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

                                    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) February 25, 2004
                                                 -----------------


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




    CALIFORNIA                                                 46-0476193
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(State or other              (File number)              (I.R.S. Employer
 jurisdiction                                            Identification No.)
 of incorporation)



27710 Jefferson Avenue,
Suite A100, Temecula, CA                                      92590
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(Address of principal executive office)                    (Zip Code)


Registrant's telephone number, including area code:        (909) 694-9940
                                                        -----------------


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          (Former name or former address, if changed since last report)



ITEM 10.  AMENDMENTS TO THE REGISTRANTS CODE OF ETHICS, OR WAIVER OF A PROVISION
          OF THE CODE OF ETHICS

          On February 25, 2004, Temecula Valley Bancorp Inc. (the
"Company") adopted its "Business Conduct - Conflict of interest and Code of
Ethics Policy ("Business Conduct Policy") for the Company and its subsidiary
Temecula Valley Bank, N.A. The Business Conduct Policy modified the prior policy
in the following respects as relates to any elements of the code of ethics
definition enumerated in Item 406(b) of Regulation SK and as applicable to the
Company's principal executive officer, principal financial officer and principal
accounting officer:

     1.  Requirement: Full, fair, accurate, timely and understandable disclosure
         in reports and documents that a registrant files with, or submits to,
         the Commission and in other public communications made by the
         registrant.


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          Current Policy Provisions: While there was a general statement about
          complying with all laws in the Bank's "Compliance Policy and
          Procedure," the Business Conduct Policy now provides that "this policy
          includes strict compliance with all local, state, federal, foreign and
          other applicable laws, rules and regulations. It also requires that
          all disclosures made to the SEC and in other public communications be
          full, fair, accurate, timely and understandable."

     2.   Requirement: Compliance with applicable governmental laws, rules
          and regulations.

          Current Policy Provisions: While there is a general statement about
          complying with all laws in the Bank's "Compliance Policy and
          Procedure," the revision quoted in Item 1 above addresses this more
          specifically.

     3.   Requirement: The prompt internal reporting to an appropriate person or
          persons identified in the code of violations of the code.

          Current Policy Provisions: There were reporting procedures relative to
          potential conflicts in the Company's prior Business Conduct - Conflict
          of Interest policy. Expansion of these reporting procedures was made
          to provide as follows:

          "SUBMITTING A STATEMENT OF PERSONAL INTERESTS

          This policy requires that all situations involving a conflict of
          interest or any business relationship subject to question be reported.
          The act of reporting a questioned situation does not imply that it is
          a conflict of interest, but affords the opportunity for review. Staff
          members may be dismissed for violation or failure to report on any
          such situations.

          PROCEDURES

               Reporting Procedure

               Before entering into any transaction that may violate any
               provision of this Code, a Statement of Personal Interest must be
               submitted. Employees and officers are encouraged to discuss
               questions of interpretation and questions regarding the
               applicability of the provisions of this manual with superior
               officers for advice on reporting requirements. The Statement of
               Personal Interest should be forwarded to the President.

          ALERTING OTHERS TO REPORTING REQUIREMENTS

          Non-officers should be familiar with the contents of this Code, but in
          fact, this may not always be the case. Any officer knowing of any
          business interest subject to question involving any employee shall
          request the employee to report the item by submitting a Statement of
          Personal Interest."

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     4.   Requirement: Accountability for adherence to the Code.

          Current Policy Provisions: There were procedures relative to
          accountability in the Company's existing Business Conduct - Conflict
          of Interest policy but these were expanded in the Business Conduct
          Policy as follows:

          "Disciplinary Actions

          The matters covered in this Code are of the utmost importance to the
          Company, its stockholders, the Bank and their business partners, and
          are essential to the Company's and the Bank's ability to conduct its
          business in accordance with its stated values. We expect all of our
          employees, agents, contractors and consultants to adhere to these
          rules in carrying out their duties for the Company and the Bank.

          The Company and the Bank will take appropriate action against any
          employee, agent, contractor or consultant whose actions are found to
          violate these policies or any other policies of the Company or the
          Bank. Disciplinary actions may include immediate termination of
          employment or business relationship at the Company's or the Bank's
          sole discretion. Where the Company or the Bank has suffered a loss, it
          may pursue its remedies against the individuals or entities
          responsible. Where laws have been violated, the Company and the Bank
          will cooperate fully with the appropriate authorities."

                                   SIGNATURES

     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.


Dated: March 1, 2004                   TEMECULA VALLEY BANCORP INC.


                                       By:
                                                -----------------------
                                                Donald A. Pitcher
                                                Chief Financial Officer



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