##### 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
    June 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
    Incorporation or Organization)

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




---



##### 



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


Financial
    StatementsConsolidated
    Balance Sheets as of June 30, 2006 and December 31,
    2005


3Consolidated
    Statements of Operations for the Six Months Ended June 30,
    2006 and June 30, 2005


4Consolidated
    Statements of Comprehensive Income for the Six Months Ended
    June 30, 2006 and June 30, 2005


5Consolidated
    Statements of Cash Flows for the Six Months Ended June 30,
    2006, and June 30, 2005


6Notes to
    Consolidated Financial Statements


7Item 2.


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


24Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


37Item 4.


Controls and
    Procedures


37PART II:
    OTHER INFORMATIONItem 1.


Legal
    Proceedings


37Item 1A.


Risk
    Factors


37Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


39Item 3.


Defaults Upon
    Senior Securities


39Item 4.


Submission of
    Matters to a Vote of Security Holders


39Item 5.


Other
    Information


39Item 6.


Exhibits


39SIGNATURE


41EXHIBIT
    INDEX


42Certification of Principal Executive OfficerCertification of Principal Financial OfficerCertification 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
  June 30,


December 31,2006


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

$
483,802


$
490,359Buildings and Improvements


2,220,414



2,340,504Construction in Progress


108,882



66,074Less: Accumulated Depreciation


(378,415
)


(355,755
)Net Investment in Real Estate


2,434,683



2,541,182Real Estate and Other Held for
    Sale, Net of Accumulated Depreciation and Amortization of $7,587
    and $1,622 at June 30, 2006 and December 31, 2005,
    respectively


73,260



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


354,289



378,864Cash and Cash Equivalents






6,811Restricted Cash


58,470



14,945Tenant Accounts Receivable, Net


6,449



7,627Investments in Joint Ventures


49,368



44,330Deferred Rent Receivable, Net


22,866



21,520Deferred Financing Costs, Net


11,605



10,907Deferred Leasing Intangibles, Net


71,036



70,879Prepaid Expenses and Other Assets,
    Net


84,923



116,560Total Assets

$
3,166,949


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

$
52,488


$
54,929Senior Unsecured Debt, Net


1,498,952



1,298,893Unsecured Lines of Credit


268,000



457,500Accounts Payable and Accrued
    Expenses


105,554



116,249Deferred Leasing Intangibles, Net


15,425



22,169Rents Received in Advance and
    Security Deposits


25,372



27,578Leasing Intangibles Held for Sale,
    Net of Accumulated Amortization of $90 at June 30, 2006


128



Distributions Payable


37,270



39,509Total Liabilities


2,003,189



2,016,827Commitments and Contingencies






Partners Capital:General Partner Preferred Units
    (21,350 and 21,500 units issued and outstanding at
    June 30, 2006 and December 31, 2005, respectively)
    with a liquidation preference of $275,000 and $312,500,
    respectively


266,303



303,068General Partner Units (44,793,049
    and 44,444,710 units issued and outstanding at
    June 30, 2006 and December 31, 2005, respectively)


744,597



773,921Unamortized Value of General
    Partnership Restricted Units






(16,825
)Limited Partners Units
    (6,691,406 and 6,740,742 units issued and outstanding at
    June 30, 2006 and December 31, 2005, respectively)


156,608



159,832Accumulated Other Comprehensive Loss


(3,748
)


(6,358
)Total Partners Capital


1,163,760



1,213,638Total Liabilities and
    Partners Capital

$
3,166,949


$
3,230,465    3




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##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2006


2005


2006


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

$
61,069


$
48,660


$
118,843


$
96,656Tenant Recoveries and Other Income


27,090



17,447



50,677



36,578Revenues from Build to Suit
    Development for Sale










733



Total Revenues


88,159



66,107



170,253



133,234Expenses:Property Expenses


29,374



22,927



58,579



46,392General and Administrative


18,062



11,335



35,445



22,957Depreciation and Other Amortization


34,349



22,227



65,573



43,258Expenses from Build to Suit
    Development for Sale










666



Total Expenses


81,785



56,489



160,263



112,607Other Income/Expense:Interest Income


209



420



438



717Interest Expense


(29,743
)


