ARTICLES SUPPLEMENTARY OF PREFERRED SHARES

EXHIBIT 4.4

ARTICLES SUPPLEMENTARY



EXHIBIT 4.4

ARTICLES SUPPLEMENTARY
DESIGNATING THE POWERS, PREFERENCES AND RIGHTS
OF THE
9.50% SERIES A CUMULATIVE REDEEMABLE PREFERRED SHARES
(PAR VALUE $0.01 PER SHARE)

of

ENTERTAINMENT PROPERTIES TRUST,
a Maryland real estate investment trust

Pursuant to Section 8-203(b) of the
REIT Law of the State of Maryland


ENTERTAINMENT PROPERTIES TRUST, a Maryland real estate investment trust
(the "Company"), by its Vice President, Gregory K. Silvers, Esq.

DOES HEREBY CERTIFY:

FIRST, that, pursuant to authority expressly vested in the Company's
Board of Trustees (the "Board") by the provisions of its Amended and Restated
Declaration of Trust ("Declaration of Trust"), the Board duly adopted the
following resolution providing for the designation and issuance of up to
2,300,000 9.50% Series A Cumulative Redeemable Preferred Shares of beneficial
interest, $0.01 par value per share:

RESOLVED, that this Board, pursuant to authority expressly vested in it
by the provisions of the Amended and Restated Declaration of Trust of the
Company, hereby authorizes the issuance from time to time of a series of
Preferred Shares of the Company and hereby fixes the designation, preferences
and the relative, participating, optional or other rights, and the
qualifications, limitations or restrictions thereof, in addition to those set
forth in the Declaration of Trust, to be in their entirety as follows:

SECTION 1. DESIGNATION.

(a) The Company hereby designates a series of Preferred Shares
known as "9.50% Series A Cumulative Redeemable Preferred Shares," par
value $0.01 per share. The 9.50% Series A Cumulative Redeemable
Preferred Shares are referred to herein as the "Series A Preferred
Shares."

(b) The Series A Preferred Shares, with respect to dividend
rights and rights upon liquidation, dissolution or winding up of the
Company, rank:

(i) senior to all classes or series of common shares
of the Company and to all other equity securities authorized
and designated by the Board in the future as ranking



junior to the Series A Preferred Shares with respect to such
rights (collectively, "Junior Shares");

(ii) on a parity with any other equity securities
authorized or designated by the Board in the future, the terms
of which specifically provide that such equity securities rank
on a parity with the Series A Preferred Shares with respect to
such rights (collectively, "Parity Shares"); and

(iii) junior to all existing and future indebtedness
of the Company and to any class or series of equity securities
authorized or designated by the Board in the future, the terms
of which specifically provide that such class or series ranks
senior to the Series A Preferred Shares with respect to such
rights (collectively, "Senior Shares").

The rights, preferences, restrictions and other matters
relating to the Series A Preferred Shares set forth below are subject
to the issuance of any subsequent series of Preferred Shares.

(c) The Series A Preferred shares shall have no stated
maturity and shall not be subject to any sinking fund or mandatory
redemption.

SECTION 2. AUTHORIZED NUMBER. The number of shares constituting the
Series A Preferred Shares shall be 2,300,000 shares. The Board is authorized to
decrease the number of authorized Series A Preferred Shares prior or subsequent
to the issue of Series A Preferred Shares, but not below the number of Series A
Preferred Shares then outstanding. In case the number of Series A Preferred
Shares shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of this resolution.

SECTION 3. DIVIDEND RIGHTS.

