##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

|     |  |                                                                                         
|---- |  | ----------------------------------------------------------------------------------------
|/X/  |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|     |  | For the quarterly period ended September 30, 2003                                       
|/  / |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



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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. Employer   
|Incorporation 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)

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, and (2) has been subject to such filing
requirements for the past 90 days. Yes  /X/  No /  /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes  /X/  No /  /





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TABLE OF CONTENTS



|                                                   |                                                                                               |                                                                |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                     
|                                                   | Item 1. Financial Statements                                                                 
|                                                   |                                                                                               | CONSOLIDATED BALANCE SHEETS                                   
|                                                   |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|                                                   |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|                                                   |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS                         
|                                                   |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                    
|                                                   | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                   | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                                   | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                        
|                                                   | Item 1. Legal Proceedings                                                                    
|                                                   | Item 2. Changes in Securities                                                                
|                                                   | Item 3. Defaults Upon Senior Securities                                                      
|                                                   | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                                   | Item 5. Other Information                                                                    
|                                                   | Item 6. Exhibits and Report on Form 8-K                                                      
|SIGNATURE                                         
|EXHIBIT INDEX                                     
|Certification of Chief Executive Officer          
|Certification of Chief Financial Officer          
|906 Cert. of Principal Executive & Financial Offc.



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##### Table of Contents



FIRST INDUSTRIAL, L.P.

Form 10-Q

For the Period Ended September 30, 2003
INDEX

|                              |                                                                                               |                                                                                                                                     |    |       |      | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------- | -- | ----- | ---- | 
|                              |                                                                                               |                                                                                                                                     |    | PAGE 
|                              |                                                                                               |                                                                                                                                     |    |      
|Part I: FINANCIAL INFORMATION |                                                                                               |                                                                                                                                     |    |      
|                              | Item 1. Financial Statements                                                                  |                                                                                                                                     |    |       |     
|                              |                                                                                               | Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002                                                          |    |       | 2    | 
|                              |                                                                                               | Consolidated Statements of Operations and Comprehensive Income for the Nine
Months Ended September 30, 2003 and September 30, 2002  |    |       | 3    | 
|                              |                                                                                               | Consolidated Statements of Operations and Comprehensive Income for the Three
Months Ended September 30, 2003 and September 30, 2002 |    |       | 4    | 
|                              |                                                                                               | Consolidated Statements of Cash Flows for the Nine Months Ended September 30,
2003 and September 30, 2002                           |    |       | 5    | 
|                              |                                                                                               | Notes to Consolidated Financial Statements                                                                                          |    |       | 6-19 | 
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                                                     |    | 20-30 |     
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                                                     |    | 31    |     
|                              | Item 4. Controls and Procedures                                                               |                                                                                                                                     |    | 31    |     
|Part II: OTHER INFORMATION    |                                                                                               |                                                                                                                                     |    |      
|                              | Item 1. Legal Proceedings                                                                     |                                                                                                                                     |    | 32    |     
|                              | Item 2. Changes in Securities                                                                 |                                                                                                                                     |    | 32    |     
|                              | Item 3. Defaults Upon Senior Securities                                                       |                                                                                                                                     |    | 32    |     
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                                                     |    | 32    |     
|                              | Item 5. Other Information                                                                     |                                                                                                                                     |    | 32    |     
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                     |    | 32    |     
|SIGNATURE                     |                                                                                               |                                                                                                                                     | 34 |      
|EXHIBIT INDEX                 |                                                                                               |                                                                                                                                     | 35 |      

1



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##### Table of Contents












PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

|                              |                                                                                                                                           |                                   |                                         |                                   |           |               |   |              |           |           |  | 
|----------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | --------------------------------------- | --------------------------------- | --------- | ------------- | - | ------------ | --------- | --------- |  | 
|                              |                                                                                                                                           |                                   |                                         |                                   |           | September 30, |   | December 31,
|                              |                                                                                                                                           |                                   |                                         |                                   |           | 2003          |   | 2002        
|                              |                                                                                                                                           |                                   |                                         |                                   |           |               |   |             
|                              |                                                                                                                                           |                                   |                                         | ASSETS                            |           |               |   |              |           |           |  | 
|Assets:                       |                                                                                                                                           |                                   |                                         |                                   |           |               |   |             
|                              | Investment in Real Estate:                                                                                                                |                                   |                                         |                                   |           |               |   |              |          
|                              |                                                                                                                                           | Land                              |                                         | $                                 | 374,438   |               |   | $            | 363,543   |          
|                              |                                                                                                                                           | Buildings and Improvements        |                                         |                                   | 1,843,719 |               |   |              | 1,829,922 |          
|                              |                                                                                                                                           | Furniture, Fixtures and Equipment |                                         |                                   | 1,118     |               |   |              | 1,174     |          
|                              |                                                                                                                                           | Construction in Progress          |                                         |                                   | 113,894   |               |   |              | 122,331   |          
|                              |                                                                                                                                           | Less: Accumulated Depreciation    |                                         |                                   | (283,848  | )             |   |              | (261,375  | )        
|                              |                                                                                                                                           |                                   |                                         |                                   |           |               |   |              |           |          
|                              |                                                                                                                                           |                                   | Net Investment in Real Estate           |                                   |           | 2,049,321     |   |              |           | 2,055,595 | 
|                              |                                                                                                                                           |                                   |                                         |                                   |           |               |   |              |           |          
|                              | Real Estate Held for Sale, Net of Accumulated Depreciation and
Amortization of $338 at September 30, 2003 and $2,135 at
December 31, 2002 |                                   |                                         | 6,817                             |           |               |   | 7,040        |          
|                              | Investments in and Advances to Other Real Estate Partnerships                                                                             |                                   |                                         | 364,343                           |           |               |   | 377,776      |          
|                              | Cash and Cash Equivalents                                                                                                                 |                                   |                                         | 6,036                             |           |               |   |             |          
|                              | Restricted Cash                                                                                                                           |                                   |                                         | 58,255                            |           |               |   | 28,350       |          
|                              | Tenant Accounts Receivable, Net                                                                                                           |                                   |                                         | 9,386                             |           |               |   | 9,523        |          
|                              | Investments in Joint Ventures                                                                                                             |                                   |                                         | 14,086                            |           |               |   | 12,545       |          
|                              | Deferred Rent Receivable                                                                                                                  |                                   |                                         | 11,819                            |           |               |   | 12,765       |          
|                              | Deferred Financing Costs, Net                                                                                                             |                                   |                                         | 10,187                            |           |               |   | 11,449       |          
|                              | Prepaid Expenses and Other Assets, Net                                                                                                    |                                   |                                         | 102,123                           |           |               |   | 70,762       |          
|                              |                                                                                                                                           |                                   |                                         |                                   |           |               |   |              |           |          
|                              |                                                                                                                                           |                                   | Total Assets                            |                                   | $         | 2,632,373     |   |              | $         | 2,585,805 | 
|                              |                                                                                                                                           |                                   |                                         |                                   |           |               |   |              |           |          
|                              |                                                                                                                                           |                                   |                                         | LIABILITIES AND PARTNERS CAPITAL |           |               |   |              |           |           |  | 
|Liabilities:                  |                                                                                                                                           |                                   |                                         |                                   |           |               |   |             
|                              | Mortgage Loans Payable, Net                                                                                                               |                                   | $                                       | 43,628                            |           |               | $ | 19,909       |          
|                              | Senior Unsecured Debt, Net                                                                                                                |                                   |                                         | 1,212,079                         |           |               |   | 1,211,860    |          
|                              | Unsecured Line of Credit                                                                                                                  |                                   |                                         | 188,600                           |           |               |   | 170,300      |          
|                              | Accounts Payable and Accrued Expenses                                                                                                     |                                   |                                         | 77,542                            |           |               |   | 66,874       |          
|                              | Rents Received in Advance and Security Deposits                                                                                           |                                   |                                         | 24,346                            |           |               |   | 25,538       |          
|                              | Distributions Payable                                                                                                                     |                                   |                                         | 31,661                            |           |               |   | 31,106       |          
|                              |                                                                                                                                           |                                   |                                         |                                   |           |               |   |              |           |          
|                              |                                                                                                                                           |                                   | Total Liabilities                       |                                   |           | 1,577,856     |   |              |           | 1,525,587 | 
|                              |                                                                                                                                           |                                   |                                         |                                   |           |               |   |              |           |          
|Commitments and Contingencies |                                                                                                                                           |                                   |                                        |                                   |           |               |  |             
|Partners Capital:            |                                                                                                                                           |                                   |                                         |                                   |           |               |   |             
|                              | General Partner Preferred Units (100,000 units issued and
outstanding at September 30, 2003 and December 31, 2002)                        |                                   |                                         | 240,697                           |           |               |   | 240,697      |          
|                              | General Partner Units (39,459,133 and 38,598,321 units issued and
outstanding at September 30, 2003 and December 31, 2002, respectively)  |                                   |                                         | 678,818                           |           |               |   | 665,647      |          
|                              | Unamortized Value of General Partnership Restricted Units                                                                                 |                                   |                                         | (20,563                           | )         |               |   | (4,307       | )        
|                              | Limited Partners Units (6,762,285 and 6,811,956 units issued and
outstanding at September 30, 2003 and December 31, 2002, respectively)  |                                   |                                         | 165,621                           |           |               |   | 168,740      |          
|                              | Accumulated Other Comprehensive Loss                                                                                                      |                                   |                                         | (10,056                           | )         |               |   | (10,559      | )        
|                              |                                                                                                                                           |                                   |                                         |                                   |           |               |   |              |           |          
|                              |                                                                                                                                           |                                   | Total Partners Capital                 |                                   |           | 1,054,517     |   |              |           | 1,060,218 | 
|                              |                                                                                                                                           |                                   |                                         |                                   |           |               |   |              |           |          
|                              |                                                                                                                                           |                                   | Total Liabilities and Partners Capital |                                   | $         | 2,632,373     |   |              | $         | 2,585,805 | 
|                              |                                                                                                                                           |                                   |                                         |                                   |           |               |   |              |           |          

The accompanying notes are an integral part of the financial statements.

2



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##### Table of Contents






FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollars in thousands, except per Unit data)
(Unaudited)

|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | --------------------------------------------------------------------------------------- | ------- | ------------------ | ------- | ------------------ | ------- | ------- | ------- | -
|                                                                                                                                                                       |                                          |                                                                                         |         | Nine Months        |         | Nine Months       
|                                                                                                                                                                       |                                          |                                                                                         |         | Ended              |         | Ended             
|                                                                                                                                                                       |                                          |                                                                                         |         | September 30, 2003 |         | September 30, 2002
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                   
|Revenues:                                                                                                                                                              |                                          |                                                                                         |         |                    |         |                    |         |        
|                                                                                                                                                                       | Rental Income                            |                                                                                         | $       | 158,178            |         |                    | $       | 150,571 |        
|                                                                                                                                                                       | Tenant Recoveries and Other Income       |                                                                                         |         | 54,100             |         |                    |         | 48,971  |        
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|                                                                                                                                                                       |                                          | Total Revenues                                                                          |         |                    | 212,278 |                    |         |         | 199,542 |  
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|Expenses:                                                                                                                                                              |                                          |                                                                                         |         |                    |         |                    |         |        
|                                                                                                                                                                       | Real Estate Taxes                        |                                                                                         |         | 33,848             |         |                    |         | 31,462  |        
|                                                                                                                                                                       | Repairs and Maintenance                  |                                                                                         |         | 16,646             |         |                    |         | 13,367  |        
|                                                                                                                                                                       | Property Management                      |                                                                                         |         | 8,203              |         |                    |         | 7,329   |        
|                                                                                                                                                                       | Utilities                                |                                                                                         |         | 6,277              |         |                    |         | 4,972   |        
|                                                                                                                                                                       | Insurance                                |                                                                                         |         | 2,579              |         |                    |         | 1,468   |        
|                                                                                                                                                                       | Other                                    |                                                                                         |         | 5,360              |         |                    |         | 4,956   |        
|                                                                                                                                                                       | General and Administrative               |                                                                                         |         | 20,282             |         |                    |         | 13,726  |        
|                                                                                                                                                                       | Interest Expense                         |                                                                                         |         | 71,506             |         |                    |         | 64,304  |        
|                                                                                                                                                                       | Amortization of Deferred Financing Costs |                                                                                         |         | 1,316              |         |                    |         | 1,414   |        
|                                                                                                                                                                       | Depreciation and Other Amortization      |                                                                                         |         | 49,363             |         |                    |         | 42,339  |        
|                                                                                                                                                                       | Loss From Early Retirement of Debt       |                                                                                         |         |                   |         |                    |         | 888     |        
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|                                                                                                                                                                       |                                          | Total Expenses                                                                          |         |                    | 215,380 |                    |         |         | 186,225 |  
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|(Loss) Income from Continuing Operations Before Equity in Income of Other Real
Estate Partnerships, Equity in Income of Joint Ventures and Gain on Sale
of Real Estate |                                          |                                                                                         | (3,102  | )                  |         |                    | 13,317  |        
|Equity in Income of Other Real Estate Partnerships                                                                                                                     |                                          |                                                                                         | 31,788  |                    |         |                    | 40,245  |        
|Equity in Income of Joint Ventures                                                                                                                                     |                                          |                                                                                         | 705     |                    |         |                    | 1,135   |        
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|Income from Continuing Operations                                                                                                                                      |                                          |                                                                                         | 29,391  |                    |         |                    | 54,697  |        
|Income from Discontinued Operations (Including Gain on Sale of Real
Estate of $54,621 and $13,120 for the Nine Months Ended September 30,
2003 and 2002, respectively) |                                          |                                                                                         | 60,105  |                    |         |                    | 29,089  |        
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|Income
Before Gain on Sale of Real Estate                                                                                                                              |                                          |                                                                                         | 89,496  |                    |         |                    | 83,786  |        
|Gain on Sale of Real Estate                                                                                                                                            |                                          |                                                                                         | 7,330   |                    |         |                    | 18,009  |        
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|Net
Income                                                                                                                                                             |                                          |                                                                                         | 96,826  |                    |         |                    | 101,795 |        
|Less: Preferred Unit Distributions                                                                                                                                     |                                          |                                                                                         | (15,132 | )                  |         |                    | (18,388 | )      
|Less: Redemption of Series B Preferred Units                                                                                                                           |                                          |                                                                                         |        |                    |         |                    | (3,707  | )      
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|Net Income Available to Unitholders                                                                                                                                    |                                          | $                                                                                       | 81,694  |                    |         | $                  | 79,700  |        
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|Income from Continuing Operations Available to Unitholders
Per Weighted Average Unit Outstanding:                                                                      |                                          |                                                                                         |         |                    |         |                    |         |        
|                                                                                                                                                                       |                                          | Basic                                                                                   |         | $                  | 0.47    |                    |         | $       | 1.09    |  
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|                                                                                                                                                                       |                                          | Diluted                                                                                 |         | $                  | 0.47    |                    |         | $       | 1.09    |  
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|Net Income Available to Unitholders Per Weighted Average
Unit Outstanding:                                                                                             |                                          |                                                                                         |         |                    |         |                    |         |        
|                                                                                                                                                                       |                                          | Basic                                                                                   |         | $                  | 1.78    |                    |         | $       | 1.72    |  
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|                                                                                                                                                                       |                                          | Diluted                                                                                 |         | $                  | 1.78    |                    |         | $       | 1.71    |  
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|Net Income                                                                                                                                                             |                                          | $                                                                                       | 96,826  |                    |         | $                  | 101,795 |        
|Other Comprehensive Income:                                                                                                                                            |                                          |                                                                                         |         |                    |         |                    |         |        
|                                                                                                                                                                       |                                          | Settlement of Interest Rate Protection Agreement                                        |         |                    |        |                    |         |         | 1,772   |  
|                                                                                                                                                                       |                                          | Mark-to-Market of Interest Rate Protection Agreements and
Interest Rate Swap Agreements |         |                    | 357     |                    |         |         | (259    | )
|                                                                                                                                                                       |                                          | Amortization of Interest Rate Protection Agreements                                     |         |                    | 146     |                    |         |         | 130     |  
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        
|Comprehensive Income                                                                                                                                                   |                                          | $                                                                                       | 97,329  |                    |         | $                  | 103,438 |        
|                                                                                                                                                                       |                                          |                                                                                         |         |                    |         |                    |         |         |        

The accompanying notes are an integral part of the financial statements.

