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 12, 2009

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 8.01 Other Events

Rights Offering

On October 14, 2009, Winthrop Realty Trust (“Winthrop”) announced that it will be distributing on or about October 23, 2009 non-transferable subscription rights to subscribe for and purchase up to an aggregate of 4,974,911 of its Common Shares of Beneficial Interest (“Common Shares”) at price of $9.05 per share to holders of record at the close of the market on October 22, 2009 of its Common Shares and holders of its Series B-1 Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest (“Series B-1 Preferred Shares”).

Pursuant to the rights offering, each holder of Common Shares and Series B-1 Preferred Shares will receive one basic subscription right for every three and one-half common shares owned, or in the case of Series B-1 Preferred Shares, one basic subscription right for every three and one-half common shares issuable upon conversion of such Preferred Shares, as of the record date.  Each basic subscription right will entitle the holder to purchase one common share of beneficial interest.  Shareholders who exercise their rights in full will also be entitled to purchase additional shares pursuant to an oversubscription right to the extent holders do not fully subscribe for their basic subscription rights.  Shareholders will be able to exercise their rights to purchase shares in the rights offering until 5:00 p.m. on November 19, 2009, unless extended for a period not to exceed 30 business days.  If an exercise of rights would result in a shareholder receiving fractional shares, the number of shares issued to such shareholder upon exercise of rights will be rounded down to the nearest whole number.

The foregoing description is qualified in its entirety by reference to the press release issued October 14, 2009, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Series B-1/Series C Preferred Share Conversion

On October 12, 2009, Winthrop provided holders of the Series B-1 Preferred Shares, all of whom are accredited investors as defined in rule 501 of the Securities Act of 1933, as amended, the right, in a private transaction, to convert all or any portion of their Series B-1 Preferred Shares into an equivalent number of newly-issued Series C Cumulative Convertible Preferred Redeemable Preferred Shares (the “Series C Preferred Shares”) to be issued by Winthrop (the “Conversion Offer”).  This right, which expires on October 28, 2009, enables the holders of the Series B-1 Preferred Shares to convert one Series B-1 Preferred Share into one Series C Preferred Share.  The Series C Preferred Shares to be issued in the Conversion Offer, if any, will have substantially the same rights as the Series B-1 Preferred Shares including dividend rate, liquidation preference and mandatory redemption date, but will be junior in right of payment to the Series B-1 Preferred Shares.  However, under the terms of the Series C Preferred Shares, Winthrop will be permitted to issue additional preferred shares which are on par with the Series C Preferred Shares, subject to certain limitations, without the consent of the holders of the Series C Preferred Shares.  Presently, Winthrop is not permitted to issue additional preferred shares which are on par with the Series B-1 Preferred Shares.  Additionally, the initial conversion price of the Series C Preferred Shares will be $14.00, which is a reduction from the $22.50 conversion price on the Series B-1 Preferred Shares.  At present Winthrop has no indication whether any of the holders of the Series B-1 Preferred Shares will elect to exercise their conversion right.

The Series C Preferred Shares are not expected to be listed for trading on any securities exchange or national quotation market.  Each Series C Preferred Share has a $25.00 liquidation preference.

The foregoing description is qualified in its entirety by reference to the press release issued October 14, 2009 which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release dated October 14, 2009

99.2 Form of Rights Certificate

99.3 Form of Instructions as to Use of Rights Certificate

99.4 Form of Notice of Guaranteed Delivery for Rights Certificate

99.5 Form of Letter to Securities Dealers, Commercial Banks, Trust Companies and Other Nominees

99.6 Form of Letter to Clients of Securities Dealers, Commercial Banks, Trust Companies and Other Nominees

99.7 Nominee Holder Certification

99.8 Cover Letter to Shareholders

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 14th day of October, 2009.

WINTHROP REALTY TRUST
By:	/s/ Michael L. Ashner
	Michael L. Ashner
	Chairman and Chief Executive Officer

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

October 14, 2009

WINTHROP REALTY TRUST ANNOUNCES SHAREHOLDER RIGHTS OFFERING AND PREFERRED SHARE CONVERSION OFFER

FOR IMMEDIATE RELEASE – BOSTON, October 14/PRNewswire-FirstCall/ -- Winthrop Realty Trust (NYSE:FUR) announced today that it will be distributing on or about October 23, 2009 non-transferable subscription rights to subscribe for and purchase up to an aggregate of 4,974,911 of its Common Shares of Beneficial Interest (“Common Shares”) at price of $9.05 per share  to holders of record at the close of the market on October 22, 2009 of its Common Shares and holders of its Series B-1 Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest (“Series B-1 Preferred Shares”).  The Company also announced that it has provided to holders of its Series B-1 Preferred Shares the option to convert all or any portion of their Series B-1 Preferred Shares for an equivalent number of newly issued Series C Preferred Shares.

The Rights Offering

Pursuant to the rights offering, each shareholder will receive one basic subscription right for every three and one-half Common Shares owned, or in the case of Series B-1 Preferred Shares, one basic subscription right for every three and one-half Common Shares issuable upon conversion of such Series B-1 Preferred Shares, as of the record date.  Each basic subscription right will entitle the holder to purchase one Common Share.  Shareholders who exercise their rights in full will also be entitled to purchase additional Common Shares pursuant to an oversubscription right to the extent holders do not fully subscribe for their basic subscription rights.  The Common Shares will trade ex-rights on the second trading day prior to the record date.  Shareholders will be able to exercise their rights to purchase Common Shares in the rights offering until November 19, 2009, unless extended for a period not to exceed 30 business days.  If an exercise of rights would result in a shareholder receiving fractional shares, the number of shares issued to such shareholder upon exercise of rights will be rounded down to the nearest whole number.

The executive officers of the Company, together with affiliates of FUR Advisors, the Company’s external advisor, have indicated that they will subscribe for a minimum of 500,000 Common Shares of which 225,000 shares are allocable to Michael L. Ashner, the Company’s Chairman and Chief Executive Officer.  In addition, the Company has granted an ownership waiver to Fairholme Capital Management, L.L.C. on behalf of its investment advisory clients and affiliates, an affiliate of Bruce R. Berkowitz, our former trustee, which permits Fairholme to acquire up to 24% in the aggregate of our outstanding Common Shares on a fully diluted basis.

Winthrop Realty Trust
TRADED: NYSE: FUR

7 Bulfinch Place, Suite 500

Boston, MA  02114

The Company currently has 15,861,231 Common Shares outstanding and will have 20,836,142 Common Shares outstanding following completion of the rights offering assuming the offering is fully subscribed, exclusive of Common Shares to be issued in October under the Company’s dividend reinvestment plan.  Assuming conversion of all of the Series B -1 Preferred Shares at their present exercise price of $22.50, the Company would have 17,412,187 Common Shares outstanding and will have 22,387,098 Common Shares outstanding following completion of the rights offering assuming the offering is fully subscribed and without giving effect to the conversion of any Series B-1 Preferred Shares into Series C Preferred Shares as described below.  Assuming conversion of all of the Series B-1 Preferred Shares into Series C Preferred Shares in connection with the conversion offer described below and subsequent conversion of all Series C Preferred Shares at the initial exercise price of $14.00, the Company would have 23,328,998 Common Shares outstanding following completion of the rights offering assuming the offering is fully subscribed.

