S-8

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TEMECULA VALLEY BANCORP INC.
(Exact Name of Registrant as Specified in its Charter)

	DELAWARE		            46-0476193
(State or Other Jurisdiction of		(IRS Employer Identification No.)
Incorporation or Organization)


27710 Jefferson Avenue, Suite A100, Temecula, CA	92590
(Address of Principal Executive Offices)	(Zip Code)

	Temecula Valley Bank, National Association
	1996 Incentive and Nonqualified Stock Option Plan (Employees),
	as Amended, and as Adopted and Assumed by Temecula Valley Bancorp Inc.
(Full title of the Plan)

Stephen H. Wacknitz
President and Chief Executive Officer
Temecula Valley Bancorp Inc.
27710 Jefferson Avenue, Suite A100
	Temecula, CA  92590
(Name and Address of Agent for Service)

	(909) 694-9940
(Telephone Number, Including Area Code, of Agent For Service)



	CALCULATION OF REGISTRATION FEE
Title of Each		Proposed	 Proposed
  Class of		Maximum	 Maximum
 Securities	  Amount	Offering	Aggregate	  Amount of
   To be	  To Be	 Price	 Offering	Registration
 Registered	Registered(1)	Per Unit	  Price	     Fee(2)

				
Common stock	572,872	$11.60	$6,645,315	$612
$0.001 par 	shares
value


(1)	This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, such indeterminate number of shares as may
become subject to options under the Temecula Valley Bank, National
Association 1996 Incentive and Nonqualified Stock Option Plan
(Employees)("1996 Plan"), as Amended, and as Adopted and Assumed by Temecula
Valley Bancorp Inc. ("Bancorp") as a result of the adjustment provisions
thereof.

(2)	The fee was calculated as follows: $92 for each $1 million registered.


PART I	INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

		The document containing the information in Part I and the
documents incorporated by reference into this Registration Statement
constitute a prospectus that meets the requirements of Section 10(a) of the
Act.  Pursuant to the notes to Form S-8, such documents need not be filed
with the Securities and Exchange Commission ("SEC")but must be given to
participants in the 1996 Plan.

		Bancorp acquired all the outstanding common stock of Temecula
Valley Bank, N.A. (the "Bank") in a bank holding company reorganization (the
"Reorganization") consummated on June 3, 2002.  As a result of the
Reorganization, the outstanding shares of the Bank were exchanged for shares
of Bancorp on a tax-free, one-share-for one-share basis and the Bank became a
wholly-owned subsidiary of Bancorp.  Additionally, Bancorp was designated as
the "successor-registrant" to the Bank which previously had filed reports and
proxy statements pursuant to the Exchange Act with the Comptroller of the
Currency ("OCC").

		As part of the Reorganization, Bancorp adopted and assumed
certain stock based compensation plans of the Bank, including the 1996 Plan.
These plans will apply to the shares of common stock of Bancorp.  Shares of
the Bank which were to be issued pursuant to the 1996 Plan had previously
been registered with the OCC pursuant to the Act prior to the Reorganization.

PART II	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE.

		The following documents are incorporated by reference in this
Registration Statement:

(a)	The Bank's Form 10-KSB for the year ended December 31, 2001
(as filed with the OCC);

(b)	The Bank's Form 10-QSB for the quarter ended March 31, 2001
(as filed with the OCC); and

(c)	The Bancorp's Form 8-A (as filed with the SEC), including
the description of Bancorp's common stock included therein filed in
connection with the Reorganization.

Additionally, all documents subsequently filed by Bancorp
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and be part thereof from the date of filing of such documents.

ITEM 4.	DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.	INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.	INDEMNIFICATION OF DIRECTORS AND OFFICERS.

TEMECULA VALLEY BANCORP INC.

		The Bancorp's bylaws provide for indemnification of its officers,
directors, employees and agents to the fullest extent permitted by Delaware
and California law.  See a discussion of California law below under Temecula
Valley Bank, N.A.  Bancorp's Certificate of Incorporation also contains a
provision, consistent with Delaware law, reducing or eliminating director
liability in certain circumstances.

		Section 145 of the Delaware Corporation Law provides that
corporations may indemnify an individual made a party to any threatened,
pending, or completed action, suit or proceeding whether civil, criminal,
administrative or investigative, because the individual is or was a director,
officer, employee or agent of the corporation, against liability incurred in
the proceeding if the person acted in good faith and reasonably believed his
and her conduct was in the corporation's best interest or was not opposed to
the corporation's best interest.

		Section 145(c) further provides that a corporation shall
indemnify an individual who was successful on the merits or otherwise in any
proceeding to which the director or officer was a party because the
individual was or is a director or officer of the corporation, for reasonable
expenses incurred by the director in connection with the proceeding.  Section
145(g) provides that a corporation may purchase and maintain insurance on
behalf of the corporation or who, while a director, officer, employee or
agent of the corporation is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
any liability asserted against or incurred by the individual in that capacity
or arising from the individual status as a director, officer, employee or
agent.