3



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##### Table of Contents






FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollars in thousands, except per Unit data)
(Unaudited)

|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |        |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | --------------------------------------------------- | ------ | ------------------ | ------ | ------------------ | ------ | ------ | ------ | -
|                                                                                                                                                                       |                                          |                                                     |        | Three Months       |        | Three Months      
|                                                                                                                                                                       |                                          |                                                     |        | Ended              |        | Ended             
|                                                                                                                                                                       |                                          |                                                     |        | September 30, 2003 |        | September 30, 2002
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                   
|Revenues:                                                                                                                                                              |                                          |                                                     |        |                    |        |                    |        |       
|                                                                                                                                                                       | Rental Income                            |                                                     | $      | 54,620             |        |                    | $      | 50,229 |       
|                                                                                                                                                                       | Tenant Recoveries and Other Income       |                                                     |        | 18,891             |        |                    |        | 17,282 |       
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|                                                                                                                                                                       |                                          | Total Revenues                                      |        |                    | 73,511 |                    |        |        | 67,511 |  
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|Expenses:                                                                                                                                                              |                                          |                                                     |        |                    |        |                    |        |       
|                                                                                                                                                                       | Real Estate Taxes                        |                                                     |        | 11,921             |        |                    |        | 10,161 |       
|                                                                                                                                                                       | Repairs and Maintenance                  |                                                     |        | 5,242              |        |                    |        | 4,892  |       
|                                                                                                                                                                       | Property Management                      |                                                     |        | 2,520              |        |                    |        | 2,161  |       
|                                                                                                                                                                       | Utilities                                |                                                     |        | 1,997              |        |                    |        | 1,747  |       
|                                                                                                                                                                       | Insurance                                |                                                     |        | 905                |        |                    |        | 528    |       
|                                                                                                                                                                       | Other                                    |                                                     |        | 1,981              |        |                    |        | 1,707  |       
|                                                                                                                                                                       | General and Administrative               |                                                     |        | 6,525              |        |                    |        | 3,759  |       
|                                                                                                                                                                       | Interest Expense                         |                                                     |        | 23,881             |        |                    |        | 23,069 |       
|                                                                                                                                                                       | Amortization of Deferred Financing Costs |                                                     |        | 442                |        |                    |        | 489    |       
|                                                                                                                                                                       | Depreciation and Other Amortization      |                                                     |        | 17,690             |        |                    |        | 14,473 |       
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|                                                                                                                                                                       |                                          | Total Expenses                                      |        |                    | 73,104 |                    |        |        | 62,986 |  
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|Income from Continuing Operations Before Equity in Income of Other Real
Estate Partnerships, Equity in Income of Joint Ventures and Gain on Sale
of Real Estate        |                                          |                                                     | 407    |                    |        |                    | 4,525  |       
|Equity in Income of Other Real Estate Partnerships                                                                                                                     |                                          |                                                     | 6,516  |                    |        |                    | 7,182  |       
|Equity in Income of Joint Ventures                                                                                                                                     |                                          |                                                     | 262    |                    |        |                    | 559    |       
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|Income from Continuing Operations                                                                                                                                      |                                          |                                                     | 7,185  |                    |        |                    | 12,266 |       
|Income from Discontinued Operations (Including Gain on Sale of Real
Estate of $21,837 and $6,466 for the Three Months Ended September 30,
2003 and 2002, respectively) |                                          |                                                     | 23,211 |                    |        |                    | 11,759 |       
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|Income
Before Gain on Sale of Real Estate                                                                                                                              |                                          |                                                     | 30,396 |                    |        |                    | 24,025 |       
|Gain on Sale of Real Estate                                                                                                                                            |                                          |                                                     | 4,641  |                    |        |                    | 8,175  |       
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|Net Income                                                                                                                                                             |                                          |                                                     | 35,037 |                    |        |                    | 32,200 |       
|Less: Preferred Unit Distributions                                                                                                                                     |                                          |                                                     | (5,044 | )                  |        |                    | (5,044 | )     
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|Net Income Available to Unitholders                                                                                                                                    |                                          | $                                                   | 29,993 |                    |        | $                  | 27,156 |       
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|Income from Continuing Operations Available to Unitholders
Per Weighted Average Unit Outstanding:                                                                      |                                          |                                                     |        |                    |        |                    |        |       
|                                                                                                                                                                       |                                          | Basic                                               |        | $                  | 0.15   |                    |        | $      | 0.33   |  
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|                                                                                                                                                                       |                                          | Diluted                                             |        | $                  | 0.15   |                    |        | $      | 0.33   |  
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|Net Income Available to Unitholders Per Weighted Average
Unit Outstanding:                                                                                             |                                          |                                                     |        |                    |        |                    |        |       
|                                                                                                                                                                       |                                          | Basic                                               |        | $                  | 0.65   |                    |        | $      | 0.58   |  
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|                                                                                                                                                                       |                                          | Diluted                                             |        | $                  | 0.65   |                    |        | $      | 0.58   |  
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|Net Income                                                                                                                                                             |                                          | $                                                   | 35,037 |                    |        | $                  | 32,200 |       
|Other Comprehensive Income:                                                                                                                                            |                                          |                                                     |        |                    |        |                    |        |       
|                                                                                                                                                                       |                                          | Mark-to-Market of Interest Rate Swap Agreements     |        |                    | 46     |                    |        |        | (80    | )
|                                                                                                                                                                       |                                          | Amortization of Interest Rate Protection Agreements |        |                    | 50     |                    |        |        | 5      |  
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       
|Comprehensive Income                                                                                                                                                   |                                          | $                                                   | 35,133 |                    |        | $                  | 32,125 |       
|                                                                                                                                                                       |                                          |                                                     |        |                    |        |                    |        |        |       

The accompanying notes are an integral part of the financial statements.

4



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##### Table of Contents






FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                    |         |          |         | 
|---------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ------------------------------------- | ----------------------------------------- | ------- | ------------------ | ------ | ------------------ | ------- | -------- | ------- | 
|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         | Nine Months Ended  |        | Nine Months Ended 
|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         | September 30, 2003 |        | September 30, 2002
|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                   
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                   
|                                               | Net Income                                                                        |                                                                                                                          | $                                     | 96,826                                    |         |                    | $      | 101,795            |        
|                                               | Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities: |                                                                                                                          |                                       |                                           |         |                    |        |                    |        
|                                               |                                                                                   | Depreciation                                                                                                             |                                       |                                           | 43,879  |                    |        |                    | 41,216  |         
|                                               |                                                                                   | Amortization of Deferred Financing Costs                                                                                 |                                       |                                           | 1,316   |                    |        |                    | 1,414   |         
|                                               |                                                                                   | Other Amortization                                                                                                       |                                       |                                           | 11,651  |                    |        |                    | 10,802  |         
|                                               |                                                                                   | Provision for Bad Debt                                                                                                   |                                       |                                           | 70      |                    |        |                    |        |         
|                                               |                                                                                   | Equity in Income of Joint Ventures                                                                                       |                                       |                                           | (705    | )                  |        |                    | (1,135  | )       
|                                               |                                                                                   | Distributions from Joint Ventures                                                                                        |                                       |                                           | 705     |                    |        |                    | 1,135   |         
|                                               |                                                                                   | Gain on Sale of Real Estate                                                                                              |                                       |                                           | (61,951 | )                  |        |                    | (31,129 | )       
|                                               |                                                                                   | Loss From Early Retirement of Debt                                                                                       |                                       |                                           |        |                    |        |                    | 888     |         
|                                               |                                                                                   | Equity in Income of Other Real Estate Partnerships                                                                       |                                       |                                           | (31,788 | )                  |        |                    | (40,245 | )       
|                                               |                                                                                   | Distributions from Investment in Other Real Estate
Partnerships                                                          |                                       |                                           | 31,788  |                    |        |                    | 40,245  |         
|                                               |                                                                                   | Increase in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets, Net                                        |                                       |                                           | (27,683 | )                  |        |                    | (16,758 | )       
|                                               |                                                                                   | Increase in Deferred Rent Receivable                                                                                     |                                       |                                           | (976    | )                  |        |                    | (1,942  | )       
|                                               |                                                                                   | Increase (Decrease) in Accounts Payable and Accrued
and Accrued Expenses Rents Received in Advance and
Security Deposits |                                       |                                           | 1,303   |                    |        |                    | (3,472  | )       
|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                    |        
|                                               |                                                                                   |                                                                                                                          |                                       | Net Cash Provided by Operating Activities |         |                    | 64,435 |                    |         |          | 102,814 | 
|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                    |        
|CASH FLOWS FROM INVESTING ACTIVITIES:          |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                   
|                                               | Purchases of and Additions to Investment in Real Estate                           |                                                                                                                          |                                       | (195,546                                  | )       |                    |        | (193,593           | )      
|                                               | Net Proceeds from Sales of Investments in Real Estate                             |                                                                                                                          |                                       | 243,131                                   |         |                    |        | 229,739            |        
|                                               | Investments in and Advances to Other Real Estate
Partnerships                     |                                                                                                                          |                                       | (42,111                                   | )       |                    |        | (90,836            | )      
|                                               | Distributions from Other Real Estate Partnerships in Excess of
Equity in Income   |                                                                                                                          |                                       | 55,544                                    |         |                    |        | 68,368             |        
|                                               | Contributions to and Investments in Joint Ventures                                |                                                                                                                          |                                       | (4,195                                    | )       |                    |        | (6,654             | )      
|                                               | Distributions from Joint Ventures                                                 |                                                                                                                          |                                       | 2,199                                     |         |                    |        | 744                |        
|                                               | Repayment of Mortgage Loans Receivable                                            |                                                                                                                          |                                       | 2,150                                     |         |                    |        | 5,780              |        
|                                               | Increase in Restricted Cash                                                       |                                                                                                                          |                                       | (29,905                                   | )       |                    |        | (6,123             | )      
|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                    |        
|                                               |                                                                                   |                                                                                                                          |                                       | Net Cash Provided by Investing Activities |         |                    | 31,267 |                    |         |          | 7,425   | 
|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                    |        
|CASH FLOWS FROM FINANCING ACTIVITIES:          |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                   
|                                               | Unit Contributions                                                                |                                                                                                                          |                                       | 5,031                                     |         |                    |        | 15,895             |        
|                                               | Unit Distributions                                                                |                                                                                                                          |                                       | (94,256                                   | )       |                    |        | (94,256            | )      
|                                               | Repurchase of Restricted Units                                                    |                                                                                                                          |                                       | (1,829                                    | )       |                    |        | (1,796             | )      
|                                               | Repurchase of General Partner Units                                               |                                                                                                                          |                                       | (997                                      | )       |                    |        |                   |        
|                                               | Preferred Unit Distributions                                                      |                                                                                                                          |                                       | (15,132                                   | )       |                    |        | (18,388            | )      
|                                               | Repayments on Mortgage Loans Payable                                              |                                                                                                                          |                                       | (729                                      | )       |                    |        | (2,825             | )      
|                                               | Proceeds from Senior Unsecured Debt                                               |                                                                                                                          |                                       |                                          |         |                    |        | 247,950            |        
|                                               | Other Proceeds from Senior Unsecured Debt                                         |                                                                                                                          |                                       |                                          |         |                    |        | 1,772              |        
|                                               | Repayment of Senior Unsecured Debt                                                |                                                                                                                          |                                       |                                          |         |                    |        | (84,930            | )      
|                                               | Redemption of Preferred Units                                                     |                                                                                                                          |                                       |                                          |         |                    |        | (100,000           | )      
|                                               | Proceeds from Unsecured Lines of Credit                                           |                                                                                                                          |                                       | 209,800                                   |         |                    |        | 359,900            |        
|                                               | Repayments on Unsecured Lines of Credit                                           |                                                                                                                          |                                       | (191,500                                  | )       |                    |        | (432,000           | )      
|                                               | Cost of Debt Issuance and Prepayment Fees                                         |                                                                                                                          |                                       | (54                                       | )       |                    |        | (3,876             | )      
|                                               | Book Overdraft                                                                    |                                                                                                                          |                                       |                                          |         |                    |        | 2,315              |        
|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                    |        
|                                               |                                                                                   |                                                                                                                          | Net Cash Used in Financing Activities |                                           |         | (89,666            | )      |                    |         | (110,239 | )      
|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                    |        
|Net Increase in Cash and Cash Equivalents      |                                                                                   |                                                                                                                          | 6,036                                 |                                           |         |                    |       |                   
|Cash and Cash Equivalents, Beginning of Period |                                                                                   |                                                                                                                          |                                      |                                           |         |                    |       |                   
|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                    |        
|Cash and Cash Equivalents, End of Period       |                                                                                   | $                                                                                                                        | 6,036                                 |                                           |         | $                  |       |                   
|                                               |                                                                                   |                                                                                                                          |                                       |                                           |         |                    |        |                    |        

The accompanying notes are an integral part of the financial statements.

