Exhibit 3.1


                        AMENDMENT TO DECLARATION OF TRUST
                                       OF
                         ENTERTAINMENT PROPERTIES TRUST

     1. Entertainment  Properties Trust, a Maryland real estate investment trust
(the "Trust") under Title 8 of the Corporations and Associations  Article of the
Annotated  Code of Maryland  ("Title 8"),  desires to amend its  Declaration  of
Trust as currently in effect and as hereinafter amended.

     2.  Article  EIGHTH  currently  authorizes  5,000,000  preferred  shares of
beneficial  interest,  $0.01 par value per share.  This  amendment  will  revise
Article  EIGHTH to  increase  the  authorized  preferred  shares  to  10,000,000
preferred shares of beneficial interest, $0.01 par value per share.

     3.  Article  EIGHTH,  Section 1 of the  declaration  of the Trust is hereby
amended as follows:

EIGHTH:

     Section 1. AUTHORIZED SHARES. The beneficial interest of the Trust shall be
divided  into  shares  of  beneficial  interest  (the  "Shares").  The Trust has
authority to issue 50,000,000  common shares of beneficial  interest,  $0.01 par
value per share ("Common Shares"), and 10,000,000 preferred shares of beneficial
interest, $0.01 par value per share ("Preferred Shares"). The Board of Trustees,
without any action by the  shareholders of the Trust,  may amend the Declaration
of Trust from time to time to  increase  or  decrease  the  aggregate  number of
Shares or the  number of Shares  of any class  that the Trust has  authority  to
issue.  If  shares  of one  class  of  beneficial  interest  are  classified  or
reclassified  into shares of another  class of beneficial  interest  pursuant to
Sections 2, 3 or 4 of this Article  EIGHTH,  the number of authorized  shares of
the former class shall be  automatically  decreased and the number of authorized
shares of the latter class shall be automatically increased, in each case by the
number of shares so classified or reclassified,  so that the aggregate number of
shares of  beneficial  interest of all classes  that the Trust has  authority to
issue shall not be more than the total number of shares of  beneficial  interest
set forth in the second sentence of this paragraph.

     4. The  amendment of the  declaration  has been  approved by the  trustees.
There is no membership entitled to vote on amendments.

     We the undersigned President and Secretary swear under penalties of perjury
that the foregoing is a corporate act.


/s/ Gregory K. Silvers                      /s/ David M. Brain
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Gregory K. Silvers, Secretary               David M. Brain, President