TEMECULA VALLEY BANK, N.A.

		Pursuant to the regulations of the OCC, a national bank may only
make or agree to make indemnification payments to an institution-affiliated
party with respect to any administrative proceeding or civil action initiated
by any Federal banking agency that are reasonable and consistent with the
requirements of 12 USC 1828(k) and the implementing regulation thereunder.
In connection with administrative proceedings or civil actions not initiated
by a Federal banking agency, a national bank may indemnify an institution-
affiliated party for damages and expenses, including the advancement of
expenses and legal fees, in accordance with the law of the state in which the
main office of the bank is located, the law of the state in which the bank's
holding company, if any, is incorporated or the relevant provisions of the
Model Business Corporation Act or the Delaware General Corporations Law,
provided such payments are consistent with safe and sound banking practices.
The Bank has selected California as the model for its indemnification
provisions.

		The California General Corporation Law (the "CGCL") provides a
detailed statutory framework covering limitation of liability of directors in
certain instances and indemnification of any director, officer or other agent
of a corporation who is made or threatened to be made a party to any legal
proceeding by reason of his or her services on behalf of such corporation.

		With respect to limitation of liability, the CGCL permits a
California corporation to adopt a provision in its articles of incorporation
reducing or eliminating the liability of a director to the corporation or its
shareholders for monetary damages for breach of the fiduciary duty of care,
provided that such liability does not arise from certain proscribed conduct
(including intentional misconduct and breach of duty of loyalty).  The CGCL
in this regard relates only to actions brought by shareholders on behalf of
the corporation (i.e., "derivative actions") and does not apply to claims
brought by outside parties.

		With respect to indemnification, the CGCL provides that to the
extent any officer, director or other agent of a corporation is successful
"on the merits" in defense of any legal proceeding to which such person is a
party or is threatened to be made a party by reason of his or her service on
behalf of such corporation or in defense of any claim, issue, or matter
therein, such agent shall be indemnified against expenses actually and
reasonably incurred by the agent in connection therewith, but does not
require indemnification in any other circumstance.  The CGCL also provides
that a corporation may indemnify any agent of the corporation, including
officers and directors, against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in a third party proceeding
against such person by reason of his or her services on behalf of the
corporation, provided the person acted in good faith and in a manner he or
she reasonably believed to be in the best interests of such corporation.  The
CGCL further provides that in derivative suits, a corporation may indemnify
such a person against expenses incurred in such a proceeding, provided such
person acted in good faith and in a manner he or she reasonably believed to
be in the best interests of the corporation and its shareholders.
Indemnification is not available in derivative actions (i) for amounts paid
or expenses incurred in connection with a matter that is settled or otherwise
disposed of without court approval or (ii) with respect to matters for which
the agent shall have been adjudged to be liable to the corporation unless the
court shall determine that such person is entitled to indemnification.

		The CGCL permits expense advances incurred in defending any
proceeding against a corporate agent by reason of his or her service on
behalf of the corporation upon the giving of a promise to repay any such sums
in the event it is later determined that such person is not entitled to be
indemnified.  Finally, the CGCL provides that the indemnification provided by
the statute is not exclusive of other rights to which those seeking
indemnification may be entitled, by bylaw, agreement or otherwise, to the
extent additional rights are authorized in a corporation's articles of
incorporation.  The law further permits a corporation to procure insurance on
behalf of its directors, officers and agents against any liability incurred
by any such individual, even if a corporation would not otherwise have the
power under applicable law to indemnify the director, officer or agent for
such expenses.

		The Articles of Association and Bylaws of the Bank implement the
applicable statutory framework by limiting the personal liability of
directors for monetary damages for a breach of a director's fiduciary duty of
care and making indemnification mandatory in those situations where it is
merely permissible under the CGCL.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

		The Bank presently maintains a policy of directors' and officers'
liability insurance.

ITEM 7.	EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.	EXHIBITS.

4	Temecula Valley Bank, National Association 1996 Incentive
and Nonqualified Stock Option Plan (Employees), as Amended,
and as Adopted and Assumed by Temecula Valley Bancorp Inc.

5	Opinion of McAndrews, Allen & Matson relating to the
legality of securities being registered, and consent

23a	Consent of Vavrinek, Trine, Day & Co., LLP

23b	Consent of McAndrews, Allen & Matson is contained in the
opinion filed as Exhibit 5 4

ITEM 9.	UNDERTAKINGS.

		The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:

(i)	To include any prospectus required by section
10(a)(3) of the Act;

(ii)	To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if
the total dollar value of securities offered
would not exceed that which was registered) and
any deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospects filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and
price represent no more than a 20% change in
the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table
in the effective registration statement.

(iii)	To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;

		PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) of this
Item 9 do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

(2)	That, for the purpose of determining any liability
under the Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.

