##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 2007o

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


36-3924586(State or Other Jurisdiction
    of
    Incorporation or Organization)


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




---



##### 



FIRST
    INDUSTRIAL, L.P.
  Form 10-Q
  For the
    Period Ended September 30, 2007
 INDEX
  
  PagePART I: FINANCIAL INFORMATIONItem 1.


Financial Statements

3Consolidated Balance Sheets as of
    September 30, 2007 and December 31, 2006

3Consolidated Statements of Operations for the
    Three and Nine Months Ended September 30, 2007 and
    September 30, 2006

4Consolidated Statements of Comprehensive Income
    for the Three and Nine Months Ended September 30, 2007 and
    September 30, 2006

5Consolidated Statements of Cash Flows for the
    Nine Months Ended September 30, 2007 and September 30,
    2006

6Notes to Consolidated Financial Statements

7Item 2.


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

21Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk

34Item 4.


Controls and Procedures

34PART II: OTHER INFORMATIONItem 1.


Legal Proceedings

34Item 1A.


Risk Factors

34Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds

34Item 3.


Defaults Upon Senior Securities

34Item 4.


Submission of Matters to a Vote of Security
    Holders

34Item 5.


Other Information

35Item 6.


Exhibits

35SIGNATURE

36EXHIBIT INDEX

37CertificationCertificationCertification   2




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##### Table of Contents



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


December 31,2007


2006(Unaudited)(Dollars in thousands,except unit data)ASSETSAssets:Investment in Real Estate:Land

$
571,899


$
498,025Buildings and Improvements


2,244,552



2,297,988Construction in Progress


78,201



30,575Less: Accumulated Depreciation


(433,249
)


(402,497
)Net Investment in Real Estate


2,461,403



2,424,091Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $6,591 and $9,688 at September 30, 2007 and
    December 31, 2006, respectively


55,325



115,961Investments in and Advances to Other Real Estate Partnerships


404,433



371,390Cash and Cash Equivalents


2,134



15,124Restricted Cash


3,974



15,970Tenant Accounts Receivable, Net


8,499



6,571Investments in Joint Ventures


61,003



55,614Deferred Rent Receivable, Net


27,062



24,721Deferred Financing Costs, Net


16,103



15,210Deferred Leasing Intangibles, Net


80,356



75,958Prepaid Expenses and Other Assets, Net


143,585



114,756Total Assets

$
3,263,877


$
3,235,366LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage Loans Payable, Net

$
80,300


$
77,926Senior Unsecured Debt, Net


1,550,563



1,549,732Unsecured Line of Credit


302,000



207,000Accounts Payable, Accrued Expenses and Other Liabilities, Net


138,544



128,691Deferred Leasing Intangibles, Net


18,562



17,402Rents Received in Advance and Security Deposits


24,982



26,097Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $124 and $183 at September 30, 2007 and
    December 31, 2006, respectively


1,034



2,310Distributions Payable


42,415



42,548Total Liabilities


2,158,400



2,051,706Commitments and Contingencies






Partners Capital:General Partner Preferred Units (1,550 and 21,550 units
    issued and outstanding at September 30, 2007 and
    December 31, 2006, respectively) with a liquidation
    preference of $275,000 and $325,000, respectively


266,211



314,208General Partner Units (44,673,958 and 45,010,630 units
    issued and outstanding at September 30, 2007 and
    December 31, 2006, respectively)


701,921



730,493Limited Partners Units (6,491,136 and 6,558,442 units
    issued and outstanding at September 30, 2007 and
    December 31, 2006, respectively)


147,986



150,758Accumulated Other Comprehensive Loss


(10,641
)


(11,799
)Total Partners Capital


1,105,477



1,183,660Total Liabilities and Partners Capital

$
3,263,877


$
3,235,366    3




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##### Table of Contents



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


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006(Unaudited)(Dollars in thousands, except unit and per unit data)Revenues:Rental Income

