##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to       Commission file number
    333-21873
       First Industrial,
    L.P.
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware


36-3924586(State or Other Jurisdiction
    of


(I.R.S. EmployerIncorporation or
    Organization)


Identification No.
)   311 S. Wacker Drive, Suite 4000, Chicago,
    Illinois 60606 (Address of Principal
    Executive Offices)
  (312) 344-4300
 (Registrants Telephone
    Number, Including Area Code)
  þ o
  Rule 12b-2
  Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o  (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ




---



##### 



FIRST
    INDUSTRIAL, L.P.
  Form 10-Q
  For the
    Period Ended September 30, 2008
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.


Financial Statements


2Consolidated Balance Sheets as of
    September 30, 2008 and December 31, 2007


2Consolidated Statements of Operations for the
    Three and Nine Months Ended September 30, 2008 and
    September 30, 2007


3Consolidated Statements of Comprehensive Income
    for the Three and Nine Months Ended September 30, 2008 and
    September 30, 2007


4Consolidated Statements of Cash Flows for the
    Nine Months Ended September 30, 2008 and September 30,
    2007


5Notes to Consolidated Financial Statements


6Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


21Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


33Item 4.


Controls and Procedures


33PART II: OTHER INFORMATIONItem 1.


Legal Proceedings


34Item 1A.


Risk Factors


34Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


34Item 3.


Defaults Upon Senior Securities


34Item 4.


Submission of Matters to a Vote of Security
    Holders


34Item 5.


Other Information


34Item 6.


Exhibits


34SIGNATURE


35EXHIBIT INDEX


36EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




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##### Table of Contents



PART I:
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED BALANCE SHEETS
  September 30,


December 31,2008


2007(Unaudited)(In thousandsexcept unit data)ASSETSAssets:Investment in Real Estate:Land

$
671,830


$
584,774Buildings and Improvements


2,189,813



2,258,182Construction in Progress


76,762



70,311Less: Accumulated Depreciation


(428,019
)


(436,512
)Net Investment in Real Estate


2,510,386



2,476,755Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $14,549 and $3,038 at September 30, 2008
    and December 31, 2007, respectively


70,220



37,875Investments in and Advances to Other Real Estate Partnerships


346,476



408,849Cash and Cash Equivalents


6,136



4,696Restricted Cash


25,967



24,891Tenant Accounts Receivable, Net


8,058



7,825Investments in Joint Ventures


60,673



57,543Deferred Rent Receivable, Net


25,817



27,999Deferred Financing Costs, Net


12,911



15,373Deferred Leasing Intangibles, Net


74,848



78,137Prepaid Expenses and Other Assets, Net


190,281



161,200Total Assets

$
3,331,773


$
3,301,143LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage Loans Payable, Net

$
78,466


$
73,550Senior Unsecured Debt, Net


1,515,842



1,550,991Unsecured Line of Credit


396,254



322,129Accounts Payable, Accrued Expenses and Other Liabilities


173,169



188,269Deferred Leasing Intangibles, Net


19,244



20,153Rents Received in Advance and Security Deposits


21,344



26,537Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $515 and $0 at September 30, 2008 and
    December 31, 2007, respectively


584



Distributions Payable


36,425



37,311Total Liabilities


2,241,328



2,218,940Commitments and Contingencies






Partners Capital:General Partner Preferred Units (1,550 units issued and
    outstanding at September 30, 2008 and December 31,
    2007) with a liquidation preference of $275,000


266,211



266,211General Partner Units (44,323,971 and 43,672,149 units
    issued and outstanding at September 30, 2008 and
    December 31, 2007, respectively)


690,184



678,586Limited Partners Units (6,267,330 and 6,438,695 units
    issued and outstanding at September 30, 2008 and
    December 31, 2007, respectively)


144,129



148,429Accumulated Other Comprehensive Loss


(10,079
)


(11,023
)Total Partners Capital


1,090,445



1,082,203Total Liabilities and Partners Capital

$
3,331,773


$
3,301,143    2




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007(Unaudited)(In thousands except per unit data)Revenues:Rental Income

