S-8

As filed with the Securities and Exchange Commission on May 22, 2009

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ENTERTAINMENT PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

Maryland	43-1790877
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

30 West Pershing Road, Suite 201
Kansas City, Missouri	64108
(Address of Principal Executive Offices)	(Zip Code)

Entertainment Properties Trust 2007 Equity Incentive Plan
(Full title of the plan)

Gregory K. Silvers
Vice President, Chief Operating Officer, General Counsel and Secretary
Entertainment Properties Trust
30 West Pershing Road, Suite 201
Kansas City, Missouri 64108
(Name and address of agent for service)

(816) 472-1700
(Telephone number, including area code, of agent for service)

Copies to:
Craig L. Evans
Stinson Morrison Hecker LLP
1201 Walnut, Suite 2900
Kansas City, MO 64106
(816) 691-3186

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o 

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
	Amount to be	offering price per	aggregate offering	Amount of
Title of securities to be registered	registered (1)	share (2)	price (2)	registration fee
Common shares of beneficial interest, par value $0.01 per share	1,000,000 shares	$19.16	$19,160,000	$1,069.13

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), such number of shares registered hereby shall include an indeterminate number of common shares that may be issued in connection with a share split, share dividend or similar event, for which no separate consideration will be paid.
(2)	Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the amount of the registration fee, on the basis of the average of the high and low prices of the common shares of beneficial interest of Entertainment Properties Trust reported on the New York Stock Exchange on May 21, 2009.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5.1
EX-23.2

EXPLANATORY NOTE

          Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed by Entertainment Properties Trust (the “Registrant”) for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-142831) filed by the Registrant on May 10, 2007, relating to the Entertainment Properties Trust 2007 Equity Incentive Plan (as amended, the “Plan”). This Registration Statement is being filed to register an additional 1,000,000 shares of the Registrant’s common shares of beneficial interest subject to issuance under the Plan, as amended on May 13, 2009 to increase the number of shares authorized for issuance thereunder.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “SEC”) are hereby incorporated by reference in this Registration Statement:

• The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on February 24, 2009;

• The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the SEC on May 7, 2009;

• The Registrant’s Current Reports on Form 8-K filed with the SEC on April 21, 2009 and May 20, 2009; and

• The description of the Registrant’s common shares of beneficial interest contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-13561) filed with the SEC on November 4, 1997, including any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed (other than the portions of those documents furnished or otherwise not deemed to be filed) by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

     Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit No.	Description
5.1	Opinion of Stinson Morrison Hecker LLP regarding legality*
23.1	Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1)*
23.2	Consent of KPMG LLP*
24.1	Power of Attorney (included in the signature page to this Registration Statement)*
99.1	Entertainment Properties Trust 2007 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 20, 2009)

* Filed herewith.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on this 22^nd day of May, 2009.

ENTERTAINMENT PROPERTIES TRUST,
a Maryland real estate investment trust
By: Name:	/s/ Gregory K. Silvers       Gregory K. Silvers
Title:	Vice President, Chief Operating Officer,       General Counsel and Secretary

POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints David M. Brain, Gregory K. Silvers and Mark A. Peterson, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to any other documents filed with the Securities and Exchange Commission and to file the same, with all exhibits to the Registration Statement and other documents in connection with the Registration Statement, with the Securities and Exchange Commission or any other regulatory authority, grants to the attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and ratifies and confirms all that the attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue of this power of attorney.

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

By:	/s/ Robert J. Druten Robert J. Druten	Chairman of the Board of Trustees	May 22, 2009
By:	/s/ David M. Brain David M. Brain	President, Chief Executive Officer (Principal Executive Officer) and Trustee	May 22, 2009
By:	/s/ Mark A. Peterson Mark A. Peterson	Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 22, 2009
By:	/s/ Jack A. Newman, Jr. Jack A. Newman, Jr.	Trustee	May 22, 2009
By:	/s/ James A. Olson James A. Olson	Trustee	May 22, 2009
By:	/s/ Barrett Brady Barrett Brady	Trustee	May 22, 2009

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Stinson Morrison Hecker LLP regarding legality*
23.1	Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1)*
23.2	Consent of KPMG LLP*
24.1	Power of Attorney (included in the signature page to this Registration Statement)*
99.1	Entertainment Properties Trust 2007 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 20, 2009)

* Filed herewith.

EX-5.1

Exhibit 5.1

STINSON MORRISON HECKER LLP

www.stinson.com

1201 Walnut, Suite 2900

Kansas City, MO 64106-2150

Tel (816) 842-8600

May 22, 2009

Entertainment Properties Trust
30 West Pershing Road, Suite 201
Kansas City, Missouri 64108

      Re: Registration Statement on Form S-8

Dear Ladies and Gentlemen:

     We have acted as counsel to Entertainment Properties Trust, a Maryland real estate investment trust (the “Issuer”), in connection with the preparation and filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering 1,000,000 common shares of beneficial interest. $.01 par value (the “Shares”) issuable pursuant to the Issuer’s 2007 Equity Incentive Plan, as amended (the “Plan”).

     In connection with this opinion, we have examined originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Declaration of Trust and Bylaws of the Issuer, (ii) minutes and records of the corporate proceedings of the Issuer with respect to the issuance of the Shares, (iii) the Registration Statement, and (iv) the Plan.

     For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Issuer and the due authorization, execution and delivery of all documents by the parties thereto other than the Issuer. As to any facts material to the opinion expressed herein which we have not independently established or verified, we have relied upon the statements and representations of officers and other representatives of the Issuer and others.

     Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium, arrangement and other laws affecting creditors’ rights, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances, fraudulent transfers and preferential transfers,

Entertainment Properties Trust
May 22, 2009
Page 2

(ii) the limitations imposed by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief regardless of whether considered in a proceeding in equity or at law; and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

     We render no opinion herein as to matters involving the laws of any jurisdiction other than the present laws of the United States of America, the Maryland Corporations and Associations Act, and the present judicial interpretations thereof. We advise you that the issues addressed by this opinion may be governed in whole or in part by other laws, and we express no opinion as to whether any relevant difference exists between the laws upon which our opinion is based and any other laws that may actually govern.

     Based upon and subject to the assumptions, qualifications, exclusions and other limitations contained in this letter, we are of the opinion that the Shares covered by the Registration Statement have been duly authorized by the Issuer and, when issued and paid for by the Plan participants as contemplated by the Plan and in accordance with the terms and conditions of the Plan and the applicable award agreements, such Shares will be validly issued, fully paid and non-assessable.

     This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion shall not be construed as or deemed to be a guaranty or insuring agreement. This opinion is rendered on the date hereof and we have no continuing obligation hereunder to inform you of changes of law, including judicial interpretations of law, or of facts of which we become aware after the date hereof.

     We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules of the Commission.

Sincerely,

STINSON MORRISON HECKER LLP

/s/ Stinson Morrison Hecker LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Trustees
Entertainment Properties Trust:

We consent to the use of our reports dated February 23, 2009, with respect to the consolidated balance sheets of Entertainment Properties Trust and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in shareholders’ equity, comprehensive income, and cash flows, for each of the years in the three-year period ended December 31, 2008, and all related financial statement schedules and the effectiveness of internal control over financial reporting as of December 31, 2008, incorporated herein by reference.

KPMG LLP

/S/ KPMG LLP

Kansas City, Missouri
May 22, 2009