5



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##### Table of Contents






FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|1. |  | Organization and Formation of Partnership
|-- |  | -----------------------------------------

First Industrial, L.P. (the Operating Partnership) was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the Company) with an
approximate 85.4% ownership interest at September 30, 2003. The limited
partners of the Operating Partnership own approximately a 14.6% interest in the
Operating Partnership at September 30, 2003. The Company also owns a preferred
general partnership interest in the Operating Partnership with an aggregate
liquidation priority of $250,000. The Company is a real estate investment
trust (REIT) as defined in the Internal Revenue Code. The Companys
operations are conducted primarily through the Operating Partnership.

The Operating Partnership is the sole member of several limited liability
companies (the L.L.C.s), the sole stockholder of First Industrial Development
Services, Inc., and holds at least a 99% limited partnership interest in each
of eight limited partnerships (together, the Other Real Estate Partnerships).
The Operating Partnership, through separate wholly-owned limited liability
companies in which it is the sole member, also owns minority equity interests
in and provides asset and property management services to two joint ventures
which invest in industrial properties (the September 1998 Joint Venture and
the December 2001 Joint Venture). The Operating
Partnership, through a separate wholly-owned limited liability
company in which it is the sole member, also owned a minority equity
interest in and provided asset and property management services to a
third joint venture which invested in industrial properties (the
September 1999 Joint Venture). During the three months ended September
30, 2003, the September 1999 Joint Venture sold its remaining property. In
conjunction with this final property sale, the final distribution was made to
the partners. In May 2003, the Operating Partnership, through separate
wholly-owned limited liability companies in which it is the sole member,
entered into a joint venture arrangement (the May 2003 Joint Venture) with an
institutional investor to invest in industrial properties. As of September 30,
2003, the May 2003 Joint Venture did not own any industrial properties.

The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnerships for which it acts as a general partner. Each
general partner of the Other Real Estate Partnerships is a wholly-owned
subsidiary of the Company.

The financial statements of the Operating Partnership report the L.L.C.s
and First Industrial Development Services, Inc. (the Consolidated Operating
Partnership) on a consolidated basis. The Other Real Estate Partnerships, the
September 1998 Joint Venture, the September 1999 Joint Venture and the December 2001 Joint Venture are accounted
for under the equity method of accounting. As of September 30, 2003, the
Consolidated Operating Partnership owned 736 in-service industrial properties
containing an aggregate of approximately 48.7 million square feet of gross
leasable area (GLA). On a combined basis, as of September 30, 2003, the
Other Real Estate Partnerships owned 111 in-service industrial properties
containing an aggregate of approximately 10.1 million square feet of GLA.



|2. |  | Summary of Significant Accounting Policies
|-- |  | ------------------------------------------

The accompanying unaudited interim financial statements have been prepared
in accordance with the accounting policies described in the financial
statements and related notes included in the Operating Partnerships 2002 Form
10-K and should be read in conjunction with such financial statements and
related notes. The following notes to these interim financial statements
highlight significant changes to the notes included in the December 31, 2002
audited financial statements included in the Operating Partnerships 2002 Form
10-K and present interim disclosures as required by the Securities and Exchange
Commission.

In order to conform with generally accepted accounting principles,
management, in preparation of the Consolidated Operating Partnerships
financial statements, is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets

6



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|2. |  | Summary of Significant Accounting Policies, continued
|-- |  | -----------------------------------------------------

and liabilities as of September 30, 2003 and December 31, 2002, and the
reported amounts of revenues and expenses for each of the nine and three months
ended September 30, 2003 and 2002, respectively. Actual results could differ
from those estimates.

In the opinion of management, all adjustments consist of normal recurring
adjustments necessary for a fair statement of the financial position of the
Consolidated Operating Partnership as of September 30, 2003 and the results of
its operations and comprehensive income for each of the nine and three months
ended September 30, 2003 and 2002, respectively, and its cash flows for each of
the nine months ended September 30, 2003 and 2002, respectively.

Tenant Accounts Receivable, Net:

The Consolidated Operating Partnership provides an allowance for doubtful
accounts against the portion of tenant accounts receivable which is estimated
to be uncollectible. Tenant accounts receivable in the consolidated balance
sheets are shown net of an allowance for doubtful accounts of approximately
$1,777 and $1,707 as of September 30, 2003 and December 31, 2002, respectively.

Stock Incentive Plan:

Prior to January 1, 2003, the Consolidated Operating Partnership accounted
for its stock incentive plans under the recognition and measurement principles
of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25). Under APB 25, compensation expense is not recognized
for options issued in which the strike price is equal to the fair value of the
Companys stock on the date of grant. Certain options issued in 2000 were
issued with a strike price less than the fair value of the Companys stock on
the date of grant. Compensation expense is being recognized for the intrinsic
value of these options determined at the date of grant over the vesting period.
On January 1, 2003, the Consolidated Operating Partnership adopted the fair
value recognition provisions of the Financial Accounting Standards Boards
(FASB) Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation (FAS 123), as amended by Financial Accounting Standards No.
148, Accounting for Stock-Based Compensation-Transition and Disclosure. The
Consolidated Operating Partnership is applying the fair value recognition
provisions of FAS 123 prospectively to all employee option awards granted after
December 31, 2002. The Consolidated Operating Partnership has not awarded
options to employees or directors of the Company during the nine months ended
September 30, 2003, therefore no stock-based employee compensation expense is
included in net income available to common stockholders related to the fair
value recognition provisions of FAS 123.

7



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|2. |  | Summary of Significant Accounting Policies, continued
|-- |  | -----------------------------------------------------

The following table illustrates the pro forma effect on net income and
earnings per unit as if the fair value recognition provisions of FAS 123 had
been applied to all outstanding and unvested option awards in each period
presented:

|                                                                                                             |  |                   |        |                    |  |               |        |               |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------ | ------------------ |  | ------------- | ------ | ------------- |  | - | ------ | - |  | - | ------ | -
|                                                                                                             |  | Nine
Months Ended |        | Three
Months Ended
|                                                                                                             |  |                   |        |                   
|                                                                                                             |  | September 30,     |        | September 30,      |  | September 30, |        | September 30,
|                                                                                                             |  | 2003              |        | 2002               |  | 2003          |        | 2002         
|                                                                                                             |  |                   |        |                    |  |               |        |              
|Net Income Available to Unitholders - as reported                                                            |  | $                 | 81,694 |                    |  | $             | 79,700 |               |  | $ | 29,993 |   |  | $ | 27,156 |  
|Add: Stock-Based Employee Compensation Expense Included in
Net Income Available to Unitholders - as reported |  |                   | 54     |                    |  |               | 177    |               |  |   |       |   |  |   | 59     |  
|Less: Total Stock-Based Employee Compensation Expense
Determined Under the Fair Value Method                 |  |                   | (1,142 | )                  |  |               | (881   | )             |  |   | (342   | ) |  |   | (275   | )
|                                                                                                             |  |                   |        |                    |  |               |        |               |  |   |        |   |  |   |        |  
|Net Income Available to Unitholders - pro forma                                                              |  | $                 | 80,606 |                    |  | $             | 78,996 |               |  | $ | 29,651 |   |  | $ | 26,940 |  
|                                                                                                             |  |                   |        |                    |  |               |        |               |  |   |        |   |  |   |        |  
|Net Income Available to Unitholders
per Share - as reported - Basic                                          |  | $                 | 1.78   |                    |  | $             | 1.72   |               |  | $ | 0.65   |   |  | $ | 0.58   |  
|Net Income Available to Unitholders
per Share - pro forma - Basic                                            |  | $                 | 1.76   |                    |  | $             | 1.71   |               |  | $ | 0.64   |   |  | $ | 0.58   |  
|Net Income Available to Unitholders
per Share - as reported - Diluted                                        |  | $                 | 1.78   |                    |  | $             | 1.71   |               |  | $ | 0.65   |   |  | $ | 0.58   |  
|Net Income Available to Unitholders
per Share - pro forma - Diluted                                          |  | $                 | 1.75   |                    |  | $             | 1.70   |               |  | $ | 0.64   |   |  | $ | 0.58   |  

Discontinued Operations:

On January 1, 2002, the Consolidated Operating Partnership adopted the
FASBs Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (FAS 144). FAS 144 addresses
financial accounting and reporting for the disposal of long-lived assets. FAS
144 requires that the results of operations and gains or losses on the sale of
properties sold subsequent to December 31, 2001 as well as the results of
operations from properties that are classified as held for sale at September
30, 2003 be presented in discontinued operations if both of the following
criteria are met: (a) the operations and cash flows of the property have been
(or will be) eliminated from the ongoing operations of the Consolidated
Operating Partnership as a result of the disposal transaction and (b) the
Consolidated Operating Partnership will not have any significant continuing
involvement in the operations of the property after the disposal transaction.
FAS 144 also requires prior period results of operations for these properties
to be restated and presented in discontinued operations in prior consolidated
statements of operations.

Recent Accounting Pronouncements:

In January 2003, the FASB issued Financial Accounting Standards
Interpretation No. 46, Consolidation of Variable Interest Entities - an
interpretation of ARB No. 51 (FIN 46). FIN 46 addresses consolidation by
business enterprises of special purpose entities (SPEs) to which the usual
condition for consolidation described in Accounting Research Bulletin No. 51
does not apply because the SPEs have no voting interests or otherwise are not
subject to control through ownership of voting interests. For Variable
Interest Entities created before February 1, 2003, the provisions of FIN 46 are
effective no later than the beginning of the first interim or annual reporting
period ending after December 15, 2003. For Variable Interest Entities created
after January 31, 2003, the provisions of FIN 46 are effective immediately.
FIN 46 has not had a
material effect on the Consolidated Operating Partnerships consolidated
financial position, liquidity, and results of operations.

8



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|2. |  | Summary of Significant Accounting Policies, continued
|-- |  | -----------------------------------------------------

In April 2003, the FASB issued Statement of Financial Accounting Standards
No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities (FAS 149). This statement amends and clarifies financial
accounting and reporting for derivative instruments and for hedging activities
under FAS 133, Accounting for Derivative Instruments and Hedging Activities.
This statement was effective for certain contracts entered into or modified
after June 30, 2003 and for certain hedging relationships designated after June
30, 2003. FAS 149 has not had a material effect on the Consolidated Operating
Partnerships consolidated financial position, liquidity, and results of
operations.

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity (FAS 150). This statement establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. This statement was effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise was effective at the beginning of the first interim period beginning
after June 15, 2003. FAS 150 has not had a material effect on the Consolidated
Operating Partnerships consolidated financial position, liquidity, and results
of operations. The FASB recently delayed the provisions of FAS 150 which apply
to mandatorily redeemable non-controlling interests. The deferral of these
provisions are expected to remain in effect while these interests are further
evaluated by the FASB.

9



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|2. |  | Summary of Significant Accounting Policies, continued
|-- |  | -----------------------------------------------------

Reclassifications:

On January 1, 2003, the Consolidated Operating Partnership adopted the
FASBs Statement of Financial Accounting Standard No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections (FAS 145). FAS 145 rescinds FAS 4, FAS 44 and FAS 64 and amends
FAS 13 to modify the accounting for sales-leaseback transactions. FAS 4
required the classification of gains and losses resulting from extinguishment
of debt to be classified as extraordinary items. Pursuant to the adoption of
FAS 145, the Consolidated Operating Partnership reclassified amounts shown as
extraordinary for the nine and three months ended September 30, 2002 to
continuing operations.

In July 2003, the Securities and Exchange Commission (the SEC) issued a
clarification on Emerging Issues Task Force (EITF) Abstract, Topic No. D 42,
The Effect on the Calculation of Earnings per Share for the Redemption or
Induced Conversion of Preferred Stock (EITF 42). This clarification of EITF
42, states for the purpose of calculating the excess of (1) fair value of the
consideration transferred to the holders of the preferred stock over (2) the
carrying amount of the preferred stock in the balance sheet, the carrying
amount of the preferred stock should be reduced by the issuance costs of the
preferred stock. This clarification is effective in the first fiscal period
ending after September 15, 2003 and requires prior periods presented to be
restated. Pursuant to EITF 42, the Consolidated Operating Partnership restated
net income available to unitholders and net income available to unitholders per
unit for the nine months ended September 30, 2002 by reducing net income
available to unitholders for the issuance costs related to the redemption of
the Consolidated Operating Partnerships 8.75%, $.01 par value, Series B
Cumulative Preferred Units (the Series B Preferred Units) on May 14, 2002.
Net income available to unitholders and net income available to unitholders per
unit for the year ended December 31, 2002 will be restated as follows:

|             |                                                  |                                          |   |                    |         | 
|------------ | ------------------------------------------------ | ---------------------------------------- | - | ------------------ | ------- | 
|             |                                                  |                                          |   | For the year ended
|             |                                                  |                                          |   | December 31, 2002 
|             |                                                  |                                          |   |                   
|             | Net Income Available to Unitholders              |                                          |   |                    |        
|             |                                                  | - For Basic and Diluted EPU, as reported |   | $                  | 112,986 | 
|             | Redemption of Series B Preferred Units           |                                          |   | (3,707             | )      
|             |                                                  |                                          |   |                    |         | 
|             | Net Income Available to Unitholders              |                                          |   |                    |        
|             |                                                  | - For Basic and Diluted EPU, as restated |   | $                  | 109,279 | 
|             |                                                  |                                          |   |                    |         | 
|Basic EPU:   |                                                  |                                          |   |                   
|             | Net Income Available to Unitholders, as reported |                                          | $ | 2.45               |        
|             |                                                  |                                          |   |                    |         | 
|             | Net Income Available to Unitholders, as restated |                                          | $ | 2.37               |        
|             |                                                  |                                          |   |                    |         | 
|Diluted EPU: |                                                  |                                          |   |                   
|             | Net Income Available to Unitholders, as reported |                                          | $ | 2.44               |        
|             |                                                  |                                          |   |                    |         | 
|             | Net Income Available to unitholders, as restated |                                          | $ | 2.36               |        
|             |                                                  |                                          |   |                    |         | 

10



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FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|3. |  | Investments in and Advances to Other Real Estate Partnerships
|-- |  | -------------------------------------------------------------

The investments in and advances to Other Real Estate Partnerships reflects
the Operating Partnerships limited partnership equity interests in the
entities referred to in Note 1 to these financial statements.