(a) The holders of the Series A Preferred Shares shall be
entitled to receive a preferred dividend, if and when declared by the
Board out of funds legally available for such purpose, at a fixed rate
of 9.50% of the Liquidation Preference, as defined herein, ($2.375 per
share) per year. Such dividends shall be payable quarterly in arrears
on or about January 15, April 15, July 15 and October 15 of each year
or, if any such day is not a business day, then on the next succeeding
business day. The first dividend payment date will be July 15, 2002,
and such dividend will be for less than a full quarter. Dividends
payable for any partial quarterly period shall be computed on the basis
of a 360-day year consisting of twelve 30-day months. Dividends shall
be payable to holders of record as they appear in the share records of
the Company at the close of business on the applicable record date,
which will be the same date set for any quarterly dividend payable to
holders of the common shares of the Company or on such other date
designated by the Board that is not more than 30 days nor less than 10
days prior to the applicable dividend payment date. Such dividends
shall be cumulative and shall accrue regardless of whether the Company
has earnings, whether funds are legally available for the payment of
such dividends, or whether such dividends are declared. Accrued but
unpaid dividends shall accumulate as of the date on which such
dividends became payable. No interest or sum of money in lieu of
interest shall be payable on any dividend payments on the Series A
Preferred Shares which may be in arrears. Any dividend payment made on
the Series A


Preferred Shares will first be credited against the earliest accrued
but unpaid dividend due and payable.

(b) The Board shall not declare, pay or set apart for payment
any dividend or make any other distribution of cash or other property,
directly or indirectly, to the holders of Parity Shares unless and
until dividends on the Series A Preferred Shares equal to the full
amount of accumulated, accrued and unpaid dividends have been or
contemporaneously are declared and paid or declared and
contemporaneously set apart for payment, for all past dividend periods
and the then current dividend period; provided, however, that when
dividends are not paid in full on the Series A Preferred Shares or any
Parity Shares, or a sum sufficient for that payment is not set aside,
all dividends declared on the Series A Preferred Shares and any Parity
Shares shall be declared ratably in proportion to the respective
amounts of dividends accumulated, accrued and unpaid on the Series A
Preferred Shares and accumulated, accrued and unpaid on such Parity
Shares.

(c) The Board shall not declare, pay or set apart for payment
any dividend (other than dividends or distributions paid in Junior
Shares or options, warrants or rights to subscribe for or purchase
Junior Shares) or make any other distribution of cash or other
property, directly or indirectly, to the holders of Junior Shares, nor
shall any Junior Shares be redeemed, purchased or otherwise acquired
(other than a redemption, purchase or other acquisition of common
shares made for purposes of any employee incentive or benefit plans)
for any consideration (or any monies be paid to or made available for a
sinking fund for the redemption of any such shares), directly or
indirectly (except by conversion into or exchange for Junior Shares),
unless and until dividends on the Series A Preferred Shares equal to
the full amount of accumulated, accrued and unpaid dividends have been
or contemporaneously are declared and paid or declared and
contemporaneously set apart for payment, for all past dividend periods
and the then current dividend period.

(d) No dividends on the Series A Preferred Shares may be
declared by the Board of Trustees or paid or set apart for payment by
the Company at any time when the terms of any agreements to which the
Company is a party, including any agreement relating to the
indebtedness of the Company, prohibit such declaration, payment or
setting apart for payment or provide that such declaration, payment or
setting apart for payment would constitute a breach or default of the
agreement, or if the declaration or payment is restricted or prohibited
by law.

(e) Except as provided in Sections 3(a) and (b) above or in
Sections 4 and 5 below, the holders of the Series A Preferred Shares
shall not be entitled to receive dividends or distributions.

SECTION 4. LIQUIDATION PREFERENCE.

(a) Subject to the rights of any Parity Shares or Senior
Shares, upon any voluntary or involuntary liquidation, dissolution or
winding up of the Company, before the Company makes or sets apart any
payment or distribution to the holders of any Junior Shares, the
holders of the Series A Preferred Shares shall be entitled to be paid,
out of assets legally available for distribution to the shareholders of
the Company, a liquidation preference in an


amount equal to $25.00 per share (the "Liquidation Preference") plus an
amount equal to all accumulated, accrued and unpaid dividends to the
date of final distribution to such holders.

(b) Until the holders of the Series A Preferred Shares have
been paid the Liquidation Preference in full, plus an amount equal to
all accumulated, accrued and unpaid dividends (whether or nor earned or
declared) to the date of final distribution to such holders, no payment
shall be made to any holder of Junior Shares upon the liquidation,
dissolution or winding up of the Company. If upon any liquidation,
dissolution or winding up of the Company the available assets of the
Company, or the proceeds thereof, shall be insufficient to pay in full
the amount of the liquidation distributions on all outstanding Series A
Preferred Shares and the corresponding amounts payable on any other
Parity Shares, then such available assets, or the proceeds thereof,
shall be distributed among the holders of the Series A Preferred Shares
and any other Parity Shares ratably in the same proportion as the
respective amounts that would be payable on the Series A Preferred
Shares and any such Parity Shares if all amounts payable thereon were
paid in full.

