##### 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, 2006o

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

36-3924586(State or Other Jurisdiction
    of

(I.R.S. EmployerIncorporation or
    Organization)

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




---



##### 



FIRST
    INDUSTRIAL, L.P.
  Form 10-Q
  For the
    Period Ended September 30, 2006
  INDEX
  
  PagePART I:
    FINANCIAL INFORMATIONItem 1.


Financial
    Statements


3Consolidated
    Balance Sheets as of September 30, 2006 and
    December 31, 2005


3Consolidated
    Statements of Operations for the Three and Nine Months Ended
    September 30, 2006 and September 30, 2005


4Consolidated
    Statements of Comprehensive Income for the Three and Nine Months
    Ended September 30, 2006 and September 30,
    2005


5Consolidated
    Statements of Cash Flows for the Nine Months Ended
    September 30, 2006, and September 30, 2005


6Notes to
    Consolidated Financial Statements


7Item 2.


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


25Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


40Item 4.


Controls and
    Procedures


40PART II:
    OTHER INFORMATIONItem 1.


Legal
    Proceedings


41Item 1A.


Risk
    Factors


41Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


42Item 3.


Defaults Upon
    Senior Securities


42Item 4.


Submission of
    Matters to a Vote of Security Holders


42Item 5.


Other
    Information


42Item 6.


Exhibits


42SIGNATURE


44EXHIBIT
    INDEX


45Certification of Principal Executive OfficerCertification of Principal Financial OfficerCertifications of Principal Executive Officer and Principal Financial Officer   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 31,2006


2005(Unaudited)(Dollars in thousands, except unit data)ASSETSAssets:Investment in Real Estate:Land

$
501,561


$
490,359Buildings and Improvements


2,346,494



2,340,504Construction in Progress


20,418



66,074Less: Accumulated Depreciation


(398,048
)


(355,755
)Net Investment in Real Estate


2,470,425



2,541,182Real Estate Held for Sale, Net of
    Accumulated Depreciation and Amortization of $2,178 and $1,622
    at September 30, 2006 and December 31, 2005,
    respectively


38,557



16,840Investments in and Advances to
    Other Real Estate Partnerships


368,095



378,864Cash and Cash Equivalents


8,653



6,811Restricted Cash


20,534



14,945Tenant Accounts Receivable, Net


6,735



7,627Investments in Joint Ventures


56,444



44,330Deferred Rent Receivable, Net


24,181



21,520Deferred Financing Costs, Net


15,249



10,907Deferred Leasing Intangibles, Net


80,732



70,879Prepaid Expenses and Other Assets,
    Net


105,177



116,560Total Assets

$
3,194,782


$
3,230,465LIABILITIES AND PARTNERS
    CAPITALLiabilities:Mortgage Loans Payable, Net

$
52,535


$
54,929Senior Unsecured Debt, Net


1,674,340



1,298,893Unsecured Lines of Credit


64,000



457,500Accounts Payable and Accrued
    Expenses


124,423



116,249Deferred Leasing Intangibles, Net


18,886



22,169Rents Received in Advance and
    Security Deposits


25,428



27,578Leasing Intangibles Held for Sale,
    Net of Accumulated Amortization of $19 at September 30, 2006


133



Distributions Payable


42,727



39,509Total Liabilities


2,002,472



2,016,827Commitments and Contingencies






Partners Capital:General Partner Preferred Units
    (21,550 and 21,500 units issued and outstanding at
    September 30, 2006 and December 31, 2005,
    respectively) with a liquidation preference of $325,000 and
    $312,500, respectively


314,208



303,068General Partner Units (44,818,013
    and 44,444,710 units issued and outstanding at
    September 30, 2006 and December 31, 2005, respectively)


734,422



773,921Unamortized Value of General
    Partnership Restricted Units






(16,825
)Limited Partners Units
    (6,688,013 and 6,740,742 units issued and outstanding at
    September 30, 2006 and December 31, 2005, respectively)


155,348



159,832Accumulated Other Comprehensive Loss


(11,668
)


(6,358
)Total Partners Capital


1,192,310



1,213,638Total Liabilities and
    Partners Capital

$
3,194,782


$
3,230,465    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 30,2006


2005


2006


2005(Unaudited)(Dollars in thousands, except unit and per unit data)Revenues:Rental Income

$
64,745


$
50,543


$
182,007


$
146,402Tenant Recoveries and Other Income


25,854



19,910



76,267



56,294Revenues from Build to Suit
    Development for Sale






10,694



733



10,694Total Revenues


90,599



81,147



259,007



213,390Expenses:Property Expenses


30,617



25,221



88,413



71,373General and Administrative


19,834



15,219



55,279



38,176Depreciation and Other Amortization


33,744



26,010



97,896



69,047Expenses from Build to Suit
    Development for Sale






10,455



666



10,455Total Expenses


84,195



76,905



242,254



189,051Other Income/Expense:Interest Income


302



188



740



905Interest Expense


(31,622
)


(27,368
)


(90,843
)


(78,974
)Amortization of Deferred Financing
    Costs


(603
)


(540
)


(1,824
)


(1,557
)Mark-to-Market/(Loss)
    Gain on Settlement of Interest Rate Protection Agreements


(2,942
)


1,212



(3,112
)


749Gain from Early Retirement of Debt,
    Net






82







82Total Other Income/Expense


(34,865
)


(26,426
)


(95,039
)


(78,795
)Loss from Continuing Operations
    Before Equity in Income of Other Real Estate Partnerships,
    Equity in Income of Joint Ventures and Income Tax Benefit


(28,461
)


(22,184
)


(78,286
)


(54,456
)Equity in Income of Other Real
    Estate Partnerships


4,507



20,490



27,345



37,019Equity in Income of Joint Ventures


4,747



3,977



12,019



3,757Income Tax Benefit


3,465



3,245



9,779



8,014(Loss) Income from Continuing
    Operations


(15,742
)


5,528



(29,143
)


(5,666
)Income from Discontinued Operations
    (Including Gain on Sale of Real Estate of $65,369 and $22,952
    for the Three Months ended September 30, 2006 and 2005,
    respectively, $158,275 and $63,087 for the Nine Months ended
    September 30, 2006 and 2005, respectively)


