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) May 5, 2011

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 2.02 Results of Operations and Financial Condition

On May 5, 2011, Winthrop Realty Trust issued a press release announcing its financial results for the three months ended March 31, 2011.  A copy of the release is furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this section of this Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

On May 5, 2011, Winthrop made available supplemental information, which is referred to as the Supplemental Reporting Package, concerning Winthrop’s operations and portfolio for the quarter ended March 31, 2011.  A copy of the Supplemental Reporting Package is furnished herewith as Exhibit 99.2.

Also on May 5, 2011, management discussed Winthrop’s financial results for the quarter ended March 31, 2011 on a conference call with analysts and investors.  A transcript of the conference call is furnished herewith as Exhibit 99.3.

The information in this section of this Report on Form 8-K and Exhibits 99.2 and 99.3 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events

On May 5, 2011, Winthrop announced that its Board of Trustees has declared a regular quarterly dividend of $0.1625 per common share which dividend is payable on July 15, 2011 to common shareholders of record on June 30, 2011.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release dated May 5, 2011

99.2 Supplemental Reporting Package for the quarter ended March 31, 2011

99.3 Transcript of conference call held May 5, 2011

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 6th day of May, 2011.

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

EX-99.1

WINTHROP REALTY TRUST ANNOUNCES RESULTS FOR

FIRST QUARTER 2011

Company Declares Second Quarter 2011 Cash Dividend

~ FFO Per Share Increased 19% to $0.44 compared to First Quarter 2010 ~

FOR IMMEDIATE RELEASE

Boston, Massachusetts – May 5, 2011 – Winthrop Realty Trust (NYSE:FUR), a leading real estate value investor,  today announced financial and operating results for the first quarter ended March 31, 2011.  All per share amounts are on a diluted basis.

First Quarter 2011 Financial Results

Net income applicable to Common Shares for the quarter ended March 31, 2011 was $7.1 million, or $0.26 per Common Share, compared with net income of $4.1 million, or $0.20 per Common Share for the quarter ended March 31, 2010.

For the quarter ended March 31, 2011, the Company reported Funds from Operations (FFO) applicable to Common Shares of $12.0 million, or $0.44 FFO per Common Share, compared with FFO of $7.9 million, or $0.37 per Common Share, for the quarter ended March 31, 2010.

“We started 2011 with strong momentum.  We have executed on $34.2 million of acquisitions and a number of our investments have realized full accretion or return of capital with gains.  These activities have significantly contributed to a 19% increase in our year over year FFO per share.” stated Michael L. Ashner, Winthrop's Chairman and Chief Executive Officer.  “In addition, the Company further strengthened its capital structure, adding capacity to our credit facility and raising over $61 million of equity in the second quarter.  Our expanded capital base and robust pipeline of opportunities will enable Winthrop to execute on our deep investing value strategy.”

2011 First Quarter Investment Activity

· Entered into a contract with a venture in which Winthrop will hold a 50% interest to acquire the collateral management agreements with respect to three real estate CDOs that hold approximately $1.8 billion in loans and loan securities.  The acquisition of the collateral management agreements is subject to the satisfaction of certain conditions precedent, including required third party consents.

· Executed an agreement to purchase a 75% interest in a joint venture for $25.2 million.  The venture owns the general partnership interests in developer fees and advances receivable from partnerships owning 26 multifamily and senior housing properties. This investment is comprised of approximately 4,400 units located primarily in the Pacific Northwest and California. The first stage of the transaction closed in March 2011 pursuant to which we acquired for $7.0 million certain of the receivables owned by the underlying partnerships.  The balance of the transaction is expected to close in the second quarter of 2011.

· Formed a 50/50 joint venture to acquire a first mortgage secured by a lien on a recently constructed, 26-story, 66-room boutique hotel located on 46th Street between 5th and Madison Avenues in New York, New York.  The performing loan, which was purchased for $15.6 million at a 4.3% discount to its face value of $16.3 million, bears interest at a rate of 9.33%.

· Formed a 50/50 joint venture to acquire two non-performing first mortgage loans secured by two retail centers located in Riverside County, California.  The loans, purchased for an aggregate of $35.6 million, are in maturity default and upon acquisition, foreclosure proceedings were initiated.

· Restructured a $30.1 million 5.88% interest rate performing first mortgage loan secured by a 276 unit Class A apartment community in Tempe, Arizona into a $15.2 million 4.85% interest senior participation, which was issued at par and retained a $15.7 million junior participation with an effective current yield of 9.1% and a yield to maturity of 14.7%.

· Reached an agreement with the first mortgage lender on Newbury Apartments pursuant to which the lender waived all defaulted interest, modified the payments to interest only and extended the maturity date to February 1, 2014.

· Financed the Plantation, Florida property with an $11.0 million first mortgage loan bearing interest at 6.483% and maturing on April 1, 2018.

· Entered into an agreement to sell at par a $10.0 million sub-participation interest secured by the Beverly Hills Hilton Hotel that we acquired in December 2009 for $5.25 million.  The purchaser has the right to close at any time up to July 9, 2011.

· Entered into contracts to sell two of the vacant Kroger properties located in St. Louis, Missouri and Knoxville, Tennessee for an aggregate purchase price of $3.9 million, subject to the purchasers’ due diligence.

Second Quarter 2011 Investment Activity

· Our Metropolitan Tower B Note and rake bond receivable, which were acquired for an aggregate purchase price of $11.75 million, were satisfied at par for approximately $23.75 million.

· Winthrop began to receive funds previously held in escrow of $2.3 million related to a Delaware Supreme Court unanimously affirming a Delaware Chancery Court’s prior ruling that the notes issued by Concord CDO, a debt platform in which Winthrop holds a one-third interest, were validly delivered for cancellation.

· Provided a $2.0 million secured bridge loan to the owners of a leasehold interest in a property located at 450 West 14th Street, New York, New York.

· Acquired an ownership interest in an entity that holds an approximately $2.5 million non-performing junior mezzanine loan indirectly secured by a 194 unit apartment complex located in Jacksonville, Florida.  The loan matured on March 30, 2011 and the venture has commenced foreclosure on its collateral.

· Capital Markets Activities

· Increased the Company’s credit facility to $50.0 million from $35 million, with an expansion option of up to $150.0 million, and extended its maturity date to March 2014.

· Closed a public offering of 5.75 million Common Shares at a price of $11.25 per Common Share (before underwriter’s discounts) resulting in net proceeds of approximately $61.6 million.

Supplemental Financial Information

Further details regarding financial results, properties and tenants can be accessed at www.winthropreit.com in the Investor Relations section.

Second Quarter 2011 Dividend Declaration

The Company’s Board of Trustees declared a dividend for the second quarter of 2011 of $0.1625 per Common Share payable on July 15, 2011 to common shareholders of record on June 30, 2011.

The Company also has declared the regular quarterly cash dividend of $0.40625 per Series B-1 Preferred Share and per Series C Preferred Share which is payable on August 1, 2011 to the holders of Series B-1 Preferred Shares or Series C Preferred Shares, as applicable, of record on June 30, 2011.

2

Conference Call Information

The Company will host a conference call to discuss its first quarter 2011 results today, Thursday, May 5, 2011 at 12:00 pm Eastern Time.  Interested parties may access the live call by dialing (877) 407-9205 or (201) 689-8054, or via the Internet at www.winthropreit.com within the News and Events section.  A replay of the call will be available through June 6, 2011 by dialing (877) 660-6853; account #286, confirmation #368936.  An online replay will also be available through June 6, 2011.

About Winthrop Realty Trust

Winthrop Realty Trust, headquartered in Boston, Massachusetts, is a NYSE-listed real estate investment trust (REIT) focused on acquiring, owning, operating and investing in real property as well as real estate financial instruments including CMBS, Bonds, REIT Preferred and common stock.For more information please visit our web-site at www.winthropreit.com.

Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  The statements in this release state the Company’s and management's hopes, intentions, beliefs, expectations or projections of the future and are forward-looking statements for which the Company claims the protections of the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995.  It is important to note that future events and the Company’s actual results could differ materially from those described in or contemplated by such forward-looking statements.  Factors that could cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) local real estate conditions, (iv) increases in interest rates, (v) increases in operating costs and real estate taxes, (vi) changes in accessibility of debt and equity capital markets and (vii) defaults by borrowers on loans.  Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's filings with the Securities and Exchange Commission, copies of which may be obtained from the Company or the Securities and Exchange Commission.  The Company refers you to the documents filed by the Company from time to time with the Securities and Exchange Commission, specifically the section titled "Risk Factors" in the Company's most recent Annual Report on Form 10-K, as may be updated or supplemented in the Company's Form 10-Q filings, which discuss these and other factors that could adversely affect the Company's results.

 Financial Results

Financial results for the three months ended March 31, 2011 and 2010 are as follows (in thousands except per share amounts):

	Three Months Ended March 31,
	2011			2010
	(Unaudited)			(Unaudited)
Revenue
Rents and reimbursements	$	10,986		$	9,320
Interest, dividends and discount accretion		9,672			3,209
		20,658			12,529
Expenses
Property operating		4,045			1,949
Real estate taxes		1,255			720
Depreciation and amortization		3,481			2,300
Interest		4,613			3,651
General and administrative		2,524			1,907
State and local taxes		29			14
		15,947			10,541
Other income (loss)
Earnings from preferred equity investments		83			83
Equity in loss of equity investments		(1,355	)		(527	)

3

Realized gain on sale of securities carried at fair value		124			695
Unrealized gain on securities carried at fair value		886			2,540
Unrealized gain (loss) on loan securities carried at fair value		2,813			(613	)
Interest income		93			37
		2,644			2,215
Income from continuing operations		7,355			4,203
Discontinued operations
Income from discontinued operations		47			247
Consolidated net income		7,402			4,450
Income attributable to non-controlling interest		(204	)		(245	)
Net income attributable to Winthrop Realty Trust		7,198			4,205
Income attributable to non-controlling redeemable       preferred interest		(59	)		(113	)
Net income attributable to Common Shares	$	7,139		$	4,092
Comprehensive income
Consolidated net income	$	7,402		$	4,450
Change in unrealized gain on available for sale securities		-			7
Change in unrealized gain on interest rate derivative		63			40
Comprehensive income	$	7,465		$	4,497
Per Common Share Data – Basic:
Income from continuing operations	$	0.26		$	0.19
Income from discontinued operations		-			0.01
Net income attributable to Winthrop Realty Trust	$	0.26		$	0.20
Per Common Share Data – Diluted:
Income from continuing operations	$	0.26		$	0.19
Income from discontinued operations		-			0.01
Net income attributable to Winthrop Realty Trust	$	0.26		$	0.20
Basic Weighted-Average Common Shares		27,079			20,598
Diluted Weighted-Average Common Shares		27,081			21,389

4

Funds From Operations:

The following presents a reconciliation of net income to funds from operations for the three months ended March 31, 2011 and 2010 (in thousands, except per share amounts):

	Three Months Ended March 31,
	2011 (unaudited)			2010 (unaudited)
Basic
Net income attributable to Winthrop    Realty Trust	$	7,198		$	4,205
Real estate depreciation		2,118			1,506
Amortization of capitalized leasing costs		1,365			825
Real estate depreciation and amortization    of unconsolidated interests		2,263			2,134
Less: Non-controlling interest share of    depreciation  and amortization		(792	)		(785	)
Funds from operations		12,152			7,885
Series C Preferred Share dividends		(59	)		(113	)
Allocation of earnings to Series B-1 Preferred    Shares		(72	)		(5	)
Allocation of earnings to Series C Preferred    Shares		(55	)		(114	)
Funds from operations applicable to Common    Shares - Basic	$	11,966		$	7,653
Weighted-average Common Shares		27,079			20,598
Fund from operations per Common Share –    Basic	$	0.44		$	0.37
Diluted
Funds from operations		12,152			7,885
Series C Preferred Share dividends		(59	)		-
Allocation of earnings to Series B-1 Preferred    Shares		(72	)		(5	)
Allocation of earnings to Series C Preferred    Shares		(55	)		-
Funds from operations applicable to Common     Shares - Diluted	$	11,966		$	7,880
Basic weighted-average Common Shares		27,079			20,598
Stock options (1)		2			2
Series B-1 Preferred Shares (2)		-			-
Series C Preferred Shares (3)		-			789
Diluted weighted-average Common Shares		27,081			21,389
Fund from operations per Common Share –     Diluted	$	0.44		$	0.37

5

(1) The Trust’s stock options were dilutive for the three months ended March 31, 2011 and 2010.

