8-K

                       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): August 14, 2002
                               (August 14, 2002)

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


                            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)

                                 (508) 459-9000
              (Registrant's telephone number, including area code)








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

         (c)   Exhibits

         99.1  Certification pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002.


Item 9.  Regulation FD Disclosure.

         In connection with the filing of the Company's Quarterly
         Report on Form 10-Q for the period ended on June 30, 2002, the
         Company filed as correspondence the certification included
         herewith as Exhibit 99.1.


















                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           ENTERPRISE BANCORP, INC.



Date:  August 14, 2002                 By:  /s/ John P. Clancy, Jr.
                                            -----------------------
                                               John P. Clancy, Jr.
                                               Treasurer
                                               (Principal Financial Officer)

EX-99

                                                                    EXHIBIT 99.1

August 14, 2002

VIA EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      Enterprise Bancorp, Inc. - Quarterly Report on Form 10-Q for Period
         Ended June 30, 2002 (Commission File No. 0-21021)

Ladies and Gentlemen:

         In connection with the Quarterly Report of Enterprise Bancorp, Inc.
(the "Company") on Form 10-Q for the period ended on June 30, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
each of the undersigned, in his respective capacities indicated below, hereby
certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to
his knowledge and belief, (1) the Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

                             Very truly yours,



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



                              /s/ John P. Clancy, Jr.
                              -----------------------
                              John P. Clancy, Jr.
                              Treasurer
                              (Principal Financial Officer)


The foregoing certification is being furnished to the Securities and Exchange
Commission solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
is not being filed as part of the Report referenced above or otherwise as a
separate disclosure document.