(25,846
)


(59,220
)


(51,606
)Amortization of Deferred Financing
    Costs


(603
)


(509
)


(1,221
)


(1,017
)Mark-to-Market/Loss
    on Settlement of Interest Rate Protection Agreement






(1,404
)


(170
)


(463
)Total Other Income/Expense


(30,137
)


(27,339
)


(60,173
)


(52,369
)Loss from Continuing Operations
    Before Equity in Income of Other Real Estate Partnerships,
    Equity in Income (Loss) of Joint Ventures and Income Tax Benefit


(23,763
)


(17,721
)


(50,183
)


(31,742
)Equity in Income of Other Real
    Estate Partnerships


17,950



9,786



22,838



16,529Equity in Income (Loss) of Joint
    Ventures


7,307



(98
)


7,271



(220
)Income Tax Benefit


483



2,694



6,476



4,720Income (Loss) from Continuing
    Operations


1,977



(5,339
)


(13,598
)


(10,713
)Income from Discontinued Operations
    (Including Gain on Sale of Real Estate of $38,777 and $28,426
    for the Three Months ended June 30, 2006 and 2005,
    respectively, $92,416 and $40,139 for the Six Months ended
    June 30, 2006 and 2005, respectively)


40,790



31,566



96,022



46,390Provision for Income Taxes
    Allocable to Discontinued Operations (Including $7,484 and
    $2,584 for the Three Months ended June 30, 2006 and 2005,
    respectively, and $21,946 and $5,383 for the Six Months ended
    June 30, 2006 and 2005, respectively, allocable to Gain on
    Sale of Real Estate)


(7,845
)


(3,156
)


(23,133
)


(7,071
)Income Before Gain on Sale of Real
    Estate


34,922



23,071



59,291



28,606Gain on Sale of Real Estate


2,493



3,180



4,011



23,851Provision for Income Taxes
    Allocable to Gain on Sale of Real Estate


(947
)


(1,446
)


(1,039
)


(8,977
)Net Income


36,468



24,805



62,263



43,480Less: Preferred Unit Distributions


(5,029
)


(2,310
)


(10,048
)


(4,620
)Less: Preferred Unit Redemptions










(672
)


Net Income Available to Unitholders

$
31,439


$
22,495


$
51,543


$
38,860Basic Earnings Per Unit:Loss from Continuing Operations

$
(0.03
)

$
(0.12
)

$
(0.42
)

$
(0.01
)Income From Discontinued Operations

$
0.65


$
0.58


$
1.44


$
0.81Net Income Available to Unitholders

$
0.62


$
0.46


$
1.02


$
0.80Weighted Average Units Outstanding


50,706



48,759



50,675



48,963Diluted Earnings Per Unit:Loss from Continuing Operations

$
(0.03
)

$
(0.12
)

$
(0.42
)

$
(0.01
)Income From Discontinued Operations

$
0.65


$
0.58


$
1.44


$
0.81Net Income Available to Unitholders

$
0.62


$
0.46


$
1.02


$
0.80Weighted Average Units Outstanding


50,706



48,759



50,675



48,963Net Income Available to Unitholders
    Attributable to:General Partners

$
27,250


$
19,546


$
44,701


$
33,769Limited Partners


4,189



2,949



6,842



5,091Net Income Available to Unitholders

$
31,439


$
22,495


$
51,543


$
38,860    4




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##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2006


2005


2006


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

$
36,468


$
24,805


$
62,263


$
43,480Other Comprehensive Income (Loss):Mark-to-Market
    of Interest Rate Protection Agreements


3,374







4,789



Settlement of Interest Rate
    Protection Agreements










(1,729
)


Amortization of Interest Rate
    Protection Agreements


(220
)


(273
)


(450
)


(547
)Comprehensive Income

$
39,622


$
24,532


$
64,873


$
42,933    5




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##### Table of Contents



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


Six MonthsEnded


EndedJune 30,


June 30,2006


2005(Unaudited)(Dollars in thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net Income