(2) The Trust’s Series B-1 Preferred Shares were anti-dilutive for the three months ended March 31, 2011 and 2010.

(3) The Trust’s Series C Preferred Shares were anti-dilutive for the three months ended March 31, 2011 and dilutive for the three months ended March 31, 2010.

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”).  NAREIT defines FFO as net income or loss determined in accordance with Generally Accepted Accounting Principles (“GAAP”), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  FFO and FFO per diluted share are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO and FFO per diluted share should be evaluated along with GAAP net income and income per diluted share (the most directly comparable GAAP measures), as well as cash flow from operating activities, investing activities and financing activities, in evaluating the operating performance of equity REITs.  FFO and FFO per diluted share exclude the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs which implicitly assumes that the value of real estate diminishes predictably over time.  Since real estate values instead have historically risen or fallen with market conditions, these non-GAAP measures can facilitate comparisons of operating performance between periods and among other equity REITs. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as disclosed in the Company’s Consolidated Statements of Cash Flows.  FFO should not be considered as an alternative to net income as an indicator of the Company’s operating performance or as an alternative to cash flows as a measure of liquidity.  In addition to FFO, the Company also discloses FFO before certain items that affect comparability.  Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, the Company believes it provides a meaningful presentation of operating performance.  A reconciliation of net income to FFO is provided above.  In addition, a reconciliation of FFO to FFO before certain items that affect comparability is provided above in this press release.

Consolidated Balance Sheets:

(in thousands, except share data)

	March 31,			December 31,
	2011			2010
	(Unaudited)			(Unaudited)
ASSETS
Investments in real estate, at cost
Land	$	36,495		$	37,142
Buildings and  improvements		273,071			271,357
		309,566			308,499
Less: accumulated depreciation		(38,084	)		(36,232	)
Investments in real estate, net		271,482			272,267
Cash and cash equivalents		21,240			45,257
Restricted cash held in escrows		30,648			8,593
Loans receivable, net		105,390			110,395
Accounts receivable, net of allowances of $378 and         $262, respectively		12,534			12,402
Securities carried at fair value		14,695			33,032
Loan securities carried at fair value		14,132			11,981
Preferred equity investment		4,034			4,010
Equity investments		106,606			81,937
Other receivables, net		8,459			-
Lease intangibles, net		25,651			26,821
Deferred financing costs, net		1,479			1,158
Assets held for sale		3,710			2,275
TOTAL ASSETS	$	620,060		$	610,128

6

LIABILITIES
Mortgage loans payable	$	212,155		$	230,443
Series B-1 Cumulative Convertible Redeemable    Preferred Shares, $25 per share liquidation preference;    852,000 shares authorized and outstanding at March    31, 2011 and December 31, 2010, respectively		21,300			21,300
Secured Financing		15,150			-
Revolving line of credit		33,875			25,450
Accounts payable and accrued liabilities		11,982			12,557
Dividends payable		4,441			4,431
Deferred income		1,206			150
Below market lease intangibles, net		2,503			2,696
Liabilities of held for sale assets		537			33
TOTAL LIABILITIES		303,149			297,060
COMMITMENTS AND CONTINGENCIES
NON-CONTROLLING REDEEMABLE PREFERRED INTEREST
Series C Cumulative Convertible Redeemable Preferred    Shares, $25 per share liquidation preference, 144,000    shares authorized and outstanding at March 31, 2011 and    December 31, 2010, respectively		3,221			3,221
Total non-controlling redeemable preferred interest		3,221			3,221
EQUITY
Winthrop Realty Trust Shareholders’ Equity:
Common Shares, $1 par, unlimited shares authorized; 27,088,347 and 27,030,186 issued and outstanding at March 31, 2011 and December 31, 2010, respectively		27,088			27,030
Additional paid-in capital		570,208			569,586
Accumulated distributions in excess of net income		(298,045	)		(300,782	)
Accumulated other comprehensive loss		-			(63	)
Total Winthrop Realty Trust Shareholders’ Equity		299,251			295,771
Non-controlling interests		14,439			14,076
Total Equity		313,690			309,847
TOTAL LIABILITIES AND EQUITY	$	620,060		$	610,128

Further details regarding the Company’s results of operations, properties, joint ventures and tenants are available in the Company’s Form 10-Q for the quarter ended March 31, 2011 which will be filed with the Securities and Exchange Commission and will be available for download at the Company’s website www.winthropreit.com or at the Securities and Exchange Commission website www.sec.gov.

# # #

Contact Information:

AT THE COMPANY

Thomas Staples

Chief Financial Officer

(617) 570-4614

7

EX-99.2

Winthrop Realty Trust

Supplemental Operating and Financial Data

For the Three Months Ended March 31, 2011

WINTHROP REALTY TRUST

SUPPLEMENTAL REPORTING PACKAGE

Table of Contents

Consolidated Balance Sheets	1
Consolidated Statements of Operations and Comprehensive Income	2
Funds from Operations Analysis	4
Consolidated Statements of Cash Flows	5
Selected Balance Sheet Account Detail	7
Schedule of Capitalization, Dividends and Liquidity	8
Selected Investment Data	9
Schedule of Securities Carried at Fair Value	11
Schedule of Loan Assets	12
Net Operating Income from Consolidated Properties	14
Schedule of  Interest and Dividends	15
Consolidated Properties – Selected Property Data	16
Equity Investments – Selected Property Data	19
Consolidated Properties – Operating Summary	21
Equity Investments – Operating Summary	22
Consolidated Debt Summary	23
Equity Investments Debt Summary	24
Reconciliation of Non-GAAP financial measures of income to net income attributable to Common Shares	25
Supplemental Definitions	26
Investor Information	27

Forward-Looking Statements - This supplemental reporting package contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words "assumes," "believes," "estimates," "expects," "guidance," "intends," “plans,”  projects,” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Winthrop Realty Trust (the “Trust”) control and could materially affect actual results, performance or achievements. These factors include, without limitation, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the ability of our joint venture partners to satisfy their obligations, the costs and availability of financing, the effects of local economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Trust's accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Trust’s filings with the Securities and Exchange Commission. The Trust does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures - It is important to note that throughout this presentation management makes references to non-GAAP financial measures, an example of which is Funds from Operations (“FFO”). Reconciliations and definitions for these non-GAAP financial measures are provided within this document.

WINTHROP REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data, Unaudited)

	March 31,			December 31,			September 30,			June 30,			March 31,
	2011			2010			2010			2010			2010
ASSETS
Investments in real estate, at cost
Land	$	36,495		$	37,142		$	21,460		$	20,659		$	20,659
Buildings and improvements		273,071			271,357			236,500			229,132			229,046
		309,566			308,499			257,960			249,791			249,705
Less: accumulated depreciation		(38,084	)		(36,232	)		(34,416	)		(33,279	)		(32,775	)
Investments in real estate, net		271,482			272,267			223,544			216,512			216,930
Cash and cash equivalents		21,240			45,257			102,919			37,913			76,591
Restricted cash held in escrows		30,648			8,593			8,889			8,574			7,753
Loans receivable, net		105,390			110,395			77,964			53,395			25,516
Accounts receivable, net of allowances of $378, $262, $293, $430 and $545, respectively		12,534			12,402			12,560			11,870			13,245
Securities carried at fair value		14,695			33,032			29,893			43,754			45,528
Loan securities carried at fair value		14,132			11,981			6,454			4,673			1,048
Available for sale securities, net		-			-			-			-			210
Preferred equity investment		4,034			4,010			3,972			3,951			3,992
Equity investments		106,606			81,937			92,691			82,907			73,010
Other receivables, net		8,459			-			-			-			-
Lease intangibles, net		25,651			26,821			24,496			23,218			23,926
Deferred financing costs, net		1,479			1,158			1,217			1,366			1,370
Assets held for sale		3,710			2,275			3,096			2,180			3,134
Deposits		-			-			-			4,100			-
TOTAL ASSETS	$	620,060		$	610,128		$	587,695		$	494,413		$	492,253
LIABILITIES
Mortgage loans payable	$	212,155		$	230,443		$	211,773		$	213,375		$	214,977
Series B-1 Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference; 852,000 shares authorized and outstanding at March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010, and March 31, 2010		21,300			21,300			21,300			21,300			21,300
Secured financing		15,150			-			-			-			-
Revolving line of credit		33,875			25,450			25,450			-			-
Accounts payable and accrued liabilities		11,982			12,557			9,852			8,670			6,722
Dividends payable		4,441			4,431			4,424			3,481			3,474
Deferred income		1,206			150			33			38			43
Below market lease intangibles, net		2,503			2,696			2,348			2,514			2,679
Liabilities of held for sale assets		537			33			-			-			-
TOTAL LIABILITIES		303,149			297,060			275,180			249,378			249,195
COMMITMENTS AND CONTINGENCIES
NON-CONTROLLING REDEEMABLE PREFERRED INTEREST
Series C Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference, 144,000 shares authorized and outstanding at March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010, and March 31, 2010		3,221			3,221			3,221			3,221			3,221
Total non-controlling redeemable preferred interest		3,221			3,221			3,221			3,221			3,221
EQUITY
Winthrop Realty Trust Shareholders’ Equity:
Common Shares, $1 par, unlimited shares authorized; 27,088,347, 27,030,186, 26,981,888, 21,181,499 and 21,137,268 issued and outstanding at March 31, 2011, December 31, 2010, September 30, 2010, and March 31, 2010, respectively		27,088			27,030			26,982			21,181			21,137
Additional paid-in capital		570,208			569,586			569,121			507,440			506,876
Accumulated distributions in excess of net income		(298,045	)		(300,782	)		(300,219	)		(299,584	)		(300,660	)
Accumulated other comprehensive loss		-			(63	)		(93	)		(73	)		(40	)
Total Winthrop Realty Trust Shareholders’ Equity		299,251			295,771			295,791			228,964			227,313
Non-controlling interests		14,439			14,076			13,503			12,850			12,524
Total Equity		313,690			309,847			309,294			241,814			239,837
TOTAL LIABILITIES AND EQUITY	$	620,060		$	610,128		$	587,695		$	494,413		$	492,253

1

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2011			2010
Revenue
Rents and reimbursements	$	10,986		$	9,320
Interest, dividends and discount accretion		9,672			3,209
		20,658			12,529
Expenses
Property operating		4,045			1,949
Real estate taxes		1,255			720
Depreciation and amortization		3,481			2,300
Interest		4,613			3,651
General and administrative		2,524			1,907
State and local taxes		29			14
		15,947			10,541
Other income (loss)
Earnings from preferred equity investments		83			83
Equity in loss of equity investments		(1,355	)		(527	)
Unrealized gain on securities carried at fair value		886			2,540
Realized gain on sale of securities carried at fair value		124			695
Unrealized gain (loss) on loan securities carried at fair value		2,813			(613	)
Interest income		93			37
		2,644			2,215
Income from continuing operations		7,355			4,203
Discontinued operations		47			247
Consolidated net income		7,402			4,450
Income attributable to non-controlling interest		(204	)		(245	)
Net income attributable to Winthrop Realty Trust		7,198			4,205
Income attributable to non-controlling redeemable
preferred interest		(59	)		(113	)
Net income attributable to Common Shares	$	7,139		$	4,092
Comprehensive income
Consolidated net income	$	7,402		$	4,450
Change in unrealized gain on available for sale       securities		-			7
Change in unrealized gain on interest rate derivative		63			40
Comprehensive income	$	7,465		$	4,497

2

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data, continued)

(Unaudited)

	Three Months Ended March 31,
	2011		2010
Per Common Share data - Basic
Income from continuing operations	$	0.26	$	0.19
Income from discontinued operations		-		0.01
Net income attributable to Winthrop Realty Trust	$	0.26	$	0.20
Per Common Share data - Diluted
Income from continuing operations	$	0.26	$	0.19
Income from discontinued operations		-		0.01
Net income attributable to Winthrop Realty Trust	$	0.26	$	0.20
Basic Weighted-Average Common Shares		27,079		20,598
Diluted Weighted-Average Common Shares		27,081		21,389

