424B3: Prospectus [Rule 424(b)(3)]

FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-119160


857,145 COMMON SHARES
ENTERTAINMENT PROPERTIES TRUST

Entertainment Properties Trust is a self-administered real estate
investment trust formed to invest in entertainment-related properties. Our real
estate portfolio, with over $1 billion in assets, is comprised of 54 megaplex
theatre properties located in twenty states and Ontario, Canada, six
entertainment retail centers located in Westminster, Colorado, New Rochelle, New
York and Ontario, Canada, other specialty properties, and land parcels leased to
restaurant and retail operators adjacent to several of our theatre properties.
Our theatre properties are leased to prominent theatre operators, including
American Multi-Cinema, Inc. ("AMC"), Muvico Entertainment LLC ("Muvico"), Regal
Cinemas ("Regal"), Consolidated Theatres ("Consolidated"), Loews Cineplex
Entertainment ("Loews"), Rave Motion Pictures ("Rave"), AmStar Cinemas LLC
("AmStar"), Wallace Theatres ("Wallace"), Crown Theatres ("Crown") and Southern
Theatres ("Southern").

To preserve our qualification as a real estate investment trust for U.S.
federal income tax purposes and for other purposes, we impose restrictions on
ownership of our common shares. See "Description of Common Shares" and "U.S.
Federal Income Tax Consequences" in this prospectus.

This prospectus relates to the proposed sale from time to time of up to an
aggregate of 857,145 common shares by the selling shareholders named in this
prospectus. The selling shareholders may sell the shares held for their own
account or the shares may be sold by donees, transferees, pledgees, their
beneficiaries or other successors in interest that receive shares from a selling
shareholder as a gift, trust distribution or other non-sale related transfer.

The shares being offered by the selling shareholders were originally issued
to the sellers of five theatre properties in Louisiana that we acquired in 2002
(the properties are sometimes referred to in this prospectus as the Gulf States
Properties, and the sellers of the properties are sometimes referred to as the
Property Sellers). The selling shareholders are owners of interests in the
Property Sellers or members of their immediate family. The shares are being
offered pursuant to a Registration Rights Agreement entered into between us and
the Property Sellers (referred to in this prospectus as the Registration Rights
Agreement).

The selling shareholders may offer and sell shares from time to time in one
or more transactions at fixed prices, at prevailing market prices at the time of
sale, at varying prices determined at the time of sale or at negotiated prices.
The selling shareholders may sell all or a portion of the shares in market
transactions on the New York Stock Exchange, in privately negotiated
transactions, through the writing of options, in a block trade in which a
broker-dealer will attempt to sell a block of shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction,
through broker-dealers which may act as agents or principals, directly to one or
more purchasers, through agents, or in any combination of the above or by any
other legally available means. The selling shareholders will receive all of the
proceeds from the sale of the shares. We will not receive any proceeds from such
sales. We are paying the expenses of this offering.

Our common shares and 9.50% Series A Cumulative Redeemable Preferred Shares
(referred to in this prospectus as the Series A Preferred Shares) are traded on
the New York Stock Exchange under the ticker symbols EPR and EPR PrA,
respectively. The last reported sales price of our common shares on September
20, 2004 was $38.00 per share.

We have paid regular quarterly dividends to our common and preferred
shareholders. See "About EPR" and "Description of Securities."

INVESTING IN THESE SECURITIES INVOLVES CERTAIN RISKS. SEE THE "RISK
FACTORS" BEGINNING ON PAGE 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS OCTOBER 6, 2004.



TABLE OF CONTENTS

PAGE

About this Prospectus.................................................. 1
Where You Can Find More Information.................................... 1
Incorporation of Certain Information by Reference...................... 1
Cautionary Statements Concerning Forward-Looking Information........... 2
Risk Factors........................................................... 3
About EPR.............................................................. 10
Properties............................................................. 18
Use of Proceeds........................................................ 20
U.S. Federal Income Tax Consequences................................... 20
Description of Common Shares........................................... 28
Selling Shareholders................................................... 30
Plan of Distribution................................................... 31
Legal Opinions......................................................... 33
Experts .............................................................. 33



ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement (No. 333-119160) that
we filed with the Securities and Exchange Commission ("SEC") using a "shelf
registration" process. Under this shelf process, the selling shareholders may
sell the shares described in this prospectus. This prospectus provides you with
a general description of the shares to be sold by the selling shareholders. You
should read this prospectus and the other information described in "Where You
Can Find More Information" and "Incorporation of Certain Information by
Reference" prior to investing.

