8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2008

Entertainment Properties Trust

(Exact name of registrant as specified in its charter)

Maryland	1-13561	43-1790877
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

30 West Pershing Road, Suite 201
Kansas City, Missouri 64108
(Address of principal executive office)(Zip Code)

(816) 472-1700
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

     The following are principal recent developments since June 30, 2008:

Investment Pipeline

     In July 2008, the Company entered into letters of intent regarding the following transactions:

• a $225.0 million investment by the Company with respect to a proposed planned resort development in upstate New York. The total project is expected to consist of a casino complex and a 1,580 acre resort complex. The resort complex is expected to consist of a 125-room spa hotel, a 350-room waterpark style hotel, a convention center and support facilities, a waterpark, two golf courses, and a retail and residential development. The Company’s investment is expected to consist of a loan to the developer of the project secured by a first lien mortgage on the resort complex real estate.

• the acquisition of up to 1,695 acres of pre-productive and productive vineyards in California, Oregon and Washington at a cost of approximately $99.0 million. In addition, the Company expects that it will fund an additional $116.0 million in development costs through the third quarter of 2012. The Company also anticipates that it will lease these properties pursuant to triple net leases.

     The Company believes it has a strong pipeline of development, acquisition and financing transaction opportunities, and the Company has entered into several additional letters of intent and has entered into other commitments in furtherance of these efforts. These possible transactions, including those described above are generally subject to due diligence, negotiation and execution of definitive agreements and other contingencies. The Company cannot assure you that the transactions will be completed on the terms described above or at all.

Dividend Reinvestment and Direct Stock Purchase Plan

     On June 26, 2008, the Company began offering common shares pursuant to its revised dividend reinvestment and direct share purchase plan. Pursuant to the direct share purchase component of this plan, the Company raised approximately $16.4 million during July 2008. The proceeds raised from the offer and sale of common shares under this plan will be used for general business purposes.

Debt Financing

     On July 11, 2008, the Company paid in full a mortgage note payable which had an outstanding balance of principal and interest totaling $90.6 million. This mortgage note payable was secured by eight theatre properties and required monthly principal and interest payments of $689,000. The maturity date of the mortgage note payable was July 11, 2028. The mortgage agreement contained a “hyper-amortization” feature, in which the principal payment schedule was rapidly accelerated, and the

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Company’s principal and interest payments were substantially increased, if the balance was not paid in full on the anticipated prepayment date of July 11, 2008.

Item 8.01. Other Events.

     On July 31, 2008, the Company issued a press release announcing that it commenced an underwritten public offering of its common shares. The Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     The information in this Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such state.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS, INCLUDING WITH RESPECT TO THE COMPANY’S PLANNED ISSUANCE OF THE COMMON SHARES (INCLUDING THE UNDERWRITERS' OPTION TO PURCHASE ADDITIONAL SHARES) AND ITS INTENDED USE OF THE PROCEEDS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY’S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THE COMPANY’S FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 31, 2008 issued by Entertainment Properties Trust

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

ENTERTAINMENT PROPERTIES TRUST
By:	/s/ Mark A. Peterson
	Mark A. Peterson
	Vice President, Chief Financial Officer and Treasurer

Date: July 31, 2008

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated July 31, 2008 issued by Entertainment Properties Trust

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EX-99.1

Exhibit 99.1

ENTERTAINMENT PROPERTIES TRUST COMMENCES PUBLIC OFFERING OF COMMON SHARES

KANSAS CITY, Mo., July 31, 2008 – Entertainment Properties Trust (NYSE:EPR), announced today that it has agreed to sell 1,900,000 of its common shares of beneficial interest in an underwritten, at-the-market public offering. The last reported sales price of its common shares on July 31, 2008 was $53.64 per share. The Company also has granted the underwriters a 30-day option to purchase up to 285,000 additional common shares. The Company intends to use the net proceeds from this offering for general business purposes, which may include funding the acquisition, development or financing of properties or repayment of debt. Pending this application, the Company intends to use the net proceeds to reduce indebtedness under its unsecured revolving credit facility and to invest any remaining net proceeds in interest-bearing securities which are consistent with the Company’s qualification as a real estate investment trust. Closing is expected to occur on or about August 5, 2008, subject to customary closing conditions.

Goldman, Sachs & Co. is acting as the sole book-running manager for the offering. KeyBanc Capital Markets is acting as co-manager for the offering.

The offering is being made pursuant to an effective shelf registration statement. The offering may be made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained by sending a request to: Goldman, Sachs & Co., Prospectus Department, 100 Burma Road, Jersey City, NJ 07305. Phone: 212 902 1171, Facsimile: 212-902-9316, and e-mail at prospectus-ny@ny.email.gs.com.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

About Entertainment Properties Trust

Entertainment Properties Trust (NYSE:EPR) is a real estate investment trust (REIT) that develops, owns, leases, and finances properties for consumer-preferred, high-quality businesses. EPR’s investments are guided by a focus on inflection opportunities that offer enduring value, excellent executions, attractive economics, and an advantageous market position. Our total assets exceed $2.4 billion and include megaplex movie theatres and entertainment retail centers, as well as other destination recreational and specialty investments.

Safe Harbor Statement

With the exception of historical information, this press release contains forward looking statements within the meaning of the securities laws, such as those pertaining to our acquisition or disposition of properties, our capital resources and future expenditures for development projects. The Company’s actual financial condition, results of operations, funds from operations, or business may vary materially from those contemplated by such forward looking statements and involve various risks and uncertainties. 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 necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise.

You should consider the risks described in the “Risk Factors” section of our most recent annual report on Form 10-K and, to the extent applicable, our quarterly reports on Form 10-Q in evaluating any forward looking statements included in this press release. Given these uncertainties, investors are cautioned not to place undue reliance on any forward looking statements. We undertake no obligation to publicly update or revise any forward looking statements included in this press release whether as a result of new information, future events, or otherwise. In light of the factors referred to above, the future events discussed in this press release may not occur and actual results,

performance, or achievements could differ materially from those anticipated or implied in the forward looking statements.