$
57,467


$
51,855


$
170,638


$
152,095Tenant Recoveries and Other Income


23,565



23,362



72,216



72,709Contractor Revenues


45,202



5,381



101,600



21,229Total Revenues


126,234



80,598



344,454



246,033Expenses:Property Expenses


27,456



24,796



84,456



72,904General and Administrative


17,986



21,210



63,914



66,447Depreciation and Other Amortization


35,068



30,186



107,014



86,845Contractor Expenses


41,895



5,188



96,628



20,278Total Expenses


122,405



81,380



352,012



246,474Other Income/Expense:Interest Income


895



911



2,601



1,298Interest Expense


(26,644
)


(30,196
)


(83,116
)


(89,764
)Amortization of Deferred Financing Costs


(717
)


(828
)


(2,162
)


(2,472
)Gain (Loss) From Early Retirement of Debt


1,260



(139
)


2,749



(393
)Total Other Income/Expense


(25,206
)


(30,252
)


(79,928
)


(91,331
)Loss from Continuing Operations Before Equity in Income of Other
    Real Estate Partnerships, Equity in Income of Joint Ventures and
    Income Tax Benefit


(21,377
)


(31,034
)


(87,486
)


(91,772
)Equity in Income of Other Real Estate Partnerships


3,051



5,275



44,214



15,169Equity in Income of Joint Ventures


725



6,290



7,295



23,546Income Tax Benefit


2,064



2,521



7,240



4,460Loss from Continuing Operations


(15,537
)


(16,948
)


(28,737
)


(48,597
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $22,660 and $58,450 for the Three Months Ended
    September 30, 2008 and 2007, respectively, and $132,621 and
    $173,249 for the Nine Months Ended September 30, 2008 and
    2007, respectively)


24,967



65,457



144,849



199,145Provision for Income Taxes Allocable to Discontinued Operations
    (Including $(26) and $9,894 for the Three Months Ended
    September 30, 2008 and 2007, respectively, and $2,748 and
    $31,015 for the Nine Months Ended September 30, 2008 and
    2007, respectively, allocable to Gain on Sale of Real Estate)


(65
)


(10,155
)


(3,343
)


(33,081
)Income Before Gain on Sale of Real Estate


9,365



38,354



112,769



117,467Gain on Sale of Real Estate






104



12,061



2,962Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate






(40
)


(2,909
)


(1,145
)Net Income


9,365



38,418



121,921



119,284Less: Preferred Unit Distributions


(4,857
)


(4,857
)


(14,571
)


(16,463
)Less: Preferred Unit Redemptions














(2,017
)Net Income Available to Unitholders

$
4,508


$
33,561


$
107,350


$
100,804Basic and Diluted Earnings Per Unit:Loss from Continuing Operations

$
(0.41
)

$
(0.43
)

$
(0.69
)

$
(1.28
)Income From Discontinued Operations

$
0.50


$
1.09


$
2.86


$
3.26Net Income Available to Unitholders

$
0.09


$
0.66


$
2.17


$
1.98Basic and Diluted Weighted Average Units Outstanding


49,431



50,735



49,418



50,894Net Income Available to Unitholders Attributable to:General Partners

$
4,005


$
29,341


$
93,894


$
88,110Limited Partners


503



4,220



13,456



12,694Net Income Available to Unitholders

$
4,508


$
33,561


$
107,350


$
100,804Distribution Declared per Unit Outstanding

$
0.72


$
0.71


$
2.16


$
2.13    3




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME
  Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007(Unaudited)(In thousands)Net Income

$
9,365


$
38,418


$
121,921


$
119,284Mark to Market of Interest Rate Protection Agreements, Net of
    Income Tax Benefit (Provision) of $52 and $0 for the three
    months ended September 30, 2008 and 2007, respectively, and
    $(32) and $0 for the nine months ended September 30, 2008
    and 2007, respectively.


(1,878
)


(329
)


1,655



3,886Amortization of Interest Rate Protection Agreements


(206
)


(189
)


(584
)


(728
)Write-off of Unamortized Settlement Amounts of Interest Rate
    Protection Agreements


376







831



Settlement of Interest Rate Protection Agreements














(4,261
)Foreign Currency Translation Adjustment, Net of Income Tax
    Benefit (Provision) of $507 and $(1,217) for the three months
    ended September 30, 2008 and 2007, respectively, and $922
    and $(1,217) for the nine months ended September 30, 2008
    and 2007, respectively.


