AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1999
                                                    REGISTRATION NO.  33-
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

           OHIO                                              34-6513657
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                        SUITE 1900, 55 PUBLIC SQUARE
                         CLEVELAND, OHIO 44113-1937
            (Address of Principal Executive Offices) (Zip Code)

          FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
       1999 AMENDED AND RESTATED LONG TERM INCENTIVE PERFORMANCE PLAN

          FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
                    1999 SHARE OPTION PLAN FOR TRUSTEES
                         (Full title of the plans)

         DANIEL P. FRIEDMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          FIRST UNION REAL ESTATE
                      EQUITY AND MORTGAGE INVESTMENTS
                        SUITE 1900, 55 PUBLIC SQUARE
                         CLEVELAND, OHIO 44113-1937
                               (216) 781-4030
         (Name, address, and telephone number of agent for service)

                                COPIES TO:

        STEVEN G. SCHEINFELD                             F. RONALD O'KEEFE
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON                HAHN LOESER & PARKS
        ONE NEW YORK PLAZA                                 3300 BP TOWER
     NEW YORK, NY  10004-1980                            200 PUBLIC SQUARE
         (212) 859-8000                              CLEVELAND, OHIO 44114-2301
                                                          (216) 621-0150

<TABLE>
<CAPTION>

                                           CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
                                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
           TITLE OF SECURITIES              AMOUNT TO BE      OFFERING PRICE         AGGREGATE           AMOUNT OF
            TO BE REGISTERED               REGISTERED (1)     PER SHARE (2)     OFFERING PRICE (2)   REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                   <C>                <C>                  <C>

Shares of Beneficial Interest, par value      1,857,037            $4.78125           $8,878,958.10        $2,468.35
$1.00 per share (3)                            shares
-------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Plus such additional number of shares as may be required in the event
     of a stock dividend, stock split, recapitalization or other similar
     event in accordance with Rule 416 of the Securities Act of 1933, as
     amended.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act of 1933 based upon the
     closing price of the Registrant's shares of beneficial interest on the
     New York Stock Exchange on October 27, 1999.

(3)  Includes associated rights (the "Rights") to purchase the Registrant's
     shares of beneficial interest. Until the occurrence of certain
     prescribed events, none of which has occurred, the Rights are not
     exercisable, are evidenced by the certificates representing the
     Registrant's shares of beneficial interest, and will be transferred
     along with and only with the Registrant's shares of beneficial
     interest.
</FN>
</TABLE>
<PAGE>

EXPLANATORY NOTE

     This Form S-8 Registration Statement relates to

          (a)  1,357,037 Shares of Beneficial Interest, par value $1.00 per
               share, to be issued under the 1999 Amended and Restated Long
               Term Incentive Performance Plan; and

          (b)  500,000 Shares of Beneficial  Interest,  par value $1.00 per
               share,  to be issued  under the 1999 Share  Option  Plan for
               Trustees.

                                   PART I

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement will be sent or given to  participants  in the 1999
Amended and Restated Long Term Incentive  Performance  Plan, and 1999 Share
Option Plan for Trustees, as specified in Rule 428(b)(1) promulgated by the
Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended.  Such  document(s)  are not  required to be filed with the SEC but
constitute  (along with the documents  incorporated  by reference into this
Registration  Statement  pursuant to Item 3 of Part II) a  prospectus  that
meets the requirements of Section 10(a) of the Securities Act.

     You may receive,  without charge, upon written or oral request, a copy
of the  documents  incorporated  by  reference in Item 3 of Part II of this
Registration Statement,  which documents are incorporated by reference into
the Section 10(a) prospectus.  You may also receive, without charge, a copy
of the plans by contacting a company  representative at the following phone
number: (216) 781-4030, ext. 2702.