3

WINTHROP REALTY TRUST

FUNDS FROM OPERATIONS ANALYSIS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 31,
	2011			2010
Reconciliation of Net Income to Funds from Operations (FFO):
Basic
Net income attributable to Winthrop Realty Trust		$7,198			$4,205
Real estate depreciation		2,118			1,506
Amortization of capitalized leasing costs		1,365			825
Real estate depreciation and amortization
of unconsolidated interests		2,263			2,134
Less:  Non-controlling interest share of real estate depreciation
and amortization		(792	)		(785	)
Funds from operations		12,152			7,885
Series C preferred dividends		(59	)		(113	)
Allocation of earnings to Series B-1 Preferred Shares		(72	)		(5	)
Allocation of earnings to Series C Preferred Shares		(55	)		(114	)
FFO applicable to Common Shares - Basic		$11,966			$7,653
Weighted-average Common Shares		27,079			20,598
FFO Per Common Share - Basic		$0.44			$0.37
Diluted
Funds from operations (per above)		$12,152			$7,885
Series C Preferred Share dividends		(59	)		-
Allocation of earnings to Series B-1 Preferred Shares (1)		(72	)		(5	)
Allocation of earnings to Series C Preferred Shares		(55	)		-
FFO applicable to Common Shares		$11,966			$7,880
Weighted-average Common Shares (per above)		27,079			20,598
Stock options (2)		2			2
Convertible Series C Preferred Shares (3)		-			789
Convertible Series B-1 Preferred Shares		-			-
Diluted weighted-average Common Shares		27,081			21,389
FFO Per Common Share - Diluted		$0.44			$0.37

(1) The Trust's Series B-1 Preferred Shares were anti-dilutive for the three months ended March 31, 2011 and 2010.

(2) The Trust's stock options were dilutive for the three months ended March 31, 2011 and 2010

(3) The Trust's Series C Preferred Shares were anti-dilutive for the three months ended March 31, 2011 and dilutive for the three months ended March 31, 2010.

4

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2011			2010
Cash flows from operating activities
Net income	$	7,402		$	4,450
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization (including amortization
of deferred financing costs)		2,409			1,644
Amortization of lease intangibles		1,237			654
Straight-lining of rental income		(346	)		599
Loan discount accretion		(6,504	)		(1,741	)
Earnings of preferred equity investments		(83	)		(83	)
Distributions of income from preferred equity investments		59			103
Loss of equity investments		1,355			527
Distributions of income from equity investments		1,166			590
Restricted cash held in escrows		1,501			1,745
Gain on sale of securities carried at fair value		(124	)		(695	)
Unrealized gain on securities carried at fair value		(886	)		(2,540	)
Unrealized (gain) loss on loan securities carried at fair value		(2,813	)		613
Tenant leasing costs		(260	)		(2,131	)
Bad debt (recovery) expense		116			(20	)
Net change in interest receivable		(226	)		5
Net change in accounts receivable		149			735
Net change in accounts payable and accrued liabilities		63			(584	)
Net cash provided by operating activities		4,215			3,871
Cash flows from investing activities
Issuance and acquisition of loans receivable		(2,773	)		(679	)
Investments in real estate		(3,293	)		(687	)
Investment in equity investments		(27,190	)		(920	)
Purchase of securities carried at fair value		(568	)		(1,306	)
Proceeds from sale of securities carried at fair value		19,915			11,407
Proceeds from sale of loans receivable		-			3,000
Restricted cash held in escrows		(7,927	)		(30	)
Collection of loans receivable		170			-
Investment in notes receivable		(7,000	)		-
Net cash used in investing activities		(28,666	)		10,785

(Continued on next page)

5

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, continued)

(Unaudited)

	Three Months Ended March 31,
	2011			2010
Cash flows from financing activities
Proceeds from mortgage loans payable	$	11,000		$	-
Principal payments of mortgage loans payable		(29,288	)		(1,790	)
Proceeds from revolving line of credit		27,324			-
Payment of revolving line of credit		(18,899	)		-
Proceeds from note payable		15,150			-
Restricted cash held in escrows		(629	)		37
Deferred financing costs		(612	)		(13	)
Contribution from non-controlling interest		277			288
Distribution to non-controlling interest		(118	)		(120	)
Issuance of Common Shares under Dividend Reinvestment Plan		680			572
Dividend paid on Common Shares		(4,392	)		(3,311	)
Dividend paid on Series C Preferred Shares		(59	)		(221	)
Net cash provided by (used in) financing activities		434			(4,558	)
Net increase (decrease) in cash and cash equivalents		(24,017	)		10,098
Cash and cash equivalents at beginning of period		45,257			66,493
Cash and cash equivalents at end of period	$	21,240		$	76,591
Supplemental Disclosure of Cash Flow Information
Interest paid	$	4,754		$	3,687
Taxes paid	$	18		$	11
Supplemental Disclosure on Non-Cash Investing and        Financing Activities
Dividends accrued on Common Shares	$	4,402		$	3,435
Dividends accrued on Series C Preferred Shares	$	39		$	39
Capital expenditures accrued	$	122		$	141
Other receivables	$	(1,459	)	$	-
Loan securities carried at fair value	$	662		$	-
Loans receivable	$	(662	)	$	-

6

WINTHROP REALTY TRUST

SELECTED BALANCE SHEET ACCOUNT DETAIL

(In thousands, Unaudited)

	March 31, 2011			December 31, 2010			September 30, 2010			June 30, 2010			March 31, 2010
Operating Real Estate
Land	$	36,495		$	37,142		$	21,460		$	20,659		$	20,659
Buildings and improvements
Buildings		251,632			252,625			221,761			217,793			217,793
Building improvements		12,358			11,841			11,223			6,995			7,446
Furniture and Fixtures		815			815			-			-			-
Tenant improvements		8,266			6,076			3,516			4,344			3,807
		309,566			308,499			257,960			249,791			249,705
Accumulated depreciation and amortization		(38,084	)		(36,232	)		(34,416	)		(33,279	)		(32,775	)
Total Operating Real Estate	$	271,482		$	272,267		$	223,544		$	216,512		$	216,930
Accounts Receivable
Straight-line rent receivable	$	9,075		$	8,729		$	8,563		$	8,234			8,342
Other		3,459			3,673			3,997			3,636			4,903
Total Accounts Receivable	$	12,534		$	12,402		$	12,560		$	11,870		$	13,245
Securities Carried at Fair Value
REIT Debentures	$	-		$	-		$	-		$	15,907			17,510
REIT Preferred Shares		10,547			28,547			28,252			25,922			26,419
REIT Common Shares		4,148			4,485			1,641			1,925			1,599
Total Securities Carried at Fair Value	$	14,695		$	33,032		$	29,893		$	43,754		$	45,528
Equity Investments
Marc Realty Portfolio	$	62,493		$	62,150		$	62,080		$	61,000			58,070
Sealy Ventures Properties		10,444			11,904			13,152			14,102			14,940
WRT-ROIC Riverside		7,883			7,883			7,883			7,805			-
PSW-NYC		-			-			9,576			-			-
Lakeside/Eagle		17,837			-			-			-			-
Gotham Hotel		7,949			-			-			-			-
Total Equity Investments	$	106,606		$	81,937		$	92,691		$	82,907		$	73,010
Non-Controlling Interests
Westheimer (Houston, TX)	$	10,053		$	9,780		$	9,521		$	9,279		$	9,052
River City / Marc Realty (Chicago, IL)		3,458			3,280			2,870			2,597			2,399
One East Erie/ Marc Realty (Chicago, IL)		497			557			584			586			696
1050 Corporetum / Marc Realty ( Lisle, IL)		278			322			386			388			377
Deer Valley / Fenway (Deer Valley, AZ)		153			137			142			-			-
Total Non-Controlling Interests	$	14,439		$	14,076		$	13,503		$	12,850		$	12,524

The listing above provides detail for only certain balance sheet line items presented on Winthrop Realty Trust's Consolidated Balance Sheets as of  March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010, and March 31, 2010  (the "Balance Sheet"). See page 1 of this supplement for all Balance Sheet line items.

7

WINTHROP REALTY TRUST

SCHEDULE OF CAPITALIZATION, DIVIDENDS AND LIQUIDITY

 (In thousands, except for per share data, Unaudited)

	March 31, 2011		December 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010
Debt
Mortgage loans payable	$	212,155	$	230,443	$	211,773	$	213,375	$	214,977
Series B-1 Preferred Shares		21,300		21,300		21,300		21,300		21,300
KeyBank line of credit		33,875		25,450		25,450		-		-
Secured financing		15,150		-		-		-		-
Total Debt		282,480		277,193		258,523		234,675		236,277
Non-Controlling Redeemable Preferred Interest
Series C Preferred Shares		3,221		3,221		3,221		3,221		3,221
Equity
Common Shares		299,251		295,771		295,791		228,964		227,313
Non-controlling ownership interests		14,439		14,076		13,503		12,850		12,524
Total Equity		313,690		309,847		309,294		241,814		239,837
Total Capitalization	$	599,391	$	590,261	$	571,038	$	479,710	$	479,335

Common Dividend Per Share
March 31, 2011		December 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010
$	0.1625	$	0.1625	$	0.1625	$	0.1625	$	0.1625

Liquidity and Credit Facility
	March 31, 2011		December 31, 2010		September 30, 2010		June 30,  2010		March 31, 2010
Cash and cash equivalents	$	21,240	$	45,257	$	102,919	$	37,913	$	76,591
Securities carried at fair value		14,695		33,032		29,893		43,754		45,528
Available for sale securities, net		-		-		-		-		210
Available under line of credit		16,125		9,550		9,550		35,000		35,000
Total Liquidity and Credit Facility	$	52,060	$	87,839	$	142,362	$	116,667	$	157,329

8

WINTHROP REALTY TRUST

SELECTED INVESTMENT DATA

March 31, 2011

(In thousands, except square footage, Unaudited)

The following pages of investment data are presented to provide additional information relating to management’s expectations on selected assets within its business segments. For more detail on these assets within this Supplement please reference Schedule of Loan Assets on pages 12-13, Consolidated Property Data on pages 16-18, and Equity Investment Property Data on pages 19-20.

