UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Entertainment Properties Trust

(Exact name of registrant as specified in its charter)

Maryland (State of incorporation or organization)		43-1790877 (I.R.S. Employer Identification No.)
30 West Pershing Road, Suite 201 Kansas City, Missouri (Address of principal executive office)		64108 (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered
5.75% Series C Cumulative Convertible Preferred Shares, Par Value $0.01 Per Share		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective to General Instruction A.(c), check the following box.     ý

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective to General Instruction A.(d), check the following box.     o

Securities Act registration statement file number to which this form relates: No. 333-113626 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None.

(Title of class)

 

 

Item 1. Description of Registrant’s Securities to be Registered.

     A description of the 5.75% Series C Cumulative Convertible Preferred Shares, par value $0.01 per share, of Entertainment Properties Trust, a Maryland real estate investment trust (the “Company”) is contained under the caption “Description of the Series C Preferred Shares” in the Company’s prospectus supplement dated December 19, 2006, and under the caption “Description of Securities” in the Company’s prospectus dated March 26, 2004, each as filed with the Securities and Exchange Commission under Rule 424(b)(5) on December 20, 2006, as a form of prospectus used after the effectiveness of the Company’s Registration Statement on Form S-3 (File No. 333-113626), filed with the Securities and Exchange Commission on March 15, 2004, covering the offer and sale of shares of the class of securities to be registered hereby which descriptions are incorporated herein by reference. The exhibits to this registration statement are listed in Item 2 and are incorporated herein by reference.

Item 2. Exhibits.

Number		Description
3.1		Amended and Restated Declaration of Trust of the Company, attached as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed June 7, 1999 (incorporated herein by reference).
3.2		Amendment to Declaration of Trust of the Company, attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed January 11, 2005 (incorporated herein by reference).
3.3		Amendment to Declaration of Trust of the Company, attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed December 19, 2006 (incorporated herein by reference).
3.4		Articles Supplementary for 9.50% Series A Cumulative Redeemable Preferred Shares, attached as Exhibit 4.4 to the Company’s Registration Statement on Form 8-A, filed May 24, 2002 (incorporated herein by reference).
3.5		Articles Supplementary for 7.75% Series B Cumulative Redeemable Preferred Shares, attached as Exhibit 4.6 to the Company’s Current Report on Form 8-K, filed January 14, 2005 (incorporated herein by reference).
3.6		Articles Supplementary for 5.75% Series C Cumulative Convertible Preferred Shares, attached as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed December 21, 2006 (incorporated herein by reference).
3.7		Bylaws of the Company, attached as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed June 7, 1999 (incorporated herein by reference).
4.1		Form of share certificate for common shares of beneficial interest of the Company, attached as Exhibit 4.5 to the Company’s Registration Statement on Form S-11, as amended, filed October 28, 1997 (incorporated herein by reference).

Number		Description
4.2		Form of 9.50% Series A Cumulative Redeemable Preferred Share Certificate, attached as Exhibit 4.5 to the Company’s Registration Statement on Form 8-A, filed May 24, 2002 (incorporated herein by reference).
4.3		Form of 7.75% Series B Cumulative Redeemable Preferred Share Certificate, attached as Exhibit 4.7 to the Company’s Registration Statement on Form 8-A, filed January 12, 2005 (incorporated herein by reference).
4.4		Form of 5.75% Series C Cumulative Convertible Preferred Share Certificate, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed December 21, 2006 (incorporated herein by reference).
4.5		Form of Agreement Regarding Ownership Limit Waiver, by and between the Company and Cohen & Steers Capital Management, Inc., attached as Exhibit 4.7 to the Company’s Current Report on Form 8-K, filed January 19, 2005 (and incorporated herein by reference).

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: December 21, 2006