Mail Stop 4561


					February 13, 2006



Carolyn Tiffany
Chief Operating Officer and Secretary
Winthrop Realty Trust
7 Bulfinch Place, Suite 500
Boston, Massachusetts  02114

Re:	Winthrop Realty Trust
	Registration Statement on Form S-3
	Filed February 6, 2006
	File No. 333-131595


Dear Ms. Tiffany:

      This is to advise you that we have conducted only a limited
review of your registration statement.  Based on that limited
review,
we have the following comments.

General

1. Please note that although the rights offering may be made on
Form
S-3, the standby offering can only be included on Form S-3 if you
are
eligible to make primary offerings under General Instruction
I.B.1.
to the form.  As such, please provide us with your analysis as to
how
you are eligible to use Form S-3 for your standby offering.  We
direct your attention to Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations Number H. 60 for
guidance.  In this regard, we note the disclosure in your Form 10-
K
for the fiscal year ended December 31, 2004 that the aggregate
market
value of your common shares held by non-affiliates was
$65,798,509.

*  *  *  *

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.


	If you have any questions, please call Jeffrey Shady at (202)
551-3471 or me at (202) 551-3495.

      Sincerely,



      Elaine Wolff
      Assistant Director

cc:	Mark I. Fisher, Esq. (via facsimile)
	Katten Muchin Rosenman LLP
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Carolyn Tiffany
Winthrop Realty Trust
February 13, 2006
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