EXHIBIT 99
                                                                      ----------


Dear Shareholder:

Enterprise  Bancorp,  Inc.  reported  net  income  for the  three  months  ended
September  30, 2004 of $2.044  million  compared to $1.863  million for the 2003
period,  an increase of 10%. The growth was due  primarily to an increase in net
interest income,  partially offset by declines in net gains realized on sales of
investment   securities  and  residential   mortgage  loans,  and  increases  in
non-interest expense.

Net income for the nine  months  ended  September  30,  2004 was $5.503  million
compared to $5.065 million for the 2003 period,  an increase of 9%. The increase
was due primarily to net interest income growth and lower tax expenses(1), which
were partially  offset by decreased net gains on sales of investment  securities
and residential  mortgage loans, and increases in non-interest  expenses and the
provision for loan losses.

The company  continued to experience  strong  growth over the prior year.  Total
assets at September 30, 2004 amounted to $826.0 million, an increase of 9% since
September 30, 2003. Total loans grew to $552.0 million at September 30, 2004, an
increase  of 19%  over the  prior  year.  Deposits  plus  repurchase  agreements
amounted  to $743.0  million at  September  30,  2004,  an  increase  of 9% over
September  30, 2003.  In addition,  the  Investment  Management  and Trust Group
reported  investment  assets under management of $406.0 million,  a 13% increase
versus one year ago.  Total  assets,  investment  assets under  management,  and
mortgage  loans  serviced for others  amounted to $1.2 billion at September  30,
2004, an increase of 10% from September 30, 2003.

Commercial lending continued strong growth, reporting an increase of $53 million
in outstanding commercial loan balances for the first nine months of 2004. It is
interesting to note that in New England  commercial loans for the acquisition of
equipment and new machinery have increased this quarter, a hopeful sign that the
"regional  economy is regaining  traction," as described by the Federal  Reserve
Chairman Alan Greenspan.  To further service our commercial customers,  the bank
recently introduced a creative new product,  the Business Payment Connection SM.
Business  owners now have an innovative  cash  management  solution that creates
positive cash flow for growing  businesses.  This product provides customers the
opportunity  to use a  convenient  paperless,  management  tool for  purchasing,
invoicing,  payment, and tracking purposes.  We welcome shareholder inquiries to
Vice President Stephen Dolan concerning this new internet-based  service,  as it
is a very attractive addition to our commercial product line.

We are pleased to report that our North Central  region  (Fitchburg & Leominster
branches) has exceeded  combined deposits and investment assets under management
of $100 million. This is a significant milestone, and a tribute to the hard work
and effort of our North Central team. Directors Ken Ansin and John Clementi,  in
conjunction  with the North Central  staff,  hosted a reception on October 20 to
thank our current  business  customers for their past support,  and to encourage
customers to refer potential new business relationships to the bank.


- -------------------------
Business Payment Connection SM is a registered service mark.




Our business  development team has been further enhanced by the addition of Juan
Gomez.  Juan recently  joined  Enterprise's  Sales  Department  having served as
Director of Business  Development  for Central  Mass ACCION USA.  Juan brings an
extensive  network of commercial  relationships to his new  responsibilities.  A
graduate of Assumption  College,  Juan currently  serves as Vice Chairman of the
City  Council in  Worcester,  and is  co-founder  of the  WNC-Minority  Business
Council.  Juan will be  involved  in  business  development  efforts in both the
Merrimack Valley and the North Central regions.

The  bank  is  committed  to its  steady  expansion  plans,  seeking  to  select
attractive new opportunities  within a thirty-mile radius of our main office. In
August we filed all necessary  applications  to open a  full-service  commercial
branch  at  130  Main  Street   (East  Point   Plaza)  in  Salem,   NH.  With  a
well-established branch network throughout the Merrimack Valley, Salem will mark
Enterprise's  entry into the southern New Hampshire market.  Salem is recognized
for its thriving business climate, and is the home to a large number of medical,
legal and professional practices.  The Salem market presents a great opportunity
for an  independent  commercial  bank like  Enterprise,  as area  businesses and
professionals have been the victims of recent bank merger and acquisition fever.
Enterprise  presents a strong  alternative to  mega-regional  banking and we are
well positioned to enter the Salem market. Joining the Enterprise Bank family in
September,  VP/Branch  Manager  Susan  Covey  brings  over 17 years  of  banking
experience  in the Salem  area.  We will be  announcing  additional  Salem  team
members shortly. Renovations to a former bank facility are currently in progress
and we anticipate a late 2004 opening.

