This paper gave an overview introduction about umbrella partnership real estate investment trust (UPREIT) to the readers who are not related to real estate and accounting major. To show how UPREIT defer capital gain taxes,makes good cash flow and maximize profit in real estate finance,the paper included the theory and structure of UPREIT(real estate investment trust),partnership issues,advantage and disadvantage,and created a proforma to demonstrate how UPREIT works. This paper gave an overview introduction about umbrella partnership real estate investment trust (UPREIT) to the readers who are not related to real estate and accounting major. To show how UPREIT defer capital gain taxes, makes good cash flow and maximize profit in real estate finance , the paper included the theory and structure of UPREIT (real estate investment trust), partnership issues, advantage and disadvantage, and created a proforma to demonstrate how UPREIT works.