SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HBK INVESTMENTS L P

(Last)

(First)

(Middle)

300 CRESCENT CT

STE 700

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2005

3. Issuer Name and Ticker or Trading Symbol
FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS [ [FUR] ]

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

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

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

6. 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 (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B-1 Cumulative Convertible Preferred Shares	⁽¹⁾	⁽²⁾	Common Shares	⁽³⁾	⁽⁴⁾	D
Security Based Swap (call equivalent position)	⁽⁵⁾	⁽⁵⁾	Common Shares	$187,000	⁽⁵⁾	D

Explanation of Responses:

1. Immediately convertible.

2. Outstanding shares must be redeemed not later than the seventh anniversary of their issue date.

3. 4,888,888 subject to adjustment of the conversion price.

4. $4.50 subject to adjustment as described in the charter.

5. HBK Master Fund L.P. ("Master Fund") is a party to a security based swap transaction that provides for payments by Master Fund to the counterparty or by the counterparty to Master Fund based on changes in the price of the common shares of beneficial interest of First Union Real Estate Equity and Mortgage Investments and any declared dividends. In addition, Master Fund makes a floating rate payment to the counterparty based on the notional aize of the transaction.

Remarks:

HBK Investments L.P. (the "Manager") has sole voting and dispositive power over the securities listed pursuant to Investment Management Agreements with HBK Fund L.P. and HBK Master Fund L.P., but the Manager has no pecuniary interest in such securities. The Series B-1 Cumulative Convertible Preferred Shares are held in the name of HBK Fund L.P. and the Security Based Swap is held in the name of Master Fund.

	Jon L. Mosle, Authorized Signatory	03/04/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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