$
62,263


$
43,480Adjustments to Reconcile Net
    Income to Net Cash Provided by Operating Activities:Depreciation


53,763



39,530Amortization of Deferred Financing
    Costs


1,221



1,017Other Amortization


17,977



14,112Provision for Bad Debt


648



860Equity in (Income) Loss of Joint
    Ventures


(7,272
)


220Distributions from Joint Ventures


7,847



Gain on Sale of Real Estate


(96,427
)


(63,990
)Mark to Market of Interest Rate
    Protection Agreement


(16
)


463Equity in Income of Other Real
    Estate Partnerships


(22,838
)


(16,529
)Distributions from Investment in
    Other Real Estate Partnerships


22,838



16,529Decrease in Build to Suit
    Development for Sale Costs Receivable


16,241



Decrease (Increase) in Tenant
    Accounts Receivable and Prepaid Expenses and Other Assets, Net


4,914



(8,930
)Increase in Deferred Rent
    Receivable


(4,296
)


(2,857
)Decrease in Accounts Payable and
    Accrued Expenses and Rents Received in Advance and Security
    Deposits


(3,999
)


(2,877
)Net Cash Provided by Operating
    Activities


52,864



21,028CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases of and Additions to
    Investment in Real Estate


(353,088
)


(275,706
)Net Proceeds from Sales of
    Investments in Real Estate


433,208



236,149Investments in and Advances to
    Other Real Estate Partnerships


(17,998
)


(25,504
)Distributions from Other Real
    Estate Partnerships in Excess of Equity in Income


42,573



34,219Contributions to and Investments
    in Joint Ventures


(14,093
)


(11,191
)Distributions from Joint Ventures


8,099



402Repayment of Mortgage Loans
    Receivable


11,200



26,265(Increase) Decrease in Restricted
    Cash


(43,525
)


25Net Cash Provided by (Used
    In)Investing Activities


66,376



(15,341
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Unit Distributions


1,240



6,479Proceeds from the Issuance of
    Preferred Units


144,672



Redemption of Preferred Units


(182,156
)


Repurchase of Restricted Units


(2,660
)


(3,262
)Unit Distributions


(71,766
)


(68,594
)Preferred Unit Distributions


(12,574
)


(4,620
)Repayments on Mortgage Loans
    Payable


(9,076
)


(902
)Net Proceeds from Senior Unsecured
    Debt


199,306



Other Costs of Senior Unsecured
    Debt


(1,729
)


Proceeds on Mortgage Loans Payable






1,167Proceeds from Unsecured Lines of
    Credit


303,500



153,500Repayments on Unsecured Lines of
    Credit


(493,000
)


(91,500
)Cash Book Overdraft


6



Debt Issuance Costs


(1,814
)


(116
)Net Cash Used in Financing
    Activities


(126,051
)


(7,848
)Net Decrease in Cash and Cash
    Equivalents


(6,811
)


(2,161
)Cash and Cash Equivalents,
    Beginning of Period


6,811



3,069Cash and Cash Equivalents, End of
    Period

$



$
908    6




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##### Table of Contents



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




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Stock
    Incentive Plans:
     8




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three and Six Months Ended June 30,2005


2005Net Income Available to
    Unitholders  as reported

$
22,495


$
38,860Less: Total Stock-Based Employee
    Compensation Expense Determined Under the Fair Value Method


(19
)


(65
)Net Income Available to
    Unitholders  pro forma

$
22,476


$
38,795Net Income Available to
    Unitholders per Share  as reported  Basic

$
0.46


$
0.80Net Income Available to
    Unitholders per Share  pro forma  Basic

$
0.46


$
0.80Net Income Available to
    Unitholders per Share  as reported  Diluted

$
0.46


$
0.79Net Income Available to
    Unitholders per Share  pro forma  Diluted

$
0.46


$
0.79   Deferred
    Leasing Intangibles
    June 30,


December 31,2006


2005In-Place Leases

$
69,865


$
71,818Less: Accumulated Amortization


(9,661
)


(5,829
)$
60,204


$
65,989Above Market Leases

$
5,578


$
6,524Less: Accumulated Amortization


(1,772
)


