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):
                     January 14, 1998 (January 13, 1998)

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


                            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)









                                       -2-

Item 5.  Other Events.

         Shareholders Rights Plan.

         On January 13, 1998, the Board of Directors of Enterprise Bancorp, Inc.
(the  "Company")  declared a dividend of one Preferred  Share  Purchase Right (a
"Right") for each  outstanding  share of common stock,  par value $.01 per share
(the "Common Stock"), of the Company,  pursuant to a Rights Agreement,  dated as
of January 13, 1998,  between the Company and Enterprise Bank and Trust Company,
as Rights  Agent  (the  "Rights  Agreement").  The  distribution  is  payable to
stockholders  of record as of the close of business on January  20,  1998.  Each
Right entitles the holder thereof to purchase  under certain  circumstances  one
one-hundredth of a share of a new Series A Junior Participating Preferred Stock,
par value  $.01 per  share,  or, in  certain  circumstances,  to  receive  cash,
property,  Common Stock or other securities of the Company,  at a purchase price
of $75.00 per one one-hundredth of a preferred share.

         Initially, the Rights will be attached to all certificates representing
the shares of the  Common  Stock and no  separate  Rights  Certificates  will be
distributed.  The Rights  will  separate  from the shares of Common  Stock and a
Distribution  Date will occur upon the earlier of (i) 10 business  days (or such
later  date  as  the  Company's  Board  of  Directors  may  determine  before  a
Distribution Date occurs) following a public  announcement by the Company that a
person or group of affiliated or associated persons, with certain exceptions (an
"Acquiring  Person"),  has  acquired,  or has  obtained  the  right to  acquire,
beneficial  ownership of 10% or more of the  outstanding  shares of Common Stock
(the date of such announcement  being the "Stock  Acquisition  Date") or (ii) 10
business  days (or such  later  date as the  Company's  Board of  Directors  may
determine  before a Distribution  Date occurs)  following the  commencement of a
tender  offer or  exchange  offer  that  would  result in a person  becoming  an
Acquiring Person.

         Until the  Distribution  Date,  (i) the Rights will be evidenced by the
certificates  for shares of Common Stock and will be  transferred  with and only
with such Common Stock certificates, (ii) Common Stock certificates will contain
a  notation  incorporating  the  Rights  Agreement  by  reference  and (iii) the
surrender for transfer of any  certificates  for Common Stock  outstanding  will
also constitute the transfer of the Rights  associated with the shares of Common
Stock represented by such certificates.

         The Rights are not  exercisable  until the  Distribution  Date and will
expire at the close of business on January 13, 2008,  unless earlier redeemed or
exchanged by the Company as described below.

         As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to  holders  of  record of shares of the  Common  Stock as of the
close of business on the Distribution  Date and, from and after the Distribution
Date, the separate Rights Certificates alone will represent the Rights.

         In the event (a "Flip-In  Event") a Person becomes an Acquiring  Person
(except  pursuant to a tender or exchange  offer for all  outstanding  shares of
Common Stock at a price and on terms which a majority of the  Company's  Outside
Directors  (as  defined in the Rights  Agreement)  determines  to be fair to and
otherwise  in the best  interests of the Company and its  shareholders  (a "fair
offer")),





                                       -3-

each holder of a Right will thereafter have the right to receive,  upon exercise
of such  Right,  shares of Common  Stock (or,  in certain  circumstances,  cash,
property or other  securities of the Company)  having a Current Market Price (as
defined in the Rights  Agreement)  equal to two times the exercise  price of the
Right.  Notwithstanding  the foregoing,  following the occurrence of any Flip-In
Event,  all Rights that are, or (under  certain  circumstances  specified in the
Rights  Agreement)  were,  beneficially  owned by any  Acquiring  Person  (or by
certain related parties) will be null and void in the circumstances set forth in
the Rights  Agreement.  However,  Rights will not be  exercisable  following the
occurrence  of any  Flip-In  Event  until  such time as the Rights are no longer
redeemable by the Company as set forth below.

         For example,  at an exercise price of $75.00 per Right,  each Right not
owned by an Acquiring Person (or by certain related parties) following a Flip-In
Event would  entitle its holder to  purchase  $150.00  worth of shares of Common
Stock (or other  consideration,  as noted above) for $75.00.  Assuming  that the
shares of Common Stock had a Current  Market  Price of $25.00 at such time,  the
holder of each valid  Right  would be  entitled  to  purchase  six (6) shares of
Common Stock for $75.00.