(4)	If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration
statement to include any financial statements
required by Section 210.3-19 of this chapter at the
start of any delayed offering or throughout a
continuous offering.  Financial statements and
information otherwise required by Section 10(a)(3) of
the Act need not be furnished, PROVIDED that the
registrant includes in the prospectus to this
paragraph (a)(4) and other information necessary to
ensure that all other information in the prospectus
is at least as current as the date of those financial
statements.  Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a 5
post-effective amendment need not be filed to include
financial statements and information required by
Section 10(a)(3) of the Act or Section 210.3-19 of
this chapter if such financial statements and
information are contained in periodic reports file
with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in
the Form F-3.

		The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

		Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.












[SIGNATURES ON FOLLOWING PAGE]


SIGNATURES

		Pursuant to the requirements of the Act, Temecula Valley Bancorp
Inc. has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Temecula, State of California on May 21, 2002.

TEMECULA VALLEY BANCORP INC.


By:	  /S/ STEPHEN H. WACKNITZ
STEPHEN H. WACKNITZ
President and Chief Executive
Officer



By:	  /S/ DONALD A. PITCHER
Donald A. Pitcher
Chief Financial Officer


		Pursuant to the requirements of the Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.



		
Name	Title	Date


  /S/ STEVEN W. AICHLE, D.V.M.
Steven W. Aichle, D.V.M.	Director	May 21, 2002


  /S/ ROBERT P. BECK, D.D.S.
Robert P. Beck, D.D.S.	Director	May 21, 2002


  /S/ NEIL M. CLEVELAND
Neil M. Cleveland	Director	May 21, 2002


  /S/ LUTHER J. MOHR
Luther J. Mohr	Director	May 21, 2002


  /S/ STEPHEN H. WACKNITZ
Stephen H. Wacknitz	Chairman of the Board	May 21, 2002


  /S/ RICHARD W. WRIGHT
Richard W. Wright	Director	May 21, 2002



EXHIBIT INDEX



Exhibit	Description

	
4	Temecula Valley Bank, National Association 1996 Incentive
and Nonqualified Stock Option Plan (Employees), as Amended,
and as Adopted and Assumed by Temecula Valley Bancorp Inc.

5	Opinion of McAndrews, Allen & Matson relating to the
legality of securities being registered, and consent

23a	Consent of Vavrinek, Trine, Day & Co., LLP

23b	Consent of McAndrews, Allen & Matson*


- ------------------
* Contained in the opinion filed as Exhibit 5

	2 of 9
	Exhibit List at Page 9	0146-5\Form S-8.Emp\w
	1 of 9
	Exhibit List at Page 9	0146-5\Form S-8.Empl\w

EX-4

Exhibit 4




















TEMECULA VALLEY BANK, NATIONAL ASSOCIATION 1996 INCENTIVE AND

NONQUALIFIED STOCK OPTION PLAN (EMPLOYEES)



TABLE OF CONTENTS



1.	Purpose of the Plan.	  1

2.	Definitions.	  1

3.	Administration of the Plan.	  2

4.	Eligibility of Participants.	  3
	4.1.	General.	  3
	4.2.	ISO's.	  4

5.	Shares of Stock Subject to the Plan.	  4

6.	Option Prices.	  4

7.	Duration and Rate of Exercise of Options.	  5

8.	Nontransferability of Options.	  5

9.	Rights as a Shareholder.	  6

10.	Antidilution Provisions.	  6

11.	Merger, Consolidation, Liquidation or Reorganization of
the Bank.	  6

12.	Termination of Employment or Death or Disability of
Participant.  	  7

13.	Amendment and Discontinuance of the Plan.	  8

14.	Reissuance of Options.	  8

15.	Effective Date and Termination Date.	  8



TEMECULA VALLEY BANK, NATIONAL ASSOCIATION

1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
(EMPLOYEES)



	1.	Purpose of the Plan.  Temecula Valley Bank, National
Association, a nationally chartered banking association, hereby
establishes the 1996 Incentive And Nonqualified Stock Option Plan
(Employees).  The purpose of the Plan is to advance the interests
of the Bank, its Subsidiaries and its shareholders by providing
officers and other employees who have substantial responsibility
for the direction and management of the Bank with an
entrepreneurial incentive to (a) provide high levels of
performance, (b) undertake extraordinary efforts to increase the
earnings of the Bank, (c) increase their proprietary interest in
the Bank, and (d) remain in the employ of the Bank.  The Plan
seeks to accomplish these purposes and achieve these results by
providing Employees Options to purchase shares of the Bank's
common stock, thereby encouraging their stock ownership in the
Bank so that they may participate in the increased value of the
Bank which their effort, initiative and skill help produce.

	2.	Definitions.

		As set forth in this Plan and any Plan Agreement, the
following terms shall have the meanings set forth below:

		2.1.	"Bank" shall mean Temecula Valley Bank, National
Association, a nationally chartered banking association.

		2.2.	"Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.