(1,634
)$
3,806


$
4,890Tenant Relationship

$
7,343


$
Less: Accumulated Amortization


(317
)


$
7,026


$
     June 30,


December 31,2006


2005Below Market Leases

$
19,722


$
25,058Less: Accumulated Amortization


(4,297
)


(2,889
)$
15,425


$
22,169  9




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Recent
    Accounting Pronouncements
  Accounting for
    Certain Hybrid Financial Instruments
              Accounting for Servicing of Financial Asset ,
   10




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    Investments
    in and Advances to Other Real Estate Partnerships        June 30,


December 31,2006


2005ASSETSAssets:Investment in Real Estate, Net

$
311,038


$
309,013Other Assets, Net


65,429



87,866Total Assets

$
376,467


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

$



$
2,380Other Liabilities


19,350



12,492Total Liabilities


19,350



14,872Partners Capital


357,117



382,007Total Liabilities and
    Partners Capital

$
376,467


$
396,879  11




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##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2006


2005


2006


2005Total Revenues, Including Interest
    Income

$
12,381


$
9,273


$
25,071


$
18,522Property Expenses


(3,244
)


(3,077
)


(7,400
)


(6,638
)Interest Expense






(43
)


(11
)


(87
)Amortization of Deferred Financing
    Costs






(1
)


(2
)


(2
)Depreciation and Other Amortization


(4,744
)


(2,908
)


(8,870
)


(5,635
)Income from Continuing Operations


4,393



3,244



8,788



6,160Income from Discontinued
    Operations (Including Gain on Sale of Real Estate of $13,176 and
    $5,264 for the Three Months Ended June 30, 2006 and 2005,
    respectively, and $13,116 and $7,047 for the Six Months Ended
    June 30, 2006 and 2005, respectively)


13,734



6,568



14,271



9,640Gain on Sale of Real Estate






52







865Net Income

$
18,127


$
9,864


$
23,059


$
16,665   4.
    Investments
    in Joint Ventures        For the SixMonths EndedJune 30,


June 30,2006


2005Contributions

$
12,198


$
10,385Distributions

$
15,946


$
402Fees

$
10,793


$
2,661  12




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Mortgage
    Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
    Line of Credit         13




---



##### Table of Contents



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


Accrued Interest


InterestBalance at


Payable at


Rate atJune 30,


December 31,


June 30,


December 31,


June 30,


Maturity2006


2005


2006


2005


2006


DateMortgage Loans Payable,
    NetAssumed Loan I

$
2,045


$
2,320


$



$




9.250
%


09/01/09Assumed Loan II


1,711



1,805











9.250
%


01/01/13Acquisition Mortgage Loan IV



(1)


1,936







14



N/A
(1)


N/A
(1)Acquisition Mortgage Loan VIII


5,226



5,308



36



37



8.260
%


12/01/19Acquisition Mortgage Loan IX


5,420



5,505



37



38



8.260
%


12/01/19Acquisition Mortgage Loan X


15,469
(2)


15,733
(2)


95



98



8.250
%


12/01/10Acquisition Mortgage Loan XII


2,471
(2)


2,503
(2)


14



15



7.540
%


01/01/12Acquisition Mortgage Loan XIV


6,212
(2)


6,392
(2)


34



34



6.940
%


07/01/09Acquisition Mortgage Loan XV



(3)


1,167











N/A
(4)


N/A
(3)Acquisition Mortgage Loan XVI


1,926
(2)


1,960
(2)


9



9



5.500
%


09/30/24Acquisition Mortgage Loan XVII


3,101
(2)


3,209
(2)


18



18



7.375
%


05/01/16Acquisition Mortgage Loan XVIII


6,914
(2)


7,091
(2)


40



42



7.580
%


03/01/11Acquisition Mortgage Loan XIX


1,993
(2)






11







7.320
%


06/01/14Acquisition Mortgage Loan XX



(4)














N/A
(4)


N/A
(4)Total

$
52,488


$
54,929


$
294


$
305Senior Unsecured Debt,
    Net2006 Notes

$
150,000


$
150,000


$
875


$
875



7.000
%


12/01/062007 Notes


149,995
(5)


