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): October 27, 2004
                                                       (October 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 executive offices)

                                 (978) 459-9000
              (Registrant's telephone number, including area code)



     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     []   Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     []   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     []   Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     []   Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))










Items 2.02 and 7.01.       Results of Operations and Financial Condition
                           Regulation FD Disclosure

                  The registrant has provided information concerning its results
         of  operations  and  financial  condition for the three and nine months
         ended on September 30, 2004. This information is contained in the first
         three paragraphs of the  registrant's  quarterly report to stockholders
         for the fiscal  quarter ended on September 30, 2004,  together with the
         registrant's  consolidated  balance sheet at, and  statements of income
         for the three and nine months ended on,  September 30, 2004 included in
         such report. A copy of this quarterly report to stockholders, which was
         mailed to  stockholders  on or about  October 27, 2004,  is included as
         Exhibit 99 to this report.


Item 9.01.        Financial Statements 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 September 30, 2004







                     [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:  October 27, 2004         By:  /s/ James A. Marcotte
                                    ----------------------------------------
                                    James A. Marcotte
                                    Senior Vice President and
                                    Chief Financial Officer