The Company reserves the right to cancel or terminate the rights offering at any time prior to the expiration of the rights offering.

The Company intends to use the proceeds of the rights offering for general corporate purposes, which include the acquisition of additional investments.

A prospectus supplement relating to the subscription rights and the Common Shares underlying the rights has been filed with the Securities and Exchange Commission.  A copy of the prospectus supplement relating to the rights offering meeting the requirements of Section 10 of the Securities Act of 1933 and additional materials relating to the rights offering will be mailed to shareholders of the Company shortly after the record date.  Shareholders may also obtain a copy of the prospectus supplement from the Information Agent for the offering, c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10066, (800) 322-2885.

The Preferred Share Conversion Offer

The Company has provided its holders of its Series B-1 Preferred Shares the option to convert all or any portion of their Series B-1 Preferred Shares into an equivalent number of newly issuable Series C Preferred Shares.  The option is presently scheduled to expire on October 28, 2009 and the Company expects to issue the Series C Preferred Shares, if any, on or about November 1, 2009.  The Company has reserved the right to cancel or terminate the Preferred Share Conversion Offer at any time prior to October 28, 2009.  The dividend rate, liquidation value and redemption date of the Series C Preferred Shares are the same as the Series B-1 Preferred Shares.  Among other differences between the Series C Preferred Shares and the Series B-1 Preferred Shares, the terms of the Series C Preferred Shares permit the Company to issue additional preferred shares which are on par with the Series C Preferred Shares, subject to certain limitations, without the consent of the holders of the Series C Preferred Shares.  Presently, the Company is not permitted to issue additional preferred shares which are on par with the Series B-1 Preferred Shares.  Additionally, the initial conversion price of the Series C Preferred Shares will be $14.00, which is a reduction from the $22.50 conversion price on the Series B-1 Preferred Shares.  As a result, each Series C Preferred Share will initially be convertible into 1.786 Common Shares as compared to the each Series B-1 Preferred Share which is presently convertible into 1.111 Common Shares.

Winthrop Realty Trust
TRADED: NYSE: FUR

7 Bulfinch Place, Suite 500

Boston, MA  02114

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, and there shall not be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

__________________

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 SEC reports.  Further information relating to the Company’s financial position, results of operations, and investor information is contained in the Company’s annual and quarterly reports filed with the SEC and available for download at its website www.winthropreit.com or at the SEC website www.sec.gov.

EX-99.2

		Computershare Trust Company, N.A. 250 Royall Street Canton Massachusetts 02021 www.computershare.com
	MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6
			C 1234567890   J N T
			No. of Basic rights:

RIGHTS CERTIFICATE

RIGHTS CERTIFICATE EVIDENCING RIGHTS TO PURCHASE COMMON SHARES OF BENEFICIAL INTEREST ($1.00 par value per Share) OF WINTHROP REALTY TRUST a real estate investment trust organized under the laws of the State of Ohio (the “Company”).

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE PROSPECTUS SUPPLEMENT, DATED OCTOBER 14, 2009 (THE “PROSPECTUS SUPPLEMENT”), OF THE COMPANY AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND THE BASE PROSPECTUS, DATED OCTOBER 13, 2009 ARE AVAILABLE UPON REQUEST FROM COMPUTERSHARE, AS SUBSCRIPTION AGENT (THE “SUBSCRIPTION AGENT”).

THIS RIGHTS CERTIFICATE OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE SUBSCRIPTION AGENT WITH PAYMENT IN FULL BY 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 19, 2009, UNLESS EXTENDED BY THE COMPANY (THE “EXPIRATION TIME”). THE ABILITY OF THE HOLDER HEREOF TO EXERCISE RIGHTS PURSUANT TO THE BASIC SUBSCRIPTION (AS DESCRIBED BELOW) OR TO PURCHASE COMMON SHARES (AS DESCRIBED BELOW) PURSUANT TO THE OVERSUBSCRIPTION PRIVILEGE WILL EXPIRE AT THE EXPIRATION TIME. RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION TIME WILL NO LONGER BE EXERCISABLE AND WILL HAVE NO VALUE. ANY EXERCISE OF RIGHTS PURSUANT TO THE BASIC SUBSCRIPTION AND ANY EXERCISE OF THE OVERSUBSCRIPTION PRIVILEGE ARE REVOCABLE PRIOR TO THE EXPIRATION TIME.

THIS CERTIFIES THAT [__________________________________________] is the registered holder of the number of non-transferable rights set forth above (the “Rights”), each of which entitles such owner to subscribe for and purchase (the “Basic Subscription”) one Common Share of Beneficial Interest, $1.00 par value per share (the “Common Shares”), of the Company upon the terms and subject to the conditions set forth in the Prospectus Supplement and the accompanying Instructions as to Use of Rights Certificates (the “Instructions”). The subscription price for each Right is $9.05 (the “Subscription Price”). Only holders of Common Shares and holders of Series B-1 Cumulative Convertible Redeemable Preferred Shares at the close of business on October 22, 2009 (the “Record Date”) are entitled to exercise Rights pursuant to the Basic Subscription.

The Rights will expire at 5:00 p.m., New York City Time, on November 19, 2009, or such later time and date as the Company may determine in its sole discretion. The Rights are only exercisable upon the terms specified herein, in the Prospectus Supplement and in the Instructions. The Rights are not transferable, except by operation of law. Subject to the conditions set forth in the Prospectus Supplement, the valid exercise of all of the Rights represented by this Rights Certificate shall also entitle the holder thereof to subscribe for and purchase Common Shares not purchased by the other holders of Rights through their exercise of such Rights (the “Oversubscription Privilege”). If a holder elects to exercise the Oversubscription Privilege, such holder must do so concurrently with its exercise of the Basic Subscription.

The holder of this Rights Certificate, as such, shall not be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares which may at any time be issuable upon the exercise hereof, nor shall anything contained herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of trustees or upon any matter submitted to shareholders at any meeting of the Company, or to give or withhold consent to any trust action, or to receive notice of meetings or other actions affecting shareholders, or otherwise, until all or a portion of the Rights evidenced by this Rights Certificate have been exercised, payment in full of the Subscription Price for the Common Shares subscribed for has been made, all necessary documentation has been received by the Company and the Common Shares have been issued.

The Rights represented by this Rights Certificate may be executed by completing the appropriate sections on the reverse side hereof and by returning the full payment for the shares subscribed for under the Basic Subscription (the “Basic Subscription Payment”) in accordance with the Instructions.

Holder ID	COY	Class	Rights Qty Issued	Rights Cert #
123456789	XXXX	Subscription Rights	XXX.XXXXXX	12345678

Signature of Owner Signature of Co-Owner (if more than one registered holder listed) Date (mm/dd/yyyy)

1 2 3 4 5 6 7 8  C L SX R T 2C O Y C1 2 3 4 5 6 . 7 8

001CD40006013SCI

BOX 1 — BASIC SUBSCRIPTION EXERCISE

TO EXERCISE THE BASIC SUBSCRIPTION, complete this Box 1 and Box 4 below and return this Rights Certificate, with the Basic Subscription Payment, to Computershare at the address set forth in Section 4.