149,992
(5)


1,456



1,456



7.600
%


05/15/072016 Notes


199,338
(5)






5,462







5.750
%


01/15/162017 Notes


99,890
(5)


99,886
(5)


625



625



7.500
%


12/01/172027 Notes


15,055
(5)


15,054
(5)


138



138



7.150
%


05/15/272028 Notes


199,827
(5)


199,823
(5)


7,009



7,009



7.600
%


07/15/282011 Notes


199,715
(5)


199,685
(5)


4,343



4,343



7.375
%


03/15/112012 Notes


199,201
(5)


199,132
(5)


2,903



2,903



6.875
%


04/15/122032 Notes


49,424
(5)


49,413
(5)


818



818



7.750
%


04/15/322009 Notes


124,871
(5)


124,849
(5)


292



292



5.250
%


06/15/092014 Notes


111,636
(5)


111,059
(5)


669



669



6.420
%


06/01/14Total

$
1,498,952


$
1,298,893


$
24,590


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

$
268,000


$
332,500


$
1,581


$
1,833



5.867
%


09/28/082005 Unsecured Line of
    Credit II



(6)


125,000




(6)


232



N/A
(6)


N/A
(6)Total

$
268,000


$
457,500


$
1,581


$
2,065     (1)
    
    At On June 30, 2006, the Consolidated Operating Partnership
    paid off and retired the Acquisition Mortgage Loan IV. 14




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (2)
    
    On June 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
    $1,718, $209, $372, $22, $234, $613, and $111, respectively. At
    December 31, 2005, the Acquisition Mortgage Loan V,
    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 $24,
    $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 June 30, 2006, the 2007 Notes, 2016 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 $5,
    $662, $110, $15, $173, $285, $799, $576, $129 and $13,365
    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 Consolidated Operating
    Partnership, through the Operating Partnership, paid off and
    retired the 2005 Unsecured Line of Credit II.    AmountRemainder of 2006

$
151,0352007


152,3392008


270,5332009


132,4112010


15,472Thereafter


1,110,488Total

$
1,832,278   Derivatives:
     15




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##### Table of Contents





FIRST
    INDUSTRIAL, L.P.




NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
















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



lock-up one-for-one






16



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##### Table of Contents





FIRST
    INDUSTRIAL, L.P.




NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)












Unit
    Contributions:














17



---



##### Table of Contents



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


Totalper Unit


DistributionOperating Partnership Units

$
1.40


$
72,053Series C Preferred Units

$
107.82


$
2,156Series F Preferred Units

$
3,118.00


$
1,559Series G Preferred Units

$
3,618.00


$
905Series I Preferred Units

$
470.67


$
353Series J Preferred Units

$
8,458.33


$
5,075   7.
    Acquisition
    of Real Estate    8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations         18




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##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2006


2005


2006


2005Total Revenues

$
4,020


$
11,194


$
10,491


$
22,173Operating Expenses


(1,183
)


(4,390
)


(3,350
)


(8,436
)Interest Expense






(172
)






(344
)Depreciation and Amortization


(824
)


(3,492
)


(3,535
)


(7,142
)Provision for Income Taxes
    Allocable to Operations


(361
)


(572
)


(1,187
)


(1,688
)Gain on Sale of Real Estate


38,777



28,426



92,416



40,139Provision for Income Taxes
    Allocable to Gain on Sale of Real Estate


(7,484
)


(2,584
)


(21,946
)


(5,383
)Income from Discontinued Operations

$
32,945


$
28,410


$
72,889


$
39,319   9.
    Supplemental
    Information to Statement of Cash Flows    Six Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2005Interest paid, net of capitalized
    interest

$
54,253


$
51,481Interest capitalized

$
3,165


$
1,482Supplemental schedule of non-cash
    investing and financing activities:Distribution payable on units

$
36,038


$
34,485Distribution payable on preferred
    units

$
1,232


$
1,232Exchange of limited partnership
    units for general partnership units:Limited partnership units

$
(1,959
)

