##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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
    March 31,
    2011o

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 3900, Chicago,
    Illinois 60606
 (Address of Principal Executive
    Offices)
  (312) 344-4300
 (Registrants telephone
    number, including area code)
  þ o
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ




---



##### 



FIRST
    INDUSTRIAL, L.P.
  Form 10-Q
  For the
    Period Ended March 31, 2011
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.


Financial Statements


2Consolidated Balance Sheets as of March 31,
    2011 and December 31, 2010


2Consolidated Statements of Operations for the
    Three Months Ended March 31, 2011 and March 31,
    2010


3Consolidated Statements of Comprehensive Income
    for the Three Months Ended March 31, 2011 and
    March 31, 2010


4Consolidated Statement of Changes in
    Partners Capital for the Three Months Ended March 31,
    2011


5Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2011 and March 31,
    2010


6Notes to Consolidated Financial Statements


7Item 2.


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


20Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


29Item 4.


Controls and Procedures


29PART II: OTHER INFORMATIONItem 1.


Legal Proceedings


30Item 1A.


Risk Factors


30Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


30Item 3.


Defaults Upon Senior Securities


30Item 4.


(Removed and Reserved)


30Item 5.


Other Information


30Item 6.


Exhibits


31SIGNATURE


32EXHIBIT INDEX


33EX-31.1EX-31.2EX-32.1




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##### Table of Contents



PART I:
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2011


2010(Unaudited)(In thousands except unit and per unit data)ASSETSAssets:Investment in Real Estate:Land

$
492,040


$
485,790Buildings and Improvements


1,842,085



1,843,134Construction in Progress


3,471



2,672Less: Accumulated Depreciation


(457,635
)


(443,912
)Net Investment in Real Estate


1,879,961



1,887,684Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $137,756 and $148,407 at March 31, 2011 and
    December 31, 2010, respectively


327,938



344,353Investments in and Advances to Other Real Estate Partnerships


251,226



252,541Cash and Cash Equivalents


10,787



22,484Restricted Cash






105Tenant Accounts Receivable, Net


3,530



2,602Investments in Joint Ventures


2,494



2,451Deferred Rent Receivable, Net


34,534



32,383Deferred Financing Costs, Net


12,949



14,492Deferred Leasing Intangibles, Net


31,247



33,639Prepaid Expenses and Other Assets, Net


114,519



119,052Total Assets

$
2,669,185


$
2,711,786LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage and Other Loans Payable, Net

$
400,108


$
431,284Senior Unsecured Notes, Net


880,136



879,529Unsecured Credit Facility


286,108



376,184Mortgage Loan Payable on Real Estate Held for Sale, Net,
    Inclusive of $6 of Accrued Interest at December 31, 2010


944



1,014Accounts Payable, Accrued Expenses and Other Liabilities, Net


68,923



79,949Deferred Leasing Intangibles, Net


15,590



16,145Rents Received in Advance and Security Deposits


22,779



24,469Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $1,681 and $2,642 at March 31, 2011 and
    December 31, 2010, respectively


1,681



1,909Total Liabilities


1,676,269



1,810,483Commitments and Contingencies






Partners Capital:General Partner Preferred Units (1,550 units issued and
    outstanding at March 31, 2011 and December 31, 2010,
    respectively) with a liquidation preference of $275,000,
    respectively


266,211



266,211General Partner Units (77,965,162 and 68,841,296 units
    issued and outstanding at March 31, 2011 and
    December 31, 2010, respectively)


650,081



558,496Limited Partners Units (5,363,151 units issued and
    outstanding at March 31, 2011 and December 31, 2010,
    respectively)


92,447



93,100Accumulated Other Comprehensive Loss


(15,823
)


(16,504
)Total Partners Capital


992,916



901,303Total Liabilities and Partners Capital

$
2,669,185


$
2,711,786    2




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010(Unaudited)(In thousands except per unit data)Revenues:Rental Income

