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): April 29, 2003
                                                  (April 29, 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 Quarterly report to  stockholders  for the three months ended on
                March 31, 2003



Items 9 and 12. Regulation FD Disclosure
                Results of Operations and Financial Condition

     The  registrant  has  provided   information   concerning  its  results  of
operations and financial condition for the three months ended on March 31, 2003.
This  information is contained in the first two  paragraphs of the  registrant's
quarterly  report to stockholders  for the three months ended on March 31, 2003,
together  with the  registrant's  consolidated  balance  sheet and  statement of
income at and for the three  months  ended on March 31,  2003  included  in such
report.  A copy of this quarterly  report to  stockholders,  which was mailed to
stockholders  on or about  April 29,  2003,  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:  April 29, 2003              By:   /s/  John P. Clancy, Jr.
                                       -----------------------------------------
                                              John P. Clancy, Jr.
                                              President and Treasurer
                                              (Principal Financial Officer)