$
62,414


$
52,760


$
183,560


$
152,880Tenant Recoveries and Other Income


27,157



22,980



84,215



68,752Revenues from Build to Suit Development for Sale










6,440



733Contractor Revenues


5,381







14,789



Total Revenues


94,952



75,740



289,004



222,365Expenses:Property Expenses


29,691



26,292



87,203



76,627General and Administrative


21,210



19,834



66,447



55,279Depreciation and Other Amortization


35,385



28,178



101,003



84,141Expenses from Build to Suit Development for Sale










6,131



666Contractor Expenses


5,188







14,147



Total Expenses


91,474



74,304



274,931



216,713Other Income/Expense:Interest Income


911



302



1,298



740Interest Expense


(30,196
)


(31,622
)


(89,764
)


(90,843
)Amortization of Deferred Financing Costs


(828
)


(603
)


(2,472
)


(1,824
)Mark-to-Market/Loss on Settlement of Interest Rate Protection
    Agreement






(2,942
)






(3,112
)Loss From Early Retirement of Debt


(139
)






(393
)


Total Other Income/Expense


(30,252
)


(34,865
)


(91,331
)


(95,039
)Loss from Continuing Operations Before Equity in Income of Other
    Real Estate Partnerships, Equity in Income of Joint Ventures and
    Income Tax Benefit


(26,774
)


(33,429
)


(77,258
)


(89,387
)Equity in Income of Other Real Estate Partnerships


5,275



4,507



15,169



27,345Equity in Income of Joint Ventures


6,290



4,747



23,546



12,019Income Tax Benefit


2,839



4,381



4,964



11,286Loss from Continuing Operations


(12,370
)


(19,794
)


(33,579
)


(38,737
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $58,450 and $65,369 for the Three Months Ended
    September 30, 2007 and September 30, 2006,
    respectively, and $173,249 and $158,275 for the Nine Months
    Ended September 30, 2007 and 2006, respectively)


61,197



72,407



184,631



174,695Provision for Income Taxes Allocable to Discontinued Operations
    (Including $9,894 and $19,662 for the Three Months Ended
    September 30, 2007 and September 30, 2006,
    respectively, and $31,015 and $42,171 for the Nine Months Ended
    September 30, 2007 and 2006, respectively, allocable to
    Gain on Sale of Real Estate)


(10,473
)


(21,261
)


(33,585
)


(44,811
)Income Before Gain on Sale of Real Estate


38,354



31,352



117,467



91,147Gain on Sale of Real Estate


104



2,852



2,962



6,374Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(40
)


(1,122
)


(1,145
)


(2,174
)Net Income


38,418



33,082



119,284



95,347Less: Preferred Unit Distributions


(4,857
)


(5,442
)


(16,463
)


(15,490
)Less: Preferred Unit Redemptions










(2,017
)


(672
)Net Income Available to Unitholders

$
33,561


$
27,640


$
100,804


$
79,185Basic and Diluted Earnings Per Unit:Loss from Continuing Operations

$
(0.34
)

$
(0.46
)

$
(0.99
)

$
(1.00
)Income From Discontinued Operations

$
1.00


$
1.01


$
2.97


$
2.56Net Income Available to Unitholders

$
0.66


$
0.54


$
1.98


$
1.56Weighted Average Units Outstanding


50,735



50,721



50,894



50,691Net Income Available to Unitholders Attributable to:General Partners

$
29,341


$
24,047


$
88,110


$
68,839Limited Partners


4,220



3,593



12,694



10,346Net Income Available to Unitholders

$
33,561


$
27,640


$
100,804


$
79,185    4




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##### Table of Contents



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


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006(Unaudited)(Dollars in thousands)Net Income

$
38,418


$
33,082


$
119,284


$
95,347Settlement of Interest Rate Protection Agreements










(4,261
)


(1,729
)Mark-to-Market of Interest Rate Protection Agreements


(329
)


(7,702
)


