Filed Pursuant to Rule 424(b)(5) to
                                                     Registration No. 333-113626



THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND
MAY BE CHANGED. THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS ARE NOT AN OFFER TO SELL THESE SECURITIES AND ARE NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.



                  SUBJECT TO COMPLETION, DATED APRIL 19, 2004



PRELIMINARY PROSPECTUS SUPPLEMENT


(TO PROSPECTUS DATED MARCH 26, 2004)

                                   (EPR LOGO)


                            2,000,000 COMMON SHARES


                         ENTERTAINMENT PROPERTIES TRUST





     We are offering 2,000,000 common shares of beneficial interest at a price
of $     per share.



     Our common shares are listed on the New York Stock Exchange under the
symbol "EPR." The last reported sale price of our common shares on April 16,
2004 was $34.70 per share.


     Our common shares are subject to certain restrictions on ownership and
transfer designed in part to preserve our qualification as a REIT for federal
income tax purposes. See "U.S. Federal Income Tax Consequences" in the
accompanying prospectus.


     INVESTING IN OUR COMMON SHARES INVOLVES CERTAIN RISKS. YOU SHOULD CAREFULLY
CONSIDER THE INFORMATION UNDER THE HEADING "RISK FACTORS" ON PAGE 3 OF THE
ACCOMPANYING PROSPECTUS AND THE RISKS DESCRIBED IN THE DOCUMENTS INCORPORATED BY
REFERENCE TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR COMMON
SHARES.


     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement is accurate or complete. Any representation to the
contrary is a criminal offense.



                                                              PER SHARE      TOTAL
                                                              ---------   -----------
                                                                    
Public offering price.......................................   $          $
Underwriting discount.......................................   $          $
Proceeds to us, before expenses.............................   $          $



     We have granted the underwriters an option to purchase an additional
300,000 common shares at the price of $     per share solely to cover
over-allotments, if any.



     We expect that the common shares will be ready for delivery by the
underwriters on or about April   , 2004.



                          Joint Book-Running Managers


JPMORGAN                                                     RBC CAPITAL MARKETS

                                 April   , 2004


     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE
HAVE NOT, AND THE UNDERWRITERS HAVE NOT, AUTHORIZED ANY OTHER PERSON TO PROVIDE
YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE ARE NOT, AND THE
UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION APPEARING
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS IS CURRENT AS OF THEIR RESPECTIVE DATES. OUR BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS OR PROSPECTS MAY HAVE CHANGED SINCE THOSE
DATES.

                               TABLE OF CONTENTS




                                        PAGE
                                        ----
                                     
           PROSPECTUS SUPPLEMENT
Incorporation of Certain Information     S-2
  by Reference........................
Forward-Looking Statements............   S-3
About EPR.............................   S-4
Recent Developments...................   S-4
The Offering..........................   S-6
Selected Financial Data...............   S-7
Use of Proceeds.......................   S-9
Capitalization........................  S-10
Price Range of Common Shares and        S-11
  Dividends...........................
Underwriting..........................  S-12
Legal Matters.........................  S-13
Experts...............................  S-13






                                        PAGE
                                        ----
                                     

                 PROSPECTUS
About This Prospectus.................     1
Where You Can Find More Information...     1
Incorporation of Certain Information       1
  By Reference........................
Forward-Looking Statements............     2
Risk Factors..........................     3
About EPR.............................    10
Properties............................    13
Use of Proceeds.......................    15
Ratio of Earnings to Fixed Charges and    16
  Preferred Share Dividends...........
U.S. Federal Income Tax                   18
  Consequences........................
Description of Securities.............    28
Plan of Distribution..................    31
Legal Opinions........................    32
Experts...............................    32



               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus supplement and the accompanying prospectus.
Any statement contained in a document which is incorporated by reference in this
prospectus supplement or the accompanying prospectus is automatically updated
and superseded if information contained in this prospectus supplement, the
accompanying prospectus, or information we later file with the SEC, modifies or
replaces that information.

     The documents listed below have been filed by EPR under the Exchange Act
(File No. 1-13561) and are incorporated by reference in this prospectus
supplement:


          1. Our annual report on Form 10-K for the year ended December 31, 2003
     and amendment No. 1 thereto filed on April 15, 2004.



          2. Our current report on Form 8-K filed on November 12, 2003 and
     amendment No. 1 thereto filed on January 12, 2004; our current report on
     Form 8-K filed on March 15, 2004 and amendment No. 1 thereto filed on March
     16, 2004 and our current report on Form 8-K filed on April 5, 2004.



          3. The description of our common shares of beneficial interest, $.01
     par value, contained in our registration statement on Form 8-A filed
     November 4, 1997, and the description of such common shares included in our
     prospectus included as a part of our registration statement on Form S-11
     (Registration No. 333-35281) in the form in which it was filed on September
     10, 1997, as amended from time to time.


                                       S-2



          4. All documents filed by us under Section 13(a), 13(c), 14 or 15(d)
     of the Exchange Act after the date of this prospectus supplement and prior
     to the termination of the offering of the securities covered by this
     prospectus supplement.


     To obtain a free copy of any of the documents incorporated by reference in
this prospectus supplement (other than exhibits, unless they are specifically
incorporated by reference in the documents) please contact us at:

    INVESTOR RELATIONS DEPARTMENT
     ENTERTAINMENT PROPERTIES TRUST
     30 W. PERSHING ROAD, SUITE 201
     KANSAS CITY, MISSOURI 64108
     (816) 472-1700/FAX (816) 472-5794
     EMAIL INFO@EPRKC.COM


     Our SEC filings are also available at our Internet website at
www.eprkc.com. The information on our website is not, and you must not consider
the information to be, a part of this prospectus supplement or the accompanying
prospectus.


     As you read these documents, you may find some differences in information
from one document to another. If you find differences between the documents and
this prospectus supplement or the accompanying prospectus, you should rely on
the statements made in the most recent document.

                           FORWARD-LOOKING STATEMENTS

     With the exception of historical information, this prospectus supplement
and the accompanying prospectus and our reports filed under the Securities
Exchange Act of 1934 ("Exchange Act") and incorporated by reference in this
prospectus supplement and the accompanying prospectus contain forward-looking
statements, such as those pertaining to the acquisition of properties, our
capital resources and our results of operations. 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 are necessarily dependent on assumptions,
data or methods that may be incorrect or imprecise. EPR's actual financial
condition, results of operations or business may vary materially from those
contemplated by these forward-looking statements and involve various risks and
uncertainties, including but not limited to the factors listed below:


     - The performance of lease terms by tenants;



     - Risk of our tenants filing for bankruptcy;



     - The concentration of leases with our single largest tenant;



     - Our continued qualification as a REIT;



     - Risks relating to real estate ownership and development;



     - Risks associated with use of leverage to acquire properties;



     - Risk of potential uninsured losses;



     - Risks involved in joint ventures;



     - Risks in leasing multi-tenant properties;



     - Risks of environmental liability;



     - Our continued ability to pay dividends at historical rates; and



     - Certain limits on change in control imposed under law and by our charter
       and bylaws.


     We urge you to review carefully the "Risk Factors" section in the
accompanying prospectus for a more complete discussion of the risks involved in
an investment in our securities. We caution you not to place undue reliance on
any forward-looking statements, which reflect our analysis only.

                                       S-3


                                   ABOUT EPR


     EPR is a self-administered REIT. Our real estate portfolio is comprised of
over $1 billion in assets and consists of 52 megaplex theatre properties
(including three joint venture properties) located in twenty states and Ontario,
Canada, six entertainment retail centers (including one joint venture property)
located in Westminster, Colorado, New Rochelle, New York and Ontario, Canada, a
water park located in Garland, Texas, and land parcels leased to restaurant and
retail operators adjacent to several of our theatre properties. Our theatre
properties are leased to prominent theatre operators, including American
Multi-Cinema, Inc. (referred to in the prospectus as AMC), Muvico Entertainment
LLC, Regal Cinemas, Consolidated Theatres, Loews Cineplex Entertainment, Rave
Motion Pictures, AmStar Cinemas LLC, Wallace Theatres and Crown Theatres.



     Approximately 67% of our megaplex theatre properties are leased to AMC as a
result of a series of sale-leaseback transactions pertaining to a number of AMC
megaplex theatres, and approximately 65% of our annual lease revenues are
derived from rental payments by AMC under these leases.


     We are the only publicly-traded REIT formed exclusively to invest in
entertainment-related properties. We believe entertainment is an important
sector of the retail real estate industry and that, as a result of our focus on
properties in this sector and the industry relationships of our management, we
have a competitive advantage in providing capital to operators of these types of
properties. Our principal business strategy is to continue acquiring
high-quality properties leased to entertainment and entertainment-related
business operators.


     Beginning with our taxable year ended December 31, 1997, we have elected to
be treated as a real estate investment trust (referred to in this prospectus as
a REIT), for U.S. federal income tax purposes. In order to maintain our status
as a REIT, we must comply with a number of requirements under federal income tax
law that are discussed under "U.S. Federal Income Tax Consequences" in the
accompanying prospectus.


     We lease our single-tenant properties to tenants on a long-term triple-net
basis that requires the tenant to assume the primary risks involved in operating
the property and to pay substantially all expenses associated with the operation
and maintenance of the property. We also own multi-tenant properties which are
managed for us by third-party management companies.

     EPR was formed on August 22, 1997 as a Maryland real estate investment
trust. We completed an initial public offering of our common shares on November
18, 1997. Our executive offices are located at 30 W. Pershing Road, Suite 201,
Kansas City, Missouri 64108. Our telephone number is (816) 472-1700.

                              RECENT DEVELOPMENTS

ACQUISITIONS


     Since January 1, 2004, we have acquired approximately $216.2 million in
rental properties, increasing our asset base by approximately 22%.



     On March 1, 2004, we acquired, through our wholly-owned subsidiaries, four
separate entertainment retail centers anchored by AMC megaplex theatres located
in Ontario, Canada. The properties are the Mississauga Entertainment Centrum
located in suburban Toronto, the Oakville Entertainment Centrum located in
suburban Toronto, the Whitby Entertainment Centrum located in suburban Toronto,
and the Kanata Centrum Walk located in suburban Ottawa. These properties contain
an aggregate of approximately 893,000 gross square feet of retail and
entertainment space. Our total aggregate acquisition cost for these properties
was approximately US$152 million, plus acquisition costs. Approximately US$27
million of the purchase price was paid in the form of an aggregate of 747,243
restricted common shares of EPR valued at US$36.25 per share. We have agreed to
file a registration statement with the Securities and Exchange Commission to
register the shares for resale by the sellers in the United States. The cash
portion of the purchase price was paid in Canadian dollars and financed through
Canadian-dollar nonrecourse fixed-rate mortgage loans provided by GMAC
Commercial Mortgage of Canada, Limited in the aggregate amount of approximately
US$97 million. For more information about the acquisition and financing of these
properties, see our current report on Form 8-K filed on March 15, 2004, as
amended by Form 8-K/A filed on March 16, 2004, incorporated by reference herein.


                                       S-4



     On March 31, 2004, we acquired three megaplex theatre properties from AMC
for an aggregate purchase price of approximately $64.2 million. See "Financings
and Lines of Credit" below. The theatres, located in Phoenix, Arizona, Mesa,
Arizona and Hamilton, New Jersey, contain an aggregate of 78 screens and have
been leased-back to AMC under long-term triple-net leases.



     We have entered into a definitive agreement to purchase an 18 screen Rave
Motion Pictures megaplex theatre constructed on real estate we currently own in
Peoria, Illinois, for approximately $11 million. We have also entered into a
definitive agreement to purchase a 16 screen Southern Theatres megaplex theatre
constructed on real estate we currently own in Lafayette, Louisiana, for a
purchase price of approximately $8.3 million. We anticipate closing on these
properties during the second quarter of 2004. Consummation of these acquisitions
is subject to a number of closing conditions, and there can be no assurance we
will acquire these properties within this time period or at all.


DIVIDEND INCREASE


     On March 17, 2004, our Board of Trustees approved a 12.5% increase in our
quarterly common share dividend to $0.5625 per share for the first quarter of
2004. The record date for the first quarter dividend was March 31, 2004. We
anticipate that the aggregate dividend paid on our common shares for 2004 will
be approximately $2.25 per share, compared to an aggregate dividend of $2.00 per
share paid in 2003.


FINANCINGS AND LINES OF CREDIT


     On February 27, 2004, we entered into a second general partnership joint
venture with Atlantic of Hamburg, Germany (referred to in this prospectus as
Atlantic). We contributed the AMC Tampa Veterans 24 theatre to the partnership
in exchange for a 20% interest in the partnership and $8.24 million in cash.
Atlantic has an 80% interest in the partnership. Commencing January 1, 2007,
Atlantic will have the right to exchange up to 10% of its interest in the
partnership annually for common shares of EPR valued at the market price or, at
our option, the cash value of those shares.



     On March 29, 2004, we entered into an amendment to our secured revolving
credit facility with Fleet National Bank, (referred to in this prospectus as the
Fleet Credit Facility), which increased the maximum amount available for
borrowing under the Fleet Credit Facility from $50 million to $150 million,
subject to compliance with the borrowing base and other covenants contained in
the Fleet Credit Facility. Fleet National Bank acted as agent for a syndicate of
lenders which includes Royal Bank of Canada and JPMorgan Chase Bank. Royal Bank
of Canada is an affiliate of RBC Capital Markets and JPMorgan Chase Bank is an
affiliate of J.P. Morgan Securities Inc., which are the underwriters of this
offering. On April 1, 2004, we used approximately $20 million in borrowings
under the Fleet Credit Facility to pay off our secured credit facility with
iStar Financial. We intend to use future borrowings under the Fleet Credit
Facility in the acquisition of properties.



     To enable us to acquire the three AMC theatre properties described above
pending their inclusion in the Fleet Credit Facility borrowing base, we obtained
on March 30, 2004 an unsecured term loan (referred to in this prospectus as the
Term Loan), in the principal amount of approximately US $64.2 million from Royal
Bank of Canada and JPMorgan Chase Bank as lenders. The Term Loan was co-arranged
by J.P. Morgan Securities Inc. and RBC Capital Markets. We are required to repay
the Term Loan in full with the proceeds of a public offering of equity
securities. We are also required to repay the Term Loan in part if the theatres
are included in the borrowing base under the Fleet Credit Facility. We may not
encumber the theatres unless and until such repayment is made. If the theatres
have not been pledged as collateral under the Fleet Credit Facility and the Term
Loan has not been repaid by May 15, 2004, Royal Bank of Canada and JPMorgan
Chase Bank will have the right to require that the theatres be pledged as
collateral for the Term Loan. We intend to repay the Term Loan in full with the
proceeds of this offering. See "Use of Proceeds."


                                       S-5


                                  THE OFFERING


COMMON SHARES OFFERED.........   2,000,000 shares



COMMON SHARES TO BE
OUTSTANDING AFTER THE
OFFERING......................   22,876,992 shares



USE OF PROCEEDS...............   To repay borrowings under the Term Loan used to
                                 finance the acquisition of three megaplex
                                 theatres, and for general corporate purposes
                                 which may include acquisitions of properties or
                                 the repayment of a portion of our borrowings
                                 under the Fleet Credit Facility. See "Use of
                                 Proceeds."


NEW YORK STOCK EXCHANGE
SYMBOL........................   EPR

     The above information regarding shares to be outstanding after the offering
excludes shares issuable upon exercise of the underwriters' over-allotment
option, shares issuable upon exercise of our outstanding options or in the form
of bonuses to or direct share purchases by our officers, and any shares issuable
in exchange for interests in joint ventures or other entities formed to acquire
properties.

                                       S-6


                            SELECTED FINANCIAL DATA


     This table includes selected historical financial data of EPR. You should
read carefully the consolidated financial statements and schedule, and
management's discussion and analysis of financial condition and results of
operations, included in EPR's annual report on Form 10-K for the year ended
December 31, 2003. The selected financial data in this table are not intended to
replace the consolidated financial statements and schedule included in our
annual report on Form 10-K for the year ended December 31, 2003, which is
incorporated by reference herein. Figures are in thousands except per share
data. The following table does not give effect to this offering or the
acquisition activities, related incurrence of debt and other events that are
described in more detail under "Recent Developments." For certain financial
information regarding recent acquisitions, see our current report on Form 8-K
filed on November 12, 2003 as amended by amendment No. 1 thereto filed on
January 12, 2004 and our current report on Form 8-K filed on March 15, 2004, as
amended by amendment No. 1 thereto filed on March 16, 2004.