     References to "the Trust" or "the  Registrant"  shall mean First Union
Real Estate Equity and Mortgage Investments, an Ohio business trust.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at  http://www.sec.gov.  Reports,  proxy and
information  statements  and other  information  concerning  us can also be
inspected at the offices of the New York Stock Exchange.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the
termination of the offering:

     (a)The description of the Shares of Beneficial  Interest  contained in
        the  Registrant's  Registration  Statement on Form S-3, No. 3357756
        filed with the SEC on February 2, 1993 and the  description  of the
        Rights to purchase Shares of Beneficial  Interest  contained in the
        Registrant's  Registration Statement on Form 8-A, filed on April 2,
        1990, as amended by Form 8-A/A filed on May 2, 1990;

     (b)Our Annual  Report on Form 10-K for the fiscal year ended  December
        31, 1998,  filed with the SEC on March 29, 1999, as amended by Form
        10-K/A, filed with the SEC on April 13, 1999;

     (c)Our Quarterly  Reports on Forms 10-Q for the quarter ended June 30,
        1999,  filed with the SEC on August 13,  1999,  and for the quarter
        ended March 31, 1999, filed with the SEC on May 14, 1999, and

     (d)Our Current  Reports on Forms 8-K filed with the SEC on February 3,
        1999, March 29, 1999, April 15, 1999, April 29, 1999, as amended by
        Form 8-K/A dated April 30, 1999, May 27, 1999, and August 16, 1999.


     Item 4. Description of Securities

     Not applicable.


     Item 5. Interests of Named Experts and Counsel

     Not applicable.


     Item 6. Indemnification of Trustees and Officers

     Pursuant to Article III,  Section 3.3 of the  Declaration  of Trust of
     the  Registrant,  each  trustee,  officer,  employee  and agent of the
     Registrant  is  entitled  to  indemnification   for  any  loss,  cost,
     liability or obligation in connection with the  Registrant's  property
     or the affairs of the Registrant, or which he may suffer because he is
     or was or consented to become a trustee, officer, employee or agent of
     the Trust,  except for such of his own acts as  constitute  bad faith,
     willful misfeasance, or willful disregard of his duties.

     Article III, Section 3.3 of the Declaration of Trust of the Registrant
     also  authorizes  the trustees to make advance  payments in connection
     with indemnification,  provided that the indemnified trustee, officer,
     employee  or agent of the Trust gives a written  undertaking  to repay
     such amount if it is ultimately  determined that he is not entitled to
     such indemnification.

     Pursuant to Article III,  Section 3.1 of the  Declaration  of Trust of
     the  Registrant,  the  trustees are  obligated  to maintain  insurance
     against possible liability on the part of the Trust, the beneficiaries
     and any  officers  or  trustees  of the  Trust in the  course of Trust
     business,  as the trustees in their  discretion  deem  appropriate  to
     protect the Trust property, the beneficiaries, officers or trustees of
     the Trust.

     The  Registrant  has  acquired  insurance  indemnifying  trustees  and
     officers in certain cases and with certain deductible limitations.


     Item 7. Exemption from Registration Claimed

     Not applicable.


     Item 8. Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

(4)(a)                   Declaration of Trust dated August 1, 1961, as
                         amended through July 25, 1986, and By-Laws, as
                         amended (incorporated by reference to Registrant's
                         Annual Report on Form 10-K for the fiscal year
                         ended 1986).

(4)(b)                   Rights Agreement between Registrant and National
                         City Bank dated March 7, 1990 (incorporated by
                         reference to Form 8-A dated March 30, 1990 No.
                         0-18411).

(4)(c)                   First Union Real Estate Equity & Mortgage
                         Investments 1999 Amended and Restated Long Term
                         Incentive Performance Plan (incorporated by
                         reference to Exhibit A to the Trust's Definitive
                         Proxy Statement filed with the SEC on April 19,
                         1999).

(4)(d)                   First Union Real Estate Equity & Mortgage
                         Investments 1999 Share Option Plan for Trustees
                         (incorporated by reference to Exhibit B to the
                         Trust's Definitive Proxy Statement filed with the
                         SEC on April 19, 1999).

(4)(e)*                  Form of Stock Option Agreement for Daniel P.
                         Friedman, David Schonberger, Rosalie C. Souders,
                         and Anne N. Zahner dated as of May 18, 1999
                         implementing the initial grant of share options.

(4)(f)*                  Form of Stock Option Agreement for Daniel P.
                         Friedman, David Schonberger, and Anne N. Zahner
                         dated as of May 28, 1999 implementing the
                         additional stock option awards.

(5)(a)*                  Opinion of Hahn Loeser and Parks, LLP as to the
                         legality of securities being registered.

(23)(a)*                 Consent of Arthur Andersen, LLP, Independent
                         Public Accountants.

