EXHIBIT 99.4

                     5,220,038 SHARES OF BENEFICIAL INTEREST

                              WINTHROP REALTY TRUST

                          SHARES OF BENEFICIAL INTEREST
                           ($1.00 PAR VALUE PER SHARE)

                      INITIALLY OFFERED PURSUANT TO RIGHTS
                           DISTRIBUTED TO SHAREHOLDERS

To Our Clients:

      Enclosed for your consideration are a Prospectus, dated ______ __, 2006
("Prospectus"), and the Instructions as to Use of Rights Certificates (the
"Instructions") relating to the offering (the "Offering") of up to 5,220,038
Shares of Beneficial Interest, $1.00 par value per share (the "Common Shares"),
of Winthrop Realty Trust (the "Company"), at a price of $______ per share (the
"Subscription Price") pursuant to non-transferable rights ("Rights") distributed
to holders of record of Common Shares and to holders of Series B-1 Cumulative
Redeemable Preferred Shares ("Preferred Shares"), at the close of business on
________ ___, 2006 (the "Record Date").

      As described in the accompanying Prospectus, you will receive one Right
for every 12 Common Shares (or in the case of Preferred Shares, one Right for
every 12 Common Share issuable upon conversion) carried by us in your account as
of the Record Date. Each Right will entitle you to subscribe for and purchase
from the Company one Common Share (the "Basic Subscription") at the Subscription
Price. If you fully exercise the Basic Subscription you will also have the right
(the "Oversubscription Privilege") to subscribe for, at the Subscription Price,
additional Common Shares that have not been purchased through the exercise of
Rights (the "Excess Shares"). If you elect to exercise the Oversubscription
Privilege, you must do so concurrently with your exercise of the Basic
Subscription. If the number of Excess Shares is not sufficient to satisfy all
subscriptions pursuant to the Oversubscription Privilege, the Excess Shares will
be allocated pro rata among those Rights holders exercising the Oversubscription
Privilege. Rights to exercise the Basic Subscription are non-transferable,
except by operation of law.

      If you anticipate that the exercise of your Rights will result in your
beneficially owning in excess of 9.8% of the Company's Common Shares you must
instruct us to request a waiver on your behalf from the 9.8% limitation
contained in the Company's declaration of trust and by-laws by checking box 3 on
your instruction form. The 9.8% limit for a person is computed based on the
outstanding Common Shares, including any Common Shares issuable to that person
upon conversion of preferred shares. For purposes of determining whether you
will need to request a waiver from us, you should assume that there will be
45,638,280 Common Shares outstanding following completion of this offering, plus
common shares issuable upon conversion of any Preferred Shares that you may own.

      The materials enclosed are being forwarded to you as the beneficial owner
of Common Shares or Preferred Shares carried by us in your account but not
registered in your name. Exercises of Rights may only be made by us as the
registered holder of Rights and pursuant to your instructions. Accordingly, we
request instructions as to whether you wish us to elect to subscribe for any
Common Shares to which you are entitled pursuant to the terms and subject to the
conditions set forth in the enclosed Prospectus and Instructions.

      Your instructions to us should be forwarded as promptly as possible to
permit us to exercise Rights on your behalf in accordance with the provisions of
the Offering. The Offering will expire at 5:00 p.m. Eastern Standard Time
on_______ __, 2006, unless extended by the Company (the "Expiration Time"). Once
a Rights holder has properly exercised the Basic Subscription or the
Oversubscription Privilege, such exercise may be revoked until the Expiration
Time. If after instructing us to exercise Rights on your behalf you decide you
want to revoke such exercise, you should so instruct us in writing immediately,
so that we may timely revoke such exercise.

      If you wish to have us, on your behalf, exercise Rights to purchase any
Common Shares to which you are entitled, please so instruct us by completing,
executing and returning to us the instruction form on the reverse side of this
letter.



      IF WE DO NOT RECEIVE COMPLETE WRITTEN INSTRUCTIONS IN ACCORDANCE WITH THE
PROCEDURES OUTLINED IN THE PROSPECTUS, WE WILL NOT EXERCISE YOUR RIGHTS, AND
YOUR RIGHTS WILL EXPIRE WITHOUT VALUE.

      ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE OFFERING SHOULD BE
DIRECTED TO THE INFORMATION AGENT, MACKENZIE PARTNERS, INC., AT (800) 322-2885.



                                  INSTRUCTIONS

      The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the offering of non-transferable
rights ("Rights") to purchase Shares of Beneficial Interest, $1.00 par value per
share (the "Common Shares"), of Winthrop Realty Trust.

      This will instruct you whether to exercise Rights to purchase the Common
Shares and/or Preferred Shares distributed with respect to the Common Shares
held by you for the account of the undersigned, pursuant to the terms and
subject to the conditions set forth in the Prospectus and the related
Instructions as to Use of Rights Certificates.

      1. |_| Please DO NOT EXERCISE RIGHTS for Common Shares.

      2. |_| Please EXERCISE RIGHTS for Common Shares as set forth below:

             Basic Subscription: _________________ x $______ = $_____
                                  (no. of shares)

             Total Basic Subscription Payment Required = $____________

             Payment in the following amount is enclosed: $__________

             Please deduct payment from the following account maintained by you
             as follows:

             Type of Account ____________ Account No. ___________

      AMOUNT TO BE DEDUCTED: $__________

             Oversubscription Privilege: __________________ x $______ = $_____
                                          (no. of shares)

      If, the undersigned has elected to exercise its Oversubscription
Privilege, the undersigned agrees that the record holder will, in its sole
discretion, either deduct such payment from the account of the undersigned
specified above or require the undersigned to remit payment for Common Shares
allocated to it pursuant to the Oversubscription Privilege promptly following
the undersigned's receipt of notification from the record holder as to how many
shares have been allocated to the undersigned pursuant to the Oversubscription
Privilege.

      3. |_| PLEASE REQUEST A WAIVER FROM THE COMPANY'S 9.8% OWNERSHIP
LIMITATION ON BEHALF OF THE UNDERSIGNED.


__________________________________
          Signature(s)

Please type or print name(s) below

__________________________________              Date: ____________________, 2006

__________________________________