WHERE YOU CAN FIND MORE INFORMATION

As a public company with securities listed on the New York Stock Exchange
(referred to in this prospectus as the NYSE), Entertainment Properties Trust
("we," "EPR," or the "Company") must comply with the Securities Exchange Act of
1934 ("Exchange Act"). This requires that we file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, proxy statements or other information we file at the SEC's
Public Reference Room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549 and at the SEC's regional offices at 233 Broadway, New
York, New York 10279 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the Public Reference Room. Copies of these
materials may be obtained by mail from the Public Reference Room of the SEC. You
may also access our SEC filings at the SEC's Internet website at www.sec.gov.
You can inspect reports and other information we file at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

We have filed a registration statement which includes this prospectus plus
related exhibits with the SEC under the Securities Act of 1933 (the "Securities
Act"). The registration statement contains additional information about EPR and
the shares. You may view the registration statement and exhibits on file at the
SEC's website. You may also inspect the registration statement and exhibits
without charge at the SEC's offices at 450 Fifth Street, N.W., Washington, D.C.
20549, and you may obtain copies from the SEC at prescribed rates.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus. Any statement contained in a document which
is incorporated by reference in this prospectus is automatically updated and
superseded if information contained in this prospectus, or information we later
file with the SEC, modifies or replaces that information.

The documents listed below have been filed by EPR under the Exchange Act
(File No. 1-13561) and are incorporated by reference in this prospectus:

1. EPR's annual report on Form 10-K for the year ended December 31, 2003,
as amended by amendment No. 1 thereto filed on April 15, 2004.
2. EPR's definitive proxy statement on Schedule 14A filed on April 8,
2004, except as otherwise stated with respect to information not
deemed filed or incorporated by reference.
3. EPR's quarterly reports on Form 10-Q for the quarters ended March 31
and June 30, 2004.
4. EPR's current report on Form 8-K filed on November 12, 2003 and
amendment No. 1 thereto filed on January 12, 2004; EPR's current
report on Form 8-K filed on March 15, 2004 and amendment No. 1 thereto
filed on March 16, 2004; EPR's current report on Form 8-K filed on
April 5, 2004; EPR's current report on Form 8-K filed on April 21,
2004; EPR's current report on Form 8-K filed on May 6, 2004; EPR's
current report on Form 8-K filed on June 23, 2004; EPR's current
report on Form 8-K filed on June 25, 2004; and EPR's current report on
Form 8-K filed on July 27, 2004.
5. The description of EPR's common shares of beneficial interest, $.01
par value, contained in EPR's registration statement on Form 8-A filed
November 4, 1997, and the description of such common shares included
in EPR's prospectus included as a part of EPR's registration statement
on Form S-11 (Registration No. 333-35281) in the form in which it was
filed on September 10, 1997, as amended from time to time.
6. All documents filed by EPR under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this prospectus and prior to the
termination of the offering of the securities covered by this
prospectus.


To obtain a free copy of any of the documents incorporated by reference in
this prospectus (other than exhibits, unless they are specifically incorporated
by reference in the documents) please contact us at:

INVESTOR RELATIONS DEPARTMENT
ENTERTAINMENT PROPERTIES TRUST
30 W. PERSHING ROAD, SUITE 201
KANSAS CITY, MISSOURI 64108
(816) 472-1700 / FAX (816) 472-5794
EMAIL INFO@EPRKC.COM

Our SEC filings are also available from our Internet website at
www.eprkc.com. The information on our website is not, and you must not consider
the information to be, a part of this prospectus.

As you read these documents, you may find some differences in information
from one document to another. If you find differences between the documents and
this prospectus, you should rely on the statements made in the most recent
document.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR
INCORPORATED BY REFERENCE. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS MAY ONLY BE USED IN STATES WHERE
THE OFFER IS PERMITTED. YOU SHOULD NOT ASSUME THE INFORMATION IN THIS PROSPECTUS
IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS.

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION

With the exception of historical information, this prospectus and our
reports filed under the Exchange Act and incorporated by reference in this
prospectus contain forward-looking statements, such as those pertaining to the
acquisition and leasing of properties, our capital needs and resources, and our
results of operations. Forward-looking statements involve numerous risks and
uncertainties and you should not rely on them as predictions of actual events.
There is no assurance the events or circumstances reflected in the
forward-looking statements will occur. You can identify forward-looking
statements by use of words such as "will be," "intend," "continue," "believe,"
"may," "expect," "hope," "anticipate," "goal," "forecast," or other comparable
terms, or by discussions of strategy, plans or intentions. Forward-looking
statements are necessarily dependent on assumptions, data or methods that may be
incorrect or imprecise. Our actual financial condition, results of operations or
business may vary materially from those contemplated by these forward-looking
statements and involve various uncertainties, including but not limited to the
factors described below:

o The performance of lease terms by tenants;
o Risk of our tenants filing for bankruptcy;
o The concentration of leases with our single largest tenant;
o Our continued qualification as a REIT;
o Risks related to real estate ownership and development;
o Risks associated with use of leverage to acquire properties;
o Risk of potential uninsured losses;
o Risks involved in joint ventures;
o Risks involved in investments in Canada;
o Risks in operating and leasing multi-tenant properties;
o Risks of environmental liability;
o Our continued ability to pay dividends at historical rates; and
o Certain limits on change in control imposed under law and by our
charter and bylaws.


We urge you to review carefully the "Risk Factors" section in this
prospectus for a more complete discussion of the risks involved in an investment
in our securities. We caution you not to place undue reliance on any
forward-looking statements, which reflect our analysis only.

We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.


RISK FACTORS

BEFORE YOU INVEST IN THE SHARES, YOU SHOULD BE AWARE THAT PURCHASING OUR
SHARES INVOLVES VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD
CAREFULLY CONSIDER THESE RISK FACTORS, TOGETHER WITH THE OTHER INFORMATION IN
THIS PROSPECTUS, BEFORE PURCHASING SHARES.

RISKS THAT MAY IMPACT OUR FINANCIAL CONDITION OR PERFORMANCE

WE COULD BE ADVERSELY AFFECTED BY A TENANT'S BANKRUPTCY

If a tenant becomes bankrupt or insolvent, that could diminish the income
we expect from that tenant's leases. We may not be able to evict a tenant solely
because of its bankruptcy. On the other hand, a bankruptcy court might authorize
the tenant to terminate its leases with us. If that happens, our claim against
the bankrupt tenant for unpaid future rent would be subject to statutory
limitations that might be substantially less than the remaining rent owed under
the leases. In addition, any claim we have for unpaid past rent would likely not
be paid in full.

The development of megaplex movie theatres has rendered many older
multiplex theatres obsolete. To the extent our tenants own a substantial number
of multiplexes, they have been, or may in the future be, required to take
significant charges against earnings resulting from the impairment of those
assets. Megaplex theatre operators have also been and may in the future be
adversely affected by any overbuilding of megaplex theatres in their markets and
the cost of financing, building and leasing megaplex theatres. Two of our
tenants, Edwards Theatre Circuits, Inc. (now part of Regal Entertainment Group),
which operates two of our theatres, and Loews Cineplex Entertainment, which
operates two of our theatres, have filed for, and emerged from, bankruptcy
reorganization. We did not incur any significant expenses or loss of revenue as
a result of those bankruptcy reorganizations.

OPERATING RISKS IN THE ENTERTAINMENT INDUSTRY MAY AFFECT THE ABILITY OF OUR
TENANTS TO PERFORM UNDER THEIR LEASES

The ability of our tenants to operate successfully in the entertainment
industry and remain current on their lease obligations depends on a number of
factors, including the availability and popularity of motion pictures, the
performance of those pictures in tenants' markets, the allocation of popular
pictures to tenants and the terms on which the pictures are licensed. Neither we
nor our tenants control the operations of motion picture distributors. Megaplex
theatres represent a greater capital investment, and generate higher rents, than
the previous generation of multiplex theatres. For this reason, the ability of
our tenants to operate profitably and perform under their leases could be
dependent on their ability to generate higher revenues per screen than multiplex
theatres typically produce.

The success of "out-of-home" entertainment venues such as megaplex theatres
and entertainment retail centers also depends on general economic conditions and
the willingness of consumers to spend time and money on out-of-home
entertainment.

A SINGLE TENANT REPRESENTS A SUBSTANTIAL PORTION OF OUR LEASE REVENUES

As of September 1, 2004, approximately 65% of our megaplex theatre
properties were leased to AMC, a subsidiary of AMC Entertainment, Inc. (referred
to in this prospectus as AMCE) and one of the nation's largest movie exhibition
companies. AMCE has guaranteed AMC's performance under the leases. We have
diversified and expect to continue to diversify our real estate portfolio by
entering into lease transactions with a number of other leading theatre
operators and acquiring other types of entertainment-related properties.
Nevertheless, our revenues and our continuing ability to pay shareholder
dividends are currently substantially dependent on AMC's performance under its
leases and AMCE's performance under its guaranty.