$
47,143


$
47,488Tenant Recoveries and Other Income


15,532



17,271Construction Revenues






270Total Revenues


62,675



65,029Expenses:Property Expenses


22,549



22,697General and Administrative


5,258



8,894Restructuring Costs


1,160



264Impairment of Real Estate


(318
)


Depreciation and Other Amortization


24,364



24,121Construction Expenses






209Total Expenses


53,013



56,185Other Income (Expense):Interest Income


990



1,086Interest Expense


(25,849
)


(27,025
)Amortization of Deferred Financing Costs


(1,051
)


(792
)Mark-to-Market
    Gain (Loss) on Interest Rate Protection Agreements


44



(134
)(Loss) Gain From Early Retirement of Debt


(866
)


355Total Other Income (Expense)


(26,732
)


(26,510
)Loss from Continuing Operations Before Equity in Income of Other
    Real Estate Partnerships, Equity in Income (Loss) of Joint
    Ventures and Income Tax Benefit (Provision)


(17,070
)


(17,666
)Equity in Income of Other Real Estate Partnerships


4,855



2,833Equity in Income (Loss) of Joint Ventures


36



(459
)Income Tax Benefit (Provision)


289



(111
)Loss from Continuing Operations


(11,890
)


(15,403
)Income (Loss) from Discontinued Operations (Including Gain on
    Sale of Real Estate of $2,742 and $4,008 for the Three Months
    Ended March 31, 2011 and March 31, 2010, respectively)


8,209



(4,079
)Provision for Income Taxes Allocable to Discontinued Operations
    (Including $516 allocable to Gain on Sale of Real Estate for the
    Three Months Ended March 31, 2011)


(720
)


Loss Before Gain on Sale of Real Estate


(4,401
)


(19,482
)Gain on Sale of Real Estate






1,073Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate






(394
)Net Loss


(4,401
)


(18,803
)Less: Preferred Unit Distributions


(4,927
)


(4,960
)Net Loss Available to Unitholders and Participating Securities

$
(9,328
)

$
(23,763
)Basic and Diluted Earnings Per Unit:Loss from Continuing Operations

$
(0.22
)

$
(0.29
)Income (Loss) From Discontinued Operations

$
0.10


$
(0.06
)Net Loss Available to Unitholders

$
(0.12
)

$
(0.35
)Weighted Average Units Outstanding


76,002



67,187Net Loss Available to Unitholders Attributable to:General Partners

$
(8,675
)

$
(21,867
)Limited Partners


(653
)


(1,896
)Net Loss Available to Unitholders and Participating Securities

$
(9,328
)

$
(23,763
)    3




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010(Unaudited)(In thousands)Net Loss

$
(4,401
)

$
(18,803
)Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    Provision of $414 for the Three Months Ended March 31, 2010






(567
)Amortization of Interest Rate Protection Agreements


556



505Write-off of Unamortized Settlement Amounts of Interest Rate
    Protection Agreements






(145
)Foreign Currency Translation Adjustment, Net of Income Tax
    Benefit of $169 and $468 for the Three Months Ended
    March 31, 2011 and March 31, 2010, respectively


125



682Other Comprehensive Loss

$
(3,720
)

$
(18,328
)    4




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED STATEMENTS OF CHANGES IN
    PARTNERS CAPITAL
  General








AccumulatedPartner


General


Limited


OtherPreferred


Partner


Partner


ComprehensiveUnits


Units


Units


Loss


Total(Unaudited)(In thousands)Balance as of December 31, 2010

$
266,211


$
558,496


$
93,100


$
(16,504
)

$
901,303Issuance of Common Stock, Net of Issuance Costs






100,288











100,288Stock Based Compensation Activity






(28
)










(28
)Preferred Dividends


(4,927
)














(4,927
)Other Comprehensive Loss:Net Income (Loss)


4,927



(8,675
)


(653
)






(4,401
)Other Comprehensive Income














681



681Total Other Comprehensive Loss


















(3,720
)Balance as of March 31, 2011

$
266,211


$
650,081


$
92,447


$
(15,823
)

