8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of report (Date of earliest event reported) March 14, 2006

                              WINTHROP REALTY TRUST
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             (Exact Name of Registrant as Specified in Its Charter)

                                      Ohio
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                 (State or Other Jurisdiction of Incorporation)

       001-06249                                         34-6513657
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(Commission File Number)                    (I.R.S. Employer Identification No.)

7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts       02114
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(Address of Principal Executive Offices)                              (Zip Code)

                                 (617) 570-4614
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              (Registrant's Telephone Number, Including Area Code)

                                       n/a
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFT|R 230.425)

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

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

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



ITEM 2.01. Completion of Acquisition or Disposition of Assets.

      On March 13 and March 14, 2006, Winthrop Realty Trust (the "Trust") sold a
total of 1,385,000 shares of common stock of Sizeler Property Investors, Inc.
("Sizeler") to three unaffiliated third parties in privately negotiated
transactions. The shares were sold for $14.35 per share for an aggregate
purchase price of $19,874,750. The sale resulted in a gain of approximately
$6,000,000 exclusive of dividends on such shares. After giving effect to the
sale, the Trust continues to hold 374,600 shares of common stock in Sizeler
representing 1.73% of the outstanding common shares of Sizeler.

      In accordance with the terms of the agreement with Sizeler pursuant to
which Michael Ashner, the Trust's chairman and chief executive officer, was
elected to Sizeler's board, Mr. Ashner resigned as a director of Sizeler
effective March 13, 2006.

ITEM 7.01 Regulation FD Disclosure

      On March 14, 2006, the Trust announced the transaction described in Items
2.01 above. A copy of the press release is attached hereto as exhibit 99.1

ITEM 9.01 Financial Statements and Exhibits.

         (c)      Exhibits

         99.1     Press Release dated March 14, 2006



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on this 15th day of March, 2006.

                                                         WINTHROP REALTY TRUST


                                                         By: /s/ Peter Braverman
                                                             -------------------
                                                             Peter Braverman
                                                             President

EX-99.1

                              WINTHROP REALTY TRUST

AT THE COMPANY

Carolyn Tiffany
Chief Operating Officer
(617) 570-4614

                              WINTHROP REALTY TRUST
          ANNOUNCES SALE OF 1,385,000 SHARES OF COMMON STOCK IN SIZELER
                            PROPERTY INVESTORS, INC.

      FOR IMMEDIATE RELEASE - BOSTON, March 14 /PRNewswire-FirstCall/ --
Winthrop Realty Trust (NYSE:FUR), announced today that it has entered into
agreements to sell in privately negotiated transactions 1,385,000 shares of
common stock in Sizeler Property Investors, Inc. ("Sizeler") for an aggregate
purchase price of $19,874,750, resulting in a gain of approximately $6,000,000
exclusive of dividends on such shares. Winthrop Realty Trust continues to hold
374,600 shares of common stock in Sizeler representing 1.77% of the outstanding
common shares of Sizeler.

      In accordance with the terms of the agreement with Sizeler pursuant to
which Michael Ashner, Winthrop Realty Trust's chairman and chief executive
officer, was elected to Sizeler's board, Mr. Ashner resigned as a director of
Sizeler effective immediately.

      Michael Ashner stated "we are pleased with our return on our investment in
Sizeler and wish Sizeler continued success in connection with its exploration of
strategic alternatives."

      Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT)
headquartered in Boston, Massachusetts.

Forward-Looking Statements

      Certain statements contained herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may result in the Company canceling or
terminating the rights offering or standby purchasers failing to agree to
purchase unsubscribed common shares. Further information with respect to the
rights offering and Winthrop can be found in Winthrop's filings with the
Securities and Exchange Commission.