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) October 28, 2008

WINTHROP REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Ohio

                                         (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

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

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

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

o 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 October 28, 2008, Winthrop Realty Trust (the “Trust”) acquired in a privately negotiated transaction with an unaffiliated third party 3,500,000 shares of common stock in Lexington Realty Trust (the “Lexington Shares”) at a purchase price of $5.60 per share.

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the acquisition of the Lexington Shares, the Trust obtained non-recourse financing from the seller of the Lexington Shares in a principal amount equal to 50% of the purchase price.  The financing has a term of three years, bears interest at a rate of 3-month LIBOR plus 250 basis points and requires margin calls only at such time as the loan amount equals or exceeds 60% of the value of the shares.  The financing may be accelerated for customary defaults associated with loans of this nature including payment defaults.

ITEM 7.01. Regulation FD Disclosure

On October 28, 2008, the Trust announced the transactions described in Items 2.01 and 2.03 above.  A copy of the press release is attached hereto as exhibit 99.1.

ITEM 8.01. Other Events

On October 29, 2008, the Trust announced that it has acquired 944,000 of its Series B-1 Cumulative Convertible Redeemable Preferred Shares with a liquidation value of $23,600,000 at price of $17,051,000 which represents a 27.75% discount to its liquidation value.  A copy of the press release is attached hereto as exhibit 99.2.

ITEM 9.01. Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release dated October 28, 2008
99.2	Press Release dated October 29, 2008

SIGNATURE

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 3rd day of November, 2008.

WINTHROP REALTY TRUST
By:	/s/ Peter Braverman
	Peter Braverman
	President

EX-99.1

Contact at Winthrop Realty Trust

Beverly Bergman

Investor or Media Inquiries

Phone: (617) 570-4614; e-mail: bbergman@firstwinthrop.com

FOR IMMEDIATE RELEASE

October 28, 2008

WINTHROP REALTY TRUST ACQUIRES 3,500,000 COMMON SHARES OF LEXINGTON REALTY TRUST

BOSTON, MA - October 28/PRNewswire-FirstCall/ - Winthrop Realty Trust (NYSE:FUR) today announced that it had acquired in a privately negotiated transaction 3,500,000 shares of common stock in Lexington Realty Trust at a purchase price of $5.60 per share.  In addition, the seller of the shares has provided to Winthrop non-recourse financing equal to 50% of the purchase price, which financing has a term of three years, bears interest at a rate of 3-month LIBOR plus 250 basis points and requires margin calls only at such time as the loan amount equals or exceeds 60% of the value of the shares.  The settlement of the purchase is expected to occur on or about October 30, 2008.

Michael L. Ashner, the Chairman and Chief Executive Officer of Winthrop stated “It is our view that Lexington’s shares have been significantly oversold by the market.  The three-year non-recourse financing provided at a favorable rate significantly enhances the potential returns on this investment.  In our view, the opportunity presented was consistent with our stated philosophy to pursue deep value and distressed investments.  With the current instability in the real estate equity and debt markets, we anticipate an increase in the frequency of such opportunistic investments.”

____________________

Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts. Additional information on Winthrop Realty Trust is available on its Web site at www.winthropreit.com.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. With the exception of the historical information contained in this news release, the matters described herein contain "forward-looking" statements that involve risk and uncertainties that may individually or collectively impact the matters herein described. These are detailed from time to time in the "Risk Factors" section of Winthrop’s Annual Report of Form 10-K/A for the year ended December 31, 2007, as may be updated or supplemented in Winthrop’s Form 10-Q filings which discuss the factors that could adversely affect Winthrop’s results including, without limitation, (1) the receipt of a trade confirmation and settlement of the trade described above, and (2) the consummation of the financing described above.  Winthrop can provide no assurances that the trade and financing described above will be consummated on the terms described above or at all. Further information relating to Winthrop’s financial position, results of operations, and investor information is also contained in Winthrop’s reports filed with the SEC, which reports are available for download at our website www.winthropreit.com or at the SEC website www.sec.gov.

EX-99.2

Contact at Winthrop Realty Trust

Beverly Bergman

Investor or Media Inquiries

Phone: (617) 570-4614; e-mail: bbergman@firstwinthrop.com

FOR IMMEDIATE RELEASE

October 29, 2008

WINTHROP REALTY TRUST ACQUIRES 27% OF ITS OUTSTANDING SERIES B-1 PREFERRED SHARES AT A DISCOUNT

BOSTON, MA - October 29/PRNewswire-FirstCall/ - Winthrop Realty Trust (NYSE:FUR) today announced that it has acquired 944,000 of its Series B-1 Cumulative Convertible Redeemable Preferred Shares with a liquidation value of $23,600,000 at price of $17,051,000 which represents a 27.75% discount to its liquidation value.  Michael L. Ashner, the Chairman and Chief Executive Officer of Winthrop stated “given the current uncertainty in the marketplace, we believe that, as with our recently announced common share repurchase plan, the acquisition of our preferred shares at a substantial discount is an accretive deleveraging investment which provides a very low risk enhancement to net asset value.”

___________________

Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts.  Additional information on Winthrop Realty Trust is available on its Web site at www.winthropreit.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  With the exception of the historical information contained in this news release, the matters described herein contain “forward-looking” statements that involve risk and uncertainties that may individually or collectively impact the matters herein described.  These are detailed from time to time in the “Risk Factors” section of the Company’s Annual Report of Form 10-K/A for the year ended December 31, 2007, as may be updated or supplemented in the Company's Form 10-Q filings which discuss the factors that could adversely affect the Company's results.  Further information relating to the Company’s financial position, results of operations, and investor information is also contained in the Company’s reports filed with the SEC, which reports are available for download at our website www.winthropreit.com or at the SEC website www.sec.gov.