Cash	Amount
Cash and cash equivalents	$	21,240
REIT Securities	Cost		Fair Value
REIT Preferred shares	$	5,646	$	10,547
REIT Common shares		2,935		4,148

Loan Assets, Loan Securities & Loan Equity Investments, with Expected Repayment	Type	Stated Interest Rate			Cost, less Principal Repaid		Carrying Amount (before accrued interest)		Par Value			Extended Maturity Date
Beverly Hills Hilton  - B Note	Hotel	Libor + 1.74%			$	5,250	$	8,684	$	10,000		08/09/11
Westwood - Whole Loan	Office		11.00	%		3,500		3,500		3,500		04/30/12
Siete Square - B Note	Office		10.37	%		2,460		2,460		2,500	(1)	06/09/12
Moffet Towers -  B Note	Office	Libor + 6.48%				22,430		22,430		22,430		07/31/12
160 Spear - B Note	Office		9.75	%		3,410		7,490		15,000	(1)	06/09/13
160 Spear -  Mezzanine Loan	Office		15.00	%		4,200		4,200		4,200		06/09/13
Legacy Orchard -Corporate Loan	Various		15.00	%		9,750		9,750		9,750	(1)	10/31/14
San Marbeya - Whole  Loan	Multi Family		5.88	%		26,707		26,707		30,822		01/01/15
CDH CDO LLC - Unsecured Loan	n/a		12.00	%		3,498		3,498		3,498		12/30/15
CDH CDO LLC - Unsecured Loan	n/a		12.00	%		748		748		748		Repaid 04/2011
Rockwell - Mezzanine Loan	Industrial		12.00	%		233		242		1,495		05/01/16
500 Seventh Ave - B Note	Office		7.19	%		9,740		9,908		11,577		07/11/16
180 North Michigan - Mezzanine Loan	Office		8.50	%		2,609		2,609		2,609		12/31/16
Wellington Tower -  Mezzanine Loan	Mixed use		6.79	%		2,352		2,466		3,501		07/11/17
Metropolitan Tower - Rake Bonds	Office	Libor+1.15% to 1.35%				5,250		8,748		8,748		11/01/11
WBCMT Series 2007 Tranche L - CMBS	Hotel	Libor + 1.75%				161		45		1,130		06/09/12
2600 West Olive - Rake Bonds	Office	Libor+0.65% to 1.60%				1,500		5,339		6,364		02/28/13

 (1) Represents Borrowers Discounted Payoff Option Amount

Loan Assets, Loan Securities & Loan Equity Investments, with Potential Equity Participation	Type	Stated Interest Rate			Cost, less Principal Repaid		Carrying Amount (before accrued interest)		Par Value		Extended Maturity Date
Lakeside Eagle - Whole Loan - 50% Owned Equity Investment	Retail		4.92	%	$	17,779	$	17,779	$	17,779	04/01/10
Gotham - Whole Loan - 50% Owned Equity Investment	Hotel		9.33	%		7,873		7,873		8,210	05/04/11
Riverside -B Note - 50 % Owned Equity Investment	Retail		12.00	%		7,800		7,800		7,800	12/01/12

Continued on next page

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WINTHROP REALTY TRUST

SELECTED INVESTMENT DATA (Continued)

March 31, 2011

(In thousands, except square footage, Unaudited)

Consolidated Operating Properties Acquired through Direct or Indirect Foreclosure	% Owned			Type	Square Feet/ Units		Cost Basis		Cost per Square Foot or Unit			Debt Balance
Deer Valley, AZ		97	%	Office		82,000	$	10,260	$	125	per sf	$		(1)
Englewood, CO (Crossroads I)		100	%	Office		118,000		7,466		63	per sf			(1)
Englewood, CO (Crossroads II)		100	%	Office		118,000		8,067		68	per sf			(1)
Meriden, CT (Newbury Apartments)		100	%	Multi-Family	180 Units			25,254		140,300	per unit		23,875

Consolidated Operating Properties Acquired through Asset Purchase	% Owned			Type	Square Feet/ Units		Cost Basis		Cost per Square Foot			Debt Balance
Atlanta, GA		100	%	Retail		61,000	$	4,638	$	76	per sf	$		(1)
Denton, TX		100	%	Retail		46,000		2,721		59	per sf			(1)
Greensboro, NC		100	%	Retail		47,000		3,801		81	per sf			(1)
Louisville , KY		100	%	Retail		47,000		3,099		66	per sf			(1)
Memphis, TN		100	%	Retail		47,000		1,397		30	per sf			(1)
Seabrook, TX		100	%	Retail		53,000		2,012		38	per sf			(1)
Amherst, NY		100	%	Office		200,000		19,618		98	per sf		16,007
Andover, MA		100	%	Office		93,000		8,328		90	per sf			(1)
Chicago, IL (One East Erie / Marc Realty)		80	%	Office		126,000		25,380		201	per sf		20,749
Chicago, IL (River City / Marc Realty )		60	%	Office		253,000		16,082		64	per sf		8,900
Houston, TX (Westheimer)		8	%	Office		614,000		69,543		113	per sf		59,418
Indianapolis, IN (Circle Tower)		100	%	Office		111,000		8,167		74	per sf		4,226
Lisle, IL (550 Corporetum)		100	%	Office		169,000		20,879		124	per sf		16,940
Lisle, IL (Arboretum)		100	%	Office		67,000		8,949		134	per sf		6,919
Lisle, IL (1050 Corporetum / Marc Realty)		60	%	Office		54,000		4,045		75	per sf		5,600
Orlando, FL		100	%	Office		256,000		17,290		68	per sf		38,521
Plantation, FL		100	%	Office		133,000		12,935		97	per sf		11,000
South Burlington, VT		100	%	Office		56,000		3,413		61	per sf			(1)
Jacksonville, FL		100	%	Warehouse		587,000		12,341		21	per sf			(1)
Churchill, PA		100	%	Mixed Use		1,008,000		13,881		14	per sf		n/a

(1)   These properties collateralize our revolving line of credit in the amount of $33,875 at an interest rate of LIBOR +3% which matures in March 2014.

Equity Investment Operating Properties Acquired through Asset Purchase	% Owned	Type	Square Feet		Equity Investment Carrying Amount
Marc Realty (12 Equity Investments)	Var	Office		1,977,000	$	62,493
Sealy Equity Investments (3 Equity Investments)	Var	Industrial/Office		2,097,000		10,444

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WINTHROP REALTY TRUST

SCHEDULE OF SECURITIES CARRIED AT FAIR VALUE

(In thousands, Unaudited)

	March 31, 2011				December 31, 2010				September 30, 2010				June 30, 2010
	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
REIT Debentures	$	-	$	-	$	-	$	-	$	-	$	-	$	11,045	$	15,907
REIT Preferred shares		5,646		10,547		15,757		28,547		14,867		28,252		14,868		25,922
REIT Common shares		2,935		4,148		3,590		4,485		1,223		1,641		1,660		1,925
Total securities carried at fair value	$	8,581	$	14,695	$	19,347	$	33,032	$	16,090	$	29,893	$	27,573	$	43,754

Securities carried at fair value are comprised of REIT debentures, preferred shares, and common shares for which the Trust has elected the fair value option.

	Three Months Ended
	March 31, 2011		December 31, 2010		September 30, 2010			June 30, 2010		March 31, 2010
Net unrealized gains	$	3,699	$	2,198	$	3,071		$	2,875	$	1,927
Net realized gains (losses)	$	124	$	439	$	(185	)	$	78	$	695

The Trust uses specific identification method for calculating gain or loss on the sale of securities carried at fair value.

Net unrealized gains and realized gains and losses above include amounts generated from securities carried at fair value and loan securities.

11

WINTHROP REALTY TRUST

SCHEDULE OF LOAN ASSETS

 (In thousands, Unaudited)

Description	Acquisition Date	Asset Type	Location	Position	Interest Rate	(000's) Carrying Amount (1) March 31, 2011	(000's) Par Value		Maturity Date (2)	(000's) Senior Debt (3)
Loans Receivable
Beverly Hilton	Dec 2009	Hotel	Beverly Hills, CA	B Note	Libor + 1.74%	$            8,697	10,000		08/09/11	$    166,000
Westwood	Oct 2010	Office	Phoenix, AZ	Whole	11.00%	3,500	3,500		04/30/12	-
Siete Square	Jun 2009	Office	Phoenix, AZ	B Note	(4)	2,488	2,500	(5)	06/09/12	3,000
Moffett Tower	Oct 2010	Office	Sunnyvale, CA	B Note	Libor + 6.48%	22,583	22,430		07/31/12	113,467
160 Spear	Jun 2009	Office	San Francisco, CA	B Note	(6)	7,577	15,000	(5)	06/09/13	35,000
160 Spear	Various	Office	San Francisco, CA	Mezzanine	15.00%	4,240	4,200		06/09/13	50,000
Legacy Orchard	Oct 2010	Corporate Loan	n/a	Corporate Loan	15.00%	9,750	9,750	(5)	10/31/14	-
San Marbeya	Jul 2010	Multi Family	Tempe, AZ	Whole	5.88%	26,858	30,822		01/01/15	-
CDH CDO LLC	Dec 2010	n/a	n/a	Unsecured	12.00%	3,605	3,498		12/30/15	-
CDH CDO LLC	Feb 2011	Various	Various	Unsecured	12.00%	759	748		Repaid in full - April 2011
Rockwell	Aug 2010	Industrial	Shirley, NY	Mezzanine	12.00%	258	1,495		05/01/16	17,045
500-512 7th Ave	Jul 2010	Office	New York, NY	B Note	7.19%	9,956	11,577		07/11/16	253,673
180 N. Michigan	Various	Office	Chicago, IL	Mezzanine (7)	8.50%	2,638	2,609		12/31/16	18,080
Wellington Tower	Dec 2009	Mixed use	New York, NY	Mezzanine	6.79%	2,481	3,501		07/11/17	22,500
					Total Loans Receivable	$       105,390	$      121,630
Loan Securities Carried at Fair Value
WBCMT 2007	Dec 2009	Hotel	Various	CMBS	Libor + 1.75%	$                  45	$          1,130		06/09/12	$1,470,264
West Olive	Dec 2009	Office	Burbank, CA	Rake Bonds	(8)	5,339	6,364		02/28/13	15,666
Metropolitan Tower	Dec 2010	Office	New York, NY	Rake Bonds	(9)	8,748	8,748		05/01/11	(10)
					Total Loan Securities Carried at Fair Value	$         14,132	$        16,242
Equity Investment Loan Assets
Lakeside Eagle	March 2011	Retail	Riverside, CA	Whole (11)	4.92%	$          17,837	$         17,779		04/01/10	$                  -
Gotham	Feb 2011	Hotel	New York, NY	Whole (11)	9.33%	7,949	8,210		05/04/11	(12)       -
Riverside Plaza	Jun 2010	Retail	Riverside, CA	B Note (11)	12.00%	7,883	7,800		12/01/12	54,400
					Total Loan Assets of Equity Investments	$          33,669	$        33,789

Continued on next page

12

WINTHROP REALTY TRUST

SCHEDULE OF LOAN ASSETS

 (In thousands, Unaudited, Continued)

Notes to Schedule of Loan Assets

(1)  Carrying amount of loans receivable includes accrued interest of $784 and cumulative discount accretion of $7,808 at March 31, 2011.

(2)  Maturity dates presented are after giving effect to all contractual extensions.

(3)  Senior Debt indicates debt which is secured by the underlying property which is senior to our loan.

(4)  The Trust holds a B participation in this loan.  Interest on the B participation equals the difference between (i) interest on the entire outstanding loan principal balance ($7,219 at March 31, 2011) at a rate of 9.8375% per annum less (ii) interest payable on the outstanding principal balance of the A participation ($3,000 at March 31, 2011) at a rate of 8.0% per annum.  As a result, the effective yield on the Trust’s $2,460 cash investment is 21.0%.

(5)  Amount of Par Value is presented at the borrowers discounted payoff option (DPO) amount.

(6)  The Trust holds a B note in this loan.  Interest on the B note equals the difference between (i) interest on the entire outstanding loan principal balance ($73,796 at March 31, 2011) at a rate of 6.48215% per annum less (ii) interest payable on the outstanding principal balance of the A note ($35,000 at March 31, 2011) at a rate of 9.75% per annum.  As a result, the effective yield on the Trust’s $3,410 cash investment is 40.8%.

(7)  Represents tenant improvement and capital expenditure loans on our Marc Realty preferred equity investment in 180 North Michigan.

(8)  Ranges from Libor + 0.65% to Libor + 1.60%.

(9)  Ranges from Libor +1.15% to libor +1.35%

(10) The Metropolitan Tower bond was paid off at par in April 2011.

(11) The loan asset carrying amount presented is at Winthrop's 50% ownership of its equity investment.

(12) The loan has matured and borrower is working on a proposed settlement anticipated to be resolved by the end of May 2011.

13

WINTHROP REALTY TRUST

NET OPERATING INCOME FROM CONSOLIDATED PROPERTIES

 (In thousands)

(Unaudited)

	Three Months Ended
	March 31, 2011			December 31, 2010			September 30, 2010			June 30, 2010			March 31, 2010
Rents and reimbursements
Minimum rent	$	9,622		$	9,046		$	8,087		$	8,713		$	8,903
Deferred rents (straight-line)		346			166			330			(109	)		(599	)
Recovery income		1,147			851			890			746			941
Less:
Above and below market rents		128			155			183			172			161
Lease concessions and abatements		(259	)		(160	)		(247	)		(86	)		(86	)
Total rents and reimbursements		10,984			10,058			9,243			9,436			9,320
Rental property expenses
Property operating		4,045			3,086			1,812			1,817			1,949
Real estate taxes		1,255			520			952			340			720
Total rental property expenses		5,300			3,606			2,764			2,157			2,669
Net operating income (1)
from consolidated properties	$	5,684		$	6,452		$	6,479		$	7,279		$	6,651

(1) See definition of non-GAAP measure of Net Operating Income on page 26 of the supplemental package.

