EXHIBIT 4.5

NUMBER


Temporary Certificate--Exchangeable for Definitive Engraved Certificate
When Ready for Delivery


ENTERTAINMENT PROPERTIES TRUST

A REAL ESTATE INVESTMENT TRUST

FORMED UNDER THE LAWS OF THE STATE OF MARYLAND

SHARES


SEE REVERSE FOR IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION

THIS CERTIFICATE IS TRANSFERABLE CUSIP
IN THE CITIES OF

- --------------------------------

THIS CERTIFIES THAT



is the owner of


FULLY PAID AND NONASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST, $.01 PAR
VALUE PER SHARE, OF

ENTERTAINMENT PROPERTIES TRUST

(the "Trust"), transferable on the books of the Trust by the holder hereof in
person or by its duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are
issued and shall be held subject to all of the provisions of the Declaration
of Trust and Bylaws of the Trust and any amendments thereto. This Certificate
is not valid unless countersigned and registered by the Transfer Agent and
Registrar.

IN WITNESS WHEREOF, the Trust has caused this Certificate to be executed
on its behalf by its duly authorized officers.

DATED


/s/ David M. Brain /s/ Robert L. Harris
- ----------------------------- ----------------------------
David M. Brain, Secretary Robert L. Harris, President

ENTERTAINMENT PROPERTIES TRUST
FORMED
1997
MARYLAND

COUNTERSIGNED AND REGISTERED:

TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE



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 UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties ----- ------
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts
tenants in common to Minors Act
--------
(State)

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
------------------------------


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