Summarized condensed financial information as derived from the financial
statements of the Other Real Estate Partnerships is presented below:

Condensed Combined Balance Sheets:

|                                  |                                |                                         |   |                    |         |                   |   |         |         | 
|--------------------------------- | ------------------------------ | --------------------------------------- | - | ------------------ | ------- | ----------------- | - | ------- | ------- | 
|                                  |                                |                                         |   | September 30, 2003 |         | December 31, 2002
|                                  |                                |                                         |   |                    |         |                  
|ASSETS                            |                                |                                         |   |                    |         |                   |   |        
|Assets:                           |                                |                                         |   |                    |         |                   |   |        
|                                  | Investment in Real Estate,
Net |                                         | $ | 337,352            |         |                   | $ | 332,552 |        
|                                  | Other Assets,
Net              |                                         |   | 49,144             |         |                   |   | 102,784 |        
|                                  |                                |                                         |   |                    |         |                   |   |         |        
|                                  |                                | Total
Assets                            |   | $                  | 386,496 |                   |   | $       | 435,336 | 
|                                  |                                |                                         |   |                    |         |                   |   |         |        
|LIABILITIES AND PARTNERS CAPITAL |                                |                                         |   |                    |         |                   |   |        
|Liabilities:                      |                                |                                         |   |                    |         |                   |   |        
|                                  | Mortgage Loans
Payable         |                                         | $ | 2,547              |         |                   | $ | 40,080  |        
|                                  | Other
Liabilities              |                                         |   | 16,436             |         |                   |   | 14,126  |        
|                                  |                                |                                         |   |                    |         |                   |   |         |        
|                                  |                                | Total
Liabilities                       |   |                    | 18,983  |                   |   |         | 54,206  | 
|                                  |                                |                                         |   |                    |         |                   |   |         |        
|                                  | Partners
Capital              |                                         |   | 367,513            |         |                   |   | 381,130 |        
|                                  |                                |                                         |   |                    |         |                   |   |         |        
|                                  |                                | Total Liabilities
and Partners
Capital |   | $                  | 386,496 |                   |   | $       | 435,336 | 
|                                  |                                |                                         |   |                    |         |                   |   |         |        

Condensed Combined Statements of Operations:

|                                                                                                                                                                                                                          |  |                   |         |                    |  |               |         |               |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | ------------------ |  | ------------- | ------- | ------------- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                                                                                                                          |  | Nine Months Ended |         | Three Months Ended
|                                                                                                                                                                                                                          |  |                   |         |                   
|                                                                                                                                                                                                                          |  | September 30,     |         | September 30,      |  | September 30, |         | September 30,
|                                                                                                                                                                                                                          |  | 2003              |         | 2002               |  | 2003          |         | 2002         
|                                                                                                                                                                                                                          |  |                   |         |                    |  |               |         |              
|Total Revenues                                                                                                                                                                                                            |  | $                 | 50,235  |                    |  | $             | 39,400  |               |  | $ | 13,049 |   |  | $ | 13,993 |  
|Property Expenses                                                                                                                                                                                                         |  |                   | (11,863 | )                  |  |               | (11,140 | )             |  |   | (3,366 | ) |  |   | (4,073 | )
|Loss From Early Retirement of
Debt                                                                                                                                                                                        |  |                   | (1,466  | )                  |  |               |        |               |  |   |       |   |  |   |       |  
|Interest Expense                                                                                                                                                                                                          |  |                   | (211    | )                  |  |               | (2,210  | )             |  |   | (44    | ) |  |   | (741   | )
|Amortization of Deferred Financing Costs                                                                                                                                                                                  |  |                   | (3      | )                  |  |               | (50     | )             |  |   | (2     | ) |  |   | (16    | )
|Depreciation and Other Amortization                                                                                                                                                                                       |  |                   | (8,682  | )                  |  |               | (7,988  | )             |  |   | (3,030 | ) |  |   | (2,846 | )
|Gain on Sale of Real Estate                                                                                                                                                                                               |  |                   | 3,929   |                    |  |               | 351     |               |  |   |       |   |  |   |       |  
|Income from Discontinued Operations (Including Gain on Sale
of Real Estate of $65 and $19,086 for the Nine Months Ended
September 30, 2003 and 2002, respectively, and
$429 for the Three Months Ended September 30, 2002 |  |                   | 59      |                    |  |               | 22,245  |               |  |   | (33    | ) |  |   | 920    |  
|                                                                                                                                                                                                                          |  |                   |         |                    |  |               |         |               |  |   |        |   |  |   |        |  
|Net Income                                                                                                                                                                                                                |  | $                 | 31,998  |                    |  | $             | 40,608  |               |  | $ | 6,574  |   |  | $ | 7,237  |  
|                                                                                                                                                                                                                          |  |                   |         |                    |  |               |         |               |  |   |        |   |  |   |        |  

11



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|4. |  | Investments in Joint Ventures
|-- |  | -----------------------------

During the nine months ended September 30, 2003 and 2002, the Consolidated
Operating Partnership, through wholly-owned limited liability companies in
which the Operating Partnership is the sole member, recognized, approximately
$1,748 and $1,491, respectively, in acquisition, disposition, property
management and asset management fees from the September 1998 Joint Venture, the
September 1999 Joint Venture and the December 2001 Joint Venture, collectively.
During the nine months ended September 30, 2003 and 2002, the Consolidated
Operating Partnership, through a wholly-owned limited liability company in
which the Operating Partnership is the sole member, invested approximately
$4,053 and $6,334, respectively, in the December 2001 Joint Venture. During
the nine months ended September 30, 2003 and 2002, the Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, received distributions of
approximately $2,904 and $1,879, respectively from the September 1998 Joint Venture, the September 1999
Joint Venture and the December 2001 Joint Venture. During the three months ended
September 30, 2003, the September 1999 Joint Venture sold its remaining
property. In conjunction with this final property sale, the final distribution
was made to the partners. As of September 30, 2003, the September 1998 Joint
Venture owned 46 industrial properties comprising approximately 2.1 million
square feet of GLA, and the December 2001 Joint Venture owned 32 industrial
properties comprising approximately 5.6 million square feet of GLA.
Twenty-five of the 32 industrial properties purchased by the December 2001 Joint Venture
were purchased from the Consolidated Operating Partnership. The Consolidated
Operating Partnership deferred 15% of the gain resulting from these sales,
which is equal to the Consolidated Operating Partnerships economic interest in
the December 2001 Joint Venture.



|5. |  | Mortgage Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured Line
of Credit
|-- |  | ------------------------------------------------------------------------------------

Mortgage Loans Payable, Net:

On May 1, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of
$14,157 (the Acquisition Mortgage Loan X). The Acquisition Mortgage Loan X
is collateralized by one property in Hagerstown, Maryland, bears interest at a
fixed rate of 8.25% and provides for monthly principal and interest payments
based on a 30-year amortization schedule. The Acquisition Mortgage Loan X
matures on December 1, 2010. In conjunction with the assumption of the
Acquisition Mortgage Loan X, the Consolidated Operating Partnership recorded a
premium in the amount of $2,927 which will be amortized over the remaining life
of the Acquisition Mortgage Loan X as an adjustment to interest expense.

12



---



##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|5. |  | Mortgage Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
Line of Credit, continued
|-- |  | -----------------------------------------------------------------------------------------------

On September 12, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the amount of $4,269 (the
Acquisition Mortgage Loan XI). The Acquisition Mortgage Loan XI is
collateralized by one property in Downers Grove, Illinois, bears interest at a
fixed rate of 7.61% and provides for monthly principal and interest payments
based on a 30  year amortization schedule. The Acquisition Mortgage Loan XI
matures on May 1, 2012. In conjunction with the assumption of the Acquisition
Mortgage Loan XI, the Consolidated Operating Partnership recorded a premium in
the amount of $621 which will be amortized over the remaining life of the
Acquisition Mortgage Loan XI as an adjustment to interest expense.

On September 12, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the amount of $2,325 (the
Acquisition Mortgage Loan XII). The Acquisition Mortgage Loan XII is
collateralized by one property in Indianapolis, Indiana, bears interest at a
fixed rate of 7.54% and provides for monthly principal and interest
payments based on a 30  year amortization schedule. The Acquisition Mortgage
Loan XII matures on January 1, 2012. In conjunction with the assumption of the
Acquisition Mortgage Loan XII, the Consolidated Operating Partnership recorded
a premium in the amount of $317 which will be amortized over the remaining life
of the Acquisition Mortgage Loan XII as an adjustment to interest expense.

The following table discloses certain information regarding the
Consolidated Operating Partnerships mortgage loans payable, senior unsecured
debt and unsecured line of credit:

|                               |  |                        |           |                             |  |                  |           |              |  |               |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|------------------------------ |  | ---------------------- | --------- | --------------------------- |  | ---------------- | --------- | ------------ |  | ------------- | ------ | -------- |  | - | ------ |  |  |  | ----- | - |  |  | -------- | ---
|                               |  | Outstanding Balance at |           | Accrued Interest Payable at |  | Interest Rate at |           |              |  |              
|                               |  |                        |           |                             |  |                  |           |              |  |              
|                               |  | September 30,          |           | December 31,                |  | September 30,    |           | December 31, |  | September 30, |        | Maturity
|                               |  | 2003                   |           | 2002                        |  | 2003             |           | 2002         |  | 2003          |        | Date    
|                               |  |                        |           |                             |  |                  |           |              |  |               |        |         
|Mortgage Loans Payable, Net    |  |                        |           |                             |  |                  |           |              |  |               |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|Assumed Loans                  |  | $                      | 5,590     |                             |  | $                | 6,015     |              |  | $             |       |          |  | $ |       |  |  |  | 9.250 | % |  |  | 01/01/13 |    
|Acquisition Mortgage Loan IV   |  |                        | 2,152     |                             |  |                  | 2,215     |              |  |               | 16     |          |  |   | 17     |  |  |  | 8.950 | % |  |  | 10/01/06 |    
|Acquisition Mortgage Loan VIII |  |                        | 5,636     |                             |  |                  | 5,733     |              |  |               | 39     |          |  |   | 39     |  |  |  | 8.260 | % |  |  | 12/01/19 |    
|Acquisition Mortgage Loan IX   |  |                        | 5,846     |                             |  |                  | 5,946     |              |  |               | 40     |          |  |   | 41     |  |  |  | 8.260 | % |  |  | 12/01/19 |    
|Acquisition Mortgage Loan X    |  |                        | 16,881    | (1)                         |  |                  |          |              |  |               | 97     |          |  |   |       |  |  |  | 8.250 | % |  |  | 12/01/10 |    
|Acquisition Mortgage Loan XI   |  |                        | 4,884     | (1)                         |  |                  |          |              |  |               | 27     |          |  |   |       |  |  |  | 7.610 | % |  |  | 05/01/12 |    
|Acquisition Mortgage Loan XII  |  |                        | 2,639     | (1)                         |  |                  |          |              |  |               | 15     |          |  |   |       |  |  |  | 7.540 | % |  |  | 01/01/12 |    
|                               |  |                        |           |                             |  |                  |           |              |  |               |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|Total                          |  | $                      | 43,628    |                             |  | $                | 19,909    |              |  | $             | 234    |          |  | $ | 97     |  |  |  |       |   |  |  |          |    
|                               |  |                        |           |                             |  |                  |           |              |  |               |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|Senior Unsecured Debt, Net     |  |                        |           |                             |  |                  |           |              |  |               |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|2005 Notes                     |  | $                      | 50,000    |                             |  | $                | 50,000    |              |  | $             | 1,246  |          |  | $ | 383    |  |  |  | 6.900 | % |  |  | 11/21/05 |    
|2006 Notes                     |  |                        | 150,000   |                             |  |                  | 150,000   |              |  |               | 3,500  |          |  |   | 875    |  |  |  | 7.000 | % |  |  | 12/01/06 |    
|2007 Notes                     |  |                        | 149,981   | (2)                         |  |                  | 149,977   | (2)          |  |               | 4,307  |          |  |   | 1,457  |  |  |  | 7.600 | % |  |  | 05/15/07 |    
|2011 PATS                      |  |                        | 99,645    | (2)                         |  |                  | 99,610    | (2)          |  |               | 2,786  |          |  |   | 942    |  |  |  | 7.375 | % |  |  | 05/15/11 | (3)
|2017 Notes                     |  |                        | 99,864    | (2)                         |  |                  | 99,857    | (2)          |  |               | 2,500  |          |  |   | 625    |  |  |  | 7.500 | % |  |  | 12/01/17 |    
|2027 Notes                     |  |                        | 15,053    | (2)                         |  |                  | 15,052    | (2)          |  |               | 407    |          |  |   | 138    |  |  |  | 7.150 | % |  |  | 05/15/27 |    
|2028 Notes                     |  |                        | 199,805   | (2)                         |  |                  | 199,799   | (2)          |  |               | 3,209  |          |  |   | 7,009  |  |  |  | 7.600 | % |  |  | 07/15/28 |    
|2011 Notes                     |  |                        | 199,547   | (2)                         |  |                  | 199,502   | (2)          |  |               | 655    |          |  |   | 4,343  |  |  |  | 7.375 | % |  |  | 03/15/11 |    
|2012 Notes                     |  |                        | 198,821   | (2)                         |  |                  | 198,717   | (2)          |  |               | 6,340  |          |  |   | 2,903  |  |  |  | 6.875 | % |  |  | 04/15/12 |    
|2032 Notes                     |  |                        | 49,363    | (2)                         |  |                  | 49,346    | (2)          |  |               | 1,787  |          |  |   | 818    |  |  |  | 7.750 | % |  |  | 04/15/32 |    
|                               |  |                        |           |                             |  |                  |           |              |  |               |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|Total                          |  | $                      | 1,212,079 |                             |  | $                | 1,211,860 |              |  | $             | 26,737 |          |  | $ | 19,493 |  |  |  |       |   |  |  |          |    
|                               |  |                        |           |                             |  |                  |           |              |  |               |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|Unsecured Line of Credit       |  |                        |           |                             |  |                  |           |              |  |               |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|2002 Unsecured Line of Credit  |  | $                      | 188,600   |                             |  | $                | 170,300   |              |  | $             | 313    |          |  | $ | 415    |  |  |  | 2.081 | % |  |  | 09/30/05 |    
|                               |  |                        |           |                             |  |                  |           |              |  |               |        |          |  |   |        |  |  |  |       |   |  |  |          |    



|(1) |  | At September 30, 2003, the Acquisition Mortgage Loan X, Acquisition Mortgage Loan XI and the Acquisition Mortgage Loan XII include unamortized premiums
of $2,768, $615 and $314, respectively.                                                                                                                                                                                                                                                                         
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | At September 30, 2003, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes, 2028 Notes, 2011 Notes, 2012 Notes and the 2032 Notes are net of unamortized discounts of
$19, $355, $136, $17, $195, $453, $1,179 and $637, respectively. At December 31, 2002, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes, 2028 Notes, 2011 Notes,
2012 Notes and the 2032 Notes are net of unamortized discounts of $23, $390, $143, $18, $201, $498, $1,283 and $654, respectively.
|   
|(3) |  | The 2011 PATS are redeemable at the option of the holder thereof, on May 15, 2004.                                                                                                                                                                                                                                                                                                                                                                                      