(570
)


2,261



(958
)


2,261Other Comprehensive Income

$
7,087


$
40,161


$
122,865


$
120,442    4




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2008


2007(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net Income

$
121,921


$
119,284Adjustments to Reconcile Net Income to Net Cash Used In
    Operating Activities:Depreciation


76,334



79,526Amortization of Deferred Financing Costs


2,162



2,472Other Amortization


44,155



35,884Provision for Bad Debt


2,520



2,285Equity in Income of Joint Ventures


(7,295
)


(23,546
)Distributions from Joint Ventures


9,934



25,078Gain on Sale of Real Estate


(144,682
)


(176,211
)(Gain) Loss on Early Retirement of Debt


(2,749
)


393Equity in Income of Other Real Estate Partnerships


(44,214
)


(15,169
)Distributions from Investment in Other Real Estate Partnerships


44,214



15,169Decrease in Developments for Sale Costs


1,860



4,106Increase in Tenant Accounts Receivable and Prepaid Expenses and
    Other Assets, Net


(32,328
)


(11,073
)Increase in Deferred Rent Receivable


(4,403
)


(7,199
)(Decrease) Increase in Accounts Payable and Accrued Expenses and
    Rents Received in Advance and Security Deposits


(14,490
)


6,427Decrease (Increase) in Restricted Cash


90



(323
)Net Cash Provided by Operating Activities


53,029



57,103CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(446,416
)


(485,586
)Net Proceeds from Sales of Investments in Real Estate


391,601



583,417Investments in and Advances to Other Real Estate Partnerships


(32,643
)


(61,656
)Distributions from Other Real Estate Partnerships in Excess of
    Equity in Income


95,016



28,607Contributions to and Investments in Joint Ventures


(14,703
)


(23,804
)Distributions from Joint Ventures


7,934



15,673Funding of Notes Receivable


(10,325
)


(8,385
)Repayment of Mortgage Loans Receivable


46,391



23,935(Increase) Decrease in Restricted Cash


(1,166
)


12,337Net Cash Provided by Investing Activities


35,689



84,538CASH FLOWS FROM FINANCING ACTIVITIES:Offering Costs


(185
)


(46
)Unit Contributions


174



613Unit Distributions


(108,922
)


(110,334
)Purchase of General Partner Units






(29,406
)Preferred Unit Distributions


(15,803
)


(16,310
)Redemption of Preferred Units






(50,014
)Repurchase of Restricted Units


(3,787
)


(3,922
)Net Proceeds from Senior Unsecured Debt






149,595Repayments of Senior Unsecured Debt


(32,526
)


(150,000
)Other Costs of Senior Unsecured Debt






(4,261
)Repayments on Mortgage Loans Payable


(2,387
)


(34,904
)Debt Issuance Costs


(76
)


(3,758
)Proceeds from Unsecured Line of Credit


476,920



677,000Repayments on Unsecured Line of Credit


(402,000
)


(582,000
)Cash Book Overdraft.


1,176



3,116Net Cash Used in Financing Activities


(87,416
)


(154,631
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


138



Net Increase (Decrease) in Cash and Cash Equivalents


1,302



(12,990
)Cash and Cash Equivalents, Beginning of Period


4,696



15,124Cash and Cash Equivalents, End of Period

$
6,136


$
2,134    5




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except Unit and per Unit data)

(Unaudited) 1.
    Organization
    and Formation of Partnership              2.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) Form 10-K
   6




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Construction
    Revenues and Expenses
  and/or
  Deferred
    Leasing Intangibles
    September 30,


December 31,2008


2007In-Place Leases

$
76,572


$
78,332Less: Accumulated Amortization


(24,852
)


(22,048
)$
51,720


$
56,284Above Market Leases

$
4,283


$
5,069Less: Accumulated Amortization


(1,950
)


