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) August 4, 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
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          (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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
          Audit Report or Completed Interim Review

      Management of Winthrop Realty Trust (the "Trust") has concluded that its
Series B-1 Redeemable Cumulative Convertible Preferred Shares of Beneficial
Interest (the "Series B-1 Shares") were incorrectly classified as equity in the
Trust's unaudited balance sheet as of March 31, 2005, June 30, 2005, September
30, 2005 and March 31, 2006 as set forth in the Trust's Quarterly Reports on
Form 10-Q for such periods and the Trust's audited balance sheet at December 31,
2005 as set forth in the Trust's Annual Report on Form 10-K/A for the year ended
December 31, 2005 (the "Form 10-K/A") and should have been classified as a
liability in accordance with FAS 150 because of the mandatory redemption
provision applicable to the Series B-1 Shares. As a result of the foregoing,
management of the Trust concluded on August 4, 2006 that the Trust should file a
Form 10-K/A for the year ended December 31, 2005 and a Form 10-Q/A for the
quarter ended March 31, 2006 for such periods correcting such classifications;
financial statements for the periods ended March 31, 2005, June 30, 2005 and
September 30, 2005 will be corrected in connection with the filings of Form 10-Q
for the comparable 2006 interim periods. The previously filed financial
statements and related report of our independent auditor should no longer be
relied upon. The Forms 10K/A and 10Q/A are expected to be filed shortly.

      The reclassification has no effect on the Trust's cash flow, cash
available for distribution or its debt covenants under its loan facility. The
reclassification will require that the $5.822 million in placement costs
associated with the issuance of the Series B-1 Shares will be amortized in
interest expense and the dividend payments on the Series B-1 Shares will also be
included in interest expense. As a result, the reclassification will result in a
minor reduction in earnings per share for each quarterly period commencing March
31, 2005 by the amount of the placement cost amortized in such period. The
amount of the reduction per quarter ranges from approximately $.0019 - $.0057
per common share on a fully diluted basis.

      In connection with the restatement of the Trust's balance sheets,
statement of operations and statements of cash flows for the year ended December
31, 2005, and the quarterly period ended March 31, 2006 management has
determined that its internal controls over financial reporting as of December
31, 2005 and March 31, 2006 were not effective due to the existence of a
material weakness in internal control over financial reporting associated with
accounting for the Series B-1 Shares as equity and that management's report on
such internal controls included in the Form 10-K and the related report of our
independent auditor should no longer be relied upon.

      The above conclusions were reached in consultation with the Audit
Committee of the Trust's Board of Trustees. The Chairman of the Trust's Audit
Committee and the Trust's Chief Operating Officer and Chief Financial Officer
have discussed the matters disclosed in this filing with Deloitte & Touche LLP.

Item 9.01. Financial Statements and Exhibits

      (c) Exhibits

            99.1 Press Release dated August 9, 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 9th day of August, 2006.

                                        WINTHROP REALTY TRUST


                                        By: /s/ Michael L. Ashner
                                            ------------------------------------
                                            Michael L. Ashner
                                            Chairman and Chief Executive Officer

EX-99.1

AT THE COMPANY

Carolyn Tiffany
Chief Operating Officer
(617) 570-4614

Winthrop Realty Trust Reclassifies its Series B-1 Preferred Shares for Financial
                               Statement Purposes

      BOSTON, August 9 /PRNewswire-FirstCall/ -- Winthrop Realty Trust (NYSE:
FUR) today announced that management concluded that its Series B-1 Redeemable
Cumulative Convertible Preferred Shares of Beneficial Interest (the "Series B-1
Shares") were incorrectly classified as equity in the Company's unaudited
balance sheet for the quarterly periods since March 31, 2005 and its audited
balance sheet at December 31, 2005 as set forth in the Company's Annual Report
on Form 10-K/A for the year ended December 31, 2005 and should have been
classified as a liability in accordance with FAS 150 because of the mandatory
redemption provision applicable to the Series B-1 Shares.

      The reclassification will have no effect on the Company's cash flow, cash
available for distribution or its debt covenants under its loan facility. It
will, however, require that the $5.822 million in placement costs associated
with the issuance of the Series B-1 Shares be amortized in interest expense and
the dividend payments on the Series B-1 Shares also will be included in interest
expense. The reclassification will result in a minor reduction in earnings per
share for each quarterly period commencing March 31, 2005 by the amount of the
placement cost amortized in such period. The amount of the reduction per quarter
ranges from approximately $.0019 - $.0057 per common share on a fully diluted
basis. Further, the Company's earnings per common share for the six months ended
June 30, 2006 on a basic and diluted basis are $.33 and $.26 instead of the $.34
and $.27 reported in the Company's August 1, 2006 press release. For the three
months ended June 30, 2006 the Company's earnings per share are unchanged by the
reclassification.

      In light of management's determination to reclassify the Series B-1
Shares, management of the Company has concluded that the Company should file
amendments to its Form 10-K/A for the year ended December 31, 2005 and a Form
10-Q/A for the quarter ended March 31, 2006 for such periods correcting such
classifications; financial statements for the periods ended March 31, 2005, June
30, 2005 and September 30, 2005 will be corrected in connection with the filings
of Form 10-Q for the comparable 2006 interim periods. The Company expects to
file such amendments shortly. In addition, as a result of the reclassification,
the Company has filed for an extension of time to file its Quarterly Report on
Form 10Q for the period ended June 30, 2006 with the Securities and Exchange
Commission.

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

      Further details regarding the Company's results of operations, properties
and tenants are available in the Company's Quarterly Report filed on Form 10-Q



for the quarter ended June 30, 2006 which will be filed with the Securities and
Exchange Commission and will be available for download at the Company's website
www.winthropreit.com or at the Securities and Exchange Commission website
www.sec.gov

Forward-Looking Statements

      Certain statements contained in this press release that are
forward-looking are based on current expectations that are subject to a number
of uncertainties and risks, and actual results may differ materially. Further
information about these matters and the risks generally with respect to Winthrop
Realty Trust can be found in Winthrop's Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q filed with the Securities and Exchange Commission.