$
(1,085
)General partnership units


1,959



1,085$



$
 19




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##### Table of Contents



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


Six MonthsEnded


EndedJune 30,


June 30,2006


2005In conjunction with the property
    and land acquisitions, the following liabilities were assumed
    and units issued:Accounts payable and accrued
    expenses

$
(1,082
)

$
(1,630
)Issuance of Limited Partnership
    Units

$
(1,288
)

$
(1,507
)Mortgage Debt

$
(6,995
)

$
(11,545
)Foreclosed property acquisition
    and write-off of defaulted note receivable

$



$
3,870Write-off of retired assets

$
8,547


$
19,318In conjunction with certain
    property sales, the Operating Partnership provided seller
    financing:Notes Receivable

$
11,200


$
21,443   10.
    Earnings
    Per Unit (EPU)    Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2006


2005


2006


2005Numerator:Income (Loss) from Continuing
    Operations

$
1,977


$
(5,339
)

$
(13,598
)

$
(10,713
)Gain on Sale of Real Estate, Net
    of Income Taxes


1,546



1,734



2,972



14,874Less: Preferred Unit Distributions


(5,029
)


(2,310
)


(10,048
)


(4,620
)Less: Redemption of Preferred Units










(672
)


Loss from Continuing Operations
    Available to Unitholders  For Basic and Diluted
    EPU


(1,506
)


(5,915
)


(21,346
)


(459
)Income from Discontinued
    Operations, Net of Income Taxes


32,945



28,410



72,889



39,319Net Income Available to Unitholders

$
31,439


$
22,495


$
51,543


$
38,860 20




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##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2006


2005


2006


2005Denominator:Weighted Average Units 
    Basic


50,705,548



48,759,271



50,675,187



48,692,754Effect of Dilutive Securities that
    Result in the Issuance of General Partner Units:Employee and Director Common Stock
    Options














Employee and Director Shares of
    Restricted Stock














Weighted Average Units
    Outstanding  Diluted


50,705,548



48,759,271



50,675,187



48,692,754Basic EPU:Loss from Continuing Operations
    Available to Unitholders

$
(0.03
)

$
(0.12
)

$
(0.42
)

$
(0.01
)Income from Discontinued
    Operations, Net of Income Taxes

$
0.65


$
0.58


$
1.44


$
0.81Net Income Available to Unitholders

$
0.62


$
0.46


$
1.02


$
0.80Diluted EPU:Loss from Continuing Operations
    Available to Unitholders

$
(0.03
)

$
(0.12
)

$
(0.42
)

$
(0.01
)Income from Discontinued
    Operations, Net of Income Taxes

$
0.65


$
0.58


$
1.44


$
0.81Net Income Available to Unitholders

$
0.62


$
0.46


$
1.02


$
0.80     11.
    Employee
    Benefit Plans     21




---



##### Table of Contents



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


Exercise


AggregateExercise


Price


IntrinsicShares


Price


per Share


ValueOutstanding at December 31,
    2005


546,723


$
31.27


$
22.75-$33.15Exercised


(52,667
)


29.79


$
22.75-$33.15


$
623Expired or Terminated


(38,967
)


30.88


$
27.25-$33.13Outstanding at June 30, 2006


455,089


$
31.47


$
25.13-$33.15


$
2,943     Number


Weighted


WeightedOutstanding


Average


Averageand


Remaining


ExerciseRange of Exercise Price

Exercisable


Contractual Life


Price$25.13-$30.00


61,070



3.64



28.43$30.38-$33.15


394,019



4.25



31.94       Weighted AverageUnits


Grant Date Fair ValueOutstanding at December 31,
    2005


700,023


$
34.23Issued


305,455


$
38.02Vested


(209,865
)

$
36.71Forfeited


(21,663
)

$
34.11Outstanding at June 30, 2006


773,950


$
35.41   12.
    Commitments
    and Contingencies     22




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     13.
    Related
    Party Transactions    14.
    Subsequent
    Events       23