(2,023
)$
2,333


$
3,046Tenant Relationships

$
25,145


$
21,597Less: Accumulated Amortization


(4,350
)


(2,790
)$
20,795


$
18,807Total Deferred Leasing Intangibles, Net

$
74,848


$
78,137     September 30,


December 31,2008


2007Below Market Leases

$
29,181


$
28,316Less: Accumulated Amortization


(9,937
)


(8,163
)$
19,244


$
20,153  7




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,


September 30,2008


2007In-Place Leases

$
16,714


$
20,654Above Market Leases

$
61


$
912Tenant Relationships

$
6,772


$
8,743Below Market Leases

$
(3,424
)

$
(6,950
)     September 30,


September 30,2008


2007In-Place Leases


98



79Above Market Leases


43



100Tenant Relationships


92



114Below Market Leases


34



143     Income
    Taxes
    Recent
    Accounting Pronouncements
  Fair Value
    Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2). FSP 157-2 FSP 157-2,
  Business Combinations
 8




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133 Accounting for Derivative
    Instruments and Hedging Activities,
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1), 14-1 14-1 14-1
  3.
    Investments
    in and Advances to Other Real Estate Partnerships   9




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      September 30,


December 31,2008


2007ASSETSAssets:Investment in Real Estate, Net

$
303,996


$
339,533Other Assets, Net


57,645



83,939Total Assets

$
361,641


$
423,472LIABILITIES AND PARTNERS CAPITALLiabilities:Total Liabilities

$
11,813


$
11,216Partners Capital


349,828



412,256Total Liabilities and Partners Capital

$
361,641


$
423,472     Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007Total Revenues, Including Interest Income

$
10,518


$
10,045


$
30,916


$
29,196Property Expenses


(3,131
)


(2,794
)


(10,011
)


(8,316
)Depreciation and Other Amortization


(4,082
)


(4,835
)


(12,633
)


(13,619
)Income Tax Provision














(9
)Income from Continuing Operations


3,305



2,416



8,272



7,252(Loss) Income from Discontinued Operations (Including (Loss)
    Gain on Sale of Real Estate of $(112) and $1,187 for the three
    months ended September 30, 2008 and 2007, respectively, and
    $33,772 and $1,187 for the nine months ended September 30,
    2008 and 2007, respectively)


(228
)


2,911



36,411



6,505(Loss) Gain on Sale of Real Estate










(53
)


1,545Net Income

$
3,077


$
5,327


$
44,630


$
15,302   4.
    Investments
    in Joint Ventures and Property Management Services   10




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          For the Three


For the NineMonths Ended


Months EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007Contributions

$
3,585


$
7,202


$
13,999


$
21,936Distributions

$
6,636


$
15,988


$
17,868


$
40,751Fees

$
5,969


$
7,318


$
15,257


$
20,569  11




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Mortgage
    Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
    Line of Credit    EffectiveOutstanding


Interest

InterestBalance at


Rate at

Rate atSeptember 30,


December 31,


September 30,

September 30,2008


2007


2008

2008

Maturity DateMortgage Loans Payable, Net

$
78,466


$
73,550


5.50%-9.25%

4.58%-9.25%

07/09 - 09/24Unamortized Premiums


(1,904
)


(2,196
)Mortgage Loans Payable, Gross

$
76,562


$
71,354Senior Unsecured Debt, Net2016 Notes

$
194,507


$
199,442


5.750%

5.91%

01/15/162017 Notes


99,912



99,905


7.500%

7.52%

12/01/172027 Notes


15,056



15,056


7.150%

7.11%

05/15/272028 Notes


199,845



199,838


7.600%

8.13%

07/15/282011 Notes


199,853



199,807


7.375%

7.39%

03/15/112012 Notes


199,511



199,408


6.875%

6.85%

04/15/122032 Notes


49,474



49,457


7.750%

7.87%

04/15/322009 Notes


124,969



124,937


5.250%

4.10%

06/15/092014 Notes


114,561



113,521


6.420%

6.54%

06/01/142011 Exchangeable Notes


200,000



200,000


4.625%

4.63%

09/15/112017 II Notes


118,154



149,620


5.950%

6.37%

05/15/17Subtotal

$
1,515,842


$
1,550,991Unamortized Discounts


12,658



14,079Senior Unsecured Debt, Gross

$
1,528,500


$
1,565,070Unsecured Line of Credit

$
396,254


$
322,129


3.155%

3.155%

09/28/12          12




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          AmountRemainder of 2008