13



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|5. |  | Mortgage Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
Line of Credit, continued
|-- |  | -----------------------------------------------------------------------------------------------

The following is a schedule of the stated maturities and scheduled
principal payments of the mortgage loans, senior unsecured debt and unsecured
line of credit, exclusive of premiums and discounts, for the next five years
ending December 31, and thereafter:

|                  |  |        |           | 
|----------------- |  | ------ | --------- | 
|                  |  | Amount
|                  |  |       
|Remainder of 2003 |  | $      | 293       | 
|2004              |  |        | 1,199     | 
|2005              |  |        | 239,913   | 
|2006              |  |        | 153,248   | 
|2007              |  |        | 151,442   | 
|Thereafter        |  |        | 897,506   | 
|                  |  |        |           | 
|Total             |  | $      | 1,443,601 | 
|                  |  |        |           | 

Other Comprehensive Income:

In conjunction with the prior issuances of senior unsecured debt, the
Consolidated Operating Partnership, through the Operating Partnership, entered
into interest rate protection agreements to fix the interest rate on
anticipated offerings of senior unsecured debt (the Interest Rate Protection
Agreements). In the next 12 months, the Consolidated Operating Partnership
will amortize approximately $216 into net income as an increase to interest
expense.

The following is a roll forward of the accumulated other comprehensive
loss balance relating to the Consolidated Operating Partnerships derivative
transactions:

|                              |                                                     |   |         |     | 
|----------------------------- | --------------------------------------------------- | - | ------- | --- | 
|Balance at December 31, 2002  |                                                     | $ | (10,559 | )  
|                              | Mark-to-Market of Interest Rate Swap Agreements     |   |         | 357 | 
|                              | Amortization of Interest Rate Protection Agreements |   |         | 146 | 
|                              |                                                     |   |         |    
|Balance at September 30, 2003 |                                                     | $ | (10,056 | )  
|                              |                                                     |   |         |    



|6. |  | Partners Capital
|-- |  | -----------------

The Operating Partnership has issued general partnership units, limited
partnership units (together, the Units) and preferred general partnership
units. The general partnership units resulted from capital contributions from
the Company. The limited partnership units are issued in conjunction with the
acquisition of certain properties. Subject to lock-up periods and certain
adjustments, limited partnership units are convertible into common stock, par
value $.01, of the Company on a one-for-one basis or cash at the option of the
Company. The preferred general partnership units resulted from preferred
capital contributions from the Company. The Operating Partnership will be
required to make all required distributions on the preferred general
partnership units prior to any distribution of cash or assets to the
holders of the general and limited partnership units except for distributions
required to enable the Company to maintain its qualification as a REIT.

Unit Contributions:

During the nine months ended September 30, 2003, the Company awarded
692,888 shares of restricted common stock to certain employees and 10,552
shares of restricted common stock to certain Directors. The Operating
Partnership issued Units to the Company in the same amount. These shares of

14



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

|6. |  | Partners Capital, continued
|-- |  | ----------------------------

restricted common stock had a fair value of approximately $20,595 on the date
of grant. The restricted common stock vests over periods from one to ten
years. Compensation expense will be charged to earnings over the respective
vesting period.

During the nine months ended September 30, 2003, certain employees
exercised 198,781 non-qualified employee stock options. Net proceeds to the
Company were approximately $5,031. The Consolidated Operating Partnership,
through the Operating Partnership, issued Units to the Company in the same
amount.

Distributions:

On January 27, 2003, the Operating Partnership paid a fourth quarter 2002
distribution of $.6850 per Unit, totaling approximately $31,106. On April 21,
2003, the Operating Partnership paid a first quarter 2003 distribution of
$.6850 per Unit, totaling approximately $31,543. On July 21, 2003, the
Operating Partnership paid a second quarter 2003 distribution of $.6850 per
Unit, totaling approximately $31,607.

On March 31, 2003, June 30, 2003 and September 30, 2003, the Operating
Partnership paid first, second and third quarter 2003 distributions of $53.906
per Unit on its 8 5/8% Series C Cumulative Preferred Units (the Series C
Preferred Units), $49.688 per Unit on its 7.95% Series D Cumulative Preferred
Units (the Series D Preferred Units) and $49.375 per Unit on its 7.90% Series
E Cumulative Preferred Units (the Series E Preferred Units). The preferred
unit distributions paid on March 31, 2003, June 30, 2003 and September 30, 2003
totaled, in the aggregate, approximately $5,044 each quarter.

Purchase of Units:

During the nine months ended September 30, 2003, the Company repurchased
37,300 shares of its common stock at a weighted average price per share of
approximately $26.73. The Operating Partnership purchased general partner
Units from the Company in the same amount.



|7. |  | Acquisition and Development of Real Estate
|-- |  | ------------------------------------------

During the nine months ended September 30, 2003, the Consolidated
Operating Partnership acquired 38 industrial properties comprising
approximately 4.7 million square feet of GLA and several land parcels. The
purchase price of these acquisitions totaled approximately $162,756, excluding
costs incurred in conjunction with the acquisition of the industrial properties
and land parcels. The Consolidated Operating Partnership also completed the
development of seven industrial properties comprising approximately 1.0 million
square feet of GLA at an estimated cost of approximately $46.4 million.



|8. |  | Sale of Real Estate, Real Estate Held for Sale and Discontinued
Operations
|-- |  | --------------------------------------------------------------------------

During the nine months ended September 30, 2003, the Consolidated
Operating Partnership sold 95 industrial properties comprising approximately
4.8 million square feet of GLA and several land parcels. Five of the 95 sold
industrial properties comprising approximately .5 million square feet of GLA
were sold to the December 2001 Joint Venture. Gross proceeds from the sales of
the 95 industrial properties and several land parcels were approximately
$275,444. The gain on sale of real estate was approximately $61,951.
Eighty-nine of the 95 sold industrial properties meet the criteria established
by FAS 144 to be included in discontinued operations. Therefore, in accordance
with FAS 144, the results of operations and gain on sale of real estate for the
89 sold industrial properties that meet the criteria established by FAS 144 are
included in discontinued operations. The results of operations and gain on
sale of real estate

15



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|8. |  | Sale of Real Estate, Real Estate Held for Sale and Discontinued
Operations, continued
|-- |  | -------------------------------------------------------------------------------------

for the six industrial properties and several land parcels that do not meet the
criteria established by FAS 144 are included in continuing operations.

At September 30, 2003, the Consolidated Operating Partnership had two
industrial properties comprising approximately .2 million square feet of GLA
held for sale. In accordance with FAS 144, the results of operations of the
two industrial properties held for sale at September 30, 2003 are included in
discontinued operations. There can be no assurance that such industrial
properties held for sale will be sold.

Income from discontinued operations for the nine months ended September
30, 2003 reflects the results of operations and gain on sale of real estate of
89 industrial properties that were sold during the nine months ended September
30, 2003 as well as the results of operations of two industrial properties held
for sale at September 30, 2003. Income from discontinued operations for the
nine months ended September 30, 2002 reflects the results of operations of 89
industrial properties that were sold during the nine months ended September 30,
2003, 69 industrial properties that were sold during the twelve months ended
December 31, 2002 and two industrial properties identified as held for sale at
September 30, 2003, as well as the gain on sale of real estate from 37
industrial properties which were sold during the nine months ended September
30, 2002.

The following table discloses certain information regarding the industrial
properties included in discontinued operations by the Consolidated Operating
Partnership, for the nine and three months ended September 30, 2003 and 2002.

|                                    |  |                                 |        |                                  |  |      |        |      |  |   |        |   |  |   |        |  
|----------------------------------- |  | ------------------------------- | ------ | -------------------------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                    |  | Nine Months Ended September 30, |        | Three Months Ended September 30,
|                                    |  |                                 |        |                                 
|                                    |  | 2003                            |        | 2002                             |  | 2003 |        | 2002
|                                    |  |                                 |        |                                  |  |      |        |     
|Total Revenues                      |  | $                               | 11,957 |                                  |  | $    | 31,955 |      |  | $ | 2,934  |   |  | $ | 9,979  |  
|Operating Expenses                  |  |                                 | (4,040 | )                                |  |      | (9,906 | )    |  |   | (1,103 | ) |  |   | (2,934 | )
|Depreciation and Amortization       |  |                                 | (2,433 | )                                |  |      | (6,080 | )    |  |   | (457   | ) |  |   | (1,752 | )
|Gain on Sale of Real Estate         |  |                                 | 54,621 |                                  |  |      | 13,120 |      |  |   | 21,837 |   |  |   | 6,466  |  
|                                    |  |                                 |        |                                  |  |      |        |      |  |   |        |   |  |   |        |  
|Income from Discontinued Operations |  | $                               | 60,105 |                                  |  | $    | 29,089 |      |  | $ | 23,211 |   |  | $ | 11,759 |  
|                                    |  |                                 |        |                                  |  |      |        |      |  |   |        |   |  |   |        |  

16



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|9. |  | Supplemental Information to Statement of Cash Flows
|-- |  | ---------------------------------------------------



|Supplemental disclosure of Cash Flows information: |  | 
|-------------------------------------------------- |  | 

|                                                                                                 |                                            |   |                   |         |               |   |   |         |  
|------------------------------------------------------------------------------------------------ | ------------------------------------------ | - | ----------------- | ------- | ------------- | - | - | ------- | -
|                                                                                                 |                                            |   | Nine Months Ended
|                                                                                                 |                                            |   |                  
|                                                                                                 |                                            |   | September 30,     |         | September 30,
|                                                                                                 |                                            |   | 2003              |         | 2002         
|                                                                                                 |                                            |   |                   |         |              
|                                                                                                 | Interest paid, net of capitalized interest |   | $                 | 64,227  |               |   | $ | 54,533  |  
|                                                                                                 |                                            |   |                   |         |               |   |   |         |  
|                                                                                                 | Interest capitalized                       |   | $                 | 480     |               |   | $ | 6,814   |  
|                                                                                                 |                                            |   |                   |         |               |   |   |         |  
|Supplemental schedule of non-cash investing and financing activities:                            |                                            |   |                   |         |               |   |   |        
|                                                                                                 | Distribution payable on units              |   | $                 | 31,661  |               |   | $ | 31,620  |  
|                                                                                                 |                                            |   |                   |         |               |   |   |         |  
|Exchange of limited partnership units for general partnership units:                             |                                            |   |                   |         |               |   |   |        
|                                                                                                 | Limited partnership units                  |   | $                 | (1,268  | )             |   | $ | (3,323  | )
|                                                                                                 | General partnership units                  |   |                   | 1,268   |               |   |   | 3,323   |  
|                                                                                                 |                                            |   |                   |         |               |   |   |         |  
|                                                                                                 |                                            | $ |                  |         |               | $ |  |        
|                                                                                                 |                                            |   |                   |         |               |   |   |         |  
|In conjunction with the property and land acquisitions, the following
liabilities were assumed:  |                                            |   |                   |         |               |   |   |        
|                                                                                                 | Purchase of real estate                    |   | $                 | 162,756 |               |   | $ | 113,704 |  
|                                                                                                 | Deferred purchase price                    |   |                   | (10,425 | )             |   |   |        |  
|                                                                                                 | Accounts payable and accrued expenses      |   |                   | (1,303  | )             |   |   | (1,002  | )
|                                                                                                 | Mortgage Debt                              |   |                   | (20,751 | )             |   |   | (11,844 | )
|                                                                                                 |                                            |   |                   |         |               |   |   |         |  
|                                                                                                 | Acquisition of real estate                 |   | $                 | 130,277 |               |   | $ | 100,858 |  
|                                                                                                 |                                            |   |                   |         |               |   |   |         |  
|In conjunction with certain property sales, the Operating Partnership
provided seller financing: |                                            |   |                   |         |               |   |   |        
|                                                                                                 | Notes Receivable                           |   | $                 | 17,340  |               |   | $ | 18,471  |  
|                                                                                                 |                                            |   |                   |         |               |   |   |         |  

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FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|10. |  | Earnings Per Unit (EPU)
|--- |  | -------------------------