(23)(b)                  Consent of Hahn Loeser and Parks, LLP (included in
                         Opinion filed as Exhibit 5(a)).

----------------------
*  filed herewith

<PAGE>


     Item 9. Undertakings

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective  date of the  Registration  Statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in the Registration Statement; and

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously   disclosed  in  the
          Registration Statement or any material change to such information
          in the Registration Statement.

          Provided,  however, that the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included  in a  post-effective  amendment  by  those  clauses  is
          contained in periodic reports filed by the Registrant pursuant to
          Section  13 or  Section  15(d)  of  the  Exchange  Act  that  are
          incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining  any liability under the
     Securities Act, each such post-effective  amendment shall be deemed to
     be a new  registration  statement  relating to the securities  offered
     therein,  and the  offering of such  securities  at that time shall be
     deemed to be the initial bona fide offering thereof.

          (3) To  remove  from  registration  by means of a  post-effective
     amendment any of the securities  being  registered which remain unsold
     at the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for the purpose
     of determining  any liability under the Securities Act, each filing of
     the  Registrant's  annual report  pursuant to Section 13(a) or Section
     15(d) of the Exchange Act (and,  where  applicable,  each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Exchange Act) that is  incorporated  by reference in the  Registration
     Statement shall be deemed to be a new registration  statement relating
     to the securities offered therein, and the offering of such securities
     at that  time  shall be deemed to be the  initial  bona fide  offering
     thereof.

     (c)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities Act may be permitted to trustees,  directors,  officers and
     controlling  persons  of the  Registrant  pursuant  to  the  foregoing
     provisions,  or otherwise, the Registrant has been advised that in the
     opinion of the SEC such  indemnification  is against  public policy as
     expressed in the Securities Act and is, therefore,  unenforceable.  In
     the event that a claim for  indemnification  against such  liabilities
     (other than the payment by the Registrant of expenses incurred or paid
     by a director,  officer or controlling person of the Registrant in the
     successful  defense of any action,  suit or proceeding) is asserted by
     such trustee,  director,  officer or controlling  person in connection
     with the securities being  registered,  the Registrant will, unless in
     the opinion of its counsel the matter has been settled by  controlling
     precedent,  submit to a court of appropriate jurisdiction the question
     whether  such  indemnification  by  it is  against  public  policy  as
     expressed  in the  Securities  Act and will be  governed  by the final
     adjudication of such issue.

<PAGE>

                                 SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized,  in the City of  Cleveland,  State of Ohio, on
October 29, 1999.

                                         FIRST UNION REAL ESTATE EQUITY AND
                                         MORTGAGE INVESTMENTS


                                         /s/ William A. Ackman
                                         ----------------------------------
                                         By: William A. Ackman, Chairman
                                             of the Board of Trustees






                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and trustees of First Union Real Estate
Equity and Mortgage Investments, an Ohio business trust, hereby constitute
and appoint William A. Ackman, Daniel P. Friedman and William A. Scully,
and each of them, as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her in his
or her name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement and any additional
registration statements pursuant to Instruction E to Form S-8 and any and
all documents in connection therewith, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the SEC,
granting unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifies, approves and
confirms all that his or her said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<PAGE>


     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.

Signature                     Title                                   Date
---------                     -----                                   ----




/s/ William A. Ackman         Chairman of the Board            October 28, 1999
-----------------------       of Trustees
William A. Ackman


/s/ Daniel P. Friedman
-----------------------       President and Chief Executive    October 28, 1999
Daniel P. Friedman            Officer and Trustee


/s/ William A. Scully         Vice Chairman of the Board of    October 28, 1999
-----------------------       Trustees
William A. Scully


/s/ Daniel J. Altobello
-----------------------       Trustee                          October 28, 1999
Daniel J. Altobello


/s/ David P. Berkowitz
-----------------------       Trustee                          October 28, 1999
David P. Berkowitz


/s/ David S. Klafter
-----------------------       Trustee                          October 28, 1999
David S. Klafter


/s/ Stephen J. Garchik
-----------------------       Trustee                          October 28, 1999
Stephen J. Garchik


/s/ Daniel Shuchman
-----------------------       Trustee                          October 28, 1999
Daniel Shuchman

/s/ Steven S. Snider
-----------------------       Trustee                          October 28, 1999
Steven S. Snider

/s/ Mary Ann Tighe            Trustee                          October 28, 1999
-----------------------
Mary Ann Tighe

/s/ James A. Williams         Trustee                          October 28, 1999
-----------------------
James A. Williams
<PAGE>


                             Index to Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

(4)(a)                   Declaration of Trust dated August 1, 1961, as
                         amended through July 25, 1986, and By-Laws, as
                         amended (incorporated by reference to Registrant's
                         Annual Report on Form 10-K for the fiscal year
                         ended 1986).