$
992,916    5




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(4,401
)

$
(18,803
)Adjustments to Reconcile Net Loss to Net Cash (Used In) Provided
    by Operating Activities:Depreciation


19,107



23,806Amortization of Deferred Financing Costs


1,051



792Other Amortization


7,843



8,671Impairment of Real Estate, Net


829



9,155Provision for Bad Debt


201



513Equity in (Income) Loss of Joint Ventures


(36
)


459Distributions from Joint Ventures






500Gain on Sale of Real Estate


(2,742
)


(5,081
)Loss (Gain) on Early Retirement of Debt


866



(355
)Prepayment Premiums Associated with Early Retirement of Debt


(372
)


Mark-to-Market
    (Gain) Loss on Interest Rate Protection Agreements


(44
)


134Equity in Income of Other Real Estate Partnerships


(4,855
)


(2,833
)Distributions from Investment in Other Real Estate Partnerships


4,855



2,833Increase in Tenant Accounts Receivable, Prepaid Expenses and
    Other Assets, Net


(4,944
)


(3,232
)Increase in Deferred Rent Receivable


(2,221
)


(2,355
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(10,389
)


(22,902
)Decrease in Restricted Cash


105



3Repayments of Discount on Senior Unsecured Notes






(1,775
)Net Cash Provided by (Used In) Operating Activities


4,853



(10,470
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate and
    Lease Costs


(12,361
)


(13,696
)Net Proceeds from Sales of Investments in Real Estate


13,334



43,515Investments in and Advances to Other Real Estate Partnerships


(8,767
)


(99,143
)Distributions from Other Real Estate Partnerships in Excess of
    Equity in Income


10,082



122,466Contributions to and Investments in Joint Ventures


(4
)


(225
)Distributions from Joint Ventures






725Repayment of Notes Receivable


8,739



228Increase in Restricted Cash and Escrows


(13
)


(22,732
)Net Cash Provided by Investing Activities


11,010



31,138CASH FLOWS FROM FINANCING ACTIVITIES:Offering Costs


(108
)


(4
)Unit Contributions


100,570



5,970Preferred Unit Distributions


(5,379
)


(5,412
)Repurchase and Retirement of Restricted Units


(673
)


(268
)Payments on Interest Rate Swap Agreement


(194
)


(152
)Proceeds from Origination of Mortgage Loans Payable






19,280Repayments on Mortgage Loans Payable


(31,215
)


(1,202
)Debt Issuance Costs






(341
)Repayments on Senior Unsecured Notes






(155,124
)Costs Associated with Early Retirement of Debt






(877
)Proceeds from Unsecured Credit Facility


10,000



51,500Repayments on Unsecured Credit Facility


(100,590
)


(10,341
)Net Cash Used in Financing Activities


(27,589
)


(96,971
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


29



284Net Decrease in Cash and Cash Equivalents


(11,726
)


(76,303
)Cash and Cash Equivalents, Beginning of Period


22,484



181,147Cash and Cash Equivalents, End of Period

$
10,787


$
105,128    6




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##### Table of Contents



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




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    Investment
    in Real Estate  Sales
    and Discontinued Operations
          Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010Total Revenues

$
13,259


$
14,038Property Expenses


(5,663
)


(6,635
)Impairment of Real Estate, Net


(1,147
)


(9,155
)Depreciation and Amortization


(969
)


(6,317
)Interest Expense


(13
)


(18
)Gain on Sale of Real Estate


2,742



4,008Provision for Income Taxes


(720
)


Income (Loss) from Discontinued Operations

$
7,489


$
(4,079
)    8




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impairment
    Charges
      catch-up
     9




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements on aNon-Recurring Basis Using:Three Months

Quoted Prices inEnded

Active Markets for

Significant Other

Unobservable

TotalMarch 31,

Identical Assets

Observable Inputs

Inputs

GainsDescription

2011

(Level 1)

(Level 2)

(Level 3)

