paid for
attendance at any Board of Directors meeting.

During 2000, there were 12 meetings of the Board of Directors and each nominee
attended more than 75% of the meetings, with the exception of James S. Quarforth
who attended 58.3% of the meetings.

The average attendance of all nominees at Board of Directors meetings was 90.3%.

Transactions In Which Directors Have An Interest

During the year 2000, the Corporation paid $78,582 for legal services to the
firm of Black, Noland and Read, P.L.C., of which Mr. Black is a member.

During 2000, the Corporation paid $156,996 to Insurance Partners of Virginia,
for various insurance coverages. H. C. Stuart Cochran, Chairman of the Board and
a director of Planters Bank & Trust Company of Virginia, is Vice President and
Treasurer of Insurance Partners of Virginia.

EXECUTIVE COMPENSATION

The table below sets forth information concerning the annual compensation earned
by the executive officers of the Bank. Since the Corporation was formed as the
Bank's holding company effective January 2, 1997, the amounts reflected below
related to compensation earned as an officer of the Bank for each of the three
years listed. However, the individuals' current positions are reflected in the
principal positions listed.

SUMMARY COMPENSATION TABLE

Annual Compensation
- -------------------

Name and
Principal All Other
Position Year Salary($) Bonus($) Compensation($)/(1)/
- -------- ---- --------- -------- --------------------

William P. Heath, Jr. 2000 162,000 10,562 26,419
President of the Corporation 1999 155,000 5,961 23,897
and President of the Bank 1998 142,000 11,318 23,581

Fred D. Bowers 2000 102,260 5,089 28,016
Secretary/Treasurer of the 1999 98,136 3,760 19,267
Corporation and Executive Vice 1998 94,000 7,492 19,663
President and Chief Financial
Officer of the Bank

Thomas A. Davis 2000 93,040 4,360 20,031
Senior Trust Officer 1999 89,856 3,436 16,773
of the Bank 1998 85,890 6,846 16,626

________________
(1) This amount represents the cost of the following benefits for the named
officer. Medical insurance, disability insurance, life insurance and
retirement are provided for all full-time employees. Amounts of life
insurance are based on individual salary levels for all employees except
officers with the title of vice president or above and trust officer or
above. These officers receive part term life and part whole life based on
individual salary levels. All full-time employees who meet the minimum age
requirement of 20 1/2 years of age participate in a defined contribution
retirement plan based on total compensation.

Personnel and Salary Committee Report On Executive Compensation

The Personnel and Salary Committee of the Board of Directors of the Bank has
furnished the following report on executive compensation.

The committee has developed and implemented compensation policies and plans
which seek to enhance the profitability of the Corporation and maximize
shareholder value by aligning closely the financial interests of its Senior
Officers with those of its Shareholders. The policies are designed to provide
competitive levels of compensation to attract and retain corporate officers and
key employees with outstanding abilities and to motivate them to perform to the
full extent of their abilities. The policies provide for both annual salaries
and participation in an incentive compensation plan with all other employees of
the Corporation.

The Board Of Directors sets base salaries at levels competitive with amounts
paid to senior executives with comparable qualifications, experience and
responsibilities after comparing salary ranges of similarly sized banks located
in Virginia. The Virginia Bankers Association Salary Survey of Virginia Banks is
used for comparison of salaries paid for similar positions and responsibilities.
The annual and incentive compensation is also closely tied to the Corporation's
success in achieving significant financial performance goals.

The Board of Directors approves the Chief Executive Officer's annual salary
based on the compensation data from selected peer banks and its assessment of
both the Chief Executive Officer's past performance and expected future
contributions in leading the Corporation. In addition to the internal measures
above, the Board of Directors also reviews the financial performance of the
Corporation in relation to peer group averages and predetermined goals set by
the Board of Directors. A subjective approach is used in its evaluation of these
factors and therefore does not rely on a formula or weights of specific factors.

The incentive compensation plan, which includes all employees of the
Corporation, stresses rewards for achievement of financial goals set each year.
This program rewards employees for producing higher income, reducing costs and
providing customers with excellent service. During 2000, a portion of the
incentive compensation was awarded on a group, or cost center basis upon the
achievement of specific goals. The Board of Directors approved the remaining
portion of the incentive compensation, which was allocated pro rata to all
employees based on their earnings.

The foregoing report has been furnished by Committee members Baker, Boney and
Hoover.

SHAREHOLDER RETURN

Management provides below a line graph which compares the Corporation's
shareholder return to the returns of the NASDAQ stock index and to the returns
of The Carson Medlin Company's Independent Bank Index (IBI), an index of 23
financial institutions located in Alabama, Florida, Georgia, North Carolina,
South Carolina, Tennessee, Virginia and West Virginia, as calculated by The
Carson Medlin Company, Investment Bankers. The total five year return was
calculated for each of the institutions in the peer group taking into
consideration changes in stock price, cash dividends, stock dividends, and stock
splits since December 31, 1995. The individual results were then weighted by the
market capitalization of each institution in the survey relative to the entire
peer group.