$
8842009


133,2972010


15,8152011


407,6572012


601,028Thereafter


842,635Total

$
2,001,316     6.
    Partners
    Capital  lock-up
 13




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Unit
    Contributions:
      Distributions:
    Nine Months EndedSeptember 30, 2008Distribution


Totalper Unit


DistributionOperating Partnership Units

$
2.16


$
109,268Series F Preferred Units

$
4,677.00


$
2,339Series G Preferred Units

$
5,427.00


$
1,357Series J Preferred Units

$
13,593.90


$
8,156Series K Preferred Units

$
13,593.90


$
2,719   7.
    Acquisition
    of Real Estate    8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations    Accounting for the Impairment or Disposal of Long-Lived
    Assets
  Accounting for Leases
 14




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30, 2008


September 30, 2007


September 30, 2008


September 30, 2007Total Revenues

$
4,758


$
20,355


$
28,092


$
71,272Property Expenses


(1,234
)


(6,949
)


(9,115
)


(23,546
)Depreciation and Amortization


(1,217
)


(6,399
)


(6,749
)


(21,830
)Gain on Sale of Real Estate


22,660



58,450



132,621



173,249Provision for Income Taxes


(65
)


(10,155
)


(3,343
)


(33,081
)Income from Discontinued Operations

$
24,902


$
55,302


$
141,506


$
166,064    15




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Supplemental
    Information to Statements of Cash Flows    Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2008


2007Interest paid, net of capitalized interest

$
85,103


$
91,166Interest capitalized

$
6,711


$
5,846Supplemental schedule of non-cash investing and financing
    activities:Distribution payable on units

$
36,425


$
36,326Distribution payable on preferred units

$



$
6,089Exchange of limited partnership units for general partnership
    units:Limited partnership units

$
(4,189
)

$
(1,594
)General partnership units


4,189



1,594$



$
In conjunction with the property and land acquisitions, the
    following liabilities were assumed:Accounts payable and accrued expenses

$
(450
)

$
(5,765
)Mortgage debt, net of premiums recorded

$
(7,852
)

$
(38,590
)Write-off of fully depreciated assets

$
(51,078
)

$
(26,183
)In conjunction with certain property sales, the Operating
    Partnership provided seller financing and assigned a mortgage
    note payable:Mortgage notes receivable

$
46,734


$
42,172Mortgage note payable

$



$
769  16




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Earnings
    Per Unit (EPU)    Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007Numerator:Loss from Continuing Operations

$
(15,537
)

$
(16,948
)

$
(28,737
)

$
(48,597
)Gain on Sale of Real Estate, Net of Income Taxes






64



9,152



1,817Less: Preferred Unit Distributions


(4,857
)


(4,857
)


(14,571
)


(16,463
)Less: Preferred Unit Redemptions














(2,017
)Loss from Continuing Operations Available to Unitholders, Net of
    Income Taxes  For Basic and Diluted EPU


(20,394
)


(21,741
)


(34,156
)


(65,260
)Discontinued Operations, Net of Income Taxes


24,902



55,302



141,506



166,064Net Income Available to Unitholders

$
4,508


$
33,561


$
107,350


$
100,804Denominator:Weighted Average Units  Basic and Diluted


49,431,399



50,735,190



49,418,057



50,894,301Basic and Diluted EPU:Loss from Continuing Operations Available to Unitholders, Net of
    Income Taxes

$
(0.41
)

$
(0.43
)

$
(0.69
)

$
(1.28
)Discontinued Operations, Net of Income Taxes

$
0.50


$
1.09


$
2.86


$
3.26Net Income Available to Unitholders

$
0.09


$
0.66


$
2.17


$
1.98          17




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Stock
    Based Compensation    12.
    Other
    Comprehensive Income and Fair Value Measurements             18