We believe AMC occupies a strong position in the industry and we intend to
continue acquiring and leasing back AMC theatres. However, if for any reason AMC
failed to perform under its lease obligations and AMCE did not perform under its
guaranty, we could be required to reduce or suspend our shareholder dividends,
and may not have sufficient funds to support operations, until substitute
tenants are obtained. If that happened, we cannot predict when or whether we
could obtain substitute quality tenants on acceptable terms.


THERE IS RISK IN USING DEBT TO FUND PROPERTY ACQUISITIONS

We have used leverage to acquire properties and expect to continue to do so
in the future. Although the use of leverage is common in the real estate
industry, our use of debt to acquire properties does expose us to some risks. If
a significant number of our tenants fail to make their lease payments and we
don't have sufficient cash to pay principal and interest on the debt, we could
default on our debt obligations. We are obligated to pay principal and interest
on our secured indebtedness whether or not the tenants are performing under
their leases. We could be in default under some of our indebtedness if a tenant
ceases operations at a property securing the debt and we are not able to obtain
a substitute tenant or property on a timely basis. Our debt financing is secured
by mortgages on our properties. If we fail to make our mortgage payments, the
lenders could declare a default and foreclose on those properties.

ONE OF OUR SECURED LOANS HAS A "HYPER-AMORTIZATION" PROVISION WHICH MAY
REQUIRE US TO REFINANCE THE LOAN OR SELL THE PROPERTIES SECURING THE LOAN PRIOR
TO MATURITY

As of August 31, 2004, we had approximately $97 million outstanding under a
single secured loan agreement that contains a "hyper-amortization" feature, in
which the principal payment schedule is rapidly accelerated, and our principal
payments are substantially increased, if we fail to pay the balance on the
anticipated prepayment date of July 11, 2008. We undertook this debt on the
assumption that we can refinance the debt prior to the hyper-amortization
payments becoming due. If we cannot obtain acceptable refinancing at the
appropriate time, the hyper-amortization payments will require substantially all
of the revenues from those properties securing the debt to be applied to the
debt repayment, which would substantially reduce our common share dividend rate
and could adversely affect our financial condition and liquidity.

WE MUST CONTINUALLY OBTAIN NEW FINANCING IN ORDER TO GROW

As a REIT, we are required to distribute at least 90% of our net income to
shareholders in the form of dividends. This means we are limited in our ability
to use internal capital to acquire properties and must continually raise new
capital in order to continue to grow and diversify our real estate portfolio.
Our ability to raise new capital depends in part on factors beyond our control,
including conditions in equity and credit markets, conditions in the cinema
exhibition industry and the performance of real estate investment trusts
generally. We continually consider and evaluate a variety of potential
transactions to raise additional capital, but we cannot assure that attractive
alternatives will always be available to us, nor that our common share price
will increase or remain at a level that will permit us to continue to raise
equity capital privately or publicly.

IF WE FAIL TO QUALIFY AS A REIT WE WOULD BE TAXED AS A CORPORATION, WHICH
WOULD SUBSTANTIALLY REDUCE FUNDS AVAILABLE FOR PAYMENT OF DIVIDENDS TO OUR
SHAREHOLDERS

If we fail to qualify as a REIT for U.S. federal income tax purposes, we
will be taxed as a corporation. We are organized and believe we qualify as a
REIT, and intend to operate in a manner that will allow us to continue to
qualify as a REIT. However, we cannot assure you that we will remain qualified
in the future. This is because qualification as a REIT involves the application
of highly technical and complex provisions of the Internal Revenue Code on which
there are only limited judicial and administrative interpretations, and depends
on facts and circumstances not entirely within our control. In addition, future
legislation, new regulations, administrative interpretations or court decisions
may significantly change the tax laws, the application of the tax laws to our
qualification as a REIT or the U.S. federal income tax consequences of that
qualification.

If we fail to qualify as a REIT we will face tax consequences that will
substantially reduce the funds available for payment of dividends:

o We would not be allowed a deduction for dividends paid to shareholders
in computing our taxable income and would be subject to U.S. federal
income tax at regular corporate rates

o We could be subject to the U.S. federal alternative minimum tax and
possibly increased state and local taxes

o Unless we are entitled to relief under statutory provisions, we could
not elect to be treated as a REIT for four taxable years following the
year in which we were disqualified

In addition, if we fail to qualify as a REIT, we will no longer be required
to pay dividends on our common shares. As a result of these factors, our failure
to qualify as a REIT could adversely affect the market price for our shares.