         In the event (a  "Flip-Over  Event")  that, at any time on or after the
Stock  Acquisition  Date,  (i) the Company  shall take part in a merger or other
business combination  transaction (other than certain mergers that follow a fair
offer) and the  Company  shall not be the  surviving  entity or (ii) the Company
shall take part in a merger or other business  combination  transaction in which
the shares of Common Stock are changed or exchanged  (other than certain mergers
that  follow a fair  offer)  or (iii)  50% or more of the  Company's  assets  or
earning  power is sold or  transferred,  each holder of a Right  (except  Rights
which previously have been voided, as set forth above) shall thereafter have the
right to  receive,  upon  exercise,  a number of  shares of common  stock of the
acquiring  company having a Current Market Price equal to two times the exercise
price of the Right.

         The Purchase Price payable and the number of shares of Preferred  Stock
(or the amount of cash, property or other securities)  issuable upon exercise of
the Rights are subject to adjustment  from time to time to prevent  dilution (i)
in  the  event  of a  share  dividend  on,  or  a  subdivision,  combination  or
reclassification  of,  the  shares of  Preferred  Stock,  (ii) if holders of the
shares of Preferred  Stock are granted  certain  rights or warrants to subscribe
for shares of Preferred Stock or securities  convertible into Preferred Stock at
less than the  Current  Market  Price of the  Preferred  Stock or (iii) upon the
distribution  to  holders  of  shares of the  Preferred  Stock of  evidences  of
indebtedness  or assets  (excluding  regular  quarterly  cash  dividends)  or of
subscription rights or warrants (other than those referred to above).

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required  until  cumulative  adjustments  amount to at least 1% of the  Purchase
Price. The Company is not required to issue  fractional  shares of the Preferred
Stock upon the exercise of any Right or Rights. In lieu thereof,  a cash payment
may be made, as provided in the Rights Agreement.

         At any time until 10  business  days  following  the Stock  Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right, payable, at the option of the Company, in cash, shares of Common
Stock  or  other   consideration  as  the  Board  of  Directors  may  determine.
Immediately  upon the  effectiveness  of the  action of the  Company's  Board of
Directors  ordering  redemption of the Rights, the Rights will terminate and the
only  right of the  holders  of  Rights  will be to  receive  the $.01 per Right
redemption price.





                                       -4-

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive  dividends.  While the distribution of the Rights will not
be taxable to shareholders or to the Company,  shareholders may,  depending upon
the  circumstances,  recognize  taxable  income upon the  occurrence of either a
Flip-In Event or a Flip-Over Event as described above.

         The terms of the Rights, other than key financial terms and the date on
which the Rights expire, may be amended by the Board of Directors of the Company
prior  to the  Distribution  Date.  Thereafter,  the  provisions  of the  Rights
Agreement  may be  amended by the Board of  Directors  only in order to cure any
ambiguity,  defect or  inconsistency,  to make  changes  which do not  adversely
affect the  interests  of  holders of Rights  (excluding  the  interests  of any
Acquiring  Person and certain other  related  parties) or to shorten or lengthen
any time period under the Rights Agreement; provided, however, that no amendment
to lengthen the time period  governing  redemption shall be made at such time as
the Rights are not redeemable.

         The  Rights  Agreement,  together  with the  related  Terms of Series A
Junior  Participating  Preferred Stock,  Summary of Rights to Purchase Shares of
Series A Junior Participating Preferred Stock and form of Rights Certificate, is
included  as an exhibit  to a  Registration  Statement  on Form 8-A filed by the
Company with the Securities and Exchange Commission.  The foregoing  description
of the Rights does not purport to be complete  and is  qualified in its entirety
by  reference  to the  Rights  Agreement  as  included  with  said  Registration
Statement on Form 8-A.







                                       -5-


Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits

                  4        Rights  Agreement  dated  as  of  January 13,  1998
                           between Enterprise Bancorp,  Inc. and Enterprise Bank
                           and  Trust  Company,  as Rights  Agent,  incorporated
                           herein by reference from Exhibit 4.1 to the Company's
                           Registration  Statement  on Form 8-A  relating to the
                           Rights.







                                       -6-

                                   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.

                                   Date:  January 14, 1998



                                   By: /s/ Richard W. Main
                                          Richard W. Main
                                          President and Chief Operating Officer