3,886



(2,913
)Amortization of Interest Rate Protection Agreements


(189
)


(218
)


(728
)


(668
)Foreign Currency Translation Adjustment, Net of Tax Provision


2,261







2,261



Comprehensive Income

$
40,161


$
25,162


$
120,442


$
90,037    5




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2007


2006(Unaudited)(Dollars in thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net Income

$
119,284


$
95,347Adjustments to Reconcile Net Income to Net Cash Provided by
    Operating Activities:Depreciation


79,526



80,219Amortization of Deferred Financing Costs


2,472



1,824Other Amortization


35,884



24,836Provision for Bad Debt


2,285



1,553Equity in Income of Joint Ventures


(23,546
)


(12,019
)Distributions from Joint Ventures


25,078



12,803Gain on Sale of Real Estate


(176,211
)


(164,649
)Loss on Early Retirement of Debt


393



Mark to Market of Interest Rate Protection Agreement






(16
)Equity in Income of Other Real Estate Partnerships


(15,169
)


(27,345
)Distributions from Investment in Other Real Estate Partnerships


15,169



27,345Decrease in Developments and Build to Suit for Sale Costs


4,106



16,241Decrease in Tenant Accounts Receivable and Prepaid Expenses
    and Other Assets, Net


(11,073
)


(14,328
)Increase in Deferred Rent Receivable


(7,199
)


(6,906
)Increase in Accounts Payable and Accrued Expenses and Rents
    Received in Advance and Security Deposits


6,427



14,943Decrease in Restricted Cash


(323
)


Net Cash Provided by Operating Activities


57,103



49,848CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(485,586
)


(590,155
)Net Proceeds from Sales of Investments in Real Estate


583,417



687,183Investments in and Advances to Other Real Estate Partnerships


(61,656
)


(33,338
)Distributions from Other Real Estate Partnerships in Excess
    of Equity in Income


28,607



44,107Contributions to and Investments in Joint Ventures


(23,804
)


(24,424
)Distributions from Joint Ventures


15,673



10,877Funding of Notes Receivable


(8,385
)


Repayment of Notes Receivable


23,935



11,200Funding of Restricted Cash


12,337



(5,589
)Net Cash Provided by Investing Activities


84,538



99,861CASH FLOWS FROM FINANCING ACTIVITIES:Net Proceeds from the Issuance of Preferred Units






192,897Unit Contributions


567



1,542Unit Distributions


(110,334
)


(107,804
)Purchase of General Partner Units


(29,406
)


Preferred Unit Distributions


(16,310
)


(12,574
)Redemption of Preferred Units


(50,014
)


(182,156
)Repurchase of Restricted Units


(3,922
)


(2,660
)Net Proceeds from Senior Unsecured Debt


149,595



374,306Repayments of Senior Unsecured Debt


(150,000
)


Other Costs of Senior Unsecured Debt


(4,261
)


(7,539
)Repayments on Mortgage Loans Payable


(34,904
)


(9,618
)Debt Issuance Costs and Costs Incurred in Connection with the
    Retirement of Debt


(3,758
)


(5,449
)Proceeds from Unsecured Line of Credit


677,000



488,500Repayments on Unsecured Line of Credit


(582,000
)


(882,000
)Cash Book Overdraft.


3,116



4,688Net Cash Used in Financing Activities


(154,631
)


(147,867
)Net (Decrease) Increase in Cash and Cash Equivalents


(12,990
)


1,842Cash and Cash Equivalents, Beginning of Period


15,124



6,811Cash and Cash Equivalents, End of Period

$
2,134


$
8,653    6




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands, except per Unit data)
    (Unaudited)
  1.
    Organization
    and Formation of Partnership              2.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K)
 7




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-K
      Deferred
    Leasing Intangibles
    September 30,


December 31,2007


2006In-Place Leases

$
79,624


$
73,341Less: Accumulated Amortization


(19,368
)