[GRAPH]

1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----

VIRGINIA FINANCIAL CORPORATION 100 124 143 172 208 169
INDEPENDENT BANK INDEX 100 128 193 204 185 191
NASDAQ INDEX 100 123 151 213 395 238

Specifically, this graph was created by comparing the percentage change in stock
prices for the Corporation and both indices on a year to year basis, looking
only at the closing price of the stock as of December 31 of each year surveyed.
Accordingly, this graph may be affected by unusually high or low prices at
December 31, 1995 or by temporary swings in stock price at December 31 of a
given year.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors, executive officers and 10%
beneficial owners of the Company's Common Stock to file reports concerning their
ownership of Common Stock. The Company believes that its officers and directors
complied with all filing requirements under Section 16(a) of the Securities
Exchange Act of 1934 during 2000.

INDEPENDENT PUBLIC ACCOUNTANTS

Yount, Hyde & Barbour, P.C. served as the Corporation's principal independent
certified public accountants for the fiscal year ended December 31, 2000. No
company has been selected by the Board of Directors to act as the Corporation's
independent certified public accountants for the current fiscal year. The Board
will make this decision later in the year. A representative of Yount, Hyde &
Barbour, P.C. will be present at the Annual Meeting of Shareholders and will be
given the opportunity to make a statement and respond to appropriate questions
from the shareholders.

OTHER MATTERS

Management knows of no other matter to be presented for consideration at the
meeting by management or by shareholders, other than matters described herein.
If any other matters shall properly come before the meeting, it is the intention
of the persons named in the accompanying proxy to vote thereon in the interest
of the Corporation according to their best judgment.

INFORMATION RELATING TO SHAREHOLDER PROPOSALS

In the event shareholders of the Corporation intend to make any proposals to be
presented at the next Annual Meeting of Shareholders of the Corporation to be
held on or about April 22, 2002, such proposals must be received at the
Corporation's principal executive offices located at 24 South Augusta Street,
Staunton, Virginia 24401, by January 9, 2002, in order for such proposals to be
included in the Corporation's proxy statement and form of proxy relating to such
meeting.

AVAILABILITY OF FORM 10-K

ON OR ABOUT MARCH 31, 2001, THE CORPORATION WILL FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION AN ANNUAL REPORT (FORM 10-K) FOR THE YEAR 2000. THE
CORPORATION WILL PROVIDE A COPY OF THE CORPORATION'S FORM 10-K, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, WITHOUT CHARGE, TO ANY PERSON
FROM WHOM THE BOARD OF DIRECTORS HAS SOLICITED A PROXY FOR USE AT THE ANNUAL
MEETING OF SHAREHOLDERS, UPON THE WRITTEN REQUEST OF SUCH PERSON DIRECTED TO MR.
FRED D. BOWERS, SECRETARY/TREASURER, VIRGINIA FINANCIAL CORPORATION, DRAWER
1309, STAUNTON, VIRGINIA 24402-1309.

By order of the Board of Directors,

Harry V. Boney, Jr.
President
March 23, 2001

Appendix A

Virginia Financial Corporation
Board of Directors

Audit Committee Charter

STATEMENT OF POLICY
- -------------------

A soundly conceived, effective Audit Committee is essential to the management,
operation, and financial reporting process of Virginia Financial Corporation and
its subsidiaries. The Audit Committee shall provide assistance to the corporate
directors in fulfilling their responsibilities to the shareholders, potential
shareholders, and investment community relating to corporate accounting,
reporting practices of the corporation, and the quality and integrity of the
financial reports of the corporation. In so doing, it is the responsibility of
the Audit Committee to maintain free and open means of communication between the
directors, the independent auditors, the internal auditors, and the financial
management of the corporation.

ORGANIZATION
- ------------

Members
- -------

There shall be a committee of the Board of Directors known as the Audit
Committee. This committee shall be composed of at least three (3) directors who
are independent of the management of the corporation and are free of any
relationship that, in the opinion of the Board of Directors, would interfere
with their exercise of independent judgement as a committee member.

At the committee's discretion, management of the corporation may attend meetings
of the Audit Committee, but this attendance should be in a non-voting capacity.

Committee membership standards will be maintained in accordance with applicable
banking laws and regulations.

Meetings
- --------

The Audit Committee shall meet on a quarterly or four (4) times per year basis.
The Committee reserves the right to meet at other times as required and/or to
meet without members of corporate management, internal audit, or the independent
accounting firm.

Minutes
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Minutes shall be prepared for all meetings of the Audit Committee to document
the Committee's discharge of its responsibilities. The minutes shall provide an
accurate record of the proceedings, and shall be read and approved at the next
meeting of the Committee.

AUTHORITY
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The authority of the Audit Committee is derived from the full Board of Directors
of Virginia Financial Corporation.

The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements of the Company, (2) the compliance
by the Company with legal and regulatory requirements and (3) the independence
and performance of the Company's internal and external auditors.

The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.