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements at Reporting Date Using:Quoted Prices inActive Markets for


Significant Other


UnobservableSeptember 30,


Identical Assets


Observable Inputs


InputsDescription

2008


(Level 1)


(Level 2)


(Level 3)Assets:Interest Rate Protection Agreements(1)

$
1,614






$
1,614



     (1)
    
    Mark to market gains on the interest rate protection agreements
    are recorded in accumulated other comprehensive income and the
    value of the interest rate protection agreements is included in
    prepaid expenses and other assets, net.      13.
    Commitments
    and Contingencies        14.
    Related
    Party Transactions    15.
    Subsequent
    Events     19




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   30-year
       20




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  lease-up Form 10-K Form 10-K), Form 10-Q,
  GENERAL
           21




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##### Table of Contents



MANAGEMENTS
    OVERVIEW
      and/or
 22




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Nine Months Ended September 30, 2008 to Nine Months
    Ended September 30, 2007
     23




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2008


September 30, 2007


$ Change


% Change($ in 000s)REVENUESSame Store Properties

$
193,697


$
189,131


$
4,566



2.4
%Acquired Properties


28,634



9,988



18,646



186.7
%Sold Properties


19,395



63,626



(44,231
)


(69.5
)%(Re)Developments and Land, Not Included Above


6,812



3,511



3,301



94.0
%Other


22,408



29,820



(7,412
)


(24.9
)%270,946



296,076



(25,130
)


(8.5
)%Discontinued Operations


(28,092
)


(71,272
)


43,180



(60.6
)%Subtotal Revenues


242,854



224,804



18,050



8.0
%Construction Revenues


101,600



21,229



80,371



378.6
%Total Revenues

$
344,454


$
246,033


$
98,421



40.0
%     24




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2008


2007


$ Change


% Change($ in 000s)PROPERTY AND CONSTRUCTION EXPENSESSame Store Properties

$
62,114


$
58,522


$
3,592



6.1
%Acquired Properties


9,490



2,564



6,926



270.1
%Sold Properties


6,607



19,895



(13,288
)


(66.8
)%(Re)Developments and Land, Not Included Above


3,555



2,642



913



34.6
%Other


11,805



12,827



(1,022
)


(8.0
)%93,571



96,450



(2,879
)


(3.0
)%Discontinued Operations


(9,115
)


(23,546
)


14,431



(61.3
)%Total Property Expenses


84,456



72,904



11,552



15.8
%Construction Expenses


96,628



20,278



76,350



376.5
%Total Property and Construction Expenses

$
181,084


$
93,182


$
87,902



94.3
%       Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2008


2007


$ Change


% Change($ in 000s)DEPRECIATION and OTHER AMORTIZATIONSame Store Properties

$
75,680


$
78,605


$
(2,925
)


(3.7
)%Acquired Properties


28,219



7,557



20,662



273.4
%Sold Properties


4,062



19,303



(15,241
)


(79.0
)%(Re)Developments and Land, Not Included Above and Other


4,289



1,809



2,480



137.1
%Corporate Furniture, Fixtures and Equipment


1,513



1,401



112



8.0
%113,763



108,675



5,088



4.7
%Discontinued Operations


(6,749
)


(21,830
)


15,081



(69.1
)%Total Depreciation and Other Amortization

$
107,014


$
86,845


$
20,169



23.2
%    25




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2008


September 30, 2007($ in 000s)Total Revenues

$
28,092


$
71,272Property Expenses


(9,115
)


(23,546
)Depreciation and Amortization


(6,749
)


(21,830
)Gain on Sale of Real Estate


132,621



173,249Provision for Income Taxes


(3,343
)


(33,081
)Income from Discontinued Operations

$
141,506


$
166,064    26




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##### Table of Contents



Comparison
    of Three Months Ended September 30, 2008 to Three Months
    Ended September 30, 2007
          27




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2008


September 30, 2007


$ Change


% Change($ in 000s)REVENUESSame Store Properties

$
63,469


$
63,407


$
62



0.1
%Acquired Properties


9,744



4,322



5,422



125.5
%Sold Properties


1,839



17,750



(15,911
)