(13,832
)$
60,256


$
59,509Above Market Leases

$
4,852


$
5,049Less: Accumulated Amortization


(1,804
)


(1,680
)$
3,048


$
3,369Tenant Relationships

$
19,286


$
14,080Less: Accumulated Amortization


(2,234
)


(1,000
)$
17,052


$
13,080     September 30,


December 31,2007


2006Below Market Leases

$
25,610


$
22,873Less: Accumulated Amortization


(7,048
)


(5,471
)$
18,562


$
17,402    8




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Build
    to Suit Development for Sale and General Contractor Revenues and
    Expenses
      Foreign
    Currency Transactions and Translation
    Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income
    Taxes ,
  Fair Value Measurements
 9




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  The Fair Value Option for Financial Assets and
    Financial Liabilities
  3.
    Investments
    in and Advances to Other Real Estate Partnerships        September 30,


December 31,2007


2006ASSETSAssets:Investment in Real Estate, Net

$
367,802


$
330,223Other Assets, Net


52,116



59,363Total Assets

$
419,918


$
389,586LIABILITIES AND PARTNERS CAPITALLiabilities:Other Liabilities

$
12,115


$
15,024Partners Capital


407,803



374,562Total Liabilities and Partners Capital

$
419,918


$
389,586  10




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##### Table of Contents



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


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006Total Revenues, Including Interest Income

$
14,071


$
12,343


$
41,519


$
36,890Property Expenses


(4,021
)


(3,389
)


(12,302
)


(10,608
)Interest Expense














(11
)Amortization of Deferred Financing Costs














(2
)Depreciation and Other Amortization


(5,954
)


(4,527
)


(16,867
)


(13,273
)Income Tax Provision










(9
)


Income from Continuing Operations


4,096



4,427



12,341



12,996Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $1,187 and $0 for the Three Months Ended
    September 30, 2007 and 2006, respectively, and $1,187 and
    $13,115 for the Nine Months Ended September 30, 2007 and
    2006, respectively)


1,231



113



1,416



14,603Gain on Sale of Real Estate










1,545



Net Income

$
5,327


$
4,540


$
15,302


$
27,599   4.
    Investments
    in Joint Ventures and Management Services           11




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        For the NineMonths EndedSeptember 30,


September 30,2007


2006Contributions

$
21,936


$
21,477Distributions

$
40,751


$
23,680Fees

$
20,569


$
16,242  12




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##### Table of Contents



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


Interest

InterestBalance at


Rate at

Rate atSeptember 30,


December 31,


September 30,

Issuance/2007


2006


2007

Assumption

Maturity DateMortgage Loans Payable, Net

$
80,300


$
77,926


5.35%-9.25%

4.58%-9.25%


December 2007-
    September 2024Unamortized Premiums


(2,377
)


(2,919
)Mortgage Loans Payable, Gross

$
77,923


$
75,007Senior Unsecured Notes, Net2007 Notes

$



$
149,998


N/A

N/A


05/15/072016 Notes


199,425



199,372


5.750%

5.91%


01/15/162017 Notes


99,902



99,895


7.500%

7.52%


12/01/172027 Notes


15,056



15,055


7.150%

7.11%


05/15/272028 Notes


199,836



199,831


7.600%

8.13%


07/15/282011 Notes


199,792



199,746


7.375%

7.39%


03/15/112012 Notes


199,373



199,270


6.875%

6.85%


04/15/122032 Notes


49,452



49,435


7.750%

7.87%


04/15/322009 Notes


124,926



124,893


5.250%

4.10%


06/15/092014 Notes


113,191



112,237


6.420%

6.54%


06/01/142011 Exchangeable Notes


200,000



200,000


4.625%

4.63%


09/15/112017 II Notes


149,610






5.950%

6.37%


05/15/17Subtotal

$
1,550,563


$
1,549,732Unamortized Discounts


14,507



15,338Senior Unsecured Notes, Gross

$
1,565,070


$
1,565,070Unsecured Line of Credit

$
302,000


$
207,000


7.858%

7.858%


09/28/12    13




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          AmountRemainder of 2007