14

WINTHROP REALTY TRUST

SCHEDULE OF INTEREST AND DIVIDENDS

 (In thousands)

(Unaudited)

	Three Months Ended
	March 31, 2011		December 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010
Interest and Dividends by Business Segment:
Loan Assets	$	9,214	$	4,989	$	4,185	$	2,836	$	2,462
REIT Securities		458		392		763		753		747
Total Interest and Dividends	$	9,672	$	5,381	$	4,948	$	3,589	$	3,209
Interest and Dividends Detail:
Interest on loan assets	$	2,710	$	2,294	$	1,839	$	835	$	722
Accretion of loan discount		6,504		2,695		2,346		2,001		1,740
Interest and dividends on REIT securities		458		392		763		753		747
Total Interest and Dividends	$	9,672	$	5,381	$	4,948	$	3,589	$	3,209

15

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA

March 31, 2011

(Unaudited)

Description and Location	Year Acquired	Trust’s Ownership	Rentable Square Feet	(**) % Leased	Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.	($000's) Cost Basis	Cost per Sq Ft		Ownership of Land	($000's) Debt Balance	Debt Maturity &  Int Rate
Retail
Atlanta, GA	2004	100%	61,000	100%	The Kroger Co. (2016/2026)	61,000	$       4,638	$     76	per sq ft	Ground Lease	(1)	(1)
Denton, TX	2004	100%	46,000	63%	Fitness Evolution (2012)	29,000	2,721	59	per sq ft	Fee	(1)	(1)
Greensboro, NC	2004	100%	47,000	100%	The Kroger Co. (2017/2037)	47,000	3,801	81	per sq ft	Ground Lease	(1)	(1)
Louisville, KY	2004	100%	47,000	100%	The Kroger Co. (2015/2040)	47,000	3,099	66	per sq ft	Fee	(1)	(1)
Memphis, TN	2004	100%	47,000	100%	The Kroger Co. (2015/2040)	47,000	1,397	30	per sq ft	Fee	(1)	(1)
Seabrook, TX	2004	100%	53,000	100%	The Kroger Co. (2015/2040)	53,000	2,012	38	per sq ft	Fee	(1)	(1)
Subtotal Retail			301,000				17,668

(Continued on next page )

16

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)

For the Three Months Ended March 31, 2011

(Unaudited)

Description and Location	Year Acquired	Trust’s Ownership	Rentable Square Feet	(**) % Leased	Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.	($000's) Cost Basis	Cost per Sq Ft		Ownership of Land	($000's) Debt Balance	Debt Maturity & Int Rate
Office
Amherst, NY (2)	2005	100%	200,000	100%	Ingram Micro Systems (2013/2023)	200,000	$ 19,618	$ 98	per sq ft	Fee	$16,007	10/2013 5.65%
Andover, MA	2005	100%	93,000	100%	PAETEC Comm. (2022/2037)	93,000	8,328	90	per sq ft	Fee	(1)	(1)
Chicago, IL (One East Erie / Marc Realty)	2005	80%	126,000	82%	The Gettys Group (2012/2016)	13,000	25,380	201	per sq ft	Fee	20,749	03/2016 5.75%
					River North Surgery (2015/ n/a)	15,000
Chicago, IL (River City / Marc Realty)	2007	60%	253,000	72%	Bally Total Fitness (2013/2021)	55,000	16,082	64	per sq ft	Fee	8,900	04/2012 6.25%
					ITAV (2024/2029)	35,000
					MCI d/b/a Verizon (2019/2023)	37,000
Deer Valley, AZ	2010	96.5%	82,000	61%	United Healthcare (2017/2027)	42,000	10,260	125	per sq ft	Fee	(1)	(1)
Englewood, CO Crossroads I	2010	100%	118,000	55%	RGN-Denver LLC (2015/ 2025)	17,000	7,466	63	per sq ft	Fee	(1)	(1)
Englewood, CO Crossroads II	2010	100%	118,000	58%	Catholic Health Initiatives (2011)	30,000	8,067	68	per sq ft	Fee	(1)	(1)
Houston, TX	2004	8%	614,000	100%	Spectra Energy (2018/2028)	614,000	69,543	113	per sq ft	Fee	59,418	04/2016 6.34%
Indianapolis, IN (Circle Tower)	1974	100%	111,000	82%	No Tenants Over 10%	-	8,167	74	per sq ft	Fee	4,226	04/2015 5.82%
Lisle, IL	2006	100%	169,000	57%	United Healthcare (2014/ n/a)	41,000	20,879	124	per sq ft	Fee	16,940	06/2016 6.26%
Lisle, IL	2006	100%	67,000	85%	T Systems (2011)	35,000	8,949	134	per sq ft	Fee	6,919	06/2016 6.26%
					ABM Janitorial (2012/2014)	11,000
					Zenith Insurance (2011)	10,000
Lisle, IL (Marc Realty)	2006	60%	54,000	100%	Ryerson (2018/2028)	54,000	4,045	75	per sq ft	Fee	5,600	03/2017 5.55%
Orlando, FL	2004	100%	256,000	100%	Siemens Real Estate, Inc. (2017/2042)	256,000	17,290	68	per sq ft	Ground Lease	38,521	07/2017 6.40%
Plantation, FL	2004	100%	133,000	100%	BellSouth (2020/2035)	133,000	12,935	97	per sq ft	Fee	11,000	04/2018 6.48%
South Burlington, VT	2005	100%	56,000	100%	Fairpoint Comm. (2014/2029)	56,000	3,413	61	per sq ft	Ground Lease	(1)	(1)
Subtotal - Office			2,450,000				240,422				188,280

(Continued on next page)

17

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)

For the Three Months Ended March 31, 2011

(Unaudited)

Description and Location	Year Acquired	Trust’s Ownership	Rentable Square Feet	(**) % Leased	Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.	($000's) Cost Basis	Cost per Square Foot or Unit		Ownership of Land	($000's) Debt Balance	Debt Maturity & Int Rate
Other
Warehouse
Jacksonville, FL	2004	100%	587,000	100%	Football Fanatics (2015/2024)	558,000	12,341	$ 21	per sq ft	Fee	(1)	(1)
Mixed Use
Churchill, PA (3)	2004	100%	1,008,000	19%	n/a	-	13,881	14	per sq ft	Ground Lease	-	-
Residential												02/2014
Meriden, CT	2010	100%	180 units	89%	n/a	n/a	25,254	140,300	per unit	Fee	23,875	5.83%
Subtotal - Other			1,595,000				51,476				23,875
Total Consolidated Properties			4,346,000				$ 309,566				$ 212,155

(**) Occupancy rates include all signed leases, including space undergoing tenant improvements.

(1)  These properties collateralized our revolving line of credit in the amount of $33,875 at an interest rate of LIBOR + 3% which matures in March 2014.

(2) The Amherst, New York office property represents two separate buildings. The ground underlying the properties is leased to us by the localdevelopment authority pursuant to a ground lease which requires no payment. Effective October 31, 2013, legal title to the ground will vest with us.

(3)  We currently are in litigation with the former tenant, Viacom, related to the condition of the property.

18

WINTHROP REALTY TRUST

EQUITY INVESTMENTS - SELECTED PROPERTY DATA

Three Months Ended March 31, 2011

 (Unaudited)

Description and Location	Year Acquired	Trust’s Ownership	Rentable Square Feet	(**) % Leased	Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.	($000's) Equity Investment	Ownership of Land	($000's) Debt Balance(1)	Debt Maturity &  Int Rate
Marc Realty Portfolio - Equity Investments
8 South Michigan, Chicago, IL	2005	50%	174,000	94%	No tenants over 10%	-	$7,117	Ground Lease	$3,825	08/2011 6.87%
11 East Adams, Chicago, IL	2005	49%	161,000	80%	IL School of Health (2015/2020)	28,700	3,259	Fee	9,999	08/2011 Libor + 2%
29 East Madison, Chicago, IL	2005	50%	235,000	89%	Computer Systems Institute (2020/2030)	25,000	7,839	Fee	10,972	05/2013 5.20%
30 North Michigan, Chicago, IL	2005	50%	221,000	92%	No tenants over 10%	-	12,159	Fee	13,003	08/2014 5.99%
223 West Jackson, Chicago, IL	2005	50%	168,000	63%	No tenants over 10%	-	7,727	Fee	7,686	06/2012 6.92%
4415 West Harrison, Hillside, IL (High Point)	2005	50%	192,000	68%	North American Medical Mgmt (2015/2020)	20,400	6,290	Fee	4,589	12/2015 5.62%
2000-60 Algonquin, Shaumburg, IL (Salt Creek)	2005	50%	101,000	69%	No tenants over 10%	-	2,336	Fee	(2)	02/2013 Libor + 2.75%
1701 E. Woodfield, Shaumburg, IL	2005	50%	175,000	87%	No tenants over 10%	-	4,158	Fee	5,724	09/2015 Libor + 3% (3)
2720 River Rd, Des Plains, IL	2005	50%	108,000	86%	No tenants over 10%	-	4,101	Fee	2,545	10/2012 6.095%
3701 Algonquin, Rolling Meadows IL	2005	50%	193,000	85%	ISACA (2018/2024)	29,600	2,991	Fee	10,124	02/2013 Libor + 2.75%
					Relational Funding (2013/ n/a)	27,400
2205-55 Enterprise, Westchester, IL	2005	50%	130,000	87%	Consumer Portfolio (2014/2019)	18,900	2,898	Fee	(2)	02/2013 Libor + 2.75%
900-910 Skokie, Northbrook, IL (Ridgebrook)	2005	50%	119,000	83%	MIT Financial Group (2016/ n/a)	12,600	1,618	Fee	5,367	05/2011 Libor + 2% (4)
Subtotal - Marc Realty Portfolio			1,977,000				62,493		85,344

(Continued on next page)

19

WINTHROP REALTY TRUST

EQUITY INVESTMENTS - SELECTED PROPERTY DATA (Continued)

Three Months Ended March 31, 2011

(Unaudited)

Description and Location	Year Acquired	Trust’s Ownership	Rentable Square Feet	(**) % Leased	Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.	($000's) Equity Investment	Ownership of Land	($000's) Debt Balance (1)	Debt Maturity &  Int Rate
Sealy Venture Properties  - Equity Investments
Atlanta, GA (5) (Northwest Atlanta)	2006	60%	472,000	75%	Original Mattress (2020/2025)	57,000	$1,887	Fee	$28,750	01/2012 5.7%
Atlanta, GA  (6) (Newmarket)	2008	68%	470,000	64%	Alere Health (2011/ n/a)	76,000	6,136	Fee	37,000	11/2016 6.12%
Nashville, TN  (7) (Airpark)	2007	50%	1,155,000	86%	No tenants over 10%	-	2,421	Fee	74,000	05/2012 5.77%
Subtotal - Sealy Venture Properties			2,097,000				10,444		139,750
Loan Asset- Equity Investment
WRT-ROIC Riverside LLC	2010	50%					7,883
WRT-ROIC Lakeside Eagle LLC  (8)	2011	50%					17,837
WRT-46th Street Gotham LLC  (9)	2011	50%					7,949
Total Equity Investment Properties			4,074,000				$ 106,606		$ 225,094
Preferred Equity Investment
180 North Michigan Chicago, IL (Marc Realty)	2008	70%	229,000	87%	No tenants over 10%		$      4,034	Fee	$     17,975	03/2013 Libor+ 1.5% (10)

(**) Occupancy rates include all signed leases including space undergoing tenant improvements

(1)  Debt balance shown represents 100% of the debt encumbering the properties.

(2)  Both the 2000-60 Algonquin and 2205-55 Enterprise Road Marc Realty properties are cross collateralized by a mortgage of $11,510 which is included in total debt balance.

(3)  An interest rate swap agreement with a notional amount of $5,724 effectively converts the interest rate to a fixed rate of 4.78%

(4)  In February 2011 the maturity date was extended to May 2011 and the venture is currently negotiating with the lender to extend the debt maturity date for five years.