67,439



26,547



163,594



73,462Provision for Income Taxes
    Allocable to Discontinued Operations (Including $19,427 and
    $5,943 for the Three Months Ended September 30, 2006 and
    2005, respectively and $41,340 and $11,349 for the Nine Months
    Ended September 30, 2006 and 2005, respectively allocable
    to Gain on Sale of Real Estate)


(20,143
)


(6,957
)


(43,298
)


(14,070
)Income Before Gain on Sale of Real
    Estate


31,554



25,118



91,153



53,726Gain on Sale of Real Estate


2,852



2,614



6,374



26,469Provision for Income Taxes
    Allocable to Gain on Sale of Real Estate


(1,324
)


(949
)


(2,180
)


(9,933
)Net Income


33,082



26,783



95,347



70,262Less: Preferred Unit Distributions


(5,442
)


(2,310
)


(15,490
)


(6,930
)Less: Preferred Unit Redemptions










(672
)


Net Income Available to Unitholders

$
27,640


$
24,473


$
79,185


$
63,332Basic Earnings Per Unit:Loss from Continuing Operations

$
(0.39
)

$
0.10


$
(0.81
)

$
0.08Income From Discontinued Operations

$
0.93


$
0.40


$
2.37


$
1.22Net Income Available to Unitholders

$
0.54


$
0.50


$
1.56


$
1.30Weighted Average Units Outstanding


50,721



49,042



50,691



48,811Diluted Earnings Per Unit:Loss from Continuing Operations

$
(0.39
)

$
0.10


$
(0.81
)

$
0.08Income From Discontinued Operations

$
0.93


$
0.40


$
2.37


$
1.21Net Income Available to Unitholders

$
0.54


$
0.50


$
1.56


$
1.29Weighted Average Units Outstanding


50,721



49,248



50,691



49,052Net Income Available to Unitholders
    Attributable to:General Partners

$
24,047


$
21,244


$
68,839


$
55,012Limited Partners


3,593



3,229



10,346



8,320Net Income Available to Unitholders

$
27,640


$
24,473


$
79,185


$
63,332    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 30,2006


2005


2006


2005(Unaudited)(Dollars in thousands, except unit and per unit data)Net Income

$
33,082


$
26,783


$
95,347


$
70,262Other Comprehensive Income (Loss):Reclassification of Settlement of
    Interest Rate Protection Agreements from Other Comprehensive
    Income






(159
)






(159
)Mark-to-Market
    of Interest Rate Protection Agreements


(7,702
)






(2,913
)


Settlement of Interest Rate
    Protection Agreements










(1,729
)


Amortization of Interest Rate
    Protection Agreements


(218
)


(270
)


(668
)


(817
)Comprehensive Income

$
25,162


$
26,354


$
90,037


$
69,286    5




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.