Number of Rights Exercised: _____________________________

Payment due on exercise of the Basic Subscription is number of Rights exercised above x $9.05 = $______________________

o Check here if Rights are being exercised pursuant to a Notice of Guaranteed Delivery delivered to the Subscription Agent prior to the Expiration Time and complete the Notice of Guaranteed Delivery provided with the Prospectus Supplement.

Method of Payment (check one):

o Uncertified Check. Please note that funds paid by uncertified personal check may take at least five business days to clear. If your funds do not clear your bank before Expiration Time, your request for shares will not be accepted.

o Certified Check or Bank Check drawn on a U.S. bank or Money Order payable to Computershare.

If the amount enclosed or transmitted is not sufficient to fulfill the Basic Subscription Payment for all Common Shares, or if the number of Common Shares being subscribed for is not specified, the number of Common Shares subscribed for will be assumed to be the maximum number that could be subscribed for upon payment of such amount. If the amount enclosed or transmitted exceeds the aggregate Subscription Price for all Common Shares that the undersigned has the right to purchase pursuant to the Basic Subscription (the “Subscription Excess”), the Subscription Agent shall return the Subscription Excess to the subscriber without interest or deduction.

BOX 2 — OVERSUBSCRIPTION PRIVILEGE EXERCISE

TO EXERCISE THE OVERSUBSCRIPTION PRIVILEGE, complete this Box 2 as well as Boxes 1 and 4 and, if applicable, Box 3. You may not exercise the Oversubscription Privilege unless you have satisfied the conditions set forth in the Prospectus Supplement and exercised your Basic Subscription in full or, in the case of securities held in street name, the particular beneficial owner has exercised its Basic Subscription in full. (The actual number of Common Shares available for purchase will depend upon the number of Rights exercised by all holders pursuant to the Basic Subscription and the other shareholders exercising the Oversubscription Privilege, and is subject to proration and reduction as described in the Prospectus Supplement.)

Number of Common Shares Subscribed for under Oversubscription Privilege: _______________*

Payment for shares subscribed to under the Oversubscription Privilege is not due until five business days after notification of how many shares have been allocated to you under the Oversubscription Privilege. At such time, you will be obligated to deliver payment equal to the number of Common Shares subscribed for that are allocated to you under the Oversubscription Privilege x $9.05 per Common Share.

* Subject to proration and reduction by the Company under certain circumstances as described in the Prospectus Supplement.

BOX 3 — 9.8% WAIVER REQUEST

If you anticipate that the exercise of your Rights will result in your beneficially owning in excess of 1,550,000 of the Company’s common shares you must request a waiver from the 9.8% limitation contained in the Company’s declaration of trust and by-laws by checking this box*:

* Please see the Instructions for guidance on determining whether you will need to request a waiver.

BOX 4 — SIGNATURE, PAYMENT INSTRUCTIONS; REPRESENTATIONS AND WARRANTIES AND CERTIFICATIONS

Payment in Full for All Common Shares Subscribed for under Section 1 Must Accompany this Rights Certificate

Total payment due under Section 1 = $_______________.

I hereby represent, warrant and certify that (i) I have been provided with a copy of each of the Prospectus Supplement, Base Prospectus and the Instructions, (ii) I hereby subscribe for the number of Common Shares indicated in Boxes 1 and 2 on the terms and conditions set forth in the Prospectus Supplement and in the Instructions, (iii) I hereby tender the aggregate Basic Subscription Payment, and (iv) I hereby agree to pay for all shares allocated to me under the Oversubscription Privilege within five business days following the notification informing me how many shares that I subscribed for under Box 2 have been allocated to me.

I understand that my Rights will be deemed exercised only when, subject to certain conditions described in the Prospectus Supplement, a properly completed and duly executed Rights Certificate and payment of the full Basic Subscription Payment with respect to such exercise have been received by the Subscription Agent.

IMPORTANT - RIGHTS HOLDERS SIGN HERE

Authorized Signature(s) of Subscriber(s): 

Print Name(s): 

Address: 

(Including Zip Code)

Telephone Number(s): (_____) __________________; (_____) __________________

(Must be signed by the Rights Holder(s) exactly as name(s) appear(s) on this Rights Certificate. If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting as a fiduciary or representative capacity, please provide the following information. See Instructions.)

Authorized Signature(s): 

Print Name(s): 

Capacity: 

Address: 

(Including Zip Code)

Telephone Number(s): (_____) __________________; (_____) __________________

Please mail or deliver check or money order payable to Computershare, for the aggregate Basic Subscription Payment due to the Subscription Agent at the appropriate address below:

If by mail:   Computershare Attn: Corporations Actions P.O. Box 43011 Providence, RI 02940-3011    If by registered, certified, express mail or overnight delivery:   Computershare Attn: Corporate Actions 250 Royall Street Suite V Canton, MA 02021

If you have any questions, please call our Information Agent, MacKenzie Partners, Inc., toll free at (800) 322-2882 or (212) 929-5500 (collect) or via email at rightsoffering@mackenziepartners.com.

BOX 5 — DELIVERY INSTRUCTIONS

(Fill out ONLY if delivery is to be made to an address not shown on the face of this Rights Certificate.)

Name(s):  

Address:  

Special Guarantee Medallion

________________________________________________________________________________
(Title of Officer Signing this Guarantee)

________________________________________________________________________________
(Name of Guarantor – Please Print)

________________________________________________________________________________
(Address of Guarantor Firm)

________________________________________________________________________________

________________________________________________________________________________

Acceptance or rejection by the Company of the subscription specified on this Rights Certificate shall be effective in accordance with the terms set forth in the Prospectus Supplement and the Instructions. Exercise of the Rights represented hereby shall not be deemed complete, the registered holder of the Rights whose name is inscribed hereon shall have no binding right to become the legal or beneficial owner of Common Shares issuable upon exercise of the Rights evidenced hereby, unless and/or until (i) the Expiration Time occurs and (ii) the other conditions to exercise described in the Prospectus Supplement and the Instructions are satisfied. All questions concerning the timeliness, validity, form and eligibility of any exercise of Rights will be determined by the Company, whose determination shall be final and binding.

Please complete all applicable information and return to: COMPUTERSHARE TRUST COMPANY, N.A.

By First Class Mail:
Computershare Trust Company, N.A., Corporate Actions Voluntary Offer, P.O. Box 43011, Providence, RI 02940-3011

By Express Mail or Overnight Delivery:
Computershare Trust Company, N.A., Corporate Actions Voluntary Offer, 250 Royall Street, Suite V, Canton, MA 02021

DELIVERY OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.

