SCHEDULE 14A INFORMATION

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



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Filed by a Party other than the Registrant           [ ]

Check the appropriate box:

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[ ]  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 ss. 240.14a-12

                    TENNESSEE VALLEY FINANCIAL HOLDINGS, INC.
- --------------------------------------------------------------------------------
                (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):

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     2.   Aggregate number of securities to which transaction applies:

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          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
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     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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          2) Form, Schedule or Registration Statement No:
                                                         -----------------------
          3) Filing Party:
                          ------------------------------------------------------
          4) Date Filed:
                        --------------------------------------------------------



                    TENNESSEE VALLEY FINANCIAL HOLDINGS, INC.
                            401 South Illinois Avenue
                               Oak Ridge, TN 37830
                                  April 4, 2005
To the Shareholders of
    Tennessee Valley Financial Holdings, Inc.,

     You are cordially  invited to attend the annual meeting of  shareholders of
Tennessee Valley Financial Holdings, Inc. (the "Company"), which will be held at
our main  office  located at 401 South  Illinois  Avenue,  Oak Ridge,  Tennessee
37830, on Tuesday, April 26, 2005, at 6:30 p.m., Eastern Time.

     At the meeting, you will be asked to:

     o    elect nine (9)  directors  to serve until the next  annual  meeting of
          shareholders and until their successors are elected and qualified;

     o    ratify  the  appointment  of Pugh &  Company  P.C.,  Certified  Public
          Accountants,  as auditors  for the  Company  for 2005;  and

     o    transact  other business that properly comes before the meeting or any
          adjournment of the meeting.

     We have enclosed a notice of the annual  meeting of  shareholders,  a proxy
statement,  and a form of proxy.  The  matters  listed  in the  notice of annual
meeting are more fully described in the proxy statement.

     It is important that your shares are  represented and voted at the meeting,
regardless of the size of your holdings.  Accordingly,  we would appreciate your
completing  the  enclosed  form of proxy  whether  or not you plan to attend the
meeting.  If you are  present  at the  meeting  and  wish to  vote  your  shares
personally,  your  form of proxy  can be  revoked  upon  your  request  prior to
balloting.

     We urge you to return  your  form of proxy by  mailing  it in the  enclosed
postage-paid envelope to be received no later than 5:00 p.m. on April 26, 2005.

     This proxy  statement  incorporates  documents by  reference  which are not
presented  herein or  delivered  herewith.  These  documents  include our annual
report on Form  10-KSB for the year ended  December  31,  2004 as filed with the
Securities  and Exchange  Commission.  These  documents are available on request
without charge from Jason Wilkinson, Vice President,  Tennessee Valley Financial
Holdings, Inc., 401 South Illinois Avenue, Oak Ridge, Tennessee 37830, telephone
number  865-483-9444.  In order to ensure timely delivery of the documents,  any
request should be made by April 19, 2005.

                                 Sincerely yours,

                                 /s/ Thomas E. Tuck

                                 Thomas E. Tuck
                                 President and Chief Executive Officer





                    TENNESSEE VALLEY FINANCIAL HOLDINGS, INC.
                            401 South Illinois Avenue
                               Oak Ridge, TN 37830

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                  April 4, 2005

     Notice is  hereby  given  that the  Annual  Meeting  of  Shareholders  (the
"Meeting") of Tennessee Valley  Financial  Holdings,  Inc., a Tennessee  banking
corporation  (the  "Company"),  will be held April 26,  2005 at 6:30 p.m.  local
time, at the Company's  Main Office located at 401 South  Illinois  Avenue,  Oak
Ridge, Tennessee 37830, for the following purposes:

     1.   To elect nine (9) directors to serve until the next annual  meeting of
          shareholders and until their successors are elected and qualified;

     2.   To ratify the  appointment  of Pugh & Company P.C.,  Certified  Public
          Accountants, as auditors for the Company for 2005;

     3.   To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournment thereof.

     Only those  shareholders  of record at 5:00 p.m.,  local time, on March 24,
2005,  are entitled to notice of and to vote at the Meeting.  Each  shareholder,
even though he or she now plans to attend the Meeting, should execute and return
the enclosed proxy without delay. A  self-addressed  postage prepaid envelope is
enclosed  for this  purpose.  Any  shareholder  present at the  Meeting may vote
personally on all matters brought before the Meeting and, in that event,  his or
her proxy will not be used.  A proxy may be revoked at any time,  insofar as the
authority  granted thereby has not been exercised,  by filing with the Secretary
of the Company,  a written  revocation  or duly  executed  proxy bearing a later
date.