$
6,5692008


3,1112009


132,9592010


15,4532011


407,269Thereafter


1,379,632Total

$
1,944,993   Other
    Comprehensive Income
   14




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          6.
    Partners
    Capital  lock-up
  Unit
    Contributions
     15




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Purchase
    of Units
    Preferred
    Units
  5 8 5 8
  Distributions
    Nine Months EndedSeptember 30, 2007Distribution


Totalper Unit


DistributionOperating Partnership Units

$
2.13


$
110,047Series C Preferred Units

$
94.64


$
1,893Series F Preferred Units

$
4,677.00


$
2,339Series G Preferred Units

$
5,427.00


$
1,357Series J Preferred Units

$
13,593.90


$
8,155Series K Preferred Units

$
13,593.90


$
2,719   7.
    Acquisition
    of Real Estate   16




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations  Accounting for
    the Impairment or Disposal of Long-Lived Assets,
        Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006Total Revenues

$
6,001


$
18,889


$
28,301


$
53,010Property Expenses


(2,054
)


(5,214
)


(9,247
)


(16,808
)Depreciation and Amortization


(1,200
)


(6,637
)


(7,672
)


(19,782
)Provision for Income Taxes Allocable to Operations


(579
)


(1,599
)


(2,570
)


(2,640
)Gain on Sale of Real Estate


58,450



65,369



173,249



158,275Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(9,894
)


(19,662
)


(31,015
)


(42,171
)Income from Discontinued Operations

$
50,724


$
51,146


$
151,046


$
129,884    17




---



##### Table of Contents



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


Nine MonthsEnded


EndedSeptember 30,


September 30,2007


2006Interest paid, net of capitalized interest

$
91,166


$
80,664Capitalized interest

$
5,846


$
4,225Supplemental schedule of non-cash investing and financing
    activities:Distribution payable on units

$
36,326


$
36,053Distribution payable on preferred units

$
6,089


$
6,674Exchange of limited partnership units for general partnership
    units:Limited partnership units

$
(1,594
)

$
(2,041
)General partnership units


1,594



2,041$



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

$
(5,765
)

$
(1,181
)Issuance of Limited Partnership Units

$



$
(1,288
)Mortgage Debt

$
(38,590
)

$
(7,765
)Write-off of fully depreciated assets

$
26,183


$
18,112In conjunction with certain property sales, the Operating
    Partnership provided seller financing or assigned a mortgage
    loan payable:Notes Receivable

$
42,172


$
11,200Mortgage Note Payable

$
769


$
  18




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##### Table of Contents



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


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006Numerator:Loss from Continuing Operations

$
(12,370
)

$
(19,794
)

$
(33,579
)

$
(38,737
)Gain on Sale of Real Estate, Net of Income Taxes


64



1,730



1,817



4,200Less: Preferred Distributions


(4,857
)


(5,442
)


(16,463
)


(15,490
)Less: Redemption of Preferred Units










(2,017
)


(672
)Loss from Continuing Operations Available to Unitholders, Net of
    Income Taxes  For Basic and Diluted EPU


(17,163
)


(23,506
)


(50,242
)


(50,699
)Discontinued Operations, Net of Income Taxes


50,724



51,146



151,046



129,884Net Income Available to Unitholders

$
33,561


$
27,640


$
100,804


$
79,185Denominator:Weighted Average Units  Basic and Diluted


50,735,190



50,721,347



50,894,301



50,690,743Basic and Diluted EPU:Loss from Continuing Operations Available to Unitholders, Net of
    Income Taxes

$
(0.34
)

$
(0.46
)

$
(0.99
)

$
(1.00
)Discontinued Operations, Net of Income Taxes

$
1.00


$
1.01


$
2.97


$
2.56Net Income Available to Unitholders

$
0.66


$
0.54


$
1.98


$
1.56          19




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Stock
    Based Compensation      WeightedAverage