(4)(b)                   Rights Agreement between Registrant and National
                         City Bank dated March 7, 1990 (incorporated by
                         reference to Form 8-A dated March 30, 1990 No.
                         0-18411).

(4)(c)                   First Union Real Estate Equity & Mortgage
                         Investments 1999 Amended and Restated Long Term
                         Incentive Performance Plan (incorporated by
                         reference to Exhibit A to the Trust's Definitive
                         Proxy Statement filed with the SEC on April 19,
                         1999).

(4)(d)                   First Union Real Estate Equity & Mortgage
                         Investments 1999 Share Option Plan for Trustees
                         (incorporated by reference to Exhibit B to the
                         Trust's Definitive Proxy Statement filed with the
                         SEC on April 19, 1999).

(4)(e)*                  Form of Stock Option Agreement for Daniel P.
                         Friedman, David Schonberger, Rosalie C. Souders,
                         and Anne N. Zahner dated as of May 18, 1999
                         implementing the initial grant of share options.

(4)(f)*                  Form of Stock Option Agreement for Daniel
                         P. Friedman, David Schonberger, and Anne N. Zahner
                         dated as of May 28, 1999 implementing the
                         additional stock option awards.

(5)(a)*                  Opinion of Hahn Loeser and Parks, LLP as to the
                         legality of securities being registered.

(23)(a)*                 Consent of Arthur Andersen, LLP, Independent Public
                         Accountants.

(23)(b)                  Consent of Hahn Loeser and Parks, LLP (included in
                         Opinion filed as Exhibit 5(a)).

----------------------
*   filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23468}]
{"company-data": {"conformed-name": "FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS", "cik": "0000037008", "assigned-sic": "6798", "irs-number": "346513657", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90107", "film-number": "99738940"}, "business-address": {"street1": "55 PUBLIC SQUARE", "street2": "STE 1900", "city": "CLEVELAND", "state": "OH", "zip": "44113", "phone": "2167814030"}, "mail-address": {"street1": "55 PUBLIC SQUARE  SUITE 1910", "city": "CLEVELAND", "state": "OH", "zip": "44113"}, "former-company": {"former-conformed-name": "FIRST UNION REALTY", "date-changed": "19691012"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1999
                                                    REGISTRATION NO.  33-
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

           OHIO                                              34-6513657
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                        SUITE 1900, 55 PUBLIC SQUARE
                         CLEVELAND, OHIO 44113-1937
            (Address of Principal Executive Offices) (Zip Code)

          FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
       1999 AMENDED AND RESTATED LONG TERM INCENTIVE PERFORMANCE PLAN

          FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
                    1999 SHARE OPTION PLAN FOR TRUSTEES
                         (Full title of the plans)

         DANIEL P. FRIEDMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          FIRST UNION REAL ESTATE
                      EQUITY AND MORTGAGE INVESTMENTS
                        SUITE 1900, 55 PUBLIC SQUARE
                         CLEVELAND, OHIO 44113-1937
                               (216) 781-4030
         (Name, address, and telephone number of agent for service)

                                COPIES TO:

        STEVEN G. SCHEINFELD                             F. RONALD O'KEEFE
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON                HAHN LOESER & PARKS
        ONE NEW YORK PLAZA                                 3300 BP TOWER
     NEW YORK, NY  10004-1980                            200 PUBLIC SQUARE
         (212) 859-8000                              CLEVELAND, OHIO 44114-2301
                                                          (216) 621-0150
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
                                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
           TITLE OF SECURITIES              AMOUNT TO BE      OFFERING PRICE         AGGREGATE           AMOUNT OF
            TO BE REGISTERED               REGISTERED (1)     PER SHARE (2)     OFFERING PRICE (2)   REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Shares of Beneficial Interest, par value      1,857,037            $4.78125           $8,878,958.10        $2,468.35
$1.00 per share (3)                            shares
-------------------------------------------------------------------------------------------------------------------------
(1)  Plus such additional number of shares as may be required in the event
     of a stock dividend, stock split, recapitalization or other similar
     event in accordance with Rule 416 of the Securities Act of 1933, as
     amended.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act of 1933 based upon the
     closing price of the Registrant's shares of beneficial interest on the
     New York Stock Exchange on October 27, 1999.

