SC 14D9/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                Schedule 14D-9/A

                  SOLICITATION/ RECOMMENDATION STATEMENT UNDER
            SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. 1)

             FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
                            (Name of Subject Company)

             FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
                      (Name of PERSON(S) FILING STATEMENT)

              COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $1.00
                         (Title of Class of Securities)

                                    337400105
                      (Cusip Number of Class Of Securities)

                  NEIL KOENIG, INTERIM CHIEF FINANCIAL OFFICER
             FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
                                 125 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 949-1373
                  (Name, Address and Telephone Number of Person
          Authorized to Receive Notices and Communications on Behalf of
                         THE PERSON(s) FILING STATEMENT)

                                 With a copy to:

                               Gary J. Wolfe, Esq.
                               Seward & Kissel LLP
                             One Battery Park Plaza
                            New York, New York 10004
                            Telephone: (212) 574-1200
                            Facsimile: (212) 480-8421





                                TABLE OF CONTENTS

       Item 9. Exhibits.
       Signature
       Exhibit (a)(2)



                                  INTRODUCTION

This Amendment No. 1 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and Exchange
Commission by First Union Real Estate Equity and Mortgage Investments ("First
Union") on December 8, 2003. The purpose of this Amendment No. 1 to the Schedule
14D-9 is to include a joint press release issued by First Union and FUR
Investors LLC ("FUR"), dated December 10, 2003, as Exhibit (a)(2). All other
information is unchanged.





The information set forth in the Schedule 14D-9 filed December 8, 2003 is
incorporated by reference in this Amendment No. 1 to the Schedule 14D-9 in Items
1 through 8.

Item 9. Exhibits.

Exhibit No.             Description

         (a)(1) Letter to Shareholders dated December 8, 2003.*

         (a)(2) Joint Press Release issued by First Union and FUR dated
                December 10, 2003.

- --------------
*Previously filed.





                                    SIGNATURE

     After due 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.


                               FIRST UNION REAL ESTATE EQUITY
                               AND MORTGAGE  INVESTMENTS

                                By: /s/ Neil Koenig
                                    ---------------
                                      Name: Neil Koenig
                                      Title: Interim Chief Financial Officer

Dated December 10, 2003

22062.0001 #449181

EX-99

                                                                  Exhibit (a)(2)
AT THE COMPANY
Neil H. Koenig
Interim Chief Financial Officer
(212) 949-1373

FOR IMMEDIATE RELEASE

           FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS AND
                FUR INVESTORS, LLC ANNOUNCE AMENDMENT TO TERMS OF
                               ADVISORY AGREEMENT

FOR IMMEDIATE RELEASE - New York, New York, December 10, 2003 - First Union Real
Estate Equity and Mortgage Investments (NYSE:FUR) and FUR Investors, LLC have
announced a modification to the advisory agreement to be entered into between
First Union and FUR Advisors, LLC, an affiliate of FUR Investors, at the closing
of the transactions contemplated by the previously announced November 26, 2003
stock purchase agreement between the parties. Pursuant to the stock purchase
agreement, FUR Investors agreed (i) to purchase up to 5,185,724 newly issued
shares from First Union at a price of $2.60 per share and (2) to commence a
tender offer to purchase up to 5,000,000 common shares at $2.30 per share. The
tender offer commenced on December 1st and is scheduled to expire on December
29, 2003.

The purpose of the modification is to reflect the potential impact of two recent
court decisions involving First Union. One of the decisions was a favorable
decision by the California Court of Appeals relating to Peach Tree Center, a
property formerly owned by First Union, while the other decision was an
unfavorable decision by the Supreme Court of Arkansas that impacts First Union's
Park Plaza Mall in Little Rock, Arkansas.

The proposed advisory agreement provided for the payment of an incentive fee to
the advisor after distributions to FUR shareholders exceeded a specified
"hurdle" amount. As a result of the modification, the hurdle amount has been
increased by the amount that is ultimately received by First Union as a result
of the California litigation, less expenses and subrogation payments, and
further reduced by $2,000,000, representing the amount attributed for these
purposes to the Arkansas decision. In no event, however, will the hurdle amount
be reduced as a result of this modification.

                             -----------------------

Certain statements contained in this press release that are forward-looking are
based on current expectations that are subject to a number of uncertainties and
risks, and actual results may differ materially. Further information about these
matters and the risks generally with respect to First Union can be found in
First Union's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission.

First Union Real Estate Equity and Mortgage Investments is a NYSE-listed real
estate investment trust (REIT) headquartered in New York, New York.

22062.0001 #449199