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): June 15, 2009

                                 ______________

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

          California                   001-33897                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 8.01 - Other Events.

     The Federal Deposit Insurance Corporation ("FDIC") issued a Supervisory
Prompt Corrective Action Directive ("Directive") to Temecula Valley Bank
("Bank"), the banking subsidiary of Temecula Valley Bancorp Inc. ("Company"),
dated June 15, 2009. Prior to its issuance, the Bank was subject to all of the
Directive's restrictions except that: (1) the recapitalization requirements
previously imposed by the Bank's regulators required earlier action and more
capital; and (2) the asset growth limitation was previously in the form of plans
to be adopted by the Bank to reduce the level of land and construction loans and
the level of classified and delinquent loans. Those prior requirements remain in
effect. Thus, before its receipt of the Directive, the Bank had addressed or was
in the process of addressing each element of the Directive, as more specifically
addressed below.

     The Directive requires the Bank to take one or more of the following
actions to recapitalize the Bank within 30 days, or by July 15, 2009: (1) sell
enough voting shares or obligations of the Bank so that the Bank will be
"adequately capitalized," as defined under the Federal Deposit Insurance Act
("Act") and the relative FDIC regulations, after the sale; and/or (2) accept an
offer to be acquired by a depository institution holding company or combine with
another insured depository institution. As announced on June 1, 2009, the
Company has entered into a letter of intent with Bancroft Capital, LLC dated May
27, 2009. There is no assurance that the transactions contemplated in the letter
of intent will result in a completed transaction or that any other strategy to
recapitalize the Bank will be successful.

     The Directive states that the FDIC has categorized the Bank as being a
"significantly undercapitalized" depository institution, as defined under the
Act and FDIC rules and regulations, prohibits the acquisition or roll-over of
brokered deposits and restricts the interest rates that the Bank may pay on
deposits to prevailing rates in accordance with FDIC regulations. The Bank
ceased acquiring brokered deposits and began implementing the applicable rate
restrictions in January 2009. In addition, the Directive states that the Bank is
not permitted to increase its average total assets or make any capital
distributions to the Company or to pay bonuses or increase the compensation of
any director or officer of the Bank. As previously disclosed, the Bank embarked
upon an asset reduction strategy in December 2008 and has substantially
decreased the overall compensation levels at the Bank with most of the executive
officers taking a voluntary pay reduction in May 2009; the directors voluntarily
ceased taking any form of compensation in January 2009.

     For further information about the Directive, see the full text of the
Directive, which is attached as Exhibit 99.1 to this Report on Form 8-K and is
incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.

     (d)     Exhibit

             99.1     Federal Deposit Insurance Corporation Supervisory Prompt
      Corrective Action Directive, dated June 15, 2009




                                    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: June 17, 2009                     By:   /s/ FRANK BASIRICO, JR.
                                            ------------------------------------
                                            Frank Basirico, Jr.
                                            Chief Executive Officer




                                  EXHIBIT INDEX


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

99.1                     Federal Deposit Insurance Corporation Supervisory
                         Prompt Corrective Action Directive, dated June 15, 2009

EX-99.1

                                                                    Exhibit 99.1


                      FEDERAL DEPOSIT INSURANCE CORPORATION

                                WASHINGTON, D.C.

- -----------------------------------------
                                         )
                                         )
In the Matter of                         )
                                         )              SUPERVISORY
TEMECULA VALLEY BANK                     )              PROMPT CORRECTIVE
TEMECULA, CALIFORNIA                     )              ACTION DIRECTIVE
                                         )
(INSURED STATE NONMEMBER BANK)           )              FDIC-09--280PCAS
                                         )
- -----------------------------------------

     WHEREAS, Temecula Valley Bank, Temecula, California (the "Bank") is a
significantly undercapitalized depository institution as that term is defined in
Section 38(b)(1) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C.
ss.1831o(b)(1), and Section 325.103 of the Federal Deposit Insurance Corporation
("FDIC") Rules and Regulations, 12 C.F.R. ss.325.103;

     WHEREAS, pursuant to a letter dated April 8, 2009, notifying the Bank of
its undercapitalized capital category, the FDIC required the Bank to submit an
acceptable capital restoration plan to the FDIC by May 22, 2009;

     WHEREAS, the Bank submitted a capital restoration plan on May 12, 2009
which the FDIC determined was unacceptable pursuant to section 38(e)(2) of the
Act, 12 U.S.C. ss.1831o(e)(2), and section 325.104 of the FDIC Rules and
Regulations, 12 C.F.R. ss. 325.104;

     WHEREAS, based on the Bank's Consolidated Report of Condition and Income
(Call Report) as of March 31, 2009, the FDIC sent a letter to the Bank dated May
28, 2009 notifying the Bank of its deterioration to a significantly
undercapitalized capital category;

     WHEREAS, the Bank's condition continues to deteriorate;

     WHEREAS, the Bank's management has not demonstrated the ability to return
the Bank to a safe and sound condition;




     WHEREAS, the Bank's unacceptable capital plan and deteriorating condition
and management's inability to return the Bank to a safe and sound condition
require that prompt corrective action be taken immediately.