Exercise


AggregateExercise


Price


IntrinsicShares


Price


per Share


ValueOutstanding at December 31, 2006


381,976


$
31.65


$
25.13-$33.15


$
5,823Exercised


(19,600
)

$
31.27


$
30.38-$33.13


$
230Outstanding at September 30, 2007


362,376


$
31.67


$
25.13-$33.15


$
4,187     Number

Weighted

WeightedOutstanding

Average

Averageand

Remaining

ExerciseRange of Exercise Price

Exercisable

Contractual Life

Price$25.13-$30.53


103,676



3.57


$
29.82$31.05-$33.15


258,700



2.68


$
32.40   12.
    Commitments
    and Contingencies        13.
    Related
    Party Transactions    14.
    Subsequent
    Events     20




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##### Table of Contents



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




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##### Table of Contents



MANAGEMENTS
    OVERVIEW
       22




---



##### Table of Contents



and/or
     23




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Nine Months Ended September 30, 2007 to Nine Months
    Ended September 30, 2006
          Nine Months


Nine MonthsEnded


EndedSeptember 30, 2007


September 30, 2006


$ Change


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

$
204,867


$
193,163


$
11,704



6.1
%Acquired Properties


35,299



8,152



27,147



333.0
%Sold Properties


23,082



48,972



(25,890
)


(52.9
)%(Re)Developments and Land, Not Included Above


3,008



2,262



746



33.0
%Other


29,820



22,093



7,727



35.0
%$
296,076


$
274,642


$
21,434



7.8
%Discontinued Operations


(28,301
)


(53,010
)


24,709



(46.6
)%Subtotal Revenues

$
267,775


$
221,632


$
46,143



20.8
%Revenues from Build to Suit Developments for Sale


6,440



733



5,707



778.6
%Contractor Revenues


14,789







14,789



Total Revenues

$
289,004


$
222,365


$
66,639



30.0
%  24




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2007


September 30, 2006


$ Change


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

$
65,494


$
63,215


$
2,279



3.6
%Acquired Properties


8,594



1,913



6,681



349.2
%Sold Properties


7,307



14,529



(7,222
)


(49.7
)%(Re) Developments and Land, Not Included Above


2,228



2,116



112



5.3
%Other


12,827



11,662



1,165



10.0
%$
96,450


$
93,435


$
3,015



3.2
%Discontinued Operations


(9,247
)


(16,808
)


7,561



(45.0
)%Subtotal Property Expenses

$
87,203


$
76,627


$
10,576



13.8
%Expenses from Build to Suit Development for Sale


6,131



666



5,465



820.6
%Contractor Expenses


14,147







14,147



Total Property Expenses

$
107,481


$
77,293


$
30,188



39.1
%       25




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2007


September 30, 2006


$ Change


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

$
74,361


$
73,335


$
1,026



1.4
%Acquired Properties


25,216



6,847



18,369



268.3
%Sold Properties


6,015



16,585



(10,570
)


(63.7
)%(Re) Developments and Land, Not Included Above


1,682



5,815



(4,133
)


(71.1
)%Corporate Furniture, Fixtures and Equipment


1,401



1,341



60



4.5
%$
108,675


$
103,923


$
4,752



4.6
%Discontinued Operations


(7,672
)


(19,782
)


12,110



(61.2
)%Total Depreciation and Other Amortization

$
101,003


$
84,141


$
16,862



20.0
%           Accounting for Derivative Instruments and
    Hedging Activities
   26




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2007


September 30, 2006($ in 000s)Total Revenues

$
28,301


$
53,010Property Expenses


(9,247
)


(16,808
)Depreciation and Amortization


(7,672
)


(19,782
)Provision for Income Taxes Allocable to Operations


(2,570
)


(2,640
)Gain on Sale of Real Estate


173,249



158,275Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(31,015
)


