EXHIBIT 99
                                                                      ----------

                                     [LOGO]

Dear Shareholder:

Enterprise  Bancorp,  Inc. reported net income of $504,074 for the first quarter
of 2003  compared  to  $1,488,430  for the  same  period  in  2002.  As noted in
correspondence  sent to you on March 22,  2003,  the  current  year  includes  a
one-time  tax  charge  of  $1.9  million  related  to  legislative   changes  in
Massachusetts  tax laws enacted in March of 2003, which are retroactive to 1999.
Outside  legal  counsel has advised us that this  retroactive  provision  may be
unconstitutional.  Nonetheless,  Enterprise  Bank,  along with an  estimated  50
Massachusetts  banks  affected,  were  advised  by  their  accounting  firms  to
immediately reserve for the entire amount of any possible  retroactive state tax
due. We cannot predict at this time whether we, or other banks,  will recoup all
or part of the  income  tax that we are now  required  to  charge  to  earnings.
Notwithstanding this one-time charge, we continue to estimate net income for the
full year 2003 to be in the range of $6.0  million to $6.4  million  compared to
$6.3 million for 2002.

Total assets,  investment assets under  management,  and mortgage loans serviced
for others amounted to $1,083,152,412 at March 31, 2003, an increase of 11% over
the prior year. Individually, total assets, deposits plus repurchase agreements,
loans,   and   investment   assets  under   management   totaled   $732,939,525,
$652,396,256,  $431,593,565  and  $333,237,613  respectively  on March 31, 2003,
increases of 14%, 12%, 11%, and 6% versus a year ago. Our loan pipeline,  a good
indicator  of future  business,  is  steady,  and we expect to  complete a large
number  of  transactions  in the  months  ahead.  The  investment  assets  under
management  total  includes  trust and brokerage  assets,  which are affected by
fluctuations in financial markets.  The 6% increase in the portfolio compared to
the prior year consists of asset growth,  offset by declining  investment market
values as a result of the decline in stock market values.

In late January,  Christopher  McCarthy was named group director and Senior Vice
President of our  Investment  Management  and Trust Group.  Chris brings over 14
years of investment managerial,  brokerage and banking experience to Enterprise.
A graduate of Nichols College (B.S. and M.B.A degrees), Chris has strong ties to
the North Central Region. He serves on the Executive Board of the Nashoba Valley
Boy  Scouts  of  America  and is a member of the  Worcester  Economic  Club.  In
addition to his investment expertise and management skills, Chris' business ties
are a great asset to our Fitchburg and Leominster offices.

On May 5, our new  Fitchburg  branch  will  officially  open at 420  John  Fitch
Highway.  Many  business  development  initiatives  in the  Fitchburg  area  are
currently underway. A strong officer calling effort is in progress,  in addition
to a targeted  advertising  campaign.  We welcome  all  shareholders  to contact
Cheryl  Gaudreau,  manager  of our new  Fitchburg  office,  at  (978)  656-5538,
concerning  business referrals in the Fitchburg area. Our Fitchburg team will be
pleased to follow up immediately on leads our shareholders provide.

In March,  the bank  hosted a special  program  throughout  our  branch  network
recognizing the many significant  achievements made by local  businesswomen.  As
part of our Women's  Week  activities,  displays  were placed in branch  lobbies
celebrating  entrepreneurs from our community.  In April, several workshops were
held at various branch locations as we continue to seek  opportunities to act as
a resource for women in business.  If you or your  associates  are interested in
upcoming activities,  please contact Dale Marcy at (978) 656-5544,  or via email
at Dale.Marcy@ebtc.com.

On April 29, bank  employees  will gather to celebrate the  retirements of three
valued members of the Enterprise  Bank family.  Jack McGovern from our Trust and
Investment Group, Eileen Trainor from our Customer Sales and Service Center, and
Jackie  Sheehan from our Dracut  branch are each ending their  banking  careers.
These three  individuals  represent  over 117  combined  years of service to the
banking  community in Greater  Lowell.  We salute Jack,  Eileen,  and Jackie for
their  outstanding  contributions to the success of Enterprise Bank during their
tenure here, and we wish them good health and happiness in the years ahead.