(c) For purposes of this Section 4, a voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company
shall not include the consolidation or merger of the Company with one
or more entities, a sale or transfer of all or substantially all of the
assets of the Company or a statutory share exchange. Upon any
liquidation, dissolution or winding up of the affairs of the Company,
after payment shall have been made in full to the holders of the Series
A Preferred Shares and any Parity Shares, any other series or class or
classes of Junior Shares shall be entitled to receive any and all
assets remaining to be paid or distributed and the holders of the
Series A Preferred Shares and any Parity Shares shall not be entitled
to share therein.

(d) Whenever the distribution provided for in this Section 4
shall be payable in securities or property other than cash, the value
of such distribution shall be as follows:

(i) For securities not subject to investment letters
or other similar restrictions on free marketability:

(A) if traded on a securities exchange, the
value shall be deemed to be the average of the
closing prices of the securities on such exchange
over the 30-trading day period ending three trading
days prior to the closing;

(B) if actively traded over-the-counter, the
value shall be deemed to be the average of the
closing bid or sale prices (whichever are applicable)
over the 30-trading day period ending three trading
days prior to the closing; and

(C) if there is no active public market, the
value shall be the fair market value thereof, as
determined in good faith by the Board.

(ii) The method of valuation of securities subject to
investment letters or other restrictions on free marketability
(other than restrictions arising solely by virtue of a
shareholder's status as an affiliate or former affiliate)
shall be to make an appropriate discount




from the market value determined as above in Sections
4(d)(i)(A) through (C) to reflect the approximate fair market
value thereof, as determined in good faith by the Board.

(iii) In the event of any bona fide dispute between
the Company and one or more holders of the Series A Preferred
Shares as to any fair market value determination under
Sections 4(d)(i)(C) or 4(d)(ii) above, such dispute shall be
resolved through binding arbitration which shall take place in
Jackson County, Missouri under the rules of the American
Arbitration Association, with the arbitration panel consisting
of persons familiar with the valuation of public and private
entities and such panel being advised, as to such valuation
issues, by an investment bank of nationally recognized
standing, the costs thereof to be borne by the nonprevailing
party.

SECTION 5. REDEMPTION.

(a) Series A Preferred Shares shall not be redeemable prior to
May 29, 2007, except as necessary for the preservation of the Company's
qualification as a real estate investment trust, which determination
shall be made by the Board, in its sole discretion.

(b) On or after May 29, 2007, the Company may, at its option,
upon written notice as described in Section 5(e), redeem Series A
Preferred Shares, in whole or from time to time in part, for cash at a
redemption price per share equal to the Liquidation Preference, plus
any accumulated, accrued and unpaid dividends, if any, through the date
of redemption, without interest; provided, however, that if a
redemption date falls after the record date for payment of a dividend
and prior to the corresponding dividend payment date, each holder of
Series A Preferred Shares at the close of business on the record date
will be entitled to the dividend payable on those shares on the
corresponding dividend payment date notwithstanding the redemption of
those shares between the dividend record date and the corresponding
dividend payment date or the default of the Company in the payment of
the dividend due.

(c) Holders of Series A Preferred Shares to be redeemed will
be required to surrender their Series A Preferred Shares at the place
designated in the notice and will be entitled to the redemption price
and any accumulated, accrued and unpaid dividends payable upon such
redemption following their surrender. If notice of redemption of any
Series A Preferred Shares has been given and if the funds necessary for
such redemption have been set aside by the Company in trust for the
benefit of the holders of any Series A Preferred Shares called for
redemption, then from and after the redemption date dividends will
cease to accrue on such Series A Preferred Shares, such Series A
Preferred Shares will no longer be deemed outstanding and all rights of
the holders of such shares will terminate, except the right to receive
the redemption price. If less than all of the outstanding Series A
Preferred Shares are to be redeemed, the Series A Preferred Shares to
be redeemed will be selected on a pro rata basis (as nearly as may be
practicable without creating fractional shares) or by any other
equitable method determined by the Board.