OPERATING DATA




                                                           YEARS ENDED DECEMBER 31
                                               -----------------------------------------------
                                                2003      2002      2001      2000      1999
                                               -------   -------   -------   -------   -------
                                                                        
Total revenue................................  $91,160   $71,610   $54,667   $53,287   $48,319
Property operating expense...................      698       201        --        --        --
General and administrative expense...........    3,859     2,293     2,507     1,850     2,179
Interest expense.............................   30,570    24,475    20,334    18,909    13,278
Depreciation and amortization expense........   16,359    12,862    10,209    10,184     9,609
Amortization of share based compensation.....      926     1,048       240       276       373
                                               -------   -------   -------   -------   -------
Income before minority interest, income from
  joint venture and gain on sale of real
  estate.....................................   38,748    30,731    21,377    22,068    22,880
                                               -------   -------   -------   -------   -------
Gain on sale of real estate..................       --       202        --        --        --
Minority interest............................   (1,555)   (1,195)       --        --        --
Equity in income from joint ventures.........      401     1,421     2,203     2,104       333
Preferred dividend requirements..............   (5,463)   (3,225)       --        --        --
                                               -------   -------   -------   -------   -------
Net income available to common
  shareholders...............................   32,131    27,934    23,580    24,172    23,213
                                               =======   =======   =======   =======   =======
Net income per common share:
  Basic......................................  $  1.81   $  1.66   $  1.60   $  1.63   $  1.60
  Diluted....................................     1.77      1.64      1.60      1.63      1.60
                                               -------   -------   -------   -------   -------
Weighted average number of common shares
  outstanding
  Basic......................................   17,780    16,791    14,715    14,786    14,516
  Diluted....................................   19,051    17,762    14,783    14,810    14,552
                                               -------   -------   -------   -------   -------
Cash dividends declared per common share.....  $  2.00   $  1.90   $  1.80   $  1.76   $  1.68



                                       S-7


BALANCE SHEET DATA



                                                           AS OF DECEMBER 31
                                          ----------------------------------------------------
                                            2003       2002       2001       2000       1999
                                          --------   --------   --------   --------   --------
                                                                       
Net real estate investments.............  $900,096   $692,922   $530,280   $472,795   $478,706
Total assets............................   965,918    730,387    583,351    513,534    516,291
Common dividends payable................     9,829      8,162      6,659      6,479      6,273
Preferred dividends payable.............     1,366      1,366         --         --         --
Long-term debt..........................   506,555    346,617    314,766    244,547    238,737
Total liabilities.......................   521,509    361,834    325,223    252,915    249,904
Minority interest.......................    21,630     15,375         --         --         --
Shareholders' equity....................   422,779    353,178    258,128    260,619    266,387


                                       S-8


                                USE OF PROCEEDS


     The net proceeds to us from the sale of the 2,000,000 common shares are
expected to be approximately $          ($          if the underwriters exercise
their over-allotment option in full), after deducting the underwriting discount
and commissions and our offering expenses. We intend to use the net proceeds to
repay borrowings under the Term Loan of approximately $64.2 million and the
remainder for general corporate purposes which may include acquisitions of
properties or the repayment of a portion of outstanding indebtedness under the
Fleet Credit Facility.



     The interest rate on the Term Loan is equal to the Applicable Base Rate
plus 2.00% from the closing date of the Term Loan to 45 days after the closing
date and 2.50% from day 46 through the maturity date. The Term Loan matures on
June 30, 2004. J.P. Morgan Securities Inc. and RBC Capital Markets, the
underwriters of this offering, acted as co-arrangers for the Term Loan. In
addition, JPMorgan Chase Bank and Royal Bank of Canada, affiliates of the
underwriters, are the lenders under the Term Loan and will receive a substantial
portion of the net proceeds from this offering as a result of the repayment of
the Term Loan. For additional information regarding the Term Loan, see "Recent
Developments -- Financings and Lines of Credit."



     The Fleet Credit Facility bears interest at LIBOR plus 1.75% -- 2.50% or
the Applicable Base Rate plus 0.25%-1.00%, depending on our leverage ratio at
the time of each advance. The Fleet Credit Facility matures on March 29, 2007,
and may be extended for an additional year at our option. JPMorgan Chase Bank
and Royal Bank of Canada are lenders under the Fleet Credit Facility. For
additional information regarding the Fleet Credit Facility, see "Recent
Developments -- Financings and Lines of Credit."


     Pending application of net proceeds, we expect to invest net proceeds in
interest-bearing accounts and short-term interest-bearing securities which are
consistent with our qualification as a REIT.

                                       S-9


                                 CAPITALIZATION


     The following table describes our actual capitalization as of December 31,
2003, and as adjusted to reflect (i) our acquisition of the four Canadian
properties on March 1, 2004, (ii) our acquisition of the three AMC properties on
March 31, 2004, (iii) the repayment of approximately $20 million of indebtedness
to iStar Financial with proceeds borrowed under the Fleet Credit Facility, and
(iv) the issuance and sale of the 2,000,000 common shares offered by this
prospectus supplement and the application of the net proceeds to repay
approximately $64.2 million in indebtedness under the Term Loan (assuming no
exercise of the underwriters' over allotment option). This information should be
read in conjunction with, and is qualified in its entirety by, the consolidated
financial statements and schedules and notes thereto included in our annual
report on Form 10-K for the year ended December 31, 2003 incorporated by
reference in this prospectus supplement.





                                                                DECEMBER 31, 2003
                                                              ----------------------
                                                               ACTUAL    AS ADJUSTED
                                                              --------   -----------
                                                              (DOLLARS IN THOUSANDS)
                                                                   
Long term debt(1)...........................................  $506,555   $
Minority interest...........................................    21,630
Shareholders' equity
Common shares, $0.01 par value, 50,000,000 shares
  authorized; shares issued 20,129,749 actual and         ,
  as adjusted...............................................       201
Preferred shares, $0.01 par value, 5,000,000 shares
  authorized, 2,300,000 shares issued.......................        23
Additional paid-in capital..................................   454,195
Treasury shares, at cost, 472,200 shares....................    (6,533)
Loans to shareholders.......................................    (3,525)
Non-vested shares...........................................    (1,625)
Distributions in excess of net income.......................   (19,957)
                                                              --------   ----------
Total shareholders' equity..................................   422,779
                                                              --------   ----------
TOTAL CAPITALIZATION........................................  $950,964   $
                                                              ========   ==========



---------------


(1) At April 13, 2004, our outstanding debt, including the Term Loan, was $
    million.


                                       S-10


                   PRICE RANGE OF COMMON SHARES AND DIVIDENDS

     The following table shows the high and low sale prices for our common
shares for the periods indicated as reported by the New York Stock Exchange and
the dividends per common share paid by us with respect to each such period.




                                                             HIGH     LOW     DIVIDENDS
                                                            ------   ------   ---------
                                                                     
2002
First Quarter.............................................  $22.65   $18.90    $0.475
Second Quarter............................................  $24.70   $22.00    $0.475
Third Quarter.............................................  $24.76   $18.60    $0.475
Fourth Quarter............................................  $24.70   $19.85    $0.475
2003
First Quarter.............................................  $27.30   $23.20    $ 0.50
Second Quarter............................................  $28.75   $26.65    $ 0.50
Third Quarter.............................................  $32.71   $28.22    $ 0.50
Fourth Quarter............................................  $35.79   $30.70    $ 0.50
2004
First Quarter.............................................  $40.91   $33.71    $ 0.56
Second Quarter (through April 16, 2004)...................  $41.55   $33.35    $   --




     On April 16, 2004, the last reported sale price of our common shares was
$34.70 per share.



     We expect to pay dividends to our common and preferred shareholders on or
about the 15th day of each January, April, July and October. We paid quarterly
dividends to common shareholders aggregating $1.90 per common share in 2002 and
$2.00 per common share in 2003. On March 17, 2004, we declared a dividend of
$0.5625 per share for the first quarter of 2004 payable on April 15, 2004.
Investors in the common shares offered by this prospectus supplement will not
receive that dividend payment. Dividends are paid at the discretion of our Board
of Trustees and will depend on our Funds from Operations ("FFO," see "Risk
Factors -- Our secured debt covenants may restrict our ability to pay dividends
and interest on debt securities" in the accompanying prospectus and our annual
report on Form 10-K for the year ended December 31, 2003 incorporated by
reference herein for a description of FFO), our financial condition, capital
requirements, the annual distribution requirements under the REIT provisions of
the Internal Revenue Code of 1986, as amended and such other factors as the
Board of Trustees deems relevant. There can be no assurance we will continue to
pay dividends in the future, or that our future common share dividend rate will
equal or exceed our historical dividend rate. Our Series A Preferred Shares have
a fixed annual dividend rate of 9.5%.


     We have adopted a dividend reinvestment and direct share purchase plan
under which our shareholders may elect to automatically reinvest their dividends
in our common shares. To fulfill our obligations under this plan, we may from
time to time issue additional common shares, or the plan administrator may
purchase common shares in the open market.

                                       S-11


                                  UNDERWRITING


     Subject to the terms and conditions set forth in an underwriting agreement
between J.P. Morgan Securities Inc. and RBC Capital Markets Corporation, as
underwriters, and us, we have agreed to sell to the underwriters, and the
underwriters have agreed to purchase from us, 2,000,000 common shares (excluding
the over allotment) at a purchase price equal to the public offering price set
forth on the cover of this prospectus supplement. The underwriters may sell
shares to securities dealers at a discount of up to $     per share from the
public offering price. Any such securities dealers may resell shares to certain
other brokers or dealers at a discount of up to $     . The number of shares to
be purchased by each underwriter is as follows:





                                                              NUMBER OF
UNDERWRITER                                                    SHARES
-----------                                                   ---------
                                                           
J.P. Morgan Securities Inc..................................  1,000,000
RBC Capital Markets Corporation.............................  1,000,000
                                                              ---------
Total.......................................................  2,000,000
                                                              =========



     We have agreed to indemnify the underwriters and their controlling persons
against certain liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribute to payments the underwriters may be required
to make in respect of those liabilities.

     According to the terms of the underwriting agreement, the underwriters will
either purchase all of the shares or none of them.

     The underwriters are offering the shares, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of legal matters by
their counsel, including the validity of the shares, and other conditions
contained in the underwriting agreement, such as the receipt by the underwriters
of officers' certificates and legal opinions. The underwriters reserve the right
to withdraw, cancel or modify offers to the public and to reject orders in whole
or in part.

COMMISSIONS AND DISCOUNTS

     The underwriters have advised us that they propose initially to offer the
shares to the public at the initial public offering price on the cover page of
this prospectus supplement. After the initial public offering, the public
offering price and other selling terms may be changed and commissions may be
charged.

     The following table shows the initial public offering price, underwriting
discount and proceeds before expenses to us. The information assumes either no
exercise or full exercise by the underwriters of their over-allotment option.




                                                     PER SHARE   NO EXERCISE   FULL EXERCISE
                                                     ---------   -----------   -------------
                                                                      
Initial price......................................   $            $              $
Underwriting discount..............................   $            $              $
Proceeds to us, before expenses....................   $            $              $




     The underwriters have advised us that they may make short sales of our
common shares in connection with this offering, resulting in the sale by the
underwriters of a greater number of shares than they are required to purchase
pursuant to the underwriting agreement. The short position resulting from those
short sales will be deemed a "covered" short position to the extent that it does
not exceed           shares subject to the underwriters' over-allotment option
and will be deemed a "naked" short position to the extent that it exceeds that
number. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the trading price of the
common shares in the open market that could adversely affect investors who
purchase shares in this offering. The underwriters may reduce or close out their
covered short position either by exercising the over-allotment option or by
purchasing shares in the open market. In determining which of these alternatives
to pursue, the underwriters will consider the price at which shares are
available for purchase in the open market as compared to the price at which they
may purchase shares through the over-allotment option. Any "naked" short
position will be closed out by purchasing shares in the open market. Similar


                                       S-12


to the other stabilizing transactions described below, open market purchases
made by the underwriters to cover all or a portion of their short position may
have the effect of preventing or retarding a decline in the market price of our
common shares following this offering. As a result, our common shares may trade
at a price that is higher than the price that otherwise might prevail in the
open market.


     We estimate that the total expenses of this offering payable by us,
excluding underwriting discounts and commissions, will be approximately
$200,000.



     It is expected that delivery of the shares will be made to investors on or
about April   , 2004.


OVER-ALLOTMENT OPTION


     If the underwriters sell more shares than the total number shown above, the
underwriters have the option to buy up to an additional 300,000 common shares
from us to cover such sales. The underwriters may exercise this option for 30
days from the date of this prospectus supplement.


NO SALES OF SIMILAR SECURITIES


     We and our executive officers have agreed, with exceptions, not to offer,
sell, contract to sell or otherwise dispose of any common shares or securities
substantially similar to our common shares, including, but not limited to, any
securities that are convertible into or exchangeable for, or that represent the
right to receive, common shares or any such substantially similar securities,
for a period of 90 days after the date of this prospectus supplement without
first obtaining the written consent of the underwriters. The underwriters have
granted David M. Brain, President and Chief Executive Officer, Fred L. Kennon,
our Vice President, Treasurer and Chief Financial Officer, and Gregory K.
Silvers, our Vice President, Secretary, General Counsel and Chief Development
Officer, an exemption to sell, during the 90-day lock-up period, shares under
any Rule 10b5-1 plans which may be adopted by those officers.


OTHER RELATIONSHIPS


     Certain of the underwriters and their affiliates have from time to time in
the past provided, and may from time to time in the future provide, investment
banking and term and revolving loan financing and banking services to us and our
affiliates in the ordinary course of business for which they have in the past
received, and may in the future receive, customary fees. Royal Bank of Canada
and JPMorgan Chase Bank are lenders under both our Term Loan and the Fleet
Credit Facility and will receive a substantial portion of the net offering
proceeds as a result of our application of net proceeds to repay the
indebtedness under our Term Loan. In addition, J.P. Morgan Securities and RBC
Capital Markets acted as co-arrangers of the Term Loan for which they received
customary fees.


                                 LEGAL MATTERS

     Sonnenschein Nath & Rosenthal LLP has issued an opinion regarding the
validity of the common shares offered by this prospectus supplement. In
addition, the discussion in "U.S. Federal Income Tax Consequences" in the
accompanying prospectus is based on the tax opinion of Sonnenschein Nath &
Rosenthal LLP. Certain legal matters in connection with this offering will be
passed upon for the underwriters by Clifford Chance US LLP.

                                    EXPERTS

     The consolidated financial statements and schedules of Entertainment
Properties Trust as of and for the years ended December 31, 2003 and 2002, have
been incorporated by reference in this prospectus supplement and the
accompanying prospectus and in the registration statement in reliance upon the
report of KPMG LLP, independent accountants, incorporated by reference herein
and upon the authority of that firm as experts in accounting and auditing.

                                       S-13



     Ernst & Young LLP, independent auditors, have audited our consolidated
statements of income, changes in shareholders' equity and cash flows for the
year ended December 31, 2001 included in our annual report on Form 10-K for the
year ended December 31, 2003, as set forth in their report, which is
incorporated by reference in this prospectus supplement and accompanying
prospectus and elsewhere in the registration statement. These financial
statements for the year ended December 31, 2001 are incorporated by reference in
reliance on Ernst & Young LLP's report, given on their authority as experts in
accounting and auditing.


     The statement of revenues and certain expenses of New Roc Associates, L.P.
for the year ended December 31, 2002, appearing in our current report on Form
8-K/A, filed on January 12, 2004, was audited by BDO Seidman, LLP, independent
auditors, as stated in their report appearing therein, and have been
incorporated by reference in this prospectus supplement and accompanying
prospectus in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

     The statements of revenues and certain expenses of Courtney Square Limited
Partnership, Oakville Centrum Limited Partnership, Whitby Centrum Limited
Partnership and Kanata Centrum Limited Partnership, respectively, for the year
ended December 31, 2003, appearing in our current report on Form 8-K, filed on
March 15, 2004, were audited by BDO Dunwoody LLP, independent auditors, as
stated in their report appearing therein, and have been incorporated by
reference in this prospectus supplement and the accompanying prospectus in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

                                       S-14


PROSPECTUS

                                  $400,000,000

                         ENTERTAINMENT PROPERTIES TRUST

                        COMMON SHARES, PREFERRED SHARES,
                          WARRANTS AND DEBT SECURITIES

     Entertainment Properties Trust is a self-administered real estate
investment trust formed to invest in entertainment-related properties. As of
March 1, 2004, EPR's real estate portfolio was comprised of 49 megaplex movie
theatre properties (including three joint venture properties) located in
eighteen states and Ontario, Canada, six entertainment retail centers (including
one joint venture property) located in Westminster, Colorado, New Rochelle, New
York and Ontario, Canada, a water park located in Garland, Texas, and land
parcels leased to restaurant and retail operators adjacent to several of our
theatre properties.

     To preserve our qualification as a real estate investment trust for U.S.
federal income tax purposes and for other purposes, we impose restrictions on
ownership of our common and preferred shares. See "Description of Securities"
and "U.S. Federal Income Tax Consequences" in this prospectus.

     Through this prospectus, we may periodically offer common shares of
beneficial interest, preferred shares of beneficial interest, warrants or debt
securities. The maximum aggregate initial public offering price of the
securities we may offer through this prospectus will be $400,000,000.

     The securities may be sold directly or through agents, underwriters or
dealers. If any agent or underwriter is involved in selling the securities, its
name, the applicable purchase price, fee, commission or discount arrangement,
and the net proceeds to us from the sale of the securities will be described in
a prospectus supplement. See "Plan of Distribution."

     Our common shares and 9.50% Series A Cumulative Redeemable Preferred Shares
("Series A Preferred Shares") are traded on the New York Stock Exchange under
the ticker symbols EPR and EPR PrA, respectively. The last reported sales price
of our common shares on March 12, 2004 was $39.45 per share.

     We have paid regular quarterly dividends to our common and preferred
shareholders. See "About EPR" and "Description of Securities."


