FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS
DFAN14A, 1995-03-27
REAL ESTATE INVESTMENT TRUSTS
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                                  SCHEDULE 14A

                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
                                (Amendment No. )

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
    Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

  First Union Real Estate Equity and Mortgage Investments
  ............................................................................
               (Name of Registrant as Specified In Its Charter)

  The Committee to Unlock the Value of First Union Real Estate Investments
  .............................................................................
    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
     Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
    14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
    and 0-11.

         1) Title of each class of securities to which transaction applies:
             Shares of Beneficial Interest, $1.00 par value
         ......................................................................

         2) Aggregate number of securities to which transaction applies:

         ......................................................................

         3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):

         ......................................................................

         4) Proposed maximum aggregate value of transaction:

         ......................................................................


         5) Total fee paid:

         ......................................................................

[X] Fee paid previously with preliminary materials.
[ ] Check box if any of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

         1) Amount Previously Paid:
         ......................................................................
         2) Form, Schedule or Registration Statement No.:
         ......................................................................

         3) Filing Party:
         ......................................................................

         4) Date Filed:
         ......................................................................


<PAGE>

      

                     THE COMMITTEE TO UNLOCK THE VALUE OF
                      FIRST UNION REAL ESTATE INVESTMENTS


Dear Fellow First Union Shareholder:

        We would like to take the opportunity to express our appreciation to
you for sending us your RED, WHITE & BLUE proxy card for the Annual Meeting of
Shareholders to be held on April 11, 1995. Your support is most gratifying.

        However, in order to avoid any dispute as to the validity of your proxy
card, we are asking that you sign, date and return a new proxy card with the
corrections indicated below:

--      Your previous proxy was unsigned or not clearly legible. (If signing as
attorney, executor, administrator, corporate officer, partner, trustee or
guardian, please sign and give your full title as such.)

--      Your previous proxy was undated. (Please date and sign to conform to
the name shown on the proxy.)

--      Your previous proxy, as signed, did not conform to the name shown on
the proxy. (Please date and sign the proxy exactly as the registration appears
on the proxy card, including your title if signing in other than an individual
capacity.)

--      Your previous proxy omitted your title or authority. (If signing as
attorney, executor, administrator, corporate officer, partner, trustee or
guardian, please sign and give your full title as such.)

--      Your previous proxy was not signed by all joint owner. (If shares are
registered in the name of more than one person, each such person should sign
the proxy card. If a joint tenant is deceased, please indicate that you are the
surviving joint owner.)

--      Your previous proxy, as marked, did not clearly specify your voting
instructions. (Please date, sign and clearly mark your copy.)

--      Other._____________________________________________________

        Please sign and date the enclosed RED WHITE & BLUE proxy card. Unless
otherwise specified, the proxy will be voted FOR Item 1 and will be voted to
ABSTAIN on Item 2 and will be voted in the discretion of the proxies on such
other matters as may properly come before the meeting or any adjournment(s) or
postponement(s) thereof, notwithstanding any instructions set forth on your
previously returned RED, WHITE & BLUE proxy card. This new proxy, which
automatically revoked any precious proxy, should be returned to us in the
self-addressed, stamped envelope provided.

      Your cooperation in the matter is greatly appreciated.  Thank you.

      The Committee to Unlock the Value of First Union Real Estate Investments





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