8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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) October 28, 2005

             FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
             -------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                      Ohio
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                 (State or Other Jurisdiction of Incorporation)

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

7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts        02114
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(Address of Principal Executive Offices)                              (Zip Code)

                                 (617) 570-4600
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

                                       n/a
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFT|R 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01. Entry into a Material Definitive Agreement

      On October 28, 2005, First Union Real Estate Equity and Mortgage
Investment (the "Registrant"), through its wholly-owned operating partnership
First Union REIT, L.P. (the "Operating Partnership") entered into a joint
venture agreement with Marc Ontario LLC pursuant to which they formed FT-Ontario
Holdings LLC ("FT-Ontario"), a Delaware limited liability company. FT-Ontario
was formed for the purpose of making the acquisition described in Item 2.01
below.

      Pursuant to the terms of the joint venture agreement, the Operating
Partnership and Marc Ontario LLC contributed approximately $5.7 million and $1.4
million, respectively, to the capital of FT-Ontario. The Operating Partnership
is the managing member of FT-Ontario and holds an 80% interest in FT-Ontario. At
such time as each of the members of FT-Ontario receive aggregate distributions
equal to their invested capital plus a 9% cumulative return thereon, the
Operating Partnership's interest in FT-Ontario decreases to 75%.

ITEM 2.01. Completion of Acquisition or Disposition of Assets.

      On October 28, 2005, FT-Ontario acquired through two wholly owned
subsidiaries 128,000 square feet of retail and office space consisting of the
first six floors in a mixed-use building together with 208 parking spaces
located at One East Erie, Chicago, Illinois (the "Property"). The Property was
acquired from American Invesco, an unaffiliated third party, for an aggregate
purchase price of approximately $26.5 million. FT-Ontario incurred approximately
$518,000 in closing costs. The purchase price was funded through the capital
contribution made to FT-Ontario by the Operating Partnership and Marc Ontario
LLC, with the balance being provided from a loan from the Operating Partnership
to FT-Ontario which is described in Item 2.03 below.

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an
          Off-Balance Sheet Arrangement of a Registrant.

      In connection with the acquisition of the Property, the Operating
Partnership made a loan to FT-Ontario in the original principal amount of
$19,902,771. The loan bears interest at the prime rate, requires monthly
payments of interest only and matures on October 28, 2006. It is presently
anticipated that this loan will be satisfied from a permanent first mortgage
loan obtained with respect to the Property. The loan is secured by FT-Ontario's
ownership interest in the two subsidiaries that hold the retail and office space
and the parking spaces, respectively.

ITEM 7.01 Regulation FD Disclosure

      On October 31, 2005, the Registrant announced the transaction described in
Items 1.01, 2.01 and 2.03 above. A copy of the press release is attached hereto
as exhibit 99.



ITEM 9.01 Financial Statements and Exhibits.

      (c)   Exhibits

      99.   Press Release dated October 31, 2005

                                   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 hereunto duly authorized on this 2nd day of November, 2005.

                                              FIRST UNION REAL ESTATE EQUITY AND
                                              MORTGAGE INVESTMENTS

                                              By: /s/ Carolyn Tiffany
                                                  ------------------------------
                                                  Carolyn Tiffany
                                                  Chief Operating Officer

EX-99.1

FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS

AT THE COMPANY
Carolyn Tiffany
Chief Operating Officer
(617) 570-4614

             FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
       ANNOUNCES ACQUISITION OF 128,000 SQUARE FEET OF RETAIL AND OFFICE
                                SPACE IN CHICAGO

      FOR IMMEDIATE RELEASE - Boston, Massachusetts- October 31, 2005-First
Union Real Estate Equity and Mortgage Investments (NYSE:FUR) announced today
that it has acquired 128,000 square feet of retail and office space in a
mixed-use building together with 208 parking spaces in Chicago, Illinois. This
acquisition was made through a joint venture in which First Union holds an 80%
interest with the balance held by an affiliate of Marc Realty LLC, to whom First
Union has previously made a number of secured loans. The gross purchase price
for the space and parking spots was $27 million. In connection with this
acquisition, First Union made a secured loan to the joint venture of $19.9
million, which loan bears interest at the prime rate. It is expected that a
first mortgage loan will be obtained in the near-term to replace this loan. The
balance of the purchase price was funded from capital contributions from First
Union and its joint venture partner.

      Peter Braverman, the President of First Union, stated "we are excited
about the opportunities that this investment provides us with and further
strengthens our presence in the Chicago market and our relation with Marc
Realty."

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

      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 Boston, Massachusetts.