RESPONSIBILITIES
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In fulfilling the stated role within the framework of the Audit Committee's
Statement of Policy, the primary, general responsibilities of the Audit
Committee will be as follows:

. to provide for an internal audit function to serve all subsidiaries of the
corporation in an examining and advisory capacity

. to provide for external audits of all corporate subsidiaries by suitable
independent accountants

. to serve as a focal point and reporting outlet for communications among non-
committee directors, corporate management, internal auditors, and independent
accountants

. to assist the Board of Directors in fulfilling its fiduciary responsibilities
for financial reporting and internal accounting and operations controls

. to act as an agent for the Board of Directors to help insure the independence
of internal auditors and independent accountants, the integrity of
management, and the adequacy of disclosures to stockholders.

Specific duties of the Audit Committee, within the noted general
responsibilities, will include, but not be limited to, the following items:

1. Review and reassess the adequacy of this Charter annually and submit it to
the Board for approval.

2. Review the annual audited financial statements with management, including
major issues regarding accounting and auditing principles and practices as
well as the adequacy of internal controls that could significantly affect
the Company's financial statements.

3. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgements made in connection
with the preparation of the Company's financial statements.

4. Based on the review and discussions noted in nos. 2 and 3 above, recommend
to the Board of Directors that the audited financial statements be included
in the company's annual report on Form 10-K.

5. Meet periodically with management to review the Company's major financial
risk exposures and the steps management has taken to monitor and control
such exposures.

6. Review major changes to the Company's auditing and accounting principles and
practices as suggested by the independent auditor, internal auditors, or
management.

7. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.

8. Approve the fees to be paid to the independent auditor.

9. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take appropriate
action to insure the independence of the auditor.

10. Evaluate the performance of the independent auditor and, if so determined by
the Audit Committee, recommend that the Board replace the independent
auditor.

11. Review the appointment and replacement of the senior internal auditing
executive.

12. Review the significant reports to management prepared by the internal
auditing department and management's responses.

13. Meet with the independent auditor prior to the audit to review the planning
and staffing of the audit.

14. Discuss with the independent auditor the matters required to be discussed by
Statement on Auditing Standards No. 61 relating to the conduct of the audit.

15. Review with the independent auditor any problems or difficulties the auditor
may have encountered and any management letter provided by the auditor and
the Company's response to that letter. Such review should include:

iii

a. Any difficulties encountered in the course of the audit work, including
any restrictions on the scope of activities or access to required
information.

b. Any changes required in the planned scope of the internal audit.

c. The internal audit department responsibilities, budget and staffing.

16. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is
the responsibility of management and the independent auditor. Nor is it the
duty of the Audit Committee to conduct investigations, to resolve disagreements,
if any, between management and the independent auditor or to assure compliance
with laws and regulations and the Company's Code of Conduct.

PROXY

Virginia Financial Corporation
2001 Annual Meeting of Shareholders
Held April 23, 2001

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned Shareholder hereby constitutes and appoints G. Raymond
Ergenbright and Elizabeth M. Schreiber, or either of them, proxies of the
undersigned, with full power of substitution, to vote the shares of common stock
of Virginia Financial Corporation, outstanding in the name of the undersigned,
at the 2001 Annual Meeting of Shareholders of Virginia Financial Corporation to
be held at the Main Office of Planters Bank & Trust Company of Virginia, located
at 24 South Augusta Street, Staunton, Virginia, on the 23rd day of April, 2001,
at 7:30 p.m., local time, and at any adjournment or adjournments thereof, with
all powers the undersigned would possess if personally present:

ITEM 1: To elect the six (6) nominees for Directors as set forth in the Proxy
Statement including voting for a lesser number, if a vacancy occurs among the
nominees, and voting in respect to any substitute nominee or nominees designated
by the Board of Directors.

_____ FOR all nominees listed below _____ WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below

Lee S. Baker Jan S. Hoover
Benham M. Black Martin F. Lightsey
Harry V. Boney, Jr. James S. Quarforth

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below.)

I withhold authority for_____________________________________________________

ITEM 2: To take action upon such other matters as may properly come before the
meeting or any adjournment or adjournments thereof.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ON ITEM 1 LISTED ABOVE, AND YOUR
PROXY WILL BE VOTED FOR ITEM 1 IF NO SPECIFICATION IS MADE. IF ANY OTHER MATTERS
COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED WITH RESPECT THERETO IN THE
INTEREST OF THE CORPORATION ACCORDING TO THE BEST JUDGMENT OF THE PERSON OR
PERSONS VOTING THE PROXY.

(over)

This proxy is revocable by you at any time prior to the voting of the shares
represented, by notifying the Secretary of the Corporation in writing before
such vote or by filing another proxy with the Secretary bearing a later date.
Shareholders who are present at the meeting may withdraw their proxy and vote in
person. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title as such. Both joint holders should sign.

Dated______________________, 2001 ___________________________(SEAL)

Number of Shares_________________ ___________________________(SEAL)

___________________________(SEAL)

Return to:
Virginia Financial Corporation
P.O. Drawer 1309
Staunton, Virginia 24402-1309