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 27, 2004 (July 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 June 30, 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 and six months ended on
     June 30, 2004. 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, 2004, together with the registrant's consolidated balance
     sheet at, and  statements  of income for the three and six months ended on,
     June 30, 2004 included in such report.  A copy of this quarterly  report to
     stockholders,  which was mailed to  stockholders on or about July 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:  July 27, 2004            By: /s/ James A. Marcotte
                                    ----------------------------------------
                                    James A. Marcotte
                                    Senior Vice President and
                                    Chief Financial Officer