CONSOLIDATED
    STATEMENTS OF CASH FLOWS




|                                                                                                              |  |                        |          |   |               |   |          |  
|------------------------------------------------------------------------------------------------------------- |  | ---------------------- | -------- | - | ------------- | - | -------- | -
|                                                                                                              |  | Nine Months            |          |   | Nine Months   |  
|                                                                                                              |  | Ended                  |          |   | Ended         |  
|                                                                                                              |  | September 30,          |          |   | September 30, |  
|                                                                                                              |  | 2006                   |          |   | 2005          |  
|                                                                                                              |  | (Unaudited)            |         
|                                                                                                              |  | (Dollars in thousands) |         
|                                                                                                             
|CASH FLOWS FROM OPERATING
    ACTIVITIES:                                                                     |  |                        |          |   |               |   |          |  
|Net Income                                                                                                    |  | $                      | 95,347   |   |               | $ | 70,262   |  
|Adjustments to Reconcile Net Income
    to Net Cash Provided by Operating Activities:                         |  |                        |          |   |               |   |          |  
|Depreciation                                                                                                  |  |                        | 80,219   |   |               |   | 61,873   |  
|Amortization of Deferred Financing
    Costs                                                                  |  |                        | 1,824    |   |               |   | 1,557    |  
|Other Amortization                                                                                            |  |                        | 24,836   |   |               |   | 22,564   |  
|Provision for Bad Debt                                                                                        |  |                        | 1,553    |   |               |   | 1,302    |  
|Equity in Income of Joint Ventures                                                                            |  |                        | (12,019  | ) |               |   | (3,757   | )
|Distributions from Joint Ventures                                                                             |  |                        | 12,803   |   |               |   | 590      |  
|Gain on Sale of Real Estate                                                                                   |  |                        | (164,649 | ) |               |   | (89,556  | )
|Mark to Market of Interest Rate
    Protection Agreement                                                      |  |                        | (16      | ) |               |   | (749     | )
|Gain on Early Retirement of Debt                                                                              |  |                        |         |   |               |   | (82      | )
|Equity in Income of Other Real
    Estate Partnerships                                                        |  |                        | (27,345  | ) |               |   | (37,019  | )
|Distributions from Investment in
    Other Real Estate Partnerships                                           |  |                        | 27,345   |   |               |   | 37,019   |  
|Decrease (Increase) in Build to
    Suit Development for Sale Costs Receivable                                |  |                        | 16,241   |   |               |   | (10,694  | )
|Increase in Tenant Accounts
    Receivable and Prepaid Expenses and Other Assets, Net                         |  |                        | (14,328  | ) |               |   | (17,467  | )
|Increase in Deferred Rent Receivable                                                                          |  |                        | (6,906   | ) |               |   | (4,777   | )
|Decrease in Accounts Payable and
    Accrued Expenses and Rents Received in Advance and Security
    Deposits |  |                        | 14,943   |   |               |   | 23,887   |  
|                                                                                                              |  |                        |          |   |               |   |          |  
|Net Cash Provided by Operating
    Activities                                                                 |  |                        | 49,848   |   |               |   | 54,953   |  
|                                                                                                              |  |                        |          |   |               |   |          |  
|CASH FLOWS FROM INVESTING
    ACTIVITIES:                                                                     |  |                        |          |   |               |   |          |  
|Purchases of and Additions to
    Investment in Real Estate                                                   |  |                        | (590,155 | ) |               |   | (466,858 | )
|Net Proceeds from Sales of
    Investments in Real Estate                                                     |  |                        | 687,183  |   |               |   | 330,336  |  
|Investments in and Advances to
    Other Real Estate Partnerships                                             |  |                        | (33,338  | ) |               |   | (81,161  | )
|Distributions from Other Real
    Estate Partnerships in Excess of Equity in Income                           |  |                        | 44,107   |   |               |   | 66,166   |  
|Contributions to and Investments in
    Joint Ventures                                                        |  |                        | (24,424  | ) |               |   | (41,473  | )
|Distributions from Joint Ventures                                                                             |  |                        | 10,877   |   |               |   | 597      |  
|Repayment of Mortgage Loans
    Receivable                                                                    |  |                        | 11,200   |   |               |   | 32,050   |  
|Increase in Restricted Cash                                                                                   |  |                        | (5,589   | ) |               |   | (3,261   | )
|                                                                                                              |  |                        |          |   |               |   |          |  
|Net Cash Provided by (Used in)
    Investing Activities                                                       |  |                        | 99,861   |   |               |   | (163,604 | )
|                                                                                                              |  |                        |          |   |               |   |          |  
|CASH FLOWS FROM FINANCING
    ACTIVITIES:                                                                     |  |                        |          |   |               |   |          |  
|Unit Contributions                                                                                            |  |                        | 1,542    |   |               |   | 6,664    |  
|Unit Distributions                                                                                            |  |                        | (107,804 | ) |               |   | (103,079 | )
|Net Proceeds from the Issuance of
    Preferred Units                                                         |  |                        | 192,897  |   |               |   |         |  
|Redemption of Preferred Units                                                                                 |  |                        | (182,156 | ) |               |   |         |  
|Repurchase of Restricted Units                                                                                |  |                        | (2,660   | ) |               |   | (3,269   | )
|Preferred Unit Distributions                                                                                  |  |                        | (12,574  | ) |               |   | (8,162   | )
|Repayments on Mortgage Loans Payable                                                                          |  |                        | (9,618   | ) |               |   | (1,394   | )
|Net Proceeds from Senior Unsecured
    Debt                                                                   |  |                        | 374,306  |   |               |   |         |  
|Other Costs of Senior Unsecured Debt                                                                          |  |                        | (7,539   | ) |               |   |         |  
|Proceeds on Mortgage Loans Payable                                                                            |  |                        |         |   |               |   | 1,167    |  
|Proceeds from Unsecured Lines of
    Credit                                                                   |  |                        | 488,500  |   |               |   | 376,500  |  
|Repayments on Unsecured Lines of
    Credit                                                                   |  |                        | (882,000 | ) |               |   | (163,500 | )
|Cash Book Overdraft.                                                                                          |  |                        | 4,688    |   |               |   | 2,442    |  
|Debt Issuance Costs                                                                                           |  |                        | (5,449   | ) |               |   | (1,787   | )
|                                                                                                              |  |                        |          |   |               |   |          |  
|Net Cash (Used in) Provided by
    Financing Activities                                                       |  |                        | (147,867 | ) |               |   | 105,582  |  
|                                                                                                              |  |                        |          |   |               |   |          |  
|Net Increase (Decrease) in Cash and
    Cash Equivalents                                                      |  |                        | 1,842    |   |               |   | (3,069   | )
|Cash and Cash Equivalents,
    Beginning of Period                                                            |  |                        | 6,811    |   |               |   | 3,069    |  
|                                                                                                              |  |                        |          |   |               |   |          |  
|Cash and Cash Equivalents, End of
    Period                                                                  |  | $                      | 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                 7




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  2.
    Summary
    of Significant Accounting Policies  Form 10-K, Form 8-K Form 10-K
      Stock
    Incentive Plans:
     8




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    Three and NineMonths EndedSeptember 30, 2005Net Income Available to
    Unitholders  as reported

$
24,473


$
63,332Less: Total Stock-Based Employee
    Compensation Expense Determined Under the Fair Value Method


(18
)


(83
)Net Income Available to
    Unitholders  pro forma

$
24,455


$
63,249Net Income Available to
    Unitholders per Share  as reported  Basic

$
0.50


$
1.30Net Income Available to
    Unitholders per Share  pro forma  Basic

$
0.50


$
1.30Net Income Available to
    Unitholders per Share  as reported  Diluted

$
0.50


$
1.29Net Income Available to
    Unitholders per Share  pro forma  Diluted

$
0.50


$
1.29   Deferred
    Leasing Intangibles
    September 30,


December 31,2006


2005In-Place Leases

$
76,089


$
71,818Less: Accumulated Amortization


(11,975
)


(5,829
)$
64,114


$
65,989Above Market Leases

$
6,909


$
6,524Less: Accumulated Amortization


(1,896
)


(1,634
)$
5,013


$
4,890Tenant Relationship

$
12,256


$
Less: Accumulated Amortization


(651
)


$
11,605


$
     September 30,


December 31,2006


2005Below Market Leases

$
24,165


$
25,058Less: Accumulated Amortization


(5,146
)


(2,889
)$
19,019


$
22,169    9




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##### Table of Contents





FIRST
    INDUSTRIAL, L.P.




NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)












|                  |  |   |        | 
|----------------- |  | - | ------ | 
|Remainder of 2006 |  | $ | 4,360  | 
|2007              |  |   | 15,471 | 
|2008              |  |   | 13,730 | 
|2009              |  |   | 12,226 | 
|2010              |  |   | 10,513 | 
|                  |  |   |        | 





Recent
    Accounting Pronouncements




Accounting
    for Certain Hybrid Financial Instruments




























Accounting for Servicing of Financial Assets ,


10



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##### Table of Contents





FIRST
    INDUSTRIAL, L.P.




NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)












Fair Value Measurements




Employers Accounting for Defined Benefit Pension
    and Other Postretirement Plans




Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in the Current
    Year Financial Statements




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





11



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##### Table of Contents



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


December 31,2006


2005ASSETSAssets:Investment in Real Estate, Net

$
328,502


$
309,013Other Assets, Net


58,172



87,866Total Assets

$
386,674


$
396,879LIABILITIES AND PARTNERS
    CAPITALLiabilities:Mortgage Loans Payable

$



$
2,380Other Liabilities


15,655



12,492Total Liabilities


15,655



14,872Partners Capital


371,019



382,007Total Liabilities and
    Partners Capital

$
386,674


$
396,879     Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005Total Revenues, Including Interest
    Income

$
12,601


$
10,209


$
37,672


$
28,731Property Expenses


(3,470
)


(3,013
)


(10,871
)


(9,652
)Interest Expense






(43
)


(11
)


(130
)Amortization of Deferred Financing
    Costs






(1
)


(2
)


(2
)Depreciation and Other Amortization


(4,592
)


(3,292
)


(13,462
)


(8,926
)Income from Continuing Operations


4,539



3,860



13,326



10,021Income from Discontinued
    Operations (Including (Loss) Gain on Sale of Real Estate of $(1)
    and $15,600 for the Three Months Ended September 30, 2006
    and 2005, respectively, and $13,115 and $22,647 for the Nine
    Months Ended September 30, 2006 and 2005, respectively)


4



16,722



14,275



26,362Gain on Sale of Real Estate














864Net Income

$
4,543


$
20,582


$
27,601


$
37,247  12




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  4.
    Investments
    in Joint Ventures        For the NineMonths EndedSeptember 30,


September 30,2006


2005Contributions

$
21,477


$
40,099Distributions

$
23,680


$
1,187Fees

$
16,242


$
5,054   5.
    Mortgage
    Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
    Line of Credit       13




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
            over-the-counter
 14




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  Over-Allotment
    Outstanding


Accrued Interest


InterestBalance at


Payable at


Rate atSeptember 30,


December 31,


September 30,


December 31,


September 30,


Maturity2006


2005


2006


2005


2006


DateMortgage Loans Payable,
    NetAssumed Loan I

$
1,902


$
2,320


$



$




9.250
%


09/01/09Assumed Loan II


1,663



1,805











9.250
%


01/01/13Acquisition Mortgage Loan IV



(1)


1,936







14



N/A
(1)


N/A
(1)Acquisition Mortgage Loan VIII


5,184



5,308



36



37



8.260
%


12/01/19Acquisition Mortgage Loan IX


5,377



5,505



37



38



8.260
%


12/01/19Acquisition Mortgage Loan X


15,338
(2)


15,733
(2)


94



98



8.250
%


12/01/10Acquisition Mortgage Loan XII


2,455
(2)


2,503
(2)


14



15



7.540
%


01/01/12Acquisition Mortgage Loan XIV


6,120
(2)


6,392
(2)


33



34



6.940
%


07/01/09Acquisition Mortgage Loan XV



(3)


1,167











N/A
(3)


N/A
(3)Acquisition Mortgage Loan XVI


1,909
(2)


1,960
(2)


9



9



5.500
%


09/30/24Acquisition Mortgage Loan XVII


3,046
(2)


3,209
(2)


17



18



7.375
%


05/01/16Acquisition Mortgage Loan XVIII


6,825
(2)


7,091
(2)


40



42



7.580
%


03/01/11Acquisition Mortgage Loan XIX


1,946
(2)






11







7.320
%


06/01/14Acquisition Mortgage Loan XX



(4)














N/A
(4)


N/A
(4)Acquisition Mortgage Loan XXI


770















0.000
%


02/01/17Total

$
52,535


$
54,929


$
291


$
305 15




---



##### Table of Contents



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


Accrued Interest


InterestBalance at


Payable at


Rate atSeptember 30,


December 31,


September 30,


December 31,


September 30,


Maturity2006


2005


2006


2005


2006


DateSenior Unsecured Debt,
    Net2006 Notes

$
150,000


$
150,000


$
3,500


$
875



7.000
%


12/01/062007 Notes


149,996
(5)


149,992
(5)


4,306



1,456



7.600
%


05/15/072016 Notes


199,355
(5)






2,428







5.750
%


01/15/162017 Notes


99,893
(5)


99,886
(5)


2,500



625



7.500
%


12/01/172027 Notes


15,055
(5)


15,054
(5)


407



138



7.150
%


05/15/272028 Notes


199,829
(5)


199,823
(5)


3,209



7,009



7.600
%


07/15/282011 Notes


199,731
(5)


199,685
(5)


656



4,343



7.375
%


03/15/112012 Notes


199,235
(5)


199,132
(5)


6,340



2,903



6.875
%


04/15/122032 Notes


49,430
(5)


49,413
(5)


1,787



818



7.750
%


04/15/322009 Notes


124,882
(5)


124,849
(5)


1,932



292



5.250
%


06/15/092014 Notes


111,934
(5)


111,059
(5)


2,675



669



6.420
%


06/01/142011 Exchangeable Notes


175,000







135







4.625
%


09/15/11Total

$
1,674,340


$
1,298,893


$
29,875


$
19,128Unsecured Lines of
    Credit2005 Unsecured Line of Credit I

$
64,000


$
332,500


$
1,510


$
1,833



6.038
%


09/28/082005 Unsecured Line of
    Credit II



(6)


125,000




(6)


232



N/A
(6)


N/A
(6)Total

$
64,000


$
457,500


$
1,510


$
2,065     (1)
    
    On June 30, 2006, the Consolidated Operating Partnership
    paid off and retired the Acquisition Mortgage Loan IV.(2)
    
