Exhibit 4.1

                               AMENDMENT NO. 1 TO

                  SERIES B-1 CUMULATIVE CONVERTIBLE REDEEMABLE

                     PREFERRED SHARES OF BENEFICIAL INTEREST

                           CERTIFICATE OF DESIGNATIONS

                              WINTHROP REALTY TRUST

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       Designating a Series of Preferred Shares of Beneficial Interest as
              Series B-1 Cumulative Convertible Preferred Shares of
              Beneficial Interest and Fixing Distribution and Other
                      Preferences and Rights of Such Series

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                              WINTHROP REALTY TRUST

      The undersigned, Michael L. Ashner, Chairman and Chief Executive Officer
of Winthrop Realty Trust, an Ohio real estate investment trust (the "Trust"),
hereby certifies on behalf of the Trust that:

      The Board of Trustees adopted the following resolution relating to an
amendment to the Series B-1 Cumulative Convertible Redeemable Preferred Shares
of Beneficial Interest, par value $1.00 per share, of the Trust (the "Series B-1
Preferred Shares"):

      RESOLVED, that, subject to the consent of two-thirds in interest of the
holders of the Series B-1 Preferred Shares, Section 5 of the Amended and
Restated Certificates of Designation dated as of February 28, 2005, as amended
on June 20, 2005, is amended as follows:

Section 5. Redemption of Shares.

      (a)   Mandatory Redemption. If any Series B-1 Preferred Shares are
            outstanding on February 28, 2012, the Trust shall redeem all such
            outstanding Series B-1 Preferred Shares on such date at a price (the
            "Mandatory Redemption Price") equal to 100% of their Liquidation
            Preference, subject to the provisions described below.

      (b)   Compliance Failures. The occurrence of any of the following events
            shall be considered a "Compliance Failure":

            (1) the sale, lease or conveyance to a third party of substantially
all the assets of the Trust, a consolidation or merger of the Trust with or into
another entity if the holders of the Trust's voting securities do not hold a
majority of the voting securities of the surviving entity or Michael Ashner does
not continue to serve as chief executive officer of the Trust or of the
surviving entity, or the sale in a single transaction or series of related
transactions of a majority of the issued and outstanding Common Shares of the
Trust (any such event being referred to herein as a "Change of Control");

            (2) The departure or termination (whether voluntary or involuntary)
of Michael Ashner, other than in the event of death or disability, or any breach
of that certain Exclusivity Services Agreement, dated December 31, 2003, between
the Trust and Michael Ashner (without regard to any amendment thereof after the
date hereof).

            (3) Any delay in the audit of the Trust's consolidated annual
financial statements for a given fiscal year for more than 180 calendar days
after the end of such fiscal year;

            (4) Any failure by the Trust to file required reports or forms
pursuant to the Sarbanes-Oxley Act of 2002 (other than a delay in the filing of
a 10-K for the reasons listed in paragraph (3) above);

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            (5) The termination of the Trust's election to be or its failure to
qualify as a "real estate investment trust" under Section 856 of the Internal
Revenue Code; or

            (6) The receipt by the Trust of a final notice of delisting from the
New York Stock Exchange.

In the event of a Compliance Failure, the Trust shall give written notice of
such Compliance Failure to each holder of Series B-1 Preferred Shares within
five business days and any holder of Series B-1 Preferred Shares shall have the
right, by written notice delivered to the Trust (a "Compliance Redemption
Demand"), to require the Trust to redeem, within 30 days of receipt of the
Compliance Redemption Demand, all or any portion of the Series B-1 Preferred
Shares held by such holder at a price per share (the "Compliance Redemption
Price") equal to (A) 150% of the Liquidation Preference of such Series B-1
Preferred Shares if such Compliance Redemption Demand is given prior to February
28, 2008 or (B) 125% of the Liquidation Preference of such Series B-1 Preferred
Shares, if such Compliance Redemption Demand is given on or after February 28,
2008. In addition, in the event of the death or disability of Michael Ashner,
and the occurrence within 12 months thereafter of any Change of Control, any
holder of Series B-1 Preferred Shares shall have the right, by delivery to the
Trust of a Compliance Redemption Demand, to require the Trust to redeem, within
30 days of receipt of the Compliance Redemption Demand, all or any portion of
the Series B-1 Preferred Shares held by such holder at a Compliance Redemption
Price equal to 100% of the Liquidation Preference for such Series B-1 Preferred
Shares.

      (c)   Redemption Procedures. On or prior to the date (a "Redemption Date")
            of a redemption pursuant to sections (a) or (b) above, the Trust
            shall deposit the aggregate Mandatory Redemption Price or Compliance
            Redemption Price payable for all Series B-1 Preferred Shares to be
            redeemed (such aggregate amount being referred to as the "Redemption
            Price") with a bank or trust corporation having aggregate capital
            and surplus in excess of $500,000,000 as a trust fund for the
            benefit of the holders of the shares of Series B-1 Preferred Shares,
            with irrevocable instructions and authority to the bank or trust
            corporation to pay the allocable portion of the Redemption Price for
            such shares to their respective holders on or after the Redemption
            Date upon receipt of the certificate or certificates of the shares
            of Series B-1 Preferred Shares to be redeemed. From and after the
            Redemption Date, unless there shall have been a default in payment
            of the Redemption Price, all rights of the holders of shares of
            Series B-1 Preferred Shares as holders of Series B-1 Preferred
            Shares (except the right to receive the Redemption Price upon
            surrender of their certificate or certificates) shall cease as to
            those shares of Series B-1 Preferred Shares redeemed, and such
            shares shall not thereafter be transferred on the books of the Trust
            or be deemed to be outstanding for any purpose whatsoever. If on the
            Redemption Date the funds of the Trust legally available for
            redemption of shares of Series B-1 Preferred Shares are insufficient
            to redeem the total number of shares of Series B-1 Preferred Shares
            to be redeemed on such date, then the Trust will use those funds
            which are legally available therefor to redeem the maximum possible
            number of shares of Series B-1 Preferred Shares ratably among the
            holders of such shares to be redeemed based upon their holdings of

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            Series B-1 Preferred Shares. The shares of Series B-1 Preferred
            Shares not redeemed shall remain outstanding and entitled to all the
            rights and preferences provided herein. At any time thereafter when
            additional funds of the Trust are legally available for the
            redemption of shares of Series B-1 Preferred Shares such funds will
            immediately be used to redeem the balance of the shares of Series
            B-1 Preferred Shares to be redeemed unless, in the case of a
            redemption pursuant to Section 5(b) above, a holder of such shares
            elects otherwise. The Trust shall not redeem any Parity Shares
            except ratably with the Series B-1 Preferred Shares. No dividends or
            other distributions shall be declared or paid on, nor shall the
            Trust redeem, purchase or acquire any Junior Shares unless the
            Redemption Price per share of all shares elected to be redeemed
            shall have been paid in full. Until the Redemption Price for each
            share of Series B-1 Preferred Shares elected or required to be
            redeemed shall have been paid in full, such share of Series B-1
            Preferred Shares shall remain outstanding for all purposes and
            entitle the holder thereof to all the rights and privileges provided
            herein, including, without limitation, that dividends and interest
            thereon shall continue to accrue and, if unpaid prior to the date
            such shares are redeemed, shall be included as part of the
            Redemption Price as provided in this Section 5(c).

IN WITNESS WHEREOF, this Amendment to Certificate of Designations has been duly
executed by the undersigned this 12th day of November, 2007.

WINTHROP REALTY TRUST


By:
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    Michael L. Ashner
    Chairman and Chief Executive Officer