EX-99.3

WINTHROP REALTY TRUST

INSTRUCTIONS AS TO USE OF

RIGHTS CERTIFICATES

___________________

CONSULT YOUR BANK OR BROKER,

IF YOU HAVE ANY QUESTIONS AFTER READING THESE INSTRUCTIONS

___________________

The following instructions relate to the rights offering (the "Offering") by Winthrop Realty Trust, a real estate investment trust organized under the laws of the State of Ohio (the "Company"), made to the holders ("Holders") of the Company's outstanding Common Shares of Beneficial Interest, $1.00 par value per share (the "Common Shares") and holders of the Company's Series B-1 Cumulative Convertible Redeemable Preferred Shares ("Preferred Shares"), as described in the Company's Prospectus Supplement dated October 14, 2009 (the "Prospectus Supplement").  Holders of record (the "Record Date Holders") of Common Shares or Preferred Shares at the close of business on October 22, 2009 (the "Record Date") are each receiving one non-transferable subscription right (each a "Right") for every three and one-half Common Shares held on the Record Date or, in the case of holders of Preferred Shares, a Right for every three and one half Common Shares issuable upon conversion on the Record Date.  Each Right entitles the holder thereof (the "Rights Holder") to subscribe for and purchase from the Company one Common Share (the "Basic Subscription") at the subscription price of $9.05 (the "Subscription Price").  No fractional Rights or cash in lieu thereof will be distributed or paid by the Company.  An aggregate of up to 4,974,911 Common Shares (the "Underlying Shares") will be distributed in connection with the Offering.

Subject to the proration and possible reduction described below, each Right also entitles any Record Date Holder exercising in full the Basic Subscription the right to subscribe for additional Common Shares that have not been purchased through the exercise of Rights (the "Oversubscription Privilege").  The Oversubscription Privilege is not transferable.  If the Record Date Holder elects to exercise the Oversubscription Privilege, such Record Date Holder must do so concurrently with the exercise of the Basic Subscription.  If the Underlying Shares that are not subscribed for through the Basic Subscription (the "Excess Shares") are not sufficient to satisfy all subscriptions pursuant to the Oversubscription Privilege, the Excess Shares will be allocated pro rata (subject to the elimination of fractional shares) among those Record Date Holders exercising the Oversubscription Privilege in proportion to the number of Common Shares purchased by holders pursuant to their Basic Subscription.

The Subscription Price is payable in cash.  See "THE RIGHTS OFFERING - Subscription Price" in the Prospectus Supplement.

The Rights will expire at 5:00 p.m. Eastern Standard Time on November 19, 2009, or such later time and date as the Company may determine in its sole discretion (the "Expiration Time").

The number of Rights to which you are entitled is printed on the face of your Rights Certificate.  You should indicate your wishes with regard to the exercise of your Rights by completing the appropriate form or forms on the Rights Certificate and returning the Rights Certificate to Computershare, the subscription agent (the "Subscription Agent"), in the envelope provided. You may revoke your subscription exercise at any time until the Expiration Time.

YOUR RIGHTS CERTIFICATE OR NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE SUBSCRIPTION AGENT AND PAYMENT OF THE SUBSCRIPTION PRICE FOR SHARES SUBSCRIBED FOR UNDER THE BASIC SUBSCRIPTION INCLUDING FINAL CLEARANCE OF ANY UNCERTIFIED CHECKS MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, AT OR BEFORE 5:00 P.M. EASTERN TIME ON NOVEMBER 19, 2009 YOU MAY NOT REVOKE ANY EXERCISE OF A RIGHT PURSUANT TO THE BASIC SUBSCRIPTION OR THE EXERCISE OF THE OVERSUBSCRIPTION PRIVILEGE.

SUMMARY INSTRUCTIONS

AS TO USE OF RIGHTS CERTIFICATE

To exercise your subscription rights, you must complete and deliver to the Subscription Agent the Rights Certificate included in this package on or before the November 19, 2009 expiration date of the rights offering (unless we extend the expiration date).  Set forth below is a summary of instructions for filling out the various boxes contained on the back of the Rights Certificate:

Box 1 (to be completed if you desire to exercise your rights)

Box 1 · If you would like to exercise your Basic Subscription rights, please fill in the number of rights that you would like to exercise on the first line in Box 1 and fill in the aggregate purchase price for the shares issuable with respect to exercised rights on the second line.  You may exercise the number of rights, and thereby purchase a number of shares, shown on the front side of Rights Certificate or such lesser amount as you may desire.  The aggregate purchase price for your exercise of Basic Subscription rights equals the number you have inserted on the first line, multiplied by $9.05.

· Check the first box included in Box 1 if you are going to be exercising your rights pursuant to a Notice of Guaranteed Delivery because you are concerned that your rights certificate might not properly reach the Subscription Agent prior to the expiration time of the rights offering.

· Please, check the appropriate box to indicate your method of payment which should be made at the time you return the completed rights certificate.

Box 2 (to be completed only if you desire to exercise oversubscription rights)

Box 2 · If you have fully exercised your basic subscription rights and you would like to exercise the oversubscription privilege, please insert the number of additional shares that you would like to subscribe for in the line provided.  You may subscribe for any number of additional shares at a subscription price of $9.05 per share. You do not need to send in payment for oversubscription shares until we inform you how many shares have been allocated to you.

Box 3 (to be completed only if the total number of shares for which you subscribe, when added to what you currently own, will exceed 1,550,000)

Box 3 · If you are exercising your Oversubscription Privilege and you anticipate that your exercise of Subscription Rights will result in your beneficially owning more than 1,550,000 Common Shares, please check the box so that we can arrange to enter into an Ownership Waiver Agreement with you and grant you a waiver from the 9.8% ownership limitation contained in our bylaws.

Box 4 (to be completed by all subscribers)

Box 4 ·· Insert in blank same dollar amount as you inserted in Box 1

· Sign and complete requested information

Box 5 (to be completed only if you want your stock certificates delivered to a different address than the address to which the rights certificate was sent)

Box 5 · Please fill out Box 5 if you would like to have the shares that you subscribe for delivered to an address not shown on the face of the rights certificate. In that event, your signature in Box 5 must be medallion guaranteed by an Eligible Institution.

Please return your completed rights certificate to the Subscription Agent, Computershare, using the pre-addressed envelope included in your offering materials.

If you have any questions, please call our Information Agent, MacKenzie Partners, Inc., at (800) 322-2885.

_________________

Additional information relating to the rights certificate is set forth on the following pages.

1.           SUBSCRIPTION PRIVILEGES.

To Exercise Rights.  To exercise your Rights and the Oversubscription Privilege, complete Boxes 1, 2 and 4 of your Rights Certificate (and, if applicable, Box 3 and/or Box 5 thereof) and send to the Subscription Agent your properly completed and executed Rights Certificate together with payment in full of the Subscription Price for each Underlying Share subscribed for pursuant to the Basic Subscription.  Payment for shares subscribed for pursuant to the Oversubscription Privilege is not due until five business days following notification of how many shares have been allocated to you under the Oversubscription Privilege.  Payment of the Subscription Price must be made by check, bank draft, or postal, telegraphic or express money order, in each case, payable to Computershare, as Subscription Agent.  The Subscription Price will be deemed to have been received by the Subscription Agent only upon (i) clearance of any uncertified check or (ii) receipt by the Subscription Agent of any certified check or cashier's check, or of any postal, telegraphic or express money order.  IF PAYING BY AN UNCERTIFIED CHECK, PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY TAKE AT LEAST FIVE (5) BUSINESS DAYS TO CLEAR.  ACCORDINGLY, RIGHTS HOLDERS WHO WISH TO PAY THE SUBSCRIPTION PRICE BY MEANS OF AN UNCERTIFIED CHECK ARE URGED TO MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF THE EXPIRATION TIME TO ENSURE THAT SUCH PAYMENT IS RECEIVED AND CLEARS BEFORE THE EXPIRATION TIME AND ARE URGED TO CONSIDER IN THE ALTERNATIVE, PAYMENT BY MEANS OF A CERTIFIED OR CASHIER’S CHECK, MONEY ORDER.