(Losses)Long-lived Assets Held for Sale

$
126,904










$
126,904


$
(1,147
)   Fair Value Measurements on aNon-Recurring Basis Using:Three Months

Quoted Prices inEnded

Active Markets for

Significant Other

Unobservable

TotalMarch 31,

Identical Assets

Observable Inputs

Inputs

GainsDescription

2010

(Level 1)

(Level 2)

(Level 3)

(Losses)Long-lived Assets Held and Used

$
4,122










$
4,122


$
(9,155
)   4.
    Investments
    in and Advances to Other Real Estate Partnerships        March 31,


December 31,2011


2010ASSETSAssets:Investment in Real Estate, Net

$
234,235


$
221,450Real Estate and Other Assets Held for Sale, Net of Accumulated
    Depreciation and Amortization of $13,414 and $16,804 at
    March 31, 2011 and December 31, 2010, respectively


31,483



47,938Note Receivable


240,494



239,453Other Assets, Net


49,891



51,875Total Assets

$
556,103


$
560,716LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage Loans Payable

$
50,902


$
54,771Other Liabilities


8,198



8,547Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $27 and $26 at March 31, 2011 and
    December 31, 2010, respectively


6



7Partners Capital


496,997



497,391Total Liabilities and Partners Capital

$
556,103


$
560,716  10




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010Total Revenues (including Interest Income)

$
12,799


$
13,129Property Expenses


(2,700
)


(2,733
)Interest Expense


(940
)


(652
)Amortization of Deferred Financing Costs


(34
)


(29
)Impairment of Real Estate


595



Loss from Early Retirement of Debt


(160
)


Depreciation and Other Amortization


(3,015
)


(3,300
)Income from Continuing Operations


6,545



6,415Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $1,062 and $0 for the Three Months Ended
    March 31, 2011 and March 31, 2010, respectively)


1,926



262Net Income

$
8,471


$
6,677   5.
    Investments
    in Joint Ventures      Three Months

Three MonthsEnded

EndedMarch 31,

March 31,2011

2010Contributions

$
4


$
225Distributions

$



$
1,225Fees

$
310


$
2,067  11




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Indebtedness    EffectiveOutstanding


Interest

InterestBalance at


Rate at

Rate atMarch 31,


December 31,


March 31,

March 31,2011


2010


2011

2011

Maturity DateMortgage and Other Loans Payable, Net*

$
400,108


$
431,284


5.00%-9.25%

4.93%-9.25%

January 2012-
    October 2020Unamortized Premiums*


(336
)


(358
)Mortgage and Other Loans Payable, Gross

$
399,772


$
430,926Senior Unsecured Notes, Net2016 Notes

$
159,913


$
159,899


5.750%

5.91%

01/15/162017 Notes


87,197



87,195


7.500%

7.52%

12/01/172027 Notes


13,559



13,559


7.150%

7.11%

05/15/272028 Notes


189,871



189,869


7.600%

8.13%

07/15/282012 Notes


61,784



61,774


6.875%

6.85%

04/15/122032 Notes


34,671



34,667


7.750%

7.87%

04/15/322014 Notes


87,105



86,792


6.420%

6.54%

06/01/142011 Exchangeable Notes


128,391



128,137


4.625%

5.53%

09/15/112017 II Notes


117,645



117,637


5.950%

6.37%

05/15/17Subtotal

$
880,136


$
879,529Unamortized Discounts


6,373



6,980Senior Unsecured Notes, Gross

$
886,509


$
886,509Unsecured Credit Facility

$
286,108


$
376,184


3.480%

3.480%

09/28/12     *
    
    Excludes $944 and $1,008, respectively, of Mortgage Loan Payable
    on Real Estate Held for Sale and $45 and $48, respectively, of
    unamortized premiums as of March 31, 2011 and
    December 31, 2010.         12




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AmountRemainder of 2011

$
139,1822012


357,7422013


7,9492014


185,7942015


55,871Thereafter


826,750Total

$
1,573,288     Fair
    Value
    March 31, 2011


December 31, 2010Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage and Other Loans Payable