(5)  Equity investment in Sealy Northwest Atlanta consists of 12 flex/office properties

(6)  Equity investment in Sealy Newmarket  consists of six flex/office campus style properties

(7)  Equity investment in Sealy Airpark consists of 13 light distribution and service center properties.

(8)  On March 22, 2011 the Trust entered into a 50%-50% joint venture. The new joint venture entity was formed and funded by its members concurrent with its purchase of two non performing first mortgage loans secured by retail centers located in Riverside County, CA.

(9)  On February 23, 2011, the Trust entered into a 50%-50% joint venture.  The  new joint venture entity was formed and funded by its members concurrent with its purchase of a first mortgage secured by a hotel located in New York, NY.

(10)  An interest rate swap agreement with a notional amount of $17,515 effectively converts the interest rate to a fixed rate of 4.55%.

20

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES – OPERATING SUMMARY

Three Months Ended March 31, 2011

 (In thousands, except for Square Footage, Unaudited)

Description	% Owned			Number of Properties		Square Footage		Rents and Reimburse-ments		Operating Expenses		Real Estate Taxes		Net Operating Income (1)			Interest Expense		Impair-ment		Depreciation & Amortization		(Income)Loss Attributable to Non-controlling Interest			WRT's share Net Income / (Loss) from Consolidated Properties (1)
100% Owned Consolidated Properties
Retail		100.0	%		6		301,000	$	339	$	9	$	13	$	317		$	-	$	-	$	94	$	-		$	223
Office		100.0	%		10		1,321,000		4,299		1,204		537		2,558			1,608		-		1,518		-			(568	)
Other		100.0	%		3		1,595,000		1,807		1,716		264		(173	)		567		-		496		-			(1,236	)
					19		3,217,000		6,445		2,929		814		2,702			2,175		-		2,108		-			(1,581	)
Partially Owned Consolidated Properties
Chicago, IL (One East Erie/Marc Realty)		80.0	%		1		126,000		1,120		311		192		617			302		-		220		19			76
Chicago, IL (River City/Marc Realty)		60.0	%		1		253,000		936		617		161		158			151		-		209		(81	)		(121	)
Houston, TX (Multiple LP's)		8.0	%		1		614,000		1,952		3		-		1,949			945		-		698		274			32
Lisle, IL (Marc Realty)		60.0	%		1		54,000		215		85		26		104			81		-		38		(6	)		(9	)
Phoenix, Arizona (Deer Valley / Fenway)		96.5	%		1		82,000		318		100		62		156			-		-		208		(2	)		(50	)
					5		1,129,000		4,541		1,116		441		2,984			1,479		-		1,373		204			(72	)
KeyBank mortgage loan    interest expense (2)					-		-		-		-		-		-			165		-		-		-			(165	)
Total Consolidated Properties					24		4,346,000	$	10,986	$	4,045	$	1,255	$	5,686		$	3,819	$	-	$	3,481	$	204		$	(1,818	)
Series B-1 Preferred interest expense (3)																		391
Other																		403
Total																	$	4,613

(1) See definition of Net Operating Income and Net Income / (Loss) from Consolidated Properties on page 26 of the supplemental package.

(2) Represents interest expense on a mortgage loan made by KeyBank collateralized by our various properties.

(3) Represents interest expense (dividends) on our Series B-1 Preferred Shares treated as debt for GAAP purposes.

21

WINTHROP REALTY TRUST

EQUITY INVESTMENTS – OPERATING SUMMARY

Three Months Ended March 31, 2011

 (In thousands, except for Square Footage, Unaudited)

Venture	Number of Properties		Square Footage		Total Revenue		Operating Expenses		Real Estate Taxes		Net Operating Income (2)		Interest Expense		Other Income (Expense)			Deprec & Amort		Net Income / (Loss) from Equity Invest- ments			WRT' S Share of Net Income / (Loss) from Equity Investments
Marc Realty Portfolio		12		1,977,000		10,141		4,697		1,425		4,019		1,137		(68	)		2,556		258			127
Sealy Venture Portfolio		3		2,097,000		3,762		782		414		2,566		3,060		(22	)		1,617		(2,133	)		(1,300	)
Total Equity Investment Properties		15		4,074,000	$	13,903	$	5,479	$	1,839	$	6,585	$	4,197	$	(90	)	$	4,173	$	(1,875	)		(1,173	)
Amortization of Marc Realty Portfolio basis differential (1)																								(72	)
WRT-ROIC Riverside - Winthrop's share of net income from equity investment																								234
WRT-ROIC Lakeside Eagle-Winthrop's share of net loss from equity investment																								(256	)
WRT-ROIC 46th Street Gotham-Winthrop's share of net loss from equity investment																								(88	)
Equity in loss of equity investments																							$	(1,355	)

(1)  This amount represents the aggregate difference between the Trust’s historical cost basis and the basis reflected at the equity investment level, which is typically amortized over the life of the related assets and liabilities.  The basis differentials are the result of other-than-temporary impairments at the investment level and a reallocation of equity at the venture level as a result of the restructuring.

(2)  See definition of Net Operating Income on page 26 of the supplemental package.

22

WINTHROP REALTY TRUST

CONSOLIDATED - DEBT SUMMARY

(In thousands, Unaudited)

Description	Principal Outstanding March 31, 2011		Coupon (1)			Remaining 2011 Repayment		Maturity Date		Amount Due at Maturity		Weighted  Average Maturity (in years)
Fixed rate debt
Secured fixed rate mortgage loans payable
Chicago, IL  / River City	$	8,900		6.250	%	$	-		04/2012	$	8,900
Amherst, NY		16,007		5.650	%		325		10/2013		14,822
Meriden, CT  / Newbury		23,875		5.830	%		-		02/2014		23,875
Indianapolis, IN / Circle Tower		4,226		5.820	%		57		04/2015		3,888
Chicago, IL / Ontario		20,749		5.750	%		228		03/2016		19,073
Houston, TX - Note 1		25,000		5.220	%		-		04/2016		25,000
Houston, TX - Note 2		8,800		6.000	%		-		04/2016		8,800
Houston, TX - Note 3		25,618		7.500	%		2,995		04/2016		-
Lisle, IL / 550 & 701 Corporetum		23,859		6.260	%		265		06/2016		21,962
Lisle, IL / 1050 Corporetum		5,600		5.550	%		-		03/2017		5,600
Orlando, FL		38,521		6.400	%		389		07/2017		34,567
Plantation, FL		11,000		6.483	%		73		04/2018		10,046
Total secured fixed rate mortgage loans payable		212,155		6.059	%		4,332				176,533
Other fixed rate secured financing
San Marbeya Participation A note payable		15,150		4.850	%		-		01/2015		15,150
Total Fixed Rate Debt/ Wtd Avg		227,305					4,332				191,683		4.68
Floating rate debt
KeyBank Revolving Line of Credit (Libor + 3%)		33,875		3.240	%		-		03/2014		33,875		3.00
Total Consolidated Debt/Wtd Avg	$	261,180				$	4,332			$	225,558		4.46

(1)  Libor rate for the quarter used to determine coupon on floating rate debt at March 31, 2011 was 0.24%.

23

WINTHROP REALTY TRUST

EQUITY INVESTMENTS - DEBT SUMMARY

(In thousands, Unaudited)

	Gross Principal		WRT Share					WRT Share				WRT Share
Description	Principal Outstanding March 31, 2011		Principal Outstanding March 31, 2011		Coupon (1)			Remaining 2011 Repayment		Maturity Date		Amount Due at Maturity		Weighted  Average Maturity (in years)
Fixed rate debt
Sealy:
Northwest Atlanta, Atlanta, GA	$	28,750	$	17,250		5.700	%				01/2012		17,250
Airpark, Nashville, TN		74,000		37,000		5.770	%		-		05/2012		37,000
Newmarket, Atlanta, GA		37,000		25,160		6.120	%		-		11/2016		25,160
Marc Realty:
8 South Michigan, Chicago, IL		3,825		1,913		6.870	%		1,873		08/2011		-
223 West Jackson, Chicago, IL		7,686		3,843		6.920	%		182		06/2012		3,554
2720 River Road, Des Plains, IL		2,545		1,273		6.095	%		56		10/2012		1,165
29 East Madison, Chicago, IL		10,972		5,486		5.200	%		239		05/2013		4,795
30 North Michigan, Chicago, IL		13,003		6,502		5.990	%		140		08/2014		5,822
4415 West Harrison, Hillside, IL (High Point)		4,589		2,295		5.620	%		29		12/2015		1,638
Total Fixed Rate Debt/ Wtd Avg		182,370		100,722		5.894	%		2,519				96,384		2.43
Floating rate debt
Marc Realty:
900-910 Skokie, Northbrook, IL (Libor +2%)		5,367		2,684		2.240	%		2,679		05/2011		-
11 East Adams, Chicago, IL (Libor + 2%)		9,999		4,900		2.240	%		4,900		08/2011		-
2000-60 Algonquin, Schaumburg, IL  (2)
2205-55 Enterprise, Westchester, IL (2) (3)		11,510		5,755		4.250	%		109		02/2013		5,489
3701 Algonquin, Rolling Meadows, IL (Libor + 2.75%) (3)		10,124		5,062		4.250	%		130		02/2013		4,751
1701 East Woodfield, Schaumburg, IL (Libor + 3%) (4)		5,724		2,862		4.780	%		46		09/2015		2,564
Total Floating Rate Debt/ Wtd Avg		42,724		21,263		3.605	%		7,864				12,804		1.62
Total Joint Venture Debt/Wtd Avg	$	225,094	$	121,985		5.473	%	$	10,383			$	109,188		2.29

(1) Libor rate for the quarter used to determine coupon on floating rate debt at March 31, 2011 was 0.24%.

(2) Both the 2000-60 Algonquin and 2205-55 Enterprise  properties are cross collateralized by the mortgage and bear interest at a rate of Libor + 275.

(3) These loans provide for an interest rate floor of 4.25%.

(4) An interest rate swap agreement effectively converts the interest rate to a fixed rate of 4.78%

24

WINTHROP REALTY TRUST

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES OF INCOME TO

NET INCOME ATTRIBUTABLE TO COMMON SHARES

(In thousands)

	Three Months Ended			Year Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended
	Mar 31,			Dec 31,			Dec 31,			Sep 30,			Jun 30,			Mar 31,
	2011			2010			2010			2010			2010			2010
NOI from consolidated properties  (1), (4)	$	5,686		$	26,861		$	6,452		$	6,479		$	7,279		$	6,651
Less:
Interest expense		(3,819	)		(13,193	)		(3,597	)		(3,196	)		(3,207	)		(3,193	)
Depreciation and amortization		(3,481	)		(9,966	)		(2,916	)		(2,379	)		(2,371	)		(2,300	)
Impairment loss on investments in real estate		-			-			-			-			-			-
Income attributable to non-controlling interest		(204	)		(888	)		(293	)		(175	)		(175	)		(245	)
WRT share of income (loss) from consolidated properties (2), (4)		(1,818	)		2,814			(354	)		729			1,526			913
Equity in loss of equity investments (3)		(1,355	)		(2,007	)		(679	)		(409	)		(392	)		(527	)
Add:
Earnings from preferred equity investments		83			338			85			85			85			83
Interest and dividend income		9,672			17,128			5,381			4,948			3,590			3,209
Gain on sale of securities carried at fair value		-			773			-						78			695
Unrealized gain on loan securities carried at fair value		2,813			4,986			780			581			3,625			-
Unrealized gain on securities carried at fair value		886			6,448			1,418			2,490			-			2,540
Gain on loan securities carried at fair value		124			469			469
Interest income		93			139			45			17			40			37
Income from discontinued operations		47			410			163			-			-			247
Less:
Series B-1 Preferred interest expense		(391	)		(1,563	)		(391	)		(390	)		(391	)		(391	)
General and administrative		(2,524	)		(8,834	)		(2,711	)		(2,300	)		(1,916	)		(1,907	)
State and local tax expense		(29	)		(133	)		(27	)		(7	)		(85	)		(14	)
Unrealized loss on loan securities carried at fair value					(613	)					-			-			(613	)
Unrealized loss on securities carried at fair value		-			(750	)		-			-			(750	)		-
Loss on sale of securities carried at fair value		-			(215	)		(30	)		(185	)		-			-
Interest expense  - other		(403	)		(619	)		(261	)		(223	)		(68	)		(67	)
Series C Preferred interest		(59	)		(288	)		(58	)		(59	)		(58	)		(113	)
Loss on discontinued operations		-			(2,294	)		-			(1,528	)		(766	)		-
Net income attributable to Common Shares	$	7,139		$	16,189		$	3,830		$	3,749		$	4,518		$	4,092

(1) See additional NOI detail on Page 14 of the supplemental package.

