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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person
Talton R. Embry
c/o Magten Asset Management Corp.
35 E. 21st St.
New York, New York
2. Issuer Name and Ticker or Trading Symbol
First Union Real Estate Equity and Mortgage
FUR
3. IRS Number of Reporting Person (Voluntary)
4. Statement for Month/Year
5/99
5. If Amendment, Date of Original (Month/Year)
6/10/99
6. Relationship of Reporting Person(s)to Issuer (Check all
applicable)
( ) Director (X) 10% Owner* ( ) Officer (give title below)
( ) Other (specify below)
7. Individual or Joint/Group Filing (check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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<TABLE>
<CAPTION>
TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED,
DISPOSED OF, OR BENEFICIALLY OWNED
<S> <C> <C> <C> <C> <C> <C>
1. Title of Security| 2. Transaction| 3. Transaction| 4. Securities | 5. Amount of | 6. Ownership |7. Nature of |
(Instr. 3) | Date | Code | Acquired (A) | Securities | Form: | Indirect |
| | (Instr. 8) | or Disposed | Beneficially | Direct (D) | Beneficial|
| (Month/ | | of (D) | Owned at End | or Indirect| Ownership |
| Day/ | | (Instr. 3,4, | of Month | (I) | (Instr. 4)|
| Year) | | and 5) | (Instr. 3 and 4)| (Instr. 4) | |
| | | | |(A) or| | | | |
| | Code | V | Amount|(D) |Price| | | |
_________________________________________________________________________________________________________________________________
290,780 D
45,500** I By Wife
65,100** I By Son
43,400** I By Daughter
Common Stock N/A J**** 75,695** N/A N/A 570,455** I By Trust
Common Stock N/A J**** 29,688** N/A N/A 245,848** I By Trust
Common Stock N/A J**** 21,709** N/A N/A 188,309** I By Trust
Common Stock N/A J**** 26,208** N/A N/A 235,508** I By Trust
Common Stock N/A J**** 4,461** N/A N/A 4,461** I By Corporation
Common Stock N/A J**** 13,402** N/A N/A 13,402** I By Partnership
</TABLE>
<TABLE>
<CAPTION>
TABLE II -- DERIVATIVE SECURITIES ACQUIRED,
DISPOSED OF, OR BENEFICIALLY OWNED
<S> <C> <C> <C> <C> <C> <C>
1. Title of | 2. Conver- | 3. Trans- | 4. Trans- | 5. Number of | 6. Date Exer- | 7. Title and Amount |
Derivative | sion or | action | action | Derivative | cisable and | of Underlying |
Security | Exercise | Date | Code | Securities | Expiration | Securities |
(Instr. 3) | Price of | (Month/ | (Instr. | Acquired | Date | (Instr. 3 and 4) |
| Deri- | Date/ | 8) | (A) or | (Month/Day/ | |
| vative | Year) | | Disposed of | Year) | |
| Security | | | (D) (Instr. | | |
| | | | 3, 4 and 5) | | |
| | |____________|_________________|___________________|_____________________|
| | | | | | | | | | |
| | | | | | | Date | Expira- | | Amount or |
| | | | | | | Exer- | tion | | Number of |
| | | Code | V | (A) | (D) | cisable | Date | Title | Shares |
___________________|_____________|____________|______|_____|________|________|_________|_________|________|____________|
Rights $4.00 5/12/99 C*** 83,080 4/21/99 5/12/99 Common 83,080
Rights $4.00 5/12/99 C*** 13,000** 4/21/99 5/12/99 Common 13,000**
Rights $4.00 5/12/99 C*** 18,600** 4/21/99 5/12/99 Common 18,600**
Rights $4.00 5/12/99 C*** 12,400** 4/21/99 5/12/99 Common 12,400**
Rights $4.00 5/12/99 C*** 141,360** 4/21/99 5/12/99 Common 141,360**
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Rights $4.00 5/12/99 C*** 61,760** 4/21/99 5/12/99 Common 61,760**
Rights $4.00 5/12/99 C*** 47,600** 4/21/99 5/12/99 Common 47,600**
Rights $4.00 5/12/99 C*** 59,800** 4/21/99 5/12/99 Common 59,800**
</TABLE>
<TABLE>
<S> <C> <C> <C>
| 8. Price of | 9. Number of | 10. Ownership | 11. Nature of |
| Derivative | derivative | Form of | Indirect |
| Security | Securities | Derivative | Beneficial |
| (Instr. 5) | Benefi- | Security | Ownership |
| | cially | Direct (D) | (Instr. 4) |
| | Owned at | or Indirect | |
| | End of | (I) (Instr. | |
| | Month | 4) | |
| | (Instr. 4) | | |
|_______________________|___________________|___________________|_________________|
N/A 0 N/A N/A
N/A 0 N/A N/A
N/A 0 N/A N/A
N/A 0 N/A N/A
N/A 0 N/A N/A
N/A 0 N/A N/A
N/A 0 N/A N/A
N/A 0 N/A N/A
</TABLE>
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Explanation of Responses:
* The Reporting Person may be deemed to be a member of a
group holding equity securities of the Issuer. The filing
of this report shall not be deemed to be an admission that
the Reporting Person is a member of such a group.
** The Reporting Person disclaims beneficial ownership of
these securities, and this report shall not be deemed an
admission that the Reporting Person is the beneficial owner
of such securities for purposes of Section 16 or for any
other purposes.
*** Exercise of pro-rata rights. On April 21, 1999, First
Union had issued one right for every 2.5 shares
outstanding.
**** The Reporting Person may be deemed to have a pecuniary
interest in these shares, which were not previously
reported.
Signature of Reporting Person:
/s/ Talton R. Embry
__________________________
Date: September 14, 1999
***** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See U.S.C. 1001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space is sufficient, see Instruction 6 for
procedure.
01651001.AQ9
