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):
                    September 24, 1999 (September 22, 1999)

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


                            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)









                                       -2-

Item 2.  Other Events.

         On  September  22, 1999,  Enterprise  Bancorp,  Inc.,  a  Massachusetts
corporation (the "Company"),  and its wholly owned  subsidiary,  Enterprise Bank
and Trust Company,  a Massachusetts  trust company (the "Bank"),  entered into a
Purchase and Assumption  Agreement (the "Agreement") with Fleet Financial Group,
Inc. and its principal  banking  subsidiary,  Fleet National  Bank,  pursuant to
which the Bank will  purchase two branch  offices of Fleet  National  Bank.  The
Bank's  acquisition  of these branch  offices is part of the overall sale of 306
branch  offices of Fleet National Bank and  BankBoston,  N.A. to be completed in
accordance with a divestiture  order of the United States  Department of Justice
issued in  connection  with the pending  merger of BankBoston  Corporation  with
Fleet  Financial  Group,  Inc. The Bank's  acquisition  of the branches  remains
subject  to the  parties'  receipt  of  required  federal  and state  regulatory
approvals  and  satisfaction  of  various  other  customary  closing  conditions
specified in the Agreement.  A copy of the Company's press release pertaining to
this  transaction,  issued on September 23, 1999, is included as Exhibit 99.1 to
this Current Report.

Item 7.  Financial Statements, Pro Forma Financial Information, and Exhibits.

         (a)      Financial Statements

                  Not applicable.

         (b)      Pro Forma Financial Information

                  Not applicable.

         (c)      Exhibits

                  99.1     Press Release dated September 23, 1999.





                                       -3-


                                   Signatures

         Under 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.



                                            By: /s/ George L. Duncan
                                                George L. Duncan
                                                President


Date:  September 24, 1999