If you have not indicated the number of Rights being exercised, or if you have not forwarded full payment of the Subscription Price for the number of Rights that you have indicated are being exercised, then you will be deemed to have exercised the Basic Subscription with respect to the maximum number of Rights which may be exercised for the aggregate payment delivered by you and, to the extent that the aggregate payment delivered by you exceeds your maximum aggregate Basic Subscription price, such excess amount will be returned to you by the Subscription Agent.

To Exercise Rights through a Nominee .  If you wish to have your bank, broker or other nominee exercise some or all of your Rights, you must fill out the instructions form on the reverse side of the enclosed form letter providing clear direction as to how many Rights are to be exercised.  Banks, brokers and other nominees who exercise the Subscription Rights on behalf of the beneficial  owners of Rights must complete the appropriate Sections of their Rights Certificate(s), deliver the Rights Certificate(s) to the Subscription Agent and comply with all other applicable provisions contained in the Prospectus Supplement, including without limitation, those described under “ THE RIGHTS OFFERING – Notice to Beneficial Holders”.

To Exercise Rights if Rights Certificate Might Not Properly Reach the Subscription Agent Prior to the Expiration Time .  You may cause a written guarantee substantially in the form delivered with the Prospectus Supplement (the "Notice of Guaranteed Delivery") from a member firm of an approved Signature Guarantee Medallion Program or an institution described in the Prospectus Supplement (an "Eligible Institution"), to be received by the Subscription Agent at or prior to the Expiration Time; payment in full of the applicable Basic Subscription Price may be made separately as long as said payment is also received by the Subscription Agent at or prior to the Expiration Time.  Such Notice of Guaranteed Delivery must state your name, the number of Rights represented by your Rights Certificate and the number of Underlying Shares being subscribed for pursuant to the Basic Subscription and the number of Underlying Shares being subscribed for, if any, pursuant to the Oversubscription Privilege, and the Eligible Institution must guarantee the delivery to the Subscription  Agent of your properly completed and executed Rights Certificate evidencing those Rights within three (3) New York Stock Exchange trading days ("Trading Days"), following the date of the Notice of Guaranteed Delivery.  If this procedure is followed, your Rights Certificate must be received by the Subscription Agent within three (3) Trading Days following the date of the Notice of Guaranteed Delivery relating thereto.  Additional copies of the Notice of Guaranteed Delivery may be obtained upon request from the Subscription Agent.

2.           9.8% WAIVER REQUEST

If you anticipate that the exercise of your Rights will result in your beneficially owning more than 1,550,000 of the Company’s common shares you must request a waiver from the 9.8% limitation contained in the Company’s declaration of trust and by-laws by checking this box labeled “9.8 Waiver Request” in Box 3 of the Rights Certificate.  The 9.8% limit for a person is computed based on the outstanding common shares, including any common shares issuable to that person upon conversion of preferred shares.

3.           THE SUBSCRIPTION AGENT

You should mail or deliver checks and completed rights subscription certificates to the Subscription Agent at:

If by mail:	If by registered, certified or express mail or overnight delivery:
Computershare	Computershare
Attn: Corporations Actions	Attn: Corporate Actions
P.O. Box 43011	250 Royall Street  Suite V
Providence, RI 02940-3011	Canton, MA 02021

4.           ISSUANCE AND DELIVERY OF STOCK CERTIFICATES, ETC.

The issuance and delivery of Underlying Shares that you subscribe for will be made to you at the address shown on the face of your Rights Certificate unless you provide special delivery instructions to the contrary by completing Box 5 of your Rights Certificate.  Box 5 must be guaranteed by an Eligible Institution.

Subject to satisfaction of the conditions described in the Prospectus Supplement and in the Rights Certificate, the Subscription Agent will issue and mail in accordance with the instructions of the exercising Rights Holder, a certificate representing Underlying Shares purchased pursuant to the valid exercise of Basic Subscription Rights, as soon as practicable after the Expiration Time.  Certificates representing the over-subscription shares will be delivered as soon as practicable after the expiration of the subscription period and after the Company has (1) made such prorations as may be necessary in the event the over-subscription requests exceed the number of remaining available shares in the rights offering, (2) notified over-subscribing rights holders as to how many (if any) shares have been allocated to them pursuant to the Oversubscription Privilege and (3) received payment for such over-subscription shares from over-subscribing holders.  See "THE RIGHTS OFFERING – Issuance of Shares Certificates” in the Prospectus Supplement.

5.           SIGNATURES

The signature on the Rights Certificate must correspond with the name of the Rights Holder exactly as it appears on the  face of the Rights Certificate without any alteration or change whatsoever.  Persons who sign the Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing.

6.           REVOCATION

Any Rights Holder that has exercised its subscription rights may revoke such exercise prior to the Expiration Time.  In order to effect such a revocation, a written or facsimile transmission notice of revocation must be received by the Subscription Agent, at its address set forth above, prior to the Expiration Time.  Any such notice of revocation must (i) specify the name of the person who has exercised the Rights being revoked, (ii) identify the rights certificate(s) for which a subscription exercise is being revoked (including the certificate number or numbers and the number of Common Shares for which such rights certificate(s) may be exercised) and (iii) be signed by the holder in the same manner as the original signature on the rights certificate(s) previously tendered.  All questions as to the validity, form and eligibility (including time of receipt thereof) of such notices will be determined by the Company in its sole discretion, which determination shall be final and binding on all parties.  Any rights certificate for which a right of exercise has been revoked will be deemed not to have been validly tendered for purposes of the Offering and no Common Shares will be issued with respect thereto unless such rights certificate is validly retendered.  Properly revoked rights certificates may be retendered by following the proper procedures at any time prior to the Expiration Time.

7.           METHOD OF DELIVERY

The method of delivery of Rights Certificates and payment of the Subscription Price to the Subscription Agent will be at your election and risk, but, if sent by mail, you are urged to send such materials by registered mail, properly insured, with return receipt requested, and are urged to allow a sufficient number of days to ensure delivery to the Subscription Agent and, if you are paying by uncertified check, the clearance of payment of the Subscription Price prior to the Expiration Time.  Because uncertified checks may take at least five (5) business days to clear, you are strongly urged to consider payment by means of certified check, cashier's check, money order.

8.           LOST, STOLEN, DESTROYED OR MUTILATED RIGHTS CERTIFICATES

Upon receipt by the Company and the Subscription Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity and/or security satisfactory to them, in their sole discretion, and reimbursement to the Company and the Subscription Agent of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Rights Certificate, if mutilated, the Subscription Agent will make and deliver a new Rights Certificate of like tenor to the registered Rights Holder in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.  If required by the Company or the Subscription Agent, an indemnity bond must be sufficient in the judgment of each party to protect the Company, the Subscription Agent or any agent thereof from any loss which any of them may suffer if a lost, stolen, destroyed or mutilated Rights Certificate is replaced.  Upon request, the Subscription Agent will deliver to a Rights Holder an Affidavit of Lost, Stolen, Destroyed or Mutilated Rights Certificates, to be executed by the Rights Holder and returned to the Subscription Agent.