     WHEREAS, the actions in this directive are necessary to carry out the
purposes of Setion 38 of the Act including Section 38(e)(5), 12 U.S.C.
1831o(e)(5);

     THEREFORE, the FDIC finds it necessary, in order to carry out the purposes
of Section 38 of the Act, to issue this SUPERVISORY PROMPT CORRECTIVE ACTION
DIRECTIVE without providing notice as set forth in Section 308.201(a)(1) of the
FDIC's Rules of Practice and Procedure, 12 C.F.R. ss.308.201(a)(1), and hereby
issues this SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE pursuant to Section
38 of the Act, 12 U.S.C. ss.1831o, and Section 308.201(a)(2) of the FDIC's Rules
of Practice and Procedure, 12 C.F.R. ss.308.201(a)(2).

                 SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE
                 ----------------------------------------------

     IT IS HEREBY DIRECTED, that within 30 days of the effective date of this
Directive, the Bank shall take on or both of the following actions to
recapitalize the Bank:

     1.   The Bank shall sell enough voting shares or obligations of the Bank so
          that the Bank will be adequately capitalized after the sale; and/or

     2.   The Bank shall accept an offer to be acquired by a depository
          institution holding company or to combine with another insured
          depository institution;

     FURTHER DIRECTED, that during the period this Directive is in effect, the
Bank shall not accept, renew or rollover any brokered deposits as defined in
section 337.6(a)(2) of the FDIC Rules and Regulations, 12 C.F.R. ss.
337.6(a)(2);

     FURTHER DIRECTED, that during the period this Directive is effective, the
Bank shall restrict the interest rates that the Bank pays on deposits to comply
with the interest rate restrictions in section 337.6 of the FDIC Rules and
Regulations, 12 C.F.R. ss. 337.6;


                                     - 2 -


     FURTHER DIRECTED, that during the period this Directive is in effect, the
Bank shall not permit its average total assets during any calendar quarter to
exceed its average total assets during the preceding calendar quarter;

     FURTHER DIRECTED, that during the period this Directive is in effect, the
Bank shall make no capital distributions or dividend payments to its parent or
any affiliate of the Bank or its parent, nor shall the Bank pay any bonuses to,
or increase the compensation of, any director or officer of the Bank without
prior written approval from the FDIC. The term "capital distribution" shall be
defined as at Section 38(b)(2)(B) of the Act (12 U.S.C. ss. 1831o(b)(2)(B));

     FURTHER DIRECTED, that during the period this Directive is in effect, the
Bank shall comply with Section 23A of the Federal Reserve Act as if subsection
(d)(1) of that section (exempting transactions with certain affiliated
institutions) did not apply;

     FURTHER DIRECTED, that during the period this Directive is in effect, the
Bank shall not engage in branching and shall solicit the FDIC's prior written
approval to relocate, sell or dispose of any existing branch;

     FURTHER DIRECTED, that the provisions of this SUPERVISORY PROMPT CORRECTIVE
ACTION DIRECTIVE shall not affect the obligations of the Bank pursuant to any
other action issued against the Bank by the FDIC;

     FURTHER DIRECTED, that this SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE
shall become effective immediately upon its receipt by the Bank.

     Each provision of this SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE shall
be binding upon the Bank, its directors, officers, employees, agents,
successors, assigns, and other institution-affiliated parties of the Bank.


                                     - 3 -


     Each provision of this SUPERVISORY PROMPT CORRECTIVE ACTION DIRECTIVE shall
remain effective and enforceable until the Bank has been adequately capitalized
on average for four (4) consecutive calendar quarters, except to the extent that
any provision shall be modified, terminated, suspended, or set aside by the
FDIC.

     The Bank may file a written appeal of this SUPERVISORY PROMPT CORRECTIVE
ACTION DIRECTIVE within fourteen (14) calendar days from the date of the
issuance of this Directive as provided in section 308.201(a)(2) of the FDIC's
Rules of Practice and Procedure, 12 C.F.R. ss.308.201(a)(2). The appeal shall be
filed with Stan Ivie, Regional Director, Federal Deposit Insurance Corporation,
San Francisco Regional Office, 25 Jessie Street at Ecker Square, San Francisco,
California 94105, with a copy to Joseph J Sano, Regional Counsel, Federal
Deposit Insurance Corporation, San Francisco Regional Office, 25 Jessie Street
at Ecker Square, San Francisco, California 94105.

     Pursuant to delegated authority. Dated this 15th day of June, 2009.


                                  /s/ J. George Doerr
                                  ----------------------------------------------
                                  J. George Doerr
                                  Deputy Regional Director
                                  Divison of Supervision and Consumer Protection


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