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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                   FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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For Quarter Ended March 31, 2000            Commission File Number 1-6249
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            First Union Real Estate Equity and Mortgage Investments
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             (Exact name of registrant as specified in its charter)

               Ohio                                      34-6513657
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(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

    551 Fifth Avenue, Suite 1416
            New York, New York                              10176-1499
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(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:       (212) 905-1104
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Former name, former address and former fiscal year, if changed since last
report.

        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                             Yes   [X]            No    [ ]

        Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

 42,471,729       Shares of Beneficial Interest outstanding as of March 31, 2000
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                    Total number of pages contained in this report:  19
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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

        The financial statements represent the combined results of the
registrant, First Union Real Estate Equity and Mortgage Investments (the
"Trust") and First Union Management Inc., (the "Company"). Under a trust
agreement, the shares of the Company are held for the benefit of the
shareholders of the Trust. Accordingly, the financial statements of the Company
and the Trust have been combined. Additionally, the Company owned voting control
of Imperial Parking Limited ("Impark"). The Trust distributed all common stock
of Impark to its shareholders in March 2000 and has classified Impark's
financial information as discontinued operations.

        The combined financial statements included herein have been prepared by
the Trust, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Trust believes that the disclosures
contained herein are adequate to make the information presented not misleading.
These combined financial statements should be read in conjunction with the
combined financial statements and the notes thereto included in the Trust's
latest annual report on Form 10-K/A.

        The "Combined Balance Sheets" as of March 31, 2000 (unaudited) and
December 31, 1999 (audited) and "Combined Statements of Operations, Combined
Statements of Comprehensive Income and Combined Statements of Cash Flows" for
the periods ended March 31, 2000 (unaudited) and 1999 (unaudited), of the Trust,
and "Notes to Combined Financial Statements," are included herein. These
financial statements reflect, in the opinion of the Trust, all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
combined financial position and results of operations for the respective periods
in conformity with generally accepted accounting principles consistently
applied. The results of operations for the three months ended March 31, 2000 and
1999, are not necessarily indicative of the results to be expected for the full
year. Certain amounts from 1999 have been reclassified to conform to the 2000
presentation.

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations.

Financial Condition

        In March 2000, the Trust distributed all common stock of Impark to its
shareholders. One share of Impark common stock was distributed for every 20 of
the Trust's common shares of beneficial interest held on March 20, 2000.
Approximately 2.1 million shares of Impark common stock were distributed. As
part of the spin-off, the Trust repaid Impark's bank credit facility of
approximately $24.2 million, contributed approximately $7.5 million of cash, its
14 Canadian parking properties and $6.7 million for a parking development
located in San Francisco, California. The Trust will also provide a secured line
of credit for $8 million to Impark. As of May 1, 2000, there were no outstanding
amounts under the line of credit. Impark's common stock is listed on the
American Stock Exchange under the symbol "IPK". Ownership of Ventek
International, Inc., a manufacturing subsidiary of Impark, was retained by the
Company.

        The Trust also adjusted the conversion price with respect to its Series
A Cumulative Redeemable Preferred Shares of Beneficial Interest ("Preferred
Shares"). The conversion price of the Preferred Shares has been decreased to
$5.0824 per common share (equivalent to a conversion rate of 4.92 common shares
for each Preferred Share) in connection with the distribution of the Impark
shares, in accordance with the provisions of the documents establishing the
terms of the Preferred Shares.

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        For tax reporting purposes, the Trust will take a dividend deduction of
$19.375 per share for the approximate 2.1 million shares of Impark common stock
distributed to the shareholders.

        In April 2000, the Trust sold Crossroads Center Mall for $80.3 million,
of which approximately $78.3 million was applied against a loan payable to the
purchaser and the assumption of the first mortgage debt on the mall. The Trust
will recognize a gain on the sale of approximately $58 million, less an
extraordinary loss on extinguishment of debt of approximately $2.4 million
during the second quarter of 2000.

        The Trust amended the employment agreements of each of Messrs. Friedman
and Schonberger and Ms. Zahner (each, an "Executive"). The amended agreements
provide that after (i) the Impark spin-off and (ii) a sale or financing of Park
Plaza mall (the "Park Plaza Financing"), each Executive may terminate his/her
employment with the Trust on or after June 1, 2000, and then shall be entitled
to receive a severance payment from First Union of $1,001,000 for Mr. Friedman
and $630,000 for each of Mr. Schonberger and Ms. Zahner. The Impark spin-off and
the Park Plaza Financing have occurred and the Trust anticipates that each
Executive will terminate his/her employment agreement and receive the severance
payment on or about June 1. The amended employment agreements also provide,
among other things, that the options held by the Executives with exercise prices
of $8.50 and $6.50 shall be canceled and that each Executive may invest in other
businesses, provided that the Executive first offers such opportunity to the
Trust. Finally, the amended employment agreements provide that (A) two of the
Executives, Messrs. Friedman and Schonberger, will receive options to purchase
shares of Impark and (B) the Trust will pay Ms. Zahner an additional cash
payment of $110,000.

