UNITED STATES

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):  May 20, 2011 (May 18, 2011)

ENTERPRISE BANCORP, INC.

(exact name of registrant as specified in charter)

(978) 459-9000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On May 18, 2011, the Board of Directors of Enterprise Bancorp, Inc. and the Board of Directors of Enterprise Bank and Trust Company in Massachusetts voted to accept the voluntary resignation of Nickolas Stavropoulos effective May 18, 2011. Mr. Stavropoulos’ resignation was due to him accepting a position with Pacific Gas and Electric Company (“PG&E”) as the Executive Vice President of Gas Operations. Based in San Francisco, PG&E is one of the largest natural gas and electric utilities in the United States. In this newly created position Mr. Stavropoulos will assume responsibility for all of PG&E’s gas operations.

[Remainder of Page Intentionally Blank]

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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.

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