---



##### 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
  GENERAL
             24




---



##### Table of Contents



MANAGEMENTS
    OVERVIEW
       25




---



##### Table of Contents



and/or
     26




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Six Months Ended June 30, 2006 to Six Months Ended
    June 30, 2005
        Six Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2005


$ Change


% ChangeREVENUES ($ in
    000s)Same Store Properties

$
116,073


$
119,033


$
(2,960
)


(2.5
)%Acquired Properties


31,747



1,812



29,935



1,652.0
%Sold Properties


7,865



20,098



(12,233
)


(60.9
)%Properties Not In Service


9,926



7,259



2,667



36.7
%Other


15,133



7,205



7,928



110.0
%180,744



155,407



25,337



16.3
%Discontinued Operations


(10,491
)


(22,173
)


11,682



(52.7
)%Total Revenues

$
170,253


$
133,234


$
37,019



27.8
%     27




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##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2005


$ Change


% ChangePROPERTY EXPENSES ($ in
    000s)Same Store Properties

$
39,682


$
38,732


$
950



2.5
%Acquired Properties


8,255



588



7,667



1,303.9
%Sold Properties


2,559



7,334



(4,775
)


(65.1
)%Properties Not In Service


4,530



4,184



346



8.3
%Other


7,569



3,990



3,579



89.7
%$
62,595


$
54,828


$
7,767



14.2
%Discontinued Operations


(3,350
)


(8,436
)


5,086



(60.3
)%Total Property Expenses

$
59,245


$
46,392


$
12,853



27.7
%       Six Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2005


$ Change


% ChangeDEPRECIATION and OTHER
    AMORTIZATION ($ in 000s)Same Store Properties

$
38,206


$
37,773


$
433



1.1
%Acquired Properties


19,237



1,061



18,176



1,713.1
%Sold Properties


2,260



6,586



(4,326
)


(65.7
)%Properties Not In Service and Other


8,541



4,324



4,217



97.5
%Corporate Furniture, Fixtures and
    Equipment


864



656



208



31.7
%$
69,108


$
50,400


$
18,708



37.1
%Discontinued Operations


(3,535
)


(7,142
)


3,607



(50.5
)%Total Depreciation and Other
    Amortization

$
65,573


$
43,258


$
22,315



51.6
%        28




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##### Table of Contents



mark-to-market
         29




---



##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2005($ in 000s)Total Revenues

$
10,491


$
22,173Operating Expenses


(3,350
)


(8,436
)Interest Expense






(344
)Depreciation and Amortization


(3,535
)


(7,142
)Provision for Income Taxes
    Allocable to Operations


(1,187
)


(1,688
)Gain on Sale of Real Estate


92,416



40,139Provision for Income Taxes
    Allocable to Gain on Sale


(21,946
)


(5,383
)Income from Discontinued Operations

$
72,889


$
39,319       Comparison
    of Three Months Ended June 30, 2006 to Three Months Ended
    June 30, 2005
     30




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30,


June 30,2006


2005


$ Change


% ChangeREVENUES ($ in
    000s)Same Store Properties

$
61,855


$
61,517


$
338



0.5
%Acquired Properties


16,401



332



16,069



4,840.1
%Sold Properties


2,350



9,752



(7,402
)


(75.9
)%Properties Not In Service


2,577



2,219



358



16.1
%Other


8,996



3,481



5,515



158.4
%92,179



77,301



14,878



19.2
%Discontinued Operations


(4,020
)


(11,194
)


7,174



(64.1
)%Total Revenues

$
88,159


$
66,107


$
22,052



33.4
%     Three Months


Three MonthsEnded


EndedJune 30,


June 30,2006


2005


$ Change


% ChangePROPERTY EXPENSES ($ in
    000s)Same Store Properties

$
20,022


$
19,432


$
590



3.0
%Acquired Properties


4,400



105



4,295



4,090.5
%Sold Properties


649



3,513



(2,864
)


(81.5
)%Properties Not In Service


1,436



1,898



(462
)


(24.3
)%Other


4,050



2,369



1,681



71.0
%30,557



27,317



3,240



11.9
%Discontinued Operations


(1,183
)


(4,390
)


