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):
                                  JUNE 22, 2004


                         ENTERTAINMENT PROPERTIES TRUST
               ---------------------------------------------------
               (Exact name of company as specified in its charter)


         MARYLAND                      1-13561                 43-1790877
----------------------------   ------------------------   ----------------------
(State or other jurisdiction   (Commission file number)       (IRS Employer
     of incorporation)                                    Identification Number)

          30 WEST PERSHING ROAD, SUITE 201, KANSAS CITY, MISSOURI 64108
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


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


                                 NOT APPLICABLE
          (Former name or former address if changed since last report)



     THIS REPORT IS BEING FILED SOLELY FOR THE PURPOSE OF FILING  EXHIBIT 1.1 TO
THE  REGISTRANT'S  REGISTRATION  STATEMENT ON FORM  S-3/S-11,  REGISTRATION  NO.
333-113626.





ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

(c)       Exhibits

          EXHIBIT NO.    DOCUMENT

             1.1         Form of  Underwriting  Agreement  dated  June 22,  2004
                         among Entertainment  Properties Trust ("EPR"),  and RBC
                         Capital Markets  Corporation and J.P. Morgan Securities
                         Inc. for 1,000,000 common shares of beneficial interest
                         attached hereto as Exhibit 1.1


SIGNATURE

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



Date: June 23, 2004                        By:   /s/ Fred L. Kennon
                                              -------------------------------
                                              Fred L. Kennon
                                              Vice President, Treasurer and
                                              Chief Financial Officer