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                       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: January 31, 2006
                        (Date of earliest event reported)

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

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

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

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

                                 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:

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

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

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

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

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ITEM 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 2.03      CREATION OF A DIRECT FINANCIAL  OBLIGATION OR AN OBLIGATION UNDER
               AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

     On January 31, 2006, we amended and restated our existing  revolving credit
facility by entering  into a new  $200,000,000  revolving  credit  facility with
KeyBank  National  Association  as Agent and Lender and other  lenders  that are
parties to the  facility.  The Key Bank credit  facility is unsecured  and bears
interest at LIBOR plus 1.30% to 1.75% or the Applicable  Base Rate plus 0.00% to
0.20%.  The credit facility  matures on January 31, 2009 and may be extended for
an  additional  year at our  option.  We may  obtain  advances  under the credit
facility at the rate of 65% of the value of properties in the Borrowing Base, as
defined in the credit  agreement,  subject to maintenance  of certain  financial
covenants.

     A copy of the credit  agreement will be filed by amendment as an Exhibit to
this report.

                                    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

      Dated:  February 1, 2006            By:   /s/ Fred L. Kennon
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                                             Fred L. Kennon
                                             Vice President, Treasurer and Chief
                                             Financial Officer