OUR DEVELOPMENT FINANCING ARRANGEMENTS EXPOSE US TO FUNDING AND PURCHASE
RISKS

We have entered into a number of development financing arrangements with
prospective tenants. We intend to meet our funding obligations under these
arrangements with debt and/or equity financing. There is no assurance we can
obtain this financing at rates which will lock-in a spread between our cost of
capital and the rent payable under the leases to be entered into upon completion
of construction. We will be obligated to purchase and lease-back the theatres
that are subject to these arrangements at predetermined rates, which may or may
not reflect the fair market value of the property or the underlying lease on the
completion date.

AS WE ACQUIRE ADDITIONAL PROPERTIES, WE MAY HAVE DIFFICULTY MANAGING OUR
GROWTH, WHICH MAY HAVE AN ADVERSE IMPACT ON OUR RESULTS OF OPERATIONS.

Our real estate portfolio has grown over 400% since our initial public
offering in 1997, including approximately $235 million in rental property
acquisitions since January 1, 2004. Although our administrative staff has grown
somewhat, we have conservatively managed our personnel costs relative to the
size of our asset base and intend to continue to do so. If we continue to grow
in the future, we may be required to increase our staffing and implement
additional management systems in order to manage that growth. We may have
difficulty integrating new people and managing our growth through acquisitions.
As a result, management's attention and resources may be diverted from our
existing operations. All of this could put a strain on our human resources and
may have an adverse effect on our profitability.

RISKS THAT APPLY TO OUR REAL ESTATE BUSINESS

THERE ARE RISKS ASSOCIATED WITH OWNING AND LEASING REAL ESTATE

Although the terms of our single-tenant leases obligate the tenants to bear
substantially all of the costs of operating the properties, investing in real
estate involves a number of risks, including:

o The risk that tenants will not perform under their leases, reducing
our income from the leases or requiring us to assume the cost of
performing obligations (such as taxes, insurance and maintenance) that
are the tenant's responsibility under a net lease

o The risk that changes in economic conditions or real estate markets
may adversely affect the value of our properties

o The risk that local conditions (such as oversupply of megaplex
theatres or other entertainment-related properties) could adversely
affect the value of our properties

o We may not always be able to lease properties at favorable rates

o We may not always be able to sell a property when we desire to do so
at a favorable price

o Changes in tax, zoning or other laws could make properties less
attractive or less profitable

If a tenant fails to perform on its lease covenants, that would not excuse
us from meeting any mortgage debt obligation secured by the property and could
require us to fund reserves in favor of our mortgage lenders, thereby reducing
funds available for payment of dividends on our shares. We cannot be assured
that tenants will elect to renew their leases when the terms expire. If a tenant
does not renew its lease or if a tenant defaults on its lease obligations, there
is no assurance we could obtain a substitute tenant on acceptable terms. If we
cannot obtain another quality movie exhibitor to lease a megaplex theatre
property, we may be required to modify the property for a different use, which
may involve a significant capital expenditure and a delay in re-leasing the
property.

SOME POTENTIAL LOSSES ARE NOT COVERED BY INSURANCE

Our net leases require the tenants to carry comprehensive liability,
casualty, workers' compensation, extended coverage and rental loss insurance on
our properties. We believe the required coverage is of the type, and amount,


customarily obtained by an owner of similar properties. We believe all of our
properties are adequately insured. However, there are some types of losses, such
as catastrophic acts of nature, for which we or our tenants cannot obtain
insurance at an acceptable cost. If there is an uninsured loss or a loss in
excess of insurance limits, we could lose both the revenues generated by the
affected property and the capital we have invested in the property. We would,
however, remain obligated to repay any mortgage indebtedness or other
obligations related to the property. Since September 11, 2001, the cost of
insurance protection against terrorist acts has risen dramatically. There can be
no assurance our tenants will be able to obtain terrorism coverage, or that any
coverage they do obtain will adequately protect our properties against loss from
terrorist attacks.

THERE ARE RISKS INVOLVED IN JOINT VENTURE INVESTMENTS

We may continue to acquire or develop properties in joint ventures with
third parties when those transactions appear desirable. We would not own the
entire interest in any property acquired by a joint venture. Significant
decisions with respect to the ownership, leasing, management or disposition of a
joint venture property may require the consent of the joint venture partner. If
we have a dispute with a joint venture partner, we may feel it necessary or
become obligated to acquire the partner's interest in the venture. However, we
cannot assure you that the price we would have to pay or the timing of the
acquisition would be favorable to us. If we own less than a 50% interest in a
joint venture, or if the joint venture is jointly controlled, the assets and
financial results of the joint venture may not be reportable by us on a
consolidated basis, and the liabilities of the joint venture may not be included
within the liabilities reported on our consolidated balance sheet. To the extent
we owe commitments to, or are dependent on, any such "off-balance sheet"
arrangements, or if those arrangements or their properties or leases are subject
to material contingencies, our liquidity, financial condition and operating
results could be adversely affected by those commitments to off-balance sheet
arrangements.