     This proxy  statement  incorporated  documents by  reference  which are not
presented herein or delivered herewith. These documents are available on request
without charge from Jason Wilkinson, Vice President,  Tennessee Valley Financial
Holdings, Inc., 401 South Illinois Avenue, Oak Ridge, Tennessee 37830, telephone
number  865-483-9444.  In order to ensure timely delivery of the documents,  any
request should be made by April 19, 2005.



                             By Order of the Board of Directors


                             /s/ Mark Holder
                             --------------------------------------------------
                             Mark Holder, Secretary

Oak Ridge, Tennessee
Dated: April 4, 2005




                                 PROXY STATEMENT
                                       OF
                    TENNESSEE VALLEY FINANCIAL HOLDINGS, INC.
                   FOR THE ANNUAL MEETING OF ITS SHAREHOLDERS
                            TO BE HELD APRIL 26, 2005

General

     This proxy statement is being furnished to the holders of common stock, par
value $1.00 per share ("Common Shares"), of Tennessee Valley Financial Holdings,
Inc.,  a  Tennessee   corporation  (the  "Company"),   in  connection  with  the
solicitation  of proxies by the Board of Directors of the Company for use at the
annual meeting of  shareholders  of the Company to be held on April 26, 2005, at
6:30 p.m., local time, at the Company's main office,  401 South Illinois Avenue,
Oak  Ridge,  Tennessee  and at any  adjournment  or  adjournments  thereof  (the
"Meeting").

     This proxy  statement  and the  accompanying  form of proxy are first being
mailed to shareholders of Tennessee Valley Financial Holdings,  Inc. on or about
April 4, 2005.

Voting

     Shareholders of the Company of record at the close of business on March 24,
2005, the record date designated by the Board of Directors,  will be entitled to
notice of and to vote at the Meeting.  On that date, the Company had outstanding
533,618 Common Shares.

     The  presence  in person or by proxy of the  holders of a  majority  of the
issued  and  outstanding  Common  Shares  entitled  to  vote at the  Meeting  is
necessary  in order to  constitute  a  quorum.  At the  Meeting,  the  Company's
shareholders will vote

     o    to elect nine directors;

     o    to ratify the  appointment  of Pugh & Company,  P.C. as the  Company's
          independent auditors for 2005; and

     o    to transact other such business that properly comes before the meeting
          or any adjournment of the meeting.

     The  election  of each of the  nominees  to the Board of  Directors  of the
Company will require the  affirmative  vote of a plurality of the Common  Shares
voting at the Meeting.  The affirmative  vote of a majority of the Common Shares
present or represented at the meeting, if a quorum exists, is required to ratify
the appointment of Pugh & Company,  P.C., as the Company's  independent auditors
for 2005.  Abstentions and broker  non-votes are counted as present for purposes
of  determining  the  presence  or absence of a quorum  for the  transaction  of
business. Abstentions and broker non-votes will have no effect on the outcome of
the election of directors.

     Each  holder of the Common  Shares is  entitled to one vote for each Common
Share held on all matters  submitted  before the Meeting or any  adjournment  or
adjournments  thereof.  Cumulative voting is not provided for in the election of
directors.

     Common Shares  represented by properly executed proxies,  unless previously
revoked,  will be voted in accordance with the instructions on such proxies.  If
no instruction is indicated on the proxy,  the named holders of the proxies will
vote such Common Shares in favor of all nominees named in this Proxy  Statement,
and the ratification of the selection of independent auditors. The named holders
of  proxies  also  will use their  discretion  in voting  the  Common  Shares in
connection with any other business that properly may come before the Meeting.

     Any shareholder who sends in a proxy has the power to revoke that proxy any
time  prior  to the  exercise  of the  proxy by  giving  written  notice  to the
Secretary of the Company at its executive  offices located at 401 South Illinois
Avenue, Oak Ridge, Tennessee 37830.  Shareholders also may revoke proxies either
by a later dated proxy, if the Company receives such proxy prior to the exercise
of the prior proxy, or by attending the Meeting and voting in person.