9.           SPECIAL PROVISIONS RELATING TO THE DELIVERY OF RIGHTS THROUGH THE DEPOSITORY TRUST COMPANY

In the case of Rights that are held of record through The Depository Trust Company ("DTC"), exercises of the Basic  Subscription and the Oversubscription Privilege may be effected by instructing DTC to transfer Rights  from the DTC account of the Rights Holder to the DTC account of the Subscription Agent, together with payment of  the Subscription Price for (A) each Underlying Share subscribed for pursuant to the Basic Subscription and (B) within 5 business days after notification of how many Oversubscription Shares have been allocated to you, the number of Excess Shares allocated to you pursuant to the Oversubscription Privilege.

10.           TRANSFER TAXES

Except for certain fees charged by the Subscription Agent that will be paid by the Company, all fees and other expenses (including transfer taxes) incurred in connection with the exercise of Rights will be for the account of the Rights Holder, and none of such fees or expenses will be paid by the Company or the Subscription Agent.

11.           IRREGULARITIES.

All questions concerning the timeliness, validity, form and eligibility of any exercise of Rights will be determined by the Company, whose determinations will be final and binding.  The Company, in its sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as it may determine, or reject the purported exercise of any Right.  Rights Certificates will not be deemed to have been received or accepted until all irregularities have been waived or cured within such time as the Company determines, in its sole discretion.  Neither the Company nor the Subscription Agent will be under any duty to give notification of any defect or irregularity in connection with the submission of Rights Certificates or incur any liability for failure to give such notification.  The Company reserves the right to reject any exercise if such exercise is not in accordance with the terms of the Offering or not in proper form or if the acceptance thereof or the issuance of the Common Shares pursuant thereto could be deemed unlawful.

12.           INFORMATION AGENT

If you have any questions or need assistance concerning the procedure for exercising subscription rights, or if you would like additional copies of the Prospectus Supplement and the base Prospectus, you should contact the Information Agent at the following address and telephone number:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

E-mail: rightsoffering@mackenziepartners.com

or

CALL TOLL-FREE (800) 322-2885

EX-99.4

NOTICE OF GUARANTEED DELIVERY

FOR

SUBSCRIPTION RIGHTS CERTIFICATES ISSUED

BY WINTHROP REALTY TRUST

This form, or one substantially equivalent hereto, must be used to exercise Rights pursuant to the Rights Offering described in the Prospectus Supplement dated October 14, 2009 (the "Prospectus Supplement") of Winthrop Realty Trust an Ohio corporation ("Winthrop"), if a holder of Rights cannot deliver the certificate(s) evidencing the Rights (the "Subscription Rights Certificate(s)"), to the Subscription Agent listed below (the "Subscription Agent") at or prior to 5:00 p.m., New York City time, on November 19, 2009, unless such time is extended by Winthrop (as it may be extended, the "Expiration Date") as described in the Prospectus Supplement. Such form must be delivered or sent by facsimile transmission, first class mail or overnight courier to the Subscription Agent, and must be received by the Subscription Agent on or prior to the Expiration Date. See "The Rights Offering—How to Exercise Your Rights" in the Prospectus Supplement.

Payment of the Subscription Price of $9.05 per share for each share of Winthrop's common shares subscribed for upon exercise of such Rights must be received by the Subscription Agent in the manner specified in "The Rights Offering—How to Exercise Your Rights" in the Prospectus Supplement at or prior to 5:00 p.m., New York City time, on the Expiration Date even if the Subscription Rights Certificates(s) evidencing such Rights is (are) being delivered pursuant to the Guaranteed Delivery Procedures thereof. See "The Rights Offering--How to Exercise Your Rights" in the Prospectus.

The Subscription Agent is: Computershare

If by mail:	If by registered, certified or express mail or overnight delivery:
Computershare	Computershare
Attn:  Corporations Actions	Attn:  Corporations Actions
P.O. Box 43011	250 Royall Street  Suite V
Providence, RI 02940-3011	Canton, MA 02021

Delivery to an address other than the addresses listed above will not constitute valid delivery.

DELIVERY OR TRANSMISSION OF THIS INSTRUMENT OTHER THAN ASSET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

If you have any questions or require additional copies of relevant documents please contact the Information Agent, MacKenzie Partners, Inc., at:

105 Madison Avenue

New York, New York 10016

Call Collect: (212) 929-5500

or

Toll Free:  (800) 322-2885 or via email at rightsoffering@mackenziepartners.com

Ladies and Gentlemen:

The undersigned hereby represents that the undersigned is the holder of Subscription Rights Certificates(s) representing Rights and that such Subscription Rights Certificates(s) cannot be delivered to the Subscription Agent at or before 5:00 p.m., New York City time, on the Expiration Date.  Upon the terms and subject to the conditions set forth in the Prospectus Supplement, receipt of which, together with the base Prospectus dated October 13, 2009, is hereby acknowledged, the undersigned hereby elects to exercise (i) the Basic Subscription Privilege to subscribe for the number of Common Shares listed below pursuant to the Rights represented by such Subscription Rights Certificates(s) and (ii) the Over-Subscription Privilege relating to such Rights, to the extent that Common Shares that are not otherwise purchased pursuant to the exercise of Rights (the "Excess Shares") are available therefor, for an aggregate of up to the number of Excess Shares listed below Excess Shares, subject to availability and pro ration.

_________________________________________	____________________________________________
Number of Excess Shares Under Basic Subscription Privilege	Number of Excess Shares  Under Oversubscription Privilege

The undersigned understands that payment of the Subscription Price of $9.05 per share for each Common Share subscribed for pursuant to the Basic Subscription Privilege must be received by the Subscription Agent at or before 5:00 p.m., New York City time, on the Expiration Date and represents that such payment, in the aggregate amount of $___________________ (fill in aggregate Basic Subscription amount and check appropriate box):

[   ] is being delivered to the Subscription Agent herewith;

or

[   ] has been delivered separately to the Subscription Agent in the manner set forth below (check appropriate box and complete information relating thereto):

Name of transferor institution: _____________________________________

Date of transfer: ________________________________________________

Confirmation number (if available): __________________________________

[   ] Uncertified check (Payment by uncertified check will not be deemed to have been received by the Subscription Agent until such check has cleared.  Holders paying by such means are urged to make payment sufficiently in advance of the Expiration Date to ensure that such payment clears by such date.)

[   ] Certified check

[   ] Bank draft (cashier's check)

[   ] Money order

Name of maker: ________________________________________________

Date of check, draft or money order: ________________________________                   

Check, draft or money order number: ________________________________

Bank or other institution on which check is drawn or issuer of money order: ________________

Signature(s) _________________________________ Address ______________________

Name(s) _________________________ _______________________ (Please type or print)

Area Code and Tel. No.(s) __________________________________

Subscription Rights Certificates No(s). (if available)_______________________

GUARANTEE OF DELIVERY

(Not To Be Used For Subscription Rights Certificates Signature Guarantee)

The undersigned, a member firm of the New York Stock Exchange, or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees that the undersigned will deliver to the Subscription Agent the certificates representing the Rights being exercised hereby, with any required signature guarantee and any other required documents, all within three (3) business days after the date hereof.