The computation of basic and diluted EPU is presented below:

|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |         | 
|------------ | -------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | - | ----------------- | ------ | ------------------ | - | ------------- | ------- | ------------- | - | ---------- | ------- |  | - | ---------- | ------- | 
|             |                                                                                        |                                                                                                                |   | Nine Months Ended |        | Three Months Ended
|             |                                                                                        |                                                                                                                |   |                   |        |                   
|             |                                                                                        |                                                                                                                |   | September 30,     |        | September 30,      |   | September 30, |         | September 30,
|             |                                                                                        |                                                                                                                |   | 2003              |        | 2002               |   | 2003          |         | 2002         
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |              
|Numerator:   |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Income from Continuing Operations                                                      |                                                                                                                | $ | 29,391            |        |                    | $ | 54,697        |         |               | $ | 7,185      |         |  | $ | 12,266     |        
|            
|             | Gain
on Sale of Real Estate                                                            |                                                                                                                | $ | 7,330             |        |                    | $ | 18,009        |         |               | $ | 4,641      |         |  | $ | 8,175      |        
|             | Less: Preferred Distributions                                                          |                                                                                                                |   | (15,132           | )      |                    |   | (18,388       | )       |               |   | (5,044     | )       |  |   | (5,044     | )      
|             | Less: Redemption of Series B Preferred Units                                           |                                                                                                                |   |                  |        |                    |   | (3,707        | )       |               |   |           |         |  |   |           |        
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        
|             | Income from Continuing Operations Available to
Unitholders - For Basic and Diluted EPU |                                                                                                                |   | 21,589            |        |                    |   | 50,611        |         |               |   | 6,782      |         |  |   | 15,397     |        
|             | Discontinued Operations                                                                |                                                                                                                |   | 60,105            |        |                    |   | 29,089        |         |               |   | 23,211     |         |  |   | 11,759     |        
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        
|             | Net Income Available to Unitholders                                                    |                                                                                                                | $ | 81,694            |        |                    | $ | 79,700        |         |               | $ | 29,993     |         |  | $ | 27,156     |        
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        
|Denominator: |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Weighted Average Units - Basic                                                         |                                                                                                                |   | 45,910,313        |        |                    |   | 46,268,057    |         |               |   | 46,182,527 |         |  |   | 46,503,733 |        
|             | Effect of Dilutive Securities:                                                         |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        
|             |                                                                                        | Employee and Director Common Stock Options of
the Company that result in the Issuance of General
Partner Units |   |                   | 92,810 |                    |   |               | 296,928 |               |   |            | 108,508 |  |   |            | 205,318 | 
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        
|             | Weighted Average Units Outstanding - Diluted                                           |                                                                                                                |   | 46,003,123        |        |                    |   | 46,564,985    |         |               |   | 46,291,035 |         |  |   | 46,709,051 |        
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        
|Basic EPU:   |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Income from Continuing Operations Available to
Unitholders                             |                                                                                                                | $ | 0.47              |        |                    | $ | 1.09          |         |               | $ | 0.15       |         |  | $ | 0.33       |        
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        
|             | Discontinued Operations                                                                |                                                                                                                | $ | 1.31              |        |                    | $ | 0.63          |         |               | $ | 0.50       |         |  | $ | 0.25       |        
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        
|             | Net Income Available to Unitholders                                                    |                                                                                                                | $ | 1.78              |        |                    | $ | 1.72          |         |               | $ | 0.65       |         |  | $ | 0.58       |        
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        
|Diluted EPU: |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Income from Continuing Operations Available to
Unitholders                             |                                                                                                                | $ | 0.47              |        |                    | $ | 1.09          |         |               | $ | 0.15       |         |  | $ | 0.33       |        
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        
|             | Discontinued Operations                                                                |                                                                                                                | $ | 1.31              |        |                    | $ | 0.62          |         |               | $ | 0.50       |         |  | $ | 0.25       |        
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        
|             | Net Income Available to Unitholders                                                    |                                                                                                                | $ | 1.78              |        |                    | $ | 1.71          |         |               | $ | 0.65       |         |  | $ | 0.58       |        
|             |                                                                                        |                                                                                                                |   |                   |        |                    |   |               |         |               |   |            |         |  |   |            |        

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FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|11. |  | Commitments and Contingencies
|--- |  | -----------------------------

In the normal course of business, the Consolidated Operating Partnership
is involved in legal actions arising from the ownership of its properties. In
managements opinion, the liabilities, if any, that may ultimately result from
such legal actions are not expected to have a materially adverse effect on the
consolidated financial position, operations or liquidity of the Consolidated
Operating Partnership.

The Consolidated Operating Partnership has committed to the construction
of 30 development projects totaling approximately 2.9 million square feet of
GLA for an estimated investment of approximately $173.5 million. Of this
amount, approximately $48.8 million remains to be funded. These developments
are expected to be funded with proceeds from the sale of select properties,
cash flows from operations and borrowings under the Consolidated Operating
Partnerships 2002 Unsecured Line of Credit. The Consolidated Operating
Partnership expects to place in service all of the development projects during
the next twelve months. There can be no assurance that the Consolidated
Operating Partnership will place these projects in service during the next
twelve months or that the actual completion cost will not exceed the estimated
completion cost stated above.



|12. |  | Subsequent Events
|--- |  | -----------------

From October 1, 2003 to November 7, 2003, the Consolidated Operating
Partnership acquired two industrial properties for an aggregate purchase price
of approximately $2,880, excluding costs incurred in conjunction with the
acquisition of these industrial properties. The Consolidated Operating
Partnership also sold two industrial properties for approximately
$4,761 of gross
proceeds.

On October 20, 2003, the Operating Partnership paid a third quarter 2003
distribution of $.6850 per Unit, totaling approximately $31,661.

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FIRST INDUSTRIAL, L.P.
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations

The following discussion and analysis of First Industrial, L.P.s (the
Operating Partnership) financial condition and results of operations should
be read in conjunction with the financial statements and notes thereto
appearing elsewhere in this Form 10-Q.

This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended (the Exchange Act). The
Operating Partnership intends such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of complying with these safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies and expectations of the Operating Partnership, are
generally identifiable by use of the words believe, expect, intend,
anticipate, estimate, project or similar expressions. The Operating
Partnerships ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a material
adverse affect on the operations and future prospects of the Operating
Partnership on a consolidated basis include, but are not limited to, changes
in: economic conditions generally and the real estate market specifically,
legislative/regulatory changes (including changes to laws governing the
taxation of real estate investment trusts), availability of financing, interest
rate levels, competition, supply and demand for industrial properties in the
Operating Partnerships current and proposed market areas, potential
environmental liabilities, slippage in development or lease-up schedules,
tenant credit risks, higher-than-expected costs and changes in general
accounting principles, policies and guidelines applicable to real estate
investment trusts. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be placed
on such statements. Further information concerning the Operating Partnership
and its business, including additional factors that could materially affect the
Operating Partnerships financial results, is included herein and in the
Operating Partnerships other filings with the Securities and Exchange
Commission.

The Operating Partnership was organized as a limited partnership in the
state of Delaware on November 23, 1993. The sole general partner of the
Operating Partnership is First Industrial Realty Trust, Inc. (the Company)
with an approximate 85.4% ownership interest at September 30, 2003. The
limited partners of the Operating Partnership own, in the aggregate,
approximately a 14.6% interest in the Operating Partnership at September 30,
2003. The Company also owns a preferred general partnership interest in the
Operating Partnership with an aggregate liquidation priority of $250 million.
The Company is a real estate investment trust (REIT) as defined in the
Internal Revenue Code. The Companys operations are conducted primarily
through the Operating Partnership.

The Operating Partnership is the sole member of several limited liability
companies (the L.L.C.s) and the sole shareholder of First Industrial
Development Services, Inc. and holds at least a 99% limited partnership
interest in each of eight limited partnerships (together, the Other Real
Estate Partnerships). The Operating Partnership, through separate wholly-owned
limited liability companies in which it is the sole member, also owns minority
equity interests in and provides asset and property management services to two
joint ventures which invest in industrial properties (the September 1998 Joint
Venture and the December 2001 Joint Venture). The
Operating Partnership, through a separate wholly-owned limited
liability company in which it is the sole member, also owned a
minority equity interest in and provided asset and property
management services to a third joint venture which invested in
industrial properties (the September 1999 Joint Venture). During the three months
ended September 30, 2003, the September 1999 Joint Venture sold its remaining
property. In conjunction with this final property sale, the final distribution
was made to the partners. In May 2003, the Operating Partnership, through
separate wholly-owned limited liability companies in which it is the sole
member, entered into a joint venture arrangement (the May 2003 Joint Venture)
with an institutional investor to invest in industrial properties. As of
September 30, 2003, the May 2003 Joint Venture did not own any industrial
properties. The financial statements of the Operating Partnership report the
L.L.C.s and First Industrial Development Services, Inc. (the Consolidated
Operating Partnership) on a consolidated basis. The Other Real Estate
Partnerships, the September 1998 Joint Venture, the September 1999 Joint
Venture, the December 2001 Joint Venture and the May 2003 Joint Venture are
accounted for under the equity method of accounting.

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The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnership for which it acts as a general partner. Each
general partner of the Other Real Estate Partnerships is a wholly-owned
subsidiary of the Company.

RESULTS OF OPERATIONS

At September 30, 2003, the Consolidated Operating Partnership owned 736
in-service industrial properties with approximately 48.7 million square feet of
gross leasable area (GLA), compared to 791 in-service industrial properties
with approximately 50.3 million square feet of GLA at September 30, 2002.
During the period between October 1, 2002 and September 30, 2003, the
Consolidated Operating Partnership acquired 75 industrial properties containing
approximately 6.2 million square feet of GLA, completed
development of 11 industrial properties totaling approximately 1.7 million square feet of GLA and
sold 123 in-service industrial properties totaling approximately 7.1 million
square feet of GLA, eight out of service industrial properties and several land
parcels. The Consolidated Operating Partnership also took 20 industrial
properties out of service that are under redevelopment comprising approximately
2.7 million square feet of GLA and placed in-service five industrial properties
comprising approximately .5 million square feet of GLA. During the period
between October 1, 2002 and September 30, 2003, the Consolidated Operating
Partnership contributed two properties comprising approximately .1 million
square feet of GLA to First Industrial Harrisburg, L.P. and contributed one
property comprising approximately .1 million square feet of GLA to First
Industrial Financing, L.P.

Comparison of Nine Months Ended September 30, 2003 to Nine Months Ended
September 30, 2002

Rental income and tenant recoveries and other income increased by
approximately $12.7 million or 6.4% for the nine months ended September 30,
2003 as compared to the nine months ended September 30, 2002 due primarily to
industrial properties acquired or developed subsequent to December 31, 2001,
partially offset by a decrease in average occupied GLA for the nine months
ended September 30, 2003 as compared to the nine months ended September 30,
2002. Rental income and tenant recoveries and other income from in-service
industrial properties owned prior to January 1, 2002 decreased by approximately
$7.3 million or 4.1% due primarily to a decrease in average occupied GLA for
the nine months ended September 30, 2003 as compared to the nine months ended
September 30, 2002.

Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
increased by approximately $9.4 million or 14.7% for the nine months ended
September 30, 2003 as compared to the nine months ended September 30, 2002.
This increase is due primarily to an increase in same store property expenses
as discussed below and an increase in property expenses due to industrial
properties acquired subsequent to December 31, 2001. Property expenses from
in-service industrial properties owned prior to January 1, 2002 increased by
approximately $2.1 million or 3.6% due primarily to an increase in repairs and
maintenance expense, utilities expense and insurance expense, partially offset
by a decrease in real estate tax expense. The increase in repairs and
maintenance is due primarily to an increase in maintenance and related expenses
as well as an increase in snow removal and related expenses in certain of the
Consolidated Operating Partnerships markets. The increase in utilities
expense is due to an increase in gas and electricity expenses. The increase in
insurance is due primarily to an increase in insurance premiums. The decrease
in real estate tax expense is due to a decrease in real estate taxes in certain
of the Consolidated Operating Partnerships markets.

General and administrative expense increased by approximately $6.6 million
due primarily to an increase in employees and employee compensation.

Interest expense increased by approximately $7.2 million for the nine
months ended September 30, 2003 as compared to the nine months ended September 30,
2002 due primarily to a higher average debt balance outstanding for the nine
months ended September 30, 2003 as compared to the nine months ended September 30,
2002 as well as a decrease in capitalized interest due to a decrease in
development activities. The average debt balance outstanding for the nine
months ended September 30, 2003 and 2002 was approximately $1,450.4 million and
$1,379.9 million, respectively. This was slightly offset by a decrease in the
weighted average interest rate on the Consolidated Operating Partnerships
outstanding

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debt for the nine months ended September 30, 2003 (6.64%) as compared to the
nine months ended September 30, 2002 (6.89%).

Amortization of deferred financing costs remained relatively unchanged.

Depreciation and other amortization increased by approximately $7.0
million due primarily to additional depreciation and amortization recognized
for properties acquired subsequent to December 31, 2001.

The approximate $.9 million loss from early retirement of debt for the
nine months ended September 30, 2002 is due to the early retirement of senior
unsecured debt. The loss from early retirement of debt is comprised of the
amount paid above the carrying amount of the senior unsecured debt, the
write-off of unamortized deferred financing fees and legal costs.

Equity in income of Other Real Estate Partnerships decreased by
approximately $8.5 million due to primarily a decrease in gain on sale of real
estate for the nine months ended September 30, 2003 as compared to the nine
months ended September 30, 2002, partially offset by an approximate $10.7
million lease termination fee received from a tenant during the nine months
ended September 30, 2003.

Equity in income of joint ventures decreased by approximately $.4 million
due primarily to a decrease in the gain on sale of real estate and to the Consolidated Operating Partnership recognizing its
proportionate share of the decrease in net income in two of the Consolidated
Operating Partnerships joint ventures due to properties sold subsequent to
December 31, 2001, partially offset by the Consolidated Operating Partnership
recognizing its proportionate share in the increase in net income of one of the
Consolidated Operating Partnerships joint ventures due to properties acquired
subsequent to December 31, 2001.

The $7.3 million gain on sale of real estate for the nine months ended
September 30, 2003 resulted from the sale of six industrial properties and
several land parcels that do not meet the criteria established by the Financial
Accounting Standards Boards Statement of Financial Accounting Standards No.
144, Accounting for the Impairment or Disposal of Long Lived Assets (FAS
144) for inclusion in discontinued operations. Gross proceeds from these
sales were approximately $54.3 million.

The $18.0 million gain on sale of real estate for the nine months ended
September 30, 2002 resulted from the sale of 25 industrial properties and
several land parcels that do not meet the criteria established by FAS 144 for
inclusion in discontinued operations. Gross proceeds from these sales were
approximately $139.5 million.

Income from discontinued operations of approximately $60.1 million for the
nine months ended September 30, 2003 reflects the results of operations and
gain on sale of real estate of 89 industrial properties that were sold during
the nine months ended September 30, 2003 as well as the results of operations
of two industrial properties held for sale at September 30, 2003. Gross
proceeds from the sales of the 89 industrial properties were approximately
$221.2 million, resulting in a gain on sale of real estate of approximately
$54.6 million.

Income from discontinued operations of approximately $29.1 million for the
nine months ended September 30, 2002 reflects the results of operations of 89
industrial properties that were sold during the nine months ended September 30,
2003, 69 industrial properties that were sold during the twelve months ended
December 31, 2002 and two industrial properties identified as held for sale at
September 30, 2003, as well as the gain on sale of real estate from 37
industrial properties which were sold during the nine months ended September
30, 2002. Gross proceeds from the sales of the 37 industrial properties were
approximately $127.6 million, resulting in a gain on sale of real estate of
approximately $13.1 million.

