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): July 24, 2003 (July 24, 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 5.       Other Events and Required FD Disclosure


                  James A.  Marcotte,  who  joined  the  registrant's  principal
subsidiary,  Enterprise  Bank and Trust  Company,  in May of 2003 as Senior Vice
President  and Chief  Financial  Officer,  has also been  appointed  to serve as
Senior Vice President and Chief Financial Officer for the registrant.

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 fiscal quarter ended on
     June 30, 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 and six months ended on June
30, 2003.  This  information  is contained  in the first two  paragraphs  of the
registrant's  quarterly  report to stockholders  for the fiscal quarter ended on
June 30, 2003, together with the registrant's consolidated balance sheet at, and
statements  of income  for the  three and six  months  ended on,  June 30,  2003
included in such report. A copy of this quarterly report to stockholders,  which
was mailed to  stockholders on or about July 24, 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:  July 24, 2003               By:   /s/  James A. Marcotte
                                       -----------------------------------------
                                            James A. Marcotte
                                            Senior Vice President and
                                            Chief Financial Officer