     Proxies are being solicited by and on behalf of the Board of Directors. The
Company  will pay the total  expense of  preparing,  assembling,  printing,  and
mailing proxies and proxy solicitation  materials. It may be that, following the
original  solicitation;  some further  solicitation will be made by telephone or
other  communications  with some  shareholders.  Officers  and  directors of the
Company, who will not receive additional compensation for such activities,  will
make all such further solicitation.

                                       1



                 Information Regarding Certain Beneficial Owners

The following  table sets forth certain  information  concerning  the beneficial
ownership of the Common Shares by (i) directors and persons  nominated to become
directors  of the  Company  and  executive  officers  of the  Company,  and (ii)
directors and executive officers of the Company as a group. There are no persons
known  to the  Company  to be the  beneficial  owners  of  more  than  5% of the
outstanding Common Shares of the Company. The information shown in this table is
based on information provided to the Company as of March 24, 2005.

- --------------------------------------------------------------------------------
                                                                     Amount and
                                                                     Nature of
                                                                     Beneficial
                                                         Number      Ownership
                                                          of         Percent of
Name of Beneficial Owner (1) (2)                         Shares        Class
- -------------------------------                      ----------     ------------
J. Michael Anderson                                    10,000             1.87%
350 N. Illinois Ave.
Oak Ridge, TN 37830

Larry Beeman                                           10,100             1.89%
687 Emory Valley Road, Suite A
Oak Ridge, TN 37830

A.P. Cappiello                                          6,667             1.25%
100 Tulsa Road, Suite 28
Oak Ridge, TN 37830

Victor I. Dodson                                       24,485             4.59%
335 Warehouse Road
Oak Ridge, TN 37830

Mark B. Holder (3)                                      1,600             0.30%
401 South Illinois Avenue
Oak Ridge, TN 37830

J. Frank Jamison                                       11,000             2.06%
673 Emory Valley Road
Oak Ridge, TN 37830

Terry L. Kerbs                                          9,000             1.69%
10613 Dutchtown Rd.
Knoxville, TN 37932

Thomas D. Moye                                          1,500             0.28%
12408 Sparta Lane
Knoxville, TN 37922

Thomas E. Tuck (4)                                     21,950             4.11%
401 South Illinois Avenue
Oak Ridge, TN 37830

Jason Wilkinson                                             0             0.00%
401 S. Illinois Avenue
Oak Ridge, TN  37830

W. Robert Witt                                          1,724             0.32%
1242 Weisgarber Road
Knoxville, TN 37917

(ii) Directors and executive officers as a group (5)   98,026            18.37%


- --------------------------------------------------------------------------------

                                       2


     (1)  Includes shares beneficially owned,  directly or indirectly,  together
          with  associates.  Also  includes  shares  held as trustee and held by
          custodian by minor children.  Shares subject to options are treated as
          issued and  outstanding for the purpose of computing the percent class
          owned by such person or group but not for the purpose of computing the
          percent class owned by any other person or group.

     (2)  Business Address.

     (3)  Includes 1,500 shares issuable upon the exercise of options.

     (4)  Includes 7,400 shares issuable upon the exercise of options.

     (5)  Includes 12,900 shares issuable upon the exercise of options.

                       Election of Directors (Proposal 1)

     The terms of the present Board of Directors of the Company expire annually.
At the Meeting  the  following  persons,  all of whom are members of the present
Board of  Directors,  are nominees for election.  Each  director  elected at the
Meeting will hold office until the annual meeting of  shareholders  held in 2006
or until his successor is elected and qualified.

         J. Michael Anderson      Victor I. Dodson       Dr. Thomas D. Moye, Jr.
         Larry Beeman             J. Frank Jamison       Thomas E. Tuck
         A.P. Cappiello           Terry L. Kerbs         William Robert Witt

     Unless contrary instructions are received, the enclosed proxy will be voted
in favor of the election as directors of the nominees listed above. Each nominee
has consented to be a candidate and to serve, if elected. While the Board has no
reason to  believe  that any  nominee  will be unable  to accept  nomination  or
election as a director,  if such an event should occur,  the proxy will be voted
with  discretionary  authority  for a  substitute  or  substitutes  as  shall be
designated by the current Board of Directors.

     The Board recommends that the shareholders vote FOR the proposed nominees.