3,207



(73.1
)%Total Property Expenses

$
29,374


$
22,927


$
6,447



28.1
%       31




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##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30,


June 30,2006


2005


$ Change


% ChangeDEPRECIATION and OTHER
    AMORTIZATION ($ in 000s)Same Store Properties

$
20,559


$
20,620


$
(61
)


(0.3
)%Acquired Properties


9,905



266



9,639



3,623.7
%Sold Properties


192



3,108



(2,916
)


(93.8
)%Properties Not In Service and Other


4,070



1,388



2,682



193.2
%Corporate Furniture, Fixtures and
    Equipment


447



337



110



32.6
%$
35,173


$
25,719


$
9,454



36.8
%Discontinued Operations


(824
)


(3,492
)


2,668



(76.4
)%Total Depreciation and Other
    Amortization

$
34,349


$
22,227


$
12,122



54.5
%           mark-to-market
       32




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##### Table of Contents







|                                                         |  |              |        |   |              |   |        |  
|-------------------------------------------------------- |  | ------------ | ------ | - | ------------ | - | ------ | -
|                                                         |  | Three Months |        |   | Three Months |  
|                                                         |  | Ended        |        |   | Ended        |  
|                                                         |  | June 30,     |        |   | June 30,     |  
|                                                         |  | 2006         |        |   | 2005         |  
|                                                         |  | ($ in 000s) |       
|                                                        
|Total Revenues                                           |  | $            | 4,020  |   |              | $ | 11,194 |  
|Operating Expenses                                       |  |              | (1,183 | ) |              |   | (4,390 | )
|Interest Expense                                         |  |              |       |   |              |   | (172   | )
|Depreciation and Amortization                            |  |              | (824   | ) |              |   | (3,492 | )
|Provision for Income Taxes
    Allocable to Operations   |  |              | (361   | ) |              |   | (572   | )
|Gain on Sale of Real Estate                              |  |              | 38,777 |   |              |   | 28,426 |  
|Provision for Income Taxes
    Allocable to Gain on Sale |  |              | (7,484 | ) |              |   | (2,584 | )
|                                                         |  |              |        |   |              |   |        |  
|Income from Discontinued Operations                      |  | $            | 32,945 |   |              | $ | 28,410 |  
|                                                         |  |              |        |   |              |   |        |  

















LIQUIDITY
    AND CAPITAL RESOURCES














33



---



##### Table of Contents







Six
    Months Ended June 30, 2006






























34



---



##### Table of Contents























Market
    Risk






















35



---



##### Table of Contents



Recent
    Accounting Pronouncements
  Accounting for
    Certain Hybrid Financial Instruments
              Accounting for Servicing of Financial Asset
   36




---



##### 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),
   PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  The
    Consolidated Operating Partnership may be unable to acquire
    sufficient properties on advantageous terms or acquisitions may
    not perform as the Consolidated Operating Partnership
    expects.
   37




---



##### Table of Contents



The
    Consolidated Operating Partnership may be unable to complete
    sufficient development and re-development projects on
    advantageous terms.
    
    the Consolidated Operating Partnership may not be able to obtain
    financing for development projects on favorable terms and
    complete construction on schedule or within budget, resulting in
    increased debt service expense and construction costs and delays
    in leasing the properties and generating cash flow;
    the Consolidated Operating Partnership may not be able to
    obtain, or may experience delays in obtaining, all necessary
    zoning, land-use, building, occupancy and other governmental
    permits and authorizations;
    the properties may perform below anticipated levels, producing
    cash flow below budgeted amounts and limiting the Consolidated
    Operating Partnerships ability to sell such properties to
    third parties.  The
    Consolidated Operating Partnership may be unable to sell
    sufficient properties on advantageous terms.
   38




---



##### 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

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 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 39




---



##### Table of Contents



Form 10-K, Form 10-Q, Form 8-K,
  
 40




---



##### Table of Contents



SIGNATURE     By:
    FIRST INDUSTRIAL REALTY TRUST, INC.   By:
    /s/  Scott
    A. Musil       41




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description31
.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 the Principal
    Executive Officer and the Principal Financial Officer pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith 42