		2.3.	"Committee" shall mean the Committee of the
Board of Directors composed of Directors whose purpose it is to
administer this Plan, which Committee shall at all times consist
of at least two Directors of the Bank and each of whom shall
qualify as a "Disinterested Administrator."

		2.4.	"Disinterested Administrator" is a person that
has not been granted or awarded any options under (i) this Plan
or any other plan of the Bank, (ii) any Subsidiary of the Bank or
(iii) any affiliate of the Bank for one (1) year prior to the
date such person began acting as an administrator of the Plan or
during such service and who otherwise qualifies as a
"disinterested person" under Rule 16(b)-3(c)(2)(i) of the
Securities Exchange Act of 1934, as amended ("1934 Act"), or
both.

		2.5.	"Employee" shall mean a full-time, salaried key
management employee or officer of the Bank, or any Subsidiary of
the Bank, or both.

		2.6.	"Fair Market Value" shall have the meaning set
forth in Section 6.

		2.7.	"Incentive Stock Option" shall mean an Option
granted pursuant to the Plan which qualifies as an "Incentive
Stock Option" within the meaning of Section 422 of the Code.

		2.8.	"ISO" shall mean an Incentive Stock Option.

		2.9.	"Nonqualified Stock Option" shall mean any
Option which is not an ISO.

		2.10.	"NQSO" shall mean a Nonqualified Stock Option.

		2.11.	"Option" shall mean a right to purchase Stock,
which right is granted pursuant to this Plan.

		2.12.	"Option Price" shall mean the purchase price for
Stock under an Option as determined herein.

		2.13.	"Participant" shall mean an Employee to whom an
Option is granted under this Plan.

		2.14.	"Plan" shall mean this Temecula Valley Bank,
National Association 1996 Qualified and Nonqualified Stock Option
Plan (Employees).

		2.15.	"Plan Agreement" shall mean an agreement with
respect to an Option granted pursuant to this Plan.

		2.16.	"Stock" shall mean the common stock of the Bank.

		2.17.	"Subsidiary" shall mean a subsidiary corporation
of the Bank, as defined in Section 424(f) of the Code.

	3.	Administration of the Plan.

		3.1.	This Plan shall be administered by the
Committee.  The Committee shall select one of its members as
Chairman, and shall hold meetings at such times and at such
places as it shall determine advisable.  A majority of its
members shall constitute a quorum.  All determinations of the
Committee shall be made, if at a meeting at which a quorum is
present, by not less than a majority of the members present, or
if by written consent to action, by not less than a majority of
its members.  The Committee may appoint a Secretary to keep
minutes of its meetings and, subject to the bylaws of the Bank
and resolutions of the Board of Directors, shall make such rules
and regulations for the conduct of its business as it shall deem
advisable.

		3.2.	Subject to the provisions of the Plan, the
Committee shall have plenary authority, in its discretion, to:
(a) determine the Employees of the Bank and its Subsidiaries who
shall be Participants and to whom Options shall be granted; (b)
determine the time or times at which Options shall be granted;
(c) determine the Option Price of the shares of Stock subject to
each Option; (d) determine the time or times when each Option
shall become exercisable and the duration of the exercise period;
(e) determine the types of Options, whether they be ISO's or
NQSO's, to be granted, (f) determine the number of shares of
Stock to be subject to each Option; provided, however, that the
number of shares subject to outstanding options held by any
single Participant shall not exceed 10 percent of the total
outstanding shares of Stock of the Bank; (g) to determine any
conditions or restrictions imposed on Stock acquired pursuant to
the exercise of an Option (including, but not limited to,
repurchase rights, forfeiture restrictions and restrictions on
transferability); (h) interpret the Plan and prescribe, amend and
rescind rules and regulations relating to the Plan.  The
Committee, in the exercise of this power, may correct any defect,
omission or inconsistency in the Plan or any Plan Agreement in a
manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective; (i) determine the terms and
provisions, and amendments thereto, of each Plan Agreement (which
need not be the same as any other Plan Agreement), including such
terms and provisions as may be necessary to conform to any
changes in the law applicable thereto; and (j) make all
determinations necessary or advisable for the administration of
the Plan.  The Committee's determinations on the foregoing
matters shall be conclusive.

		3.3.	The Committee shall use its best efforts to
cause the Plan to comply with the provisions of Rule 16b-3
promulgated pursuant to the 1934 Act as in effect from time to
time, to the extent applicable to the Plan.  All of the members
of the Committee shall be "disinterested persons" as provided in
Rule 16b-3(c)(2)(i) promulgated pursuant to the 1934 Act.