Management of the Company

     The  following  table sets forth the names and certain  information,  as of
December  31, 2004,  concerning  the  directors  and  executive  officers of the
Company and TNBANK, our wholly-owned subsidiary (the "Bank").  Officers serve at
the  discretion  of the Board of  Directors.  There are no family  relationships
between  the  directors  and  executive  officers  of the  Company.  None of the
directors or executive  officers  serves as directors of any company which has a
class of  securities  registered  under,  or which is  subject  to the  periodic
reporting  requirements of the Securities  Exchange Act of 1934, as amended,  or
any investment  company  registered under the Investment Company Act of 1940. No
director  of the  Company is a director  or  executive  officer of another  bank
holding  company,  bank,  savings and loan  association,  or credit  union.  The
directors and executive  officers of the Company and their  occupations  for the
last five years are as follows:



                                                                                                       Year First
                                                                                                       Elected to
                                                                                                       or Appointed
                                                                                                       Director or
                                                        Business Experience During Past Five            Executive
       Name and Title                           Age                     Years                            Officer
- --------------------------------------------------------------------------------------------------------------------
                                                                                                 

J. Michael Anderson, Director                   62      Owner, Hilltop Enterprises, Inc.                  1995
Larry Beeman, Director                          61      Owner, Investment Planning Services, Inc.         1995
A.P. Cappiello, Director                        41      Attorney                                          1995
Victor I. Dodson, Director                      67      Owner and President, Dodson Moving and            1995
                                                        Storage, Inc.
J. Frank Jamison, Chairman of the Board         65      Owner and President, Tele-Sys, Inc.               1995
Terry L. Kerbs                                  57      President, Advanced Office Systems                2001
Dr. Thomas D. Moye, Jr.                         56      Oral Surgeon                                      2001
Thomas E. Tuck Director, President              55      Banker                                            1995
     And Chief Executive Officer
William Robert Witt                             64      Owner and President, Witt Building Materials      2001





                                       3




                     Description of The Board and Committees

     The Board of the Company  meets  periodically  as  necessary.  The Board of
Directors  of TNBank,  the  Company's  wholly-owned  subsidiary,  holds  monthly
meetings and special meetings as called.  Directors  receive $600 for each Board
of Directors meeting and $150 for each committee  meeting  attended.  Total fees
paid to the Directors  during 2004 were  $103,500.  During the fiscal year ended
December  31,  2004,  the Board of Directors  held 12  meetings.  All  directors
attended  more than 75% of the  aggregate  number of  meetings  of the Board and
committees  of the Board on which they served.  The Board of Directors  does not
have a nominating or compensation committee.

             Report of the Audit Committee of the Board of Directors

     The  Audit  Committee  consists  of  Messrs.   Jamison,  Moye,  Beeman  and
Cappiello,  all of whom are  independent.  The Board  has not  adopted a written
charter for the Audit Committee. During the fiscal year ended December 31, 2004,
the Audit Committee met four times.

     The Audit Committee monitors and reviews the performance of the independent
auditors and the quality and  integrity of the  Company's  internal  accounting,
auditing and financial reporting  practices.  The Audit Committee's chief duties
are to:

     o    hire one or more independent public accountants to audit the Company's
          books,  records and financial  statements  and to review its system of
          accounting, including its system of internal control;

     o    monitor and evaluate,  independently  and  objectively,  the Company's
          internal financial controls and financial reporting procedure;

     o    discuss with the  independent  accountants the results of their audits
          and reviews;

     o    periodically  communicate the Audit Committee's  findings to the Board
          of Directors; and

     o    facilitate communication among the Board of Directors, the independent
          auditors, and the Company's management.

     The Audit  Committee has obtained  from the  independent  auditors,  Pugh &
Company, P. C., a formal written statement describing all relationships  between
the auditors and the Company that might bear on the auditors' independence. This
statement conforms to Independence Standards Board Standard No. 1, "Independence
Discussions with Audit  Committees." The Audit Committee has also discussed with
the  auditors  any   relationships   that  may  impact  their   objectivity  and
independence,  including  their receipt of fees from the Company,  and satisfied
itself that the auditors are independent of the Company.

     The Audit  Committee has discussed with  management  the Company's  audited
financial  statements for the year ended December 31, 2004. The Audit  Committee
has also  discussed  with the  independent  auditors the matters  required to be
discussed by Statement on Auditing  Standards No. 61, as amended  (Communication
with Audit Committees) and, with and without management  present,  discussed and
reviewed the results of the  independent  auditor's  evaluation of the Company's
financial   statements.   The  Audit  Committee  has  also  discussed  with  the
independent auditors it's evaluation of the Company's internal controls, and the
overall quality of the Company's financial reporting.