_________________________________	_________________________________
(Name of Firm)	Date
_________________________________	_________________________________
(Area Code and Telephone Number)	(Authorized Signature)

The institution that completes this form must communicate the guarantee to the Subscription Agent and must deliver the Subscription Rights Certificates(s) to the Subscription Agent within the time period shown in the Prospectus Supplement of Winthrop Realty Trust dated October 14, 2009.  Failure to do so could result in a financial loss to such institution.

EX-99.5

WINTHROP REALTY TRUST

SHARES OF BENEFICIAL INTEREST

($1.00 PAR VALUE PER SHARE)

OFFERED PURSUANT TO RIGHTS DISTRIBUTED TO RECORD

SHAREHOLDERS OF WINTHROP REALTY TRUST

TO SECURITIES DEALERS, COMMERCIAL BANKS,

TRUST COMPANIES AND OTHER NOMINEES:

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering (the "Rights Offering") by Winthrop Realty Trust ("Winthrop") of Common Shares (as such term is defined below), pursuant to non-transferable subscription rights (the "Rights") distributed to all holders of record ("Recordholders") of its common shares of beneficial interest, par value $0.01 per share ("Common Shares"), and Series B-1 Cumulative Convertible Redeemable Preferred Shares ("Preferred Shares") at the close of business on October 22, 2009 (the "Record Date").  The Rights are described in Winthrop's Prospectus Supplement dated October 14, 2009 (the "Prospectus Supplement").

In the Rights Offering, Winthrop is offering an aggregate of 4,974,911 Common Shares, as described in the Prospectus Supplement.

The Rights will expire, if not exercised, at 5:00 p.m., New York City time, on November 19, 2009, unless extended in the sole discretion of Winthrop (as it may be extended, the "Expiration Date").

Each Right allows the holder thereof to subscribe for one Common Share (the "Basic Subscription Privilege") at the cash price of $9.05 per share (the "Subscription Price").

Each Right also carries with it the ability for the holder thereof to subscribe (the "Over-Subscription Privilege") for additional Common Shares that have not been purchased by other Recordholders pursuant to their Basic Subscription Privilege, at the Subscription Price, if such holder has fully exercised its Basic Subscription Privilege.  See "The Rights Offering--Basic Subscription Rights; Over-Subscription Rights; Limitation on Subscription" in the Prospectus Supplement.

The Rights are evidenced by a non-transferable Rights certificate (a "Subscription Rights Certificate") registered in your name or the name of your nominee.  Each beneficial owner of Common Shares registered in your name or the name of your nominee is entitled to one Right for every three and one half Common Shares owned by such beneficial owner as of the close of business on the Record Date (or every three and one half Common Shares issuable upon conversion of Preferred Shares).

We are asking persons who hold shares of Common Shares beneficially and who have received the Rights distributable with respect to those shares through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold certificates of Common Shares directly and prefer to have such institutions effect transactions relating to the Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them.  In addition, we are asking beneficial owners who wish to obtain a separate Subscription Rights Certificate to contact the appropriate nominee as soon as possible and request that a separate Subscription Rights Certificate be issued.

Please take prompt action to notify any beneficial owners of Common Shares as to the Rights Offering and the procedures and deadlines that must be followed to exercise their Rights.

All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent and the Information Agent, incurred in connection with the exercise of the Rights will be for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by Winthrop, the Subscription Agent or the Information Agent.

Enclosed are copies of the following documents:

1. Prospectus Supplement and Base Prospectus;

2. Instruction as to Use of Winthrop Subscription Rights Certificates;

3. A form of letter that may be sent to your clients for whose accounts you hold shares of Common Stock registered in your name or the name of your nominee, with an attached form of instruction;

4. Notice of Guaranteed Delivery for Subscription Rights Certificates Issued by Winthrop;

5. A Rights Certificate (if your Shares are registered in your name);

6. Nominee Holder Certification; and

7. A return envelope addressed to Computershare, the Subscription Agent.

Your prompt action is requested.  To exercise Rights, you should deliver the properly completed and signed Subscription Rights Certificate (or the Notice of Guaranteed Delivery if you are following the Guaranteed Delivery Procedures), with payment of the Subscription Price in full for each Common Share subscribed for, to the Subscription Agent, as indicated in the Prospectus Supplement.  The Subscription Agent must receive the Subscription Rights Certificate or Notice of Guaranteed Delivery with payment of the Subscription Price, including final clearance of any checks, prior to 5:00 p.m., New York City time, on the Expiration Date.  FAILURE TO RETURN THE PROPERLY COMPLETED SUBSCRIPTION RIGHTS CERTIFICATE WITH THE CORRECT PAYMENT WILL RESULT IN YOUR NOT BEING ABLE TO EXERCISE YOUR RIGHTS.  A Rights holder can revoke the exercise of its Rights until the Expiration Time.  Rights not exercised prior to the Expiration Date will expire without value.

Additional copies of the enclosed materials may be obtained from the Information Agent, MacKenzie Partners, Inc.  The Information Agent's telephone number is 800-322-2885.

Very truly yours,

WINTHROP REALTY TRUST

NOTHING IN THE PROSPECTUS SUPPLEMENT, THE BASE PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF WINTHROP REALTY TRUST, THE SUBSCRIPTION AGENT, THE INFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS SUPPLEMENT OR BASE PROSPECTUS.

EX-99.6

4,974,911 SHARES OF BENEFICIAL INTEREST

WINTHROP REALTY TRUST

SHARES OF BENEFICIAL INTEREST

($1.00 PAR VALUE PER SHARE)

INITIALLY OFFERED PURSUANT TO RIGHTS

DISTRIBUTED TO SHAREHOLDERS

To Our Clients:

Enclosed for your consideration are a Prospectus Supplement, dated October 14, 2009 ("Prospectus Supplement"), and the Instructions as to Use of Rights Certificates (the "Instructions") relating to the offering (the "Offering") of up to 4,974,911 Shares of Beneficial Interest, $1.00 par value per share (the "Common Shares"), of Winthrop Realty Trust (the "Company"), at a price of $9.05 per share (the "Subscription Price") pursuant to non-transferable rights ("Rights") distributed to holders of record of Common Shares and to holders of Series B-1 Cumulative Redeemable Preferred Shares ("Preferred Shares"), at the close of business on October 22, 2009 (the "Record Date").

As described in the accompanying Prospectus Supplement, you will receive one Right for every three and one-half Common Shares (or in the case of Preferred Shares, one Right for every three and one-half Common Share issuable upon conversion) carried by us in your account as of the Record Date. Each Right will entitle you to subscribe for and purchase from the Company one Common Share (the "Basic Subscription") at the Subscription Price.  If you fully exercise the Basic Subscription you will also have the right (the "Oversubscription Privilege") to subscribe for, at the Subscription Price, additional Common Shares that have not been purchased through the exercise of Rights (the "Excess Shares").  If you elect to exercise the Oversubscription Privilege, you must do so concurrently with your exercise of the Basic Subscription.  If the number of Excess Shares is not sufficient to satisfy all subscriptions pursuant to the Oversubscription Privilege, the Excess Shares will be allocated pro rata among those Rights holders exercising the Oversubscription Privilege.  Rights to exercise the Basic Subscription are non-transferable, except by operation of law.