(d) Unless dividends equal to the full amount of all
accumulated, accrued and unpaid dividends on all outstanding Series A
Preferred Shares have been declared and paid, or declared and a sum
sufficient for payment thereof set apart for the payment, for all past
dividend periods and the then current dividend period, no Series A
Preferred Shares or Parity Shares may


be redeemed unless all outstanding Series A Preferred Shares are
simultaneously redeemed, and the Company will not have the right to
purchase or otherwise acquire, directly or indirectly, any Series A
Preferred Shares (except by exchange for Junior Shares); provided,
however, that the foregoing shall not prevent the purchase or
acquisition of Series A Preferred Shares pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding
Series A Preferred Shares.

(e) Notice of redemption will be given by publication in a
newspaper of general circulation in the City of New York, New York,
such publication to be made once a week for two successive weeks
commencing not less than 30 nor more than 60 days prior to the
redemption date. The Company shall mail notice of redemption not less
than 30 nor more than 60 days prior to the redemption date, addressed
to the respective holders of record of the Series A Preferred Shares to
be redeemed at their respective addresses as they appear on the share
transfer records of the Company. No failure to give such notice or any
defect therein or in the mailing thereof shall affect the validity of
the proceedings for the redemption of any Series A Preferred Shares
except to a holder to whom notice was defective or not given. Each
notice will state:

(i) the redemption date;

(ii) the redemption price;

(iii) the number of Series A Preferred Shares to
be redeemed;

(iv) the procedures with respect to redemption of
uncertificated shares or place or places where certificates
for Series A Preferred Shares are to be surrendered for
payment of the redemption price; and

(v) that dividends on the shares to be redeemed will
cease to accrue on the redemption date.

If less than all of the Series A Preferred Shares held by any holder
are to be redeemed, the notice mailed to that holder will also specify
the number of Series A Preferred Shares held by that holder to be
redeemed.

(f) Except as provided in this Section 5, the Company shall
make no payment or allowance for unpaid dividends, whether or not in
arrears, on Series A Preferred Shares which may have been called for
redemption.

(g) Except as provided by applicable law and the provisions of
Section 5(d), the Company may, at any time and from time to time,
purchase any Series A Preferred Shares in the open market, by tender or
by private agreement.

SECTION 6. CONVERSION. The Series A Preferred Shares shall not be
convertible into or exchangeable for any other security of the Company.

SECTION 7. NO VOTING RIGHTS.



(a) Except as provided in Section 7(b) or as otherwise
required by applicable law, the holders of the Series A Preferred
Shares shall have no voting rights with respect to the Company.

(b) If dividends on the Series A Preferred Shares or any
Parity Shares have not been paid for six or more quarterly periods,
whether or not such periods are consecutive, the number of trustees
then constituting the Board shall be increased by two, if not already
increased by reason of similar types of provisions with respect to any
Parity Shares which are entitled to similar voting rights (the "Voting
Preferred Shares"), and the holders of the Series A Preferred Shares,
along with the holders of all other Voting Preferred Shares then
entitled to exercise similar voting rights, voting together as a single
group, shall be entitled to elect two additional trustees to the Board
at the next annual meeting of shareholders, or at a special meeting of
the holders of the Series A Preferred Shares and the Voting Preferred
Shares called for that purpose, to serve until all unpaid dividends
have been paid or declared and set apart for payment. The Company shall
call a special meeting of the holders of the Voting Preferred Shares
upon the request of the holders of not less than 10% of the outstanding
Series A Preferred Shares. A quorum for any such meeting will be deemed
to exist if at least a majority of the outstanding Series A Preferred
Shares and Voting Preferred Shares then entitled to exercise similar
voting rights are represented in person or by proxy at the meeting. The
additional trustees will be elected upon the affirmative vote of a
plurality of the Series A Preferred Shares and Voting Preferred Shares
present and voting in person or by proxy at a duly called and held
meeting at which a quorum is present.

