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 27, 2004
                                (April 27, 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
                March 31, 2004



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,  2004.  This  information  is  contained  in the  first  two
         paragraphs of the registrant's quarterly report to stockholders for the
         fiscal quarter ended on March 31, 2004,  together with the registrant's
         consolidated  balance sheet at, and  statements of income for the three
         months ended on, March 31, 2004 included in such report. A copy of this
         quarterly report to  stockholders,  which was mailed to stockholders on
         or about April 27, 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:  April 27, 2004             By: /s/ James A. Marcotte
                                     ----------------------------------------
                                     James A. Marcotte
                                     Senior Vice President and
                                     Chief Financial Officer