(3)  Includes associated rights (the "Rights") to purchase the Registrant's
     shares of beneficial interest. Until the occurrence of certain
     prescribed events, none of which has occurred, the Rights are not
     exercisable, are evidenced by the certificates representing the
     Registrant's shares of beneficial interest, and will be transferred
     along with and only with the Registrant's shares of beneficial
     interest.
EXPLANATORY NOTE

     This Form S-8 Registration Statement relates to

          (a)  1,357,037 Shares of Beneficial Interest, par value $1.00 per
               share, to be issued under the 1999 Amended and Restated Long
               Term Incentive Performance Plan; and

          (b)  500,000 Shares of Beneficial  Interest,  par value $1.00 per
               share,  to be issued  under the 1999 Share  Option  Plan for
               Trustees.

                                   PART I

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement will be sent or given to  participants  in the 1999
Amended and Restated Long Term Incentive  Performance  Plan, and 1999 Share
Option Plan for Trustees, as specified in Rule 428(b)(1) promulgated by the
Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended.  Such  document(s)  are not  required to be filed with the SEC but
constitute  (along with the documents  incorporated  by reference into this
Registration  Statement  pursuant to Item 3 of Part II) a  prospectus  that
meets the requirements of Section 10(a) of the Securities Act.

     You may receive,  without charge, upon written or oral request, a copy
of the  documents  incorporated  by  reference in Item 3 of Part II of this
Registration Statement,  which documents are incorporated by reference into
the Section 10(a) prospectus.  You may also receive, without charge, a copy
of the plans by contacting a company  representative at the following phone
number: (216) 781-4030, ext. 2702.

     References to "the Trust" or "the  Registrant"  shall mean First Union
Real Estate Equity and Mortgage Investments, an Ohio business trust.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at  http://www.sec.gov.  Reports,  proxy and
information  statements  and other  information  concerning  us can also be
inspected at the offices of the New York Stock Exchange.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the
termination of the offering:

     (a)The description of the Shares of Beneficial  Interest  contained in
        the  Registrant's  Registration  Statement on Form S-3, No. 3357756
        filed with the SEC on February 2, 1993 and the  description  of the
        Rights to purchase Shares of Beneficial  Interest  contained in the
        Registrant's  Registration Statement on Form 8-A, filed on April 2,
        1990, as amended by Form 8-A/A filed on May 2, 1990;

     (b)Our Annual  Report on Form 10-K for the fiscal year ended  December
        31, 1998,  filed with the SEC on March 29, 1999, as amended by Form
        10-K/A, filed with the SEC on April 13, 1999;

     (c)Our Quarterly  Reports on Forms 10-Q for the quarter ended June 30,
        1999,  filed with the SEC on August 13,  1999,  and for the quarter
        ended March 31, 1999, filed with the SEC on May 14, 1999, and

     (d)Our Current  Reports on Forms 8-K filed with the SEC on February 3,
        1999, March 29, 1999, April 15, 1999, April 29, 1999, as amended by
        Form 8-K/A dated April 30, 1999, May 27, 1999, and August 16, 1999.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Not applicable.

     Item 6. Indemnification of Trustees and Officers

     Pursuant to Article III,  Section 3.3 of the  Declaration  of Trust of
     the  Registrant,  each  trustee,  officer,  employee  and agent of the
     Registrant  is  entitled  to  indemnification   for  any  loss,  cost,
     liability or obligation in connection with the  Registrant's  property
     or the affairs of the Registrant, or which he may suffer because he is
     or was or consented to become a trustee, officer, employee or agent of
     the Trust,  except for such of his own acts as  constitute  bad faith,
     willful misfeasance, or willful disregard of his duties.

     Article III, Section 3.3 of the Declaration of Trust of the Registrant
     also  authorizes  the trustees to make advance  payments in connection
     with indemnification,  provided that the indemnified trustee, officer,
     employee  or agent of the Trust gives a written  undertaking  to repay
     such amount if it is ultimately  determined that he is not entitled to
     such indemnification.