(c) Whenever dividends in arrears on the outstanding Series A
Preferred Shares and Voting Preferred Shares shall have been paid and
dividends thereon for the current quarterly dividend period shall have
been paid or declared and set apart for payment, then the right of the
holders of the Series A Preferred Shares and Voting Preferred Shares to
elect the additional two trustees shall cease and the terms of office
of such trustees will terminate and the number of trustees constituting
the Board will be reduced accordingly.

SECTION 8. PROTECTIVE PROVISIONS. So long as any Series A Preferred
Shares remain outstanding, the Company shall not, without first obtaining the
approval by vote or written consent, in the manner provided under applicable
law, of the holders of 66 2/3% of the Series A Preferred Shares:

(a) amend, alter or repeal of any of the provisions of the
Declaration of Trust or bylaws of the Company that materially and
adversely affect the powers, rights or preferences of the holders of
the Series A Preferred Shares; provided, however, that the amendment
of, or supplement to, the provisions of the Declaration of Trust so as
to authorize, create, increase or decrease the authorized amount of any
Junior Shares or any Parity Shares, or the issuance of any such shares,
shall not be deemed to materially adversely affect the powers, rights
or preferences of the Series A Preferred Shares; and further provided,
however, that no such vote of the holders of the Series A Preferred
Shares shall be required if, at or prior to the time such amendment,
alteration or repeal is to take effect provisions are made for the
redemption of all outstanding Series A Preferred Shares;


(b) effect a share exchange that affects the Series A
Preferred Shares, a consolidation with or merger of the Company into
another entity, or a consolidation with or merger of another entity
into the Company, unless in each such case each Series A Preferred
Share (i) shall remain outstanding without a material and adverse
change to its terms and rights or (ii) shall be converted into or
exchanged for preferred shares of the surviving entity having
preferences, rights, powers, restrictions, limitations as to dividends,
qualifications and terms or conditions of redemption identical to that
of the Series A Preferred Shares (except for changes that do not
materially and adversely affect the holders of the Series A Preferred
Shares);

(c) authorize, reclassify or create, or increase the
authorized or issued amount of, any class or series of Senior Shares or
any security convertible into any class or series of Senior Shares; or

(d) increase the authorized amount of Series A Preferred
Shares or decrease the authorized amount of Series A Preferred Shares
below the number of shares then issued and outstanding.

Provided, however, that no such vote of the holders of the
Series A Preferred Shares shall be required if, at or prior to the time
such amendment, alteration or repeal is to take effect or the issuance
of any such Senior Shares or security convertible into Senior Shares is
to be made, as the case may be, provisions are made for the redemption
of all outstanding Series A Preferred Shares.

SECTION 9. OWNERSHIP RESTRICTIONS. The Series A Preferred Shares
shall be subject to the ownership restrictions found in Article Ninth of the
Declaration of Trust, as amended.

SECTION 10. FORM. The Series A Preferred Shares will be issued and
maintained in book-entry form registered in the name of the nominee of The
Depository Trust Company except under limited circumstances. Provided, however,
any holder of Series A Preferred Shares shall have the right to request a
certificate therefor and upon such request made in writing to the Transfer Agent
and Registrar of the Company, the Company shall cause to be issued a duly
executed certificate for such Series A Preferred Shares registered in the name
in which the Series A Preferred Shares were held in book-entry form or such
other name(s) as specified by the holder in writing.

SECOND, that such determination of the designation, preferences and the
relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, relating to the Series A Preferred Shares,
was duly made by the Board of Trustees pursuant to the provisions of the
Declaration of Trust of the Company, and in accordance with the provisions of
Section 8-203 of the Maryland General Corporation Law, as amended.



IN WITNESS WHEREOF, Entertainment Properties Trust has executed these
Articles Supplementary Designating the Powers, Preferences and Rights of the
9.50% Series A Cumulative Redeemable Preferred Shares as of this 23rd day of
May, 2002.




ENTERTAINMENT PROPERTIES TRUST,
a Maryland real estate investment trust



By /s/ Gregory K. Silvers
----------------------------------------
Gregory K. Silvers, Esq., Vice President