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): March 18, 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
                               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 Partners") that it has not been
pursuing, and has no present intention of pursuing, an alternative transaction
to the proposed merger transaction between the registrant and Gotham Golf Corp.


         The press release further reported that the registrant has not
requested permission from Gotham Partners to explore alternatives with any
person who has made an unsolicited proposal for the registrant. The statement to
that effect in a letter, dated March 12, 2003, from Gotham Partners to the
registrant and filed as an exhibit to an amendment to Gotham Partners' 13D
filing, is incorrect.


         The proposed merger transaction between the registrant and Gotham Golf
Corp. currently is enjoined by an order of the New York State Supreme Court for
New York County that has been appealed by both the registrant and Gotham
Partners. Oral argument with respect to the appeal was held before a judicial
panel of the Appellate Division - First Department of the New York State Supreme
Court on March 11, 2003. There is no specific timetable for the appellate court
to render its decision.



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

     99.1 Press Release, dated March 18, 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:    March 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 March 18, 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 - March 18, 2003 - First Union Real Estate Equity and
Mortgage Investments (NYSE: FUR) announced today that it has reconfirmed to
Gotham Partners, L.P. that it has not been pursuing, and has no present
intention of pursuing, an alternative transaction to the proposed merger
transaction between First Union and Gotham Golf.

First Union has not requested permission from Gotham Partners to explore
alternatives with any person who has made an unsolicited proposal for First
Union. The statement to that effect in a letter, dated March 12, 2003, from
Gotham Partners to First Union and filed as an exhibit to an amendment to Gotham
Partners' 13D filing, is incorrect.

The proposed merger transaction between First Union and Gotham Golf currently is
enjoined by an order of the New York State Supreme Court for New York County
that has been appealed by both First Union and Gotham Partners. Oral argument
with respect to the appeal was held before a judicial panel of the Appellate
Division - First Department of the New York State Supreme Court on March 11,
2003. There is no specific timetable for the appellate court to render its
decision.

Gotham has informed First Union that it intends to abide by its obligations
under the merger agreement in due course if the pending injunction is lifted.

First Union is contractually obligated under the merger agreement to pursue the
proposed transaction with Gotham Partners unless a superior proposal is made,
that is, an offer consisting of cash or publicly traded securities for more than
90% of First Union's common shares or all or substantially all of First Union's
assets that would be more favorable to the holders of the common shares than the
transactions with Gotham Partners. The pending litigation does not give First
Union the contractual right under the merger agreement to terminate its
obligations to complete the transaction. If First Union were to seek to
terminate its obligations solely for that reason, First Union could incur
liability to Gotham Partners that may include responsibility for the payment of
Gotham Partners' expenses for the transaction, which First Union believes may
exceed $8 million.


In the event that, for any reason, the Gotham Golf merger were not consummated,
it is the current intention of the Trustees of First Union to continue to
operate First Union as an ongoing enterprise and to examine other strategic
alternatives only if it deems it appropriate to do so. No alternative
transaction would be considered without the Board first conducting a full
examination of its strategic alternatives. Furthermore, as previously stated,
the First Union Board of Trustees has no present intention of liquidating First
Union.

In the proposed merger transaction, 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. Holders of Preferred Shares would receive preferred shares
of Gotham Golf Corp., as provided for under the terms of the Preferred Shares.

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.