     Pursuant to Article III,  Section 3.1 of the  Declaration  of Trust of
     the  Registrant,  the  trustees are  obligated  to maintain  insurance
     against possible liability on the part of the Trust, the beneficiaries
     and any  officers  or  trustees  of the  Trust in the  course of Trust
     business,  as the trustees in their  discretion  deem  appropriate  to
     protect the Trust property, the beneficiaries, officers or trustees of
     the Trust.

     The  Registrant  has  acquired  insurance  indemnifying  trustees  and
     officers in certain cases and with certain deductible limitations.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

(4)(a)                   Declaration of Trust dated August 1, 1961, as
                         amended through July 25, 1986, and By-Laws, as
                         amended (incorporated by reference to Registrant's
                         Annual Report on Form 10-K for the fiscal year
                         ended 1986).

(4)(b)                   Rights Agreement between Registrant and National
                         City Bank dated March 7, 1990 (incorporated by
                         reference to Form 8-A dated March 30, 1990 No.
                         0-18411).

(4)(c)                   First Union Real Estate Equity & Mortgage
                         Investments 1999 Amended and Restated Long Term
                         Incentive Performance Plan (incorporated by
                         reference to Exhibit A to the Trust's Definitive
                         Proxy Statement filed with the SEC on April 19,
                         1999).

(4)(d)                   First Union Real Estate Equity & Mortgage
                         Investments 1999 Share Option Plan for Trustees
                         (incorporated by reference to Exhibit B to the
                         Trust's Definitive Proxy Statement filed with the
                         SEC on April 19, 1999).

(4)(e)*                  Form of Stock Option Agreement for Daniel P.
                         Friedman, David Schonberger, Rosalie C. Souders,
                         and Anne N. Zahner dated as of May 18, 1999
                         implementing the initial grant of share options.

(4)(f)*                  Form of Stock Option Agreement for Daniel P.
                         Friedman, David Schonberger, and Anne N. Zahner
                         dated as of May 28, 1999 implementing the
                         additional stock option awards.

(5)(a)*                  Opinion of Hahn Loeser and Parks, LLP as to the
                         legality of securities being registered.

(23)(a)*                 Consent of Arthur Andersen, LLP, Independent
                         Public Accountants.

(23)(b)                  Consent of Hahn Loeser and Parks, LLP (included in
                         Opinion filed as Exhibit 5(a)).

----------------------
*  filed herewith
Item 9. Undertakings

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective  date of the  Registration  Statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in the Registration Statement; and

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously   disclosed  in  the
          Registration Statement or any material change to such information
          in the Registration Statement.

          Provided,  however, that the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included  in a  post-effective  amendment  by  those  clauses  is
          contained in periodic reports filed by the Registrant pursuant to
          Section  13 or  Section  15(d)  of  the  Exchange  Act  that  are
          incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining  any liability under the
     Securities Act, each such post-effective  amendment shall be deemed to
     be a new  registration  statement  relating to the securities  offered
     therein,  and the  offering of such  securities  at that time shall be
     deemed to be the initial bona fide offering thereof.

          (3) To  remove  from  registration  by means of a  post-effective
     amendment any of the securities  being  registered which remain unsold
     at the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for the purpose
     of determining  any liability under the Securities Act, each filing of
     the  Registrant's  annual report  pursuant to Section 13(a) or Section
     15(d) of the Exchange Act (and,  where  applicable,  each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Exchange Act) that is  incorporated  by reference in the  Registration
     Statement shall be deemed to be a new registration  statement relating
     to the securities offered therein, and the offering of such securities
     at that  time  shall be deemed to be the  initial  bona fide  offering
     thereof.

     (c)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities Act may be permitted to trustees,  directors,  officers and
     controlling  persons  of the  Registrant  pursuant  to  the  foregoing
     provisions,  or otherwise, the Registrant has been advised that in the
     opinion of the SEC such  indemnification  is against  public policy as
     expressed in the Securities Act and is, therefore,  unenforceable.  In
     the event that a claim for  indemnification  against such  liabilities
     (other than the payment by the Registrant of expenses incurred or paid
     by a director,  officer or controlling person of the Registrant in the
     successful  defense of any action,  suit or proceeding) is asserted by
     such trustee,  director,  officer or controlling  person in connection
     with the securities being  registered,  the Registrant will, unless in
     the opinion of its counsel the matter has been settled by  controlling
     precedent,  submit to a court of appropriate jurisdiction the question
     whether  such  indemnification  by  it is  against  public  policy  as
     expressed  in the  Securities  Act and will be  governed  by the final
     adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized,  in the City of  Cleveland,  State of Ohio, on
October 29, 1999.

