Registration Statement No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            ENTERPRISE BANCORP, INC.
             (Exact name of registrant as specified in its charter)



                     Massachusetts                    04-3308902
          ------------------------------------- ----------------------
            (State or other jurisdiction of       (I.R.S. Employer
           incorporation or organization)         Identification No.)

                              222 Merrimack Street
                           Lowell, Massachusetts 01852
                                 (978) 459-9000
                                 --------------
                   (Address, including zip code and telephone
             number, including area code, of registrant's principal
                               executive offices)

                            2003 Stock Incentive Plan
                            (Full title of the plan)

                  John P. Clancy, Jr., President and Treasurer
                            Enterprise Bancorp, Inc.
                              222 Merrimack Street
                           Lowell, Massachusetts 01852
                                 (978) 459-9000
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                                 with a copy to:

                             Stephen J. Coukos, Esq.
                              Edwards & Angell, LLP
                               101 Federal Street
                           Boston, Massachusetts 02110

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
        Title of Each Class              Amount to be       Proposed maximum       Proposed maximum       Amount of
   of Securities to be Registered       registered (1)     offering price per     aggregate offering     registration
                                                                unit (2)               price (2)             fee
-------------------------------------- ------------------- --------------------- ----------------------- --------------
<S>                                         <C>                  <C>                 <C>                   <C>
    Common Stock,                           176,546              $13.05              $2,303,925.30         $186.39
    $.01 par value                          shares
=======================================================================================================================
</TABLE>

 (1) Includes  an  indeterminate  amount of  additional  securities  that may be
     issued to adjust the  number of shares  issued  pursuant  to the 2003 Stock
     Incentive  Plan  described  herein as the result of any future stock split,
     stock dividend or similar  adjustment of the Company's  outstanding  common
     stock.

 (2) These figures are estimates made solely for the purpose of calculating  the
     registration  fee pursuant to Rule 457 under the Securities Act of 1933, as
     amended.  The  registration fee has been calculated in accordance with Rule
     457(h) based upon the book value of the Company's  common stock as of March
     31, 2003.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        (Not required to be filed as part of this Registration Statement)


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The  following   documents,   which   Enterprise   Bancorp,   Inc.  (the
"Registrant"  or the  "Company")  has filed  with the  Securities  and  Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated in this Registration Statement
by reference:

        1.  The Company's Annual Report on Form 10-K for the year ended December
            31, 2002 filed with the Commission on March 26, 2003.

        2.  The  description of the  Registrant's  Common Stock contained in the
            Registrant's  Registration Statement on Form 8-A filed under Section
            12 of the Exchange Act on July 16, 1996, including any amendments or
            reports filed for the purpose of updating such description.

        All documents  filed with the Commission by the  Registrant  pursuant to
Sections  13, 14 or 15(d) of the  Exchange  Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
hereto which  indicates  that all  securities  offered  hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  herein by reference and made a part hereof from the date of filing
of such documents.  Any statement contained in this Registration Statement or in
a document  incorporated or deemed to be incorporated by reference  herein shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.

       Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The By-laws of the  Company  provide  for the  indemnification  of each
director,  officer and employee against all expenses and liabilities  reasonably
incurred by or imposed on him in  connection  with any  proceeding or threatened
proceeding in which he may become involved by reason of his being or having been
a director,  officer or employee of the Company or any  affiliate of the Company
or any other  entity at the  request  or  direction  of the  Company's  Board of
Directors,  so long as such  person  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company.  The By-laws of the Company  further provide that (a) if the Company is
merged into or consolidated with another  corporation and the Company is not the
surviving   corporation,    the   surviving   corporation   shall   assume   the
indemnification obligations of the Company under the By-laws with respect to any
action,  suit,  proceeding  or  investigation  arising out of or relating to any
actions,  transactions or facts occurring at or prior to the date of such merger
or consolidation;  (b) if the By-laws are invalidated on any ground by any court
of competent jurisdiction,  the Company shall nevertheless indemnify and advance
expenses to each Indemnitee as to any expenses (including  reasonable attorneys'
fees), judgments, fines, liabilities,  losses, and amounts paid in settlement in
connection with any action,  suit,  proceeding or investigation,  whether civil,
criminal  or  administrative,  including  an  action  by or in the  right of the
Company,  to the  fullest  extent  permitted  by any  applicable  portion of the
By-laws that has not been  invalidated  and to the fullest  extent  permitted by
applicable  law; and (c) if the  Massachusetts  General  Laws are amended  after
adoption  of  the  Company's  By-laws  to  expand  further  the  indemnification
permitted to an Indemnitee,  the Company shall indemnify all such persons to the
fullest extent permitted by the Massachusetts General Laws, as so amended.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to Directors,  officers or persons  controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the Commission such indemnification,  in the event of any such actual
liability under the Securities Act, is against public policy as expressed in the
Securities Act and is therefore unenforceable.

