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) November 10, 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Steven Mandis resigned as a trustee of the Winthrop Realty Trust (“Winthrop”) effective November 11, 2008.  Mr. Mandis, who was the trustee elected by the holders of Winthrop’s Series B-1 Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest (the “Preferred Shares”), advised Winthrop that his resignation was due to his no longer being associated with a holder of Preferred Shares and his desire to focus on his other professional commitments.

A press release relating to Mr. Mandis’ resignation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 8.01 Other Events

On November 10, 2008, Winthrop announced that its Board of Trustees had authorized a one for ten reverse stock split with respect to Winthrop’s common shares of beneficial interest, par value $1.00 per share.  On November 11, 2008, Winthrop announced that its Board of Trustees had revised the reverse split ratio from one for ten to one for five.  The reverse split will take effect after the close of the market on Friday, November 28, 2008 with the first post-split trading day to be December 1, 2008.

Press releases relating to the reverse stock split are attached hereto as Exhibit 99.1 and 99.2 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release dated November 10, 2008 relating to the reverse split

99.2 Press Release dated November 11, 2008 relating to the modification of the reverse split ratio

99.3 Press Release dated November 11, 2008 relating to the resignation of Steven Mandis as a trustee.

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 12th day of November, 2008.

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

EX-99.1

Winthrop Realty Trust

TRADED: NYSE: FUR

7 Bulfinch Place, Suite 500

Boston, MA  02114

Contact at Winthrop Realty Trust

Beverly Bergman

Investor or Media Inquiries

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

FOR IMMEDIATE RELEASE

November 10, 2008

WINTHROP REALTY TRUST ANNOUNCES ONE FOR TEN REVERSE STOCK SPLIT

BOSTON, MA – November 10/PRNewswire-FirstCall/ - Winthrop Realty Trust (NYSE:FUR) today announced that its Board of Trustees has approved a reverse split of Winthrop’s common shares of beneficial interest at a ratio of one-for-ten shares, to take effect after the close of the market on Friday, November 28, 2008 with the first post-split trading day to be December 1, 2008. Pursuant to Winthrop’s Declaration of Trust, the reverse split does not require any further action on the part of Winthrop’s Board of Trustees or shareholders.

Michael L. Ashner, Winthrop’s Chairman and Chief Executive Officer stated “Due in part to the low market price of our common shares and the high number of shares outstanding, the Board of Trustees believes it is in the best interests of Winthrop and its shareholders to effect the reverse stock split which should increase the per share price for our common shares which we believe will make our common shares more attractive to a broader range of institutional and other investors as we have been advised that the current market price of our common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public.”

The reverse split will reduce the number of Winthrop’s outstanding common shares from approximately 78.7 million to approximately 7.87 million shares.  No fractional shares will be issued in connection with the reverse stock split.  Cash will be issued in lieu of fractional shares.  The exercise price and the number of shares of common stock issuable under the Company's outstanding options will be proportionately adjusted to reflect the reverse stock split.  The number of shares issuable upon conversion of Winthrop’s Series B-1 preferred shares will be proportionately reduced from approximately 13.4 million to approximately 1.34 million to reflect the reverse stock split and the conversion price will increase to $45.00 from $4.50 per Series B-1 preferred share.

Existing shareholders holding certificates representing Winthrop’s common shares will receive a Letter of Transmittal from Winthrop’s transfer agent with specific instructions regarding the exchange of shares.  Existing shareholders who hold their shares in “street name” need not take any action with respect to the reverse split.  National City Bank is Winthrop’s transfer agent and will act as the exchange agent for the purpose of implementing the exchange of stock certificates in connection with the reverse split.

___________________

Winthrop Realty Trust

TRADED: NYSE: FUR

7 Bulfinch Place, Suite 500

Boston, MA  02114

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.