OUR MULTI-TENANT PROPERTIES EXPOSE US TO ADDITIONAL RISKS

Our entertainment retail centers in Westminster, Colorado, New Rochelle,
New York and Ontario, Canada and similar properties we may seek to acquire or
develop in the future involve risks not typically encountered in the purchase
and lease-back of megaplex theatres which are operated by a single tenant. The
ownership or development of multi-tenant retail centers exposes us to the risk
that a sufficient number of suitable tenants may not be found to enable the
center to operate profitably and provide a return to us. Retail centers are also
subject to tenant turnover and fluctuations in occupancy rates, which could
affect our operating results. We are dependent on third-party management
companies to manage those centers for us. When a tenant's lease expires or is
terminated, we may be required to pay leasing commissions and tenant finish
costs to attract a substitute tenant. Multi-tenant retail centers also expose us
to the risk of potential "CAM slippage," which may occur if common area
maintenance fees paid by tenants are exceeded by the actual cost of taxes,
insurance and maintenance at the property.

FAILURE TO COMPLY WITH THE AMERICANS WITH DISABILITIES ACT AND OTHER LAWS
COULD RESULT IN SUBSTANTIAL COSTS

The operators of our U.S. properties must comply with the Americans with
Disabilities Act ("ADA"). The ADA requires that public accommodations reasonably
accommodate individuals with disabilities and that new construction or
alterations be made to commercial facilities to conform to accessibility
guidelines. Failure to comply with the ADA can result in injunctions, fines,
damage awards to private parties and additional capital expenditures to remedy
noncompliance. Our U.S. leases require the tenants to comply with the ADA.

The operators of our properties are also subject to various other federal,
state or provincial and local regulatory requirements. We believe the properties
are in material compliance with all applicable regulatory requirements. However,
we do not know whether existing requirements will change or whether compliance
with future requirements will involve significant unanticipated expenditures.
Although these expenditures would be the responsibility of our tenants, if
tenants fail to perform these obligations, we may be required to do so.

POTENTIAL LIABILITY FOR ENVIRONMENTAL CONTAMINATION COULD RESULT IN
SUBSTANTIAL COSTS

Under federal, state and local environmental laws, we may be required to
investigate and clean up any release of hazardous or toxic substances or
petroleum products at our properties, regardless of our knowledge or actual
responsibility, simply because of our current or past ownership of the real
estate. If unidentified environmental problems arise, we may have to make
substantial payments, which could adversely affect our cash flow and our ability
to make distributions to our shareholders. This is so because:


o As owner we may have to pay for property damage and for investigation
and clean-up costs incurred in connection with the contamination

o The law may impose clean-up responsibility and liability regardless of
whether the owner or operator knew of or caused the contamination

o Even if more than one person is responsible for the contamination,
each person who shares legal liability under environmental laws may be
held responsible for all of the clean-up costs

o Governmental entities and third parties may sue the owner or operator
of a contaminated site for damages and costs

These costs could be substantial and in extreme cases could exceed the
value of the contaminated property. The presence of hazardous substances or
petroleum products or the failure to properly remediate contamination may
adversely affect our ability to borrow against, sell or lease an affected
property. In addition, some environmental laws create liens on contaminated
sites in favor of the government for damages and costs it incurs in connection
with a contamination.

Most of our loan agreements require the Company or a subsidiary to
indemnify the lender against environmental liabilities. Our leases require the
tenants to operate the properties in compliance with environmental laws and to
indemnify us against environmental liability arising from the operation of the
properties. We believe all of our properties are in material compliance with
environmental laws. However, we could be subject to strict liability under
environmental laws because we own the properties. There is also a risk that
tenants may not satisfy their environmental compliance and indemnification
obligations under the leases. Any of these events could substantially increase
our cost of operations, require us to fund environmental indemnities in favor of
our secured lenders and reduce our ability to service our debt and pay dividends
to shareholders.

REAL ESTATE INVESTMENTS ARE RELATIVELY NON-LIQUID

We may desire to sell a property in the future because of changes in market
conditions or poor tenant performance or to avail ourselves of other
opportunities. We may also be required to sell a property in the future to meet
obligations or avoid a loan default. Specialty real estate projects such as
megaplex theatres cannot always be sold quickly, and we cannot assure you that
we could always obtain a favorable price. We may be required to invest in the
restoration or modification of a property before we can sell it.