     Based upon the results of the inquiries and actions  discussed  above,  the
Audit Committee recommended to the Board of Directors that the Company's audited
financial  statements  be included  in its annual  report on Form 10-KSB for the
year ended December 31, 2004, for filing with the Securities Exchange Commission
("SEC").  The  Committee  has also  recommended  the  reappointment,  subject to
shareholder approval, of the independent auditors, Pugh & Company, P. C.

                                    Members of the Audit Committee:
                                    A. P. Cappiello, Chairman      Frank Jamison
                                    Thomas Moye                    Larry Beeman



                                       4



                        Audit Committee Financial Expert

     The  Company  has  determined  that it does not  currently  have an  "audit
committee  financial  expert," as defined under the rules of the SEC, serving on
its Audit  Committee.  The Company believes that all of the members of the Audit
Committee are qualified to serve on the  committee and have the  experience  and
knowledge to perform the duties required of the committee.  The Company does not
have any independent directors who would qualify as an audit committee financial
expert,  as defined.  The Company believes that it has been, and may continue to
be,  impractical  to  recruit  such a  director  unless  and  until  it  becomes
significantly larger.

                                   Audit Fees

     For services rendered by Pugh and Company, P. C., our principal independent
auditors, we incurred the following fees:

                                                         2003              2004
                                                         ----              ----
Audit Fees (1)                                        $26,385           $28,000
Audit Related Fees (2)                                  5,450            14,970
Tax Fees (3)                                            8,115             9,875
All Other Fees                                          6,425             1,920
                                                 -------------------------------
  Total                                               $46,375           $54,765
                                                 ===============================

(1)  Audit  fees  consisted  of  audit  work  performed  in the  preparation  of
     financial  statements,  as well  as work  generally  only  the  independent
     auditor can reasonably be expected to provide.

(2)  Audit  related  fees  consisted   principally  of  procedures   related  to
     regulatory filings.

(3)  Tax fees consisted principally of tax return preparation,  tax research and
     tax planning.

All other fees consisted  principally of miscellaneous  consulting,  conferences
and consultations regarding accounting and regulatory matters.

                       Compensation of Executive Officers

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company to its Chief Executive  Officer for services  rendered in all capacities
during the years ended  December 31,  2004,  2003 and 2002.  No other  executive
officer's compensation exceeded $100,000 during such years.

Summary Compensation Table



                                                                                          Other Annual
Name and Principal Position                         Year     Salary         Bonus         Compensation
- ------------------------------------------------------------------------------------------------------
                                                                                
Thomas E. Tuck                                       2004      $121,000     $23,958         $  0
Director, President & Chief Executive Officer        2003       115,000      22,050        1,000
                                                     2002       104,160      19,998        6,000


No stock options were granted to any executive officers during 2004.

     The following table sets forth information  regarding stock options held at
the end of or  exercised in the year ended  December 31, 2004 for the  executive
officer named in the Summary Compensation Table above as of December 31, 2004.

               Aggregated Option/SAR Exercises in Last Fiscal Year
                      And Fiscal Year-End Option/SAR Values


                            Shares
                           acquired                      Securitieds underlying
                              on         Value           unexercised options at         Value of unexercised in-the-money
         Name              exercise     Realized                    December 31           options at December 31, 2004(1)
         ----              --------     -------                     -----------           ------------------------------
                                                     Exercisable      Unexercisable     Exercisable    Unexercisable
                                                     -----------      -------------     -----------    -------------
                                                                                          
            Tom Tuck           -0-         -0-          7,400              -0-         $ 25,900             $0

- ------------------------
(1   Based on recent trades of which management is aware of at $19.50 per share.



                                       5



                                  Stock Options

     We have a stock option plan for certain key employees which was approved by
the  shareholders  in March 1996.  A total of 19,457  shares have been  reserved
under  this  plan and in 1999 the board of  directors  granted a total of 14,600
options to certain key employees,  at an option price equal to $16 per share. As
of December 31, 2004, 15,500 of those options remained outstanding.

