March 17, 2006

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Attention: Jeffrey Shady

Re:   Winthrop Realty Trust
      Registration Statement on Form S-3
      File No. 333-131595

Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the
Securities Act of 1933, Winthrop Realty Trust (the "Company"), hereby requests
that its Registration Statement initially filed with the Securities and Exchange
Commission (the "Commission") on February 13, 2006, as amended by Amendment No.
1 (to be filed on March 20, 2006) (Registration No. 333-131595), be declared
effective at 4:00 PM on March 21, 2006, or as soon thereafter as practicable.

The Company acknowledges that should the Commission or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing. The
Company acknowledges that the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing, and the Company represents that it will not
assert the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Very truly yours,

WINTHROP REALTY TRUST


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