<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: First Union Real Estate Equity and Mortgage
Investments
Title of Class of Securities: Shares of Beneficial Interest
CUSIP Number: 337400105
(Date of Event Which Requires Filing of this Statement)
February 19, 1999
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/X/ Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP Number: 337400105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Magten Asset Management Corp.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
2,159,800 (includes 1,550 calls exercisable into
155,000 shares)
7. Sole Dispositive Power:
8. Shared Dispositive Power:
3,657,700 (includes 1,550 calls exercisable into
155,000 shares)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
3,657,700 (includes 1,550 calls exercisable into
155,000 shares)
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
-2-
<PAGE>
11. Percent of Class Represented by Amount in Row (9)
11.6%
12. Type of Reporting Person
IA, CO
-3-
<PAGE>
CUSIP Number: 337400105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Talton R. Embry
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
279,900
6. Shared Voting Power:
2,159,800 (includes 1,550 calls exercisable into
155,000 shares)
7. Sole Dispositive Power:
279,900
8. Shared Dispositive Power:
3,657,700 (includes 1,550 calls exercisable into
155,000 shares)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
3,937,600 (includes 1,550 calls exercisable into
155,000 shares)
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
-4-
<PAGE>
11. Percent of Class Represented by Amount in Row (9)
12.5%
12. Type of Reporting Person
IN
-5-
<PAGE>
Item 1(a) Name of Issuer: First Union Real Estate Equity
and Mortgage Investments
(b) Address of Issuer's Principal Executive Offices:
55 Public Square
Suite 1910
Cleveland, Ohio 44113
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Magten Asset Management Corp.
Talton R. Embry
35 East 21st Street
New York, New York 10010
Magten Asset Management Corp. - Delaware
corporation
Talton R. Embry - United States citizen
(d) Title of Class of Securities: Shares of
Beneficial Interest
(e) CUSIP Number: 337400105
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) /X/ Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
-6-
<PAGE>
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: 3,657,700 shares
(includes 1,550 calls exercisable into 155,000
shares) owned by Magten Asset Management Corp.;
3,937,600 shares (includes 1,550 calls
exercisable into 155,000 shares) owned by
Talton R. Embry.
(b) Percent of Class: 11.6% by Magten Asset
Management Corp.; 12.5% by Talton R. Embry.
(c) Magten Asset Management Corp.: 2,159,800 shares
(includes 1,550 calls exercisable into 155,000
shares) with shared power to vote or to direct
the vote; 0 shares with sole power to vote or
to direct the vote; 3,657,700 shares (includes
1,550 calls exercisable into 155,000 shares)
with shared power to dispose or to direct the
disposition of; 0 shares with the sole power to
dispose or to direct the disposition of
Talton R. Embry: 2,159,800 shares (includes
1,550 calls exercisable into 155,000 shares)
with shared power to vote or to direct the
vote; 279,900 shares with sole power to vote
or to direct the vote; 3,657,700 shares
(includes 1,550 calls exercisable into 155,000
shares) with shared power to dispose or to
-7-
<PAGE>
direct the disposition of; 279,900 shares with
the sole power to dispose or to direct the
disposition of
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Magten's investment advisory clients have the right
to receive dividends from the Securities to which
this Schedule 13G relates.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(b): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
-8-
<PAGE>
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.
MAGTEN ASSET MANAGEMENT CORP.
/s/ Talton R. Embry
By:
Talton R. Embry
Managing Director
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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.
/s/ Talton R. Embry
_________________________
Talton R. Embry
March 25, 1999
______________
Date
-9-
<PAGE>
AGREEMENT
The undersigned agree that this Schedule 13G dated
March 25, 1999 relating to the Common Stock of First Union
Real Estate Equity and Mortgage Investments shall be filed
on behalf of the undersigned.
MAGTEN ASSET MANAGEMENT CORP.
/s/ Talton R. Embry
By:
Talton R. Embry
Managing Director
/s/ Talton R. Embry
_________________________
Talton R. Embry
10
01651001.AP1
