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): January 28, 2004
                                                        (January 28, 2004)

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

                            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 fiscal  quarter
                      ended on December 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 and twelve months
         ended on December 31, 2003. This  information is contained in the first
         three paragraphs of the  registrant's  quarterly report to stockholders
         for the fiscal  quarter  ended on December 31, 2003,  together with the
         registrant's  consolidated  balance sheet at, and  statements of income
         for the three and twelve months ended on, December 31, 2003 included in
         such report. A copy of this quarterly report to stockholders, which was
         mailed to  stockholders  on or about  January 28, 2004,  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:  January 28, 2004                     By:  /s/  James A. Marcotte
                                                --------------------------------
                                                 James A. Marcotte
                                                 Senior Vice President and
                                                 Chief Financial Officer