EX-99.2

Winthrop Realty Trust

TRADED: NYSE: FUR

7 Bulfinch Place, Suite 500

Boston, MA  02114

Contact at Winthrop Realty Trust

Beverly Bergman

Investor or Media Inquiries

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

FOR IMMEDIATE RELEASE

November 11, 2008

WINTHROP REALTY TRUST REVISES REVERSE STOCK SPLIT TO ONE FOR FIVE

BOSTON, MA – November 11/PRNewswire-FirstCall/ - Winthrop Realty Trust (NYSE:FUR) today announced that in view of strong concern raised by shareholders on both sides of the reverse split announced yesterday, its Board of Trustees has reconsidered the issue and revised the ratio of the reverse split of its common shares of beneficial interest from one-for-ten to one-for-five.  The reverse split will take effect after the close of the market on Friday, November 28, 2008 with the first post-split trading day to be December 1, 2008. Pursuant to Winthrop’s Declaration of Trust, the reverse split does not require any further action on the part of Winthrop’s Board of Trustees or shareholders.

Michael L. Ashner, Winthrop’s Chairman and Chief Executive Officer stated “While the reasons weighing in favor of the reverse split remain valid, the Board could not ignore the strong concern and objections raised by a number of our shareholders.  Consequently, we have chosen to modify the terms of the reverse split in order to still achieve the purpose of the reverse split outlined yesterday while also addressing the concerns raised by shareholders.”

The reverse split will reduce the number of Winthrop’s outstanding common shares from approximately 78.7 million to approximately 15.75 million shares.  No fractional shares will be issued in connection with the reverse stock split.  Cash will be issued in lieu of fractional shares.  The exercise price and the number of shares of common stock issuable under the Company's outstanding options will be proportionately adjusted to reflect the reverse stock split.  The number of shares issuable upon conversion of Winthrop’s Series B-1 preferred shares will be proportionately reduced from approximately 13.4 million to approximately 2.68 million to reflect the reverse stock split and the conversion price will increase to $22.50 from $4.50 per Series B-1 preferred share.

Existing shareholders holding certificates representing Winthrop’s common shares will receive a Letter of Transmittal from Winthrop’s transfer agent with specific instructions regarding the exchange of shares.  Existing shareholders who hold their shares in “street name” need not take any action with respect to the reverse split.  National City Bank is Winthrop’s transfer agent and will act as the exchange agent for the purpose of implementing the exchange of stock certificates in connection with the reverse split.

___________________

Winthrop Realty Trust

TRADED: NYSE: FUR

7 Bulfinch Place, Suite 500

Boston, MA  02114

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.

EX-99.3

Winthrop Realty Trust

TRADED: NYSE: FUR

7 Bulfinch Place, Suite 500

Boston, MA  02114

Contact at Winthrop Realty Trust

Beverly Bergman

Investor or Media Inquiries

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

FOR IMMEDIATE RELEASE

November 11, 2008

WINTHROP REALTY TRUST ANNOUNCES THE RESIGNATION OF A TRUSTEE

BOSTON, MA – November 11/PRNewswire-FirstCall/ - Winthrop Realty Trust (NYSE:FUR) announced today that Steven Mandis has resigned as a member of the Company’s Board of Trustees effective today.  Mr. Mandis has served as the trustee nominated by the holders of Winthrop’s Series B-1 preferred shares since February 2005.  His decision to resign was based on his no longer being associated with a holder of Series B-1 preferred shares and his desire to focus on his other professional commitments.

Pursuant to Winthrop’s Certificates of Designation relating to its Series B-1 preferred shares, the holders of the Series B-1 preferred shares have the right, subject to certain conditions, to elect one member to Winthrop’s Board of Trustees.  No replacement for Mr. Mandis has yet been nominated by the holders of the Series B-1 preferred shares.

Mr. Mandis stated “I have tremendous respect for the management and Board of Winthrop.  It has been a pleasure to serve on the Board and work with such committed and talented people.”

Michael L. Ashner, the Chairman and Chief Executive Officer of the Company, stated “We thank Steven for his service to the Company over the past few years and the considerable contributions he has made to the Company as a member of its Board.  With Steven we have experienced a thoughtful, professional individual who always displayed the highest level of integrity.  We wish him success as he pursues new opportunities.”

__________________

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.