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

    5/01

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







                                         TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED,
                                               DISPOSED OF, OR BENEFICIALLY OWNED
                                                                                                
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          5/31/01         J**              67,118   D    **    3,077,840            I               ***





                                           TABLE II -- DERIVATIVE SECURITIES ACQUIRED,
                                               DISPOSED OF, OR BENEFICIALLY OWNED
                                                                                 
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     |
___________________|_____________|____________|______|_____|________|________|_________|_________|________|____________|












                                                         
|  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)     |                   |                 |
|_______________________|___________________|___________________|_________________|







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 May 31, 2001, Magten distributed in kind 67,118 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: July 9, 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.BD8