(2) See detail for the three months ended March 31, 2011 on Page 21 of the supplemental package.

(3) See detail for the three months ended March 31, 2011 on Page 22 of the supplemental package.

(4) See definitions for non-GAAP measures on page 26 of the supplemental package.

25

WINTHROP REALTY TRUST SUPPLEMENTAL DEFINITIONS

Funds From Operations FFO -  The NAREIT Board of Governors defines FFO as Generally Accepted Accounting Principles (“GAAP”) net income or loss adjusted to exclude net gains from sales of depreciated real estate assets, depreciation and amortization expense from real estate assets, extraordinary items and other specified non-cash items, including the pro rata share of such adjustments of unconsolidated subsidiaries.  FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements.  FFO should not be considered as an alternative to net income as a performance indicator or cash flow as a liquidity measure. FFO may not be comparable to similar measures employed by other companies. FFO should not be considered as an alternative to net income as an indicator of the Company’s operating performance or as an alternative to cash flows as a measure of liquidity.  In addition to FFO, the Company also discloses FFO before certain items that affect comparability.  Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, the Company believes it provides a meaningful presentation of operating performance

Net Operating Income (NOI) - Net operating income is a non-GAAP measure equal to revenues from all rental property less operating expenses and real estate taxes. We believe NOI is a useful measure for evaluating operating performance of our real estate assets as well as those held by our unconsolidated equity investments. We believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

Net Income / (Loss) from Consolidated Properties: Net Income / (Loss) from Consolidated Properties is a non-GAAP measure equal to NOI less interest, depreciation, impairments and other corporate general administrative expenses related to consolidated properties less income attributable to non-controlling interests. We believe Net Income / (Loss) from Consolidated Properties is a useful measure for evaluating operating performance of our consolidated operating properties. Net Income / (Loss) from Consolidated Properties presented by us may not be comparable to Net Income / (Loss) from Consolidated Properties reported by other REITs that define it differently. We believe that in order to facilitate a clear understanding of our operating results, Net Income / (Loss) from Consolidated Properties should be examined in conjunction with net income as presented in our consolidated financial statements. Net Income / (Loss) from Consolidated Properties should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

Whole Loan – An Investment representing an original mortgage loan instead of a loan comprised of one or more lenders.

Mezzanine Loan – A loan secured by an ownership interest of the entity which owns the property and which is subordinate to a first mortgage loan.

B-Note - A structured junior participation that is part of a first mortgage loan.

Rake Bond – A junior interest in a securitized mortgage loan which has been structured in one or more classes of Collateralized Mortgage Backed Securities (“CMBS”) securities.  Rake bonds are classes of CMBS issued in a transaction that solely relate to one particular mortgage loan.

Accretion of Discount - The increase in the value of an instrument such as a loan which was acquired for an amount less than face value.

26

WINTHROP REALTY TRUST INVESTOR INFORMATION

TRANSFER AGENT		INVESTOR RELATIONS
Computershare Written Requests: P.O. Box 43078 Providence, RI 02940 phone: 800.622.6757 (U.S., Canada and Puerto Rico) phone: 781.575.4735 (outside U.S.) Overnight Delivery: 250 Royall Street Canton, MA 02021 Internet Inquiries : Investor Centre™ website at www.computershare.com/investor	Beverly Bergman , VP of Investor Relations Winthrop Realty Trust Beverly Bergman P.O. Box 9507 7 Bulfinch Place, Suite 500 Boston, MA 02114-9507 phone: 617.570.4614 fax: 617.570.4746

ANALYST COVERAGE
Analyst	Firm	Contact Information
Joshua A. Barber	Stifel Nicolaus	(443) 224-1347 jabarber@stifel.com
Ross L. Smotrich	Barclays Capital	(212) 526-2306 ross.smotrich@barcap.com
Jeffrey S. Langbaum	Barclays Capital	(212) 526-0971 jeffrey.langbaum@barcap.com

Winthrop Realty Trust is followed by the analysts listed above. Please note that any opinions, estimates or forecasts regarding Winthrop Realty Trust's performance made by the analyst is theirs alone and does not represent opinions forecasts or predictions of Winthrop Realty Trust or its management. Winthrop Realty Trust does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.

26

EX-99.3

Winthrop Realty Trust, Inc.	FUR	Q1 2011 Earnings Call	May 5, 2011
Company▲	Ticker▲	Event Type▲	Date▲

MANAGEMENT DISCUSSION SECTION

Operator:  Greetings and welcome to the Winthrop Realty Trust First Quarter 2011 Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Beverly Bergman, Vice President for Winthrop Realty Trust. Thank you, Ms. Bergman, you may begin.

Beverly Bergman, Vice President and Director of Investor Relations

Thank you. Good afternoon, everyone, and welcome to the Winthrop Realty Trust conference call to discuss our first quarter 2011 financial results. With us today from senior management are Michael Ashner, Chairman and Chief Executive Officer; Carolyn Tiffany, President; Tom Staples, Chief Financial Officer and other members of the management team.

This morning, May 5th, we issued a press release and posted on our website supplemental financial information, both of which will be furnished on a Form 8-K with the SEC. Both the press release and the supplemental financial information are available on our website at www.winthropreit.com, the press release in the News & Events’ section and the supplemental financial information in the Investor Relations’ section. Additionally, we are hosting a live webcast of today’s call, which you can also access in the website’s News & Events’ section.

At this time, management would like to inform you that certain statements made during this conference call, which are not historical, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that these expectations will be attained. Factors and risks that could cause actual results to differ materially from those expressed or implied by forward-looking statements are detailed in the press release and from time-to-time in our filings with the SEC. We do not undertake a duty to update any forward-looking statements.

Please note that in the press release, we have reconciled all non-GAAP financial measures to the most directly comparable GAAP measure in accordance with Reg G requirements. This can be found in the FFO table of the press release.

I’d now like to turn the call over to Michael Ashner. Michael?

Michael L. Ashner, Chairman and Chief Executive Officer

Thank you, Beverly. Thank you for joining us this afternoon. As I’ve discussed on our last call in March, management and the Board intends to significantly grown our company and our portfolio in 2011. The opportunities particularly on the distressed and semi-distressed debt side continue to be plentiful and we’re pursuing these opportunities with determination and zest. Given our experience in structuring, financing, and investing in complicated transactions, we expect to secure a pool of opportunities that will add long-term value for our shareholders.

In light of the meaningful acquisition opportunities we have identified and after careful consideration, we determined that it was appropriate time to raise additional equity. In April, we sold 5.75 million common shares with net proceeds of approximately $62 million. Additionally, we’ve further broadened our investment capacity by increasing our line of credit to $50 million with an expansion option of up to $150 million.

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1

Winthrop Realty Trust, Inc.	FUR	Q1 2011 Earnings Call	May 5, 2011
Company▲	Ticker▲	Event Type▲	Date▲

If one considers the proceeds from our equity raise, the expanded $50 million line and our cash and cash equivalents of $52 million, the full deployment of this capital should be a powerful earnings driver for Winthrop over the coming years.

By way of example, during the first quarter 2011, we identified and closed on three loan assets aggregating approximately $52 million; two of these assets are collateralized by new shopping centers located in California.

We brought in Retail Opportunity Investment Corp. to invest alongside us and yielded a significant expertise with respect to retail assets in these markets. The third loan investment made this quarter was a first mortgage loan collateralized by the recently completed Gotham Hotel in Manhattan. In this investment we invited Jonathan Elian’s Group, Atrium Holdings to participate with their specific expertise with respect to hotel assets.

Our share of the aggregate investment in these three loans was $26 million. In addition to the individual loan asset investment, we also received portfolio transactions. To that end, as Carolyn discussed on our last call we repurchased the $25 million in effect a 75% interest in a joint venture which owns general partnership interest and developer fee income from 26 partnerships owning 4,400 units, a multifamily and senior housing in the Pacific Northwest. We closed in the first phase of this during the first quarter and expect to close the balance by the end of the second quarter.

The borrower for our investment in the Metropolitan Tower repayed its debt early.  As a result, we received $23.75 million of proceeds on our invested B Notes and rake bonds for which we paid $11.75 million. We also created a senior participation on our loan asset collateralized by San Marbeya Apartments and issued a senior participation at par of $15.2 million which will enhance our yield to maturity on a retained junior participation to 14.7% and provides an additional capital to invest.

Finally, the Delaware Supreme Court’s March decision to uphold the lower court’s ruling in our favor, which led Concord to submit its CDO bonds owned by it for cancellation has begun to bear fruit. In the April, the trustees released cash of $3.3 million of which we received $2.3 million and which was used to partially repay Winthrop for its compliance loans. As I stated on our last call, we believe that going forward and this decision will have a favorable impact on our earnings. We are pleased about our investment opportunities in the year ahead.

With that, I’ll turn the call over to Tom Staples. Tom?

Thomas Staples, Chief Financial Officer

Thank you, Michael. Good afternoon, everyone. I will be providing an overview of Winthrop’s financial results as well as a review of the financial results of our business segments. We have furnished a supplemental report, which you can access on our website’s Investor Relations section.

For the quarter ended March 31, 2011, we reported net income of $7.1 million or $0.26 per common share, compared with net income of $4.1 million or $0.20 per common share for the quarter ended March 31, 2010.

Funds from operations, referred to as FFO, for the first quarter of 2011 was $12.0 million or $0.44 per common share compared with FFO of $7.9 million or $0.37 per common share for the first quarter of 2010.

Operating results for the quarter ended March 31, 2011, compared to the quarter ended March 31, 2010, by business segment were as follows:

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2

Winthrop Realty Trust, Inc.	FUR	Q1 2011 Earnings Call	May 5, 2011
Company▲	Ticker▲	Event Type▲	Date▲

With respect to our operating properties business segment, operating income was $4.4 million for the three months ended March 31, 2011, compared with operating income of $6.1 million for the three months ended March 31, 2010. The decrease in operating income was primarily due to a $2.1 million increase in operating expenses, a $500,000 increase in real estate tax expense, and a $700,000 increase in loses from our Sealy equity investments. These declines were partially offset by $1.7 million increase in rent and reimbursements.

The increase in operating expenses results primarily from our Churchill, Pennsylvania property which had previously been tenanted under a net lease pursuant to which the tenant paid all the operating costs. Costs at this property were $950,000 coupled with the $400,000 of legal and professional fees related to our litigation against the prior tenant.

Also, operating expenses from our 2010 property acquisitions accounted for $700,000 of the increase. The increase in real estate tax expense was due to our 2010 acquisitions while the expense at our properties held during both periods remained stable.

The Sealy losses were a result of declines in occupancy year-to-year and increases in interest expense as we are accruing default interest on the two Atlanta mortgages as Carolyn will discuss later. We are currently in special servicing and negotiating a restructuring of the debt. Rents and reimbursement increased by $1.8 million from our four 2010 property acquisitions while revenues declined by $100,000 at properties held during both periods.

With respect to our loan assets and loan securities business segment, net operating income was $12.0 million for the 3 months ended March 31, 2011, compared to net operating income of $1.9 million for the three months ended March 31, 2010.

The increase in operating income for the period was due to a $4.8 million increase in discount accretion primarily due to the early payoff at face of our Metropolitan Tower loan, to which Michael referred to earlier, a $3.4 million increase in unrealized gains on loan securities carried at fair value and a $1.9 million increase in interest income primarily due to the acquisition of new loans throughout 2010. This increase was partially offset by equity losses at our ROIC-Lakeside in WRT-46th Street equity investment, which had equity losses comprised of one-time deal costs, which required to be expensed.