     INVESTING IN THESE SECURITIES INVOLVES CERTAIN RISKS. SEE THE "RISK
FACTORS" BEGINNING ON PAGE 3.


     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is March 26, 2004.


                               TABLE OF CONTENTS




                                                              PAGE
                                                              ----
                                                           
About This Prospectus.......................................    1
Where You Can Find More Information.........................    1
Incorporation of Certain Information By Reference...........    1
Forward-Looking Statements..................................    2
Risk Factors................................................    3
About EPR...................................................   10
Properties..................................................   13
Use of Proceeds.............................................   15
Ratio of Earnings to Fixed Charges and Preferred Share
  Dividends.................................................   16
U.S. Federal Income Tax Consequences........................   18
Description of Securities...................................   28
Plan of Distribution........................................   31
Legal Opinions..............................................   32
Experts.....................................................   32



                                        i


                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement (No. 333-113626) that
we filed with the Securities and Exchange Commission ("SEC") using a "shelf
registration" process. Under this shelf process, Entertainment Properties Trust
("we," "EPR" or the "Company") may sell any combination of the securities
described in this prospectus in one or more offerings up to a maximum aggregate
offering amount of $400,000,000.

     This prospectus provides you with a general description of the securities
we may offer. Each time we offer and sell securities, we will provide a
prospectus supplement that contains specific information about the terms of the
offering and the securities offered. The prospectus supplement may also update
or change information provided in this prospectus. You should read both this
prospectus and the applicable prospectus supplement and the other information
described in "Where You Can Find More Information" and "Incorporation of Certain
Information by Reference" prior to investing. We may only use this prospectus to
sell securities if it is accompanied by a prospectus supplement.

                      WHERE YOU CAN FIND MORE INFORMATION

     As a public company with securities listed on the New York Stock Exchange
("NYSE"), we must comply with the Securities Exchange Act of 1934 ("Exchange
Act"). This requires that we file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, proxy statements or other information we file at the SEC's Public
Reference Rooms at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549 and at the SEC's regional offices at 233 Broadway, New
York, New York 10279 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further
information. Copies of these materials may be obtained by mail from the Public
Reference Rooms of the SEC. You may also access our SEC filings at the SEC's
Internet website at www.sec.gov. You can inspect reports and other information
we file at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.

     We have filed a registration statement which includes this prospectus plus
related exhibits with the SEC under the Securities Act of 1933 (the "Securities
Act"). The registration statement contains additional information about EPR and
the securities. You may view the registration statement and exhibits on file at
the SEC's website. You may also inspect the registration statement and exhibits
without charge at the SEC's offices at 450 Fifth Street, N.W., Washington, D.C.
20549, and you may obtain copies from the SEC at prescribed rates.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus. Any statement contained in a document which
is incorporated by reference in this prospectus is automatically updated and
superseded if information contained in this prospectus, or information we later
file with the SEC, modifies or replaces that information.

     The documents listed below have been filed by EPR under the Exchange Act
(File No. 1-13561) and are incorporated by reference in this prospectus:

          1. EPR's annual report on Form 10-K for the year ended December 31,
     2003.

          2. EPR's current report on Form 8-K/A dated October 27, 2003 and filed
     on January 12, 2004, amending EPR's current report on Form 8-K, dated
     October 27, 2003 and filed on November 12, 2003, and EPR's current report
     on Form 8-K, dated March 1, 2004 and filed on March 15, 2004, as amended by
     EPR's current report on Form 8-K/A, dated March 1, 2004 and filed on March
     16, 2004.

          3. The description of EPR's common shares of beneficial interest, $.01
     par value, contained in EPR's registration statement on Form 8-A filed
     November 4, 1997, and the description of such common shares included in
     EPR's prospectus included as a part of EPR's registration statement on Form
     S-11 (Registration No. 333-35281) in the form in which it was filed on
     September 10, 1997, as amended from time to time.

                                        1


          4. All documents filed by EPR under Section 13(a), 14 or 15(d) of the
     Exchange Act after the date of this prospectus (excluding any information
     furnished pursuant to Item 9 or Item 12 in any current report on Form 8-K)
     and prior to the termination of the offering of the securities covered by
     this prospectus. In addition, all documents filed by us pursuant to Section
     13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information
     furnished pursuant to Item 9 or Item 12 in any current report on Form 8-K)
     after the date of the initial registration statement and prior to
     effectiveness of the registration statement shall be deemed to be
     incorporated by reference into this prospectus and to be a part hereof from
     the date of filing of such document.

     To obtain a free copy of any of the documents incorporated by reference in
this prospectus (other than exhibits, unless they are specifically incorporated
by reference in the documents) please contact us at:

    INVESTOR RELATIONS DEPARTMENT
     ENTERTAINMENT PROPERTIES TRUST
     30 W. PERSHING ROAD, SUITE 201
     KANSAS CITY, MISSOURI 64108
     (816) 472-1700/1-888-EPR-REIT/FAX (816) 472-5794
    EMAIL INFO@EPRKC.COM

     Our SEC filings are also available from our Internet website at
www.eprkc.com.

     As you read these documents, you may find some differences in information
from one document to another. If you find differences between the documents and
this prospectus, you should rely on the statements made in the most recent
document.

     You should rely only on the information contained in this prospectus or
incorporated by reference. We have not authorized anyone to provide you with
information that is different. We may only use this prospectus to sell
securities if it is accompanied by a prospectus supplement describing those
securities. We are only offering the securities in states where the offer is
permitted. You should not assume the information in this prospectus or the
applicable prospectus supplement is accurate as of any date other than the date
on the front of these documents.

                           FORWARD-LOOKING STATEMENTS

     With the exception of historical information, this prospectus and our
reports filed under the Exchange Act and incorporated by reference in this
prospectus contain forward-looking statements, such as those pertaining to the
acquisition and leasing of properties, our capital resources and our results of
operations. 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 are
necessarily dependent on assumptions, data or methods that may be incorrect or
imprecise. Our actual financial condition, results of operations or business may
vary materially from those contemplated by these forward-looking statements and
involve various uncertainties, including but not limited to the factors
described below under "Risk Factors." We caution you not to place undue reliance
on any forward-looking statements, which reflect our analysis only.

                                        2


                                  RISK FACTORS

     Before you invest in our securities, you should be aware that purchasing
our securities involves various risks, including those described below. You
should carefully consider these risk factors, together with the other
information in this prospectus and accompanying prospectus supplement, before
purchasing our securities.

RISKS THAT MAY IMPACT OUR FINANCIAL CONDITION OR PERFORMANCE

  WE COULD BE ADVERSELY AFFECTED BY A TENANT'S BANKRUPTCY

     If a tenant becomes bankrupt or insolvent, that could diminish the income
we expect from that tenant's leases. We may not be able to evict a tenant solely
because of its bankruptcy. On the other hand, a bankruptcy court might authorize
the tenant to terminate its leases with us. If that happens, our claim against
the bankrupt tenant for unpaid future rent would be subject to statutory
limitations that might be substantially less than the remaining rent owed under
the leases. In addition, any claim we have for unpaid past rent would likely not
be paid in full.

     The development of megaplex movie theatres has rendered many older
multiplex theatres obsolete. To the extent our tenants own a substantial number
of multiplexes, they have been, or may in the future be, required to take
significant charges against earnings resulting from the impairment of those
assets. Megaplex theatre operators have also been and may in the future be
adversely affected by any overbuilding of megaplex theatres in their markets and
the cost of financing, building and leasing megaplex theatres. Two of our
tenants, Edwards Theatre Circuits, Inc. (now part of Regal Entertainment Group),
which operates two of our theatres, and Loews Cineplex Entertainment, which
operates two of our theatres, have filed for, and emerged from, bankruptcy
reorganization. We did not incur any significant expenses or loss of revenue as
a result of those bankruptcy reorganizations.

  OPERATING RISKS IN THE ENTERTAINMENT INDUSTRY MAY AFFECT THE ABILITY OF OUR
  TENANTS TO PERFORM UNDER THEIR LEASES

     The ability of our tenants to operate successfully in the entertainment
industry and remain current on their lease obligations depends on a number of
factors, including the availability and popularity of motion pictures, the
performance of those pictures in tenants' markets, the allocation of popular
pictures to tenants and the terms on which the pictures are licensed. Neither we
nor our tenants control the operations of motion picture distributors. Megaplex
theatres represent a greater capital investment, and generate higher rents, than
the previous generation of multiplex theatres. For this reason, the ability of
our tenants to operate profitably and perform under their leases could be
dependent on their ability to generate higher revenues per screen than multiplex
theatres typically produce.

     The success of "out-of-home" entertainment venues such as megaplex theatres
and entertainment retail centers also depends on general economic conditions and
the willingness of consumers to spend time and money on out-of-home
entertainment.

  A SINGLE TENANT REPRESENTS A SUBSTANTIAL PORTION OF OUR LEASE REVENUES

     As of March 1, 2004, approximately 65% of our megaplex theatre properties
were leased to American Multi-Cinema, Inc. ("AMC"), a subsidiary of AMC
Entertainment, Inc. ("AMCE") and one of the nation's largest movie exhibition
companies. AMCE has guaranteed AMC's performance under the leases. We have
diversified and expect to continue to diversify our real estate portfolio by
entering into lease transactions with a number of other leading theatre
operators and acquiring other types of entertainment-related properties.
Nevertheless, our revenues and our continuing ability to pay shareholder
dividends and interest on any debt securities we may offer are currently
substantially dependent on AMC's performance under its leases and AMCE's
performance under its guaranty.

     It is also possible, although not verifiable, that some theatre operators
may be reluctant to lease from us because of our strong relationship with AMC.
We believe AMC occupies a strong position in the industry and we intend to
continue acquiring and leasing back AMC theatres. However, if for any reason AMC
failed to perform

                                        3


under its lease obligations and AMCE did not perform under its guaranty, we
could be required to reduce or suspend our shareholder dividends and any debt
security interest payments, and may not have sufficient funds to support
operations, until substitute tenants are obtained. If that happened, we cannot
predict when or whether we could obtain substitute quality tenants on acceptable
terms.

  THERE IS RISK IN USING DEBT TO FUND PROPERTY ACQUISITIONS

     We have used leverage to acquire properties and expect to continue to do so
in the future. Although the use of leverage is common in the real estate
industry, our use of debt to acquire properties does expose us to some risks. If
a significant number of our tenants fail to make their lease payments and we
don't have sufficient cash to pay principal and interest on the debt, we could
default on our debt obligations. Our debt financing is secured by mortgages on
our properties. If we fail to make our mortgage payments, the lenders could
declare a default and foreclose on those properties.

  A PORTION OF OUR SECURED DEBT HAS "HYPER-AMORTIZATION" PROVISIONS WHICH MAY
  REQUIRE US TO REFINANCE THE DEBT OR SELL THE PROPERTIES SECURING THE DEBT
  PRIOR TO MATURITY

     As of December 31, 2003, we had approximately $98.1 million outstanding
under a single secured mortgage loan agreement that contains a
"hyper-amortization" feature, in which the principal payment schedule is rapidly
accelerated, and our principal payments are substantially increased, if we fail
to pay the balance on the anticipated prepayment date of July 11, 2008. We
undertook this debt on the assumption that we can refinance the debt prior to
the hyper-amortization payments becoming due. If we cannot obtain acceptable
refinancing at the appropriate time, the hyper-amortization payments will
require substantially all of the revenues from those properties securing the
debt to be applied to the debt repayment, which would substantially reduce our
common share dividend rate and could adversely affect our financial condition
and liquidity.

  WE MUST OBTAIN NEW FINANCING IN ORDER TO GROW

     As a REIT, we are required to distribute at least 90% of our net income to
shareholders in the form of dividends. This means we are limited in our ability
to use internal capital to acquire properties and must continually raise new
capital in order to continue to grow and diversify our real estate portfolio.
Our ability to raise new capital depends in part on factors beyond our control,
including conditions in equity and credit markets, conditions in the cinema
exhibition industry and the performance of real estate investment trusts
generally. We continually consider and evaluate a variety of potential
transactions to raise additional capital, but we cannot assure that attractive
alternatives will always be available to us, nor that our common share price
will increase or remain at a level that will permit us to continue to raise
equity capital privately or publicly.

  IF WE FAIL TO QUALIFY AS A REIT WE WOULD BE TAXED AS A CORPORATION, WHICH
  WOULD SUBSTANTIALLY REDUCE FUNDS AVAILABLE FOR PAYMENT OF DIVIDENDS TO OUR
  SHAREHOLDERS

     If we fail to qualify as a REIT for U.S. federal income tax purposes, we
will be taxed as a corporation. We are organized and believe we qualify as a
REIT, and intend to operate in a manner that will allow us to continue to
qualify as a REIT. However, we cannot assure you that we will remain qualified
in the future. This is because qualification as a REIT involves the application
of highly technical and complex provisions of the Internal Revenue Code on which
there are only limited judicial and administrative interpretations, and depends
on facts and circumstances not entirely within our control. In addition, future
legislation, new regulations, administrative interpretations or court decisions
may significantly change the tax laws, the application of the tax laws to our
qualification as a REIT or the U.S. federal income tax consequences of that
qualification.

     If we fail to qualify as a REIT we will face tax consequences that will
substantially reduce the funds available for payment of dividends:

     - We would not be allowed a deduction for dividends paid to shareholders in
       computing our taxable income and would be subject to U.S. federal income
       tax at regular corporate rates

                                        4


     - We could be subject to the U.S. federal alternative minimum tax and
       possibly increased state and local taxes

     - Unless we are entitled to relief under statutory provisions, we could not
       elect to be treated as a REIT for four taxable years following the year
       in which we were disqualified

     In addition, if we fail to qualify as a REIT, we will no longer be required
to pay dividends on our common shares. As a result of these factors, our failure
to qualify as a REIT could adversely affect the market price for our shares.

  OUR DEVELOPMENT FINANCING ARRANGEMENTS EXPOSE US TO FUNDING AND PURCHASE RISKS

     Our ability to meet our construction financing obligations which we may
enter into from time to time depends on our ability to obtain equity or debt
financing in the required amounts. There is no assurance we can obtain this
financing at rates which will lock-in a spread between our cost of capital and
the rent payable under the leases to be entered into upon completion of
construction. We will be obligated to purchase and lease-back the theatres that
are subject to these arrangements at predetermined rates.

RISKS THAT APPLY TO OUR REAL ESTATE BUSINESS

  THERE ARE RISKS ASSOCIATED WITH OWNING AND LEASING REAL ESTATE

     Although the terms of our single-tenant leases obligate the tenants to bear
substantially all of the costs of operating the properties, investing in real
estate involves a number of risks, including:

     - The risk that tenants will not perform under their leases, reducing our
       income from the leases or requiring us to assume the cost of performing
       obligations (such as taxes, insurance and maintenance) that are the
       tenant's responsibility under a net lease

     - The risk that changes in economic conditions or real estate markets may
       adversely affect the value of our properties

     - The risk that local conditions (such as oversupply of megaplex theatres
       or other entertainment-related properties) could adversely affect the
       value of our properties

     - We may not always be able to lease properties at favorable rates

     - We may not always be able to sell a property when we desire to do so at a
       favorable price

     - Changes in tax, zoning or other laws could make properties less
       attractive or less profitable

     If a tenant fails to perform on its lease covenants, that would not excuse
us from meeting any mortgage debt obligation secured by the property and could
require us to fund reserves in favor of our mortgage lenders, thereby reducing
funds available for payment of dividends on our shares and interest payments on
any debt securities we may offer. We cannot be assured that tenants will elect
to renew their leases when the terms expire. If a tenant does not renew its
lease or if a tenant defaults on its lease obligations, there is no assurance we
could obtain a substitute tenant on acceptable terms. If we cannot obtain
another quality movie exhibitor to lease a megaplex theatre property, we may be
required to modify the property for a different use, which may involve a
significant capital expenditure and a delay in re-leasing the property.

  SOME POTENTIAL LOSSES ARE NOT COVERED BY INSURANCE

     Our net leases require the tenants to carry comprehensive liability,
casualty, workers' compensation, extended coverage and rental loss insurance on
our properties. We believe the required coverage is of the type, and amount,
customarily obtained by an owner of similar properties. We believe all of our
properties are adequately insured. However, there are some types of losses, such
as catastrophic acts of nature, for which we or our tenants cannot obtain
insurance at an acceptable cost. If there is an uninsured loss or a loss in
excess of insurance limits, we could lose both the revenues generated by the
affected property and the capital we have invested in the property. We would,
however, remain obligated to repay any mortgage indebtedness or other

                                        5


obligations related to the property. Since September 11, 2001, the cost of
insurance protection against terrorist acts has risen dramatically. There can be
no assurance our tenants will be able to obtain terrorism coverage, or that any
coverage they do obtain will adequately protect our properties against loss from
terrorist attacks.