        Simultaneously with the execution of the amended employment agreements,
the Trust entered into an asset management agreement with Radiant Partners, LLC
(the "Management Company"), which is owned and controlled by the Executives. The
agreement will become effective when the employment of each Executive with the
Trust is terminated, after which time the Trust will become externally managed.
The agreement will have a two year term, but the Trust will have the option of
(i) extending the term for an additional year and (ii) terminating the agreement
(A) for default, (B) in the event of a merger, consolidation or other similar
business combination transaction, (C) in the event that the remaining equity of
the Trust has a fair market value of less than $20,000,000 or (D) prior to June
1, 2000. There can be no assurance that the agreement will not be terminated
before its effectiveness on June 1, 2000. During the effectiveness of the
agreement, the Management Company will be responsible for conducting and
overseeing the business and financial affairs of the Trust. As compensation for
its services, the Management Company will receive an annual fee of $1,500,000
and an incentive fee equal to 10% of (A) the aggregate of all distributions,
other than the Impark spin-off, in respect of a single common share of the
Trust, first made after March 1, 2000, which exceeds $4.60 per share, multiplied
by (B) the number of the Trust common shares in respect of which such
distributions are made. If the Trust terminates the agreement after June 1,
2000, then the Management Company will also receive a termination fee of between
$500,000 and $750,000, unless the agreement is terminated for default.

Liquidity and Capital Resources

        Unrestricted and restricted cash decreased by approximately $38.5
million (from $57.8 million to $19.3 million) when comparing March 31, 2000 to
the balance at December 31, 1999. The decrease in cash was primarily related to
the Impark transaction.

        The Trust's net cash provided by operating activities of $2.4 million
and net cash provided by investing activities of $4.9 million was more than
offset by $43.4 million utilized for financing activities. Net cash provided by
investing activities consisted of the receipt of $2.6 million of principal on a
mortgage investment, proceeds from the sale of fixed assets of $.2 million and
the excess of sales over purchases of U.S. Treasury bills of $4.4 million, which
was partially offset by $2.4 million of improvements to properties. Net cash
used in



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financing activities included $36 million of payments related to the Impark
spin-off, $7.3 million of cash dividends, $10.6 million to pay a deferred
obligation relating to the purchase of the Huntington garage, a $3.1 million
penalty to prepay the deferred obligation, a mortgage payment of $1 million and
$.4 million of mortgage amortization. Cash provided by financing activities
consisted of $16 million borrowed pursuant to a reverse repurchase agreement
which was utilized to purchase a U.S. Treasury bill. The Trust invests its
excess cash primarily in U.S. Treasury bills or money market funds investing in
U.S. Treasury bills.

        The Trust declared a dividend of $6.6 million ($.155 per share) to
Common Shareholders of beneficial interest and a dividend of $.7 million ($.525
per share) to Series A Cumulative Preferred Shareholders in the first quarter of
2000. Both dividends are payable April 28, 2000 to shareholders of record at the
close of business on March 31, 2000. In addition, the Trust paid a dividend for
1999 of $6.6 million ($.155 per share) to common shareholders and $.7 million
($.525 per share) to preferred shareholders in the first quarter of 2000.

        During the first quarter of 2000, the Trust invested $2.4 million in
capital and tenant improvements. The investment was made primarily for tenant
improvements to continue to tenant the former retail center in Denver, Colorado,
which has been converted into an office technology center. In addition, the
Trust incurred capital and tenant improvements at the 55 Public Square office
building in Cleveland, Ohio and to complete an anchor tenant store in Abilene,
Texas.

        In January 2000, the Trust received $2.5 million from the Richmond
Redevelopment and Housing Authority (the "Authority") to expand the Trust's
garage located in Richmond, Virginia. If the Trust is unable to successfully
complete the renovation or does not continue to provide an easement for a period
of 84 years, all or a portion of the $2.5 million will have to be returned to
the Authority. Construction began in April 2000.

        In April 2000, the Trust obtained a $42 million first mortgage loan
secured by the Park Plaza Mall. The loan is non-recourse, has a 10 year term and
a fixed interest rate of 8.69% payable on a 30 year amortization schedule. The
Trust received proceeds, net of closing costs and escrow deposits, of $41.4
million. The loan requires monthly payments of approximately $397,000 for
principal, interest and escrow deposits. Prepayment of the loan is permitted
(after an initial lockout period of three years or two years from
securitization), only with yield maintenance or defeasance, as defined in the
loan agreement. The Trust purchased a $100 million U.S. Treasury bill with $35
million of the loan proceeds and an additional $65 million of borrowings
utilizing a reverse repurchase agreement (the "Reverse Repo") with the U.S.
Treasury bill as collateral. At May 1, 2000, the Trust owned $200 million in
face value of U.S. Treasury bills and owed $130 million in Reverse Repos. The
U.S. Treasury bills are classified as held to maturity. The interest rate on the
Reverse Repos was 5.965% at May 1, 2000. The Reverse Repo outstanding at March
31, 2000 is included in notes payable.