(89.6
)%(Re)Developments and Land, Not Included Above


3,046



1,273



1,773



139.3
%Other


7,692



8,820



(1,128
)


(12.8
)%85,790



95,572



(9,782
)


(10.2
)%Discontinued Operations


(4,758
)


(20,355
)


15,597



(76.6
)%Subtotal Revenues


81,032



75,217



5,815



7.7
%Construction Revenues


45,202



5,381



39,821



740.0
%Total Revenues

$
126,234


$
80,598


$
45,636



56.6
%     Three Months


Three MonthsEnded


EndedSeptember 30, 2008


September 30, 2007


$ Change


% Change($ in 000s)PROPERTY AND CONSTRUCTION EXPENSESSame Store Properties

$
19,466


$
19,852


$
(386
)


(1.9
)%Acquired Properties


3,667



1,285



2,382



185.4
%Sold Properties


562



5,934



(5,372
)


(90.5
)%(Re)Developments and Land, Not Included Above


1,267



776



491



63.3
%Other


3,728



3,898



(170
)


(4.4
)%28,690



31,745



(3,055
)


(9.6
)%Discontinued Operations


(1,234
)


(6,949
)


5,715



(82.2
)%Total Property Expenses


27,456



24,796



2,660



10.7
%Construction Expenses


41,895



5,188



36,707



707.5
%Total Property and Construction Expenses

$
69,351


$
29,984


$
39,367



131.3
%    28




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2008


September 30, 2007


$ Change


% Change($ in 000s)DEPRECIATION and OTHER AMORTIZATIONSame Store Properties

$
23,902


$
26,380


$
(2,478
)


(9.4
)%Acquired Properties


9,939



3,540



6,399



180.8
%Sold Properties


377



5,476



(5,099
)


(93.1
)%(Re)Developments and Land, Not Included Above and Other


1,528



750



778



103.7
%Corporate Furniture, Fixtures and Equipment


539



439



100



22.8
%36,285



36,585



(300
)


(0.8
)%Discontinued Operations


(1,217
)


(6,399
)


5,182



(81.0
)%Total Depreciation and Other Amortization

$
35,068


$
30,186


$
4,882



16.2
%                  29




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2008


September 30, 2007($ in 000s)Total Revenues

$
4,758


$
20,355Property Expenses


(1,234
)


(6,949
)Depreciation and Amortization


(1,217
)


(6,399
)Gain on Sale of Real Estate


22,660



58,450Provision for Income Taxes


(65
)


(10,155
)Income from Discontinued Operations

$
24,902


$
55,302        30




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
          Nine
    Months Ended September 30, 2008
         31




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
   32




---



##### Table of Contents



Recent
    Accounting Pronouncements
    Subsequent
    Events
      30-year
    pre-tax
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)) Rules 13a-15(b) 15d-15(b),
   33




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##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Recent
    disruptions in the financial markets could affect our ability to
    obtain financing and may negatively impact our liquidity or
    financial condition.
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  ExhibitNumber

Description10
.1

First Amendment, dated as of August 18, 2008, to Fifth
    Amended and Restated Unsecured Revolving Credit Agreement dated
    as of September 28, 2007 among the Operating Partnership,
    the Company, JP Morgan Chase Bank, N.A. and the other
    lenders thereunder (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed August 20, 2008, File
    No. 1-13102)31
.1*

Certification of the Principal Executive Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31
.2*

Certification of the Principal Financial Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32
.1**

Certification of the Principal Executive Officer and the
    Principal Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith 34




---



##### Table of Contents



SIGNATURE      
  By:
    /s/  Scott
    A. Musil        35




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description10
.1

First Amendment, dated as of August 18, 2008, to Fifth
    Amended and Restated Unsecured Revolving Credit Agreement dated
    as of September 28, 2007 among the Operating Partnership,
    the Company, JP Morgan Chase Bank, N.A. and the other
    lenders thereunder (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed August 20, 2008, File
    No. 1-13102)31
.1*

Certification of the Principal Executive Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31
.2*

Certification of the Principal Financial Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32
.1**

Certification of the Principal Executive Officer and the
    Principal Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith 36