$
401,052


$
446,239


$
432,292


$
486,758Senior Unsecured Notes


880,136



874,912



879,529



851,771Unsecured Credit Facility


286,108



286,108



376,184



376,184Total

$
1,567,296


$
1,607,259


$
1,688,005


$
1,714,713     7.
    Partners
    Capital   13




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    at-the-market at-the-market
      Distributions:
  (iii) 3-month
    Three Months EndedMarch 31, 2011Distribution

Totalper Unit

DistributionSeries F Preferred Units

$
1,698.75


$
850Series G Preferred Units

$
1,809.00


$
452Series J Preferred Units

$
4,531.30


$
2,719Series K Preferred Units

$
4,531.30


$
906  14




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Supplemental
    Information to Statements of Cash Flows    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010Supplemental schedule of non-cash investing and financing
    activities:Exchange of limited partnership units for general partnership
    units:Limited partnership units

$



$
(18
)General partnership units






18$



$
Write-off of fully depreciated assets

$
(12,531
)

$
(12,414
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$
1,029


$
   9.
    Earnings
    Per Unit (EPU)    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010Numerator:Loss from Continuing Operations, Net of Income Tax

$
(11,890
)

$
(15,403
)Gain on Sale of Real Estate, Net of Income Tax






679Preferred Unit Distributions


(4,927
)


(4,960
)Loss from Continuing Operations Available to Unitholders

$
(16,817
)

$
(19,684
)Income (Loss) from Discontinued Operations, Net of Income Tax
    Available to Unitholders

$
7,489


$
(4,079
)Net Loss Available to Unitholders

$
(9,328
)

$
(23,763
)Denominator:Weighted Average Units  Basic and Diluted


76,001,749



67,186,934Basic and Diluted EPU:Loss from Continuing Operations Available to Unitholders

$
(0.22
)

$
(0.29
)Income (Loss) from Discontinued Operations Available to
    Unitholders

$
0.10


$
(0.06
)Net Loss Available to Unitholders

$
(0.12
)

$
(0.35
)  15




---



##### Table of Contents



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



Allocationof Net



of NetIncome



IncomeAvailable to



Available toParticipating



ParticipatingSecurities for the



Securities for theOutstanding

Three Months Ended

Outstanding

Three Months Endedat March 31,

March 31,

at March 31,

March 31,2011

2011

2010

2010Participating Securities:Units Corresponding to Restricted Stock Awards


696,360


$




773,034


$
       Number

NumberAt March 31,

At March 31,2011

2010Non-Participating Securities:Units Corresponding to Restricted Stock Unit Awards


993,250



1,218,800Units Corresponding to Options


41,901



139,700     10.
    Restructuring
    Costs      11.
    Derivatives   16




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    iii) 3-month 30-year Mark-to-Market
      Fair Value As of

Fair Value As ofHedge Product

Notional Amount

Strike

Trade Date

Maturity Date

March 31, 2011

December 31, 2010Derivatives not designated as hedging instruments:Series F Agreement*

$
50,000



5.2175
%


October 2008



October 1, 2013


$
(380
)

$
(523
)     *
    
    Fair value excludes quarterly settlement payment due on
    Series F Agreement. As of March 31, 2011 and
    December 31, 2010, the outstanding payable was $99 and
    $194, respectively.    Three Months EndedMarch 31,

March 31,Interest Rate Products

Location on Statement

2011

2010Loss Recognized in OCI (Effective Portion)

Mark-to-Market on Interest
    Rate Protection Agreements (OCI)

$



$
(567
)Amortization Reclassified from OCI into Income

Interest Expense

$
(556
)

$
(505
)      17




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements at March 31, 2011 Using:Quoted Prices inActive Markets for

Significant Other

UnobservableMarch 31,

Identical Assets

Observable Inputs

InputsDescription

2011

(Level 1)

(Level 2)

(Level 3)Liabilities:Series F Agreement

$
(380
)