    At September 30, 2006, the Acquisition Mortgage Loan X, the
    Acquisition Mortgage Loan XII, the Acquisition Mortgage Loan
    XIV, the Acquisition Mortgage Loan XVI, the Acquisition Mortgage
    Loan XVII, the Acquisition Mortgage Loan XVIII, and the
    Acquisition Mortgage Loan XIX includes unamortized premiums of
    $1,623, $200, $342, $20, $229, $579, and $107, respectively. At
    December 31, 2005, the Acquisition Mortgage Loan X, the
    Acquisition Mortgage Loan XII, the Acquisition Mortgage Loan
    XIV, the Acquisition Mortgage Loan XVI, the Acquisition Mortgage
    Loan XVII, the Acquisition Mortgage Loan XVIII, includes
    unamortized premiums of $1,909, $228, $432, $26, $246, and $681,
    respectively.(3)
    
    On January 12, 2006, the Consolidated Operating Partnership
    paid off and retired the Acquisition Mortgage Loan XV.(4)
    
    On June 5, 2006, the Consolidated Operating Partnership
    paid off and retired the Acquisition Mortgage Loan XX.(5)
    
    At September 30, 2006, the 2007 Notes, 2016 Notes, 2017
    Notes, 2027 Notes, 2028 Notes, 2011 Notes, 2012 Notes, 2032
    Notes, 2009 Notes, and 2014 Notes are net of unamortized
    discounts of $4, $645, $107, $15, $171, $269, $765, $570, $118,
    and $13,066, respectively. At December 31, 2005, the 2007
    Notes, 2017 Notes, 2027 Notes, 2028 Notes, 2011 Notes, 2012
    Notes, 2032 Notes, 2009 Notes and the 2014 Notes are net of
    unamortized discounts of $8, $114, $16, $177, $315, $868, $587,
    $151 and $13,941, respectively.(6)
    
    On January 10, 2006, the Operating Partnership paid off and
    retired the 2005 Unsecured Line of Credit II. 16




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    AmountRemainder of 2006

$
150,4932007


152,3392008


66,5332009


132,4522010


15,563Thereafter


1,286,125Total

$
1,803,505   Derivatives:
       17




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  mark-to-market/gain
    6.
    Partners
    Capital  lock-up one-for-one
     18




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
      Unit
    Contributions:
       19




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  Distributions:
    Nine Months EndedSeptember 30,2006Distribution


Totalper Unit


DistributionOperating Partnership Units

$
2.10


$
108,106Series C Preferred Units

$
161.73


$
3,234Series F Preferred Units

$
4,677.00


$
2,339Series G Preferred Units

$
5,427.00


$
1,357Series I Preferred Units

$
470.67


$
353Series J Preferred Units

$
12,989.58


$
7,794Series K Preferred Units

$
2,064.30


$
413   7.
    Acquisition
    of Real Estate    8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations         20




---



##### 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 30,2006


2005


2006


2005Total Revenues

$
4,030


$
10,500


$
16,368


$
33,664Operating Expenses


(889
)


(3,376
)


(5,022
)


(12,052
)Interest Expense






(29
)






(373
)Depreciation and Amortization


(1,071
)


(3,500
)


(6,027
)


(10,864
)Provision for Income Taxes
    Allocable to Operations


(716
)


(1,014
)


(1,958
)


(2,721
)Gain on Sale of Real Estate


65,369



22,952



158,275



63,087Provision for Income Taxes
    Allocable to Gain on Sale of Real Estate


(19,427
)


(5,943
)


(41,340
)


(11,349
)Income from Discontinued Operations

$
47,296


$
19,590


$
120,296


$
59,392   9.
    Supplemental
    Information to Statements of Cash Flows    Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005Interest paid, net of capitalized
    interest

$
80,664


$
69,493Interest capitalized

$
4,225


$
2,363Supplemental schedule of non-cash
    investing and financing activities:Distribution payable on units

$
36,053


$
34,592Distribution payable on preferred
    units

$
6,674


$
Exchange of limited partnership
    units for general partnership units:Limited partnership units

$
(2,041
)

$
(1,951
)General partnership units


2,041



1,951$



$
 21




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.




NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)




|                                                                                                                                              |  |               |        |   |               |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | - | ------------- | - | ------- | -
|                                                                                                                                              |  | Nine Months   |        |   | Nine Months   |  
|                                                                                                                                              |  | Ended         |        |   | Ended         |  
|                                                                                                                                              |  | September 30, |        |   | September 30, |  
|                                                                                                                                              |  | 2006          |        |   | 2005          |  
|                                                                                                                                             
|In conjunction with the property
    and land acquisitions, the following assets and liabilities were
    assumed and units issued:           |  |               |        |   |               |   |         |  
|Accounts payable and accrued
    expenses                                                                                                     |  | $             | (1,181 | ) |               | $ | (3,848  | )
|                                                                                                                                              |  |               |        |   |               |   |         |  
|Issuance of Limited Partnership
    Units                                                                                                     |  | $             | (1,288 | ) |               | $ | (8,875  | )
|                                                                                                                                              |  |               |        |   |               |   |         |  
|Mortgage Debt                                                                                                                                 |  | $             | (7,765 | ) |               | $ | (11,545 | )
|                                                                                                                                              |  |               |        |   |               |   |         |  
|Property acquisition and write-off
    of mortgage loan                                                                                       |  | $             |       |   |               | $ | 3,870   |  
|                                                                                                                                              |  |               |        |   |               |   |         |  
|Write-off of retired assets                                                                                                                   |  | $             | 18,112 |   |               | $ | 22,607  |  
|                                                                                                                                              |  |               |        |   |               |   |         |  
|In conjunction with certain
    property sales, the Operating Partnership provided seller
    financing and assigned a mortgage note payable: |  |               |        |   |               |   |         |  
|Notes Receivable                                                                                                                              |  | $             | 11,200 |   |               | $ | 39,893  |  
|                                                                                                                                              |  |               |        |   |               |   |         |  
|Mortgage Note Payable                                                                                                                         |  | $             |       |   |               | $ | 13,242  |  
|                                                                                                                                              |  |               |        |   |               |   |         |  





