FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * STAVROPOULOS NICKOLAS   2. Issuer Name and Ticker or Trading Symbol ENTERPRISE BANCORP INC /MA/ [EBTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ENTERPRISE BANCORP INC, 222 MERRIMACK STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/22/2007 (Street) LOWELL, MA 01852 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/22/2007   A   1,201 (1) A $ 15.79 3,408.1656 (2) (3) (4) (5) (6) (7) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STAVROPOULOS NICKOLAS C/O ENTERPRISE BANCORP INC 222 MERRIMACK STREET LOWELL, MA 01852	X

Signatures

/s/ Richard Main as attorney-in-fact for Nickolas Stavropoulos		01/24/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Issued in lieu of cash for director compensation.
(2)	Includes 2.7903 shares of Common Stock acquired under the Issuer's dividend reinvestment plan on 3/1/06.
(3)	Includes .0024 shares of Common Stock acquired under the Issuer's dividend reinvestment plan on 6/1/06.
(4)	Adjusted to reflect the 2-for-1 stock split by Enterprise Bancorp Inc. on 6/30/06.
(5)	Includes .0049 shares of Common Stock acquired under the Issuer's dividend reinvestment plan on 9/1/06.
(6)	Includes .0051 shares of Common Stock acquired under the Issuer's dividend reinvestment plan on 12/1/06.
(7)	Figure is reduced by 2.7397 shares representing adjustment in dividend amount as reported by foonote on Form 4 filed 12/23/05. The dividend reported as received on that form included an amount previously reported and should be reduced by 2.7397 shares.

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