RISKS THAT MAY AFFECT THE MARKET PRICE OF OUR SECURITIES

WE CANNOT ASSURE YOU WE WILL CONTINUE PAYING DIVIDENDS AT HISTORICAL RATES

Our ability to continue paying dividends on our common shares at historical
rates or to increase our common share dividend rate will depend on a number of
factors, including our financial condition and results of future operations, the
performance of lease terms by tenants, provisions in our secured loan covenants,
and our ability to acquire, finance and lease additional properties at
attractive rates. If we do not maintain or increase our common share dividend
rate, that could have an adverse effect on the market price of our common
shares.

MARKET INTEREST RATES MAY HAVE AN EFFECT ON THE VALUE OF OUR SECURITIES

One of the factors investors may consider in deciding whether to buy or
sell our securities is our dividend rate as a percentage of our share price,
relative to market interest rates. If market interest rates increase,
prospective investors may desire a higher dividend or interest rate on our
securities or seek securities paying higher dividends or interest.

MARKET PRICES FOR OUR SECURITIES MAY BE AFFECTED BY PERCEPTIONS ABOUT THE
FINANCIAL HEALTH OR SHARE VALUE OF OUR TENANTS OR THE PERFORMANCE OF REIT STOCKS
GENERALLY.

To the extent any of our tenants or other movie exhibitors report losses or
slower earnings growth, take charges against earnings resulting from the
obsolescence of multiplex theatres or enter bankruptcy proceedings, the market
price for our securities could be adversely affected. The market price for our
securities could also be affected by any weakness in movie exhibitor or REIT
stocks generally.


LIMITS ON CHANGES IN CONTROL MAY DISCOURAGE TAKEOVER ATTEMPTS WHICH MAY BE
BENEFICIAL TO OUR SHAREHOLDERS

There are a number of provisions in our Declaration of Trust, Maryland law
and agreements we have with others which could make it more difficult for a
party to make a tender offer for our common shares or complete a takeover of EPR
which is not approved by our Board of Trustees. These include:

o A staggered Board of Trustees that can be increased in number without
shareholder approval

o A limit on beneficial ownership of our shares, which acts as a defense
against a hostile takeover or acquisition of a significant or
controlling interest, in addition to preserving our REIT status

o The ability of the Board of Trustees to issue preferred shares, and to
reclassify preferred or common shares, without shareholder approval

o Limits on the ability of shareholders to remove trustees without cause

o Requirements for advance notice of shareholder proposals at annual
shareholder meetings

o Provisions of Maryland law restricting business combinations and
control share acquisitions not approved by the Board of Trustees

o Provisions of Maryland law protecting corporations (and by extension
REITs) against unsolicited takeovers by limiting the duties of the
trustees in unsolicited takeover situations

o Provisions of Maryland law providing that the trustees are not subject
to any higher duty or greater scrutiny than that applied to any other
director under Maryland law in transactions relating to the
acquisition or potential acquisition of control

o Provisions of Maryland law creating a statutory presumption that an
act of the trustees satisfies the applicable standards of conduct for
directors under Maryland law

o Provisions in secured loan or joint venture agreements putting EPR in
default upon a change in control

o Provisions of employment agreements with our officers calling for
forgiveness of share purchase loans upon a hostile change in control

Any or all of these provisions could delay or prevent a change in control
of EPR, even if the change was in our shareholders' interest or offered a
greater return to our shareholders.

THE JOBS AND GROWTH TAX RELIEF RECONCILIATION ACT OF 2003 MAY ADVERSELY
AFFECT THE VALUE OF OUR SHARES

On May 28, 2003, the President signed the Jobs and Growth Tax Relief and
Reconciliation Act of 2003 into law, which provides favorable income tax rates
for certain corporate dividends received by individuals through December 31,
2008. Under this new law, REIT dividends are generally not eligible for the
preferential rates applicable to dividends unless the dividends are attributable
to income that has been subject to corporate-level tax or are attributable to
certain other dividends received by us. As a result, substantially all of the
dividends paid on our shares do not qualify for such lower rates. This new law
could cause stock in non-REIT corporations to be more attractive to investors
than stock in REITs, which may negatively affect the value of, and the market
for, our shares.

THE MARKET PRICE FOR OUR COMMON SHARES COULD BE ADVERSELY AFFECTED BY ANY
PREFERRED SHARES, WARRANTS OR DEBT SECURITIES WE MAY OFFER.

We have filed a universal shelf registration statement on Form S-3 to
register $400,000,000 of securities, which may include any combination of common
shares, preferred shares, warrants and debt securities. If we offer any
additional preferred shares or any warrants or debt securities on terms which
are not deemed accretive to our common shareholders, that may adversely affect
the market price for our common shares. In addition, the issuance of warrants
may create a significant market "overhang" which could be dilutive to our common
shareholders and adversely affect our common share price.


