Winthrop Realty Trust – ‘S-3DPOS’ on 11/16/06

On:  Thursday, 11/16/06, at 4:31pm ET   ·   Effective:  11/16/06   ·   Accession #:  1193805-6-2739   ·   File #:  333-136869

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Post-Effective Amendment to an S-3D   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3DPOS     Post-Effective Amendment to an S-3D                    2     15K 
 2: EX-23.1     Consent of Experts or Counsel                          1      6K 

S-3DPOS   —   Post-Effective Amendment to an S-3D

S-3DPOS
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 As filed with the Securities and Exchange Commission on August 24, 2006

                                                     Registration No. 333-136869

--------------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 AMENDMENT NO.1 TO
FORM S-3
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 WINTHROP REALTY TRUST
 (Exact name of registrant as specified in its charters)

         Ohio                                             34-6513659
(State or other jurisdiction                               (I.R.S. Employer 
of incorporation or organization)                         Identification Number)

7 Bulfinch Place - Suite 500
 Boston, Massachusetts 02114
(617) 570-4600
 (Address, including zip code, and telephone number, including area code, of
 registrant's principal executive offices)

 With copies to:

         Carolyn Tiffany                              David J. Heymann, Esq.
Chief Operating Officer and Secretary                 Post Heymann & Koffler LLP
    Winthrop Realty Trust                              Two Jericho Plaza
 7 Bulfinch Place - Suite 500                          Wing A, Suite 111
    Boston, Massachusetts 02114                        Jericho, New York 11753
      (617) 570-4600                                  (516) 681-3636

(Name, address, including zip code, and telephone number, including area code,
 of agent for service)

     Approximate date of commencement of sale of the securities to the public:
As soon as practicable after this registration statement becomes effective.     

  If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. |X|                                                                        

    If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933, other than securities offered only in connection with dividend or      
interest reinvestment plans, check the following box. |_|                       

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. |_|                     

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. |_|                                                      

    If this form is a registration statement pursuant to General Instruction
I.D or a post-effective amendment thereto that shall become effective upon      
filing with the Commission pursuant to Rule 462(e) under the Securities Act,    
check the following box |_|                                                     

  If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instructions I.D filed to register additional         
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box |_|                                     

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|                                             

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

                                                   Proposed Maximum     Proposed Maximum                   
   Title of Each Class of       Amount to be      Aggregate Offering   Aggregate Offering      Amount of   
 Securities to be Registered   Registered (1)   Price Per Security(2)       Price (2)      Registration Fee
                                                                                                           
Common shares of beneficial   2,500,000 Shares          $6.17              $15,425,000         $1,651(3)   
interest, par value $1 per                                                                                 
share                                                                                                      

(1) In the event of a share split, dividend or similar transaction involving the
registrant's common shares, in order to prevent dilution the number of shares   
registered shall automatically be increased to cover additional shares in       
accordance with Rule 416 under the Securities Act of 1933.                      

(2) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457(c) under the Securities Act of 1933 based on the
average of the high and low sales price per share of the registrant's common    
shares on August 22, 2006 as reported on the New York Stock Exchange            

(3) Previously paid.                                                            

S-3DPOS
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 EXPLANATORY PARAGRAPH

     This Post-effective Amendment No. 1 to Registration Statement on Form S-3
(Registration No. 333-13689) is being filed solely to replace the Consent of    
Independent Registered Public Accounting Firm with respect to Deloitte & Touche 
LLP filed as Exhibit 23.1 to such Registration Statement with Exhibit 23.1      
attached to this Amendment No. 1. The Registration Statement inadvertently      
attached an incorrect consent of Deloitte & Touche LLP.                         

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing on Form S-3 and has duly caused this registration       
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the Town of Jericho, State of New York, on November 16, 2006.    

WINTROP REALTY TRUST                                                            

By: /s/ PETER BRAVERMAN                                                         
-------------------                                                     
President                                                       

Pursuant to the requirements of the Securities Act of 1933, this    
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

Name                                Title                      Date             
----                                -----                      ----             

*                                   Trustee                    November 16, 2006
-------------------                                                             
Michael L. Ashner                                                               

/s/ Peter Braverman                 Trustee                    November 16, 2006
-------------------                                                             
Peter Braverman                                                                 

*                                   Trustee                    November 16, 2006
-------------------                                                             
Bruce Berkowitz                                                                 

*                                   Trustee                    November 16, 2006
-------------------                                                             
Arthur Blasberg, Jr.                                                            

*                                   Trustee                    November 16, 2006
-------------------                                                             
Talton Embry                                                                    

*                                   Trustee                    November 16, 2006
-------------------                                                             
Howard Goldberg                                                                 

*                                   Trustee                    November 16, 2006
-------------------                                                             
Steven Mandis                                                                   

*By: /s/ PETER BRAVERMAN                                       November 16, 2006
-------------------                                                   
Peter Braverman                                               
Attorney-in-fact                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3DPOS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		11/16/06		2
		8/24/06		1					S-3
		8/22/06		1					10-K/A
									List all Filings