	4.	Eligibility of Participants.

		4.1.	The Committee may grant Options to any key
Employee.  Options may be awarded by the Committee at any time
and from time to time to new Participants, previous Participants
and/or present Participants, or to a greater or lesser number of
Participants, and may include or exclude previous Participants.
In selecting Participants, the Committee may take into account
the nature of the services rendered by each of the Bank's
Employees, his or her present and potential contributions to the
Bank's success, and such other factors as the Committee shall
from time to time in its sole discretion deem relevant.  At the
time of the grant of each Option under this Plan, the Committee
shall determine whether such Option is to be designated as an ISO
or as an NQSO.  Each such designation shall be specified in the
Plan Agreement relating thereto.  If an Option is designated as
an ISO, then the provisions of Section 4.2 hereinbelow shall be
applicable to such Option and the eligibility of each Participant
therein.

		4.2.	No ISO may be granted to any Employee who, at
the time of such grant, owns capital stock constituting more than
10 percent of the total combined voting power of all classes of
stock of the Bank, or any of its Subsidiaries, unless at the time
of such grant the Option Price is fixed at not less than 110
percent of the Fair Market Value of the Stock and exercise of
such Option is prohibited by its terms after the expiration of
five years from the date such Option is granted.  The aggregate
Fair Market Value (determined at the time of grant) of the Stock
for which any Participant may be granted Options designated as
ISO's, which are exercisable for the first time by a Participant
during any calendar year, shall not exceed $100,000.  In the
event that a Participant has been granted Options to acquire
Stock with an aggregate Fair Market Value of $100,000 exercisable
for the first time in any calendar year, any further Options
granted to such Participant that are also first exercisable by
him or her in such year shall be NQSO's.  Further, no employee
may be granted Options designated as ISO's unless such employee
is a full-time, salaried officer or employee of the Bank or any
of its Subsidiaries at the time of the grant of the Option.

	5.	Shares of Stock Subject to the Plan.  Subject to the
provisions for adjustment as provided in Section 10 hereinbelow,
there shall be reserved for use upon the exercise of Options
granted from time to time under the Plan an aggregate of 150,000
shares of Stock.  If any Option shall expire or terminate for any
reason without having been exercised in full, the unpurchased
shares of Stock subject thereto shall remain reserved and again
be available for purposes of the Plan.

	6.	Option Prices.  The Option Price for each Option shall
be determined by the Committee and specified in the respective
Plan Agreement, but in no event shall be less than the Fair
Market Value of the Stock on the date such Option is granted.  As
used in this Plan, Fair Market Value shall be determined by the
Committee, and such determination shall be binding on the Bank
and upon each Participant.  The Committee shall make such
determination on the basis of the mean between the bid and asked
quotations for such Stock on the date of grant of an Option, or,
in the event there shall be no bid or asked quotation on the date
of grant, then upon the basis of the mean between the bid and
asked quotations on the date nearest preceding the date of grant.
 A determination with respect to the bid and asked quotation
shall be made with reference to the relevant market for the Stock
which shall be a recognized national securities exchange if the
Stock shall be listed and traded thereon, or if not so listed and
traded, as reported by a recognized stock quotation service, or
if not so reported, as traded by an independent brokerage firm,
or if not so traded, on the basis of arm's-length transactions
within the knowledge of the Committee between willing buyers and
willing sellers.

	7.	Duration and Rate of Exercise of Options.

		7.1.	The period for exercise of any Option shall be
fixed by the Committee and specified in the relevant Plan
Agreement, but in any event, no Option shall, by its terms, be
exercisable later than the expiration of ten years from the date
of grant.  Subject to Section 4.2 hereinabove with respect to
ISO's, the Committee may, in its discretion, provide that an
Option may not be exercised in whole or in part for any period or
periods of time in each case as specified in its related Plan
Agreement.  Except as provided in its related Plan Agreement, an
Option may be exercised in whole or in part at any time during
its term.  No Option may be exercised for a fraction of a share
of Stock.

		7.2.	No Stock shall be issuable upon exercise of any
Option unless and until, if required by the Code or any other
federal or state law or regulation, the Participant shall have
paid to the Bank the amount, if any, required to be withheld on
the amount deemed to be compensation to the Participant as a
result of the exercise of his Option, in order to satisfy
applicable income tax withholding requirements.  In the event
that any Participant shall make a disposition of Stock purchased
upon exercise of an ISO, which disposition disqualifies such
Option from ISO treatment for federal income tax purposes, such
Participant shall immediately pay to the Bank the amount, if any,
required to be withheld on the amount deemed to be compensation
to the Participant as a result of the exercise of his Option and
the disqualifying disposition, in order to satisfy applicable
income tax withholding requirements.

		7.3.	The Committee shall determine the manner in
which each Option shall be exercisable and the timing and form of
the Option Price to be paid by each Participant upon the exercise
of the Option and the related Plan Agreement shall specify such
determination and methods.  The Committee may specify that
Options may be exercised by payment in full in cash, cashier's
check or a check drawn on the Bank.  For purposes of determining
the Fair Market Value hereunder, the provisions of Section 6
hereinabove shall apply.

		7.4.	For purposes of payment of amounts subject to
withholding pursuant to applicable provisions of the Code upon
the exercise of NQSQ's, the Participant shares of Stock having an
aggregate Fair Market Value (as determined by the procedure set
forth in Section 6 hereinabove) equal to such amount are subject
to withholding.

