SC TO-C

                       SECURITIES AND EXCHANGE COMMISSION,

                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO

           TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

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

                               FUR INVESTORS, LLC
                        (Names of Filing Persons-Offeror)

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         Common Shares of Beneficial Interest, par value $1.00 per share
                         (Title of Class of Securities)

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

                                    337400105
                      (CUSIP Number of Class of Securities)

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

                              Mr. Michael L. Ashner
                               FUR Investors, LLC
                             100 Jericho Quadrangle
                                    Suite 214
                             Jericho, New York 11753
                                 (516) 822-0022
                 (Name, Address and Telephone Numbers of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                                 With a copy to:

                              Mark I. Fisher, Esq.
                          Katten Muchin Zavis Rosenman
                               575 Madison Avenue
                            New York, New York 10022
                                 (212) 940-8877

                            CALCULATION OF FILING FEE

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

Transaction Valuation* Not Applicable       Amount of Filing Fee: Not Applicable

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

|_|   Check the box if any part of the fee is offset as provided by Rule 0- 11
      (a) (2) and identify the filing with which the offsetting fee was
      previously paid. Identify the previous filing by registration statement
      number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   Not Applicable           Filing Party: Not Applicable
Form or Registration No.: Not Applicable           Date Filed:   Not Applicable

|X|   Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer. Check the appropriate
      boxes below to designate any transactions to which the statement relates:

      |X|   third-party tender offer subject to Rule 14d-1.

      |_|   issuer tender offer subject to Rule 13e-4.

      |_|   going-private transaction subject to Rule 13e-3.

      |_|   amendment to Schedule 13D under Rule 13d-2.

      Check the following box if the filing is a final amendment reporting the
      results of the tender offer: |_|



      On November 26, 2003, FUR Investors, LLC and First Union Real Estate
Equity and Mortgage Investments issued a joint press release; a copy of the
press release is filed as Exhibit 1 hereto and is incorporated herein by
reference.

IMPORTANT INFORMATION:

FUR INVESTORS, LLC HAS NOT YET COMMENCED THE TENDER OFFER REFERRED TO IN THIS
STATEMENT. UPON THE COMMENCEMENT OF ANY TENDER OFFER, IT WILL FILE A TENDER
OFFER STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. THAT STATEMENT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND SHOULD BE READ BY
SECURITY HOLDERS. WHEN THE TENDER OFFER IS COMMENCED, YOU WILL BE ABLE TO OBTAIN
AT NO CHARGE (I) THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS WHEN THEY BECOME
AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV AND (II) THE OFFER TO PURCHASE AND ALL RELATED DOCUMENTS FROM
THE OFFEROR.


                                       2

EX-99.1

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 PROPOSED EQUITY INVESTMENT
                                AND TENDER OFFER

FOR IMMEDIATE RELEASE - November 26, 2003 - First Union Real Estate Equity and
Mortgage Investments (NYSE:FUR) and FUR Investors, LLC, an entity controlled by
real estate investor Michael L. Ashner, today announced that they have entered
into a Stock Purchase Agreement pursuant to which FUR Investors, LLC will
purchase a minimum of 5,000,000 and a maximum of 5,185,724 newly issued common
shares from the Company at a price of $2.60 per share. As part of the
transaction, FUR Investors, LLC will also commence a tender offer to purchase up
to 5,000,000 common shares, at a price of $2.30 per share. In the event that the
tender offer is not fully subscribed, the Company will increase the number of
shares to be issued to FUR Investors, LLC by the amount of the deficiency, up to
a total of 5,185,724 newly issued shares. The tender offer is expected to
commence on or prior to December 5, 2003. The closing of the purchases under the
Stock Purchase Agreement will occur shortly after the closing of the tender
offer, at which time FUR Investors, LLC will own a maximum of 10,000,000 common
shares of the Company.

The Stock Purchase Agreement provides that the Company's existing board of
trustees shall review and approve recommendations made by Mr. Ashner for
additional members to the Company's board of trustees to serve upon the closing
of the transaction. Two of the existing members of the board of trustees are
expected to resign at such time. The transaction is subject to customary closing
conditions.

As part of the transaction, at the closing, Mr. Ashner will become President and
Chief Executive Officer of the Company and an affiliate of Mr. Ashner will
provide asset management and general advisory services for the Company pursuant
to an advisory agreement negotiated at arms-length between the Company's
existing board of trustees and Mr. Ashner. Mr. Ashner has no present affiliation
with the Company and owns less than 0.04% of the outstanding common shares.

FUR INVESTORS, LLC HAS NOT YET COMMENCED THE TENDER OFFER REFERRED TO IN THIS
RELEASE. UPON THE COMMENCEMENT OF THE TENDER OFFER, FUR INVESTORS, LLC WILL FILE
A TENDER OFFER STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. THAT
STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND SHOULD
BE READ BY SECURITY HOLDERS. WHEN THE TENDER OFFER IS COMMENCED, YOU WILL BE
ABLE TO OBTAIN AT NO CHARGE (I) THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS
WHEN THEY BECOME AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE
AT HTTP://WWW.SEC.GOV AND (II) THE OFFER TO PURCHASE AND ALL RELATED DOCUMENTS
FROM THE OFFEROR.



IN ADDITION, INVESTORS AND SECURITY HOLDERS SHOULD READ FIRST UNION'S SCHEDULE
14D-9, WHEN FILED, AS IT WILL CONTAIN THE REGISTRANT'S RECOMMENDATION STATEMENT
IN CONNECTION WITH THE TENDER OFFER AND OTHER IMPORTANT INFORMATION RELATING TO
THE TENDER OFFER. Investors and security holders may obtain a free copy of the
Schedule 14D-9 and related documents when filed with the Securities and Exchange
Commission at the Commission's website listed above.

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