8-K

                                  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): March 22, 2006

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

                          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 incorporation)                            Identification Number)

               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))

================================================================================




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

The Board of Directors of Temecula Valley Bancorp Inc. ("Corporation") adopted
an amendment to the Corporation's Bylaws, effective as of March 22, 2006. The
amendment is set forth in Exhibit 3(iii) to this Form 8-K and is described
below.

Section 3.3 of Article III of the Corporation's Bylaws was amended in order to
adopt advance notice requirements covering shareholder proposals and board
nominations that are intended to be presented at shareholders' meetings without
inclusion in the Corporation's proxy materials pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934 ("non-Rule 14a-8 proposals"). New Section 3.3
sets the close of business on April 30, 2006 as the deadline for submission of
non-Rule 14a-8 proposals for the 2006 annual meeting of shareholders and also
sets deadlines for submission of non-Rule 14a-8 proposals to be presented at
future annual and special shareholders' meetings. The Bylaws previously did not
contain advance notice provisions or deadlines for submission of non-Rule 14a-8
proposals. The amendment also deletes the requirement to recite this section of
the Bylaws in every notice to shareholders of a meeting at which directors are
to be elected.


Item 9.01--Financial Statements and Exhibits.

Exhibit 3(iii) - Action with Respect to Bylaws



                                    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: March 22, 2006                   By: /s/ STEPHEN H. WACKNITZ
                                           -----------------------
                                           Stephen H. Wacknitz
                                           Chief Executive Officer and President

EX-3

Exhibit 3(iii) - Action with Respect to Bylaws.

By unanimous approval of the Board of Directors of Temecula Valley Bancorp Inc.,
a California corporation (the "corporation"), at a meeting held on March 22,
2006, and in accordance with Article VII, Section 7.2 of the corporation's
Bylaws:

A.   The following Section 3.3 replaces the prior Section 3.3 of Article III of
     the Bylaws:

SECTION 3.3. NOMINATIONS AND PROPOSALS. Nominations of persons for election to
the Board of Directors and the proposal of business to be considered by the
shareholders may be made at any meeting of shareholders only (a) pursuant to the
corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any shareholder of the corporation who was a shareholder of
record at the time of giving of notice provided for in these Bylaws, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Section 3.3; provided that shareholder nominations of persons for
election to the Board of Directors at a special meeting may only be made if the
Board of Directors has determined that directors are to be elected at the
special meeting.

For nominations or other business to be properly brought before a shareholders'
meeting by a shareholder pursuant to clause (c) of the preceding sentence, the
shareholder must have given timely notice thereof in writing to the Secretary of
the corporation and such other business must otherwise be a proper matter for
shareholder action. To be timely, a shareholder's notice must be delivered to
the Secretary at the principal executive offices of the corporation not later
than: (A) in the case of the 2006 annual meeting, the close of business on April
30, 2006; (B) in the case of an annual meeting other than the 2006 annual
meeting, the close of business on the 45th day before the first anniversary of
the date on which the corporation first mailed its proxy materials for the prior
year's annual meeting of shareholders; provided, however, that if the date of
the meeting has changed more than 30 days from the date of the prior year's
meeting, then in order for the shareholder's notice to be timely it must be
delivered to the Secretary at the principal executive offices of the corporation
a reasonable time before the corporation mails its proxy materials for the
current year's meeting; provided further, that for purposes of the preceding
sentence, a "reasonable time" shall conclusively be deemed to coincide with any
adjusted deadline publicly announced by the corporation pursuant to Rule
14a-5(f) or otherwise; and (C) in the case of a special meeting, the close of
business on the seventh day following the day on which public announcement is
first made of the date of the special meeting. In no event shall the public
announcement of an adjournment of a shareholders' meeting commence a new time
period for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934 (or any successor thereto, "Exchange Act") and Rule 14a-11
thereunder (or any successor thereto) (including such person's written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected); (b) as to any other business that the shareholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made, the text of the proposal or
business (including the text of any resolutions proposed for consideration); and
(c) as to the shareholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made (i) the name and address of such
shareholder, as they appear on the corporation's books, and of such beneficial
owner, (ii) the class and number of shares of the corporation which are owned
beneficially and of record by such shareholder and such beneficial owner, (iii)
a representation that the shareholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business or nomination, and (iv) a
representation whether the shareholder or the beneficial owner, if any, intends
or is part of a group that intends (X) to deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the corporation's outstanding
capital stock required to approve or adopt the proposal or elect the nominee
and/or (Y) otherwise to solicit proxies from shareholders in support of such
proposal or nomination. The corporation may require any proposed nominee to
furnish such other information as it may reasonably require to determine the
eligibility of such proposed nominee to serve as a director of the corporation.
Notwithstanding any provision herein to the contrary, no business shall be
conducted at a shareholders' meeting except in accordance with the procedures
set forth in this Section 3.3.




For purposes of this Section 3.3, "public announcement" shall include disclosure
in a press release reported by the Dow Jones News Service, Associated Press,
Reuters, Business Wire or comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Notwithstanding the foregoing provisions of this Section 3.3, a shareholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
Section 3.3. Nothing in this Section 3.3 shall be deemed to affect any rights
(1) of shareholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act, if applicable to the
corporation, or (2) of the holders of any series of preferred stock to elect
directors pursuant to any applicable provisions of the corporation's Articles of
Incorporation.

Except as otherwise provided by law, the chairman of the meeting shall have the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Section 3.3 and, if any
proposed nomination or business was not made or proposed in compliance with this
Section 3.3, to declare that such nomination shall be disregarded or that such
proposed business shall not be transacted.

     The remainder of the corporation's Bylaws remains in full force and effect.




                            CERTIFICATE OF SECRETARY


     The undersigned certifies that:

     (1) The undersigned is the duly elected and acting Secretary of Temecula
Valley Bancorp Inc. (the "corporation"); and

     (2) The foregoing Action with Respect to Bylaws describes actions taken
with respect to the corporation's Bylaws, as duly adopted and approved by the
corporation's Board of Directors on March 22, 2006.

     IN WITNESS WHEREOF, I have hereunto subscribed my name on or about March
22, 2006.



                                                    /s/ DONALD A. PITCHER
                                                    ----------------------------
                                                    Donald A. Pitcher, Secretary