	8.	Nontransferability of Options.  Each Option granted
under the Plan to any Participant by its terms may be pledged or
hypothecated to the extent that, under Section 424(c) of the
Code, such pledge or hypothecation would not constitute a
"disposition" of the Option or the underlying shares but shall
not be transferable by him or her otherwise than by will or the
laws of descent and distribution upon the death of the
Participant or pursuant to a qualified domestic relations order
as defined in the Code or Title I of the Employment Retirement
Income Security Act or the rules thereunder, and shall be
exercisable during his or her lifetime only by him or her or by
such person's guardian or legal representative.

	9.	Rights as a Shareholder.  Each Participant shall have
no rights as a shareholder with respect to any shares of Stock
issuable pursuant to his or her Options, until he or she shall
become the holder of such Stock, and no adjustment, except
adjustments pursuant to Section 10 hereinbelow, with respect to
such shares of Stock for which the record date is prior to the
date on which he or she shall become a holder thereof, shall be
made.

	10.	Antidilution Provisions.  In the event that additional
shares of Stock are issued pursuant to a stock split, stock
dividend or other recapitalization resulting in combinations or
exchanges of shares or otherwise, the number of shares of Stock
then covered by each outstanding Option shall be increased
proportionately with no increase in the total Option Price of the
Stock then so covered but with a corresponding adjustment in the
price for each share subject to the option, and the number of
shares of Stock reserved for the purpose of the Plan shall be
increased by the same proportion.  In the event that the shares
of Stock of the Bank from time to time issued and outstanding are
reduced by a combination of shares, the number of shares of Stock
then covered by each outstanding Option shall be reduced
proportionately with no reduction in the total Option Price of
the Stock then so covered but with a corresponding adjustment in
the price for each share subject to the option, and the number of
shares of Stock reserved for the purpose of the Plan shall be
reduced by the same proportion.

	11.	Merger, Consolidation, Liquidation or Reorganization of
the Bank.

		11.1.	Anything herein contained to the contrary
notwithstanding and unless otherwise specified in a Plan
Agreement, upon the dissolution or liquidation of the Bank, or
upon a merger, consolidation or other reorganization whereupon
the Bank is not the surviving corporation, all outstanding
Options granted hereunder shall for a 30 day period immediately
prior to such dissolution, liquidation, merger, consolidation or
reorganization become exercisable in full, unless in the event of
a merger, consolidation or other reorganization, the relative
agreements with respect thereto provide for the assumption of
such Option, in which case the surviving Corporation shall honor
such Options in full.

		11.2.	The foregoing provisions of this Section 11 to
the contrary notwithstanding, in the event that the Bank is
subject to a corporate merger, consolidation, separation,
reorganization or liquidation, or by reason of the acquisition of
property or stock of another corporation by the Bank, or any of
its Subsidiaries, and such transaction is a transaction pursuant
to which Section 424 of the Code applies, the Committee may grant
Options under the Plan in substitution for Options granted under
plans of other employers.  The Committee may impose such terms
and conditions upon the grant of any ISO under this Section as
are necessary to ensure that the substitution will qualify under
Section 424(a) of the Code and will not constitute a modification
of the option under Section 424(h), even though such term or
condition would otherwise be inconsistent with the provisions of
this Plan.  Options granted under the provisions of this Section
may be granted at prices less than the Fair Market Value of the
Stock on the date such Option is granted, so long as the ratio of
that Option Price to the Fair Market Value of the Stock is no
more favorable to the Participant than the ratio of the option
price to the fair market value of the stock subject to the old
option immediately before such substitution.  Except as otherwise
expressly provided in the agreement setting forth the terms and
conditions of such other option, the provisions of the Plan shall
govern any Options granted under this Section.  Nothing in this
Section shall be deemed or authorized as a grant of Options under
the Plan for a number of shares of Stock in excess of the number
set forth in Section 5 hereinabove.

	12.	Termination of Employment or Death or Disability of
Participant.  Unless otherwise specifically provided in a Plan
Agreement, if the employment of any Participant is terminated for
any reason whatsoever (including death) then such Option and all
rights thereunder shall wholly and completely terminate as
follows:  (a) at the expiration of 12 months after the
termination of employment if termination as by reason of death or
permanent and total disability, (b) at the expiration of 90 days
following such termination if termination was for any other
reason; provided, however, if during the 90 day period, the
Participant dies or becomes disabled, the 90 day period shall be
extended by 12 months from the date of death or disability.
During said respective 12 month and 90 day periods, such an
Option may be exercised in accordance with its terms, but only
for the number of shares with respect to its installments as have
accrued and vested as set forth in the related Plan Agreement and
as of the date of termination of employment, or (c) upon
termination if the Participant is terminated for cause.  The term
"permanent and total disability" shall, for purposes of this
Plan, have the meaning of that term as used in Section 22(e)(3)
of the Code.  The term "for cause" shall, for purposes of this
Plan, mean a consistent course of negligent conduct or willful
misconduct in the performance of duties at or on behalf of the
Bank, breach of trust involving the Bank, or any of its
directors, officers, employees, agents, consultants, customers or
shareholders, conviction of, or the pleading of no contest to, a
felony and/or fraud, embezzlement or theft against the Bank.