                                         FIRST UNION REAL ESTATE EQUITY AND
                                         MORTGAGE INVESTMENTS

                                         /s/ William A. Ackman
                                         ----------------------------------
                                         By: William A. Ackman, Chairman
                                             of the Board of Trustees

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and trustees of First Union Real Estate
Equity and Mortgage Investments, an Ohio business trust, hereby constitute
and appoint William A. Ackman, Daniel P. Friedman and William A. Scully,
and each of them, as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her in his
or her name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement and any additional
registration statements pursuant to Instruction E to Form S-8 and any and
all documents in connection therewith, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the SEC,
granting unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifies, approves and
confirms all that his or her said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.

Signature                     Title                                   Date
---------                     -----                                   ----

/s/ William A. Ackman         Chairman of the Board            October 28, 1999
-----------------------       of Trustees
William A. Ackman

/s/ Daniel P. Friedman
-----------------------       President and Chief Executive    October 28, 1999
Daniel P. Friedman            Officer and Trustee

/s/ William A. Scully         Vice Chairman of the Board of    October 28, 1999
-----------------------       Trustees
William A. Scully

/s/ Daniel J. Altobello
-----------------------       Trustee                          October 28, 1999
Daniel J. Altobello

/s/ David P. Berkowitz
-----------------------       Trustee                          October 28, 1999
David P. Berkowitz

/s/ David S. Klafter
-----------------------       Trustee                          October 28, 1999
David S. Klafter

/s/ Stephen J. Garchik
-----------------------       Trustee                          October 28, 1999
Stephen J. Garchik

/s/ Daniel Shuchman
-----------------------       Trustee                          October 28, 1999
Daniel Shuchman

/s/ Steven S. Snider
-----------------------       Trustee                          October 28, 1999
Steven S. Snider

/s/ Mary Ann Tighe            Trustee                          October 28, 1999
-----------------------
Mary Ann Tighe

/s/ James A. Williams         Trustee                          October 28, 1999
-----------------------
James A. Williams
Index to Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

(4)(a)                   Declaration of Trust dated August 1, 1961, as
                         amended through July 25, 1986, and By-Laws, as
                         amended (incorporated by reference to Registrant's
                         Annual Report on Form 10-K for the fiscal year
                         ended 1986).

(4)(b)                   Rights Agreement between Registrant and National
                         City Bank dated March 7, 1990 (incorporated by
                         reference to Form 8-A dated March 30, 1990 No.
                         0-18411).

(4)(c)                   First Union Real Estate Equity & Mortgage
                         Investments 1999 Amended and Restated Long Term
                         Incentive Performance Plan (incorporated by
                         reference to Exhibit A to the Trust's Definitive
                         Proxy Statement filed with the SEC on April 19,
                         1999).

(4)(d)                   First Union Real Estate Equity & Mortgage
                         Investments 1999 Share Option Plan for Trustees
                         (incorporated by reference to Exhibit B to the
                         Trust's Definitive Proxy Statement filed with the
                         SEC on April 19, 1999).

(4)(e)*                  Form of Stock Option Agreement for Daniel P.
                         Friedman, David Schonberger, Rosalie C. Souders,
                         and Anne N. Zahner dated as of May 18, 1999
                         implementing the initial grant of share options.

(4)(f)*                  Form of Stock Option Agreement for Daniel
                         P. Friedman, David Schonberger, and Anne N. Zahner
                         dated as of May 28, 1999 implementing the
                         additional stock option awards.

(5)(a)*                  Opinion of Hahn Loeser and Parks, LLP as to the
                         legality of securities being registered.

(23)(a)*                 Consent of Arthur Andersen, LLP, Independent Public
                         Accountants.

(23)(b)                  Consent of Hahn Loeser and Parks, LLP (included in
                         Opinion filed as Exhibit 5(a)).

----------------------
*   filed herewith