FORM OF 9.50% SERIES A PREFERRED SHARE CERTIFICATE

EXHIBIT 4.5
ENTERTAINMENT PROPERTIES TRUST

A REAL ESTATE INVESTMENT TRUST

SEE REVERSE FOR IMPORTANT
NOTICE ON TRANSFER
RESTRICTIONS AND OTHER
INFORMATION

FORMED UNDER THE LAWS OF THE STATE OF MARYLAND

THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, N.Y. AND KANSAS CITY, MO.


[SHARES CERTIFICATE]


IMPORTANT NOTICE

The Trust will furnish to any shareholder, on request and without charge,
a full statement of the information required by Section 8-203(d) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
shares of each class of beneficial interest which the Trust has authority to
issue and, if the Trust is authorized to issue any preferred or special class
in series, (i) the differences in the relative rights and preferences between
the shares of each series to the extent set and (ii) the authority of the Board
of Trustees to set such rights and preferences of subsequent series. The
foregoing summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the Declaration of Trust of the
Trust, a copy of which will be furnished without charge to each shareholder who
so requests. Such request must be made to the Secretary of the Trust at its
principal office or to the Transfer Agent and Registrar.

The securities represented by this certificate are subject to restrictions
on ownership and transfer for the purpose of the Trust's maintenance of its
status as a real estate investment trust under the Internal Revenue Code of
1986, as amended. Except as otherwise provided pursuant to the Declaration of
Trust of the Trust, no person may own Shares in excess of 9.8% (or such greater
percentage as may be determined by the Board of Trustees of the Trust) of the
number or value of the outstanding shares of beneficial interest of the Trust.
Any Person who attempts or proposes to own Shares in excess of the above
limitations must notify the Trust in writing at least 15 days prior to such
proposed or attempted Transfer. All capitalized terms in this legend have the
meanings defined in the Declaration of Trust of the Trust, a copy of which,
including the restrictions on transfer, will be furnished without charge to each
shareholder who so requests. Such request must be made to the Secretary of the
Trust at its principal office or to the Transfer Agent and Registrar. If the
restrictions on transfer are violated, the securities represented hereby which
are in excess of the above limitations will be designated and treated as Excess
Shares which will be held in trust by the Excess Share Trustee for the benefit
of the Charitable Beneficiary.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED,
THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT ENT -- as joint tenants with right of
survivorship and not as tenants
in common



UNIF GIFT MIN ACT -- ............Custodian..............
(Cust) (Minor)
under Uniform Gifts to Minors
Act ...............................
(Sign)


Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, ___________________________ hereby sells, assigns and
transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


_______________________________________


________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ shares
of beneficial interest of the Trust represented by this Certificate and do
hereby irrevocably constitute and appoint

________________________________________________________________________________
attorney to transfer the said shares on the books of the Trust, with full power
of substitution in the premises.

Dated _______________________

_____________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.

Signature(s) Guaranteed


By ____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17-ad-15.