If you anticipate that the exercise of your Rights will result in your beneficially owning in excess of 9.8% of the Company's Common Shares you must instruct us to request a waiver on your behalf from the 9.8% limitation contained in the Company's declaration of trust and by-laws by checking box 3 on your instruction form.  The 9.8% limit for a person is computed based on the outstanding Common Shares, including any Common Shares issuable to that person upon conversion of preferred shares.  For purposes of determining whether you will need to request a waiver from us, you should assume that you will need a waiver if you will own in excess of 1,550,000 Common Shares, inclusive of Common Shares issuable upon conversion of any Preferred Shares that you may own, following the offering.

The materials enclosed are being forwarded to you as the beneficial owner of Common Shares or Preferred Shares carried by us in your account but not registered in your name. Exercises of Rights may only be made by us as the registered holder of Rights and pursuant to your instructions. Accordingly, we request instructions as to whether you wish us to elect to subscribe for any Common Shares to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus Supplement and Instructions.

Your instructions to us should be forwarded as promptly as possible to permit us to exercise Rights on your behalf in accordance with the provisions of the Offering. The Offering will expire at 5:00 p.m. Eastern Standard Time on November 19, 2009, unless extended by the Company (the "Expiration Time"). Once a Rights holder has properly exercised the Basic Subscription or the Oversubscription Privilege, such exercise may be revoked until the Expiration Time. If after instructing us to exercise Rights on your behalf you decide you want to revoke such exercise, you should so instruct us in writing immediately, so that we may timely revoke such exercise.

If you wish to have us, on your behalf, exercise Rights to purchase any Common Shares to which you are entitled, please so instruct us by completing, executing and returning to us the instruction form on the reverse side of this letter.

IF WE DO NOT RECEIVE COMPLETE WRITTEN INSTRUCTIONS IN ACCORDANCE WITH THE PROCEDURES OUTLINED IN THE PROSPECTUS SUPPLEMENT, WE WILL NOT EXERCISE YOUR RIGHTS, AND YOUR RIGHTS WILL EXPIRE WITHOUT VALUE.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE OFFERING SHOULD BE DIRECTED TO THE INFORMATION AGENT, MACKENZIE PARTNERS, INC., AT (800) 322-2885.

BENEFICIAL OWNER ELECTION FORM

INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the offering of non-transferable rights ("Rights") to purchase Shares of Beneficial Interest, $1.00 par value per share (the "Common Shares"), of Winthrop Realty Trust.

This will instruct you whether to exercise Rights to purchase the Common Shares and/or Preferred Shares distributed with respect to the Common Shares held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the Prospectus Supplement and the related Instructions as to Use of Rights Certificates.

1. [   ] Please DO NOT EXERCISE RIGHTS for Common Shares.

2. [   ] Please EXERCISE RIGHTS for Common Shares as set forth below:

Basic Subscription: _________________ x $9.05 = $_____

(no. of shares)

Total Basic Subscription Payment Required = $____________

Payment in the following amount is enclosed: $__________

Please deduct payment from the following account maintained by you as follows:

Type of Account ____________ Account No. ___________

AMOUNT TO BE DEDUCTED: $__________

Oversubscription Privilege: __________________ x $9.05 = $_____

(no. of shares)

If, the undersigned has elected to exercise its Oversubscription Privilege, the undersigned agrees that the record holder will, in its sole discretion, either deduct such payment from the account of the undersigned specified above or require the undersigned to remit payment for Common Shares allocated to it pursuant to the Oversubscription Privilege promptly following the undersigned's receipt of notification from the record holder as to how many shares have been allocated to the undersigned pursuant to the Oversubscription Privilege.

3. [   ] PLEASE REQUEST A WAIVER FROM THE COMPANY'S 9.8% OWNERSHIP LIMITATION ON BEHALF OF THE UNDERSIGNED.

__________________________________

         Signature(s)

Please type or print name(s) below

__________________________________                                                              Date: ____________________, 2009

__________________________________

EX-99.7

WINTHROP REALTY TRUST

NOMINEE HOLDER CERTIFICATION

The undersigned, a bank broker or other nominee of non-transferable Rights ("Rights") to purchase Shares of Beneficial Interest, $1.00 par value per share (the "Common Shares"), of Winthrop Realty Trust (the "Company") pursuant to the Rights Offering (the "Rights Offering") described and provided for in the Company's Prospectus Supplement dated October 14, 2009 (the "Prospectus Supplement"), hereby certifies to the Company and to Computershare, as subscription agent for such Rights Offering, that (1) the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights specified below pursuant to the basic subscription right (as described in the Prospectus Supplement) and the oversubscription right (as described in the Prospectus Supplement), for the purchase of additional Common Shares listing separately below each such exercised basic subscription right and the corresponding oversubscription right (without identifying any such beneficial owner) and (2) each such beneficial owner's basic subscription right has been exercised in full.

Number of Common Shares (or Common Shares Underlying Series B-1 Preferred Shares) Beneficially Owned on the Record Date	Rights Exercised Pursuant to Basic Subscription	Number of Common Shares Subscribed For Pursuant to Oversubscription Rights
1.
2.
3.
4.
5.
6.
7.
8.
9.

Name and address of bank, broker or other nominee:                                                                                                           Affix Medallion

EX-99.8

WINTHROP REALTY TRUST

7 Bulfinch Place, Suite 500

Boston, Massachusetts  02114

Dear Shareholder:

We are pleased to offer you the opportunity to participate in a rights offering that we are making to all of our common and preferred shareholders.  The rights offering is being made under the enclosed Prospectus Supplement and Base Prospectus which you should carefully review before making any investment decision.  Also enclosed is a non-transferable rights certificate that provides you with one subscription right for every three and one-half common shares that you owned as of the close of business on October 22, 2009, the record date for the rights offering.  Preferred shareholders are receiving one subscription right for every three and one-half common shares issuable upon conversion of their preferred shares.  Each right entitles you to subscribe for one common share at a price of $9.05 per share.  A total of 4,974,911 rights are being distributed to our shareholders.

The rights may be exercised by completing and executing the rights certificate and returning it, together with the full subscription price, so that it is received by our subscription agent, Computershare, prior to the expiration time which is 5:00 p.m., New York City time, on November 19, 2009, unless extended.  Alternatively, you may complete the enclosed notice of guaranteed delivery and return it prior to the expiration time.  Please read and follow the instructions contained in the Prospectus Supplement and the enclosed instructions as to the use of rights certificates carefully because a properly completed and duly executed rights certificate is necessary to exercise the rights.

The rights certificate also gives you the opportunity to purchase unsubscribed common shares at the $9.05 per share price.  If you want to purchase additional common shares, please follow the enclosed instructions.  If you elect to oversubscribe, you do not need to send in payment for oversubscription shares until we inform you how many shares have been allocated to you.

YOU ARE URGED TO GIVE YOUR IMMEDIATE ATTENTION TO THE ENCLOSED MATERIALS.  IF YOU DO NOT EXERCISE YOUR RIGHTS PRIOR TO THE EXPIRATION TIME, YOUR RIGHTS WILL EXPIRE AND HAVE NO VALUE.

For further information concerning the exercise of your rights, please call our information agent, Mackenzie Partners, at 800-322-2885.

Sincerely,

Michael L. Ashner

Chief Executive Officer