The Enterprise  Bank family  continues to receive  recognition on a regional and
local level. On October 22, Enterprise Bank was the recipient of the prestigious
"Organization  of the  Year"  award  presented  by  the  Boys &  Girls  Club  of
Billerica.  This highly-regarded community event attracts a large group of civic
and business leaders.  We are proud of the many  contributions the staffs of our
Billerica branches have made to civic and charitable activities in the Billerica
area.  On a more personal  level,  we also share news with you about a member of
the Dracut  office.  Sandi  Cunha,  along with her husband  Ken,  was honored on
October 27 at Community Teamwork's annual "Local Heroes" event. Sandi has a long
history of involvement in civic  activities and currently serves as President of
the  Dracut  Lions  Club,  and as a  member  of  Dracut's  Annual  Old  Home Day
committee.

Kindly take a moment to review the enclosed business  brochure.  In the past, we
have  shared  information  with you about  Enterprise's  commitment  to Lowell's
revitalization,  and we thought  this piece is one more  example of the role our
bank plays in the life of the city. We are indeed proud to be part of the city's
cultural,  educational  and  economic  rebirth  as  Lowell  has  truly  become a
destination city for growing businesses, and an attractive place for all to live
and work.

To date, 2004 has brought many business  opportunities for our bank.  Enterprise
Bank is strong and vibrant. Our business development culture, our reputation for
service excellence,  and our unwavering  commitment to the bank's  independence,
are the cornerstones for future success.

Sincerely,




/s/ George L. Duncan     /s/ Richard W. Main            /s/ John P. Clancy, Jr.
- --------------------     -------------------            -----------------------
George L. Duncan         Richard W. Main                John P. Clancy, Jr.
Chairman/Chief           President/Chief Lending        President/Enterprise
Executive Officer        Officer/Chief Operating        Bancorp Inc./EVP/
                         Officer                        Treasurer/Enterprise
                                                        Bank

(1) In March 2003,  the company  provided for $1.9 million in state tax expenses
due to  retroactive  assessments  related to changes in  Massachusetts  tax laws
concerning the company's REIT subsidiary. In June 2003, the company subsequently
reversed  $0.8  million  of the March tax  expense.  The  reversal  was due to a
settlement  agreement  between  the  Massachusetts  Department  of  Revenue  and
Enterprise Bank, along with approximately  sixty-five other Massachusetts banks,
regarding  disputed  retroactive  assessments  for 1999 through 2002.  Under the
terms of the settlement,  the net tax expense  recorded in 2003 related to prior
periods was approximately $1.1 million.








                    Enterprise Bancorp, Inc. and Subsidiaries

                              STATEMENTS OF INCOME
                  (Dollars in thousands, except per share data)
                                   (unaudited)



                                                         Three Months Ended Sept. 30,     Nine Months Ended Sept. 30,
                                                       ------------------------------   -----------------------------
                                                            2004            2003              2004          2003
                                                       --------------  --------------   -------------  --------------
                                                                                           
INTEREST AND DIVIDEND INCOME
    Loans                                                 $     8,391    $     7,065    $    23,576    $    20,987
    Investment securities                                       1,830          1,428          5,311          5,986
    Short term investments                                        147            155            232            242
                                                          -----------    -----------    -----------    -----------

       Total interest and dividend income                      10,368          8,648         29,119         27,215
                                                          -----------    -----------    -----------    -----------

INTEREST EXPENSE
    Deposits                                                    1,681          1,597          4,657          5,168
    Repurchase agreements                                          11              3             37              9
    Federal Home Loan Bank borrowings                              13             24             81             70
    Junior subordinated debentures                                294            294            883            883
                                                          -----------    -----------    -----------    -----------

       Total interest expense                                   1,999          1,918          5,658          6,130
                                                          -----------    -----------    -----------    -----------

