UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 3

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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.  Date of Event Requiring Statement (Month/Day/Year)

    February 19, 1999

3.  IRS Number of Reporting Person
    (Voluntary)

4.  Issuer Name and Ticker or Trading Symbol

    First Union Real Estate Equity and Mortgage
    FUR

5.  Relationship of Reporting Person(s) to Issuer (Check all
    applicable)

    ( ) Director (X) 10% Owner* ( ) Officer (give title
    below) ( ) Other    (specify below)

6.  If Amendment, Date of Original (Month/Day/Year)

7.  Individual or Joint/Group Filing (Check Applicable Line)
   (X) Form filed by One Reporting Person
   ( ) Form filed by More than One Reporting Person
   

     Table I -- Non-Derivative Securities Beneficially Owned

1. Title of Security 2. Amount of    3. Ownership     4. Nature of Indirect
                        Securities      Form:            Beneficial Ownership
                        Beneficially    Direct(D) or 
                        Owned           Indirect(I) 

Common Stock           203,950          D             





Common Stock            28,950 **       I                By Wife
Common Stock            47,000 **       I                By Children
Common Stock           730,600 **       I                By Trust


















































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            Table II -- Derivative Securities Beneficially Owned

                                                                        
1.Title of     2.Date Exer-    3.Title and Amount     4. Conver-      5. Ownership     6. Nature of
  Derivative     cisable and     of Securities           sion or         Form of          Indirect
  Security       Expiration      Underlying              Exercise        Derivative       Beneficial
                 Date            Derivative Security     Price of        Security:
                 Ownership
                 (Month/Day/      ---------------        Deri-           Direct(D) or
                 Year)           Title   Amount or       vative          Indirect (I)
               ---------------           Number of       Security
               Date    Expira-           Shares
               Exer-   tion
               cisable Date




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.


SIGNATURE OF REPORTING PERSON

    /s/ Talton R. Embry
    ___________________________
       Talton R. Embry
       
DATE
March 25, 1999














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