With respect to our REIT securities business segment, operating income was $1.5 million for the three months ended March 31, 2011, compared with operating income of $4.0 million for the three months ended March 31, 2010. The decline in operating income for the comparable period was a $1.7 million reduction in unrealized gain in securities carried at fair value, and a $600,000 reduction in realized gain on sale of securities carried at fair value and a $289,000 decrease in interest and dividend income. All of these declines are a result of our continued divesture of REIT securities. At March 31, 2011, we had REIT securities of $14.7 million, compared with $45.5 million at March 31, 2010.

At March 31, 2011, we had cash, cash equivalents and restricted cash of $51.9 million as compared to our December 31, 2010 balance of $53.9 million.

Lastly, on April 15th 2011 we paid a regular quarterly cash dividend of $0.1625 per common share for the first quarter of 2011.

Now, I’ll turn the call over to Carolyn Tiffany. Carolyn?

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3

Winthrop Realty Trust, Inc.	FUR	Q1 2011 Earnings Call	May 5, 2011
Company▲	Ticker▲	Event Type▲	Date▲

Carolyn Tiffany, President

Thank you, Tom. I’ll take a few minutes to discuss our investment portfolio. Our operating property portfolio comprises 38 commercial properties containing 8.4 million square feet and upon the completion of the Vintage Housing transaction to which Michael referred earlier, we will have equity ownership interest in 27 multi-family properties containing 4,580 units.

Excluding our Churchill, Pennsylvania property which I will discuss later, our consolidated operating properties were 90.0% leased at March 31, 2011 compared to 94.5% at March 31, 2010. As we reported in our last call, our newest office properties, Crossroads at Meridian I and II located in Englewood, Colorado and the Deer Valley professional building located in Phoenix are in their lease-up phases. We are currently in negotiations with a number of tenant prospects and are optimistic in the likelihood of near-term increased occupancy.

Our biggest challenge in our consolidated operating portfolio continues to be the two properties located in Lisle, Illinois. As of March 31, 2011, occupancy at one of these properties known as 550- 650 Corporetum has dropped to 57% from March 31, 2010. As we reported on our last call, one major tenant vacated along with three smaller tenants. Occupancy at this property is up from 52% at year end 2010.

At our other Lisle, Illinois property referred to as 701 Arboretum, we received notice from our major tenant with whom we’ve been negotiating an extension of its lease that it had decided not to renew its space at the expiration of its lease term on December 31, 2010, but agreed to hold over until May 31, 2011. As a result, we expect this property will be down to 33% occupied as of June 1, 2011.

We are aggressively marketing these properties for lease, at our request to loan which is cross collateralized by the two properties, has been transferred into special servicing and we are seeking a restructuring of the loan. We expect these negotiations will continue through the third quarter.

With respect to our Churchill, Pennsylvania property, as previously reported, the tenant did not revenue its lease and we have filed a claim against the tenant for failure to surrender the property to us in the condition required under its lease. The trial does not expect to occur until the end of the year. In the interim, we’re managing the property and it is 19% leased.  However, in view of the deteriorated condition of the property which is the subject of the litigation, leasing has been difficult.

During the first quarter in connection with the refinancing of our Plantation, Florida property leased to BellSouth along with the expansion of our revolving credit facility, we repaid our $19.0 million loan which was due to mature in June and was collateralized by several of our net leased properties. We also utilized our revolving line of credit to repay the $8.7 mortgage encumbering our Andover and Burlington properties. As a result, we have no balance sheet debt maturing in 2011.

Our Sealy portfolio, which is comprised of two properties located in Northwest Atlanta, the Northwest Business Center in Newmarket and one located in Nashville, Tennessee, had occupancies as of March 31st 2011 of 75%, 64% and 86%, respectively compared to occupancy of 70%, 80% and 86%, respectively as of March 31st 2010.

The Georgia properties have continued to experience historically low occupancy although we are seeing an uptick in trend at the Northwest Business Center. Our Nashville, Tennessee property continues to outperform the market in which it’s located. As we discussed in our last call, the mortgage loans encumbering each of the Atlanta properties are currently in special servicing and we, together with our joint venture partner, are negotiating a restructuring of the debt which could include a discounted pay off. Our discussions with the special services have been productive to-date, but there has not yet been an agreement reached.

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4

Winthrop Realty Trust, Inc.	FUR	Q1 2011 Earnings Call	May 5, 2011
Company▲	Ticker▲	Event Type▲	Date▲

Concerning the Marc Realty portfolio, occupancy at the properties as of March 31, 2011 was 83% compared to 84% at March 31, 2010. The five downtown Chicago properties had occupancy of 85% at March 31, 2011, compared to 89% at March 31, 2010. The decline in occupancy is due mostly to the loss of a major tenant at 223 West Jackson Street.

Occupancy at the suburban properties increased slightly over the comparable periods to 81% at March 31, 2011 from 78% at March 31, 2010. Our increase in occupancy in these markets has been largely driven by more competitive rental rates. Nevertheless, we are seeing some stabilization.

Our loan assets are performing well. In fact, in some instances, too well. Certain assets, which we had invested with a view towards potential equity ownership, for example, our Mofett Tower B Note, which is collateralized by a recently built office tower in Sunnyvale, California, now appears to have been leased up such that the borrower will likely pay us off.

Moffett Tower aside, we have been able and expect to continue to be able to acquire equity interests and real properties through the acquisition of distressed debt.

Our supplement identifies for you on page 9 our view towards which loan assets we expect will be repaid and those which we believe there is a potential for equity participation.

With respect to our REIT securities, as has been our strategy consistently, we will divest certain assets and redeploy the capital once we believe that it’s unlikely to increase in value or provide a return that meets our criteria. Accordingly, as I mentioned on our last call, we have been systematically divesting of the REIT preferred shares. During the first three months of 2011, we sold a significant portion of our REIT preferred shares with a cost basis of $11.2 million and received cash proceeds in excess of $19.9 million, reducing our REIT securities portfolio to $14.7 million.

As I conclude on my portion of today’s call, I’d like to focus on what management here believes should be your key takeaways this afternoon.  First, we have been consistent in executing our investment strategy and as evidenced by the repayment at par on our Met Tower asset, these investments have been accretive to our shareholders’ value.

Second, while we have not been immune to market conditions we have and we’ll continue to aggressively manage our legacy assets and strongly believe there is real opportunity for growth and improvement there.

Finally, we are leaving no stone unturned and as a result have built up an extensive pipeline for which thanks to the equity raise and the revolving line expansion, we are well poised to take advantage.

And with that, let’s now open it up for questions. Operator?

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5

Winthrop Realty Trust, Inc.	FUR	Q1 2011 Earnings Call	May 5, 2011
Company▲	Ticker▲	Event Type▲	Date▲

QUESTION AND ANSWER SECTION

Operator:  Thank you. Ladies and gentlemen, we will now be conducting a question-and-answer session. [Operator instructions] Our first question is from Joshua Barber from Stifel Nicolaus. Caller, please proceed with your questions.

<Q – Joshua A. Barber>: Hi, good afternoon. Question – I wanted to ask you about future capital raising and how you think about that versus recycling of capital. Given the recent equity raises and some of your comments before about some assets that are I guess either or not forming particularly well or some assets that have just appreciated like the Beverly Hilton which I know you’re selling or some of the REIT preferreds, how do you think about future capital and uses of that capital for new equity versus capital recycling?

<A – Michael L. Ashner>: If I understand your question correctly it’s how we’re thinking about raising capital in the future, is that correct Joshua?

<Q – Joshua A. Barber>: That’s correct.

<A – Michael L. Ashner>: Okay, so I think our preference would be to the extent we need additional capital in the future would be to try to sell markets, senior equity securities, preferreds or if we could even some bonds as opposed to going to the market with common right now.

<A – Carolyn B. Tiffany>: Joshua, this is Carolyn. To just supplement, we do have net operating losses that we carried for some time and capital losses which enable us to be able to repurpose our capital as opposed to dividending it out.

<A>: We’re in a good position with respect to recycling, not simply because of the ability to shelter gains, but also much of the capital that comes back to us, I think some will be recycled back to us is of course repayment of capital.

<Q – Joshua A. Barber>: Okay, you have mentioned Concord before and, I guess, that seems like is in a really great place right now. Can you talk a little bit about the potential for forward cash flow going after you get that $3.5 million of release bonds? Is it actually going to be cash flow now starting in the second quarter on a regular basis?

<A – Michael L. Ashner>: Well, the CDO should be generating cash flow on an ongoing forward basis. Having said that, I think we believe that there is also real equity that’s now the market has created for us in the portfolio and we will be realizing on that also.

<Q – Joshua A. Barber>: Do you think some of your future investment opportunities will be buying back some of that CDO debt to, I guess, widen that equity cushion?

<A – Michael L. Ashner>: That’s a different – that’s a different question and that goes to a concept which we do, revaluation of the underlying assets in the CDO, but to understand Concord best, there’s really two buckets. There’s the CDO bucket, which has assets which we value and determine whether or not our capital should be deployed in buying in that CDO debt.

Separately, outside of Concord we have assets which are standalone assets some of which are service collaterals, some of which do not; and those assets we believe now have real value whereas a year ago one would be skeptical of the valuation of these assets. For example, our position in the CNL portfolio is outside of Concord.

<A – Carolyn B. Tiffany>: It’s outside of the CDO.

<A – Michael L. Ashner>: Yes, it’s outside of CDO. Yeah.

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<Q – Joshua A. Barber>: Okay. And one last question on Sealy. Do you anticipate looking at that for impairments just given that they are in special servicing right now?

<A – Michael L. Ashner>: Well, I think that the cautiously optimistic that, in fact, as to one of the Sealy assets, which is the special servicing, that will not resolve in impairment at all and particularly if we are going to DPO-ing it. Now, we’re in discussions. These discussions would not be finalized. There could be other outcomes. So there is no certainty, but in fact, there is a DPO there would be no impairment. There would be in fact, again, I guess by way of extinguishment of debt.

With respect to the other Sealy asset, it’s too early to tell, it’s just gone into special servicing and we’ve just initiated conversation with the service on that.

<A – Carolyn B. Tiffany>: But clearly, Josh, we look at these for impairment very aggressively on a quarterly basis and, as do our auditors, and we have at this point seeing no – and it’s been done under ATBAT which is other than temporary impairment as opposed to permanent impairment, so it’s a different standard than for real estate and at this point we’ve seen obviously no need to take an impairment.

<A – Michael L. Ashner>: Just anecdotally, one nice thing about being a public company with cash reserves is that you’re generally able or most likely to be successful on discussions with special servicers which you can assure them certainty with respect to your DPO. It’s not as if you make a proposal then you have to scramble around to find the dollars in which to consummate the transaction. If we say to a special servicer that we are committed at a certain dollar number, then they can take comfort that that transaction will close at that dollar number. There’s a particular advantage.

<Q – Joshua A. Barber>: Thanks very much.

http://www.shareholder.com/visitors/event/build2/mediapresentation.cfm?companyid=FUR&mediaid=47158&mediauserid=5274473&TID=1127360911:d255fa160181fdb78805ffab1ed70a60
&popupcheck=0&shexp=201105060828&shkey=5dd6365abe5b5af0f5d9a73e4cddb6bd&player=1 Operator: [Operator Instructions] It appears there is no further questions at this time. I would like this conference back over to management for closing comments.

Michael L. Ashner, Chairman and Chief Executive Officer

Again we thank you all for joining us this afternoon. As always, we appreciate your continued support and we welcome your input and questions concerning the company and its business. I also look forward to seeing many of you at our Annual Meeting which would be held at the offices of Katten Muchin Rosenman in New York City this coming Tuesday May 10, 2011, at 11:00 AM. There will be soft drinks and danish, so please attend. If you’d like to receive additional information about us, please contact Beverly at our offices.

You can also find additional information about us on our website, www.winthropreit.com. In addition, please feel free to contact me or any other member of our management with any questions you may have at your convenience. I thank you all, and have a good afternoon.

Operator:  This does conclude today’s teleconference. You may disconnect your lines at this time and thank you for your participation.

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Winthrop Realty Trust, Inc.	FUR	Q1 2011 Earnings Call	May 5, 2011
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