         The Articles of  Organization of the Company provide that its directors
shall not be personally  liable to the Company or its  stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law, (iii) for any unlawful  distributions
to stockholders  or loans to officers or directors,  or (iv) for any transaction
from which the director derived an improper personal benefit.

Item 7.  Exemption From Registration Claimed.

       Not applicable.


Item 8.  Exhibits.

Exhibit
Number     Description of Exhibit
------     ----------------------

4          Enterprise Bancorp, Inc. 2003 Stock Incentive Plan

5          Opinion of Edwards & Angell, LLP, counsel to Registrant

23.1       Consent of KPMG LLP (independent auditors)

23.2       Consent of Edwards & Angell (included in Exhibit 5)

24         Power of Attorney (included on signature pages to this
           Registration Statement)

Item 9.  Undertakings.

       (a) The Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933, as amended (the "Securities Act");

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective  date of this  Registration  Statement (or
          the most recent post-effective amendment thereof) which,  individually
          or in the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement; and

                    (iii) To include any  material  information  with respect to
          the plan of distribution not previously disclosed in this Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

                provided,  however, that paragraphs (i) and (ii) shall not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement;

                (2) For the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

          (b) The  Registrant  hereby further  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  Annual  Report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

          (c)       Insofar as indemnification for liabilities arising under the
                    Securities  Act may be permitted to directors,  officers and
                    controlling  persons  of  the  Registrant  pursuant  to  the
                    Registrant's  bylaws, or otherwise,  the Registrant has been
                    advised that in the opinion of the  Securities  and Exchange
                    Commission such  indemnification is against public policy as
                    expressed  in  the   Securities   Act  and  is,   therefore,
                    unenforceable. In the event that a claim for indemnification
                    against  such  liabilities  (other  than the  payment by the
                    Registrant  of  expenses  incurred  or paid  by a  director,
                    officer  or  controlling  person  of the  Registrant  in the
                    successful  defense of any action,  suit or  proceeding)  is
                    asserted by such director,  officer or controlling person in
                    connection  with  the  securities  being   registered,   the
                    Registrant  will,  unless in the  opinion of its counsel the
                    matter has been settled by controlling precedent,  submit to
                    a court of  appropriate  jurisdiction  the question  whether
                    such  indemnification  by it is  against  public  policy  as
                    expressed in the  Securities Act and will be governed by the
                    final adjudication of such issue.





                     [Remainder of Page Intentionally Blank]


<PAGE>



                                   SIGNATURES

       Pursuant to the  requirements  of the Securities Act of 1933,  Enterprise
Bancorp,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Lowell,  Commonwealth of Massachusetts,  on this
15th day of April, 2003.

                                        ENTERPRISE BANCORP, INC.


                                        By:   /s/  John P. Clancy, Jr.
                                            ------------------------------------
                                              John P. Clancy, Jr.
                                              President and Treasurer




<PAGE>


     Each person whose signature  appears below hereby  constitutes and appoints
George L. Duncan, Richard W. Main, Arnold S. Lerner and John P. Clancy. Jr., and
each of them, acting singly,  place and stead of each such person in any and all
capacities  and to  file,  an  amendment  or  amendments  to  this  Registration
Statement (and all exhibits thereto) and any documents  relating thereto,  which
amendments may make such changes in the  Registration  Statement as said officer
so acting deems advisable.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 15th day of April, 2003.


Signature                                            Title


/s/  George L. Duncan                         Chairman, Chief Executive Officer
------------------------------------------    and Director (principal executive
George L. Duncan                              officer)


/s/  John P. Clancy, Jr.                      President and Treasurer
------------------------------------------    (principal financial officer)
John P. Clancy, Jr.