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







|                                                                                                      |  |               |         |   |               |   |        |               |  |   |               |   |  |   |        |  
|----------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------ | -
|                                                                                                      |  | Three Months  |         |   | Three Months  |   |        | Nine Months   |  |   | Nine Months   |  
|                                                                                                      |  | Ended         |         |   | Ended         |   |        | Ended         |  |   | Ended         |  
|                                                                                                      |  | September 30, |         |   | September 30, |   |        | September 30, |  |   | September 30, |  
|                                                                                                      |  | 2006          |         |   | 2005          |   |        | 2006          |  |   | 2005          |  
|                                                                                                     
|Numerator:                                                                                            |  |               |         |   |               |   |        |               |  |   |               |   |  |   |        |  
|(Loss) Income from Continuing
    Operations                                                          |  | $             | (15,742 | ) |               | $ | 5,528  |               |  | $ | (29,143       | ) |  | $ | (5,666 | )
|Gain on Sale of Real Estate, Net
    of Income Taxes                                                  |  |               | 1,528   |   |               |   | 1,665  |               |  |   | 4,194         |   |  |   | 16,536 |  
|Less: Preferred Unit Distributions                                                                    |  |               | (5,442  | ) |               |   | (2,310 | )             |  |   | (15,490       | ) |  |   | (6,930 | )
|Less: Redemption of Preferred Units                                                                   |  |               |        |   |               |   |       |               |  |   | (672          | ) |  |   |       |  
|                                                                                                      |  |               |         |   |               |   |        |               |  |   |               |   |  |   |        |  
|(Loss) Income from Continuing
    Operations Available to Unitholders  For Basic and
    Diluted EPU |  |               | (19,656 | ) |               |   | 4,883  |               |  |   | (41,111       | ) |  |   | 3,940  |  
|Income from Discontinued
    Operations, Net of Income Taxes                                          |  |               | 47,296  |   |               |   | 19,590 |               |  |   | 120,296       |   |  |   | 59,392 |  
|                                                                                                      |  |               |         |   |               |   |        |               |  |   |               |   |  |   |        |  
|Net Income Available to Unitholders                                                                   |  | $             | 27,640  |   |               | $ | 24,473 |               |  | $ | 79,185        |   |  | $ | 63,332 |  
|                                                                                                      |  |               |         |   |               |   |        |               |  |   |               |   |  |   |        |  

22



---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.




NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)




|                                                                                        |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|--------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ------------- | - | ---------- | ------------- |  | - | ------------- | - |  | - | ---------- | 
|                                                                                        |  | Three Months  |            |   | Three Months  |   |            | Nine Months   |  |   | Nine Months   |  
|                                                                                        |  | Ended         |            |   | Ended         |   |            | Ended         |  |   | Ended         |  
|                                                                                        |  | September 30, |            |   | September 30, |   |            | September 30, |  |   | September 30, |  
|                                                                                        |  | 2006          |            |   | 2005          |   |            | 2006          |  |   | 2005          |  
|                                                                                       
|Denominator:                                                                            |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|Weighted Average Units 
    Basic                                                      |  |               | 50,721,347 |   |               |   | 49,042,416 |               |  |   | 50,690,743    |   |  |   | 48,810,589 | 
|Effect of Dilutive Securities that
    Result in the Issuance of General Partner Units: |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|Employee and Director Common Stock
    Options                                          |  |               |           |   |               |   | 114,573    |               |  |   |              |   |  |   | 149,311    | 
|Employee and Director Shares of
    Restricted Stock                                    |  |               |           |   |               |   | 90,781     |               |  |   |              |   |  |   | 91,765     | 
|                                                                                        |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|Weighted Average Units
    Outstanding  Diluted                                        |  |               | 50,721,347 |   |               |   | 49,247,770 |               |  |   | 50,690,743    |   |  |   | 49,051,665 | 
|                                                                                        |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|Basic EPU:                                                                              |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|(Loss) Income from Continuing
    Operations Available to Unitholders                   |  | $             | (0.39      | ) |               | $ | 0.10       |               |  | $ | (0.81         | ) |  | $ | 0.08       | 
|                                                                                        |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|Income from Discontinued
    Operations, Net of Income Taxes                            |  | $             | 0.93       |   |               | $ | 0.40       |               |  | $ | 2.37          |   |  | $ | 1.22       | 
|                                                                                        |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|Net Income Available to Unitholders                                                     |  | $             | 0.54       |   |               | $ | 0.50       |               |  | $ | 1.56          |   |  | $ | 1.30       | 
|                                                                                        |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|Diluted EPU:                                                                            |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|(Loss) Income from Continuing
    Operations Available to Unitholders                   |  | $             | (0.39      | ) |               | $ | 0.10       |               |  | $ | (0.81         | ) |  | $ | 0.08       | 
|                                                                                        |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|Income from Discontinued
    Operations, Net of Income Taxes                            |  | $             | 0.93       |   |               | $ | 0.40       |               |  | $ | 2.37          |   |  | $ | 1.21       | 
|                                                                                        |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 
|Net Income Available to Unitholders                                                     |  | $             | 0.54       |   |               | $ | 0.50       |               |  | $ | 1.56          |   |  | $ | 1.29       | 
|                                                                                        |  |               |            |   |               |   |            |               |  |   |               |   |  |   |            | 









|    |                             
|--- | ----------------------------
|11. | Stock
    Based Compensation









23



---



##### Table of Contents





FIRST
    INDUSTRIAL, L.P.




NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)












|                                      |  |        |         |   |          |   |       |           |  |   |              |  |  |   |       | 
|------------------------------------- |  | ------ | ------- | - | -------- | - | ----- | --------- |  | - | ------------ |  |  | - | ----- | 
|                                      |  |        |         |   | Weighted |   |       |           |  |   |              | 
|                                      |  |        |         |   | Average  |   |       | Exercise  |  |   | Aggregate    | 
|                                      |  |        |         |   | Exercise |   |       | Price     |  |   | Intrinsic    | 
|                                      |  | Shares |         |   | Price    |   |       | per Share |  |   | Value        | 
|                                     
|Outstanding at December 31,
    2005  |  |        | 546,723 |   |          | $ | 31.27 |           |  | $ | 22.75-$33.15 |  |  |   |       | 
|Exercised                             |  |        | (62,467 | ) |          | $ | 29.94 |           |  | $ | 22.75-$33.15 |  |  | $ | 728   | 
|Expired or Terminated                 |  |        | (38,967 | ) |          | $ | 30.88 |           |  | $ | 27.25-$33.13 |  |  |   |       | 
|                                      |  |        |         |   |          |   |       |           |  |   |              |  |  |   |       | 
|Outstanding at September 30,
    2006 |  |        | 445,289 |   |          | $ | 31.49 |           |  | $ | 25.13-$33.15 |  |  | $ | 5,571 | 
|                                      |  |        |         |   |          |   |       |           |  |   |              |  |  |   |       | 