  THERE ARE RISKS INVOLVED IN JOINT VENTURE INVESTMENTS

     We may continue to acquire or develop properties in joint ventures with
third parties when those transactions appear desirable. We would not own the
entire interest in any property acquired by a joint venture. Significant
decisions with respect to the ownership, leasing, management or disposition of a
joint venture property may require the consent of the joint venture partner. If
we have a dispute with a joint venture partner, we may feel it necessary or
become obligated to acquire the partner's interest in the venture. However, we
cannot assure you that the price we would have to pay or the timing of the
acquisition would be favorable to us. If we own less than a 50% interest in a
joint venture, or if the joint venture is jointly controlled, the assets and
financial results of the joint venture may not be reportable by us on a
consolidated basis, and the liabilities of the joint venture may not be included
within the liabilities reported on our consolidated balance sheet. To the extent
we owe commitments to, or are dependent on, any such "off-balance sheet"
arrangements, or if those arrangements or their properties or leases are subject
to material contingencies, our liquidity, financial condition and operating
results could be adversely affected by those commitments to off-balance sheet
arrangements.

  OUR MULTI-TENANT PROPERTIES EXPOSE US TO ADDITIONAL RISKS

     Our entertainment retail centers in Westminster, Colorado, New Rochelle,
New York and Ontario, Canada and similar properties we may seek to acquire or
develop in the future involve risks not typically encountered in the purchase
and lease-back of megaplex theatres which are operated by a single tenant. The
ownership or development of multi-tenant retail centers exposes us to the risk
that a sufficient number of suitable tenants may not be found to enable the
center to operate profitably and provide a return to us. Retail centers are also
subject to tenant turnover and fluctuations in occupancy rates, which could
affect our operating results. Multi-tenant retail centers also expose us to the
risk of potential "CAM slippage," which may occur if common area maintenance
fees paid by tenants are exceeded by the actual cost of taxes, insurance and
maintenance at the property.

  FAILURE TO COMPLY WITH THE AMERICANS WITH DISABILITIES ACT AND OTHER LAWS
  COULD RESULT IN SUBSTANTIAL COSTS

     The operators of our U.S. properties must comply with the Americans with
Disabilities Act ("ADA"). The ADA requires that public accommodations reasonably
accommodate individuals with disabilities and that new construction or
alterations be made to commercial facilities to conform to accessibility
guidelines. Failure to comply with the ADA can result in injunctions, fines,
damage awards to private parties and additional capital expenditures to remedy
noncompliance. Our U.S. leases require the tenants to comply with the ADA.

     The operators of our properties are also subject to various other federal,
state or provincial and local regulatory requirements. We believe the properties
are in material compliance with all applicable regulatory requirements. However,
we do not know whether existing requirements will change or whether compliance
with future requirements will involve significant unanticipated expenditures.
Although these expenditures would be the responsibility of our tenants, if
tenants fail to perform these obligations, we may be required to do so.

  POTENTIAL LIABILITY FOR ENVIRONMENTAL CONTAMINATION COULD RESULT IN
  SUBSTANTIAL COSTS

     Under federal, state and local environmental laws, we may be required to
investigate and clean up any release of hazardous or toxic substances or
petroleum products at our properties, regardless of our knowledge or actual
responsibility, simply because of our current or past ownership of the real
estate. If unidentified environmental problems arise, we may have to make
substantial payments, which could adversely affect our cash flow and our ability
to make distributions to our shareholders. This is so because:

     - As owner we may have to pay for property damage and for investigation and
       clean-up costs incurred in connection with the contamination

                                        6


     - The law may impose clean-up responsibility and liability regardless of
       whether the owner or operator knew of or caused the contamination

     - Even if more than one person is responsible for the contamination, each
       person who shares legal liability under environmental laws may be held
       responsible for all of the clean-up costs

     - Governmental entities and third parties may sue the owner or operator of
       a contaminated site for damages and costs

     These costs could be substantial and in extreme cases could exceed the
value of the contaminated property. The presence of hazardous substances or
petroleum products or the failure to properly remediate contamination may
adversely affect our ability to borrow against, sell or lease an affected
property. In addition, some environmental laws create liens on contaminated
sites in favor of the government for damages and costs it incurs in connection
with a contamination.

     Most of our loan agreements require the Company or a subsidiary to
indemnify the lender against environmental liabilities. Our leases require the
tenants to operate the properties in compliance with environmental laws and to
indemnify us against environmental liability arising from the operation of the
properties. We believe all of our properties are in material compliance with
environmental laws. However, we could be subject to strict liability under
environmental laws because we own the properties. There is also a risk that
tenants may not satisfy their environmental compliance and indemnification
obligations under the leases. Any of these events could substantially increase
our cost of operations, require us to fund environmental indemnities in favor of
our secured lenders and reduce our ability to service our debt and pay dividends
to shareholders.

  REAL ESTATE INVESTMENTS ARE RELATIVELY NON-LIQUID

     We may desire to sell a property in the future because of changes in market
conditions or poor tenant performance or to avail ourselves of other
opportunities. We may also be required to sell a property in the future to meet
obligations or avoid a loan default. Specialty real estate projects such as
megaplex theatres cannot always be sold quickly, and we cannot assure you that
we could always obtain a favorable price. We may be required to invest in the
restoration or modification of a property before we can sell it.

RISKS THAT MAY AFFECT THE MARKET PRICE OF OUR SECURITIES

  WE CANNOT ASSURE YOU WE WILL CONTINUE PAYING DIVIDENDS AT HISTORICAL RATES

     Our ability to continue paying dividends on our common shares at historical
rates or to increase our common share dividend rate, and our ability to pay
preferred share dividends and interest on any debt securities we may offer, will
depend on a number of factors, including our financial condition and results of
future operations, the performance of lease terms by tenants, provisions in our
secured loan covenants, and our ability to acquire, finance and lease additional
properties at attractive rates. If we do not maintain or increase our common
share dividend rate, that could have an adverse effect on the market price of
our common shares and other securities. Our Series A Preferred Shares have a
fixed dividend rate which does not increase with any increases in the dividend
rate on our common shares. Conversely, payment of dividends on our common shares
may be subject to payment in full of the dividends on preferred shares and
payment of interest on any debt securities we may offer.

  MARKET INTEREST RATES MAY HAVE AN EFFECT ON THE VALUE OF OUR SECURITIES

     One of the factors that investors may consider in deciding whether to buy
or sell our securities is our dividend rate as a percentage of our share price,
relative to market interest rates. If market interest rates increase,
prospective investors may desire a higher dividend or interest rate on our
securities or seek securities paying higher dividends or interest.

                                        7


  MARKET PRICES FOR OUR SECURITIES MAY BE AFFECTED BY PERCEPTIONS ABOUT THE
  FINANCIAL HEALTH OR SHARE VALUE OF OUR TENANTS OR THE PERFORMANCE OF REIT
  STOCKS GENERALLY.

     To the extent any of our tenants or other movie exhibitors report losses or
slower earnings growth, take charges against earnings resulting from the
obsolescence of multiplex theatres or enter bankruptcy proceedings, the market
price for our securities could be adversely affected. The market price for our
securities could also be affected by any weakness in movie exhibitor stocks
generally. We believe these trends had an adverse impact on our common share
price in 2000 and 2001.

  LIMITS ON CHANGES IN CONTROL MAY DISCOURAGE TAKEOVER ATTEMPTS WHICH MAY BE
  BENEFICIAL TO OUR SHAREHOLDERS

     There are a number of provisions in our Declaration of Trust, Maryland law
and agreements we have with others which could make it more difficult for a
party to make a tender offer for our common shares or complete a takeover of EPR
which is not approved by our Board of Trustees. These include:

     - A staggered Board of Trustees that can be increased in number without
       shareholder approval

     - A limit on beneficial ownership of our shares, which acts as a defense
       against a hostile takeover or acquisition of a significant or controlling
       interest, in addition to preserving our REIT status

     - The ability of the Board of Trustees to issue preferred shares, including
       any preferred shares offered by this prospectus, and to reclassify
       preferred or common shares, without shareholder approval

     - Limits on the ability of shareholders to remove trustees without cause

     - Requirements for advance notice of shareholder proposals at annual
       shareholder meetings

     - Provisions of Maryland law restricting business combinations and control
       share acquisitions not approved by the Board of Trustees

     - Provisions of Maryland law protecting corporations (and by extension
       REITs) against unsolicited takeovers by limiting the duties of the
       trustees in unsolicited takeover situations

     - Provisions of Maryland law providing that the trustees are not subject to
       any higher duty or greater scrutiny than that applied to any other
       director under Maryland law in transactions relating to the acquisition
       or potential acquisition of control

     - Provisions of Maryland law creating a statutory presumption that an act
       of the trustees satisfies the applicable standards of conduct for
       directors under Maryland law

     - Provisions in secured loan or joint venture agreements putting EPR in
       default upon a change in control

     - Provisions of employment agreements with our officers calling for
       forgiveness of share purchase loans upon a hostile change in control

     Any or all of these provisions could delay or prevent a change in control
of EPR, even if the change was in our shareholders' interest or offered a
greater return to our shareholders.

  THE JOBS AND GROWTH TAX RELIEF RECONCILIATION ACT OF 2003 MAY ADVERSELY AFFECT
  THE VALUE OF OUR SHARES

     On May 28, 2003, the President signed the Jobs and Growth Tax Relief and
Reconciliation Act of 2003 into law, which provides favorable income tax rates
for certain corporate dividends received by individuals through December 31,
2008. Under this new law, REIT dividends are generally not eligible for the
preferential rates applicable to dividends unless the dividends are attributable
to income that has been subject to corporate-level tax or are attributable to
certain other dividends received by us. As a result, substantially all of the
dividends paid on our shares are not expected to qualify for such lower rates.
This new law could cause stock in non-REIT corporations to be more attractive to
investors than stock in REITs, which may negatively affect the value of, and the
market for, our shares.

                                        8


  THE MARKET PRICE FOR OUR COMMON SHARES COULD BE ADVERSELY AFFECTED BY ANY
  PREFERRED SHARES, WARRANTS OR DEBT SECURITIES WE MAY OFFER.

     If we offer any additional preferred shares or any warrants or debt
securities on terms which are not deemed accretive to our common shareholders,
that may adversely affect the market price for our common shares. In addition,
the issuance of warrants may create a significant market "overhang" which could
be dilutive to our common shareholders and adversely affect our common share
price.

RISKS OF OWNING PREFERRED SHARES, WARRANTS OR DEBT SECURITIES

  THERE MAY NOT BE A MARKET FOR OUR PREFERRED SHARES, WARRANTS OR DEBT
  SECURITIES.

     We may or may not apply to list any additional preferred shares or any
warrants or debt securities we may offer for trading on the New York Stock
Exchange. Only our common shares and Series A Preferred Shares are publicly
traded at the current time. We cannot assure you there will be a public market
for any additional preferred shares or any warrants or debt securities we may
offer in the future.

  HOLDERS OF OUR PREFERRED SHARES MAY HAVE NO VOTING RIGHTS WITH RESPECT TO
  THOSE SHARES

     Our Series A Preferred Shares are non-voting, except in certain limited
circumstances, and we anticipate that any additional preferred shares we may
offer in the future may also be non-voting. For this reason, holders of
preferred shares may have no voice in the election of trustees or any other
matters submitted to a vote of our common shareholders.

  ANY PREFERRED SHARES OR DEBT SECURITIES MAY NOT BE CONVERTIBLE INTO OR
  EXCHANGEABLE FOR COMMON SHARES.

     We may offer additional preferred shares or debt securities which are not
convertible into or exchangeable for common shares. If there is no market for
any such preferred shares or debt securities, the holders of those securities
may not have the right to exchange them for a security for which there is a
market.

  IF YOU PURCHASE DEBT SECURITIES, YOU WILL BE AN UNSECURED CREDITOR BEHIND THE
  HOLDERS OF OUR SENIOR DEBT.

     Any debt securities we may offer will be unsecured obligations of the
Company and will be junior in payment to all existing and future mortgage
indebtedness of the Company. The holders of any debt securities may have no
access to our assets if we default in payment of any interest or principal under
the debt securities. All of our existing senior debt is secured by mortgages on
our properties, and we anticipate that any additional senior debt we may obtain
in the future would also be secured by mortgages. If we liquidate, dissolve or
enter bankruptcy proceedings, the holders of our senior secured debt would be
entitled to be paid before the holders of any of our debt securities.

  OUR SECURED DEBT COVENANTS MAY RESTRICT OUR ABILITY TO PAY DIVIDENDS AND
  INTEREST ON DEBT SECURITIES.

     Our existing secured debt covenants limit our common share dividend rate to
90% of Funds from Operations ("FFO"). (FFO, a non-GAAP financial measure, is
defined as net income (computed in accordance with GAAP), excluding gains and
losses from sales of depreciable operating properties, plus depreciation and
amortization, and after adjustments for unconsolidated joint ventures and other
affiliates. See our annual report on Form 10-K for the year ended December 31,
2003 for a reconciliation of FFO to GAAP Net Income Available to Common
Shareholders.) Our secured loan covenants may also restrict us from paying
interest on debt securities until principal and interest under the secured loans
are paid or provided for.

  WARRANTS MAY NOT BE "IN THE MONEY" AFTER THEY ARE ISSUED.

     Purchasers of any warrants we may issue will be subject to the risk that
our common share price may decrease below the exercise price of the warrants,
which would make it uneconomical to exercise the warrants and thus adversely
affect the value of the warrants.

                                        9


                                   ABOUT EPR

BUSINESS

     EPR was formed on August 22, 1997 as a Maryland real estate investment
trust ("REIT") to capitalize on opportunities created by the development of
destination entertainment and entertainment-related properties, including
megaplex movie theatre complexes. We completed an initial public offering of our
common shares on November 18, 1997. We are the only publicly-traded REIT formed
exclusively to invest in entertainment-related properties.

     EPR is a self-administered REIT. As of March 1, 2004, our real estate
portfolio was comprised of 49 megaplex theatre properties (including three joint
venture properties) located in eighteen states and Ontario, Canada, six
entertainment retail centers (including one joint venture property) located in
Westminster, Colorado, New Rochelle, New York and Ontario, Canada, a water park
located in Garland, Texas, and land parcels leased to restaurant and retail
operators adjacent to several of our theatre properties. Our theatre properties
are leased to prominent theatre operators, including AMC, Muvico Entertainment
LLC ("Muvico"), Regal Cinemas ("Regal"), Consolidated Theatres ("Consolidated"),
Loews Cineplex Entertainment ("Loews"), Rave Motion Pictures ("Rave"), AmStar
Cinemas LLC ("AmStar"), Wallace Theatres ("Wallace") and Crown Theatres
("Crown").

     As of March 1, 2004, approximately 65% of our megaplex theatre properties
were leased to AMC as a result of a series of sale-leaseback transactions
pertaining to a number of AMC megaplex theatres, and approximately 63% of our
annual lease revenues were derived from rental payments by AMC under these
leases.

     We aggregate the financial information of all our properties into one
reportable segment because the properties all have similar economic
characteristics and provide similar services to similar types and classes of
customers.

     Megaplex theatres typically have at least 14 screens with stadium-style
seating (seating with elevation between rows to provide unobstructed viewing)
and are equipped with amenities that significantly enhance the audio and visual
experience of the patron. We believe the development of megaplex theatres has
accelerated the obsolescence of many previously existing movie theatres by
setting new standards for moviegoers, who, in our experience, have demonstrated
their preference for the more attractive surroundings, wider variety of films
and superior customer service typical of megaplex theatres (see "Operating risks
in the entertainment industry may affect the ability of our tenants to perform
under their leases" and "Market prices for our securities may be affected by
perceptions about the financial health or share value of our tenants or the
performance of REIT stocks generally" under "Risk Factors").

     We expect the development of megaplex theatres to continue in the United
States and abroad for the foreseeable future. With the development of the
stadium style megaplex theatre as the preeminent store format for cinema
exhibition, the older generation of flat-floor theatres has generally
experienced a significant downturn in attendance and performance. As a result of
the significant capital commitment involved in building new megaplex theatre
properties and the experience and industry relationships of our management, we
believe we will continue to have opportunities to provide capital to businesses
that seek to develop and operate these properties but would prefer to lease
rather than own the properties in order to minimize the impact of real estate
ownership on their financial statements. We believe our ability to finance these
properties will enable us to continue to grow and diversify our asset base.

RECENT DEVELOPMENTS

     On October 27, 2003, we acquired the controlling interest in a limited
partnership joint venture that owns a 447,000 square foot multi-tenant retail
and entertainment complex in New Rochelle, New York called New Roc City. The
complex is anchored by an 18-screen Regal Cinemas megaplex theatre and IMAX
theatre. Our total acquisition cost was approximately $95 million, consisting of
approximately $25 million in cash and approximately $70 million in senior
mortgage indebtedness secured by the property. For additional information about
the transaction, see our current report on Form 8-K filed with the SEC on
November 12, 2003, as amended on January 12, 2004, incorporated by reference
herein.

                                        10


     On March 1, 2004, we acquired three entertainment retail centers in
metropolitan Toronto, Canada and one entertainment retail center in Ottawa,
Canada with an aggregate value of approximately US$152 million. The centers
contain an aggregate of approximately 893,000 square feet of retail and
entertainment space and are each anchored by an AMC megaplex theatre. A portion
of the purchase price was paid in the form of 747,243 restricted common shares
of EPR with an aggregate value of approximately US$27 million (based on an
agreed value of US$36.25 per share). We intend to file a registration statement
with the SEC to register the shares for resale by the sellers of the properties.
For additional information about the acquisitions, see our current report on
Form 8-K filed with the SEC on March 15, 2004 incorporated by reference herein.