/s/  Joseph R. Lussier                        (principal accounting officer)
------------------------------------------
Joseph R. Lussier



/s/  Kenneth S. Ansin                         Director
------------------------------------------
Kenneth S. Ansin


/s/  Walter L. Armstrong                      Director
------------------------------------------
Walter L. Armstrong


/s/  Gerald G. Bousquet                       Director
------------------------------------------
Gerald G. Bousquet, M.D.


/s/  Kathleen M. Bradley                      Director
------------------------------------------
Kathleen M. Bradley


/s/  John R. Clementi                         Director
------------------------------------------
John R. Clementi


/s/  James F. Conway                          Director
------------------------------------------
James F. Conway, III


/s/  Carole A. Cowan                          Director
------------------------------------------
Carole A. Cowan


/s/  Nancy L. Donahue                         Director
------------------------------------------
Nancy L. Donahue


/s/  Lucy A. Flynn                            Director
------------------------------------------
Lucy A. Flynn


/s/  Eric W. Hanson                           Director
------------------------------------------
Eric W. Hanson


/s/  John P. Harrington                       Director
------------------------------------------
John P. Harrington


/s/  Arnold S. Lerner                         Director, Vice Chairman and Clerk
------------------------------------------
Arnold S. Lerner


/s/  Richard W. Main                          Director
------------------------------------------
Richard W. Main


/s/  Charles P. Sarantos                      Director
------------------------------------------
Charles P. Sarantos


/s/  Michael A. Spinelli                      Director
------------------------------------------
Michael A. Spinelli


/s/  Nickolas Stavropoulos                    Director
------------------------------------------
Nickolas Stavropoulos



<PAGE>




                                INDEX TO EXHIBITS


Exhibit
Number          Description of Exhibit
------          ----------------------

4               Enterprise Bancorp, Inc. 2003 Stock Incentive Plan

5               Opinion of Edwards & Angell, LLP, counsel to Registrant

23.1            Consent of KPMG (independent auditors)

23.2            Consent of Edwards & Angell (included in Exhibit 5)

24              Power of Attorney (included on signature pages to this
                Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18547}]
{"company-data": {"conformed-name": "ENTERPRISE BANCORP INC /MA/", "cik": "0001018399", "assigned-sic": "6022", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105079", "film-number": "03687715"}, "business-address": {"street1": "222 MERRIMACK ST", "city": "LOWELL", "state": "MA", "zip": "01852", "phone": "5084599000"}}
Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            ENTERPRISE BANCORP, INC.
             (Exact name of registrant as specified in its charter)

                     Massachusetts                    04-3308902
          ------------------------------------- ----------------------
            (State or other jurisdiction of       (I.R.S. Employer
           incorporation or organization)         Identification No.)

                              222 Merrimack Street
                           Lowell, Massachusetts 01852
                                 (978) 459-9000
                                 --------------
                   (Address, including zip code and telephone
             number, including area code, of registrant's principal
                               executive offices)

                            2003 Stock Incentive Plan
                            (Full title of the plan)

                  John P. Clancy, Jr., President and Treasurer
                            Enterprise Bancorp, Inc.
                              222 Merrimack Street
                           Lowell, Massachusetts 01852
                                 (978) 459-9000
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                                 with a copy to:

                             Stephen J. Coukos, Esq.
                              Edwards & Angell, LLP
                               101 Federal Street
                           Boston, Massachusetts 02110

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
        Title of Each Class              Amount to be       Proposed maximum       Proposed maximum       Amount of
   of Securities to be Registered       registered (1)     offering price per     aggregate offering     registration
                                                                unit (2)               price (2)             fee
-------------------------------------- ------------------- --------------------- ----------------------- --------------
Common Stock,                           176,546              $13.05              $2,303,925.30         $186.39
    $.01 par value                          shares
=======================================================================================================================
(1) Includes  an  indeterminate  amount of  additional  securities  that may be
     issued to adjust the  number of shares  issued  pursuant  to the 2003 Stock
     Incentive  Plan  described  herein as the result of any future stock split,
     stock dividend or similar  adjustment of the Company's  outstanding  common
     stock.

