8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): February 24, 2003

                   FIRST UNION REAL ESTATE EQUITY AND MORTGAGE
                                   INVESTMENTS
             (Exact name of registrant as specified in its charter)

                                      Ohio
                 (State or Other Jurisdiction of Incorporation)

                                            
             001-06249                                    34-6513657
       (Commission File Number)               (I.R.S. Employer Identification No.)



                          125 Park Avenue, 14th Avenue
                               New York, NY 10017
          (Address of principal executive offices, including ZIP code)

                                 (212) 949-1373
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)

ITEM 5.  OTHER EVENTS


         The registrant issued a press release in which it indicated that it has
reconfirmed to Gotham Partners, L.P. ("Gotham") that it was not pursuing, and
has no present intention of pursuing, an alternative transaction to its merger
with Gotham Golf Corp. The registrant has notified Gotham, as required by its
merger agreement, of an unsolicited proposal from a third party relative to the
possible acquisition of the registrant. The registrant has indicated to Gotham
that the alternative offer was not a superior proposal and that it would not be
pursued.

         The merger between the registrant and Gotham currently is enjoined by
an order of the New York State Supreme Court for New York County which has been
appealed by both the registrant and Gotham. The oral argument before the
three-judge panel of the Appellate Division - First Department of the New York
State Supreme Court is scheduled for March 11, 2003. There is no specific
timetable for the appellate court to render its decision.

         The registrant also announced that it intends to hold a shareholders
meeting for the purpose of the election of trustees no later than June 30, 2003.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS

                        
          99.1             Press Release, dated February 24, 2003, issued by
                           First Union Real Estate Equity and Mortgage
                           Investments.



                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:    February 24, 2003


                                        FIRST UNION REAL ESTATE EQUITY
                                        AND MORTGAGE INVESTMENTS

                                        By: /s/ NEIL H. KOENIG
                                            -----------------------------------
                                        Name:   Neil H. Koenig
                                        Title:  Interim Chief Financial Officer

                                              EXHIBIT LIST



       Exhibit
          No.              Description
      ---------            ---------------

                        
          99.1             Press Release, dated February 24, 2003, issued by
                           First Union Real Estate Equity and Mortgage
                           Investments.

EX-99.1

                                                                    Exhibit 99.1


Contact: First Union Real Estate Equity and Mortgage Investments
         Neil Koenig, Interim Chief Financial Officer
        (212) 949-1373


 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS AFFIRMS PURSUIT OF
PROPOSED MERGER WITH GOTHAM GOLF CORP.

FOR IMMEDIATE RELEASE - February 24, 2003 - First Union Real Estate Equity and
Mortgage Investments (NYSE: FUR) announced today that it has reconfirmed to
Gotham Partners, L.P. that it was not pursuing, and has no present intention of
pursuing, an alternative transaction to First Union's merger with Gotham Golf
Corp. First Union has notified Gotham, as required by its merger agreement, of
an unsolicited proposal from a third party relative to the possible acquisition
of First Union. First Union has indicated to Gotham that the alternative offer
was not a superior proposal and that it would not be pursued.

The merger between First Union and Gotham currently is enjoined by an order of
the New York State Supreme Court for New York County which has been appealed by
both First Union and Gotham. The oral argument before the three-judge panel of
the Appellate Division - First Department of the New York State Supreme Court is
scheduled for March 11, 2003. There is no specific timetable for the appellate
court to render its decision.

Separately, First Union announced that it intends to hold a shareholders meeting
for the purpose of the election of trustees no later than June 30, 2003.

Materials with respect to the merger have been filed with the Securities and
Exchange Commission and sent to the First Union shareholders in early November.
As previously announced, the Company's common shareholders approved the merger
at a reconvened special meeting on November 27, 2002. In the proposed merger
transaction, holders of Preferred Shares would receive preferred shares of
Gotham Golf Corp., as provided for under the terms of the Preferred Shares.
Holders of First Union common shares would receive for each common share held
(i) $1.98 in cash, (ii) a choice of $0.35 in cash or approximately 1/174th of a
debt instrument to be issued by a First Union subsidiary with a face value of
$100 and which is indirectly secured by First Union's principal real estate
assets and (iii) rights to purchase common shares of Gotham Golf Corp.

In the event that the appeal of the injunction ultimately is not successful and
First Union is legally unable to complete the transaction under contract, First
Union intends to continue its operations as a real estate investment trust
(REIT). The First Union Board of Trustees has no present intention of
liquidating First Union.

INVESTORS AND SECURITY HOLDERS SHOULD READ THE DEFINITIVE MERGER AGREEMENT AND
THE REGISTRATION STATEMENT ON FORM S-4, AS AMENDED, OF GOTHAM GOLF AND SOUTHWEST
SHOPPING CENTERS CO. II, LLC ("SSCC") FILED ON OCTOBER 31, 2002, TO APPRISE
THEMSELVES OF THE PROPOSED TRANSACTION. IN ADDITION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/FINAL PROSPECTUS
REGARDING THE PROPOSED TRANSACTION REFERENCED IN THE FOREGOING BECAUSE IT
CONTAINS IMPORTANT INFORMATION. The definitive proxy statement/final prospectus
has been filed with the Securities and Exchange Commission by First Union,
Gotham Golf and SSCC and was mailed to First Union's shareholders on or about
November 6, 2002. Investors and security holders may obtain a free copy of the
definitive proxy statement/final prospectus and other documents filed by First
Union, Gotham Golf and SSCC with the Securities and Exchange Commission at the
Commission's website at www.sec.gov. The definitive proxy statement/final
prospectus and these other documents may also be obtained for free from First
Union.

The definitive proxy statement/final prospectus filed on October 31, 2002 may be
found at the Commission's website under the listings for either Gotham Golf
Corp. or Southwest Shopping Centers Co. II, L.L.C.

Certain statements contained in this news 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. The uncertainties and risks
include, but are not limited to, changes in market activity, changes in local
real estate conditions and markets, actions by competitors, interest rate
movements and general economic conditions. Further information about these
matters can be found in the information included in the Annual Report filed by
First Union with the SEC on Form 10-K, as amended, for its fiscal year ended
December 31, 2001.

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