BUSINESS OBJECTIVES AND STRATEGIES

     Our primary business objective is to continue enhancing shareholder value
by achieving predictable and increasing FFO per share through the acquisition of
high-quality properties leased to leading entertainment and
entertainment-related business operators. We intend to achieve this objective by
continuing to execute the Growth Strategies, Operating Strategies and
Capitalization Strategies described below.

GROWTH STRATEGIES

  FUTURE PROPERTIES

     We intend to continue pursuing acquisitions of high-quality
entertainment-related properties from operators with a strong market presence.
As a part of our growth strategy, we will consider entering into additional
joint ventures with other developers or investors in real estate, developing
additional megaplex theatre properties and developing or acquiring additional
multi-tenant, entertainment retail centers and single-tenant, out-of-home,
location-based entertainment and entertainment-related properties.

OPERATING STRATEGIES

  LEASE RISK MINIMIZATION

     To avoid initial lease-up risks and produce a predictable income stream, we
typically acquire single-tenant properties that are leased under long-term
leases. We believe our willingness to make long-term investments in properties
offers tenants financial flexibility and allows tenants to allocate capital to
their core businesses. Although we will continue to emphasize single-tenant
properties, we have acquired and may continue to acquire multi-tenant properties
that we believe add value to our shareholders.

  Lease Structure

     We typically structure leases on a triple-net basis under which the tenants
bear the principal portion of the financial and operational responsibility for
the properties. During each lease term and any renewal periods, the leases
typically provide for periodic increases in rent and/or percentage rent based
upon a percentage of the tenant's gross sales over a pre-determined level. In
our multi-tenant property leases and some of our theatre leases, we require the
tenant to pay a common area maintenance charge to defray its pro rata share of
insurance, taxes and common area maintenance costs.

  TENANT RELATIONSHIPS

     We intend to continue developing and maintaining long-term working
relationships with theatre, retail, restaurant and other entertainment-related
business operators and developers by providing capital for multiple properties
on a national or regional basis, thereby enhancing efficiency and value to those
operators and to the Company.

  PORTFOLIO DIVERSIFICATION

     We will endeavor to further diversify our asset base by property type,
geographic location and tenant. In pursuing this diversification strategy, we
will target theatre, restaurant, retail and other entertainment-related

                                        11


business operators which management views as leaders in their market segments
and which have the financial strength to compete effectively and perform under
their leases with us.

CAPITALIZATION STRATEGIES

  USE OF LEVERAGE; DEBT TO TOTAL CAPITALIZATION

     We seek to enhance shareholder return through the use of leverage (see
"Risk Factors -- "There is risk in using debt to fund property acquisitions").
In addition, we have issued and may in the future issue additional equity as
circumstances warrant and opportunities to do so become available. We expect to
maintain a debt to total capitalization ratio (defined as total debt of the
Company as a percentage of shareholders' equity plus total debt) of
approximately 50% to 55%.

  JOINT VENTURES

     We will examine and pursue additional potential joint venture opportunities
with institutional investors or developers if they are considered to add value
to our shareholders. We may employ higher leverage in joint ventures (see "Risk
Factors -- There are risks involved in joint venture investments").

  PAYMENT OF REGULAR DISTRIBUTIONS

     We have paid and expect to continue paying quarterly dividend distributions
to our common and preferred shareholders. Our Series A Preferred Shares have a
fixed dividend rate of 9.5%. Among the factors the Board of Trustees considers
in setting our common share dividend rate are the applicable REIT rules and
regulations that apply to distributions, our results of operations, including
FFO per share, and our Cash Available for Distribution (defined as net cash flow
available for distribution after payment of operating expenses, debt service,
and other obligations). We expect to periodically increase distributions on our
common shares as FFO and Cash Available for Distribution increase and as other
considerations and factors warrant (see "Risk Factors -- We cannot assure you we
will continue paying dividends at historical rates").

                                        12


                                   PROPERTIES

     The following table lists, as of March 1, 2004, the Company's properties,
their locations, acquisition dates, number of theatre screens, number of seats,
gross square footage, and the tenant. Except as otherwise noted, all of the real
estate investments listed below are owned or ground leased directly by the
Company.



                                                         ACQUISITION                          BUILDING
PROPERTY                                  LOCATION          DATE       SCREENS    SEATS    (GROSS SQ. FT)        TENANT
--------                              -----------------  -----------   -------   -------   --------------   ----------------
                                                                                          
MEGAPLEX THEATRE PROPERTIES
Grand 24(3).........................  Dallas, TX               11/97        24     5,067           98,175   AMC
Mission Valley 20(1)(3).............  San Diego, CA            11/97        20     4,361           84,352   AMC
Promenade 16(3).....................  Los Angeles, CA          11/97        16     2,860          129,822   AMC
Ontario Mills 30(3).................  Los Angeles, CA          11/97        30     5,469          131,534   AMC
Lennox 24(1)(3).....................  Columbus, OH             11/97        24     4,412           98,261   AMC
West Olive 16(3)....................  St. Louis, MO            11/97        16     2,817           60,418   AMC
Studio 30(3)........................  Houston, TX              11/97        30     6,032          136,154   AMC
Huebner Oaks 24(3)..................  San Antonio, TX          11/97        24     4,400           96,004   AMC
First Colony 24(1)(6)...............  Houston, TX              11/97        24     5,098          107,690   AMC
Oakview 24(1)(6)(10)................  Omaha, NE                11/97        24     5,098          107,402   AMC
Leawood Town Center 20(6)...........  Kansas City, MO          11/97        20     2,995           75,224   AMC
Gulf Pointe 30(2)(6)................  Houston, TX               2/98        30     6,008          130,891   AMC
South Barrington 30(6)..............  Chicago, IL               3/98        30     6,210          130,891   AMC
Cantera 30(2)(5)....................  Chicago, IL               3/98        30     6,210          130,757   AMC
Mesquite 30(2)(6)...................  Dallas, TX                4/98        30     6,008          130,891   AMC
Hampton Town Center 24(6)...........  Norfolk, VA               6/98        24     5,098          107,396   AMC
Raleigh Grande Cinema 16(4).........  Raleigh, NC               8/98        16     2,596           51,450   Consolidated
Pompano 18(4).......................  Pompano Beach, FL         8/98        18     3,424           73,637   Muvico
Paradise 24(6)......................  Davie, FL                11/98        24     4,180           96,497   Muvico
Boise Stadium(1)(4).................  Boise, ID                12/98        20     4,734          140,300   Edwards
Aliso Viejo 20(6)...................  Los Angeles, CA          12/98        20     4,352           98,557   Edwards
Westminster 24(7)...................  Westminster, CO           6/99        24     4,812          107,000   AMC
Woodridge 18(2)(10).................  Woodridge, IL             6/99        18     4,405           80,600   Loews
Starlight 20(10)....................  Tampa, FL                 6/99        20     3,928           83,000   Muvico
Palm Promenade 24(10)...............  San Diego, CA             1/00        24     4,577           88,610   AMC
Crossroads 20(10)...................  Raleigh, NC               1/00        20     3,936           77,475   Consolidated
Elmwood Palace 20(10)...............  New Orleans, LA           3/02        20     4,357           90,391   AMC
Clearview Palace 12(10).............  New Orleans, LA           3/02        12     2,479           70,000   AMC
Hammond Palace 10(10)...............  New Orleans, LA           3/02        10     1,531           39,850   AMC
Houma Palace 10(10).................  New Orleans, LA           3/02        10     1,871           44,450   AMC
WestBank Palace 16(10)..............  New Orleans, LA           3/02        16     3,176           71,607   AMC
Olathe Station 30(10)...............  Kansas City, MO           6/02        30     4,200          125,000   AMC
Forum 30(10)........................  Detroit, MI               6/02        30     5,041          131,000   AMC
Cherrydale 16(10)...................  Greenville, SC            6/02        16     2,744           51,450   Consolidated
Livonia 20(10)......................  Detroit, MI               8/02        20     3,808           78,000   AMC
Hoffman Town Centre 22(10)..........  Alexandria, VA           10/02        22     4,150          132,903   AMC
Colonel Glenn 18(8).................  Little Rock, AR          12/02        18     4,122           79,330   Rave
AmStar Cinema 16(12)................  Macon, GA                 3/03        16     2,950           66,660   AmStar
Star Southfield 20..................  Detroit, MI               5/03        20     7,000          110,000   Loews
Southwind 12(12)....................  Lawrence, KS              6/03        12     2,481           42,497   Wallace
Veterans 24(9)......................  Tampa, FL                 6/03        24     4,580           94,774   AMC
Columbiana Grande 14(12)............  Columbia, SC              9/03        14     2,952           55,400   Consolidated
New Roc City 18 and IMAX(11)........  New Rochelle, NY         10/03        18     3,240           99,127   Regal
Harbour View Grand 16(12)...........  Suffolk, VA              11/03        16     3,098           61,500   Consolidated
The Grand 18(12)(13)................  Hialeah, FL              12/03        18     4,012           77,400   Crown
Mississauga 16(14)..................  Toronto, ON               3/04        16     3,856           91,000   AMC
Oakville 24(14).....................  Toronto, ON               3/04        24     4,772           95,000   AMC


                                        13




                                                         ACQUISITION                          BUILDING
PROPERTY                                  LOCATION          DATE       SCREENS    SEATS    (GROSS SQ. FT)        TENANT
--------                              -----------------  -----------   -------   -------   --------------   ----------------
                                                                                          
Whitby 24(14).......................  Toronto, ON               3/04        24     4,688           91,000   AMC
Kanata 24(14).......................  Ottawa, ON                3/04        24     4,764           89,290   AMC
                                                                       -------   -------   --------------
SUBTOTAL............................                                     1,031   207,528        4,499,362
                                                                       -------   -------   --------------
RETAIL, RESTAURANT AND OTHER
  PROPERTIES
Westminster Promenade(8)............  Westminster, CO          10/98        --        --          140,000   Multi-Tenant
Pompano Kmart(8)....................  Pompano Beach, FL        11/98        --        --           80,540   Kmart
Pompano Restaurant(8)...............  Pompano Beach, FL        11/98        --        --            5,600   Nickels
On-The-Border(8)....................  Dallas, TX                1/99        --        --            6,580   Brinkers
Texas Roadhouse(8)..................  Dallas, TX                1/99        --        --            6,000   TX Roadhouse
Bennigan's(8).......................  Houston, TX               5/00        --        --            6,575   S & A
Bennigan's(8).......................  Dallas, TX                5/00        --        --            6,575   S & A
Texas Land & Cattle(8)..............  Houston, TX               5/00        --        --            6,600   Tx.C.C., Inc.
Roadhouse Grill(8)..................  Atlanta, GA               8/00        --        --            6,850   Roadhouse Grill
Johnnie Carino's....................  Dallas, TX                3/03        --        --            6,200   Kona Rest. Group
Star Southfield Center..............  Detroit, MI               5/03        --        --           51,964   Multi-Tenant
Hawaiian Falls Adventure Water
  Park..............................  Garland, TX               5/03        --        --                    Horizon
Cherrydale Shops....................  Greenville, SC            6/03        --        --           10,000   Multi-Tenant
New Roc City(11)....................  New Rochelle, NY         10/03        --        --          447,000   Multi-Tenant
Harbor View Station(12).............  Suffolk, VA              11/03        --        --           21,855   Multi-Tenant
Whitby Entertainment Centrum(14)....  Toronto, ON               3/04        --        --          222,000   Multi-Tenant
Oakville Entertainment
  Centrum(14).......................  Toronto, ON               3/04        --        --          305,900   Multi-Tenant
Mississauga Entertainment
  Centrum(14).......................  Toronto, ON               3/04        --        --          285,000   Multi-Tenant
Kanata Entertainment Centrum(14)....  Ottawa, ON                3/04        --        --          780,000   Multi-Tenant
                                                                       -------   -------   --------------
  SUBTOTAL..........................                                                            2,395,239
                                                                       -------   -------   --------------
  TOTAL.............................                                     1,031   207,528        6,894,601
                                                                       =======   =======   ==============


---------------

 (1) Third party ground leased property. Although the Company is the tenant
     under the ground leases and has assumed responsibility for performing the
     obligations thereunder, pursuant to the theatre leases, the theatre tenants
     are responsible for performing the Company's obligations under the ground
     leases.

 (2) In addition to the theatre property itself, the Company has acquired land
     parcels adjacent to the theatre property, which the Company has or intends
     to ground lease or sell to restaurant or other entertainment themed
     operators.

 (3) Property is included as security for a $105 million mortgage facility.

 (4) Property is included as security for a $20 million mortgage facility.

 (5) Property is included in the Atlantic-EPR I joint venture.

 (6) Property is included as security for a $125 million mortgage facility.

 (7) Property is included as security for a $17 million mortgage.

 (8) Property is included as security for a $75 million mortgage facility.

 (9) Property is included as security for a $14.7 million mortgage facility.

(10) Property is included as security for $155.5 million in commercial mortgage
     pass-through certificates.

(11) Property is included in a joint venture and as security for a $66 million
     mortgage facility and a $4 million credit facility.

(12) Property is included as security for a $50 million mortgage facility.

(13) We own the ground on which the theatre is constructed and have entered into
     a ground lease with the theatre operator.

(14) Property is included as security for a $97 million mortgage facility.

                                        14


OFFICE LOCATION

     Our executive office is located in Kansas City, Missouri and is leased from
a third party landlord. The office occupies approximately 10,960 square feet
with annual rentals of $192,000. The lease expires in December 2009.

TENANTS AND LEASES

     As of March 1, 2004, our existing megaplex theatre leases provided for
aggregate annual rentals of approximately $95.7 million (on a consolidated
basis, excluding two unconsolidated joint venture properties), or an average
annual rental of approximately $2 million per property. The leases are typically
triple-net leases that require the tenant to pay substantially all expenses
associated with the operation of the properties, including taxes, other
governmental charges, insurance, utilities, service, maintenance and any ground
lease payments. As of March 1, 2004, our existing retail and other leases
provided for aggregate annual rentals of approximately $16.8 million (on a
consolidated basis, including joint venture properties), or an average annual
rental of approximately $148,600 per property.

                                USE OF PROCEEDS

     Unless otherwise indicated in the applicable prospectus supplement, EPR
intends to use the net proceeds from any sale of common shares, preferred
shares, warrants or debt securities for general corporate purposes, including
the acquisition of properties and/or repayment of debt. Further details relating
to the use of net proceeds of any specific offering will be described in the
applicable prospectus supplement.

                                        15


                     RATIO OF EARNINGS TO FIXED CHARGES AND
                           PREFERRED SHARE DIVIDENDS

     The following table describes the ratios of earnings to fixed charges and
preferred share dividends of EPR.

     For the purpose of calculating the ratios:

     Earnings are computed by adding

     - pretax income from continuing operations before adjustment for income
       from unconsolidated joint venture(s), plus

     - fixed charges, plus

     - amortization of capitalized interest, plus

     - distributed income from unconsolidated joint venture(s), and subtracting

     - interest capitalized

     Fixed charges include

     - interest on all debt, expensed and capitalized

     - amortized premiums, discounts and capitalized expenses related to
       indebtedness

     - an estimate of the interest component of rental expense

     For purposes of calculating the ratio of earnings to combined fixed charges
and preferred share dividends, preferred share dividends include the amount of
pre-tax earnings required to pay the dividends on any outstanding preferred
shares.



                                                            YEARS ENDED DECEMBER 31
                                                        --------------------------------
                                                        1999   2000   2001   2002   2003
                                                        ----   ----   ----   ----   ----
                                                                     
Ratio of earnings to fixed charges and preferred share
  dividends...........................................  2.6    2.2    2.0    1.9    1.8


                                        16


     The following computations were made in preparing this table:



                                                           YEARS ENDED DECEMBER 31
                                               -----------------------------------------------
                                                1999      2000      2001      2002      2003
                                               -------   -------   -------   -------   -------
                                                                        
FIXED CHARGES
Net interest expense.........................  $13,278   $18,909   $20,334   $24,475   $30,570
Add: preference security dividend in
  consolidated subsidiary....................       --        --        --     1,195     1,555
                                                                                            --
Add: interest income.........................      160       247       268       705       891
Add: capitalized interest....................      476       664       881       961       832
Add: preferred dividends.....................       --        --        --     3,225     5,463
                                               -------   -------   -------   -------   -------
TOTAL FIXED CHARGES..........................  $13,914   $19,820   $21,483   $30,561   $39,311
                                               =======   =======   =======   =======   =======
EARNINGS
Pretax income before minority interest and
  joint venture income.......................  $22,880   $22,068   $21,377   $30,933   $38,748
Add: fixed charges...........................   13,914    19,820    21,483    30,561    39,311
Add: cash distributions from joint venture...      411     1,442     1,848     1,735       486
Subtract: capitalized interest...............     (476)     (664)     (881)     (961)     (832)
Subtract: preference security dividend in
  consolidated subsidiary....................       --        --        --    (1,195)   (1,555)
Subtract: preferred dividends................       --        --        --    (3,225)   (5,463)
                                               -------   -------   -------   -------   -------
TOTAL EARNINGS...............................  $36,729   $42,666   $43,827   $57,848   $70,695
                                               =======   =======   =======   =======   =======


                                        17


                      U.S. FEDERAL INCOME TAX CONSEQUENCES

     The following summary of certain material U.S. federal income tax
consequences is based on current law and does not address all aspects of
taxation that may be relevant to particular shareholders in light of their
personal investment or tax circumstances, or to certain types of shareholders
(including insurance companies, financial institutions and broker-dealers)
subject to special treatment under U.S. federal income tax laws.

     YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE SPECIFIC TAX
CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND SALE OF SHARES.

     We believe we have operated in a manner that permits EPR to satisfy the
requirements for qualification and taxation as a REIT under the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"). We
intend to continue to satisfy those requirements. No assurance can be given,
however, that these requirements will be met.

     The provisions of the Code and the Treasury Regulations thereunder relating
to qualification and operation as a REIT are highly technical and complex. The
following describes certain material aspects of the laws that govern the U.S.
federal income tax treatment of a REIT and its shareholders. This summary is
qualified in its entirety by the applicable Code provisions, rules and Treasury
Regulations thereunder, and administrative and judicial interpretations thereof.

     In the opinion of Sonnenschein Nath & Rosenthal LLP, the Company is
organized in conformity with the requirements for qualification as a REIT for
U.S. federal income tax purposes, and its current method of operation has
enabled and will continue to enable it to meet the requirements for
qualification and taxation as a REIT under the Code. It must be emphasized that
this opinion is based solely on information and representations made by our
management. Moreover, our qualification and taxation as a REIT depend upon our
ability to meet, through actual annual operating results, distribution levels
and diversity of share ownership, and various qualification tests imposed under
the Code discussed below, the results of which will not be reviewed by
Sonnenschein Nath & Rosenthal LLP. Accordingly, no assurance can be given by
counsel or the Company that the actual results of our operations for any
particular taxable year will satisfy these requirements (see "Failure to
Qualify"). Sonnenschein Nath & Rosenthal LLP will not review our compliance with
these tests, and has not undertaken to update its opinion subsequent to the date
of this prospectus.

     In brief, if certain detailed conditions imposed by the REIT provisions of
the Code are satisfied, entities such as EPR that invest primarily in real
estate and that otherwise would be treated for U.S. federal income tax purposes
as corporations are generally not taxed at the corporate level on their "REIT
Taxable Income" (generally the REIT's taxable income adjusted for, among other
things, the disallowance of the dividends-received deduction generally available
to corporations) that is currently distributed to shareholders. This treatment
substantially eliminates the "double taxation" (i.e., taxation at both the
corporate and shareholder levels) that generally results from investing in
corporations.

     If EPR fails to qualify as a REIT in any year, we will be subject to U.S.
federal income tax as if we were a domestic corporation, and our shareholders
will be taxed in the same manner as shareholders of ordinary corporations. In
this event, EPR could be subject to potentially significant tax liabilities and
the amount of cash available for distribution to our shareholders could be
reduced.

TAXATION OF THE COMPANY

  GENERAL

     In any year in which EPR qualifies as a REIT, in general, we will not be
subject to U.S. federal income tax on that portion of our net income that we
distribute to shareholders. However, EPR will be subject to U.S. federal income
tax in these regards: (1) EPR will be taxed at regular corporate rates on any
undistributed REIT Taxable Income, including undistributed net capital gains
(however, a REIT can elect to "pass through" any of its taxes paid on its
undistributed net capital gain to its shareholders on a pro rata basis), (2)
under certain circumstances, EPR may be subject to the "alternative minimum tax"
on any items of tax preference, (3) if EPR has: (i) net income from the sale or
other disposition of "foreclosure property" which is held primarily for sale to
customers

                                        18


in the ordinary course of business; or (ii) other nonqualifying income from
foreclosure property, we will be subject to tax at the highest corporate rate on
such income, (4) if EPR has net income from "prohibited transactions" (which
are, in general, certain sales or other dispositions of property held primarily
for sale to customers in the ordinary course of business other than (i)
foreclosure property, and (ii) property held for at least four years, meeting
certain additional requirements), such income will be subject to a 100% tax, (5)
if EPR fails to satisfy the 75% gross income test or a 90% gross income
threshold (as discussed below), and has nonetheless maintained its qualification
as a REIT because certain other requirements have been met, we will be subject
to a 100% tax on an amount equal to (a) the gross income attributable to the
greater of the amount by which EPR fails the 75% gross income test or the 95%
gross income test, multiplied by (b) a fraction intended to reflect EPR's
profitability, (6) if EPR fails to distribute during each calendar year at least
the sum of: (i) 85% of our ordinary income for that year; (ii) 95% of our
capital gain net income for that year; and (iii) any undistributed taxable
income from prior periods, EPR would be subject to a 4% excise tax on the excess
of such required distribution over the amounts actually distributed, (7) if EPR
acquires any asset from a C corporation (generally, a corporation subject to
full corporate-level tax) in a transaction in which the basis of the asset in
EPR's hands is determined by reference to the basis of the asset (or any other
property) in the hands of the C corporation and no election is made for any
gains on such transaction to be taxed currently, and EPR recognizes gain on the
disposition of such asset during the 10-year period beginning on the date on
which that asset was acquired by EPR, then, to the extent of any built-in gain
at the time of acquisition, such gain will be subject to tax at the highest
regular corporate rate, (8) if EPR has certain redetermined rents, deductions
and excess interest between itself and a taxable REIT subsidiary, a 100% tax
could apply to such amounts, and (9) a 35% tax could apply to any excess
inclusions allocable to any disqualified entities that hold interests in EPR.

  REQUIREMENTS FOR QUALIFICATION

     The Code defines a REIT as a corporation, trust or association (1) which is
managed by one or more trustees or directors, (2) the beneficial ownership of
which is evidenced by transferable shares, or by transferable certificates of
beneficial interest, (3) which would be taxable as a domestic corporation but
for Sections 856 through 859 of the Code, (4) which is neither a financial
institution nor an insurance company subject to certain provisions of the Code,
(5) the beneficial ownership of which is held by 100 or more persons (the "100
person test"), (6) not more than 50% in value of the outstanding shares of which
is owned, directly or indirectly, by five or fewer individuals (as defined in
the Code) at any time during the last half of each taxable year (the "closely-
held test"), (7) which has elected to be treated as a REIT, and (8) which meets
certain other tests, described below, regarding distributions and the nature of
its income and assets. The Code provides that conditions (1) through (4) must be
met during the entire taxable year and that condition (5) must be met during at
least 335 days of a taxable year of 12 months, or during a proportionate part of
a taxable year of less than 12 months. Conditions (5) and (6) did not apply
until after the first taxable year for which an election was made by EPR to be
taxed as a REIT. A REIT's failure to satisfy condition (6) during a taxable year
will not result in its disqualification as a REIT under the Code for that
taxable year as long as (i) the REIT satisfies the shareholder demand statement
requirements described in the succeeding paragraph and (ii) the REIT did not
know, or exercising reasonable diligence, would not have known, whether it had
failed condition (6). A REIT must also report its income for U.S. federal income
tax purposes based on the calendar year.

     In order to assist EPR in complying with the 100 person test and the
closely-held test, and for certain non-tax purposes, we have placed certain
restrictions on the transfer of our shares to prevent further concentration of
share ownership (See "Description of Securities"). To evidence compliance with
these requirements, we must maintain records which disclose the actual ownership
of our outstanding shares. In fulfilling our obligations to maintain records, we
must demand written statements each year from the record holders of designated
percentages of our shares disclosing the actual owners of the shares. A list of
those persons failing or refusing to comply with such demand must be maintained
as part of EPR's records. A shareholder failing or refusing to comply with EPR's
written demand must submit with his or her tax returns a similar statement
disclosing the actual ownership of shares and certain other information. EPR's
Declaration of Trust imposes restrictions on the transfer of shares that are
intended to assist EPR in continuing to satisfy the share ownership
requirements, among other purposes.

                                        19


     Although EPR intends to satisfy the shareholder demand letter rules
described in the preceding paragraph, our failure to satisfy these requirements
may result in the imposition of IRS penalties.

     In the case of a REIT that is a partner in a partnership, Treasury
Regulations provide that the REIT will be deemed to own its proportionate share
of the assets of the partnership and will be deemed to be entitled to the income
of the partnership attributable to that share. In addition, the character of the
assets and gross income of a partnership shall retain the same character in the
hands of a partner qualifying as a REIT for purposes of Section 856 of the Code,
including satisfying the gross income tests and the asset tests described below.

  ASSET TESTS

     At the close of each quarter of EPR's taxable year, EPR must satisfy two
tests relating to the nature of its assets. First, at least 75% of the value of
EPR's total assets must be represented by (1) interests in real property, (2)
interests in mortgages on real property, (3) shares in other REIT's, (4) cash,
(5) cash items (including receivables arising in the ordinary course of the
REIT's business) and (6) government securities (as well as certain temporary
investments in stock or debt instruments purchased with the proceeds of new
capital raised by EPR for the one-year period beginning on the date of receipt
of such new capital). Second, (a) not more than 25% of the value of a REIT's
total assets can consist of securities except for items described in paragraphs
(1) through (6), (b) not more than 20% of the value of a REIT's total assets can
be represented by securities of one or more taxable REIT subsidiaries, and (c)
except with respect to taxable REIT subsidiaries and the securities previously
mentioned in paragraphs (1) through (6), (i) not more than 5% of the value of
the REIT's total assets can consist of securities of any one issuer, (ii) the
REIT cannot hold securities having a value of more than 10% of the total voting
power of the outstanding securities of any one issuer and (iii) the REIT cannot
hold securities having a value of more than 10% of the total value of the
outstanding securities of any one issuer. For purposes of the requirements of
paragraph (iii), certain "straight debt" obligations may be disregarded if
certain requirements are met. EPR may own "qualified REIT subsidiaries," which
are, in general, corporate subsidiaries 100% owned by a REIT which do not elect
to be treated as a taxable REIT subsidiary. All assets, liabilities and items of
income, deduction and credit of a qualified REIT subsidiary will be treated as
owned and realized directly by EPR. For purposes of the asset requirements, the
securities of a qualified REIT subsidiary will be ignored.

     A taxable REIT subsidiary is generally any corporation the stock of which
is owned in whole or in part by a REIT and with respect to which both the REIT
and the subsidiary elect that it be taxed as a taxable REIT subsidiary.

  GROSS INCOME TESTS

     There are two separate percentage tests relating to the sources of EPR's
gross income which must be satisfied for each taxable year.

     The 75% Test.  At least 75% of EPR's gross income for each taxable year
must be "qualifying income." Qualifying income generally includes (i) "rents
from real property" (except as modified below), (ii) interest on obligations
collateralized by mortgages on, or interests in, real property, (iii) gain from
the sale or other disposition of interests in real property and real estate
mortgages, other than gain from property held primarily for sale to customers in
the ordinary course of EPR's trade or business ("dealer property"), (iv)
dividends or other distributions on shares in other REITs, as well as gain from
the sale of those shares, (v) abatements and refunds of real property taxes,
(vi) income from the operation, and gain from the sale, of property acquired at
or in lieu of a foreclosure of the mortgage collateralized by such property
("foreclosure property"), (vii) commitment fees received for agreeing to make
loans collateralized by mortgages on real property or to purchase or lease real
property, (viii) "qualified temporary investment income," and (ix) gain from the
sale or other disposition of a real estate asset which is not a prohibited
transaction.

     In addition, rents received from a tenant generally will not qualify as
rents from real property in satisfying the 75% test (or the 95% test described
below) if EPR, or an owner of 10% or more of EPR, directly or constructively
owns 10% or more of the voting power or value of that tenant, if that tenant is
a corporation, or 10% or more of the assets or net profits of the tenant, if the
tenant is not a corporation (a "related party tenant"). In addition, if rent
attributable to personal property, leased in connection with a lease of real
property, is greater

                                        20


than 15% of the total rent received under the lease on a fair market value
basis, then the portion of rent attributable to such personal property will not
qualify as rents from real property. Moreover, any amount received or accrued,
directly or indirectly, generally will not qualify as rents from real property
(or as interest income) for purposes of the 75% and 95% gross income tests if it
is based in whole or in part on the income or profits of any person. Rent or
interest will not be disqualified, however, solely by reason of being based on a
fixed percentage of receipts or sales. Finally, for rents received to qualify as
rents from real property, EPR generally must not operate or manage the property
or furnish or render services to tenants, other than through an "independent
contractor" from whom EPR does not derive or receive any income, or through a
taxable REIT subsidiary. The "independent contractor" requirement, however, does
not apply to the extent the services provided by EPR are "usually or customarily
rendered" in connection with the rental of space for occupancy only, and are not
otherwise considered "rendered to the occupant." For both the related party
tenant rules and determining whether an entity qualifies as an independent
contractor, certain attribution rules of the Code apply, pursuant to which
shares held by one entity are deemed held by another.

     Amounts paid to a REIT by a taxable REIT subsidiary as rent will not be
excluded from rents from real property if at least 90% of the leased space of
the property is rented to persons other than the taxable REIT subsidiary of such
REIT and other than persons that are considered related under Section
856(d)(2)(B) of the Code and the amount paid is substantially comparable to
rents paid by other tenants of the REIT's property for comparable space.


     The 95% Test.  In addition to deriving 75% of its gross income from the
sources listed above, at least 95% of EPR's gross income for each taxable year
must be derived from the above-described qualifying income, or from dividends,
interest or gains from the sale or disposition of stock or other securities that
are not dealer property. Dividends and interest on any obligation not
collateralized by an interest in real property are included for purposes of the
95% test, but not for purposes of the 75% test. Furthermore, income earned on
interest rate swaps and caps entered into as liability hedges against
indebtedness incurred to acquire or carry a property qualify for the 95% test
(but not the 75% test). In certain cases, Treasury Regulations treat a debt
instrument and a liability hedge as a synthetic debt instrument for all purposes
of the Code. If a liability hedge entered into by a REIT is subject to these
rules, income earned thereon will operate to reduce its interest expense, and,
therefore such income will not affect the REIT's compliance with either the 75%
or 95% tests.


     Even if EPR fails to satisfy one or both of the 75% or 95% tests for any
taxable year, it may still qualify as a REIT for that year if it is entitled to
relief under certain provisions of the Code. These relief provisions will
generally be available if (i) EPR's failure to comply was due to reasonable
cause and not to willful neglect, (ii) EPR reports the nature and amount of each
item of its income included in the 75% and 95% tests on a schedule attached to
its tax return, and (iii) any incorrect information on this schedule is not due
to fraud with intent to evade tax. It is not possible, however, to state whether
in all circumstances EPR would be entitled to the benefit of these relief
provisions. If these relief provisions apply, EPR will, as discussed above,
still be subject to a special tax upon the greater of the amount by which it
fails either the 75% test or 90% threshold for that year.

  ANNUAL DISTRIBUTION REQUIREMENTS

     In order to qualify as a REIT, we are required to make distributions (other
than capital gain distributions) to our shareholders each year in an amount at
least equal to (A) the sum of (i) 90% of EPR's REIT Taxable Income (computed
before deductions for dividends paid and excluding net capital gain), and (ii)
90% of the net income (after tax), if any, from foreclosure property, minus (B)
the sum of certain items of non-cash income. Such distributions must be paid in
the taxable year to which they relate, or in the following taxable year if
declared before we timely file our tax return for that year and if paid on or
before the first regular distribution payment after such declaration. To the
extent we do not distribute all of our net capital gain or distribute at least
90%, but less than 100%, of our REIT Taxable Income, as adjusted, we will be
subject to tax on the undistributed amount at regular capital gains or ordinary
corporate tax rates, as the case may be. (However, a REIT can elect to "pass
through" any of its taxes paid on its undistributed net capital gain to its
shareholders on a pro rata basis). Furthermore, if the REIT should fail to
distribute during each calendar year at least the sum of (i) 85% of its ordinary
income for that year, (ii) 95% of its net capital gain for that year, and (iii)
any undistributed taxable income from prior periods, the REIT would be subject
to a 4% excise tax on the excess of such required

                                        21


distribution over the amounts actually distributed. For these purposes,
dividends declared to shareholders of record in October, November or December of
one calendar year and paid by January 31 of the following calendar year are
deemed paid as of December 31 of the initial calendar year.

     We believe that we have made and will make timely distributions sufficient
to satisfy the annual distribution requirements. It is possible that in the
future we may not have sufficient cash or other liquid assets to meet the 90%
distribution requirement, due to timing differences between the actual receipt
of income and actual payment of expenses on the one hand, and the inclusion of
such income and deduction of such expenses in computing our REIT Taxable Income
on the other hand. Further, it is possible that from time to time, we may be
allocated a share of net capital gain attributable to any depreciated property
we sell that exceeds our allocable share of cash attributable to that sale. To
avoid any problem with the 90% distribution requirement, we will closely monitor
the relationship between our REIT Taxable Income and cash flow and, if
necessary, will borrow funds in order to satisfy the distribution requirement
(See "Risk Factors").

     If it is "determined" that we failed to meet the 90% distribution
requirement as a result of an "adjustment" to our tax return by the IRS, we may
retroactively cure the failure by paying a "deficiency dividend" (plus
applicable penalties and interest) within a specified period.

