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

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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 27, 2008

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

                          TEMECULA VALLEY BANCORP INC.
             (Exact name of Registrant as specified in its charter)


   California                                                  46-0476193
(State or other        (Commission File Number)             (I.R.S. Employer
jurisdiction of                                         Identification Number)
 incorporation)


         27710 Jefferson Avenue
              Suite A100
         Temecula, California                                   92590
(Address of principal executive offices)                     (Zip code)


       Registrant's telephone number, including area code: (951) 694-9940


                                 Not Applicable
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

| | Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

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                                       1


Item 1.01 - Entry into Material Definitive Agreement.

     The Board of Directors  (the "Board") of Temecula  Valley Bancorp Inc. (the
"Company") previously approved,  subject to shareholder approval,  amendments to
the  Company's  2004  Stock  Incentive  Plan (the  "2004  Plan")  that would (i)
increase  the  number  of  shares  of the  Company's  common  stock  that may be
delivered  pursuant  to awards  granted  under  the 2004  Plan by an  additional
500,000  shares,  (ii)  provide that no options can be granted at less than fair
market value,  (iii) modify the definition of fair market value,  and (iv) limit
the number of options that may be granted to any one person each year. According
to the preliminary results from the Company's annual  shareholders  meeting held
on May 27 2008, the Company's shareholders approved these amendments to the 2004
Plan.  The foregoing  description of the amendments is qualified in its entirety
by reference to the text of the amended version of the 2004 Plan, which is filed
as Exhibit 10.1 hereto and incorporated herein by reference.


Item 9.01 - Financial Statements and Exhibits.

       (a)  Financial Statements of Businesses Acquired. Not applicable.

       (b)  Pro Forma Financial Information. Not applicable.

       (c)  Shell Company Transactions. Not applicable.

       (d)  Exhibits.

       Exhibit No.            Description
       -----------            -----------

       10.1                   Amended and Restated 2004 Stock Incentive Plan


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                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                     TEMECULA VALLEY BANCORP INC.


Date:  May 28, 2008                  By: /s/ STEPHEN H. WACKNITZ
                                         -------------------------------------
                                         Stephen H. Wacknitz
                                         Chief Executive Officer and President