SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

 Date of Report (Date of Earliest Event Reported): March 7, 2003 (March 5, 2003)

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


                            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)








         The  Item 9  disclosure  set  forth  below  has been  amended  from the
disclosure  included in this report as  initially  filed to revise the amount of
the  one-time  income tax expense that the  Registrant  will record in its first
quarter  ending on March 31, 2003, in order to include the effect of the related
deferred tax asset.

Item 9.           Regulation FD Disclosure.

           On March 5, 2003,  Massachusetts Governor Mitt Romney signed into law
           legislation  intended to close a projected  $650 million state budget
           deficit for the current  fiscal year ending on June 30, 2003. The new
           law includes,  among other revenue enhancing  provisions,  changes to
           the state's tax laws that are applied to banking organizations,  such
           as the Registrant,  on a retroactive basis to include prior tax years
           back to the year ended on December 31,  1999.  This change in the law
           affects the taxation of income earned by the Registrant's real estate
           investment trust  subsidiary,  Enterprise Realty Trust, Inc. ("ERT"),
           and  as  explained  further  below  will  result  in  the  Registrant
           recording  a one-time  income tax  expense  of $1.9  million,  net of
           federal income tax benefit and deferred tax asset.  This expense will
           not effect the Registrant's  earnings for the year ended December 31,
           2002, but will be included in the  Registrant's  first quarter ending
           on March 31, 2003.

            The   Registrant  is  currently   engaged  in  a  dispute  with  the
            Massachusetts Department of Revenue (the "DOR") as to whether income
            earned  by ERT and paid as  dividends  to the  Registrant's  banking
            subsidiary,  Enterprise  Bank and  Trust  Company  ("EBTC"),  may be
            substantially   free  of  state  income   taxation  based  on  ERT's
            qualification  as a real estate  investment trust and EBTC's ability
            to exclude 95% of all  dividends  received by it from  subsidiaries,
            including  ERT,  from  state  income   taxation   under   applicable
            Massachusetts tax law. The retroactive  feature of the new law would
            require  the  Registrant  to pay the  additional  taxes that the DOR
            seeks to collect for all tax years from 1999 through 2002.

            The  Registrant  believes  that  it  has  complied  fully  with  the
            applicable  Massachusetts tax laws in deducting 95% of the dividends
            received  by EBTC from ERT in  calculating  its  taxable  income for
            Massachusetts tax purposes. The registrant also believes that ERT is
            a properly qualified real estate investment trust and, as such, owes
            no taxes to the Commonwealth of Massachusetts on any amounts that it
            has  paid as  dividends  to  EBTC  in  prior  years.  Moreover,  the
            Registrant  has  been  advised  that  the  constitutionality  of the
            retroactive  changes  to  the  state's  tax  laws  contained  in the
            recently passed legislation is questionable.

            The $1.9  million  one-time  income tax  expense  referred  to above
            consists of $3.5 million of state income tax liability,  net of $1.2
            million in federal  income tax benefit and $0.4  million in deferred
            tax asset.  The $3.5 million in state income tax liability  consists
            of the following:

            (i)   payment to the  Commonwealth of  Massachusetts of $1.2 million
                  as estimated  state taxes due for the tax year ended  December
                  31, 2002,  which  amount  would be refunded if the  Registrant
                  prevails  in its  current  dispute  with  the  DOR  and if the
                  retroactive  feature of the new legislation,  as it applies to
                  2002, is held to be unconstitutional; and

            (ii)  a liability  for state income taxes to be paid of $2.3 million
                  for the tax years  ended  December  31,  2001,  2000 and 1999,
                  which will become payable to the Commonwealth of Massachusetts
                  if the DOR prevails in its current dispute with the Registrant
                  or  if  the   retroactive   feature  of  the  new  legislation
                  withstands constitutional challenge.

           In addition,  the Registrant will record, in 2003 and for the periods
           thereafter, state income tax liability on ERT's taxable income.









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                                   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:  March 7, 2003        By: /s/ George L. Duncan
                               ------------------------------------
                                George L. Duncan
                                Chairman and Chief Executive Officer
                                (Principal Executive Officer)