  FAILURE TO QUALIFY

     If we fail to qualify for taxation as a REIT in any taxable year and the
relief provisions do not apply, we will be subject to tax (including any
applicable alternative minimum tax) on our taxable income at regular corporate
rates. Distributions to shareholders in any year in which we fail to qualify
will not be deductible by us, nor will they be required to be made. In such
event, to the extent of our current and accumulated earnings and profits, all
distributions to shareholders will be taxable as ordinary income, and, subject
to certain limitations in the Code, corporate shareholders may be eligible for
the dividends-received deduction. In addition, individual shareholders would be
taxable on such dividends at a current tax rate of 15%. Unless entitled to
relief under specific statutory provisions, we (and any successor of us) will
also be disqualified from taxation as a REIT for the four taxable years
following the year during which qualification was lost. It is not possible to
state whether we would be entitled to such statutory relief.

  RECENT TAX LEGISLATION

     On May 28, 2003, the President signed into law the Jobs and Growth Tax
Relief Reconciliation Act of 2003, which reduces the maximum tax rate for both
dividends and long-term capital gains to 15% for most non-corporate taxpayers.
Because we generally are not subject to U.S. federal income tax on the portion
of our REIT Taxable Income or capital gains distributed to our shareholders, our
dividends generally are not eligible for the reduced rate and will continue to
be taxed at the higher tax rates applicable to ordinary income. However, the new
15% rate does apply to (i) long-term capital gains, if any, recognized on the
disposition of our shares; (ii) our dividends designated as long-term capital
gain dividends (except to the extent attributable to (a) real estate
depreciation, in which case such distributions continue to be subject to tax at
a 25% rate), and (b) collectibles and certain small business stock, in which
case such distributions continue to be subject to tax at a 28% rate); (iii) our
dividends to the extent attributable to dividends received by us from any
non-REIT corporations, such as taxable REIT subsidiaries, if applicable; and
(iv) our dividends to the extent attributable to income upon which we have paid
corporate income tax (for example, if we distribute taxable income that we
retained and paid tax on in the prior year).

     The dividend and capital gains rate reductions provided in the Jobs and
Growth Tax Relief Reconciliation Act of 2003 generally are effective for taxable
years ending on or after May 6, 2003, except that the reductions do not apply to
taxable years beginning after December 31, 2008. Absent future legislation, the
maximum tax rate on long-term capital gains will return to 20% for taxable years
beginning in 2009, and the maximum tax rate on dividends paid to individuals
will increase to 35% in 2009 and 39.6% in 2011.

                                        22


TAXATION OF SHAREHOLDERS

  TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS

     As used herein, the term "U.S. Shareholder" means a holder of shares who
(for U.S. federal income tax purposes) (i) is a citizen or resident of the
United States, (ii) is a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof (except, in the case of a partnership, the Treasury provides otherwise
by regulations), (iii) is an estate the income of which is subject to U.S.
federal income taxation regardless of its source, or (iv) is a trust whose
administration is subject to the primary supervision of a U.S. court and which
has one or more U.S. persons who have the authority to control all substantial
decisions of the trust, or has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a U.S. person.

     As long as EPR qualifies as a REIT, distributions made out of our current
or accumulated earnings and profits (and not designated as capital gain
dividends) will generally constitute dividends taxable to our taxable corporate
U.S. Shareholders as ordinary income taxed at a maximum rate of 35% and such
U.S. Shareholders will not be eligible for the dividends received deduction
otherwise available with respect to dividends received by corporate U.S.
Shareholders. It is not likely that a significant amount of our dividends paid
to individual U.S. Shareholders will constitute "qualified dividend income"
eligible for the current reduced tax rate of 15%. Dividends received from a REIT
generally are treated as "qualified dividend income" eligible for the reduced
tax rate to the extent that the REIT has received "qualified dividend income"
from other non-REIT corporations, such as taxable REIT subsidiaries. In
addition, if a REIT pays U.S. federal income tax on its undistributed net
taxable income or on certain gains from the disposition of assets acquired from
C corporations, the excess of the income subject to tax over the taxes paid will
be treated as "qualified dividend income" in the subsequent taxable year.

     Distributions made by EPR that are properly designated as capital gain
dividends will be taxable to U.S. Shareholders as gains (to the extent they do
not exceed our actual net capital gain for the taxable year) from the sale or
disposition of a capital asset. Depending on the period of time EPR held the
assets which produced the gains, and on certain designations, if any, which may
be made by EPR, such gains may be taxable to noncorporate U.S. Shareholders at a
15% or 25% rate, without regard to the period for which the U.S. Shareholder has
held the shares. U.S. Shareholders that are corporations may, however, be
required to treat up to 20% of certain capital gain dividends as ordinary
income. To the extent EPR makes distributions (not designated as capital gain
dividends) in excess of our current and accumulated earnings and profits, such
distributions will be treated first as a tax-free return of capital to each U.S.
Shareholder, reducing the adjusted basis which such U.S. Shareholder has in his
shares for tax purposes by the amount of such distribution (but not below zero),
with distributions in excess of a U.S. Shareholder's adjusted basis in his
shares taxable as capital gain, (provided that the shares have been held as a
capital asset) and will be taxable as long-term capital gain if the shares have
been held for more than one year. Dividends declared by EPR in October, November
or December of any year and payable to a shareholder of record on a specified
date in any such month shall be treated as both paid by EPR and received by the
shareholder on December 31st of that year; provided the dividend is actually
paid by EPR on or before January 31st of the following calendar year.
Shareholders may not include in their own income tax returns any net operating
losses or capital losses of EPR.

     Distributions made by EPR and gain arising from the sale or exchange by a
U.S. Shareholder of shares will not be treated as passive activity income, and,
as a result, U.S. Shareholders generally will not be able to apply any "passive
losses" against such income or gain. Distributions made by EPR (to the extent
they do not constitute a return of capital) generally will be treated as
investment income for purposes of computing the investment interest limitation.
Gain arising from the sale or other disposition of shares and certain qualifying
dividends (or distributions treated as such), will not be treated as investment
income under certain circumstances.

     Upon any sale or other disposition of shares, a U.S. Shareholder will
recognize gain or loss for U.S. federal income tax purposes in an amount equal
to the difference between (i) the amount of cash and the fair market value of
any property received on such sale or other disposition, and (ii) the holder's
adjusted basis in the shares for tax purposes. Such gain or loss will be capital
gain or loss if the shares have been held by the U.S. Shareholder as a capital
asset and, with respect to a non-corporate U.S. Shareholder, will be long-term
gain

                                        23


or loss if the shares have been held for more than one year at the time of
disposition. In general, any loss recognized by a U.S. Shareholder upon the sale
or other disposition of shares that have been held for six months or less (after
applying certain holding period rules) will be treated as a long-term capital
loss, to the extent of capital gain dividends received by such U.S. Shareholder
from EPR which were required to be treated as long-term capital gains.

  BACKUP WITHHOLDING

     EPR will report to our domestic shareholders and to the IRS the amount of
dividends paid during each calendar year, and the amount of tax withheld, if any
from those dividends. Under the backup withholding rules, a shareholder may be
subject to backup withholding at the rate equal to the fourth lowest rate of tax
under Section 1(c) of the Code (which is currently 28%) with respect to
dividends paid and redemption proceeds unless the shareholder (a) is a
corporation or comes within certain other exempt categories and, when required,
demonstrates this fact, or (b) provides a taxpayer identification number,
certifies as to no loss of exemption from backup withholding, and otherwise
complies with applicable requirements of the backup withholding rules.
Notwithstanding the foregoing, EPR will institute backup withholding with
respect to a shareholder when instructed to do so by the IRS. A shareholder that
does not provide EPR with his correct taxpayer identification number may also be
subject to penalties imposed by the IRS. Any amount paid as backup withholding
will be creditable against the shareholder's U.S. federal income tax liability.

  TAXATION OF TAX-EXEMPT SHAREHOLDERS

     The IRS has issued a revenue ruling in which it held that amounts
distributed by a REIT to a tax-exempt employees' pension trust do not constitute
unrelated business taxable income ("UBTI"). Revenue rulings, however, are
interpretive in nature and are subject to revocation or modification by the IRS.
Based upon the ruling and the analysis therein, distributions by EPR to a
shareholder that is a tax-exempt entity should not constitute UBTI, provided the
tax exempt entity has not financed the acquisition of its shares with
"acquisition indebtedness" within the meaning of the Code, and that the shares
are not otherwise used in an unrelated trade or business of the tax-exempt
entity. In addition, REITs generally treat the beneficiaries of qualified
pension trusts as the beneficial owners of REIT shares owned by such pension
trusts for purposes of determining if more than 50% of the REIT's shares are
owned by five or fewer individuals. However, if a pension trust owns more than
10% of the REIT's shares (by value), it can be subject to UBTI on all or a
portion of REIT dividends made to it, if the REIT is treated as a "pension-held
REIT." A pension-held REIT is any REIT if more than 25% (by value) of its shares
are owned by at least one pension trust, or one or more pension trusts, each of
whom owns more than 10% (by value) of such shares, and in the aggregate, such
pension trusts own more than 50% (by value) of its shares. EPR does not expect
to be treated as a "pension-held REIT." However, because our common shares are
publicly traded, no assurance can be given in this regard.

     For social clubs, voluntary employee benefit associations, supplemental
unemployment benefit trusts and qualified group legal services plans exempt from
U.S. federal income tax under Section 501(c)(7), (9), (17) and (20) of the Code,
respectively, income from an investment in EPR will constitute UBTI. However,
income from an investment in EPR will not constitute UBTI for voluntary employee
benefit associations, supplemental unemployment trusts and qualified group legal
services plans if the organization is able to deduct amounts "set aside" or
placed in reserve for certain purposes so as to offset the UBTI generated by its
investment in EPR. Such prospective shareholders should consult with their own
tax advisors concerning these "set aside" and reserve requirements.

  TAXATION OF NON-U.S. SHAREHOLDERS

     The rules governing U.S. federal income taxation of the ownership and
disposition of shares by persons who are not U.S. Shareholders ("Non-U.S.
Shareholders") are complex and no attempt is made in this prospectus to provide
more than a summary of these rules. Prospective Non-U.S. Shareholders should
consult with their own tax advisors to determine the impact of federal, state,
local and any foreign income tax laws with regard to an investment in EPR,
including any reporting requirements.

                                        24


     Distributions that are not attributable to gain from sales or exchanges by
EPR of "United States real property interests" ("USRPIs"), as defined in the
Code, and not designated by EPR as capital gain dividends will be treated as
dividends of ordinary income to the extent they are made out of current or
accumulated earnings and profits of EPR. Unless such distributions are
effectively connected with the Non-U.S. Shareholder's conduct of a U.S. trade or
business (or, if an income tax treaty applies, are attributable to a U.S.
permanent establishment of the Non-U.S. Shareholder), the gross amount of the
distributions will ordinarily be subject to U.S. withholding tax at a 30% or
lower treaty rate, if applicable. In general, Non-U.S. Shareholders will not be
considered engaged in a U.S. trade or business (or, in the case of an income tax
treaty, as having a U.S. permanent establishment) solely by reason of their
ownership of shares. If income on shares is treated as effectively connected
with the Non-U.S. Shareholder's conduct of a U.S. trade or business (or, if an
income tax treaty applies, is attributable to a U.S. permanent establishment of
the Non-U.S. Shareholder), the Non-U.S. Shareholder generally will be subject to
tax in the same manner as U.S. Shareholders are taxed with respect to such
distributions (and may also be subject to the 30% branch profits tax in the case
of a shareholder that is a foreign corporation). EPR expects to withhold U.S.
income tax at the rate of 30% on the gross amount of any distributions of
ordinary income made to a Non-U.S. Shareholder unless the Non-U.S. Shareholder
provides us with a (i) properly executed IRS Form W-8 BEN claiming an exemption
from or reduction in the rate of withholding under the benefit of a tax treaty,
or (ii) IRS Form W-8 ECI claiming that the distribution is not subject to
withholding tax because it is effectively connected with the Non-U.S.
Shareholder's conduct of a U.S. trade or business (or, if an income tax treaty
applies, is attributable to a U.S. permanent establishment of the Non-U.S.
Shareholder).

     Unless the shares constitute USRPIs, distributions in excess of current and
accumulated earnings and profits of EPR will not be taxable to a shareholder to
the extent such distributions do not exceed the adjusted basis of the
shareholder's shares but rather will reduce the adjusted basis of the shares. To
the extent such distributions exceed the adjusted basis of a Non-U.S.
Shareholder's shares, such distributions will give rise to tax liability if the
Non-U.S. Shareholder would otherwise be subject to tax on any gain from the sale
or disposition of his shares, as described below. If it cannot be determined at
the time a distribution is made whether or not the distribution will be in
excess of current and accumulated earnings and profits, the distributions will
be subject to withholding at the same rate as dividends. If, however, shares are
treated as USRPIs, then unless otherwise treated as a dividend for withholding
tax purposes as described below, any distributions in excess of current or
accumulated earnings and profits will generally be subject to 10% withholding
and, to the extent such distributions also exceed the adjusted basis of a
Non-U.S. Shareholder's shares, they will also give rise to gain from the sale or
exchange of the shares, the tax treatment of which is described below.

     Distributions that are designated by EPR at the time of distribution as
capital gain dividends (other than those arising from the disposition of a
USRPI) generally will not be subject to taxation, unless (i) investment in the
shares is effectively connected with the Non-U.S. Shareholder's U.S. trade or
business (or, if an income tax treaty applies, it is attributable to a U.S.
permanent establishment of the Non-U.S. Shareholder), in which case the Non-U.S.
Shareholder will be subject to the same treatment as U.S. Shareholders with
respect to such gain (except that a Shareholder that is a foreign corporation
may also be subject to the 30% branch profits tax), or (ii) the Non-U.S.
Shareholder is a non-resident alien individual who was present in the U.S. for
183 days or more during the taxable year and either has a "tax home" in the U.S.
or sold his shares under circumstances in which the sale was attributable to a
U.S. office, in which case the non-resident alien individual will be subject to
a 30% tax on the individual's capital gains.

     For each year in which EPR qualifies as a REIT, distributions that are
attributable to gain from sales or exchanges by EPR of USRPIs ("USRPI Capital
Gains"), such as properties beneficially owned by EPR, will be taxed to a
Non-U.S. Shareholder under the provisions of the Foreign Investment in Real
Property Tax Act of 1980 ("FIRPTA"). Under FIRPTA, such distributions are taxed
to a Non-U.S. Shareholder as gain effectively connected with a U.S. trade or
business regardless of whether such dividends are designated as capital gain
dividends. Non-U.S. Shareholders would thus be taxed at the normal capital gain
rates applicable to U.S. Shareholders (subject to applicable alternative minimum
tax and a special alternative minimum tax in the case of nonresident alien
individuals) on such distributions. Also, distributions of USRPI Capital Gains
may be subject to a 30% branch profits tax in the hands of a foreign corporate
shareholder not entitled to treaty exemption or rate reduction. EPR is required
by applicable Treasury Regulations to withhold a portion of any distribution

                                        25


consisting of USRPI Capital Gains at a current rate of 35%. This amount may be
creditable against the Non-U.S. Shareholder's FIRPTA tax liability.

     Gain recognized by a Non-U.S. Shareholder upon a sale of shares will
generally not be taxed under FIRPTA if the shares do not constitute a USRPI.
Shares will not be considered a USRPI if EPR is a "domestically controlled
REIT," or if the shares are part of a class that is regularly traded on an
established securities market and the holder owned 5% or less of the class sold
during a specified testing period. A "domestically controlled REIT" is defined
generally as a real estate investment trust in which at all times during a
specified testing period less than 50% in value of the shares was held directly
or indirectly by foreign persons. EPR believes that it is a "domestically
controlled REIT," and therefore the sale of shares will not be subject to
taxation under FIRPTA. If the gain on the sale of shares were to be subject to
taxation under FIRPTA, the Non-U.S. Shareholder would be subject to the same
treatment as U.S. Shareholders with respect to such gain (subject to applicable
alternative minimum tax and a special alternative minimum tax in the case of
nonresident alien individuals), and the purchaser of the shares may be required
to withhold 10% of the purchase price and remit such amount to the IRS. However,
since our common shares and Series A Preferred Shares are publicly traded, no
assurance can be given in this regard.

     Gain not subject to FIRPTA will be taxable to a Non-U.S. Shareholder if (i)
investment in the shares is effectively connected with a U.S. trade or business
of the Non-U.S. Shareholder (or, if an income tax treaty applies, is
attributable to a U.S. permanent establishment of the Non-U.S. Shareholder), in
which case the Non-U.S. Shareholder will be subject to the same treatment as
U.S. Shareholders with respect to such gain, or (ii) the Non-U.S. Shareholder is
a nonresident alien individual who was present in the U.S. for 183 days or more
during the taxable year and has a "tax home" in the U.S., in which case the
nonresident alien individual will be subject to a 30% tax on the individual's
capital gains. If the gain on the sale of shares were to be subject to taxation
under FIRPTA, the Non-U.S. Shareholder would be subject to the same treatment as
U.S. Shareholders with respect to such gain (subject to applicable alternative
minimum tax and a special alternative minimum tax in the case of nonresident
alien individuals).

