ENTERTAINMENT PROPERTIES TRUST
909 Walnut Street, Suite 200
Kansas City, Missouri 64106
May 17, 2011
VIA FACSIMILE AND EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-6010
Attention: Adam F. Turk and Duc Dang
Facsimile: (703) 813-6984
| Re: | Entertainment Properties Trust |
| Request for Acceleration of |
| Registration Statement on Form S-4 |
| File No. 333-173531 |
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, Entertainment Properties Trust, a Maryland real estate investment trust (the “Registrant”), hereby requests that the effective date of the above-captioned registration statement on Form S-4 (the “Registration Statement”) be accelerated so that it will be declared effective at 9:00 A.M., Eastern Time on May 20, 2011, or as soon thereafter as may be practicable.
The Registrant acknowledges that should the Securities and Exchange Commission (the “Commission”) or the Commission’s staff (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement. The Registrant also acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement and the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Registrant understands that the Staff will consider this request as confirmation by the Registrant of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.
| Sincerely, | ||
| Entertainment Properties Trust | ||
| By: | /s/ Gregory K. Silvers | |
| Gregory K. Silvers | ||
| Executive Vice President, Chief Operating Officer, General Counsel and Secretary | ||
| cc: | Craig L. Evans, Stinson Morrison Hecker LLP |
| Jack A. Bowling, Stinson Morrison Hecker LLP |