NET INTEREST INCOME                                             8,369          6,730         23,461         21,085

    Provision for loan losses                                     300            233          1,350            833
                                                          -----------    -----------    -----------    -----------

    Net interest income after provision for loan losses         8,069          6,497         22,111         20,252

    Non-interest income                                         1,508          1,666          4,636          4,943
    Net gains on sales of investment securities                    (2)           314            638          1,869
    Operating expenses                                         (6,373)        (5,643)       (18,746)       (17,308)
                                                          -----------    -----------    -----------    -----------

    Income before provision for income taxes                    3,202          2,834          8,639          9,756

    Provision for income taxes                                  1,158            971          3,136          4,691
                                                          -----------    -----------    -----------    -----------

NET INCOME                                                $     2,044    $     1,863    $     5,503    $     5,065
                                                          ===========    ===========    ===========    ===========

EARNINGS PER SHARE
Basic earnings per common share                           $      0.56    $      0.52    $      1.51    $      1.42
                                                          ===========    ===========    ===========    ===========

Diluted earnings per common share                         $      0.53    $      0.50    $      1.45    $      1.37
                                                          ===========    ===========    ===========    ===========

Dividend per common share (1)                             $      0.00    $      0.00    $      0.43    $      0.38
                                                          ===========    ===========    ===========    ===========

Basic weighted average common shares outstanding (2)        3,676,922      3,591,374      3,636,209      3,556,541
                                                          ===========    ===========    ===========    ===========

Diluted weighted average common shares outstanding          3,824,270      3,746,889      3,797,848      3,695,686
                                                          ===========    ===========    ===========    ===========


(1)  Annual  dividends  are  generally  declared  in the second  quarter of each
     fiscal year.

(2)  Weighted  average  common  shares  outstanding  have  increased  due to the
     exercise of employee stock options and  reinvestment  of dividends from the
     dividend reinvestment plan.





                    Enterprise Bancorp, Inc. and Subsidiaries

                                 BALANCE SHEETS
                             (Dollars in thousands)
                                   (unaudited)




                                                      September 30,    December 31,   September 30,
                                                          2004             2003           2003
                                                    ---------------   -------------  -------------
                                                                            
ASSETS
    Cash and due from banks                            $    27,902    $    31,102    $    29,490
    Short term investments                                  39,170         14,000         67,500
    Investment securities                                  187,955        196,308        170,189
    Loans                                                  551,955        488,839        465,409
       Allowance for loan losses                           (10,744)        (9,986)       (10,285)
                                                       -----------    -----------    -----------
       Net loans                                           541,211        478,853        455,124
                                                       -----------    -----------    -----------
    Bank premises and equipment                             11,645         12,429         12,826
    Intangible assets                                        6,430          6,530          6,563
    Other assets                                            11,713         12,323         16,785
                                                       -----------    -----------    -----------

TOTAL ASSETS                                           $   826,026    $   751,545    $   758,477
                                                       ===========    ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
    Deposits                                           $   740,423    $   660,824    $   678,414
    Repurchase agreements                                    2,605            954            936
    Federal Home Loan Bank borrowings                        6,932         20,470          5,470
    Junior subordinated debentures                          10,825         10,825         10,825
    Other liabilities                                        5,405          3,722         10,403
                                                       -----------    -----------    -----------
       Total liabilities                                   766,190        696,795        706,048
                                                       -----------    -----------    -----------

    Stockholders' equity                                    57,770         52,511         50,447
    Net unrealized appreciation on investment
       securities, net of taxes                              2,066          2,239          1,982
                                                       -----------    -----------    -----------
       Total stockholders' equity                           59,836         54,750         52,429
                                                       -----------    -----------    -----------

 TOTAL LIABILITIES &  STOCKHOLDERS' EQUITY             $   826,026    $   751,545    $   758,477
                                                       ===========    ===========    ===========

    Investment assets under management                 $   405,953    $   375,297    $   359,317
                                                       ===========    ===========    ===========

    Mortgage loans serviced for others                 $    14,862    $    15,077    $    15,886
                                                       ===========    ===========    ===========

    Total assets, investment assets under management
      and mortgage loans serviced for others           $ 1,246,841    $ 1,141,919    $ 1,133,680
                                                       ===========    ===========    ===========