(42,171
)Income from Discontinued Operations

$
151,046


$
129,884      27




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##### Table of Contents



Comparison
    of Three Months Ended September 30, 2007 to Three Months
    Ended September 30, 2006
          Three Months


Three MonthsEnded


EndedSeptember 30, 2007


September 30, 2006


$ Change


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

$
68,745


$
65,131


$
3,614



5.5
%Acquired Properties


12,732



4,450



8,282



186.1
%Sold Properties


4,123



17,063



(12,940
)


(75.8
)%(Re)Developments and Land, Not Included Above


1,142



948



194



20.5
%Other


8,830



7,037



1,793



25.5
%95,572



94,629



943



1.0
%Discontinued Operations


(6,001
)


(18,889
)


12,888



(68.2
)%Subtotal Revenues


89,571



75,740



13,831



18.3
%Contractor Revenues


5,381







5,381



Total Revenues

$
94,952


$
75,740


$
19,212



25.4
%    28




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2007


September 30, 2006


$ Change


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

$
22,068


$
21,375


$
693



3.2
%Acquired Properties


3,531



1,053



2,478



235.3
%Sold Properties


1,532



4,634



(3,102
)


(66.9
)%(Re) Developments and Land, Not Included Above


716



351



365



104.0
%Other


3,898



4,093



(195
)


(4.8
)%31,745



31,506



239



0.8
%Discontinued Operations


(2,054
)


(5,214
)


3,160



(60.6
)%Subtotal Property Expenses


29,691



26,292



3,399



12.9
%Contractor Expenses


5,188







5,188



Total Property Expenses

$
34,879


$
26,292


$
8,587



32.7
%       Three Months


Three MonthsEnded


EndedSeptember 30, 2007


September 30, 2006


$ Change


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

$
24,655


$
24,713


$
(58
)


(0.2
)%Acquired Properties


10,191



3,402



6,789



199.6
%Sold Properties


641



5,570



(4,929
)


(88.5
)%(Re) Developments and Land, Not Included Above


659



653



6



0.9
%Corporate Furniture, Fixtures and Equipment


439



477



(38
)


(8.0
)%$
36,585


$
34,815


$
1,770



5.1
%Discontinued Operations


(1,200
)


(6,637
)


5,437



(81.9
)%Total Depreciation and Other Amortization

$
35,385


$
28,178


$
7,207



25.6
%    29




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##### Table of Contents



30




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2007


September 30, 2006($ in 000s)Total Revenues

$
6,001


$
18,889Property Expenses


(2,054
)


(5,214
)Depreciation and Amortization


(1,200
)


(6,637
)Provision for Income Taxes Allocable to Operations


(579
)


(1,599
)Gain on Sale of Real Estate


58,450



65,369Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(9,894
)


(19,662
)Income from Discontinued Operations

$
50,724


$
51,146       LIQUIDITY
    AND CAPITAL RESOURCES
         31




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##### Table of Contents



Nine
    Months Ended September 30, 2007
                 32




---



##### Table of Contents



Market
    Risk
                Recent
    Accounting Pronouncements
    Subsequent
    Events
      Other
   33




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)) Rules 13a-15(b) 15d-15(b),
    PART II.
    OTHER INFORMATION
  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders   34




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##### Table of Contents



Item 5.
    Other
    Information  Item 6.
    Exhibits  Exhibits:
  ExhibitNumber

Description10
.1***

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

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

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

Certification of the Principal Executive Officer and the
    Principal Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes  Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith***
    
    Previously filed  Form 10-Q. Form 10-K, Form 10-Q, Form 8-K,
      35




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##### Table of Contents



SIGNATURE
    
      By:
    /s/  Scott
    A. Musil       36




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description10
.1***

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

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

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

Certification of the Principal Executive Officer and the
    Principal Financial Officer pursuant to 18 U.S.C. Section
    1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith***
    
    Previously filed 37