$
(380
)   Fair Value Measurements at December 31, 2010 Using:Quoted Prices inActive Markets for

Significant Other

UnobservableDecember 31,

Identical Assets

Observable Inputs

InputsDescription

2010

(Level 1)

(Level 2)

(Level 3)Liabilities:Series F Agreement

$
(523
)









$
(523
)   30-year
    Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning liability balance at December 31, 2010

$
(523
)Total unrealized gains:Mark-to-Market
    of the Series F Agreement


143Ending liability balance at March 31, 2011

$
(380
)   12.
    Commitments
    and Contingencies   18




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Subsequent
    Events         19




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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 higher-than-expected Form 10-K Form 10-K)
  GENERAL
       20




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##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
        MANAGEMENTS
    OVERVIEW
     21




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##### Table of Contents



and/or
     22




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Three Months Ended March 31, 2011 to Three Months Ended
    March 31, 2010
          Three Months


Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010


$ Change


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

$
73,370


$
74,048


$
(678
)


(0.9
)%Acquired Properties


512







512



Sold Properties


471



1,236



(765
)


(61.9
)%(Re)Developments and Land, Not Included Above


141



86



55



64.0
%Other


1,440



3,427



(1,987
)


(58.0
)%$
75,934


$
78,797


$
(2,863
)


(3.6
)%Discontinued Operations


(13,259
)


(14,038
)


779



(5.5
)%Subtotal Revenues

$
62,675


$
64,759


$
(2,084
)


(3.2
)%Construction Revenues






270



(270
)


(100.0
)%Total Revenues

$
62,675


$
65,029


$
(2,354
)


(3.6
)%    23




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010


$ Change


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

$
25,341


$
25,197


$
144



0.6
%Acquired Properties


96







96



Sold Properties


83



495



(412
)


(83.2
)%(Re)Developments and Land, Not Included Above


333



328



5



1.5
%Other


2,359



3,312



(953
)


(28.8
)%$
28,212


$
29,332


$
(1,120
)


(3.8
)%Discontinued Operations


(5,663
)


(6,635
)


972



(14.6
)%Total Property Expenses

$
22,549


$
22,697


$
(148
)


(0.7
)%Construction Expenses






209



(209
)


(100.0
)%Total Property and Construction Expenses

$
22,549


$
22,906


$
(357
)


(1.6
)%            24




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010


$ Change


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

$
24,574


$
29,382


$
(4,808
)


(16.4
)%Acquired Properties


244







244



Sold Properties


9



451



(442
)


(98.0
)%(Re)Developments and Land, Not Included Above and Other


101



99



2



2.0
%Corporate Furniture, Fixtures and Equipment


405



506



(101
)


(20.0
)%$
25,333


$
30,438


$
(5,105
)


(16.8
)%Discontinued Operations


(969
)


(6,317
)


5,348



(84.7
)%Total Depreciation and Other Amortization

$
24,364


$
24,121


$
243



1.0
%           30-year Mark-to-Market
 25




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010($ in 000s)Total Revenues

$
13,259


$
14,038Property Expenses


(5,663
)


(6,635
)Impairment of Real Estate, Net


(1,147
)


(9,155
)Depreciation and Amortization


(969
)


(6,317
)Interest Expense


(13
)


(18
)Gain on Sale of Real Estate


2,742



4,008Provision for Income Taxes


(720
)


Income (Loss) from Discontinued Operations

$
7,489


$
(4,079
)         LIQUIDITY
    AND CAPITAL RESOURCES
     26




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and/or
        Three
    Months Ended March 31, 2011
     27




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
   28




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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),
   29




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##### Table of Contents



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.
    (Removed
    and Reserved)    Item 5.
    Other
    Information   30




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##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description31
.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 of First Industrial Realty Trust,
    Inc., registrants sole general partner, 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 31




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##### Table of Contents



SIGNATURE         By:
    /s/  Scott
    A. Musil       32




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description31
.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 of First Industrial Realty Trust,
    Inc., registrants sole general partner, 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 33