SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
First Union Real Estate Equity and
Mortgage Investments
(Name of Issuer)
Series A Cumulative Convertible Redeemable
Preferred Shares of Beneficial Interest, par value $25
(Title of Class of Security)
337 400 303
(CUSIP Number)
William A. Scully
c/o Apollo Real Estate Advisors, L.P.
1301 Avenue of the Americas
New York, New York 10019
Telephone: (212) 261-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Patrick J. Foye, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
Telephone: (212) 735-2274
February 12, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3)
or (4), check the following box: [ ]
Check the following box if a fee is being paid with the
statement: [ ]
SCHEDULE 13D
CUSIP No.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (x)
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP NO.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO REAL ESTATE ADVISORS II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X)
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
PN
This Amendment No. 3 amends and supplements the following
Items of the Schedule 13D (the "Schedule 13D") of Apollo Real Estate
Investment Fund II, L.P. and Apollo Real Estate Advisors II, L.P.
originally filed on December 2, 1996 with the Securities and Exchange
Commission with respect to the Series A Cumulative Convertible
Redeemable Preferred Shares of Beneficial Interest, par value $25 per
share (the "Preferred Shares"), of First Union Real Estate Equity and
Mortgage Investments, an Ohio business trust ("First Union"). Unless
otherwise indicated, all capitalized terms used but not defined herein
have the meanings set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by adding the following:
(e) On February 12, 1998, pursuant to the terms of the
Certificate of Designations, dated as of October 23, 1996, for the
Preferred Shares, the Reporting Persons converted all 377,000 Preferred
Shares they beneficially owned into 1,246,287 shares of Beneficial
Interest, par value $1.00 per share, of First Union, and, accordingly,
ceased to be the beneficial owners of more than five percent of the
outstanding Preferred Shares.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: February 18, 1998
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P.
Managing Member
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
________________________________
Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital Advisors II, Inc.
APOLLO REAL ESTATE ADVISORS II, L.P.
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
____________________________________
Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital Advisors II, Inc.
