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 24, 2003 (March 22, 2003)

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


                            ENTERPRISE BANCORP, INC.
               (exact name of registrant as specified in charter)

        Massachusetts                 0-21021                    04-3308902
 (State or Other Jurisdiction       (Commission               (IRS Employer
 of Incorporation)                   File Number)            Identification No.)

 222 Merrimack Street                                             01852
 Lowell, Massachusetts                                         (Zip Code)
 (address of principal office)


                                 (978) 459-9000
              (Registrant's telephone number, including area code)



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits


     (a) Not applicable

     (b) Not applicable

     (c) The following exhibit is included with this report:

         Exhibit 99 Letter to stockholders dated March 22, 2003

Item 9.  Regulation FD Disclosure

         The registrant has provided guidance as  to  its expected  earnings for
     the quarter  ending on March 31,  2003 and the year ending on December  31,
     2003.  This  guidance  was  contained  in  a  letter  to  the  registrant's
     stockholders,  which was first mailed on or about March 22, 2003. A copy of
     this letter is included as Exhibit 99 to this report.


                     [Remainder of Page Intentionally Blank]



                                   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.

                                            ENTERPRISE BANCORP, INC.



Date:  March 24, 2003                       By:/s/John P. Clancy, Jr.
                                            ------------------------------------
                                                  John P. Clancy, Jr.
                                                  President and Treasurer
                                                  (Principal Financial Officer)