	13.	Amendment and Discontinuance of the Plan.  The
Committee may from time to time alter or suspend and at any time
discontinue the Plan.  However, no action of the Committee may,
without the approval of the shareholders of the Bank, increase
the maximum number of shares of Stock to be issued pursuant to
this Plan (other than adjustment pursuant to the terms of Section
10 hereinabove), materially increase the benefits accruing to the
Participants under the Plan, modify the provisions of Section 4
hereof regarding eligibility, reduce the Option Price at which
shares of Stock may be offered pursuant to Options (other than
adjustment pursuant to terms of Section 10 hereinabove) or extend
the expiration date of the Plan.  No action of the Committee may
impair a Participant's rights under any outstanding Option
previously granted under the Plan, without the consent of the
holder of such Option.

	14.	Reissuance of Options.  The Committee in its
discretion, with the consent of any Participant, may cancel any
Option outstanding under this Plan which has an Option Price,
that exceeds the Fair Market Value of the Stock on the date of
cancellation, and issue a new Option or both, on such date for
the number of shares of Stock equal to those covered by the
cancelled Option, to such Participant.

	15.	Effective Date and Termination Date.  The Plan and any
amendment thereto requiring shareholder approval shall become
effective upon the latter of (a) adoption by the Board of
Directors, or if applicable, the Committee, and (b) approval by
the shareholders of the Bank; provided that such shareholder
approval shall be obtained within 12 months of its adoption by
the Board of Directors or the Committee, as applicable.
Notwithstanding the foregoing, Options may be granted to
Participants prior to shareholder approval of the Plan; provided,
however, the exercisability of all such Options shall be
conditioned upon such approval.  The Plan shall remain in effect
until terminated by the Board of Directors of the Bank, but not
later than ten years after the date the Plan was originally
approved by the Board of Directors.

		For reference purposes, this Plan was adopted by the
Board of Directors of the Bank on July 10, 1996 and subsequently
approved by the shareholders of the Bank on December 12, 1996.



FIRST AMENDMENT TO THE
TEMECULA VALLEY BANK, NATIONAL ASSOCIATION
1996 INCENTIVE AND NONQUALIFIED
STOCK OPTION PLAN (EMPLOYEES)



		This First Amendment ("First Amendment") to the 1996
Incentive and Nonqualified Stock Option Plan (Employees) ("Plan")
is effective May 15, 2001.

		Having received the requisite approvals of the Board of
Directors and Shareholders of Temecula Valley Bank, N.A., Section
5 of the Plan, as of the date hereof, shall be deemed to include
an additional 300,000 shares of common stock.

		Except as modified hereby, the Plan shall remain in
full force and effect.

		IN WITNESS WHEREOF, the undersigned officers of
Temecula Valley Bank, N.A. have executed this First Amendment as
of May 15, 2001 on behalf of the Bank.


By:	 /S/ STEPHEN H. WACKNITZ
Stephen H. Wacknitz
Chairman, Chief Executive
Officer and President



By:	 /S/ DONALD A. PITCHER
Donald A. Pitcher
Chief Financial Officer
and Secretary


Second Amendment to the
Temecula Valley Bank, National Association
1996 Incentive and Nonqualified
Stock Option Plan (Employees)



		This Second Amendment ("Second Amendment") to the
Temecula Valley Bank, N.A. 1996 Incentive and Nonqualified Stock
Option Plan (Employees) ("Plan") is effective May 15, 2002.  All
terms not otherwise defined herein shall have the meaning
ascribed in the Plan.

		1.	Authorized Shares.  As a result of two 2 for 1
stock splits and an increase in the number of shares of Common
Stock authorized for grant pursuant to Options, the number of
shares of Common Stock authorized under the Plan equals 900,000
and, as of April 30, 2002, there are 90,222 shares available for
grant under the Plan and 482,650 shares subject to outstanding
Options.

		2.	Authorization of Amendment.  Pursuant to Section
13 of the Plan, the Committee (which can be the Board) may make
such changes in or additions to the Plan as it deems proper and
in the best interests of the Bank and its shareholders, provided
that the Board may not change the Plan without the approval of
the shareholders of the Bank if such amendment or change would:
(i) increase the number of shares subject to the Plan; (ii)
materially increase the benefits accruing to Participants under
the Plan; (iii) modify the requirements as to eligibility under
the Plan; (iv) reduce the Option Price at which shares of Stock
may be offered pursuant to Options (other than allowed
adjustments); or (v) extend the expiration date of the Plan.  No
action of the Board may impair a Participant's rights under any
outstanding Option previously granted under the Plan without the
consent of the holder of such Option.

