SECURITIES AND EXCHANGE COMMISSION

FORM 10-K/A-2

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

FOR THE FISCAL YEAR ENDED 12-31-99       COMMISSION FILE NUMBER 1-6249

FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS

551 FIFTH AVENUE — SUITE 1416

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 905-1100

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF CLASS: Shares of Beneficial Interest, par value $1.00 per share

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes [X] No [ ]

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State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing.

As of January 31, 2000, 33,596,117 Shares of Beneficial Interest were held by non-affiliates, and the aggregate market value of such shares was approximately $161,681,313

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

42,471,729 SHARES OF BENEFICIAL INTEREST WERE OUTSTANDING AS OF JANUARY 31, 2000

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes

1999 Annual Report to Shareholders

The undersigned registrant hereby amends the following items and exhibits of its Annual Report for the fiscal year ended December 31, 1999 previously filed on Form 10-K as set forth in the pages attached hereto.

Cover Page

PART II.

PART IV.

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PART II

      “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented on pages 28 through 35 of Exhibit 13.

ITEM 8.  FINANCIAL STATEMENTS.

      The “Combined Balance Sheets” as of December 31, 1999 and 1998, and the “Combined Statements of Operations, Combined Statements of Comprehensive Income, Combined Statements of Changes in Cash, Combined Statements of Shareholders’ Equity” for the years ended December 31, 1999, 1998 and 1997, of the registrant, “Notes to Combined Financial Statements” and “Report of Independent Public Accountants” are presented on pages 4 through 27 of Exhibit 13.

PART IV

(a)  Financial Statements and Financial Statement Schedules.

     (1) Financial Statements:

          Combined Balance Sheets—December 31, 1999 and 1998 on page 4 of Exhibit 13.

          Combined Statements of Operations—For the Years Ended December 31, 1999, 1998 and 1997 on page 5 of Exhibit 13.

          Combined Statements of Comprehensive Results—For the Years Ended December 31, 1999, 1998 and 1997 on page 5 of Exhibit 13.

          Combined Statements of Shareholders' Equity—For the Years Ended December 31, 1999, 1998 and 1997 on page 6 and 7 of Exhibit 13.

          Combined Statements of Changes in Cash—For the Years Ended December 31, 1999, 1998 and 1997 on page 8 of Exhibit 13.

          Notes to Combined Financial Statements on pages 9 through 26 of Exhibit 13.

          Report of Independent Public Accountants on page 27 of Exhibit 13.

     (2) Financial Statement Schedules:

          Report of Independent Public Accountants on Financial Statement Schedules.

(b)  Exhibits

      (23)(c) Consent of Independent Public Accountants

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this
Form 10-K/A-2 amending its Annual Report on Form 10-K for the fiscal year ended December 31, 1999, previously filed, to be signed on its behalf by the undersigned thereunto duly authorized.

November 6, 2000

	FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
	By: /s/ Daniel P. Friedman
	Daniel P. Friedman
	President and Chief Executive Officer
	By: /s/ Neil H. Koenig
	Neil H. Koenig
	Interim Chief Financial Officer

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON

FINANCIAL STATEMENT SCHEDULES

To First Union Real Estate Equity
   and Mortgage Investments:

      We have audited in accordance with auditing standards generally accepted in the United States, the combined financial statements included in the registrant’s 1999 Annual Report, included as Exhibit 13 of this Form 10-K, and have issued our report thereon dated March 1, 2000. Our audit was made for the purpose of forming an opinion on those combined statements taken as a whole. The schedules listed under Item 14(a)(2) on page 17 are the responsibility of management and are presented for purposes of complying with the Securities and Exchange Commission’s rules and are not part of the basic combined financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic combined financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic combined financial statements taken as a whole.

Cleveland, Ohio,
March 1, 2000.

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