At the April 15 meeting of the board of directors,  it was voted to increase the
annual  dividend to 38 cents per share,  payable on June 27, to  shareholders of
record as of June 6, 2003. The 2003 dividend  payment  represents a 15% increase
over last year's  payout of 33 cents per share.  Over the past four  years,  the
majority  of   shareholders   have  elected  to   participate  in  our  dividend
reinvestment plan. We are pleased to invite additional  shareholders  interested
in dividend  reinvestment to contact Finance Officer Katelin  Deschenes at (978)
656-5584, or via email at Katelin.Deschenes@ebtc.com, prior to June 6 to arrange
for  dividend  reinvestment.   A  confirmation  of  your  dividend  reinvestment
activity,  indicating the number of additional shares purchased, will be sent to
all participants on June 27.

Your positive feedback concerning our 2002 annual report is appreciated. We were
especially pleased to hear from shareholders and friends from Billerica as their
community was featured in this year's report. As a reminder,  in preparation for
our 2003 annual meeting,  proxy material was mailed to all  shareholders in late
March.  The 2003 annual  meeting is scheduled on May 6, 2003 at 4:00 p.m. at the
American Textile Museum,  491 Dutton Street, in Lowell. It is important that you
participate by voting your proxy as soon as possible, whether or not you plan to
join us on May 6. We look forward to the annual meeting as it presents a special
opportunity  for us to speak  with  shareholders  concerning  our  plans for the
bank's future growth and  profitability.  It also gives us the chance to express
our appreciation to you for your loyal support of our Enterprise.

Sincerely,



/s/  George L. Duncan      /s/ Richard W. Main           /s/ John P. Clancy, Jr.
- ---------------------      -------------------           -----------------------
George L. Duncan           Richard W. Main               John P. Clancy, Jr.
Chairman/                  President/Chief Lending       EVP/Treasurer/CFO of
Chief Executive Officer    Officer/Chief Operating       Enterprise Bank and
Of Enterprise Bank and     Officer of Enterprise         President of Enterprise
Enterprise Bancorp, Inc.   Bank                          Bancorp, Inc.






                           Forward Looking Information


This quarterly  statement contains  "forward-looking  statements"  regarding our
anticipated  net  income  for 2003.  We  caution  readers  that  there can be no
assurance  that this  estimated  future  net  income  level will hold true and a
variety of factors may adversely  affect our results for 2003. These factors are
described  in  detail on page 2 of our  Annual  Report on Form 10-K for the year
ended  December  31,  2002,  which was  included as an insert in our 2002 Annual
Report to shareholders.









                    Enterprise Bancorp, Inc. and Subsidiaries
                              STATEMENTS OF INCOME





                                                               (unaudited)
                                                     For the three months ended March 31,
INTEREST INCOME                                              2003         2002
                                                         -----------   ----------
                                                                 
Interest and fees on loans                                $6,889,722   $6,880,965
Interest on investment securities                          2,501,598    2,581,901
Interest on federal funds sold                                24,018       36,695
                                                          ----------   ----------

Total interest income                                      9,415,338    9,499,561
                                                          ----------   ----------

INTEREST EXPENSE

Interest on deposits                                       1,852,407    2,327,708
Interest on repurchase agreements                              2,926      182,845
Interest on Federal Home Loan Bank borrowings                 22,599        6,983
                                                          ----------   ----------

Total interest expense                                     1,877,932    2,517,536
                                                          ----------   ----------

NET INTEREST INCOME                                        7,537,406    6,982,025

    Provision for loan losses                                300,000      390,000
                                                          ----------   ----------

    Net interest income after provision for loan losses    7,237,406    6,592,025
                                                          ----------   ----------