ABOUT EPR

BUSINESS

EPR is a self-administered REIT. Our real estate portfolio, with over $1
billion in assets, is comprised of 54 megaplex theatre properties located in
twenty states and Ontario, Canada, six entertainment retail centers located in
Westminster, Colorado, New Rochelle, New York and Ontario, Canada, other
specialty properties, and land parcels leased to restaurant and retail operators
adjacent to several of our theatre properties. Our theatre properties are leased
to prominent theatre operators, including AMC, Muvico, Regal, Consolidated,
Loews, Rave, AmStar, Wallace, Crown and Southern.

As of September 1, 2004, approximately 65% of our megaplex theatre
properties were leased to AMC as a result of a series of sale-leaseback
transactions pertaining to a number of AMC megaplex theatres, and approximately
61% of our annual lease revenues were derived from rental payments by AMC under
these leases.

Megaplex theatres typically have at least 14 screens with stadium-style
seating (seating with elevation between rows to provide unobstructed viewing)
and are equipped with amenities that significantly enhance the audio and visual
experience of the patron. We believe the development of megaplex theatres has
accelerated the obsolescence of many previously existing movie theatres by
setting new standards for moviegoers, who, in our experience, have demonstrated
their preference for the more attractive surroundings, wider variety of films
and superior customer service typical of megaplex theatres (see "Operating risks
in the entertainment industry may affect the ability of our tenants to perform
under their leases" and "Market prices for our securities may be affected by
perceptions about the financial health or share value of our tenants or the
performance of REIT stocks generally" under "Risk Factors").

We expect the development of megaplex theatres to continue in the United
States and abroad for the foreseeable future. With the development of the
stadium style megaplex theatre as the preeminent store format for cinema
exhibition, the older generation of flat-floor theatres has generally
experienced a significant downturn in attendance and performance. As a result of
the significant capital commitment involved in building new megaplex theatre
properties and the experience and industry relationships of our management, we
believe we will continue to have opportunities to provide capital to businesses
that seek to develop and operate these properties but would prefer to lease
rather than own the properties in order to minimize the impact of real estate
ownership on their financial statements. We believe our ability to finance these
properties will enable us to continue to grow and diversify our asset base.

EPR was formed on August 22, 1997 as a Maryland real estate investment
trust. We completed an initial public offering of our common shares on November
18, 1997. Our executive offices are located at 30 W. Pershing Road, Suite 201,
Kansas City, Missouri 64108. Our telephone number is (816) 472-1700.

RECENT DEVELOPMENTS

ACQUISITIONS

Since January 1, 2004, we have acquired approximately $235 million in
rental properties, increasing our rental property asset base by approximately
21%.

On March 1, 2004, we acquired, through our wholly-owned subsidiaries, four
entertainment retail centers anchored by AMC megaplex theatres located in
Ontario, Canada. The properties are the Mississauga Entertainment Centrum
located in suburban Toronto, the Oakville Entertainment Centrum located in
suburban Toronto, the Whitby Entertainment Centrum located in suburban Toronto,
and the Kanata Centrum Walk located in suburban Ottawa. The properties contained
an aggregate of approximately 893,000 square feet of retail and entertainment
space on the acquisition date. Our total acquisition cost for the properties was
approximately US $152 million, plus transaction costs. Approximately US $27
million of the purchase price was paid in the form of 747,243 restricted common
shares of EPR valued at US $36.25 per share. We have filed an effective
registration statement with the SEC to register the shares for resale by the
sellers of the properties. The cash portion of the purchase price was paid in
Canadian dollars and financed through Canadian-dollar nonrecourse fixed rate
mortgage loans provided by GMAC Commercial Mortgage of Canada, Limited in the
aggregate amount of approximately US $97 million. For additional information
about the acquisitions, see our current report on Form 8-K filed with the SEC on
March 15, 2004 and amended on March 16, 2004, and our quarterly report on Form
10-Q for the quarter ended March 31, 2004, incorporated by reference herein.


The following unaudited pro forma condensed income statements present
income statement information for the year ended December 31, 2003 and the six
months ended June 30, 2004 as if the Canadian properties and our interest in New
Roc Associates, L.P., which owns the New Roc City entertainment retail center in
New Rochelle, New York, had been acquired on January 1, 2003. The unaudited pro
forma information includes all adjustments considered necessary to present such
information in accordance with the requirements of Article 11 of Regulation S-X.


ENTERTAINMENT PROPERTIES TRUST
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2003
(In thousands except per share data)