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)

                 Amended and Restated 1998 Stock Incentive Plan
                            (Full title of the plan)

                         John P. Clancy, Jr., 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                          Proposed     Proposed
  Each Class of                        maximum     maximum
   Securities      Amount to be       offering     aggregate        Amount of
     to be         be registered      price per    offering       registration
   Registered        (1)(3)           unit (2)     price (2)          fee
--------------------------------------------------------------------------------
 Common Stock,      170,403            $10.52     1,792,639.50      $448.16
$.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 Amended and
     Restated 1998 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, 2001.

(3)  Pursuant to Rule 429 of the rules and  regulations  of the  Securities  and
     Exchange  Commission  under the  Securities  Act of 1933,  as amended,  the
     Prospectus  for the Amended and  Restated  1998 Stock  Incentive  Plan also
     includes an additional 157,620,  split-adjusted,  shares of common stock of
     Enterprise Bancorp,  Inc., which shares were originally registered with the
     Commission  on Form S-8 No.  333-51953,  and this  constitutes  Post-Effect
     Amendment No. 1 to such Registration Statement. A filing fee of $938.18 was
     originally paid in connection with the registration of such shares.





                                     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 (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, 2000 filed with the Commission on March 21, 2001.

     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
or 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

4.1      Enterprise Bancorp, Inc. Amended and Restated 1998 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.

<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
1st day of May, 2001.

                                             ENTERPRISE BANCORP, INC.


                                             By /s/ George L. Duncan
                                               ---------------------------------
                                                 George L. Duncan
                                                 Chairman, Chief Executive
                                                   Officer and Director


     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 1st day of May, 2001.

         Signature                           Title


/s/ George L. Duncan                         Chairman, Chief Executive Officer
------------------------------------           and Director
    George L. Duncan


/s/ Richard W. Main                          President, Chief Operating Officer
------------------------------------           and Director
    Richard W. Main


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


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


------------------------------------         Director
    Walter L. Armstrong


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


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


------------------------------------         Director
    John R. Clementi


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


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


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


<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number   Description of Exhibit

4.1      Enterprise Bancorp, Inc. Amended and Restated 1998 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)
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{"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": "333-60036", "film-number": "1620181"}, "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)

                 Amended and Restated 1998 Stock Incentive Plan
                            (Full title of the plan)

                         John P. Clancy, Jr., 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                          Proposed     Proposed
  Each Class of                        maximum     maximum
   Securities      Amount to be       offering     aggregate        Amount of
     to be         be registered      price per    offering       registration
   Registered        (1)(3)           unit (2)     price (2)          fee
--------------------------------------------------------------------------------
 Common Stock,      170,403            $10.52     1,792,639.50      $448.16
$.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 Amended and
     Restated 1998 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, 2001.

(3)  Pursuant to Rule 429 of the rules and  regulations  of the  Securities  and
     Exchange  Commission  under the  Securities  Act of 1933,  as amended,  the
     Prospectus  for the Amended and  Restated  1998 Stock  Incentive  Plan also
     includes an additional 157,620,  split-adjusted,  shares of common stock of
     Enterprise Bancorp,  Inc., which shares were originally registered with the
     Commission  on Form S-8 No.  333-51953,  and this  constitutes  Post-Effect
     Amendment No. 1 to such Registration Statement. A filing fee of $938.18 was
     originally paid in connection with the registration of such shares.

                                     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 (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, 2000 filed with the Commission on March 21, 2001.

     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
or 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

4.1      Enterprise Bancorp, Inc. Amended and Restated 1998 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.
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
1st day of May, 2001.

                                             ENTERPRISE BANCORP, INC.

                                             By /s/ George L. Duncan
                                               ---------------------------------
                                                 George L. Duncan
                                                 Chairman, Chief Executive
                                                   Officer and Director

     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 1st day of May, 2001.

         Signature                           Title

/s/ George L. Duncan                         Chairman, Chief Executive Officer
------------------------------------           and Director
    George L. Duncan

/s/ Richard W. Main                          President, Chief Operating Officer
------------------------------------           and Director
    Richard W. Main

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

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

------------------------------------         Director
    Walter L. Armstrong

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

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

------------------------------------         Director
    John R. Clementi

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

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

/s/ Michael A. Spinelli
------------------------------------         Director
    Michael A. Spinelli
INDEX TO EXHIBITS

Exhibit
Number   Description of Exhibit

4.1      Enterprise Bancorp, Inc. Amended and Restated 1998 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)