Comparison of Three Months Ended September 30, 2003 to Three Months Ended
September 30, 2002

Rental income and tenant recoveries and other income increased by
approximately $6.0 million or 8.9% for the three months ended September 30,
2003 as compared to the three months ended September 30, 2002 due primarily to
industrial properties acquired or developed subsequent to June 30, 2002,
partially offset by a decrease in average occupied GLA for the three months
ended September 30,

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2003 as compared to the three months ended September 30, 2002. Rental income
and tenant recoveries and other income from in-service industrial properties
owned prior to July 1, 2002 decreased by approximately $2.2 million or 3.7% due
primarily to a decrease in average occupied GLA for the three months ended
September 30, 2003 as compared to the three months ended September 30, 2002 as
well as a decrease in tenant recoveries due to a decrease in property expenses
(as discussed below) for the three months ended September 30, 2003.

Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
increased by approximately $3.4 million or 15.9% for the three months ended
September 30, 2003 as compared to the three months ended September 30, 2002.
This increase is due primarily to an increase in property expenses due to
industrial properties acquired subsequent to June 30, 2002, partially offset by
a decrease in property expenses from in-service industrial properties owned
prior to July 1, 2002. Property expenses from in-service industrial properties
owned prior to July 1, 2002 decreased by approximately $.3 million or 1.6% due
primarily to a decrease in real estate tax expense, slightly offset by an
increase in insurance expense.

General and administrative expense increased by approximately $2.8 million
due primarily to an increase in employees and employee compensation.

Interest expense increased by approximately $.8 million for the three
months ended September 30, 2003 as compared to the three months ended September
30, 2002 due primarily to a higher average debt balance outstanding for the
three months ended September 30, 2003 as compared to the three months ended
September 30, 2002 as well as a decrease in capitalized interest due to a
decrease in development activities. The average debt balance outstanding for
the three months ended September 30, 2003 and 2002 was approximately $1,466.7
million and $1,434.2 million, respectively. This was slightly offset by a
decrease in the weighted average interest rate on the Consolidated Operating
Partnerships outstanding debt for the three months ended September 30, 2003
(6.49%) as compared to the three months ended September 30, 2002 (6.84%).

Amortization of deferred financing costs remained relatively unchanged.

Depreciation and other amortization increased by approximately $3.2
million due primarily to additional depreciation and amortization recognized
for industrial properties acquired subsequent to June 30, 2002.

Equity in income of Other Real Estate Partnerships decreased by
approximately $.7 million due primarily to a decrease in gain on sale of real
estate for the nine months ended September 30, 2003 as compared to the nine
months ended September 30, 2002.

Equity in income of joint ventures decreased by approximately $.3 million
due primarily to a decrease in the gain on sale of real estate and the Consolidated Operating Partnership recognizing its
proportionate share of the decrease in net income in two of the Consolidated
Operating Partnerships joint ventures due to industrial properties sold
subsequent to June 30, 2002, partially offset by the Consolidated Operating
Partnership recognizing its proportionate share in the increase in net income
of one of the Consolidated Operating Partnerships joint ventures due to
industrial properties acquired subsequent to June 30, 2002.

The $4.6 million gain on sale of real estate for the three months ended
September 30, 2003 resulted from the sale of three industrial properties and
several land parcels that do not meet the criteria established by FAS 144 for
inclusion in discontinued operations. Gross proceeds from these sales were
approximately $30.9 million.

The $8.2 million gain on sale of real estate for the three months ended
September 30, 2002 resulted from the sale of 10 industrial properties and
several land parcels that do not meet the criteria established by FAS 144 for
inclusion in discontinued operations. Gross proceeds from these sales were
approximately $74.7 million.

Income from discontinued operations of approximately $23.2 million for the
three months ended September 30, 2003 reflects the results of operations and
gain on sale of real estate of 49 industrial properties that were sold during
the three months ended September 30, 2003 as well as the results of

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operations of two industrial properties held for sale at September 30, 2003.
Gross proceeds from the sales of the 49 industrial properties were
approximately $112.5 million, resulting in a gain on sale of real estate of
approximately $21.8 million.

Income from discontinued operations of approximately $11.8 million for the
three months ended September 30, 2002 reflects the results of operations of 49
industrial properties that were sold during the three months ended September
30, 2003, 69 industrial properties that were sold during the twelve months
ended December 31, 2002 and two industrial properties identified as held for
sale at September 30, 2003, as well as the gain on sale of real estate from 12
industrial properties which were sold during the three months ended September
30, 2002. Gross proceeds from the sales of the 12 industrial properties were
approximately $52.2 million, resulting in a gain on sale of real estate of
approximately $6.5 million.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2003, the Consolidated Operating Partnerships cash and
cash equivalents was approximately $6.0 million and restricted cash was
approximately $58.3 million. Restricted cash is comprised of gross proceeds
from the sales of certain industrial properties. These sales proceeds will be
disbursed as the Consolidated Operating Partnership exchanges industrial
properties under Section 1031 of the Internal Revenue Code.

Nine Months Ended September 30, 2003

Net cash provided by operating activities of approximately $64.4 million
for the nine months ended September 30, 2003 was comprised primarily of net
income of approximately $96.8 million, partially offset by the net change in
operating assets and liabilities of approximately $26.4 million and adjustments
for non-cash items of approximately $6.0 million. The adjustments for the
non-cash items of approximately $6.0 million are primarily comprised of the
gain on sale of real estate of approximately $61.9 million and the effect of
the straight-lining of rental income of approximately $1.0 million, partially
offset by depreciation and amortization of approximately $56.8 million and a
decrease of the bad debt provision of approximately $.1 million.

Net cash provided by investing activities of approximately $31.3 million
for the nine months ended September 30, 2003 was comprised primarily of the net
proceeds from sales of investment in real estate, distributions from the Other
Real Estate Partnerships, distributions from three of the Consolidated
Operating Partnerships industrial real estate joint ventures, a decrease in
restricted cash that was held by an intermediary for Section 1031 exchange
purposes and the repayment of mortgage loans receivable, partially offset by
the acquisition of real estate, development of real estate, capital
expenditures related to the expansion and improvement of existing real estate,
investments in and advances to the Other Real Estate Partnerships and
contributions to and investments in one of the Consolidated Operating
Partnerships industrial real estate joint ventures.

Net cash used in financing activities of approximately $89.7 million for
the nine months ended September 30, 2003 was comprised primarily of general
partnership and limited partnership units (Unit) and preferred general
partnership unit distributions, the repurchase of restricted units, the
repurchase of general partner units and repayments on mortgage loans payable,
partially offset by net borrowings under the Consolidated Operating
Partnerships $300 million unsecured line of credit (the 2002 Unsecured Line
of Credit) and the net proceeds from the exercise of stock options.

Nine Months Ended September 30, 2002

Net cash provided by operating activities of approximately $102.8 million
for the nine months ended September 30, 2002 was comprised primarily of net
income of approximately $101.8 million and adjustments for non-cash items of
approximately $21.2 million, offset by the net change in operating assets and
liabilities of approximately $20.2 million. The adjustments for the non-cash
items of approximately $21.2 million are primarily comprised of depreciation
and amortization of approximately $53.3 million and a loss of approximately $.9
million from the early retirement of debt, offset by the gain on

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sale of real estate of approximately $31.1 million and the effect of the
straight-lining of rental income of approximately $1.9 million.

Net cash provided by investing activities of approximately $7.4 million
for the nine months ended September 30, 2002 was comprised primarily of the net
proceeds from the sale of real estate, distributions from the Other Real Estate
Partnerships, distributions from the Consolidated Operating Partnerships
industrial real estate joint ventures and the repayment of mortgage loans
receivable, offset by the acquisition of real estate, development of real
estate, capital expenditures related to the expansion and improvement of
existing real estate, an increase in restricted cash from sales proceeds
deposited with an intermediary for Section 1031 exchange purposes, investments
in and advances to the Other Real Estate Partnerships and contributions to and
investments in one of the Consolidated Operating Partnerships industrial real
estate joint ventures.

Net cash used in financing activities of approximately $110.2 million for
the nine months ended September 30, 2002 was comprised primarily of the
redemption of its 8.75% Series B Cumulative Preferred Units (the Series B
Preferred Units), the partial pay off of senior unsecured debt, general
partnership and limited partnership units distributions and preferred general
partnership unit distributions, repayments on mortgage loans payable,
repurchase of restricted units due to the repurchase of restricted stock from
employees of the Company to pay for withholding taxes on the vesting of
restricted stock and net borrowings under the Consolidated Operating Partnerships unsecured
line of credit, offset by the net proceeds from the issuance of senior
unsecured debt, Unit contributions and a book overdraft.

Investment in Real Estate and Development of Real Estate

During the nine months ended September 30, 2003, the Consolidated
Operating Partnership acquired 38 industrial properties comprising
approximately 4.7 million square feet of GLA and several land parcels. The
purchase price for these acquisitions totaled approximately $162.8 million,
excluding costs incurred in conjunction with the acquisition of the industrial
properties and land parcels. The Consolidated Operating Partnership also
completed the development of seven industrial properties comprising
approximately 1.0 million square feet of GLA at a cost of approximately $46.4
million.

The Consolidated Operating Partnership has committed to the construction
of 30 development projects totaling approximately 2.9 million square feet of
GLA for an estimated investment of approximately $173.5 million. Of this
amount, approximately $48.8 million remains to be funded. These developments
are expected to be funded with proceeds from the sale of select properties,
cash flows from operations and borrowings under the Consolidated Operating
Partnerships 2002 Unsecured Line of Credit. The Consolidated Operating
Partnership expects to place in service all of the development projects during
the next twelve months. There can be no assurance that the Consolidated
Operating Partnership will place these projects in service during the next
twelve months or that the actual completion cost will not exceed the estimated
completion cost stated above.

Sale of Real Estate, Real Estate Held for Sale and Discontinued Operations

During the nine months ended September 30, 2003, the Consolidated
Operating Partnership sold 95 industrial properties comprising approximately
4.8 million square feet of GLA and several land parcels. Five of the 95 sold
industrial properties comprising approximately .5 million square feet of GLA
were sold to the December 2001 Joint Venture. Gross proceeds from the sales of
the 95 industrial properties and several land parcels were approximately $275.4
million. Eighty-nine of the 95 sold industrial properties meet the criteria
established by FAS 144 to be included in discontinued operations. Therefore,
in accordance with FAS 144, the results of operations and gain on sale of real
estate for the 89 sold industrial properties that meet the criteria established
by FAS 144 are included in discontinued operations. The results of operations
and gain on sale of real estate for the six industrial properties and several
land parcels that do not meet the criteria established by FAS 144 are included
in continuing operations.

At September 30, 2003, the Consolidated Operating Partnership had two
industrial properties comprising approximately .2 million square feet of GLA
held for sale. In accordance with FAS 144, the results of operations of the two
industrial properties held for sale at September 30, 2003 are included in
discontinued operations. There can be no assurance that such properties held
for sale will be sold.

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Income from discontinued operations of approximately $60.1 million for the
nine months ended September 30, 2003 reflects the results of operations and
gain on sale of real estate of 89 industrial properties that were sold during
the nine months ended September 30, 2003 as well as the results of operations
of two industrial properties held for sale at September 30, 2003. Income from
discontinued operations of approximately $23.2 million for the nine months
ended September 30, 2002 reflects the results of operations of 49 industrial
properties that were sold during the nine months ended September 30, 2003, 69
industrial properties that were sold during the twelve months ended December
31, 2002 and two industrial properties identified as held for sale at September
30, 2003, as well as the gain on sale of real estate from 37 industrial
properties which were sold during the nine months ended September 30, 2002.
Net carrying value of the two industrial properties held for sale at September
30, 2003 is approximately $6.9 million.

Investments in Joint Ventures

During the nine months ended September 30, 2003, the Consolidated
Operating Partnership, through wholly-owned limited liability companies in
which the Operating Partnership is the sole member, recognized, in the
aggregate, approximately $1.7 million in acquisition, disposition, property
management and asset management fees from the September 1998 Joint Venture, the
September 1999 Joint Venture and the December 2001 Joint Venture, collectively.
The Consolidated Operating Partnership, through a wholly-owned limited
liability company in which the Operating Partnership is the sole member,
invested approximately $4.2 million in the December 2001 Joint Venture. The
Consolidated Operating Partnership, through wholly-owned limited liability
companies in which the Operating Partnership is the sole member, received
distributions of approximately $2.9 million from the September 1998 Joint
Venture, the September 1999 Joint Venture and the December 2001 Joint Venture,
collectively. As of September 30, 2003, the September 1998 Joint Venture owned
46 industrial properties comprising approximately 2.1 million square feet of
GLA and the December 2001 Joint Venture owned 32 industrial properties
comprising approximately 5.6 million square feet of GLA.
Twenty-five of the 32 industrial
properties purchased by the December 2001 Joint Venture were purchased from the
Consolidated Operating Partnership. The Consolidated Operating Partnership
deferred 15% of the gain resulting from these sales which is equal to the
Consolidated Operating Partnerships economic interest in the December 2001
Joint Venture.

In May 2003, the Operating Partnership, through separate wholly-owned
limited liability companies in which it is the sole member, entered into a
joint venture arrangement (the May 2003 Joint Venture) with an institutional
investor to invest in industrial properties. As of September 30, 2003, the May
2003 Joint Venture did not own any industrial properties.

Mortgage Loans Payable

On May 1, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $14.2
million (the Acquisition Mortgage Loan X). The Acquisition Mortgage Loan X
is collateralized by one property in Hagerstown, Maryland, bears interest at a
fixed rate of 8.25% and provides for monthly principal and interest payments
based on a 30-year amortization schedule. The Acquisition Mortgage Loan X
matures on December 1, 2010. In conjunction with the assumption of the
Acquisition Mortgage Loan X, the Consolidated Operating Partnership recorded a
premium in the amount of $2.9 million which will be amortized over the
remaining life of the Acquisition Mortgage Loan X as an adjustment to interest
expense.

On September 12, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the amount of $4.2 million
(the Acquisition Mortgage Loan XI). The Acquisition Mortgage Loan XI is
collateralized by one property in Downers Grove, Illinois, bears interest at a fixed
rate of 7.61% and provides for monthly principal and interest payments based on
a 30-year amortization schedule. The Acquisition Mortgage Loan XI matures on
May 1, 2012. In conjunction with the assumption of the Acquisition Mortgage
Loan XI, the Consolidated Operating Partnership recorded a premium in the
amount of $.6 million which will be amortized over the remaining life of the
Acquisition Mortgage Loan XI as an adjustment to interest expense.