Results of Operations

        Net loss applicable to common shares before discontinued operations for
the three months ended March 31, 2000 was $7.0 million as compared to a net loss
before discontinued operations of $3.1 million for the three months ended March
31, 1999. Net loss before discontinued operations for 2000 included a capital
loss of $.1 million compared to a capital gain of $.5 million in 1999. Capital
loss for 2000 included the sale of certain fixed assets. The capital gain in
1999 was the result of the sale of a shopping center in February 1999. The net
loss for 2000 included $3.1 million in extraordinary loss from early
extinguishment of debt relating to the payoff of the Trust's deferred obligation
of $10.6 million.

        Mortgage loan investment income declined for 2000 as compared to 1999,
due to the collection of a note receivable during 2000.



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        Short term investment income increased significantly during 2000, as
compared to 1999, due to the investment of proceeds received from the 1999
property sales.

        Property net operating income, which is defined as rent less operating
expenses and real estate taxes, decreased for 2000 to $8.2 million from $19.1
million in 1999. The decrease was attributable to the sale of properties in
1999.

        Property net operating income, for properties in the portfolio for 2000
and 1999 increased by $.2 million. The increase was attributable to an increase
in revenues of $.7 million, which was partially offset by an increase in
operating expenses of $.3 million and in real estate taxes of $.2 million.

        Revenues increased by $.7 million, for properties in the portfolio in
2000 and 1999, primarily due to an increase in rental rates and occupancy at Two
Rivers, an increase in rental rates at Park Plaza and an increase in occupancy
at North Valley, which were partially offset by a decrease in occupancy at 55
Public Square. Operating expenses increased at Park Plaza and real estate taxes
increased at all the Trust's remaining properties.

        Depreciation and amortization and mortgage loans interest expense
decreased from 1999 to 2000 primarily due to the sale of properties and the
repayment of debt in 1999. With respect to the remaining properties,
depreciation and amortization expense increased slightly due to the effect of
improvements to properties. Mortgage interest expense declined, with respect to
the remaining properties, primarily due to the amortization of mortgage
principal balances.

        Interest expense relating to bank loans and notes payable decreased due
to the payoff of debt with the proceeds from property sales.

        General and administrative expenses increased primarily due to increases
in stay bonuses, severance expense and professional fees. Included in general
and administrative expenses for 2000 is approximately $1.7 million of stay
bonuses and severance expense.

        In addition, sales and income improved substantially at the Company's
manufacturing facility.

        Certain statements contained in this Form 10-Q 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 Trust's Annual Report filed with the SEC on Form
10K/A.



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Item 3.

Quantitative and Qualitative Disclosures of Market Risk

Interest Rate Risk

        The Trust has entered into certain financing arrangements that require
interest payments based on variable interest rates. As such, the combined
financial statements are subject to changes in the market rate of interest. To
reduce the exposure to changes in the market rate of interest, the Trust has
entered into a rate guarantee contract (also known as an interest rate cap) for
a portion of its floating rate financing arrangements. The Trust does not enter
into rate guarantee contracts for trading purposes.

        The table below provides information about the Trust's derivative
financial instruments and other financial instruments that are sensitive to
changes in interest rates, including the interest rate cap and debt obligations.
Weighted average variable rates are based on the rates in effect at March 31,
2000. No assumptions have been made about the future interest rates.

<TABLE>
<CAPTION>
                                                 AS OF MARCH 31, 2000
                                      -------------------------------------------
                                        EXPECTED MATURITY DATES (AMOUNTS IN MILLIONS)
                                      ------------------------------------------------                     FAIR
                                       2000     2001     2002     2003      2004    THEREAFTER    TOTAL    VALUE
                                      ------   ------   ------   ------    ------  ------------  ------   -------
<S>                                    <C>      <C>      <C>      <C>       <C>     <C>           <C>      <C>
LIABILITIES
------------------------------------
Mortgage loans
-    Fixed rate                          $1.3     $1.9    $46.4     $2.0     $31.1        $40.8   $123.5   $128.5
     Average interest rate              10.7%    10.7%    10.7%    12.8%     11.5%        11.5%
     Variable rate (based on LIBOR)              $33.0    $37.1                                    $70.1    $70.1
     Weighted average interest rate               7.7%     9.1%
Senior notes
-    Fixed rate                                                    $12.5                           $12.5    $12.3
     Interest rate                                                8.875%
Notes payable (Reverse Repo)
-    Note payable                       $65.0                                               $.1    $65.1    $65.1
     Interest rate                     5.965%                                              7.5%
</TABLE>

Interest Rate Derivatives

        The Trust owns two interest rate caps that protect it from increases in
LIBOR. The interest rate caps have notional amounts of approximately $16 million
and $21 million covering the variable rate loans maturing in 2002.