     Under the 2002 Incentive and  Nonqualified  Stock Option Plan for Employees
of Tennessee Valley Financial Holdings, Inc. and its subsidiaries,  the board of
directors  is  authorized  to issue to our  employees  options up to a number of
shares that is the lesser of (a) 20% of the issued and outstanding shares or (b)
213,612  shares of our stock.  The option prices are  determined by the board of
directors,  or a committee thereof,  but option prices may not be less than 100%
of the fair  market  value of the stock on the date the  option is  granted.  No
awards can be made under this plan after  2012.  Currently  there are no options
granted under this plan.

                    Beneficial Ownership Reporting Compliance

     Under the federal  securities  laws,  the  Company's  directors,  executive
officers  and any  persons  holding  more  than 10 % of the  Common  Shares  are
required to report their  ownership of the Common Shares and any changes in that
ownership to the SEC.  These  persons also are  required by SEC  regulations  to
furnish the Company with copies of these  reports.  Specific due dates for these
reports  have been  established  and the  Company is  required to report in this
proxy statement any failure to file timely during 2004. Based solely on a review
of the  reports  furnished  to the  Company or written  representation  from the
Company's  directors and executive  officers,  the Company  believes that all of
these  filing  requirements  were  satisfied  by  the  Company's  directors  and
executive officers during 2004.

                 Certain Relationships and Related Transactions

     The following directors and executive officers were indebted to the Bank as
of December 31, 2004.

J. Michael Andrson            $ 163,866
Beeman                           63,000
A.P. Cappiello                   35,600
Victor I. Dodson                983,890
Mark B. Holder                    1,000
J. Frank Jamison                155,000
Terry L. Kerbs                   49,151
Thomas D. Moye                  479,028
Braxton L. Sadler                 1,000
Thomas Tuck                       1,000
                       -----------------
Total                       $ 1,932,555
                       =================

     Some directors and officers of the Company are customers of its subsidiary,
the Bank, and have had and expect to have loan transactions with the Bank in the
ordinary course of business. In addition,  some of the directors and officers of
the Company are at present, as in the past, affiliated with businesses which are
customers  of the Bank and which have had and  expect to have loan  transactions
with the Bank in the ordinary  course of business.  These loans were made in the
ordinary  course of  business  and were made on  substantially  the same  terms,
including  interest rates and  collateral,  as those  prevailing at the time for
comparable  transactions  with  other  parties.  In the  opinion of the Board of
Directors,  these loans do not involve more than a normal risk of collectibility
or present other unfavorable features.

                  Approval of Independent Auditors (Proposal 2)

     Upon the  recommendation of the Audit Committee,  the Board of Directors of
the Company has selected Pugh & Company,  P.C.,  Certified Public Accountants as
its  independent  auditors  for 2005.  Pugh & Company,  P.C.,  Certified  Public
Accountants  were also  employed  by the  Company in this  capacity  in 2004.  A
representative of Pugh & Company, P.C., Certified Public Accountants is expected
to be present at the Meeting and will have an opportunity to make a statement if
he desires to do so. The  representative  is also  expected to be  available  to
respond to appropriate questions.


                                       6


     The Board  recommends that  shareholders  vote FOR the  ratification of the
selection of Pugh & Co., P.C., as the Company's independent auditors for 2005.

                              Shareholder Proposals

     Shareholders' proposals intended to be presented at the 2006 annual meeting
of shareholders  must be received by the Company at its executive  offices on or
before  December 31,  2005,  to be included in the proxy  statement  and form of
proxy relating to that meeting.

                                  Other Matters

     At the time of preparation of the proxy  statement,  the Board of Directors
of the  Company  has not been  informed  and is not aware of any  matters  to be
presented for action at the Meeting other than the matters  listed in the notice
of meeting included with this proxy  statement/prospectus.  If any other matters
should come before the Meeting, or any adjournment  thereof, it is intended that
the persons  named in the enclosed  proxy will have  discretionary  authority to
vote on such matters according to their best judgment.

                  Availability of Annual Report on Form 10-KSB

     A copy of the  Company's  Annual  Report  on  Form  10-KSB,  including  the
financial  statements  and  schedules  thereto,  which is filed with the SEC, is
available  without charge to each  shareholder of record upon written request to
the Company, Attn: Jason Wilkinson,  Vice President,  401 South Illinois Avenue,
Oak Ridge,  Tennessee  37830.  Each such  written  request must set forth a good
faith  representation  that as of the  record  date March 24,  2005,  the person
making the request was a beneficial  owner of Common Shares  entitled to vote at
the  Meeting.  Exhibits to the Form 10-KSB  will also be supplied  upon  written
request to the Senior Vice  President  and payment to the Company of its cost of
furnishing the requested exhibits. The copy of the Form 10-KSB furnished without
charge to the  requesting  shareholder  will be  accompanied  by a list  briefly
describing  all of the  exhibits  and  indicating  the  cost of  furnishing  the
exhibits.