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On September 12, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the amount of $2.3 million
(the Acquisition Mortgage Loan XII). The Acquisition Mortgage Loan XII is
collateralized by one property in Indianapolis, Indiana, bears interest at a
fixed rate of 7.54% and provides for monthly principal and interest
payments based on a 30-year amortization schedule. The Acquisition Mortgage
Loan XII matures on January 1, 2012. In conjunction with the assumption of the
Acquisition Mortgage Loan XII, the Consolidated Operating Partnership recorded
a premium in the amount of $.3 million which will be amortized over the
remaining life of the Acquisition Mortgage Loan XII as an adjustment to
interest expense.

Market Risk

The following discussion about the Consolidated Operating Partnerships
risk-management activities includes forward-looking statements that involve
risk and uncertainties. Actual results could differ materially from those
projected in the forward-looking statements.

This analysis presents the hypothetical gain or loss in earnings, cash
flows or fair value of the financial instruments and derivative instruments
which are held by the Consolidated Operating Partnership at September 30, 2003
that are sensitive to changes in the interest rates. While this analysis may
have some use as a benchmark, it should not be viewed as a forecast.

In the normal course of business, the Consolidated Operating Partnership
also faces risks that are either non-financial or non-quantifiable. Such risks
principally include credit risk and legal risk and are not represented in the
following analysis.

At
September 30, 2003, approximately $1,255.7 million (approximately 86.9%
of total debt at September 30, 2003) of the Consolidated Operating
Partnerships debt was fixed rate debt and approximately $188.6 million
(approximately 13.1% of total debt at September 30, 2003) was variable rate debt.
The Consolidated Operating Partnership also had outstanding a written put
option (the Written Option) which was issued in conjunction with the initial
offering of one tranche of senior unsecured debt. Currently, the Consolidated
Operating Partnership does not enter into financial instruments for trading or
other speculative purposes.

For fixed rate debt, changes in interest rates generally affect the fair
value of the debt, but not earnings or cash flows of the Consolidated Operating
Partnership. Conversely, for variable rate debt, changes in the interest rate
generally do not impact the fair value of the debt, but would affect the
Consolidated Operating Partnerships future earnings and cash flows. The
interest rate risk and changes in fair market value of fixed rate debt
generally do not have a significant impact on the Consolidated Operating
Partnership until the Consolidated Operating Partnership is required to
refinance such debt. See Note 5 to the consolidated financial statements for a
discussion of the maturity dates of the Consolidated Operating Partnerships
various fixed rate debt.

Based upon the amount of variable rate debt outstanding at September 30,
2003, a 10% increase or decrease in the interest rate on the Consolidated
Operating Partnerships variable rate debt would decrease or increase,
respectively, future net income and cash flows by approximately $.4 million per
year. A 10% increase in interest rates would decrease the fair value of the
fixed rate debt at September 30, 2003 by approximately $47.6 million to
$1,356.1 million. A 10% decrease in interest rates would increase the fair
value of the fixed rate debt at September 30, 2003 by approximately $51.6
million to $1,455.4 million. A 10% increase in interest rates would decrease
the fair value of the Written Option at September 30, 2003 by approximately
$2.7 million to $15.0 million. A 10% decrease in interest rates would increase
the fair value of the Written Option at September 30, 2003 by approximately
$2.8 million to $20.5 million.

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General Partnership and Limited Partnership Unit Contributions, Employee Stock
Options and Restricted Stock

The Operating Partnership has issued Units. The general partnership units
resulted from capital contributions from the Company. The limited partnership
units are issued in conjunction with the acquisition of certain properties.

Unit Contributions:

During the nine months ended September 30, 2003, the Company awarded
692,888 shares of restricted common stock to certain employees and 10,552
shares of restricted common stock to certain Directors. The Operating
Partnership issued Units to the Company in the same amount. These shares of
restricted common stock had a fair value of approximately $20.6 million on the
date of grant. The restricted common stock vests over periods from one to ten
years. Compensation expense will be charged to earnings over the respective
vesting periods.

During the nine months ended September 30, 2003, certain employees
exercised 198,781 non-qualified employee stock options. Net proceeds to the
Company were approximately $5.0 million. The Consolidated Operating
Partnership, through the Operating Partnership, issued Units to the Company in
the same amount.

Distributions:

On January 27, 2003, the Operating Partnership paid a fourth quarter 2002
distribution of $.6850 per Unit, totaling approximately $31.1 million. On
April 21, 2003, the Operating Partnership paid a first quarter 2003
distribution of $.6850 per Unit, totaling approximately $31.5 million. On July
21, 2003, the Operating Partnership paid a second quarter 2003 distribution of
$.6850 per Unit, totaling approximately $31.6 million.

On March 31, 2003, June 30, 2003 and September 30, 2003, the Operating
Partnership paid first, second and third quarter 2003 distributions of $53.906
per Unit on its 8 5/8% Series C Cumulative Preferred Units (the Series C
Preferred Units), $49.688 per Unit on its 7.95% Series D Cumulative Preferred
Units (the Series D Preferred Units) and $49.375 per Unit on its 7.90% Series
E Cumulative Preferred Units (the Series E Preferred Units). The preferred
unit distributions paid on March 31, 2003, June 30, 2003 and September 30, 2003
totaled, in the aggregate, approximately $5.0 million each quarter.

Purchase of Units:

During the nine months ended September 30, 2003, the Company repurchased
37,300 shares of its common stock at a weighted average price per share of
approximately $26.73. The Operating Partnership purchased general partnership
Units from the Company in the same amount.

Subsequent Events

From
October 1, 2003 to November 7, 2003, the Consolidated Operating
Partnership acquired two industrial properties for an aggregate purchase price
of approximately $2.9 million, excluding costs incurred in conjunction with the
acquisition of these industrial properties. The Consolidated Operating
Partnership also sold two industrial properties for approximately $4.8 million of gross proceeds.

On October 20, 2003, the Operating Partnership paid a third quarter 2003
distribution of $.6850 per Unit, totaling approximately $31.7 million.

Short-Term and Long-Term Liquidity Needs

The Consolidated Operating Partnership has considered its short-term (one
year or less) liquidity needs and the adequacy of its estimated cash flow from
operations and other expected liquidity sources to meet these needs. The
Consolidated Operating Partnership believes that its principal short-term
liquidity needs are to fund normal recurring expenses, debt service
requirements and the minimum distribution required by the Company to maintain
the Companys REIT qualification under the Internal Revenue Code.

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The Consolidated Operating Partnership anticipates that these needs will be met
with cash flows provided by operating activities.

The Consolidated Operating Partnership expects to meet long-term (greater
than one year) liquidity requirements such as property acquisitions,
developments, scheduled debt maturities, major renovations, expansions and
other nonrecurring capital improvements through the disposition of select
assets, long-term unsecured indebtedness and the issuance of additional Units
and preferred units. As of September 30, 2003 and November 7,
2003, $250.0 million
of debt securities was registered and unissued under the Securities Act of
1933, as amended. The Consolidated Operating Partnership also may finance the
development or acquisition of additional properties through borrowings under
the 2002 Unsecured Line of Credit. At September 30, 2003, borrowings under the
2002 Unsecured Line of Credit bore interest at a weighted average interest rate
of 2.081%. The 2002 Unsecured Line of Credit bears interest at a floating rate
of LIBOR plus .70%, or the Prime Rate, at the Companys
election. As of November 7, 2003, the Consolidated Operating Partnership, through the Operating
Partnership, had approximately $66.0 million available for additional borrowings
under the 2002 Unsecured Line of Credit.

Other

In January 2003, the FASB issued Financial Accounting Standards
Interpretation No. 46, Consolidation of Variable Interest
Entities - an
interpretation of ARB No. 51 (FIN 46). FIN 46 addresses consolidation by
business enterprises of special purpose entities (SPEs) to which the usual
condition for consolidation described in Accounting Research Bulletin No. 51
does not apply because the SPEs have no voting interests or otherwise are not
subject to control through ownership of voting interests. For Variable
Interest Entities created before February 1, 2003, the provisions of FIN 46 are
effective no later than the beginning of the first interim or annual reporting
period ending after December 15, 2003. For Variable Interest Entities
created after January 31, 2003, the provisions of FIN 46 are effective
immediately. FIN 46 has not had a material effect on the Consolidated
Operating Partnerships financial position, liquidity, and results of
operations.

In April 2003, the FASB issued Statement of Financial Accounting Standards
No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities (FAS 149). This statement amends and clarifies financial
accounting and reporting for derivative instruments and for hedging activities
under FAS 133, Accounting for Derivative Instruments and Hedging Activities.
This statement was effective for certain contracts entered into or modified
after June 30, 2003 and for certain hedging relationships designated after June
30, 2003. FAS 149 has not had a material effect on the Consolidated Operating
Partnerships consolidated financial position, liquidity, and results of
operations.

In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity (FAS 150). This statement establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. This statement was effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise was effective at the beginning of the first interim period beginning
after June 15, 2003. FAS 150 has not had a material effect on the Consolidated
Operating Partnerships consolidated financial position, liquidity, and results
of operations. The FASB recently delayed the provisions of FAS 150 which apply
to mandatorily redeemable non-controlling interests. The deferral of these
provisions are expected to remain in effect while these interests are further
evaluated by the FASB.

On January 1, 2003, the Consolidated Operating Partnership adopted the
FASBs Statement of Financial Accounting Standard No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections (FAS 145). FAS 145 rescinds FAS 4, FAS 44 and FAS 64 and amends
FAS 13 to modify the accounting for sales-leaseback transactions. FAS 4
required the classification of gains and losses resulting from extinguishment
of debt to be classified as extraordinary items. Pursuant to the adoption of
FAS 145, the Consolidated Operating Partnership reclassified amounts shown as
extraordinary for the nine and three months ended September 30, 2002 to
continuing operations.

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In July 2003, the Securities and Exchange Commission (the SEC) issued a
clarification on Emerging Issues Task Force (EITF) Abstract, Topic No. D 42,
The Effect on the Calculation of Earnings per Share for the Redemption or
Induced Conversion of Preferred Stock (EITF 42). This clarification of EITF
42, states for the purpose of calculating the excess of (1) fair value of the
consideration transferred to the holders of the preferred stock over (2) the
carrying amount of the preferred stock in the balance sheet, the carrying
amount of the preferred stock should be reduced by the issuance costs of the
preferred stock. This clarification is effective in the first fiscal period
ending after September 15, 2003 and requires prior periods presented to be
restated. Pursuant to EITF 42, the Consolidated Operating Partnership restated
net income available to unitholders and net income available to unitholders per
unit for the nine months ended September 30, 2002 by reducing net income
available to unitholders for the issuance costs related to the redemption of
the Series B Preferred Units on May 14, 2002. Net income available to
unitholders and net income available to unitholders per unit for the year ended
December 31, 2002 will be restated as follows:

|             |                                                   |  |                    |         |  
|------------ | ------------------------------------------------- |  | ------------------ | ------- | -
|             |                                                   |  | For the year ended
|             |                                                   |  | December 31, 2002 
|             |                                                   |  |                   
|             | Net Income Available to Unitholders               |  |                    |         |  
|             | - For Basic and Diluted EPU, as reported          |  | $                  | 112,986 |  
|             | Redemption of Series B Preferred

Units           |  |                    | (3,707  | )
|             |                                                   |  |                    |         |  
|             | Net Income Available to Unitholders               |  |                    |         |  
|             | - For Basic and Diluted EPU, as restated          |  | $                  | 109,279 |  
|             |                                                   |  |                    |         |  
|Basic EPU:   |                                                   |  |                    |        
|             | Net Income Available to Unitholders, as

reported |  | $                  | 2.45    |  
|             |                                                   |  |                    |         |  
|             | Net Income Available to Unitholders, as

restated |  | $                  | 2.37    |  
|             |                                                   |  |                    |         |  
|Diluted EPU: |                                                   |  |                    |        
|             | Net Income Available to Unitholders, as

reported |  | $                  | 2.44    |  
|             |                                                   |  |                    |         |  
|             | Net Income Available to unitholders, as

restated |  | $                  | 2.36    |  
|             |                                                   |  |                    |         |  

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Response to this item is included in Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations above.




Item 4. Controls and Procedures

The Companys principal executive officer and principal financial officer,
after evaluating the effectiveness of the Operating Partnerships disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e) as of the end of the period covered by this report, based on the
evaluation of these controls and procedures required by Exchange Act Rules
13a-15(b) or 15d-15(b), have concluded that as of the end of such period the
Operating Partnerships disclosure controls and procedures were effective.

There has been no change in the Consolidated Operating Partnerships
internal control over financial reporting that occurred during the fiscal
quarter covered by this report that has materially affected, or is reasonably
likely to materially affect, the Consolidated Operating Partnerships internal
control over financial reporting.

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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

Not applicable.




Item 6. Exhibits and Report on Form 8-K

(a)  Exhibits:

|        |  |                                                                                                                                                                                                          
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                          
|Number  |  | Description                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                          
|31.1*   |  | Certification of 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 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**    |  | 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.         

(b)  Reports filed on Form 8-K:

None.

*Filed herewith

**Furnished herewith

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|The Company maintains a website at www.firstindustrial.com. Copies of the
Companys and the Operating Partnerships annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to such
reports are available without charge on the Companys website as soon as
reasonably practicable after such reports are filed or furnished with the SEC.
In addition, the Company has prepared supplemental financial and operating
information which is available without charge on the Companys website or upon
request to the Company. Please direct requests as follows:
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                   
|-----------------------------------
|First Industrial Realty Trust, Inc.
|311 S. Wacker, Suite 4000          
|Chicago, IL 60606                  
|Attention: Investor Relations      

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SIGNATURE

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

|                        |  |                                                                                         |  |                                  
|----------------------- |  | --------------------------------------------------------------------------------------- |  | ---------------------------------
|                        |  | FIRST INDUSTRIAL, L.P.
By: FIRST INDUSTRIAL REALTY TRUST, INC.
Its Sole General Partner
|                        |  |                                                                                         |  |                                  
|Date: November 12, 2003 |  | By:                                                                                     |  | /s/ Scott A. Musil               
|                        |  |                                                                                         | 
|                        |  |                                                                                         |  | Scott A. Musil                   
|                        |  |                                                                                         |  | Senior Vice President- Controller
|                        |  |                                                                                         |  | (Principal Accounting Officer)   

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EXHIBIT INDEX

|            |  |                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                          
|31.1*       |  | Certification of 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 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**        |  | Certification of the Principal Executive Officer and 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

35