     If the proceeds of a disposition of shares are paid by or through a U.S.
office of a broker, the payment is subject to information reporting and backup
withholding unless the disposing Non-U.S. Shareholder certifies as to his name,
address and non-U.S. status or otherwise establishes an exemption. Generally,
U.S. information reporting and backup withholding will not apply to a payment of
disposition proceeds if the payment is made outside the U.S. through a non-U.S.
office of a non-U.S. broker. U.S. information reporting requirements (but not
backup withholding) will apply, however, to a payment of disposition proceeds
outside the U.S. if (i) the payment is made through an office outside the U.S.
of a broker that is either (a) a U.S. person, (b) a foreign person that derives
50% or more of its gross income for certain periods from the conduct of a trade
or business in the U.S., (c) a "controlled foreign corporation" for U.S. federal
income tax purposes, or (d) a foreign partnership more than 50% of the capital
or profits of which is owned by one or more U.S. persons or which engages in a
U.S. trade or business, and (ii) the broker fails to obtain documentary evidence
that the shareholder is a Non-U.S. Shareholder and that certain conditions are
met or that the Non-U.S. Shareholder otherwise is entitled to an exemption.

  POSSIBLE LEGISLATIVE OR OTHER ACTIONS AFFECTING TAX CONSEQUENCES

     Prospective investors should recognize that the present U.S. federal income
tax treatment of an investment in EPR may be modified by legislative, judicial
or administrative action at any time, and that any such action may affect
investments and commitments previously made. The rules dealing with U.S. federal
income taxation are constantly under review by persons involved in the
legislative process and by the IRS and the U.S. Treasury Department, resulting
in revisions or regulations and revised interpretations of established concepts
as well as statutory changes. Revisions in U.S. federal tax laws and
interpretations thereof could adversely affect the tax consequences of an
investment in EPR.

                                        26


  STATE TAX CONSEQUENCES AND WITHHOLDING

     EPR and its shareholders may be subject to state or local taxation in
various state or local jurisdictions, including those in which it or they
transact business or reside. The state and local tax treatment of EPR and its
shareholders may not conform to the U.S. federal income tax consequences
discussed above. Several states in which EPR may own properties treat REITs as
ordinary corporations. EPR does not believe, however, that shareholders will be
required to file state tax returns, other than in their respective states of
residence, as a result of the ownership of shares. However, prospective
shareholders should consult their own tax advisors regarding the effect of state
and local tax laws on an investment in EPR.

     YOU ARE ADVISED TO CONSULT WITH YOUR OWN TAX ADVISOR REGARDING THE SPECIFIC
TAX CONSEQUENCES TO YOU OF THE OWNERSHIP AND SALE OF SHARES IN AN ENTITY
ELECTING TO BE TAXED AS A REAL ESTATE INVESTMENT TRUST, INCLUDING THE FEDERAL,
STATE, LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP,
SALE, AND ELECTION AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

                                        27


                           DESCRIPTION OF SECURITIES

     This summary of our securities is not meant to be complete and is qualified
in its entirety by reference to our Amended and Restated Declaration of Trust,
Articles Supplementary defining the rights of holders of our Series A Preferred
Shares, and Amended Bylaws, copies of which have been filed with the SEC and are
incorporated by reference herein.

GENERAL

     Our Declaration of Trust authorizes us to issue up to 50,000,000 common
shares and up to 5,000,000 preferred shares. As permitted by Maryland law, our
Declaration of Trust permits the Board of Trustees, without shareholder
approval, to 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 we have authority to issue. Under Maryland law, a shareholder is not
personally liable for the obligations of a REIT solely as a result of his or her
status as a shareholder.

     As of February 1, 2004, a total of 19,661,496 common shares (excluding
treasury shares) and 2,300,000 Series A Preferred Shares were outstanding.

     The transfer agent and registrar for our shares is UMB Bank, n.a.

COMMON SHARES

     Holders of our common shares have the following rights:

     - Dividends -- Common shareholders have the right to receive dividends when
       and as declared by the Board of Trustees

     - Voting Rights -- Common shareholders have the right to vote their shares.
       Each common share has one vote on all matters submitted for shareholder
       approval, including the election of trustees. We do not have cumulative
       voting in the election of trustees, which means the holders of a majority
       of our outstanding common shares can elect all of the trustees nominated
       for election and the holders of the remaining common shares will not be
       able to elect any trustees.

     Liquidation Rights -- If we liquidate, holders of common shares are
entitled to receive all remaining assets available for distribution to common
shareholders after satisfaction of our liabilities and the preferential rights
of any preferred shares.

     Other Features -- Our outstanding common shares are fully paid and
nonassessable. Common shareholders do not have any preemptive, conversion or
redemption rights.

PREFERRED SHARES

     Our Series A Preferred Shares provide for quarterly payments of cumulative
dividends at the rate of 9.5% of the $25 per share liquidation preference of the
Series A Preferred Shares, or a fixed rate of $2.375 per share each year.
Dividends not declared or paid in any quarter continue to accumulate. On
liquidation of the Company, holders of the Series A Preferred Shares are
entitled to a liquidation preference of $25 per share plus all accumulated,
accrued and unpaid dividends before any amount is payable to the holders of our
common shares. The Series A Preferred Shares are not redeemable prior to May 29,
2007, except in limited circumstances relating to the preservation of our status
as a REIT. On or after that date, we may at our option redeem the Series A
Preferred Shares in whole or in part by paying the $25 per share liquidation
preference plus all accumulated, accrued and unpaid dividends. The Series A
Preferred Shares rank senior to our common shares and on a parity with other
parity securities we may issue in the future with respect to the payment of
dividends and amounts on liquidation, dissolution and winding up. Holders of
Series A Preferred Shares generally have no voting rights, except that if
dividends on the Series A Preferred Shares have not been paid for six or more
quarterly periods (whether or not consecutive), holders of the Series A
Preferred Shares (and other shares having like voting rights) are entitled to
elect two additional trustees to the Board of Trustees to serve until all unpaid
dividends have been paid or declared and set aside for payment. In addition,
certain material and adverse changes to the terms of the

                                        28


Series A Preferred Shares cannot be made without the affirmative vote of at
least 66 2/3% of the outstanding Series A Preferred Shares and the holders of
all other shares on a parity with the Series A Preferred Shares and having like
voting rights.

     The relative dividend, voting, liquidation, conversion, redemption and
other rights and preferences on any additional preferred shares we may offer
will be determined by the Board of Trustees. The prospectus supplement
applicable to any additional preferred shares will describe such things as:

     - the serial designation and the number of shares constituting that series

     - the dividend rates or the amount of dividends to be paid on the shares of
       that series, whether dividends will be cumulative and, if so, from which
       date or dates, the payment and record date or dates for dividends, and
       the participating and other rights, if any, with respect to dividends

     - the voting powers, full or limited, if any, of the shares of that series

     - whether the shares of that series will be redeemable and, if so, the
       price or prices at which, and the terms and conditions on which, the
       shares may be redeemed

     - the amount or amounts payable upon the shares of that series and any
       preferences applicable to the shares upon a voluntary or involuntary
       liquidation, dissolution or winding up of the Company

     - whether the shares of that series will be entitled to the benefit of a
       sinking or retirement fund to be applied to the purchase or redemption of
       the shares, and if so entitled, the amount of that fund and the manner of
       its application, including the price or prices at which the shares may be
       redeemed or purchased through the application of the fund

     - whether the shares of that series will be convertible into, or
       exchangeable for, shares of any other class or classes or of any other
       series of the same or any other class or classes of securities of EPR
       and, if so convertible or exchangeable, the conversion price or prices,
       the rate or rates of exchange, and the adjustments thereof, if any, at
       which the conversion or exchange may be made, and any other terms and
       conditions of the conversion or exchange

     - the price or other consideration for which the shares of that series will
       be issued

     - whether the shares of that series which are redeemed or converted will
       have the status of authorized but unissued undesignated preferred shares
       (or series thereof) and whether the shares may be reissued as shares of
       the same or any other class or series of shares

     - such other powers, preferences, rights, qualifications, limitations and
       restrictions thereof as the Board of Trustees may deem advisable

OWNERSHIP LIMIT

     Our Declaration of Trust restricts the number of shares which may be owned
by shareholders. Generally, for EPR to qualify as a REIT under the Code, not
more than 50% in value of our outstanding shares may be owned, directly or
indirectly, by five or fewer individuals (defined in the Code to include certain
entities and constructive ownership among specified family members) at any time
during the last half of a taxable year. The shares must also be beneficially
owned by 100 or more persons during at least 335 days of a taxable year. In
order to maintain EPR's qualification as a REIT, our Declaration of Trust
contains restrictions on the acquisition of shares intended to ensure compliance
with these requirements.

     Our Ownership Limit may also act to deter an unfriendly takeover of the
Company.

     Our Declaration of Trust generally provides that any person (not just
individuals) holding more than 9.8% of our outstanding shares (the "Ownership
Limit") may be subject to forfeiture of the shares (including common shares and
preferred shares) owned in excess of the Ownership Limit ("Excess Shares"). The
Excess Shares may be transferred to a trust for the benefit of one or more
charitable beneficiaries. The trustee of that trust would have the right to vote
the voting Excess Shares, and dividends on the Excess Shares would be payable to
the trustee for the benefit of the charitable beneficiaries. Holders of Excess
Shares would be entitled to compensation for their

                                        29


Excess Shares, but that compensation may be less than the price they paid for
the Excess Shares. Persons who hold Excess Shares or who intend to acquire
Excess Shares must provide written notice to EPR.

WARRANTS

     The terms of any warrants we may offer will be established by the Board of
Trustees and will be described in a prospectus supplement, including such
matters as:

     - the title of the warrants

     - the offering price for the warrants

     - the aggregate number of the warrants

     - the designation and terms of the securities purchasable upon exercise of
       the warrants

     - if applicable, the designation and terms of the securities that the
       warrants are issued with and the number of warrants issued with each
       security

     - if applicable, the date after which the warrants and any securities
       issued with them will be separately transferable

     - the number or amount of securities that may be purchased upon exercise of
       a warrant and the price at which the securities may be purchased upon
       exercise

     - the dates on which the right to exercise the warrants will commence and
       expire

     - if applicable, the minimum or maximum amount of the warrants that may be
       exercised at any one time

     - whether the warrants represented by the warrant certificates or
       securities that may be issued upon exercise of the warrants will be
       issued in registered or bearer form

     - information relating to book-entry procedures

     - anti-dilution provisions of the warrants, if any

     - redemption, repurchase or analogous provisions, if any, applicable to the
       warrants

     - any additional terms of the warrants, including terms, procedures and
       limitations relating to the exchange and exercise of the warrants.

DEBT SECURITIES

     The terms of any debt securities we may offer will be established by the
Board of Trustees and will be described in a prospectus supplement, including
such matters as:

     - the title of the debt securities

     - the principal amount of the debt securities being offered and any limit
       upon the aggregate principal amount

     - the date or dates on which the principal will be payable

     - the price or prices at which the debt securities will be issued

     - the fixed or variable rate or rates of the debt securities, or manner of
       calculation, if any, at which the debt securities of the series will bear
       interest, the date or dates from which any such interest will accrue and
       on which such interest will be payable, and, with respect to securities
       of the series in registered form, the record date for the interest
       payable on any interest payment date

     - the date or dates on which, and the place or places where, the principal
       of the debt securities will be payable

     - any redemption, repurchase, sinking fund or analogous provisions

                                        30


     - if other than the principal amount thereof, the portion of the principal
       amount that will be payable upon declaration of acceleration of the
       maturity thereof

     - whether we will issue debt securities in registered or bearer form, or
       both

     - the terms upon which a holder may exchange bearer securities for
       securities in registered form and vice versa

     - whether we will issue debt securities in the form of one or more "global
       securities" through the book-entry system of The Depository Trust
       Company, New York, New York

     - whether and under what circumstances we will pay additional amounts on
       the debt securities held by a person who is not a U.S. person in respect
       of taxes or similar charges withheld or deducted and, if so, whether we
       will have the option to redeem those securities rather than pay those
       additional amounts

     - the denominations of the debt securities, if other than $1,000 or an
       integral multiple of $1,000

     - whether the debt securities will be convertible into or exchangeable for
       any other securities and the terms and conditions upon which a conversion
       or exchange may occur, including the initial conversion or exchange price
       or rate, the conversion or exchange period and any other additional
       provisions

                              PLAN OF DISTRIBUTION

     We may sell common shares, preferred shares, warrants and debt securities:

     - through underwriters or dealers

     - through agents

     - directly to one or more purchasers

     - directly to shareholders

     We may effect the distribution of common shares, preferred shares, warrants
and debt securities from time to time in one or more transactions either:

     - at a fixed price or prices which may be changed

     -  at market prices prevailing at the time of sale

     -  at prices relating to those market prices

     -  at negotiated prices

     For each offering of common shares, preferred shares, warrants or debt
securities, the prospectus supplement will describe the plan of distribution.

     If we use underwriters in the sale, they will buy the securities for their
own account. The underwriters may then resell the securities in one or more
transactions at a fixed public offering price, at any market price in effect at
the time of sale or at a discount from any such market price. The obligations of
the underwriters to purchase the securities will be subject to certain
conditions. The underwriters will be obligated to purchase all the securities
offered if they purchase any securities. Any public offering price and any
discounts or concessions allowed or re-allowed or paid to dealers may be changed
from time to time.

     If we use dealers in the sale, we will sell securities to those dealers as
principals. The dealers may then resell the securities to the public at any
market price or other prices to be determined by the dealers at the time of
resale. If we use agents in the sale, they will use their reasonable best
efforts to solicit purchasers for the period of their appointment. If we sell
directly, no underwriters or agents would be involved. We are not making an
offer of securities in any state that does not permit such an offer.

     Underwriters, dealers and agents that participate in the distribution of
securities may be deemed to be underwriters as defined in the Securities Act.
Any discounts, commissions or profit they receive when they resell

                                        31


the securities may be treated as underwriting discounts and commissions under
the Securities Act. We may have agreements with underwriters, dealers and agents
to indemnify them against certain civil liabilities, including certain
liabilities under the Securities Act, or to contribute to payments they may be
required to make.

     We may authorize underwriters, dealers or agents to solicit offers from
institutions in which the institution contractually agrees to purchase the
securities from us on a future date at a specified price. This type of agreement
may be made only with institutions that we specifically approve. These
institutions could include banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. The underwriters, dealers
or agents will not be responsible for the validity or performance of these
agreements.

     To facilitate an offering of the securities, certain persons participating
in the offering may engage in transactions that stabilize or maintain the price
of the securities. This may include over-allotments or short sales of the
securities, which involve the sale by persons participating in the offering of
more securities than we have sold to them. In those circumstances, these persons
would cover the over-allotments or short positions by purchasing securities in
the open market or by exercising an over-allotment option which may be granted
to them by us. In addition, these persons may stabilize or maintain the price of
the securities by bidding for or purchasing securities in the open market or by
imposing penalty bids, under which selling concessions allowed to dealers
participating in the offering may be reclaimed if the securities they sell are
repurchased in stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the securities at a level above
that which might otherwise prevail in the open market. These transactions, if
commenced, may be discontinued at any time.

     Underwriters, dealers or agents may engage in transactions with us and may
perform services for us in the ordinary course of business.

                                 LEGAL OPINIONS

     Sonnenschein Nath & Rosenthal LLP will issue an opinion about the validity
of the securities and EPR's qualification and taxation as a REIT under the Code.
In addition, the description of EPR's taxation and qualification as a REIT under
the caption "U.S. Federal Income Tax Consequences" is based upon the opinion of
Sonnenschein Nath & Rosenthal LLP.

     Underwriters, dealers or agents who we identify in a prospectus supplement
may have their counsel give an opinion on certain legal matters relating to the
securities or the offering.

                                    EXPERTS

     The consolidated financial statements and schedules of Entertainment
Properties Trust as of and for the years ended December 31, 2003 and 2002 have
been incorporated by reference in this registration statement in reliance upon
the report of KPMG LLP, independent accountants, incorporated by reference
herein and upon the authority of that firm as experts in accounting and
auditing.


     Ernst & Young LLP, independent auditors, have audited our consolidated
statements of income, changes in shareholders' equity and cash flows for the
year ended December 31, 2001 included in our annual report on Form 10-K for the
year ended December 31, 2003, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. These financial statements for the year ended December 31, 2001 are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.


     The statement of revenues and certain expenses of New Roc Associates, L.P.
for the year ended December 31, 2002, appearing in our current report on Form
8-K/A, filed on January 12, 2004, were audited by BDO Seidman, LLP, independent
auditors, as stated in their report appearing therein, and have been
incorporated by reference herein in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

                                        32


     The statements of revenues and certain expenses of Courtney Square Limited
Partnership, Oakville Centrum Limited Partnership, Whitby Centrum Limited
Partnership and Kanata Centrum Limited Partnership, respectively, for the year
ended December 31, 2003, appearing in our current report on Form 8-K, filed on
March 15, 2004, were audited by BDO Dunwoody LLP, independent auditors, as
stated in their report appearing therein, and have been incorporated by
reference herein in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

                                        33



                            2,000,000 COMMON SHARES


                                   (EPR LOGO)



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                           PRICE $         PER SHARE

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                                    JPMORGAN


                              RBC CAPITAL MARKETS


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                             PROSPECTUS SUPPLEMENT

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                                APRIL     , 2004