|                        |  |             |         |  |                  |  |      |          |  |   |       | 
|----------------------- |  | ----------- | ------- |  | ---------------- |  | ---- | -------- |  | - | ----- | 
|                        |  | Number      |         |  | Weighted         |  |      | Weighted | 
|                        |  | Outstanding |         |  | Average          |  |      | Average  | 
|                        |  | and         |         |  | Remaining        |  |      | Exercise | 
|Range of Exercise Price |  | Exercisable |         |  | Contractual Life |  |      | Price    | 
|                       
|$25.13-$30.00           |  |             | 59,370  |  |                  |  | 3.37 |          |  | $ | 28.46 | 
|$30.38-$33.15           |  |             | 385,919 |  |                  |  | 3.98 |          |  | $ | 31.95 | 













|                                      |  |       |          |   |            |   |       | 
|------------------------------------- |  | ----- | -------- | - | ---------- | - | ----- | 
|                                      |  |       |          |   | Weighted   |  
|                                      |  |       |          |   | Average    |  
|                                      |  |       |          |   | Grant Date |  
|                                      |  | Units |          |   | Fair Value |  
|                                     
|Outstanding at December 31,
    2005  |  |       | 700,023  |   |            | $ | 34.23 | 
|Issued                                |  |       | 317,671  |   |            | $ | 38.01 | 
|Vested                                |  |       | (215,865 | ) |            | $ | 36.55 | 
|Forfeited                             |  |       | (22,108  | ) |            | $ | 34.22 | 
|                                      |  |       |          |   |            |   |       | 
|Outstanding at September 30,
    2006 |  |       | 779,721  |   |            | $ | 35.48 | 
|                                      |  |       |          |   |            |   |       | 





|    |                                  
|--- | ---------------------------------
|12. | Commitments
    and Contingencies









24



---



##### Table of Contents







|    |                               
|--- | ------------------------------
|13. | Related
    Party Transactions







|    |                      
|--- | ---------------------
|14. | Subsequent
    Events























|        |                                                                                              
|------- | ---------------------------------------------------------------------------------------------
|Item 2. | Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations



Form 10-Q.




lease-up


25



---



##### Table of Contents



higher-than-expected
  GENERAL
            Co-Investment
     26




---



##### Table of Contents



MANAGEMENTS
    OVERVIEW
      and/or
 27




---



##### Table of Contents



28




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Nine Months Ended September 30, 2006 to Nine Months
    Ended September 30, 2005
        Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005


$ Change


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

$
170,114


$
172,190


$
(2,076
)


(1.2
)%Acquired Properties


52,659



6,797



45,862



674.7
%Sold Properties


15,097



44,359



(29,262
)


(66.0
)%Properties Not In Service


15,329



12,025



3,304



27.5
%Other


22,176



11,683



10,493



89.8
%275,375



247,054



28,321



11.5
%Discontinued Operations


(16,368
)


(33,664
)


17,296



(51.4
)%Total Revenues

$
259,007


$
213,390


$
45,617



21.4
%     29




---



##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005


$ Change


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

$
57,372


$
56,182


$
1,190



2.1
%Acquired Properties


13,712



2,238



11,474



512.7
%Sold Properties


4,743



21,766



(17,023
)


(78.2
)%Properties Not In Service


6,612



6,114



498



8.1
%Other


11,662



7,580



4,082



53.9
%$
94,101


$
93,880


$
221



0.2
%Discontinued Operations


(5,022
)


(12,052
)


7,030



(58.3
)%Total Property Expenses

$
89,079


$
81,828


$
7,251



8.9
%       Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005


$ Change


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

$
55,976


$
56,619


$
(643
)


(1.1
)%Acquired Properties


31,066



4,524



26,542



586.7
%Sold Properties


4,400



10,665



(6,265
)


(58.7
)%Properties Not In Service and Other


11,140



7,103



4,037



56.8
%Corporate Furniture, Fixtures and
    Equipment


1,341



1,000



341



34.1
%$
103,923


$
79,911


$
24,012



30.0
%Discontinued Operations


(6,027
)


(10,864
)


4,837



(44.5
)%Total Depreciation and Other
    Amortization

$
97,896


$
69,047


$
28,849



41.8
%      30




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##### Table of Contents



mark-to-market/(loss)
  mark-to-market
         31




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2005($ in 000s)Total Revenues

$
16,368


$
33,664Operating Expenses


(5,022
)


(12,052
)Interest Expense






(373
)Depreciation and Amortization


(6,027
)


(10,864
)Provision for Income Taxes
    Allocable to Operations


(1,958
)


(2,721
)Gain on Sale of Real Estate


158,275



63,087Provision for Income Taxes
    Allocable to Gain on Sale


(41,340
)


(11,349
)Income from Discontinued Operations

$
120,296


$
59,392       Comparison
    of Three Months Ended September 30, 2006 to Three Months
    Ended September 30, 2005
        32




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2006


2005


$ Change


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

$
62,790


$
62,060


$
730



1.2
%Acquired Properties


18,857



1,471



17,386



1,181.9
%Sold Properties


2,819



20,938



(18,119
)


(86.5
)%Properties Not In Service


3,125



2,701



424



15.7
%Other


7,038



4,477



2,561



57.2
%94,629



91,647



2,982



3.3
%Discontinued Operations


(4,030
)


(10,500
)


6,470



(61.6
)%Total Revenues

$
90,599


$
81,147


$
9,452



11.6
%     Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2006


2005


$ Change


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

$
20,202


$
19,764


$
438



2.2
%Acquired Properties


5,094



546



4,548



833.0
%Sold Properties


665



13,573



(12,908
)


