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
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 Investments
FUR
3. IRS Number of Reporting Person (Voluntary)
4. Statement for Month/Year
12/00
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s)to Issuer (Check all
applicable)
( ) Director (X) 10% Owner* ( ) Officer (give title
below) (X) 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
<PAGE>
<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| | | |
_________________________________________________________________________________________________________________________________
Common Stock 12/04/00 S 5,300 D 2.262 4,470,776 I ***
Common Stock 12/27/00 J** 58,844 D ** 4,470,776 I ***
</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 |
___________________|_____________|____________|______|_____|________|________|_________|_________|________|____________|
</TABLE>
<TABLE>
<PAGE>
<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) | | |
|_______________________|___________________|___________________|_________________|
</TABLE>
<PAGE>
Explanation of Responses:
* The Reporting Person is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940
and has voting power and investment power with respect to
securities in its clients' accounts. The managing director
of the Reporting Person is a member of the Board of
Directors of the Issuer. The Reporting Person disclaims
any obligation to file this report, and this report shall
not be deemed an admission that the Reporting Person is
subject to Section 16 with respect either to the Issuer or
such securities.
** On December 27, 2000, Magten distributed in kind 58,844
shares of the Issuer's Common Stock to an investment
advisory client.
*** The amount of securities shown in columns 4 and 5 of Table
I of this Form 4 is owned beneficially either by the
Reporting Person's minor children, pension trusts for the
benefit of current and former employees of Magten or
discretionary accounts managed by Magten. The Reporting
Person disclaims beneficial ownership of the securities
held by his minor children and the discretionary accounts
managed by Magten for purposes of Section 16 or for any
other purpose. The Reporting Person disclaims beneficial
ownership of the securities owned by the pension trusts for
the benefit of current and former employees of Magten for
Section 16 or for any other purpose, except to the extent
of the Reporting Person's pro rata interest in such
securities.
Signature of Reporting Person:
/s/ Talton R. Embry
__________________________
Date: January 10, 2001
**** 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.AZ0