                           BY THE ORDER OF THE BOARD OF DIRECTORS


                           /s/ Thomas E. Tuck
                           -----------------------------------------------
                           Thomas E. Tuck, President and Chief Executive Officer



                                       7


- --------------------------------------------------------------------------------
           REVOCABLE PROXY - TENNESSEE VALLEY FINANCIAL HOLDINGS, INC.
                 Annual Meeting of Shareholders, April 26, 2005
- --------------------------------------------------------------------------------


The undersigned does hereby appoint Thomas E. Tuck, J. Frank Jamison and each of
them, with full power to each of substitution  and revocation as proxies to vote
all  shares of common  stock of the  Company  registered  in the  name(s) of the
undersigned  and held by them of record  as of March 31,  2004,  at  Meeting  of
Shareholders to be held at the Company's Main Office, 401 South Illinois Avenue,
Oak Ridge,  Tennessee 37830, on April 26, 2005, at 6:30 p.m., local time, and at
any and all adjournments, upon the following matters:

1.   To elect as directors  all nominees  listed below  (except as marked to the
     contrary below).
                                                                          VOTE
     J. Michael Anderson  Victor I. Dodson   Thomas E. Tuck    FOR      WITHHELD
     Larry Beeman         J. Frank Jamison   Thomas D. Moye    [  ]       [  ]
     A.P. Cappiello       Terry L. Kerbs     W. Robert Witt

     INSTRUCTION:  To withhold your vote for any individual nominee, insert that
     nominee's name on the line provided below.

     ---------------------------------------------------------------------------

2.   To  approve  the  appointment  of  Pugh  and  Company,  P.C.,  CPAs  as the
     independent auditors for the Company for 2005.

                 [  ] FOR           [  ] AGAINST      [  ] ABSTAIN

3.   In their  discretion,  the Proxies are  authorized  to vote upon such other
     business  as may  properly  come  before  the  meeting  or any  adjournment
     thereon.

This Proxy, when properly executed,  will be voted in the manner directed herein
by the  undersigned  shareholder(s).  If no direction is made this proxy will be
voted for Proposals 1 and 2.




IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE OF
FURTHER   REQUESTS   FOR  PROXIES  TO  ENSURE  A  QUORUM  AT  THE   MEETING.   A
SELF-ADDRESSED, POSTAGE-PREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

                                       8



                [Tennessee Valley Financial Holdings, Inc. Logo]

                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
                    Please complete, date, sign and mail the
         detached proxy card in the enclosed postage-prepaid envelope.






                             DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
Should the  undersigned be present and elect to vote at the Annual Meeting or at
any adjournment  thereof and after  notification to the Secretary of the Company
at the Annual  Meeting of the  stockholder's  decision to terminate  this proxy,
then the power of said  attorneys and proxies shall be deemed  terminated and of
no further force and effect.  The undersigned hereby revokes any and all proxies
heretofore  given with  respect to the shares of Common  Stock held of record by
the undersigned.

The undersigned  acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting,  the Company's Proxy Statement for the
Annual Meeting and an Annual Report for the 2004 fiscal year.



                                   Signature
                                             -----------------------------------

                                   Signature
                                             -----------------------------------

                                   Date                                   , 2005
                                        ---------------------------------

Please sign exactly as name (or names)  appears  above.  When shares are held by
joint  tenants,   both  should  sign.   When  signing  as  attorney,   executor,
administrator,  trustee  or  guardian,  please  give  full  title as such.  If a
corporation,  please sign in full  corporate  name by authorized  officer.  If a
partnership, please sign its partnership name by authorized person.

- ---------------------------------------------------------

           MEETING RESPONSE

Please sign, date and return promptly in the
Enclosed self-addressed stamped envelope.

[   ]  I will attend

[   ]  I will bring ___ guests

[   ]  I will not attend


- ------------------------------------------------
Signature                             Date










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