 (2) These figures are estimates made solely for the purpose of calculating  the
     registration  fee pursuant to Rule 457 under the Securities Act of 1933, as
     amended.  The  registration fee has been calculated in accordance with Rule
     457(h) based upon the book value of the Company's  common stock as of March
     31, 2003.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        (Not required to be filed as part of this Registration Statement)

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The  following   documents,   which   Enterprise   Bancorp,   Inc.  (the
"Registrant"  or the  "Company")  has filed  with the  Securities  and  Exchange
Commission (the "Commission")  pursuant to the Securities  Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated in this Registration Statement
by reference:

        1.  The Company's Annual Report on Form 10-K for the year ended December
            31, 2002 filed with the Commission on March 26, 2003.

        2.  The  description of the  Registrant's  Common Stock contained in the
            Registrant's  Registration Statement on Form 8-A filed under Section
            12 of the Exchange Act on July 16, 1996, including any amendments or
            reports filed for the purpose of updating such description.

        All documents  filed with the Commission by the  Registrant  pursuant to
Sections  13, 14 or 15(d) of the  Exchange  Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
hereto which  indicates  that all  securities  offered  hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  herein by reference and made a part hereof from the date of filing
of such documents.  Any statement contained in this Registration Statement or in
a document  incorporated or deemed to be incorporated by reference  herein shall
be deemed  to be  modified  or  superseded  for  purposes  of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.

       Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The By-laws of the  Company  provide  for the  indemnification  of each
director,  officer and employee against all expenses and liabilities  reasonably
incurred by or imposed on him in  connection  with any  proceeding or threatened
proceeding in which he may become involved by reason of his being or having been
a director,  officer or employee of the Company or any  affiliate of the Company
or any other  entity at the  request  or  direction  of the  Company's  Board of
Directors,  so long as such  person  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company.  The By-laws of the Company  further provide that (a) if the Company is
merged into or consolidated with another  corporation and the Company is not the
surviving   corporation,    the   surviving   corporation   shall   assume   the
indemnification obligations of the Company under the By-laws with respect to any
action,  suit,  proceeding  or  investigation  arising out of or relating to any
actions,  transactions or facts occurring at or prior to the date of such merger
or consolidation;  (b) if the By-laws are invalidated on any ground by any court
of competent jurisdiction,  the Company shall nevertheless indemnify and advance
expenses to each Indemnitee as to any expenses (including  reasonable attorneys'
fees), judgments, fines, liabilities,  losses, and amounts paid in settlement in
connection with any action,  suit,  proceeding or investigation,  whether civil,
criminal  or  administrative,  including  an  action  by or in the  right of the
Company,  to the  fullest  extent  permitted  by any  applicable  portion of the
By-laws that has not been  invalidated  and to the fullest  extent  permitted by
applicable  law; and (c) if the  Massachusetts  General  Laws are amended  after
adoption  of  the  Company's  By-laws  to  expand  further  the  indemnification
permitted to an Indemnitee,  the Company shall indemnify all such persons to the
fullest extent permitted by the Massachusetts General Laws, as so amended.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to Directors,  officers or persons  controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the Commission such indemnification,  in the event of any such actual
liability under the Securities Act, is against public policy as expressed in the
Securities Act and is therefore unenforceable.

         The Articles of  Organization of the Company provide that its directors
shall not be personally  liable to the Company or its  stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law, (iii) for any unlawful  distributions
to stockholders  or loans to officers or directors,  or (iv) for any transaction
from which the director derived an improper personal benefit.

Item 7.  Exemption From Registration Claimed.

       Not applicable.

Item 8.  Exhibits.

Exhibit
Number     Description of Exhibit
------     ----------------------

4          Enterprise Bancorp, Inc. 2003 Stock Incentive Plan

5          Opinion of Edwards & Angell, LLP, counsel to Registrant

23.1       Consent of KPMG LLP (independent auditors)

23.2       Consent of Edwards & Angell (included in Exhibit 5)

24         Power of Attorney (included on signature pages to this
           Registration Statement)

Item 9.  Undertakings.

