EXHIBIT 10.11

ENTERTAINMENT PROPERTIES TRUST
ANNUAL INCENTIVE PROGRAM


1. GENERAL. The purposes of Entertainment Properties Trust Annual
Incentive Program (the "Program") are to attract and retain highly-qualified
executives by providing appropriate performance-based incentive awards.
Entertainment Properties Trust (the "Company") intends that certain
performance-based compensation under the Program will qualify for a deduction
under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code") with respect to certain Covered Employees. The Program will be
effective __________ __, 1997, subject to approval by the Company's shareholders
as of such date.

2. DEFINITIONS.

(a) "Award" shall mean an annual incentive award granted
pursuant to the Program, the payment of which shall be contingent upon the
attainment of Performance Goals with respect to a Program Year, unless otherwise
determined by the Committee.

(b) "Board" shall mean the Board of Trustees of the Company.

(c) "Committee" shall mean the Board, unless and until the Board
shall establish the Compensation Committee of the Board.

(d) "Common Share" shall mean the common shares of beneficial
interest, $0.01 par value per share, of the Company.

(e) "Covered Employee" shall have the meaning set forth in
Section 162(m)(3) of the Code.

(f) "Fair Market Value" per share as of a particular date shall
mean the last reported sale price (on the day immediately preceding such date of
the Common Shares on the New York Stock Exchange (or any other exchange or
national market system upon which price quotations for the Company's Common
Shares are regularly available).

(g) "Participant" shall mean, for any Program Year, a key
employee of the Company or a Subsidiary who has been designated by the Committee
to participate in the Program for such year. If a key employee becomes a
Participant other than at the beginning of a Program Year, the Committee may
establish a target



Award for such Participant and such Participant shall be eligible to earn a
prorated Award for such year.

(h) "Performance Goals" shall mean the criteria and objectives
which must be met during the Program
Year as a condition of the Participant's receipt of payment with respect to an
Award, as described in Section 3 hereof.

(i) "Program Year" shall mean the period beginning on August 22,
1997 and ending on December 31, 1997 and each calendar year thereafter.

(j) "Subsidiary" shall mean any subsidiary of the Company which
has been approved for participation in the Program by the Committee so that its
executives may be selected for participation in the Program.

3. PERFORMANCE GOALS. (a) Performance Goals for each Program Year
shall be established by the Committee not later than the latest permissible date
under Section 162(m) of the Code. Performance Goals may be expressed in terms
of one or more of the following: revenue, revenue growth, EBITDA, EBITDA
growth, Funds from Operations, Funds from Operations per share and per share
growth, Cash Available For Distributions, Cash Available For Distribution per
share and per share growth, net earnings, earnings per share, earnings per share
growth, return on equity, return on assets, share price performance on an
absolute basis and relative to an index, attainment of expense levels, and
implementation or completion of critical projects. In the case of Participants
who are not Covered Employees, Performance Goals may be based on such other
financial or individual goals as the Committee may establish.

(b) In the case of Covered Employees, the Committee shall
establish Performance Goals which state, in terms of an objective formula or
standard, the method for computing the amount of compensation payable if the
goal is attained and which otherwise satisfy the requirements of Section 162(m)
of the Code, so that the Awards paid if the Performance Goals are attained will
be fully deductible by the Company.

(c) With respect to corporate and individual Performance Goals,
the Committee shall specify a minimum level of performance below which no Award
will be paid for attainment of corporate or individual objectives. The
Committee shall also specify the levels of corporate performance at which the
target and maximum Award will be earned for attainment of corporate and
individual objectives. The Performance Goals established by the Committee may
(but need not) be different for each Program Year and different Performance
Goals may apply to different Participants.


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For purposes of certain of the Performance Goals established
under Section 3(a) above:

(i) "Cash Available for Distribution" for any Program
year shall mean Funds from Operations plus amortization and minus capital
expenditures and principal payments on indebtedness.

(ii) "EBITDA" for any Program Year shall mean earnings
before interest, taxes, depreciation and amortization.

(iii) "Funds from Operations" for any Program Year shall
mean net earnings (loss) (computed in accordance with GAAP), excluding
significant non-recurring items, gains (or losses) from debt restructuring and
sales of property, plus real estate related depreciation and amortization and
after adjustments for unconsolidated partnerships and joint ventures.

(iv) "GAAP" shall mean generally accepted accounting
principles, as in effect from time to time.

(v) Measurement of Funds from Operations shall be
determined in accordance with the Company's audited financial statements and
generally accepted accounting principles as reported by the Company's
independent accountants.

(vi) Notwithstanding any other provision of the Program,
in determining whether Performance Goals have been achieved for any Participant
who is not a Covered Employee, the Committee may exclude items it deems to be
extraordinary, nonrecurring items, regardless of whether such items are
excludable or otherwise dealt with under GAAP.

4. AWARDS.

(a) IN GENERAL. For the Program Year commencing in 1998 and
each subsequent Program Year, the Committee shall, no later than the time
specified in Section 3(a) hereof, determine the Participants and specify the
Performance Goals applicable to such Participants for such Program Year and the
extent to which target Awards will be increased or decreased for attainment of
Performance Goals that are above or below target. Unless otherwise provided by
the Committee in its discretion in connection with termination of employment,
payment of an Award for a particular Program Year shall be made only if and to
the extent the Performance Goals with respect to such Program Year are attained
and only if the Participant is employed by the Company or one of its
subsidiaries on the last day of such Program Year.