(95.1
)%Properties Not In Service


1,452



1,579



(127
)


(8.0
)%Other


4,093



3,590



503



14.0
%31,506



39,052



(7,546
)


(19.3
)%Discontinued Operations


(889
)


(3,376
)


2,487



(73.7
)%Total Property Expenses

$
30,617


$
35,676


$
(5,059
)


(14.2
)%       33




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2006


2005


$ Change


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

$
21,094


$
22,478


$
(1,384
)


(6.2
)%Acquired Properties


10,556



1,450



9,106



628.0
%Sold Properties


559



3,154



(2,595
)


(82.3
)%Properties Not In Service and Other


2,129



2,085



44



2.1
%Corporate Furniture, Fixtures and
    Equipment


477



343



134



39.1
%34,815



29,510



5,305



18.0
%Discontinued Operations


(1,071
)


(3,500
)


2,429



(69.4
)%Total Depreciation and Other
    Amortization

$
33,744


$
26,010


$
7,734



29.7
%           mark-to-market/(loss)
  mark-to-market
   34




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30,


September 30,2006


2005($ in 000s)Total Revenues

$
4,030


$
10,500Operating Expenses


(889
)


(3,376
)Interest Expense






(29
)Depreciation and Amortization


(1,071
)


(3,500
)Provision for Income Taxes
    Allocable to Operations


(716
)


(1,014
)Gain on Sale of Real Estate


65,369



22,952Provision for Income Taxes
    Allocable to Gain on Sale


(19,427
)


(5,943
)Income from Discontinued Operations

$
47,296


$
19,590         LIQUIDITY
    AND CAPITAL RESOURCES
     35




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##### Table of Contents



Nine
    Months Ended September 30, 2006
             36




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##### Table of Contents



37




---



##### Table of Contents



Market
    Risk
          mark-to-market/gain
    Recent
    Accounting Pronouncements
  Accounting
    for Certain Hybrid Financial Instruments
         38




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##### Table of Contents



Accounting for Servicing of Financial Asset
    Fair Value Measurements
  Employers Accounting for Defined Benefit Pension
    and Other Postretirement Plans
  Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in the Current
    Year Financial Statements
 39




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##### Table of Contents



Subsequent
    Events
            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),
   40




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##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  The
    Consolidated Operating Partnership might fail to qualify or
    remain qualified as a REIT.
           41




---



##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds      lock-up one-for-one
  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  Exhibits:
  ExhibitNumber

Description1
.1

Underwriting Agreement dated
    August 16, 2006 among the Company, the Operating
    Partnership, Wachovia Capital Markets, LLC and Merrill Lynch,
    Pierce, Fenner & Smith Incorporated, as underwriters
    and as representatives of several other underwriters listed
    therein (incorporated by reference to Exhibit 1.1 of the
    Form 8-K
    of the Company filed August 22, 2006, File No. 1-13102)4
.1

Eleventh Amended and Restated
    Partnership Agreement of First Industrial, L.P. dated
    August 21, 2006 (incorporated by reference to
    Exhibit 10.2 of the current report on
    Form 8-K
    of the Company dated August 21, 2006, File
    No. 1-13102)4
.2

Indenture dated as of
    September 25, 2006 among the Operating Partnership, as
    issuer, the Company, as guarantor, and U.S. Bank National
    Association, as trustee (incorporated by reference to
    Exhibit 4.1 of the current report on
    Form 8-K
    of the Operating Partnership dated September 25, 2006, File
    No. 333-21873)4
.3

Form of 4.625% Exchangeable Senior
    Note due 2011 (incorporated by reference to Exhibit 4.2 of
    the current report on
    Form 8-K
    of the Operating Partnership dated September 25, 2006, File
    No. 333-21873)10
.1

Registration Rights Agreement
    dated September 25, 2006 among the Company, the Operating
    Partnership and the Initial Purchasers named therein
    (incorporated by reference to Exhibit 10.1 of the current
    report on
    Form 8-K
    of the Operating Partnership dated September 25, 2006, File
    No. 333-21873)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
.1**

Certification of 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 42




---



##### Table of Contents



**
    
    Furnished herewith  Form 10-K, Form 10-Q, Form 8-K,
      43




---



##### Table of Contents



SIGNATURE      By
    FIRST INDUSTRIAL REALTY TRUST, INC.   By:
    /s/  Scott
    A. Musil         44




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description1
.1

Underwriting Agreement dated
    August 16, 2006 among the Company, the Operating
    Partnership, Wachovia Capital Markets, LLC and Merrill Lynch,
    Pierce, Fenner & Smith Incorporated, as underwriters
    and as representatives of several other underwriters listed
    therein (incorporated by reference to Exhibit 1.1 of the
    Form 8-K
    of the Company filed August 22, 2006, File No. 1-13102)4
.1

Eleventh Amended and Restated
    Partnership Agreement of First Industrial, L.P. dated
    August 21, 2006 (incorporated by reference to
    Exhibit 10.2 of the current report on
    Form 8-K
    of the Company dated August 21, 2006, File
    No. 1-13102)4
.2

Indenture dated as of
    September 25, 2006 among the Operating Partnership, as
    issuer, the Company, as guarantor, and U.S. Bank National
    Association, as trustee (incorporated by reference to
    Exhibit 4.1 of the current report on
    Form 8-K
    of the Operating Partnership dated September 25, 2006, File
    No. 333-21873)4
.3

Form of 4.625% Exchangeable Senior
    Note due 2011 (incorporated by reference to Exhibit 4.2 of
    the current report on
    Form 8-K
    of the Operating Partnership dated September 25, 2006, File
    No. 333-21873)10
.1

Registration Rights Agreement
    dated September 25, 2006 among the Company, the Operating
    Partnership and the Initial Purchasers named therein
    (incorporated by reference to Exhibit 10.1 of the current
    report on
    Form 8-K
    of the Operating Partnership dated September 25, 2006, File
    No. 333-21873)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
.1**

Certification of 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 45