    Operating expenses                                    (5,472,793)  (5,727,333)
    Depreciation                                            (662,965)    (577,645)
    Amortization of intangible assets                        (33,193)     (33,193)
    Non-interest income                                    1,580,737    1,357,298
    Net gains on sales of investment securities            1,315,754      416,027
                                                          ----------   ----------
    Income before provision for income taxes               3,964,946    2,027,179
    Provision for income taxes                             3,460,872      538,749
                                                          ----------   ----------

NET INCOME                                                $  504,074   $1,488,430
                                                          ==========   ==========

EARNINGS PER SHARE

    Basic earnings per common share                       $     0.14   $     0.43
                                                          ==========   ==========

    Diluted earnings per common share                     $     0.14   $     0.42
                                                          ==========   ==========

    Dividends per common share*                           $        -   $        -
                                                          ==========   ==========

    Basic weighted average common shares outstanding **    3,533,488    3,462,232
                                                          ==========   ==========

    Diluted weighted average common shares outstanding     3,660,855    3,578,384
                                                          ==========   ==========




*    Annual  dividends  are  generally  declared  in the second  quarter of each
     fiscal year, thus no dividends are reflected in the periods above.

**   Weighted  average common shares  outstanding have increased due to exercise
     of employee stock options and  reinvestment  of dividends from the dividend
     reinvestment plan.





                    Enterprise Bancorp, Inc. and Subsidiaries

                                 BALANCE SHEETS




                                                         (unaudited)                          (unaudited)
                                                        March 31, 2003   December 31, 2002  March 31, 2002
                                                        --------------   -----------------  --------------
ASSETS
                                                                                 
    Cash and due from banks                          $    34,252,334    $    45,778,048   $    30,649,287
    Federal funds sold                                    38,500,000               --           5,000,000
    Investment securities                                208,002,227        239,295,617       196,637,883
    Loans                                                431,593,565        414,123,485       387,900,706
        Allowance for loan losses                         (9,744,360)        (9,371,057)       (8,901,943)
                                                     ---------------    ---------------   ---------------
        Net loans                                        421,849,205        404,752,428       378,998,763
                                                     ---------------    ---------------   ---------------
    Bank premises and equipment                           13,271,471         13,143,900        12,988,852
    Intangible assets                                      6,629,700          6,662,892         6,762,469
    Other assets                                          10,434,588          9,062,794         9,952,260
                                                     ---------------    ---------------   ---------------

TOTAL ASSETS                                         $   732,939,525    $   718,695,679   $   640,989,514
                                                     ===============    ===============   ===============

LIABILITIES, TRUST PREFERRED SECURITIES AND
STOCKHOLDERS' EQUITY

    Deposits                                             651,433,424        638,031,838       542,678,637
    Repurchase agreements                                    962,832            762,737        39,720,867
    Federal Home Loan Bank borrowings                     10,470,000         16,470,000           470,000
    Other liabilities                                     10,496,192          2,850,774         4,490,624
                                                     ---------------    ---------------   ---------------
    Total liabilities                                    673,362,448        658,115,349       587,360,128
                                                     ---------------    ---------------   ---------------

    Trust preferred securities                            10,500,000         10,500,000        10,500,000

    Stockholders' equity                                  46,134,145         45,612,399        40,900,222
    Net unrealized appreciation on investment
        securities, net of taxes                           2,942,932          4,467,931         2,229,164
                                                     ---------------    ---------------   ---------------
    Total stockholders' equity                            49,077,077         50,080,330        43,129,386
                                                     ---------------    ---------------   ---------------

TOTAL LIABILITIES, TRUST PREFERRED
SECURITIES AND STOCKHOLDERS' EQUITY                  $   732,939,525    $   718,695,679   $   640,989,514
                                                     ===============    ===============   ===============


    Investment assets under management               $   333,237,613    $   314,095,210   $   314,446,406
                                                     ===============    ===============   ===============

    Mortgage loans serviced for others               $    16,975,274    $    16,860,951   $    20,655,272
                                                     ===============    ===============   ===============

    Total assets, investment assets under
        management and mortgage loans serviced for
        others                                       $ 1,083,152,412    $ 1,049,651,840   $   976,091,192
                                                     ===============    ===============   ===============