Exchange Rate Risk

        The Trust and the Company do not have any foreign exchange rate risk as
a result of the spin-off of Impark and the Canadian parking facilities in March
2000.


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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
           None


Item 2.  Changes in Securities.
           None.


Item 3.  Defaults Upon Senior Securities.
           None.


Item 4.  Submission of Matters to a Vote of Security Holders.
           None

Item 5.  Other Information.
           None.

Item 6.  Exhibits and Reports on Form 8-K.

            (a)  Exhibits:

                 Exhibit (10)(s)         Amendment to Employment Agreement
                                         executed March 27, 2000 with Daniel P.
                                         Friedman.

                 Exhibit (10)(t)         Amendment to Employment Agreement
                                         executed March 27, 2000 with David
                                         Schonberger.

                 Exhibit (10)(u)         Amendment to Employment Agreement
                                         executed March 27, 2000 with Anne
                                         Nelson Zahner.

                 Exhibit (10)(v)         Asset Management Agreement executed
                                         March 27, 2000 with Radiant Partners,
                                         LLC.

                 Exhibit (10)(w)         Second Amendment to Employment
                                         Agreement dated as of May 12, 2000
                                         with Anne Zahner

                 Exhibit (20)        -   Financial Statements

                                            Combined Balance Sheets as of March
                                            31, 2000 (unaudited) and December
                                            31, 1999 (audited).

                                            Combined Statements of Operations
                                            for the Three Months ended March 31,
                                            2000 (unaudited) and 1999
                                            (unaudited).

                                            Combined Statements of Comprehensive
                                            Income for the Three Months ended
                                            March 31, 2000 (unaudited) and 1999
                                            (unaudited).



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                                            Combined Statements of Cash Flows
                                            for the Three Months ended March 31,
                                            2000 (unaudited) and 1999
                                            (unaudited).

                                            Notes to Combined Financial
                                            Statements.


                 Exhibit (27)        -   Financial Data Schedule
                                            Three months ended March 31, 2000
                                            (unaudited).


            (b)  Reports on Form 8-K:

            February 16, 2000

                      Item 5         -   The Trust announced its intention to
                                         spin-off Impark to its shareholders.

                      Item 7(b)      -   Proforma financial information

                                         Proforma combined balance sheet as of
                                         September 30, 1999

                                         Proforma combined statement of
                                         operations for the nine months ended
                                         September 30, 1999

                                         Proforma combined statement of
                                         operations for the twelve months ended
                                         December 31, 1998

                                         Notes to combined proforma financial
                                         statements




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                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Trust has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        First Union Real Estate Equity and
                                            Mortgage Investments
                                        ------------------------------
                                                  (Trust)





Date: May 15, 2000                  By: /s/Daniel P. Friedman
                                        ---------------------
                                        Daniel P. Friedman
                                        President and Chief Executive Officer




Date: May 15, 2000                  By: /s/Brenda J. Mixson
                                        -------------------
                                        Brenda J. Mixson,
                                        Chief Financial Officer



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                               Index to Exhibits


Exhibit (10)(s)         Amendment to Employment Agreement executed March 27,
                        2000 with Daniel P. Friedman.

Exhibit (10)(t)         Amendment to Employment Agreement executed March 27,
                        2000 with David Schonberger.

Exhibit (10)(u)         Amendment to Employment Agreement executed March 27,
                        2000 with Anne Nelson Zahner.

Exhibit (10)(v)         Asset Management Agreement executed March 27, 2000
                        with Radiant Partners, LLC.

Exhibit (10)(w)         Second Amendment to Employment Agreement dated as of
                        May 12, 2000 with Anne Zahner

Exhibit (20)   - Financial Statements
                        Combined Balance Sheets as of March 31, 2000 (unaudited)
                        and December 31, 1999 (audited).......................

                        Combined Statements of Operations for the Three
                        Months ended March 31, 2000 (unaudited) and 1999
                        (unaudited).............................................

                        Combined Statements of Comprehensive Income for the
                        Three Months ended March 31, 2000 (unaudited) and
                        1999 (unaudited)

                        Combined Statements of Cash Flows for the
                        Three Months ended March 31, 2000 (unaudited) and
                        1999 (unaudited)........................................

                        Notes to Combined Financial Statements..................

Exhibit (27)   -Financial Data Schedule

                        Three months ended March 31, 2000 (unaudited)


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