		3.	Board Approval.  On May 15, 2002, the Board
approved the terms of this Second Amendment, as authorized by
Section 13 of the Plan.

		4.	The Amendment.  A new Section 7.5 is hereby added
to the Plan which reads in its entirety as follows:

7.5	Notwithstanding anything to the
contrary contained in this Plan, Options
shall be exercisable at the rate of at
least 20% per year over 5 years from the
date the Option is granted, subject to
reasonable conditions such as continued
employment.  However, in the case of
Options granted to directors of the Bank
or its parent, the option may become fully
exercisable, subject to reasonable
conditions such as continued Board
membership, at any time or during any
period established by the Bank or its
parent.

		Except as modified by the First Amendment and this
Second Amendment, the Plan shall remain in full force and effect.

		IN WITNESS WHEREOF, the undersigned officers of
Temecula Valley Bank, N.A. have executed this Second Amendment as
of May 15, 2002.

Temecula Valley Bank, N.A.


By:	 /S/ STEPHEN H. WACKNITZ
Stephen H. Wacknitz
President and Chief
Executive Officer



By:	 /S/ DONALD A. PITCHER
Donald A. Pitcher
Chief Financial Officer





	1

EX-5

Exhibit 5
[LETTERHEAD]
	OUR FILE
	0146-5
	Ltr Opn MAM to S8.Emp


May 31, 2002


Temecula Valley Bancorp Inc.
27710 Jefferson Avenue, Suite A100
Temecula, CA  92590

		Re:	Registration Statement on Form S-8

Dear Board Members:

		At your request, we have examined the Registration
Statement on Form S-8 (the "Registration Statement") being file by
Temecula Valley Bancorp Inc. (the "Bancorp") with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 572,872 shares of the
Bancorp's common stock, (the "Common Stock"), issuable upon the
exercise of stock options granted pursuant to Temecula Valley Bank
1997 Nonqualified Stock Option Plan (Directors), as Amended, and as
Adopted and Assumed by the Bancorp (the "1997 Plan").

		In rendering this opinion, we have examined such documents
and records as we have deemed relevant.  We have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to originals of all
documents submitted to us as certified or reproduced copies.

		Based upon the foregoing and such other and further review
of fact and law as we have deemed necessary or appropriate under the
circumstances, and assuming that (i) all options granted under the
1997 Plan will be granted pursuant to the terms of the 1997 Plan,
(ii) the consideration for the shares of Common Stock issued pursuant
to the exercise of such options will be received prior to the
issuance thereof and (iii) the shares of Common Stock issued pursuant
to the exercise of such options will be issued in accordance with the
terms of the 1997 Plan and the option agreements (as appropriate),
upon which assumptions the following opinions are expressly
conditioned, it is our opinion that the shares upon the exercise of
options granted pursuant to the 1997 Plan and pursuant to the
Registration Statement will, when sold in accordance with the terms
of the 1997 Plan and pursuant to the Registration Statement will,
when sold in accordance with the terms of the 1997 Plan and the
option agreements, be validly issued, fully paid and non-assessable.

		This opinion is issued to you solely for use in connection
with the Registration Statement and is not to be quoted or otherwise
referred to in any financial statements of the Bancorp or related
documents, nor is it to be filed with or furnished to any government
agency or other person, without the prior written consent of this
firm in each instance.

		This firm hereby consents to the filing of this opinion as
an exhibit to the Registration Statement and to the reference to the
undersigned under the heading "Legal Matters" therein and in any
prospectus delivered to participants in the 1997 Plan and any
amendments thereto.

Respectfully submitted,


 /s/ MCANDREWS, ALLEN & MATSON
McAndrews, Allen & Matson

Temecula Valley Bancorp Inc.
May 31, 2002
Page 2

EX-23

EXHIBIT 23a

CONSENT OF INDEPENDENT AUDITORS






[Date]



The Board of Directors
Temecula Valley Bancorp Inc.
27710 Jefferson Avenue, Suite A100
Temecula, CA  92590

		We hereby consent, to the inclusion of our Independent
Auditor's Report dated January 8, 2002 regarding the statements
of financial condition of Temecula Valley Bank, N.A. as of
December 31, 2001 and 2000, and the related statements of
income, changes in shareholders' equity and cash flows of the
years then ended, incorporated by reference in the Registration
Statements on Form S-8 of Temecula Valley Bancorp, Inc.,
relative to the 1997 Nonqualified Stock Option Plan (Directors)
and the 1996 Incentive and Nonqualified Stock Option Plan
(Employees) of Temecula Valley Bank, N.A., filed with the
Securities and Exchange Commission.


/s/ VAVRINEK, TRINE, DAY & CO., LLP
Vavrinek, Trine, Day & Co., LLP



Laguna Hills, California
May 30, 2002
		0146-5\Ltr Consent Vavrinek to S-8.Emp\w