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) April 8, 2008

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

                                      Ohio
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                 (State or Other Jurisdiction of Incorporation)

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

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

                                 (617) 570-4614
                                 --------------
              (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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year

      On April 8, 2008, the Board of Trustees of Winthrop Realty Trust
("Winthrop") unanimously adopted a change to ARTICLE II, Section 7 of Winthrop's
bylaws which provides for the maximum age that a person may be to be considered
for nomination to the Board of Trustees of Winthrop. The amendment increased the
age from "more than 80" to "more than 82".

      The full text of the bylaw amendment is attached hereto as Exhibit 3.1 and
is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits


      (c) Exhibits

      3.1 Amendment to Bylaws, adopted April 8, 2008



                                   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 April, 2008.

                                                     WINTHROP REALTY TRUST


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

EX-3.1

                                                                     Exhibit 3.1

Section 7. Qualifications of Nominees - Age.

No nominee for Trustee shall be more than 82 years of age at the time of his
election as Trustee, nor shall any Trustee nominated for a subsequent term be
more than 82 years of age at the time of his election for such subsequent term,
provided that any Trustee may continue to serve the remainder of his term
despite attaining the age of 82 before the expiration of his term.