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(b) DISCRETIONARY ADJUSTMENTS. The Committee may, taking into
account such factors as it deems relevant, increase or decrease the amount
payable to any Participant as a result of the level of performance attained
relative to corporate Performance Goals for the Program Year, but shall not
increase the amount payable to any Covered Employee.

(c) LIMITATION ON AWARDS. Notwithstanding anything to the
contrary contained in this Program, the maximum Award which may be earned by any
Participant under the Program in respect of any Program Year shall not exceed
60% of the Participant's base salary payable with respect to the calendar year
in which such Program Year commences; PROVIDED, HOWEVER, that such amount shall
not exceed $300,000.

(d) TIME OF PAYMENT. Unless otherwise determined by the
Committee, all payments in respect of Awards granted under this Section 4 shall
be made no later than 90 days after the end of the Program Year. In the case of
Covered Employees, unless otherwise determined by the Committee in connection
with termination of employment, such payments shall be made only after
achievement of the Performance Goals has been certified by the Committee. In
all other cases, such payments shall be made only if approved by the Committee
in accordance with the provisions of the Program.

(e) FORM OF PAYMENT. Payment of each Participant's Award for
any Program Year shall be made in cash, less the appropriate withholding taxes
as set forth in Section 6(c). Notwithstanding the foregoing, the Participant
may elect to receive his Award in Common Shares, having a Fair Market Value
equal to that of the Award, less the appropriate withholding taxes as set forth
in Section 6(c).

5. ADMINISTRATION. The Program shall be administered by the
Committee. The Committee shall have the authority, in its sole discretion, to
administer the Program and to exercise all the powers and authorities either
specifically granted to it under the Program or necessary or advisable in the
administration of the Program, including, without limitation, (i) to grant
Awards, (ii) to determine the persons to whom and the time or times at which
Awards shall be granted, (iii) to determine the terms, conditions, restrictions
and Performance Goals relating to any Award, (iv) to make adjustments in the
Performance Goals in response to changes in applicable laws, regulations, or
accounting principles, (v) to make discretionary adjustments in the amounts
payable upon attainment of Performance Goals, (vi) to construe and interpret the
Program, (vii) to prescribe, amend and rescind rules and regulations relating to
the Program, and (viii) to make all other determinations deemed necessary or
advisable for the administration of the Program; PROVIDED, HOWEVER, that the
Committee may in no event exercise its discretion with respect to matters
pertaining


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to Covered Employees in a manner that would cause Awards awarded under the
Program not to qualify as performance-based compensation for purposes of Section
162(m) of the Code and the regulations thereunder.

The Committee, if appointed by the Board, shall consist of two or
more persons each of whom is an "outside director" within the meaning of
Section 162(m) of the Code. The Committee may delegate to one or more of its
members or one or more agents such administrative duties as it may deem
advisable, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Program. All
decisions, determinations and interpretations of the Committee, including,
without limitation, decisions as to an employee's selection as a Participant,
whether individual or corporate Performance Goals have been attained and the
amount of Award to which the Participant is entitled, shall be final and
binding on all persons, including the Company, the Participant (or any person
claiming any rights under the Program from or through any Participants) and
any shareholder. No member of the Board or the Committee shall be liable for
any action taken or determination made in good faith with respect to the
Program or any Award granted hereunder.

6. MISCELLANEOUS.

(a) GOVERNMENTAL COMPLIANCE. The Program and the granting of
Awards, and other obligations of the Company under the Program shall be subject
to all applicable federal and state laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may be required.

(b) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Program or
in any Award granted shall confer upon any Participant the right to continue in
the employ of the Company or any of its subsidiaries or to be entitled to any
remuneration or benefits not set forth in the Program or to interfere with or
limit in any way the right of the Company to terminate such Participant's
employment.

(c) WITHHOLDING TAXES. The Company or subsidiary employing any
Participant shall deduct from all payments and distributions under the Program
any taxes required to be withheld by federal, state or local or other
governmental authority.

(d) AMENDMENT AND TERMINATION OF THE PROGRAM. The Board may at
any time and from time to time alter, amend, suspend, or terminate the Program
in whole or in part; PROVIDED, HOWEVER, that no amendment which requires
shareholder approval in order for the Program to continue to comply with Section
162(m) of the Code as it relates to Covered Employees shall be effective unless
the same shall be


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approved by the requisite vote of the shareholders of the Company.
Notwithstanding the foregoing, no amendment shall adversely affect the right of
any Participant, without such Participant's consent, to receive an Award
theretofore granted under the Program or, once a Participant has been notified
of his selection as a Participant and of the amount of his target Award for a
Program Year, to have his right to receive an Award be determined in accordance
with the provisions of the Program as in effect immediately prior to such
amendment.

(e) PARTICIPANT RIGHTS. No Participant shall have any claim to
be granted any Award under the Program, and there is no obligation for
uniformity of treatment among Participants.

(f) DESIGNATION OF BENEFICIARY. A Participant may designate a
beneficiary or beneficiaries who shall receive payment of any Award earned under
the Program in the event of the Participant's death prior to payment. The
Participant may, at any time, change or revoke such designation. A beneficiary
designation, or revocation of a prior beneficiary designation, will be effective
only if it is made in writing signed by the Participant and received by the
Secretary of the Company.

(g) GOVERNING LAW. The Program and the rights of all persons
claiming hereunder shall be construed and determined in accordance with the laws
of the State of Missouri without giving effect to the choices of law principles
thereof.

7. TERM. No Award may be granted under the Program with
respect to any Program Year after the Program Year commencing in 2002.

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