       (a) The Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933, as amended (the "Securities Act");

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective  date of this  Registration  Statement (or
          the most recent post-effective amendment thereof) which,  individually
          or in the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement; and

                    (iii) To include any  material  information  with respect to
          the plan of distribution not previously disclosed in this Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

                provided,  however, that paragraphs (i) and (ii) shall not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement;

                (2) For the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

          (b) The  Registrant  hereby further  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  Annual  Report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

          (c)       Insofar as indemnification for liabilities arising under the
                    Securities  Act may be permitted to directors,  officers and
                    controlling  persons  of  the  Registrant  pursuant  to  the
                    Registrant's  bylaws, or otherwise,  the Registrant has been
                    advised that in the opinion of the  Securities  and Exchange
                    Commission such  indemnification is against public policy as
                    expressed  in  the   Securities   Act  and  is,   therefore,
                    unenforceable. In the event that a claim for indemnification
                    against  such  liabilities  (other  than the  payment by the
                    Registrant  of  expenses  incurred  or paid  by a  director,
                    officer  or  controlling  person  of the  Registrant  in the
                    successful  defense of any action,  suit or  proceeding)  is
                    asserted by such director,  officer or controlling person in
                    connection  with  the  securities  being   registered,   the
                    Registrant  will,  unless in the  opinion of its counsel the
                    matter has been settled by controlling precedent,  submit to
                    a court of  appropriate  jurisdiction  the question  whether
                    such  indemnification  by it is  against  public  policy  as
                    expressed in the  Securities Act and will be governed by the
                    final adjudication of such issue.

                     [Remainder of Page Intentionally Blank]
SIGNATURES

       Pursuant to the  requirements  of the Securities Act of 1933,  Enterprise
Bancorp,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Lowell,  Commonwealth of Massachusetts,  on this
15th day of April, 2003.

                                        ENTERPRISE BANCORP, INC.

                                        By:   /s/  John P. Clancy, Jr.
                                            ------------------------------------
                                              John P. Clancy, Jr.
                                              President and Treasurer
Each person whose signature  appears below hereby  constitutes and appoints
George L. Duncan, Richard W. Main, Arnold S. Lerner and John P. Clancy. Jr., and
each of them, acting singly,  place and stead of each such person in any and all
capacities  and to  file,  an  amendment  or  amendments  to  this  Registration
Statement (and all exhibits thereto) and any documents  relating thereto,  which
amendments may make such changes in the  Registration  Statement as said officer
so acting deems advisable.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 15th day of April, 2003.

Signature                                            Title

/s/  George L. Duncan                         Chairman, Chief Executive Officer
------------------------------------------    and Director (principal executive
George L. Duncan                              officer)

/s/  John P. Clancy, Jr.                      President and Treasurer
------------------------------------------    (principal financial officer)
John P. Clancy, Jr.

/s/  Joseph R. Lussier                        (principal accounting officer)
------------------------------------------
Joseph R. Lussier

/s/  Kenneth S. Ansin                         Director
------------------------------------------
Kenneth S. Ansin

/s/  Walter L. Armstrong                      Director
------------------------------------------
Walter L. Armstrong

/s/  Gerald G. Bousquet                       Director
------------------------------------------
Gerald G. Bousquet, M.D.

/s/  Kathleen M. Bradley                      Director
------------------------------------------
Kathleen M. Bradley

/s/  John R. Clementi                         Director
------------------------------------------
John R. Clementi

/s/  James F. Conway                          Director
------------------------------------------
James F. Conway, III

/s/  Carole A. Cowan                          Director
------------------------------------------
Carole A. Cowan

/s/  Nancy L. Donahue                         Director
------------------------------------------
Nancy L. Donahue

/s/  Lucy A. Flynn                            Director
------------------------------------------
Lucy A. Flynn

/s/  Eric W. Hanson                           Director
------------------------------------------
Eric W. Hanson

/s/  John P. Harrington                       Director
------------------------------------------
John P. Harrington

/s/  Arnold S. Lerner                         Director, Vice Chairman and Clerk
------------------------------------------
Arnold S. Lerner

/s/  Richard W. Main                          Director
------------------------------------------
Richard W. Main

/s/  Charles P. Sarantos                      Director
------------------------------------------
Charles P. Sarantos

/s/  Michael A. Spinelli                      Director
------------------------------------------
Michael A. Spinelli

/s/  Nickolas Stavropoulos                    Director
------------------------------------------
Nickolas Stavropoulos
INDEX TO EXHIBITS

Exhibit
Number          Description of Exhibit
------          ----------------------

4               Enterprise Bancorp, Inc. 2003 Stock Incentive Plan

5               Opinion of Edwards & Angell, LLP, counsel to Registrant

23.1            Consent of KPMG (independent auditors)

23.2            Consent of Edwards & Angell (included in Exhibit 5)

24              Power of Attorney (included on signature pages to this
                Registration Statement)